10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period Ended March 31, 2001

Commission File Number 333-70365

DECRANE AIRCRAFT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 34-1645569
(IRS Employer Identification No.)

2361 Rosecrans Avenue, Suite 180, El Segundo, CA 90245
(Address, including zip code, of principal executive offices)

(310) 725-9123
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    The number of shares of Registrant's Common Stock, $.01 par value, outstanding as of May 7, 2001 was 100 shares.

Table of Contents

		Page
Part I  Financial Information
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000	1
	Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000	2
	Consolidated Statements of Stockholder's Equity for the three months ended March 31, 2001	3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000	4
	Condensed Notes to Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Overview	16
	Results of Operations	16
	Liquidity and Capital Resources	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	21
	Interest Rate Risk	21
	Foreign Currency Exchange Risk	21
Part II  Other Information
Item 1.	Legal Proceedings	23
Item 6.	Exhibits and Reports on Form 8-K	23
	Exhibits	23
	Reports on Form 8-K	23
Signatures		23

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)

				March 31, 2001			December 31, 2000
				(Unaudited)
Assets
Current assets
	Cash and cash equivalents			$	5,104		$	8,199
	Accounts receivable, net				69,484			59,023
	Inventories				90,929			83,677
	Deferred income taxes				14,385			15,090
	Prepaid expenses and other current assets				1,353			987
		Total current assets			181,255			166,976
Property and equipment, net					60,657			59,491
Other assets, principally intangibles, net					433,774			439,582
			Total assets	$	675,686		$	666,049
Liabilities, Mandatorily Redeemable Preferred Stock and Stockholder's Equity
Current liabilities
	Current portion of long-term debt			$	11,837		$	9,289
	Accounts payable				25,574			20,304
	Accrued liabilities				53,505			76,364
	Income taxes payable				4,260			3,505
		Total current liabilities			95,176			109,462
Long-term debt					395,442			373,990
Deferred income taxes					37,709			37,013
Other long-term liabilities					2,762			2,650
Commitments and contingencies (Note 8)
Mandatorily redeemable preferred stock					24,378			23,179
Stockholder's equity
	Cumulative convertible preferred stock, $.01 par value, 8,314,018 shares authorized; none issued and outstanding as of March 31, 2001 and December 31, 2000				—			—
	Undesignated preferred stock, $.01 par value, 9,300,000 shares authorized as of March 31, 2001 and December 31, 2000; none issued and outstanding as of March 31, 2001 and December 31, 2000				—			—
	Common stock, $.01 par value, 35,000,000 shares authorized; 100 shares issued and outstanding as of March 31, 2001 and December 31, 2000				—			—
	Additional paid-in capital				126,306			127,315
	Notes receivable for shares sold				(2,587	)		(2,552	)
	Accumulated deficit				(849	)		(3,321	)
	Accumulated other comprehensive loss				(2,651	)		(1,687	)
		Total stockholder's equity			120,219			119,755
			Total liabilities and stockholder's equity	$	675,686		$	666,049

    The accompanying notes are an integral part of the consolidated financial statements.

1

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations

(In thousands)

			Three Months Ended March 31,
			2000			2001
			(Unaudited)
Revenues			$	99,151		$	79,178
Cost of sales				64,106			53,026
		Gross profit		35,045			26,152
Operating expenses
	Selling, general and administrative expenses			14,660			11,046
	Amortization of intangible assets			4,966			4,213
		Total operating expenses		19,626			15,259
		Income from operations		15,419			10,893
Other expenses
	Interest expense			10,455			8,676
	Other expenses, net			105			64
Income before provision for income taxes				4,859			2,153
Provision for income taxes				2,387			1,398
Net income				2,472			755
Accrued preferred stock dividends				(1,082	)		—
Preferred stock redemption value accretion				(117	)		—
Net income applicable to common stockholder			$	1,273		$	755

    The accompanying notes are an integral part of the consolidated financial statements.

2

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholder's Equity

(In thousands, except share data)

		Common Stock						Notes Receivable For Shares Sold
					Additional Paid-in Capital						Accumulated Deficit			Accumulated Other Comprehensive Loss
		Shares	Amount														Total
Balance, December 31, 2000		100	$	—	$	127,315		$	(2,552	)	$	(3,321	)	$	(1,687	)	$	119,755
Comprehensive income
	Net income	—		—		—			—			2,472			—			2,472
	Translation adjustment	—		—		—			—			—			(964	)		(964	)
																		1,508
Accrued preferred stock dividends		—		—		(1,082	)		—			—			—			(1,082	)
Preferred stock redemption value accretion		—		—		(117	)		—			—			—			(117	)
Compensatory stock option expense		—		—		190			—			—			—			190
Notes receivable interest accrued		—		—		—			(35	)		—			—			(35	)
Balance, March 31, 2001 (Unaudited)		100	$	—	$	126,306		$	(2,587	)	$	(849	)	$	(2,651	)	$	120,219

    The accompanying notes are an integral part of the consolidated financial statements.

3

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

(In thousands)

					Three Months Ended March 31,
					2000			2001
					(Unaudited)
Cash flows from operating activities
	Net income				$	2,472		$	755
	Adjustments to reconcile net income to net cash provided by operating activities
			Depreciation and amortization			8,248			6,803
			Deferred income taxes			746			681
			Other, net			359			168
	Changes in assets and liabilities, net of effect from acquisitions
		Accounts receivable				(10,610	)		(5,585	)
		Inventories				(7,348	)		(3,510	)
		Prepaid expenses and other assets				(838	)		(1,046	)
		Accounts payable				5,302			924
		Accrued liabilities				(5,602	)		(2,643	)
		Income taxes payable				1,505			1,072
		Other long-term liabilities				155			244
				Net cash used for operating activities		(5,611	)		(2,137	)
Cash flows from investing activities
	Cash paid for acquisitions					(17,247	)		(28,179	)
	Capital expenditures					(2,604	)		(1,588	)
	Other, net					55			—
				Net cash used for investing activities		(19,796	)		(29,767	)
Cash flows from financing activities
	Net borrowings under senior credit facility					23,300			26,100
	Principal payments on term debt, capitalized leases and other debt					(1,001	)		(1,377	)
	Other, net					(58	)		(77	)
				Net cash provided by financing activities		22,241			24,646
Effect of foreign currency translation on cash						71			(12	)
Net decrease in cash and cash equivalents						(3,095	)		(7,270	)
Cash and cash equivalents at beginning of period						8,199			7,918
Cash and cash equivalents at end of period					$	5,104		$	648

    The accompanying notes are an integral part of the consolidated financial statements.

4

DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Consolidated Financial Statements

    The consolidated interim financial statements included in this report are unaudited. The Company believes the interim financial statements are presented on a basis consistent with the audited financial statements. The Company also believes that the interim financial statements contain all adjustments necessary for a fair statement of the results for such interim periods. All of these adjustments are normal recurring adjustments. The results of operations for interim periods do not necessarily predict the operating results for the full year. The consolidated balance sheet as of December 31, 2000 has been derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles as permitted by interim reporting requirements. The information included in this report should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and related notes included in the Company's 2000 Form 10-K. Some reclassifications have been made to prior periods' financial statements to conform to the 2001 presentation.

Note 2. Unaudited Pro Forma Results of Operations for 2000 Acquisitions

    Unaudited pro forma consolidated results of operations are presented in the table below for three months ended March 31, 2000. The pro forma results of operations reflects the companies acquired during 2000, which are not reflected in the March 31, 2000 historical results, as if all of the acquisitions were consummated as of January 1, 2000. Historical results for 2001, which reflects the companies acquired during 2000, are presented for comparability. Amounts are in thousands.

	Three Months Ended March 31,
	2001 Historical		2000 Pro Forma
	(Unaudited)
Revenues	$	99,151	$	91,482
EBITDA, as defined (Note 10)		23,385		21,447
Net income		2,472		1,264

    The pro forma results of operations do not purport to represent what actual results would have been if the transactions described above occurred on such dates or to project the results of operations for any future period. The above information reflects adjustments for inventory, depreciation, amortization, general and administrative expenses and interest expense based on the new cost basis and debt and capital structure of the Company following the acquisitions.

Note 3. Inventories

    Inventories are comprised of the following as of March 31, 2001 and December 31, 2000 (amounts in thousands):

		March 31, 2001		December 31, 2000
		(Unaudited)
Raw materials		$	50,515	$	49,235
Work-in process			32,310		26,749
Finished goods			8,104		7,693
	Total inventories	$	90,929	$	83,677

5

    Inventoried costs are not in excess of estimated realizable value and include direct engineering, production and tooling costs, and applicable manufacturing overhead. In accordance with industry practice, inventoried costs include amounts relating to programs and contracts with long production cycles. Included above are program costs, principally engineering, of $9,581,000 at March 31, 2001 and $8,603,000 at December 31, 2000 related to long-term contracts that will be recoverable based on future sales. Periodic assessments are performed to ensure recoverability of program costs and adjustments are made, if necessary, to reduce inventoried costs to estimated realizable value. No adjustments were required in 2001 and 2000.

Note 4. Accrued Liabilities

    Accrued liabilities are comprised of the following as of March 31, 2001 and December 31, 2000 (amounts in thousands):

		March 31, 2001		December 31, 2000
		(Unaudited)
Acquisition related contingent consideration		$	3,079	$	20,154
Customer advances and deposits			20,344		19,974
Salaries, wages, compensated absences and payroll related taxes			12,163		15,337
Accrued interest			2,467		3,730
Other accrued liabilities			15,452		17,169
	Total accrued liabilities	$	53,505	$	76,364

Note 5. Long-Term Debt

    Long-term debt includes the following amounts as of March 31, 2001 and December 31, 2000 (amounts in thousands):

			March 31, 2001			December 31, 2000
			(Unaudited)
Senior credit facility
	$25 million working capital revolving line of credit		$	10,700		$	—
	$25 million acquisition revolving line of credit			25,000			12,400
	Term loans			263,443			263,443
12% senior subordinated notes				100,000			100,000
Capital lease obligations and equipment term debt financing, secured by property and equipment				6,486			5,231
Other indebtedness				1,650			2,205
	Total long-term debt			407,279			383,279
	Less current portion			(11,837	)		(9,289	)
		Long-term debt, less current portion	$	395,442		$	373,990

Note 6. Income Taxes

    The provision for income taxes differs from the amount determined by applying the applicable U.S. statutory federal rate to income before income taxes primarily due to the effects of state and foreign income taxes and non-deductible expenses, principally goodwill amortization. The difference in

6

the effective tax rates between periods is mostly a result of the relationship of non-deductible expenses to income before income taxes.

Note 7. Capital Structure

Mandatorily Redeemable Preferred Stock

    The table below summarizes the increase in mandatorily redeemable preferred stock during the three months ended March 31, 2001.

	Number of Shares	Mandatory Redemption Value		Unamortized Issuance Discount			Net Book Value
	(in thousands, except share and per share data)
Balance, December 31, 2000	270,400	$	27,040	$	(3,861	)	$	23,179
Accrued dividends and redemption value accretion	10,816		1,082		117			1,199
Balance, March 31, 2001 (Unaudited)	281,216	$	28,122	$	(3,744	)	$	24,378
Per share liquidation value as of March 31, 2001 (Unaudited)		$	100.00

    Holders of the preferred stock are entitled to receive, when, as and if declared, dividends at a rate equal to 16% per annum. Prior to June 30, 2005, the Company may, at its option, pay dividends either in cash or by the issuance of additional shares of preferred stock. For the three months ended March 31, 2001, the Company elected to issue 10,816 additional shares in lieu of cash dividend payments. The accrued dividends and redemption value accretion were charged to additional paid-in capital.

Note 8. Commitments and Contingencies

Contingent Acquisition Consideration

    The determinable amounts of the Company's remaining maximum contingent consideration payment obligations, as of March 31, 2001, are summarized below. The contingent consideration is payable based upon the acquired companies level of attainment of their defined performance criteria in future periods and excludes amounts earned and recorded through March 31, 2001 (Notes 2, 4 and 9). Provided the defined performance criteria is attained for the future years ending December 31^st as indicated below, the Company's determinable maximum contingent consideration payment obligation will be (amounts in thousands):

			(Unaudited)
For the year ending December 31,
	2001		$	1,450
	2002			1,350
	2003			750
		Total maximum determinable obligation	$	3,550

    Contingent consideration payable, if any, is payable during the first quarter of the following year.

7

Funding of DeCrane Holdings Preferred Stock Obligations

    The Company is a wholly owned subsidiary of DeCrane Holdings whose capital structure also includes mandatorily redeemable preferred stock. Since the Company is DeCrane Holdings' only operating subsidiary and source of cash, the Company may be required to fund DeCrane Holdings' preferred stock dividend and redemption obligations in the future.

    DeCrane Holdings' preferred stock dividends are payable quarterly at a rate of 14% per annum. Prior to September 30, 2005, dividends are not paid in cash but instead accrete to the liquidation value of the preferred stock, which, in turn, increases the redemption obligation. On or after September 30, 2005, preferred stock dividends are required to be paid in cash, if declared. The DeCrane Holdings preferred stock has a total redemption value of $48,906,000 as of March 31, 2001, including accumulated dividends.

Note 9. Consolidated Statements of Cash Flows

    The following information supplements the Company's consolidated statements of cash flows (amounts in thousands):

			Three Months Ended March 31,
			2001		2000
			(Unaudited)
Components of cash paid for acquisitions
	Contingent consideration paid for previously completed acquisitions		$	17,075	$	27,900
	Additional acquisition related expenses			172		279
		Total cash paid for acquisitions	$	17,247	$	28,179

Note 10. Business Segment Information

    The Company supplies products and services to the general aviation industry. The Company's subsidiaries are organized into three groups, each of which are strategic businesses that are managed separately because each business develops, manufactures and sells distinct products and services. The groups and a description of their businesses are as follows:

•

Cabin Management—provides interior cabin components for the corporate aircraft market, including furniture, cabinetry, seats and in-flight entertainment systems;



•

Specialty Avionics—designs, engineers and manufactures electronic components, display devices and interconnect components and assemblies; and



•

Systems Integration—provides auxiliary fuel tanks, auxiliary power units and system integration services.

    Management utilizes more than one measurement to evaluate group performance and allocate resources, however, EBITDA is considered to be the primary measurement of overall group economic returns and cash flows. Management defines EBITDA as earnings before interest, income taxes, depreciation and amortization, restructuring and asset impairment charges, acquisition related charges and other noncash and nonoperating charges. This is consistent with the manner in which the Company's lenders and ultimate investors measure its overall performance.

8

    The accounting policies of the groups are substantially the same as those described in the summary of significant accounting policies in Note 1 to the audited financial statements. Some transactions are recorded at the Company's corporate headquarters and are not allocated to the groups, such as, most of the Company's cash and cash equivalents, debt and related net interest expense, corporate headquarters costs and income taxes.

			Three Months Ended March 31,
			2001			2000
			(Unaudited)
Revenues
	Cabin Management		$	51,359		$	36,224
	Specialty Avionics			31,273			26,797
	Systems Integration			16,734			16,609
	Inter-group elimination(1)			(215	)		(452	)
		Consolidated totals	$	99,151		$	79,178
EBITDA(2)
	Cabin Management		$	13,398		$	9,541
	Specialty Avionics			7,827			6,133
	Systems Integration			4,096			3,442
	Corporate(3)			(1,936	)		(1,803	)
	Inter-group elimination(4)			—			(131	)
		Consolidated totals	$	23,385		$	17,182
Total assets (as of period end)
	Cabin Management		$	324,561		$	189,160
	Specialty Avionics			228,044			223,379
	Systems Integration			83,971			90,044
	Corporate(5)			39,449			25,905
	Inter-group elimination(6)			(339	)		(707	)
		Consolidated totals	$	675,686		$	527,781

(1)

Inter-group sales are accounted for at prices comparable to sales to unaffiliated customers, and are eliminated in consolidation.

9

(2)

The table below reconciles EBITDA to consolidated income from operations and income before income taxes (amounts in thousands).

		Three Months Ended March 31,
		2001			2000
		(Unaudited)
Consolidated EBITDA		$	23,385		$	17,182
Depreciation and amortization(a)			(7,695	)		(6,200	)
Acquisition related charges not capitalized			(81	)		(4	)
Other noncash charges			(190	)		(85	)
	Consolidated income from operations		15,419			10,893
Interest expense			(10,455	)		(8,676	)
Other expenses, net			(105	)		(64	)
	Consolidated income before income taxes	$	4,859		$	2,153

(a)   Reflects depreciation and amortization of long-lived assets, goodwill and other intangible assets. Excludes amortization of deferred financing costs, which are classified as a component of interest expense, of $553,000 and $603,000 for the three months ended March 31, 2001 and 2000, respectively.

(3)

Reflects the Company's corporate headquarters costs and expenses not allocated to the groups.

(4)

Reflects elimination of the effect of inter-group profits in inventory.

(5)

Reflects the Company's corporate headquarters assets, excluding investments in and notes receivable from subsidiaries.

(6)

Reflects elimination of inter-group receivables and profits in inventory as of period end.

Note 11. Supplemental Condensed Consolidating Financial Information

    In conjunction with the senior credit facility and 12% senior subordinated notes described in Note 5, the following condensed consolidating financial information is presented segregating the Company, as the issuer, and guarantor and non-guarantor subsidiaries. The accompanying financial information in the guarantor subsidiaries column reflects the financial position, results of operations and cash flows for those subsidiaries guaranteeing the senior credit facility and the notes.

    The guarantor subsidiaries are wholly-owned subsidiaries of the Company and their guarantees are full and unconditional on a joint and several basis. There are no restrictions on the ability of the guarantor subsidiaries to transfer funds to the issuer in the form of cash dividends, loans or advances. Separate financial statements of the guarantor subsidiaries are not presented because management believes that such financial statements would not be material to investors. Investments in subsidiaries in the following condensed consolidating financial information are accounted for under the equity method of accounting. Consolidating adjustments include the following:

(1)

Elimination of investments in subsidiaries.



(2)

Elimination of intercompany accounts.



(3)

Elimination of intercompany sales between guarantor and non-guarantor subsidiaries.



(4)

Elimination of equity in earnings of subsidiaries.

10

Balance Sheets

				March 31, 2001 (Unaudited)
				Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
				(in thousands)
Assets
Current assets
	Cash and cash equivalents			$	4,763		$	252	$	89		$	—		$	5,104
	Accounts receivable, net				—			68,312		1,172			—			69,484
	Inventories				—			89,117		1,812			—			90,929
	Other current assets				14,278			1,224		236			—			15,738
		Total current assets			19,041			158,905		3,309			—			181,255
Property and equipment, net					4,257			53,799		2,601			—			60,657
Other assets, principally intangibles, net					16,151			408,095		9,528			—			433,774
Investments in subsidiaries					401,192			20,685		—			(421,877	)(1)		—
Intercompany receivables					237,589			75,999		4,795			(318,383	)(2)		—
		Total assets		$	678,230		$	717,483	$	20,233		$	(740,260	)	$	675,686
Liabilities, Mandatorily Redeemable Preferred Stock and Stockholder's Equity
Current liabilities
	Short-term borrowings			$	10,691		$	1,122	$	24		$	—		$	11,837
	Other current liabilities				17,146			64,528		1,665			—			83,339
		Total current liabilities			27,837			65,650		1,689			—			95,176
Long-term debt					389,346			6,096		—			—			395,442
Intercompany payables					75,999			242,384		—			(318,383	)(2)		—
Other long-term liabilities					37,800			2,161		510			—			40,471
Mandatorily redeemable preferred stock					24,378			—		—			—			24,378
Stockholder's equity
	Paid-in capital				123,719			338,729		15,440			(354,169	)(1)		123,719
	Retained earnings (deficit)				(849	)		62,463		5,245			(67,708	)(1)		(849	)
	Accumulated other comprehensive loss				—			—		(2,651	)		—			(2,651	)
		Total stockholder's equity			122,870			401,192		18,034			(421,877	)		120,219
			Total liabilities, mandatorily redeemable preferred stock and stockholder's equity	$	678,230		$	717,483	$	20,233		$	(740,260	)	$	675,686

11

				December 31, 2000
				Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
				(in thousands)
Assets
Cash and cash equivalents				$	7,553		$	233	$	413		$	—		$	8,199
	Accounts receivable, net				—			57,288		1,735			—			59,023
	Inventories				—			82,013		1,664			—			83,677
	Other current assets				14,814			1,118		145			—			16,077
		Total current assets			22,367			140,652		3,957			—			166,976
Property and equipment, net					4,423			52,303		2,765			—			59,491
Other assets, principally intangibles, net					16,514			412,730		10,338			—			439,582
Investments in subsidiaries					394,794			20,739		—			(415,533	)(1)		—
Intercompany receivables					251,725			92,991		3,863			(348,579	)(2)		—
		Total assets		$	689,823		$	719,415	$	20,923		$	(764,112	)	$	666,049
Liabilities, Mandatorily Redeemable Preferred Stock and Stockholder's Equity
Current liabilities
	Short-term borrowings			$	7,997		$	1,266	$	26		$	—		$	9,289
	Other current liabilities				38,635			60,276		1,262			—			100,173
		Total current liabilities			46,632			61,542		1,288			—			109,462
Long-term debt					368,837			5,147		6			—			373,990
Intercompany payables					92,991			255,588		—			(348,579	)(2)		—
Other long-term liabilities					36,742			2,344		577			—			39,663
Mandatorily redeemable preferred stock					23,179			—		—			—			23,179
Stockholder's equity
	Paid-in capital				124,763			338,729		15,440			(354,169	)(1)		124,763
	Retained earnings (deficit)				(3,321	)		56,065		5,299			(61,364	)(1)		(3,321	)
	Accumulated other comprehensive loss				—			—		(1,687	)		—			(1,687	)
		Total stockholder's equity			121,442			394,794		19,052			(415,533	)		119,755
			Total liabilities, mandatorily redeemable preferred stock and stockholder's equity	$	689,823		$	719,415	$	20,923		$	(764,112	)	$	666,049

12

Statements of Operations

		Three Months Ended March 31, 2001 (Unaudited)
		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
		(in thousands)
Revenues		$	—		$	98,193		$	2,712		$	(1,754	)(3)	$	99,151
Cost of sales			—			63,502			2,358			(1,754	)(3)		64,106
	Gross profit		—			34,691			354			—			35,045
Selling, general and administrative expenses			2,422			11,987			251			—			14,660
Amortization of intangible assets			76			4,787			103			—			4,966
Interest expense			10,194			251			10			—			10,455
Intercompany charges			(5,239	)		5,239			—			—			—
Equity in earnings of subsidiaries			(6,398	)		(4	)		—			6,402	(4)		—
Other expenses (income), net			75			72			(42	)		—			105
Provision for income taxes (benefit)			(3,602	)		5,961			28			—			2,387
	Net income	$	2,472		$	6,398		$	4		$	(6,402	)	$	2,472

		Three Months Ended March 31, 2000 (Unaudited)
		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
		(in thousands)
Revenues		$	—		$	78,557		$	3,148		$	(2,527	)(3)	$	79,178
Cost of sales			—			53,097			2,456			(2,527	)(3)		53,026
	Gross profit		—			25,460			692			—			26,152
Selling, general and administrative expenses			1,976			8,698			372			—			11,046
Amortization of intangible assets			51			4,048			114			—			4,213
Interest expense (income)			8,577			102			(3	)		—			8,676
Intercompany charges			(3,258	)		3,258			—			—			—
Equity in earnings of subsidiaries			(5,199	)		(187	)		—			5,386	(4)		—
Other expenses (income), net			3			81			(20	)		—			64
Provision for income taxes (benefit)			(2,905	)		4,261			42			—			1,398
	Net income	$	755		$	5,199		$	187		$	(5,386	)	$	755

13

Statements of Cash Flows

		Three Months Ended March 31, 2001 (Unaudited)
		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
		(in thousands)
Cash flows from operating activities
Net income		$	2,472		$	6,398		$	4		$	(6,402	)(4)	$	2,472
Noncash adjustments
	Equity in earnings of subsidiaries		(6,398	)		(4	)		—			6,402	(4)		—
	Other noncash adjustments		2,309			6,470			574			—			9,353
Changes in working capital			(7,077	)		(9,601	)		(758	)		—			(17,436	)
	Net cash provided by (used for) operating activities		(8,694	)		3,263			(180	)		—			(5,611	)
Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired			(17,247	)		—			—			—			(17,247	)
Capital expenditures and other			(51	)		(2,290	)		(208	)		—			(2,549	)
	Net cash used for investing activities		(17,298	)		(2,290	)		(208	)		—			(19,796	)
Cash flows from financing activities
Net senior credit facility borrowings			23,300			—			—			—			23,300
Principal payments on term debt, capitalized leases and other debt			(98	)		(896	)		(7	)		—			(1,001	)
Other, net			—			(58	)		—			—			(58	)
	Net cash provided by (used for) financing activities		23,202			(954	)		(7	)		—			22,241
Effect of foreign currency translation on cash			—			—			71			—			71
Net increase (decrease) in cash and equivalents			(2,790	)		19			(324	)		—			(3,095	)
Cash and equivalents at beginning of period			7,553			233			413			—			8,199
Cash and equivalents at end of period		$	4,763		$	252		$	89		$	—		$	5,104

14

		Three Months Ended March 31, 2000 (Unaudited)
		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
		(in thousands)
Cash flows from operating activities
Net income		$	755		$	5,199		$	187		$	(5,386	)(4)	$	755
Noncash adjustments
	Equity in earnings of subsidiaries		(5,199	)		(187	)		—			5,386	(4)		—
	Other noncash adjustments		1,483			5,920			249			—			7,652
Changes in working capital			(539	)		(9,774	)		(231	)		—			(10,544	)
	Net cash provided by (used for) operating activities		(3,500	)		1,158			205			—			(2,137	)
Cash flows from investing activities
Cash paid for acquisitions			(28,179	)		—			—			—			(28,179	)
Capital expenditures and other			(238	)		(1,198	)		(152	)		—			(1,588	)
	Net cash used for investing activities		(28,417	)		(1,198	)		(152	)		—			(29,767	)
Cash flows from financing activities
Net senior credit facility borrowings			26,100			—			—			—			26,100
Principal payments on term debt, capitalized leases and other debt			(1,032	)		(332	)		(13	)		—			(1,377	)
Other, net			—			(77	)		—			—			(77	)
	Net cash provided by (used for) financing activities		25,068			(409	)		(13	)		—			24,646
Effect of foreign currency translation on cash			—			—			(12	)		—			(12	)
Net increase (decrease) in cash and equivalents			(6,849	)		(449	)		28			—			(7,270	)
Cash and equivalents at beginning of period			7,839			(323	)		402			—			7,918
Cash and equivalents at end of period		$	990		$	(772	)	$	430		$	—		$	648

15

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The following discussions should be read in conjunction with our financial statements and accompanying notes included in this report.

Overview

    Our financial position and results of operations have been affected by our history of acquisitions. As a result, our historical financial statements do not reflect the financial position and results of operations of our current businesses. Our most recent acquisitions, which affect the comparability of the historical financial condition and results of operations described herein, consist of our Cabin Management Group's acquisitions of Carl F. Booth & Co. on May 11, 2000 and ERDA on June 30, 2000.

    Our historical financial statements reflect the financial position and results of operations of the acquired businesses subsequent to their respective acquisition dates.

Results of Operations

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

    Revenues.  Revenues increased $20.0 million, or 25.2%, to $99.2 million for the three months ended March 31, 2001 from $79.2 million for the three months ended March 31, 2000. The increase primarily results from the inclusion of revenues in 2001 from companies we acquired during 2000. By segment, revenues changed as follows:

		Increase (Decrease) From 2000
		Amount		Percent
		(in millions)
Cabin Management		$	15.1	41.8	%
Specialty Avionics			4.6	17.0
Systems Integration			0.1	0.8
Inter-group elimination			0.2
	Total	$	20.0

    Cabin Management.  Revenues increased by $15.1 million, or 41.8% over the prior year, due to:

•

the inclusion of $13.4 million of revenues resulting from our acquisitions of Carl F. Booth & Co. and ERDA in 2000; and



•

a $1.7 million increase in cabin furniture and related products revenues reflecting primarily a higher volume of corporate jet production by the aircraft manufacturers.

    Specialty Avionics.  Revenues increased by $4.6 million, or 17.0% from the prior year, due to:

•

a $4.1 million increase in cockpit audio, communications, lighting and power and control devices revenues; and



•

a $0.5 million revenue increase resulting from higher unit volume for our interconnect products.

    Systems Integration.  Revenues increased by $0.1 million, or 0.8% over the prior year, due to:

•

a $1.6 million revenue increase in auxiliary fuel tank systems and power units; offset by



•

a $1.5 million decrease in cabin and flight deck systems integration revenues.

16

    Gross profit.  Gross profit increased $8.9 million, or 34.0%, to $35.0 million for the three months ended March 31, 2001. The increase primarily results from the inclusion of gross profit in 2001 from companies we acquired in 2000. Gross profit as a percent of revenues increased to 35.3% for the three months ended March 31, 2001 from 33.1% for the same period last year primarily as a result of improved profit margins in our Specialty Avionics and Systems Integration groups. By segment, gross profit changed as follows:

		Increase (Decrease) From 2000
		Amount		Percent
		(in millions)
Cabin Management		$	5.1	39.4	%
Specialty Avionics			2.3	27.3
Systems Integration			1.3	24.6
Inter-group elimination			0.2
	Total	$	8.9

    Cabin Management.  Gross profit increased by $5.1 million, or 39.4% over the prior year due to:

•

a $4.9 million increase in gross profit resulting from our 2000 acquisitions; and



•

a $0.9 million increase related to higher volume for our cabin furniture and related products; offset by



•

a $0.7 million decrease resulting from higher engineering and field service costs for entertainment system products associated with testing and certification of new products.

    Specialty Avionics.  Gross profit increased by $2.3 million, or 27.3% from the prior year, due to:

•

a $2.3 million increase related to higher unit volume for our cockpit audio, communications, lighting and power and control devices products; and



•

a $1.0 million increase related to a shift in product mix to items with higher margins; offset by



•

a $0.7 million decrease related to higher material and labor costs for our interconnect products; and



•

a $0.3 million decrease related to labor inefficiencies caused by rolling blackouts and higher electrical energy costs at our California-based facilities.

    Systems Integration.  Gross profit increased by $1.3 million, or 24.6% over the prior year, due to:

•

a $0.5 million increase due to higher auxiliary fuel tank systems volume; and



•

a $0.6 million increase in gross profit resulting from improved auxiliary fuel tank manufacturing and installation efficiencies; and



•

a $0.2 million increase resulting, in part, from improved operating results subsequent to our fourth quarter 1999 restructuring.

    Selling, general and administrative expenses.  Selling, general and administrative expenses increased $3.6 million, or 33.1%, to $14.7 million for the three months ended March 31, 2001, from $11.0 million for the same period last year. The increase primarily results from the inclusion of $2.1 million of SG&A expenses in 2001 from companies we acquired in 2000. SG&A expenses as a

17

percent of revenues increased to 14.8% for the three months ended March 31, 2001 compared to 13.9% for the same period last year. By segment, SG&A expenses changed as follows:

	Increase (Decrease) From 2000
	Amount		Percent
	(in millions)
Cabin Management	$	2.1	57.2	%
Specialty Avionics		0.5	18.1
Systems Integration		0.5	21.5
Corporate		0.5	24.3
Total	3.6

    Cabin Management.  SG&A expenses increased by $2.1 million, or 57.2% over the prior year, due to the inclusion of companies acquired during 2000.

    Specialty Avionics.  SG&A expenses increased by $0.5 million, or 18.1% from the prior year, due to higher labor and employee benefit costs.

    Systems Integration.  SG&A expenses increased by $0.5 million, or 21.5% over the prior year, due to:

•

a $0.3 million increase related to an increase in engineering project management; and



•

a $0.2 million increase in related to higher labor and employee benefit costs.

    Corporate.  SG&A expenses increased by $0.5 million, or 24.3% over the prior year due to:

•

a $0.1 million increase in labor and employee benefit costs and spending for sales and marketing programs; and



•

a $0.4 million increase in depreciation and other noncash and acquisition related charges.

    Depreciation and amortization of intangibles.  Depreciation and amortization expense, which includes amortization of goodwill and identifiable intangible assets, increased $1.5 million, or 24.1%, for the three months ended March 31, 2001. The increase results from the inclusion of $1.1 million of depreciation and amortization expense in 2001 from companies we acquired during 2000 and additional depreciation reflecting our capital expenditures during the period.

    EBITDA and Operating income.  EBITDA increased $6.2 million to $23.4 million, or 35.9%, for the three months ended March 31, 2001, from $17.2 million for the same period last year. The increase results, in part, from the contribution to year 2001 results from companies we acquired during 2000. EBITDA as a percent of revenues increased to 23.6% for the three months ended March 31, 2001, from 21.7% for the same period last year. Operating income increased $4.5 million to $15.4 million, or

18

41.2%, for the three months ended March 31, 2001, from $10.9 million for the same period last year. By segment, EBITDA changed as follows:

			Increase (Decrease) From 2000
			Amount			Percent
			(in millions)
EBITDA
	Cabin Management		$	3.8		40.4	%
	Specialty Avionics			1.7		27.3
	Systems Integration			0.7		19.0
	Corporate			(0.1	)	(7.4	)
	Inter-group elimination			0.1
		Total EBITDA		6.2
Depreciation and amortization				(1.5	)
Other noncash and acquisition related charges				(0.2	)
		Total operating income	$	4.5

    Cabin Management.  EBITDA increased by $3.8 million, or 40.4% over the prior year, due to our 2000 acquisitions and increased volume to support higher production levels of corporate jets.

    Specialty Avionics.  EBITDA increased by $1.7 million, or 27.3% from the prior year, due to higher demand for our commercial aircraft products.

    Systems Integration.  EBITDA increased by $0.7 million, or 19.0% from the prior year, due to:

•

a $0.9 million increase resulting primarily from favorable auxiliary fuel tank and power unit manufacturing efficiencies; offset by



•

a $0.2 million decrease resulting from higher SG & A costs.

    Corporate.  EBITDA decreased by $0.1 million, or 7.4% from the prior year, due to higher labor and sales and marketing costs.

    Interest expense.  Interest expense increased $1.8 million to $10.5 million for the three months ended March 31, 2000, from $8.7 million for the same period last year, due to:

•

a $2.2 million increase resulting from higher debt levels associated with our acquisition of companies during 2000; offset by



•

a $0.4 million decrease resulting from lower average interest rates charged by our lenders during 2001.

    Provision for income taxes.  The provision for income taxes differs from the amount determined by applying the applicable U.S. statutory federal rate to the income before income taxes primarily due to the effects of state and foreign income taxes and non-deductible expenses, principally goodwill amortization. The difference in the effective tax rates between periods is mostly a result of the relationship of non-deductible expenses to income before income taxes.

    Net income.  Net income increased $1.7 million to $2.5 million for the three months ended March 31, 2001 compared to $0.8 million for the same period in 2000.

19

    Net income applicable to common stockholder.  Net income applicable to DeCrane Holdings, our common stockholder, increased $0.5 million to $1.3 million for the three months ended March 31, 2001 compared to $0.8 million for the same period in 2000. The net increase is attributable to:

•

a $1.7 million increase in net income; offset by



•

a $1.2 million increase in accrued dividends and redemption value accretion resulting from the issuance of 16% mandatorily redeemable preferred stock on June 30, 2000.

    Bookings.  Bookings increased $37.1 million, or 51.1%, to $109.7 million for the three months ended March 31, 2001 compared to $72.6 million for the same period in 2000. The increase in bookings for 2001 results from:

•

a $13.7 million increase associated with companies we acquired in 2000; and



•

a $23.4 million increase related to business growth, principally related to our Cabin Management and Specialty Avionics group's product lines.

    Backlog at end of period.  Backlog increased $10.0 million to $188.3 million as of March 31, 2001compared to $178.3 million as of December 31, 2000. The increase in backlog for 2001 primarily relates to our Cabin Management group.

Liquidity and Capital Resources

    We have required cash primarily to fund acquisitions and, to a lesser extent, to fund capital expenditures and for working capital. Our principal sources of liquidity have been cash flow from operations, third party borrowings, capital contributions from DeCrane Holdings and the issuance of preferred stock.

    Cash used by operating activities was $5.6 million for the three months ended March 31, 2001, which is the net of $11.8 million of cash provided by operations after adding back depreciation, amortization and other noncash items, $17.6 million used for working capital offset by $0.2 million resulting from a increase in other liabilities. The following factors contributed to the $17.6 million working capital increase:

•

a $10.6 million accounts receivable increase resulting from higher revenues, timing differences relating to completion of projects versus the associated collection and the timing of other collections.



•

a $7.4 million inventory increase resulting from longer production lead times and inventory level increases to meet current and projected revenue growth;



•

a $0.8 million increase in prepaid and other assets; and



•

a $0.3 million net decrease in accounts payable and accrued expenses; offset by



•

a $1.5 million increase in income taxes payable due to higher current taxable income.

    Cash used for investing activities was $19.8 million for the three months ended March 31, 2001, and consisted of:

•

$17.2 million for contingent acquisition consideration paid during 2001; and



•

$2.6 million for capital expenditures.

    We anticipate spending approximately $15.0 million for capital expenditures in 2001.

    Cash provided by financing activities was $22.2 million for the three months ended March 31, 2001 and was primarily used to fund the payment of contingent acquisition consideration. We obtained these

20

funds by borrowing $23.3 million under our senior credit facility. We used $1.1 million to make principal payments on our senior term debt, capitalized leases and other debt.

    At March 31, 2001, senior credit facility borrowings totaling $299.1 million are at variable interest rates based on defined margins over the current prime or Eurodollar rates. At March 31, 2001 we had $86.1 million of working capital and had $14.3 million of borrowings available under our working capital credit facility and no funds available under our acquisition credit facility. Although we cannot be certain, we believe that operating cash flow, together with borrowings under our bank credit facility, will be sufficient to meet our future short- and long-term operating expenses, working capital requirements, capital expenditures and debt service obligations for the next twelve months. However, our ability to pay principal or interest, to refinance our debt and to satisfy our other debt obligations will depend on our future operating performance. We will be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, we are continually considering acquisitions that complement or expand our existing businesses or that may enable us to expand into new markets. Future acquisitions may require additional debt, equity financing or both. We may not be able to obtain any additional financing on acceptable terms.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We are exposed to various market risks, including interest rates and changes in foreign currency exchange rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. From time to time we use derivative financial instruments to manage and reduce risks associated with these factors. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk. A significant portion of our capital structure is comprised of long-term variable- and fixed-rate debt.

    Market risk related to our variable-rate debt is estimated as the potential decrease in pre-tax earnings resulting from an increase in interest rates. The interest rates applicable to variable-rate debt are, at our option, based on defined margins over the current prime or Eurodollar rates. At March 31, 2001, the current prime rate was 8.00% and the current Eurodollar rate was 5.28%. Based on $299.1 million of variable-rate debt outstanding as of March 31, 2001, a hypothetical one percent rise in interest rates, to 9.00% for prime rate borrowings and 6.28% for Eurodollar borrowings, would reduce our pre-tax earnings by $3.0 million annually. We have, during periods prior to 1998, purchased interest rate cap contracts to limit our exposure related to rising interest rates on our variable-rate debt. While we have not entered into similar contracts during the last three years, we may do so in the future depending on our assessment of future interest rate trends.

    The estimated fair value of our $100.0 million fixed-rate long-term debt is approximately $93.0 million at March 31, 2001. Market risk related to our fixed-rate debt is deemed to be the potential increase in fair value resulting from a decrease in interest rates. For example, a hypothetical ten percent decrease in the interest rates, from 12.0% to 10.8%, would increase the fair value of our fixed-rate debt by approximately $7.0 million.

    Foreign Currency Exchange Rate Risk.  Our foreign customers are located in various parts of the world, primarily Western Europe, the Far East and Canada, and one of our subsidiaries operates in Western Europe and one has a manufacturing facility in Mexico. To limit our foreign currency exchange rate risk related to sales to our customers, orders are primarily valued and sold in U.S. dollars. From time to time we have entered into forward foreign exchange contracts to limit our exposure related to foreign inventory procurement and operating costs. However, while we have not entered into any such contracts since 1998 and no such contracts are open as of March 31, 2001, we may do so in the future depending on our assessment of future foreign exchange rate trends.

21

Special Note Regarding Forward-Looking Statements

    All statements other than statements of historical facts included in this report are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which are difficult to predict. We are vulnerable to a variety of factors that affect many businesses, such as:

•

fuel prices and general economic conditions that affect demand for aircraft and air travel, which in turn affect demand for our products and services;



•

our reliance on key customers and the adverse effect a significant decline in business from any one of them would have on our business;



•

changes in prevailing interest rates and the availability of financing to fund our plans for continued growth;



•

competition from larger companies;



•

Federal Aviation Administration prescribed standards and licensing requirements, which apply many of the products and services we provide;



•

inflation, and other general changes in costs of goods and services;



•

liability and other claims asserted against us that exceeds our insurance coverage;



•

the ability to attract and retain qualified personnel;



•

labor disturbances; and



•

changes in operating strategy, or our acquisition and capital expenditure plans.

    Changes in such factors could cause our actual results to differ materially from those contemplated in such forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should not rely on our forward-looking statements as if they were certainties.

Incorporation of Documents by Reference

    We have filed with the Securities and Exchange Commission, and are including within this report by referring to it here, our Form 10-K for the year ended December 31, 2000. The Form 10-K includes our audited financial statements, which we refer to in this report.

    You may read and copy any reports, statements or other information we file at the SEC's reference room in Washington D.C. Please call the SEC at (202) 942-8090 for further information on the operation of the reference rooms. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC, or review our SEC filings on the SEC's EDGAR web site, which can be found at http:\\www.sec.gov. You may also write or call us at our corporate office located at 2361 Rosecrans Avenue, Suite 180, El Segundo, California 90245. Our telephone number is (310) 725-9123.

22

PART II—OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    Refer to the legal proceedings described in Item 3 of our Form 10-K for the year ended December 31, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.

Exhibits

10.10.4 Increased Commitments Agreement, dated as of April 27, 2001, pursuant to Third Amended and Restated Credit Agreement, dated as of May 11, 2000, as amended by the First Amendment to the Third Amended and Restated Credit Agreement, dated as of June 30, 2000 **

*

Previously filed

**

Filed herewith

b.

Reports on Form 8-K

    None

SIGNATURES

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

	DECRANE AIRCRAFT HOLDINGS, INC. (Registrant)
May 14, 2001	By:	/s/ RICHARD J. KAPLAN Richard J. Kaplan Senior Vice President, Chief Financial Officer, Secretary, Treasurer and Director

23

QuickLinks

Table of Contents
PART I—FINANCIAL INFORMATION
DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data)
DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands)
DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholder's Equity (In thousands, except share data)
DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
DECRANE AIRCRAFT HOLDINGS, INC. AND SUBSIDIARIES Condensed Notes to Consolidated Financial Statements (Unaudited)
Overview
Results of Operations
Liquidity and Capital Resources
Special Note Regarding Forward-Looking Statements
Incorporation of Documents by Reference
PART II—OTHER INFORMATION
SIGNATURES

EX-10.10(4)

                                                                 EXHIBIT 10.10.4

                         DECRANE AIRCRAFT HOLDINGS, INC.

                     INCREASED COMMITMENTS AGREEMENT PURSUANT
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


         This INCREASED COMMITMENTS AGREEMENT PURSUANT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT (this "AGREEMENT") is dated as of April 27, 2001 and
entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware
corporation ("COMPANY"), the financial institutions listed on the signature
pages hereof as additional Tranche D Term Loan Lenders ("SECOND ADDITIONAL
TRANCHE D TERM LOAN LENDERS"), Credit Suisse First Boston (as successor to DLJ
Capital Funding, Inc.), as syndication agent for Lenders ("SYNDICATION AGENT"),
and Bank One, NA, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"),
and is made with reference to that certain Third Amended and Restated Credit
Agreement dated as of May 11, 2000, as amended by a First Amendment to Third
Amended and Restated Credit Agreement (the "FIRST AMENDMENT") dated as of June
30, 2000 (the "CREDIT AGREEMENT"), by and among Company, the lenders listed on
the signature pages thereof ("LENDERS"), Syndication Agent and Administrative
Agent. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, Company, pursuant to subsection 2.1A (vii) of the Credit
Agreement, has requested, by notice to Agents, that Lenders and/or financial
institutions satisfactory to Agents provide additional Commitments for Tranche D
Term Loans;

         WHEREAS, Second Additional Tranche D Term Loan Lenders have agreed to
provide $20,000,000 of additional Tranche D Term Loans on the terms and
conditions set forth in subsection 2.1A (vii) of the Credit Agreement and
otherwise applicable to Tranche D Term Loans set forth in the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.  INCREASED TRANCHE D TERM LOAN COMMITMENTS

         1.1      INCREASE IN COMMITMENTS

         Each Second Additional Tranche D Term Loan Lender severally agrees to
lend to Company on April 27, 2001 (the "INCREASED COMMITMENTS CLOSING DATE") an
amount not exceeding its pro rata share of the aggregate amount of the Second
Additional Tranche D Term Loan Commitments, which pro rata share is set forth
opposite its name on SCHEDULE I attached hereto, in each case to be used for the
purpose of repaying outstanding Working Capital Loans and Acquisition Loans. The
amount of each Second Additional Tranche D Term Loan Lender's commitment to
provide an additional Tranche D Term Loan on the Increased Commitments Closing
Date is set forth opposite such Second Additional Tranche D Term Loan Lender's
name on SCHEDULE I annexed hereto. The aggregate amount of the Second Additional
Tranche D Term

                                       1


Loan Commitments is $20,000,000; PROVIDED that the Second Additional Tranche D
Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give
effect to any assignments of the Second Additional Tranche D Term Loan
Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's
Second Additional Tranche D Term Loan Commitment shall expire immediately and
without further action at the close of business on the Increased Commitments
Closing Date if the Second Additional Tranche D Term Loans are not made on such
date. Company may make only one borrowing under the Second Additional Tranche D
Term Loan Commitments. Amounts borrowed under this Agreement and subsequently
repaid or prepaid may not be reborrowed.

         1.2      AMORTIZATION OF SECOND ADDITIONAL TRANCHE D TERM LOANS

         Company shall make principal payments on the Second Additional Tranche
D Term Loans (in addition to the principal payments on the other Tranche D Term
Loans) in installments on each of the following dates in the aggregate amount
set forth opposite such date in the table set forth below:



      --------------------------------------------------------------------------------
                                                           SCHEDULED REPAYMENT
                                                      OF SECOND ADDITIONAL TRANCHE
                 SCHEDULED REPAYMENT DATE                     D TERM LOANS
      ---------------------------------------------------------------------------------
                                                   
         June 30, 2001                                            $50,000
         September 30, 2001                                        50,000
         December 31, 2001                                         50,000

         March 31, 2002                                            50,000
         June 30, 2002                                             50,000
         September 30, 2002                                        50,000
         December 31, 2002                                         50,000

         March 31, 2003                                            50,000
         June 30, 2003                                             50,000
         September 30, 2003                                        50,000
         December 31, 2003                                         50,000

         March 31, 2004                                            50,000
         June 30, 2004                                             50,000
         September 30, 2004                                        50,000
         December 31, 2004                                         50,000

         March 31, 2005                                            50,000
         June 30, 2005                                             50,000
         September 30, 2005                                        50,000
         December 31, 2005                                         50,000

         March 31, 2006                                         4,762,500
         June 30, 2006                                          4,762,500
         September 30, 2006                                     4,762,500
         December 17, 2006                                      4,762,500
                                                    ------------------------------------
                                    Total                     $20,000,000


                                       2


         1.3      NOTES

         Company shall issue to each Lender with a Second Additional Tranche D
Term Loan Commitment (or to Administrative Agent for that Lender) that has so
requested on at least one Business Day's notice a Tranche D Term Note
substantially in the form of EXHIBIT XXXII annexed hereto to evidence that
Lender's Second Additional Tranche D Term Loan, in the principal amount of that
Lender's Second Additional Tranche D Term Loan and with other appropriate
insertions.

         1.4      SECOND ADDITIONAL TRANCHE D TERM LOAN LENDERS

         Pursuant to subsection 2.1A(vii) of the Credit Agreement, each of the
Second Additional Tranche D Term Loan Lenders hereby agrees to become a party to
the Credit Agreement as a Lender with a Commitment in an amount set forth
opposite its name in SCHEDULE I attached hereto, and to be bound by all the
terms and provisions of the Credit Agreement applicable to a Lender.

         1.5      RESTATED AGREEMENT

         For reference purposes, attached hereto as EXHIBIT A is an Amended and
Restated Credit Agreement, which reflects the increase in Commitments and
related amendments effected pursuant to this Agreement and the amendment
effected by the First Amendment.

SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT

         To implement the increase in the Tranche D Term Loan Commitments and
the Tranche D Term Loans pursuant hereto, the Credit Agreement is amended in the
following respects:

         2.1      AMENDMENTS TO SECTION 1: DEFINITIONS

         A.       Subsection 1.1 of the Credit Agreement is hereby amended by
inserting the following definition of "Increased Commitments Agreement":

         "`INCREASED COMMITMENTS AGREEMENT' means the Increased Commitments
         Agreement entered into by Company, Agents and Lenders party thereto
         pursuant to subsection 2.1A(vii) of the Credit Agreement."

         B.       Subsection 1.1 of the Credit Agreement is further amended by
inserting the following definition of "Second Additional Tranche D Term Loan
Commitment":

         "`SECOND ADDITIONAL TRANCHE D TERM LOAN COMMITMENT' means the
         additional Tranche D Term Loan Commitment of a Lender pursuant to the
         Increased Commitments Agreement, and `SECOND ADDITIONAL TRANCHE D

                                       3


         TERM LOAN COMMITMENTS' means all such commitments of Lenders in the
         aggregate."

         C.       Subsection 1.1 of the Credit Agreement is further amended by
inserting the following definition of "Second Additional Tranche D Term Loans":

         "`SECOND ADDITIONAL TRANCHE D TERM LOANS' means the additional Tranche
         D Term Loans made pursuant to the Second Additional Tranche D Term Loan
         Commitments Agreement."

         D.       Subsection 1.1 of the Credit Agreement is further amended by
deleting the definition of "Tranche D Term Loan Commitment", and inserting the
following in lieu thereof:

         "`TRANCHE D TERM LOAN COMMITMENT' means the commitment of a Lender to
         make a Tranche D Term Loan to Company pursuant to subsection 2.1A(vi)
         and the Second Additional Tranche D Term Loan Commitment of a Lender,
         and `TRANCHE D TERM LOAN COMMITMENTS' means all such commitments of
         Lenders in the aggregate."

         E.       Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the definition of Tranche D Term Loan, and inserting the following in
lieu thereof:

         "`TRANCHE D TERM LOAN' means the Tranche D Term Loans made by a Tranche
         D Term Loan Lenders to Company pursuant to subsection 2.1A(vi) and the
         Second Additional Tranche D Term Loans."

SECTION 3. CONDITIONS TO EFFECTIVENESS

                  The provisions of Section 1 and Section 2 are subject to the
         satisfaction on or prior to April __, 2001 of all of the following
         conditions precedent and the conditions set forth in Section 6E hereof
         (the date of satisfaction of such conditions being referred to herein
         as the "INCREASED COMMITMENTS CLOSING DATE"):

         A.       On or before the Increased Commitments Closing Date, Company
shall deliver to Administrative Agent the following, each, unless otherwise
noted, dated the Increased Commitments Closing Date:

                  1        Resolutions of its Board of Directors approving and
         authorizing the execution, delivery, and performance of this Agreement
         and the incurrence of the Second Additional Tranche D Term Loans,
         certified as of the Increased Commitments Closing Date by its corporate
         secretary or an assistant secretary as being in full force and effect
         without modification or amendment;

                  2        Signature and incumbency certificates of its officers
         executing this Agreement; and

                                       4


                  3        Executed originals of this Agreement, executed by
         Company and by each Subsidiary Guarantor.

         B.       Lenders shall have received originally executed copies of one
or more favorable written opinions of Davis Polk & Wardwell, Spolin & Silverman
and other counsel reasonably acceptable to the Agents, each counsel for Company,
in form and substance reasonably satisfactory to Administrative Agent and its
counsel, dated as of the Increased Commitments Closing Date and setting forth,
collectively, substantially the matters in the opinions designated in ANNEX A to
this Agreement.

         C.       All documents executed or submitted in connection with the
transactions contemplated hereby by or on behalf of Company or any of its
Subsidiaries shall be reasonably satisfactory in form and substance to Agents
and their counsel; Agents and their counsel shall have received all information,
approvals, opinions, documents or instruments that Agents or their counsel shall
have reasonably requested.

SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES

         In order to induce Second Additional Tranche D Term Loan Lenders and
Agents to enter into this Agreement, Company represents and warrants to each
Lender that the following statements are true, correct and complete on and as
of the Increased Commitments Closing Date:

         A.       CORPORATE POWER AND AUTHORITY. Each of Company and its
Subsidiaries has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Agreement (the
"AMENDED AGREEMENT").

         B.       AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Agreement, the incurrence of the Second Additional Tranche D Term Loans and
the performance of the Amended Agreement have been duly authorized by all
necessary corporate action on the part of each of Company and each of its
Subsidiaries.

         C.       NO CONFLICT. The execution, delivery and performance by each
of Company and each of its Subsidiaries of this Agreement, and the performance
by Company of the Amended Agreement do not and will not (i) violate any
provision of (x) any law or any governmental rule or regulation applicable to
Company or any of its Subsidiaries where such violations in the aggregate have
had or could reasonably be expected to have a Material Adverse Effect, (y) the
Certificate or the Articles of Incorporation or Bylaws of Parent, Company or any
of Company's Subsidiaries or (z) any order, judgment or decree of any court or
other agency of government binding on Company or any of Company's Subsidiaries
where such violations in the aggregate have had or could reasonably be expected
to have a Material Adverse Effect, (ii) conflict with, result in a breach of or
constitute a default under any Contractual Obligation of Parent, Company or any
of its Subsidiaries where such conflict, breach or default in the aggregate have
had or could reasonably be expected to have a Material Adverse Effect, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Company or any of Company's Subsidiaries (other than

                                       5


Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any approval of or consent of any Person
under any Contractual Obligation of Parent, Company or any of Company's
Subsidiaries, except for such approvals or consents the failure of which to
obtain has not had and could not reasonably be expected to have a Material
Adverse Effect.

         D.       GOVERNMENTAL CONSENTS. The execution, delivery and performance
by each of Company and each of its Subsidiaries of this Agreement, and the
performance by Company of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body other than any such registrations, consents, approvals, notices or other
actions (x) that have been made, obtained or taken on or prior to the date on
which such registrations, consents, approvals, notices or other actions are
required to be made, obtained or taken, as the case may be, and are in full
force and effect or (y) the failure of which to make, obtain or take has not had
and could not reasonably be expected to have a Material Adverse Effect.

         E.       BINDING OBLIGATION. Each of this Agreement and the Amended
Agreement has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

         F.       INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Increased Commitments Closing Date to the same extent
as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

         G.       ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Agreement that would constitute an Event of Default or a Potential Event of
Default.

SECTION 5. ACKNOWLEDGEMENT AND CONSENT

         Each of Parent and the Subsidiary Guarantors (each a "GUARANTOR") is a
party to a Guaranty and each such Guarantor has guarantied the Obligations.

         Each Guarantor hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Agreement and consents to the
amendment of the Credit Agreement and the increase in Tranche D Term Loan
Commitments and the Tranche D Term Loans effected pursuant to this Agreement.
Each Guarantor hereby confirms that the Guaranty to which it is a party or
otherwise bound will continue to guaranty to the fullest

                                       6


extent possible the payment and performance of all "Guarantied Obligations" as
such term is defined in the applicable Guaranty, including without limitation
the payment and performance of all such "Guarantied Obligations" in respect of
the Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement.

         Each Guarantor (a) acknowledges and agrees that the Guaranty to which
it is a party or otherwise bound shall continue in full force and effect and
that all of its obligations thereunder shall be valid and enforceable and shall
not be impaired or limited by the execution or effectiveness of this Agreement;
(b) represents and warrants that all representations and warranties contained in
the Amended Agreement and in the Guaranty to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
Increased Commitments Closing Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date; and (c)
acknowledges and agrees that (i) notwithstanding the conditions to effectiveness
set forth in this Agreement, such Guarantor is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected pursuant to this Agreement and (ii) nothing in the
Credit Agreement, this Agreement or any other Loan Document shall be deemed to
require the consent of such Guarantor to any future amendments to the Credit
Agreement.

SECTION 6. MISCELLANEOUS

         A.       EFFECT OF AGREEMENT. Reference to and effect on the Credit
Agreement and the other Loan Documents.

                  (i)      On and after the Increased Commitments Closing Date,
         each reference in the Credit Agreement to "this Agreement",
         "hereunder", "hereof", "herein" or words of like import referring to
         the Credit Agreement, and each reference in the other Loan Documents to
         the "Credit Agreement", "thereunder", "thereof" or words of like import
         referring to the Credit Agreement shall mean and be a reference to the
         Amended Agreement.

                  (ii)     On and after the Increased Commitments Closing Date,
         each reference in the other Loan Documents to the "Lenders",
         "Commitments", or words of like import shall mean and be a reference to
         the Lenders and Commitments as amended by this Agreement.

                  (iii)    Except as specifically amended by this Agreement, the
         Credit Agreement and the other Loan Documents shall remain in full
         force and effect and are hereby ratified and confirmed.

                  (iv)     The execution, delivery and performance of this
         Agreement shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of any right, power
         or remedy of Agents or any Lender under, the Credit Agreement or any of
         the other Loan Documents.

                                       7


         B.       FEES AND EXPENSES. Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agents and their counsel with respect to this Agreement and the documents and
transactions contemplated hereby shall be for the account of Company.

         C.       HEADINGS. Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.

         D.       APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         E.       COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Agreement (other than the
provisions of Section 1 and Section 2 hereof, the effectiveness of which is
governed by Section 3 hereof) shall become effective upon the execution of a
counterpart hereof by Company, Second Additional Tranche D Term Loan Lenders,
Syndication Agent, Administrative Agent, and the Guarantors and receipt by
Company and Agents of written or telephonic notification of such execution and
authorization of delivery thereof.


                 [Remainder of page intentionally left blank]


























                                       8


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

                                      DECRANE AIRCRAFT HOLDINGS, INC.,
                                      a Delaware corporation


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      AEROSPACE DISPLAY SYSTEMS, INC., a
                                      Delaware corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      AUDIO INTERNATIONAL, INC., an
                                      Arkansas corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      AVTECH CORPORATION, a Washington
                                      corporation (for purposes of Section 5
                                      only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer


                                       S-1


                                      BOOTH ACQUISITION, LLC, a Delaware
                                      limited liability corporation (for
                                      purposes of Section 4 only) as a
                                      Subsidiary Guarantor


                                      By:
                                         ---------------------------------------
                                           Name:
                                           Title:



                                      CORY COMPONENTS, INC., a California
                                      corporation (for purposes of Section 4
                                      only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      DETTMERS INDUSTRIES, INC., a Delaware
                                      corporation (for purposes of Section 4
                                      only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      ELSINORE AEROSPACE SERVICES, INC., a
                                      California corporation (for purposes of
                                      Section 4 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

                                       S-2


                                      ELSINORE ENGINEERING, INC., a
                                      California corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor



                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      HOLLINGSEAD INTERNATIONAL, INC.,
                                      a California corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      TRI-STAR ELECTRONICS INTERNATIONAL, INC.,
                                      a California corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      PATS, INC., a Maryland corporation (for
                                      purposes of Section 5 only) as a
                                      Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

                                       S-3


                                      PATS AIRCRAFT AND ENGINEERING CORPORATION,
                                      a Maryland corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor



                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      FLIGHT REFUELING, INC., a Maryland
                                      corporation (for purposes of Section 5
                                      only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      PATRICK AIRCRAFT TANK SYSTEMS, INC.,
                                      a Maryland corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      PATS SUPPORT, INC., a Maryland corporation
                                      (for purposes of Section 5 only) as a
                                      Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

                                      S-4



                                      PPI HOLDINGS, INC., a Kansas corporation
                                      (for purposes of Section 5 only) as a
                                      Subsidiary Guarantor



                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      PRECISION PATTERN, INC., a Kansas
                                      corporation (for purposes of Section 5
                                      only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      CUSTOM WOODWORK & PLASTICS, INC.,
                                      a Delaware corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      INTERNATIONAL CUSTOM INTERIORS, INC.,
                                      a Florida corporation (for purposes of
                                      Section 5 only) as a Subsidiary Guarantor


                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer
                                      S-5




                                      PCI ACQUISITION CO., INC., a Delaware
                                      corporation (for purposes of Section 5
                                      only) as a Subsidiary Guarantor



                                      By:
                                         -------------------------------------
                                           Name:  Richard J. Kaplan
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                      DECRANE HOLDINGS CO., a Delaware
                                      corporation (for purposes of Section 5
                                      only) as a guarantor



                                      By:
                                         ---------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------



                                      CREDIT SUISSE FIRST BOSTON (successor
                                      to DLJ Capital Funding, Inc.), as a Second
                                      Additional Tranche D Term Loan Lender and
                                      as Syndication Agent


                                      By:
                                         ---------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                      BANK ONE, NA, as Administrative Agent


                                      By:
                                         ---------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                       S-6



                                       I-1
                                   SCHEDULE I




                                 SECOND ADDITIONAL TRANCHE D                PRO RATA
        LENDER                       TERM LOAN COMMITMENT                     SHARE
        ------                       --------------------                     -----
                                                                      
Credit Suisse First Boston               $20,000,000                          100.0%








                                      I-1



                                     ANNEX A

             MATTERS TO BE COVERED IN OPINION OF COUNSEL TO COMPANY


                  1.       Company has been duly incorporated, and is validly
         existing in good standing under the laws of the State of Delaware with
         corporate power to own its properties and assets, to enter into the
         Agreement and to perform its obligations under the Agreement.

                  2.       The execution, delivery and performance of the
         Agreement by Company and the incurrence of the Second Additional
         Tranche D Term Loans have been duly authorized by all necessary
         corporate action on the part of Company, the Agreement has been duly
         executed and delivered by Company, and the Agreement and the Amended
         Agreement constitute the legally valid and binding obligations of
         Company, enforceable against Company in accordance with their
         respective terms except as may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws relating to or affecting
         creditors' rights generally (including, without limitation, fraudulent
         conveyance laws) and by general principles of equity including, without
         limitation, concepts of materiality, reasonableness, good faith and
         fair dealing and the possible unavailability of specific performance or
         injunctive relief, regardless of whether considered in a proceeding in
         equity or at law.

                  3.       Company's execution and delivery of the Agreement and
         the consummation of the transactions contemplated by the Agreement do
         not and will not (i) violate the Certificate of Incorporation or
         By-laws of Parent or of Company, (ii) violate, breach or result in a
         default under any existing obligation of Parent or of Company under any
         other agreement, (iii) breach or otherwise violate any existing
         obligation of Company under any order, judgment or decree of any New
         York, California or federal court or Governmental Authority binding on
         Company or (iv) violate any New York, California or federal statute or
         regulation.

                  4.       No governmental consents, approvals, authorizations,
         registrations, declarations or filings are required by Company in
         connection with the execution and delivery by Company of the Agreement,
         and the performance by Company of the Amended Agreement.


                                       A-1



                                    EXHIBIT A

                         APRIL 2001 AMENDED AND RESTATED
                                CREDIT AGREEMENT



                                                                EXHIBIT 10.10.4

                                U.S. $340,000,000

                         APRIL 2001 AMENDED AND RESTATED
                                CREDIT AGREEMENT


                           DATED AS OF APRIL 27, 2001


                                      AMONG


                        DECRANE AIRCRAFT HOLDINGS, INC.,

                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,

                                   AS LENDERS,

                           CREDIT SUISSE FIRST BOSTON,

                              AS SYNDICATION AGENT,

                                       AND

                                  BANK ONE, NA,

                            AS ADMINISTRATIVE AGENT,



                       SOLE LEAD ARRANGER AND BOOK RUNNER:

                           CREDIT SUISSE FIRST BOSTON






                         DECRANE AIRCRAFT HOLDINGS, INC.

                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                TABLE OF CONTENTS
                                                                                                           
Section 1.      DEFINITIONS......................................................................................3

       1.1      Defined Terms....................................................................................3

       1.2      Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement..............36

       1.3      Other Definitional Provisions and Rules of Construction.........................................37

Section 2.      AMOUNTS AND TERMS OF COMMITMENTS AND LOANS......................................................37

       2.1      Commitments; Making of Loans; Notes.............................................................37

       2.2      Interest on the Loans...........................................................................48

       2.3      Fees............................................................................................54

       2.4      Repayments, Prepayments and Reductions in Loan Commitments; General Provisions Regarding
                Payments........................................................................................58

       2.5      Use of Proceeds.................................................................................68

       2.6      Special Provisions Governing Eurodollar Rate Loans..............................................69

       2.7      Increased Costs; Taxes; Capital Adequacy........................................................71

       2.8      Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of Lender....................76

Section 3.      LETTERS OF CREDIT...............................................................................77

       3.1      Issuance of Letters of Credit and Lenders' Purchase of Participations Therein...................77

       3.2      Letter of Credit Fees...........................................................................79

       3.3      Drawings and Reimbursement of Amounts Paid Under Letters of Credit..............................80

       3.4      Obligations Absolute............................................................................82

       3.5      Indemnification; Nature of Issuing Lenders' Duties..............................................83

       3.6      Increased Costs and Taxes Relating to Letters of Credit.........................................84

Section 4.      CONDITIONS TO LOANS AND LETTERS OF CREDIT.......................................................85

       4.1      Conditions to Initial Loans.....................................................................85

       4.2      Conditions to Loans Made on Merger Date.........................................................90




                                       i


                                                                                                           
       4.3      Conditions to Acquisition Loans.................................................................92

       4.4      Conditions to Loans Made on Each Funding Date...................................................92

       4.5      Conditions to Letters of Credit.................................................................93

       4.6      Conditions to the First Additional Tranche B Term Loans.........................................93

       4.7      Conditions to the Second Additional Tranche B Term Loans........................................93

       4.8      Conditions to the Additional Tranche A Term Loans and Tranche D Term Loans......................93

       4.9      Conditions to the Second Additional Tranche A Term Loans and the Additional Tranche D
                Term Loans......................................................................................93

Section 5.      COMPANY'S REPRESENTATIONS AND WARRANTIES........................................................94

       5.1      Organization, Powers, Qualification, Good Standing, Business and Subsidiaries...................94

       5.2      Authorization of Borrowing, etc.................................................................94

       5.3      Financial Condition.............................................................................95

       5.4      No Material Adverse Change; No Restricted Junior Payments.......................................96

       5.5      Title to Properties; Liens; Real Property.......................................................96

       5.6      Litigation; Adverse Facts.......................................................................96

       5.7      Payment of Taxes................................................................................97

       5.8      Governmental Regulation.........................................................................97

       5.9      Securities Activities...........................................................................97

       5.10     Employee Benefit Plans..........................................................................97

       5.11     Environmental Protection........................................................................98

       5.12     Employee Matters................................................................................98

       5.13     Solvency........................................................................................98

       5.14     Matters Relating to Collateral..................................................................98

       5.15     Disclosure......................................................................................99

       5.16     Year 2000 Compliance...........................................................................100

Section 6.      COMPANY'S AFFIRMATIVE COVENANTS................................................................100

       6.1      Financial Statements and Other Reports.........................................................100

       6.2      Legal Existence, etc...........................................................................103

       6.3      Payment of Taxes and Claims; Tax Consolidation.................................................103

       6.4      Maintenance of Properties; Insurance; Application of Net Insurance/Condemnation Proceeds.......104



                                       ii


                                                                                                           
       6.5      Inspection Rights..............................................................................104

       6.6      Compliance with Laws, etc......................................................................105

       6.7      Execution of Subsidiary Guaranty and Personal Property Collateral Documents by Certain
                Subsidiaries and Future Subsidiaries; IP Collateral............................................105

       6.8      Future Leased Property and Future Acquisitions of Real Property:  Future Acquisition of
                Other Property.................................................................................106

       6.9      Merger.........................................................................................107

       6.10     Second Merger..................................................................................108

       6.11     Year 2000 Compliance...........................................................................108

       6.12     PTO and CO Cover Sheets, Etc...................................................................108

       6.13     Mortgages......................................................................................108

Section 7.      COMPANY'S NEGATIVE COVENANTS...................................................................109

       7.1      Indebtedness...................................................................................109

       7.2      Liens and Related Matters......................................................................110

       7.3      Investments....................................................................................112

       7.4      Contingent Obligations.........................................................................113

       7.5      Restricted Junior Payments.....................................................................114

       7.6      Financial Covenants............................................................................115

       7.7      Restriction on Fundamental Changes; Asset Sales and Acquisitions...............................118

       7.8      Consolidated Capital Expenditures..............................................................120

       7.9      Fiscal Year....................................................................................121

       7.10     Sales and Lease-Backs..........................................................................121

       7.11     Sale or Discount of Receivables................................................................121

       7.12     Transactions with Stockholders and Affiliates..................................................122

       7.13     Issuance of Subsidiary Equity..................................................................122

       7.14     Conduct of Business............................................................................122

       7.15     Amendments or Waivers of Merger Agreement; Amendments of Documents Relating to
                Subordinated Indebtedness......................................................................122

       7.16     ERDA Acquisition...............................................................................123

Section 8.      EVENTS OF DEFAULT..............................................................................123

       8.1      Failure to Make Payments When Due..............................................................123

       8.2      Default in Other Agreements....................................................................123



                                      iii


                                                                                                           
       8.3      Breach of Certain Covenants....................................................................124

       8.4      Breach of Warranty.............................................................................124

       8.5      Other Defaults Under Loan Documents............................................................124

       8.6      Involuntary Bankruptcy; Appointment of Receiver, etc...........................................124

       8.7      Voluntary Bankruptcy; Appointment of Receiver, etc.............................................125

       8.8      Judgments and Attachments......................................................................125

       8.9      Dissolution....................................................................................125

       8.10     Employee Benefit Plans.........................................................................125

       8.11     Change in Control..............................................................................125

       8.12     Invalidity of Guaranties; Failure of Security; Repudiation of Obligations......................125

       8.13     Mergers........................................................................................126

Section 9.      THE AGENTS 127

       9.1      Appointment....................................................................................127

       9.2      Powers and Duties; General Immunity............................................................128

       9.3      Successor Agents and Swing Line Lender.........................................................131

       9.4      Collateral Documents and Guaranties............................................................132

Section 10.     MISCELLANEOUS..................................................................................133

       10.1     Assignments and Participations in Loans and Letters of Credit..................................133

       10.2     Expenses.......................................................................................135

       10.3     Indemnity......................................................................................136

       10.4     Set-Off; Security Interest in Deposit Accounts.................................................137

       10.5     Ratable Sharing................................................................................137

       10.6     Amendments and Waivers.........................................................................138

       10.7     Independence of Covenants......................................................................139

       10.8     Notices........................................................................................139

       10.9     Survival of Representations, Warranties and Agreements.........................................139

       10.10    Failure or Indulgence Not Waiver; Remedies Cumulative..........................................139

       10.11    Marshalling; Payments Set Aside................................................................140

       10.12    Severability...................................................................................140

       10.13    Obligations Several; Independent Nature of Lenders' Rights.....................................140

       10.14    Headings.......................................................................................140

       10.15    Applicable Law.................................................................................140



                                       iv


                                                                                                           
       10.16    Successors and Assigns.........................................................................141

       10.17    Consent to Jurisdiction and Service of Process.................................................141

       10.18    Waiver of Jury Trial...........................................................................142

       10.19    Confidentiality................................................................................142

       10.20    Counterparts; Effectiveness....................................................................143






























                                       v


                                   EXHIBITS

I.          FORM OF NOTICE OF BORROWING

II.         FORM OF NOTICE OF CONVERSION/CONTINUATION

III.        FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT

IV.         FORM OF TRANCHE A TERM NOTE

V.          FORM OF TRANCHE B TERM NOTE

VI.         FORM OF WORKING CAPITAL NOTE

VII.        FORM OF SWING LINE NOTE

VIII.       FORM OF ACQUISITION NOTE

IX.         FORM OF COMPLIANCE CERTIFICATE

X-1.        FORM OF CLOSING DATE OPINION OF DAVIS POLK & WARDWELL

X-2         FORM OF CLOSING DATE OPINION OF SPOLIN & SILVERMAN

XI.         FORM OF OPINION OF O'MELVENY & MYERS LLP

XII.        FORM OF ASSIGNMENT AGREEMENT

XIII.       FORM OF CERTIFICATE RE NON-BANK STATUS

XIV.        FORM OF FINANCE CO. PLEDGE AGREEMENT

XV.         FORM OF DAH PLEDGE AGREEMENT

XVI.        FORM OF SECURITY AGREEMENT

XVII        FORM OF ACQUISITION CO. GUARANTY

XVIII.      FORM OF SUBSIDIARY GUARANTY

XIX.        FORM OF SUBSIDIARY PLEDGE AGREEMENT

XX.         FORM OF PARENT PLEDGE AGREEMENT

XXI.        FORM OF PARENT GUARANTY

XXII.       FORM OF SOLVENCY CERTIFICATE

XXIII.      FORM OF COLLATERAL ACCOUNT AGREEMENT

                                       vi



XXIV-1.     FORM OF MERGER DATE OPINION OF DAVIS POLK & WARDWELL

XXIV-2.     FORM OF MERGER DATE OPINION OF SPOLIN & SILVERMAN

XXV.        FORM OF MERGER DATE OPINION OF COMPANY LOCAL COUNSEL

XXVI.       FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

XXVII.      FORM OF INVESTMENT ACCOUNT AGREEMENT

XXVIII.     FORM OF INTERCOMPANY NOTE RELATING TO TRANCHE A TERM LOANS AND
            WORKING CAPITAL LOANS

XXIX.       FORM OF INTERCOMPANY NOTE RELATING TO TRANCHE B TERM LOANS

XXX.        FORM OF INTERCOMPANY DEBT SUBORDINATION AGREEMENT

XXXI.       FORM OF SECOND ADDITIONAL TRANCHE B TERM NOTE

XXXII.      FORM OF TRANCHE D TERM NOTE
















                                      vii



                                    SCHEDULES

I         LIST OF LENDERS PARTY TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

2.1       LENDERS' COMMITMENTS AND PRO RATA SHARES

5.1       SUBSIDIARIES OF COMPANY

5.5       REAL PROPERTY

5.6       LITIGATION

5.11      ENVIRONMENTAL MATTERS

6.8       MERGER DATE MORTGAGED PROPERTIES

7.1       CERTAIN EXISTING INDEBTEDNESS

7.2       CERTAIN EXISTING LIENS

7.3       CERTAIN EXISTING INVESTMENTS

7.4       CERTAIN EXISTING CONTINGENT OBLIGATIONS

7.12      CERTAIN AGREEMENTS WITH AFFILIATES














                                      vii



                         DECRANE AIRCRAFT HOLDINGS, INC.
                APRIL 2001 AMENDED AND RESTATED CREDIT AGREEMENT


         This APRIL 2001 AMENDED AND RESTATED CREDIT AGREEMENT is dated as of
April 27, 2001, and entered into by and among DECRANE AIRCRAFT HOLDINGS, INC., a
Delaware corporation ("DAH"), THE LENDERS LISTED ON SCHEDULE I ATTACHED HERETO
(each individually referred to herein as a "LENDER" and collectively as
"LENDERS"), CREDIT SUISSE FIRST BOSTON ("DLJ") (previously known as DLJ Capital
Funding, Inc.), as syndication agent hereunder for Lenders (in such capacity,
"SYNDICATION AGENT"), and BANK ONE, NA, as administrative agent for Lenders (in
such capacity, "ADMINISTRATIVE AGENT").

                                 R E C I T A L S

         WHEREAS, DLJMB formed Parent, Finance Co. and Acquisition Co. for the
purpose of tendering in the Tender Offer for the purchase of all the outstanding
DAH Common Stock and to acquire any DAH Common Stock not so purchased in the
Tender Offer in the Merger (capitalized terms used herein without definition
shall have the meanings set forth therefor in subsection 1.1 of this Agreement);

         WHEREAS, as soon after the consummation of the Tender Offer as was
practical, Acquisition Co. and DAH consummated the Merger and as soon thereafter
as was practical Finance Co. and DAH consummated the Second Merger, all with the
effect that DLJMB and management of DAH and its Subsidiaries indirectly own all
of the outstanding capital stock of DAH;

         WHEREAS, pursuant to the Credit Agreement dated as of August 28, 1998,
among Company, the financial institutions listed on the signature pages thereof,
Syndication Agent and Administrative Agent (the "ORIGINAL CREDIT AGREEMENT"),
Lenders agreed to extend certain credit facilities to Company to be used for the
purposes of providing funds for (x) the Acquisition Financing Requirements, (y)
working capital and/or other general purposes of Company and its Subsidiaries
and (z) financing Permitted Acquisitions;

         WHEREAS, Parent and Acquisition Co. guaranteed the Obligations under
the Original Credit Agreement and under the other Loan Documents and Parent
agreed to secure its guaranty by granting to Administrative Agent on behalf of
Lenders, a first priority Lien on all of the capital stock of Company;

         WHEREAS, upon consummation of the Merger and the Second Merger, Company
secured all of the Obligations hereunder and under the other Loan Documents by
granting to Administrative Agent, on behalf of Lenders, a first priority Lien on
substantially all of its personal property and its real property, including a
pledge of all of the capital stock of its Domestic Subsidiaries and a pledge of
65% of the capital stock of its Foreign Subsidiaries that are owned by Company
or a Domestic Subsidiary;

         WHEREAS, upon consummation of the Merger and the Second Merger, each of
Company's Domestic Subsidiaries guaranteed the Obligations hereunder and under
the other Loan Documents and secured its guaranty by granting to Administrative
Agent on behalf of Lenders, a first priority Lien on substantially all of its
personal property and real property, including a pledge of all of the

                                       1


capital stock of each of its Domestic Subsidiaries and 65% of the capital stock
of each of its direct Foreign Subsidiaries;

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders and all Tranche B Term Loan
Lenders having a First Additional Tranche B Term Loan Commitment), the
Subsidiaries of DAH listed on the signature pages thereof (for the limited
purposes set forth therein), Syndication Agent and Administrative Agent entered
into that certain First Amendment to Credit Agreement, dated as of January 22,
1999 (the "FIRST AMENDMENT TO ORIGINAL CREDIT AGREEMENT"), whereby (i) the
aggregate amount of the Tranche B Term Loans was increased from $45,000,000 to
$65,000,000, (ii) the interest rate margins applicable to the Loans were
increased and (iii) certain other amendments were made as set forth therein;

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders and all Lenders having a Second
Additional Tranche B Term Loan Commitment), the Subsidiaries of DAH listed on
the signature pages thereof (for certain limited purposes described therein),
Parent (for certain limited purposes described therein), Syndication Agent and
Administrative Agent entered into that certain Amendment Agreement to Credit
Agreement dated as of April 23, 1999 (the "APRIL 1999 AMENDMENT AGREEMENT"),
pursuant to which the Original Credit Agreement, as amended by the First
Amendment to Original Credit Agreement, was amended and restated in its entirety
as set forth in that certain Amended and Restated Credit Agreement, dated as of
April 23, 1999 (the "FIRST AMENDED AND RESTATED CREDIT AGREEMENT");

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders, all Tranche A Term Loan
Lenders having an Additional Tranche A Term Loan Commitment and all Lenders
having a Tranche D Term Loan Commitment), the Subsidiaries of DAH listed on the
signature pages thereof (for certain limited purposes described therein), Parent
(for certain limited purposes described therein), Syndication Agent and
Administrative Agent entered into that certain Amendment Agreement to Credit
Agreement dated as of December 17, 1999 (the "DECEMBER 1999 AMENDMENT
AGREEMENT"), pursuant to which the First Amended and Restated Credit Agreement,
was amended and restated in its entirety as set forth in that certain Second
Amended and Restated Credit Agreement, dated as of December 17, 1999 (the
"SECOND AMENDED AND RESTATED CREDIT AGREEMENT");

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders, all Tranche A Term Loan
Lenders having a Second Additional Tranche A Term Loan Commitment, and all
Tranche D Term Loan Lenders having an Additional Tranche D Term Loan
Commitment), the Subsidiaries of DAH listed on the signature pages thereof (for
certain limited purposes described therein), Parent (for certain limited
purposes described therein), Syndication Agent and Administrative Agent have
entered into that certain Amendment Agreement to Credit Agreement dated as of
May 11, 2000 (the "MAY 2000 AMENDMENT AGREEMENT"), pursuant to which the Second
Amended and Restated Credit Agreement, was amended and restated in its entirety
as set forth in that certain Third Amended and Restated Credit Agreement, dated
as of May 11, 2000 (the "EXISTING AGREEMENT");

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders), Syndication Agent and
Administrative Agent entered into that certain First Amendment to Third Amended
and Restated Credit Agreement, dated as of June 30, 2000 (the "FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT"), whereby (i)

                                       2


the Company was permitted to issue up to $25,000,000 of Senior Exchangeable
Preferred Stock (ii) the requirements for the ERDA Acquisition were amended and
(iii) certain other amendments were made as set forth therein;

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted all Tranche D Term Loan Lenders having a Second
Additional Tranche D Term Loan Commitment), Syndication Agent and Administrative
Agent have entered into that certain Increased Commitments Agreement pursuant to
Third Amended and Restated Credit Agreement dated as of April 27, 2001 (the
"INCREASED COMMITMENTS AGREEMENT"), pursuant to which the Existing Agreement, as
amended by the First Amendment to Third Amended and Restated Credit Agreement,
has been amended and restated in its entirety as set forth herein;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders, Syndication Agent
and Administrative Agent agree as follows:

Section 1. DEFINITIONS

1.1      Defined Terms.

The following terms used in this Agreement shall have the following meanings:

         "ACQUIRED CONTROLLED PERSON" means any Person (i) in which Company or
any of its Subsidiaries has made an Investment permitted under subsection
7.3(viii) and (ii) as to which Company or such Subsidiary exercises control. For
purposes hereof, "control" means the power to appoint a majority of the board of
directors (or other equivalent governing body) of such Person or to otherwise
direct or cause the direction of the management or policies of such Person,
whether by contractual arrangement or otherwise.

         "ACQUISITION CO." means DeCrane Acquisition Co., a Delaware
corporation.

         "ACQUISITION CO. GUARANTY" means the Acquisition Co. Guaranty executed
and delivered by Acquisition Co. on the Closing Date, substantially in the form
of Exhibit XVII hereto, as such Acquisition Co. Guaranty may be amended,
supplemented or otherwise modified from time to time.

         "ACQUISITION FINANCING REQUIREMENTS" means the aggregate of all amounts
necessary (i) to finance the purchase price of the DAH Common Stock in the
Tender Offer and the Merger, (ii) to repay in full the Existing DAH Debt and
(iii) to pay Transaction Costs.

         "ACQUISITION LENDER" means a Lender having an Acquisition Loan
Commitment.

         "ACQUISITION LOANS" means the Loans made by Acquisition Lenders to
Company pursuant to subsection 2.1A(v).

         "ACQUISITION LOAN COMMITMENT" means the commitment of an Acquisition
Lender to make Acquisition Loans to Company pursuant to subsection 2.1A(v), and
"Acquisition Loan Commitments" means such commitments of all Lenders in the
aggregate.

         "ACQUISITION LOAN COMMITMENT TERMINATION DATE" means September 30,
2004.

                                      3


         "ACQUISITION LOAN EXPOSURE" means, with respect to any Acquisition
Lender as of any date of determination (i) prior to the termination of the
Acquisition Loan Commitments, that Acquisition Lender's Acquisition Loan
Commitment and (ii) after the termination of the Acquisition Loan Commitments,
the aggregate outstanding principal amount of the Acquisition Loans of that
Acquisition Lender.

         "ACQUISITION NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1D(v) on the Closing Date and (ii) any promissory notes
issued by Company pursuant to the last sentence of subsection 10.1B(i) in
connection with assignments of the Acquisition Loan Commitments and Acquisition
Loans of any Acquisition Lenders, in each case substantially in the form of
EXHIBIT VIII annexed hereto, as they may be amended, supplemented or otherwise
modified from time to time.

         "ADDITIONAL TRANCHE A TERM LOAN COMMITMENT" means the commitment of a
Lender to make an Additional Tranche A Term Loan to Company on the Second
Amended and Restated Credit Agreement Closing Date pursuant to subsection
2.1A(i), and "ADDITIONAL TRANCHE A TERM LOAN COMMITMENTS" means such commitments
of all Lenders in the aggregate.

         "ADDITIONAL TRANCHE A TERM LOANS" means only those Tranche A Term Loans
made by Tranche A Term Loan Lenders to Company on the Second Amended and
Restated Credit Agreement Closing Date pursuant to subsection 2.1A(i).

         "ADDITIONAL TRANCHE A TERM NOTES" means the promissory notes of Company
issued pursuant to subsection 2.1D on the Second Amended and Restated Credit
Agreement Closing Date, substantially in the form of EXHIBIT IV annexed hereto,
as they may be amended, supplemented or otherwise modified from time to time.

         "ADDITIONAL TRANCHE D TERM LOAN COMMITMENT" means the commitment of a
Lender to make an Additional Tranche D Term Loan to Company on the Third Amended
and Restated Credit Agreement Closing Date pursuant to subsection 2.1A(vi), and
"ADDITIONAL TRANCHE D TERM LOAN COMMITMENTS" means such commitments of all
Lenders in the aggregate.

         "ADDITIONAL TRANCHE D TERM LOANS" means only those Tranche D Term Loans
made by Tranche D Term Loan Lenders to Company on the Third Amended and Restated
Credit Agreement Closing Date pursuant to subsection 2.1A(vi).

         "ADDITIONAL TRANCHE D TERM NOTES" means the promissory notes of Company
issued pursuant to subsection 2.1D on the Third Amended and Restated Credit
Agreement Closing Date, substantially in the form of EXHIBIT XXXII annexed
hereto, or they may be amended, supplemented or otherwise modified form time to
time.

         "ADJUSTED EURODOLLAR RATE" means, with respect to a Eurodollar Rate
Loan for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to such Interest Period, divided by (b) one
minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period. The Eurodollar Rate shall be rounded to the next higher
multiple of 1/100 of 1% if the rate is not such a multiple.

         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.3A.

                                      4




         "AFFECTED LENDER" has the meaning assigned to that term in subsection
2.6C.

         "AFFILIATE", as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

         "AFFILIATED FUND" means, with respect to any Lender, any fund that
invests in commercial loans and is managed by such Lender or by the same
investment advisor as such Lender or by an Affiliate of such Lender or
investment advisor.

         "AGENTS" means, collectively, the Syndication Agent and the
Administrative Agent.

         "AGREEMENT" means this April 2001 Amended and Restated Credit Agreement
dated as of April 27, 2001, as it may be amended, supplemented or otherwise
modified from time to time.

         "AMENDED AND RESTATED CREDIT AGREEMENT CLOSING DATE" means the date on
or before May 6, 1999 on which the Second Additional Tranche B Term Loans were
made.

         "ANNUALIZED" means (i) with respect to the Fiscal Quarter of Company
ending December 31, 1998, the applicable amount for such Fiscal Quarter
multiplied by four, (ii) with respect to the Fiscal Quarter of Company ending
March 31, 1999, the applicable amount for such Fiscal Quarter and the
immediately preceding Fiscal Quarter multiplied by two, and (iii) with respect
to the Fiscal Quarter of Company ending June 30, 1999, the applicable amount for
such Fiscal Quarter and the immediately preceding two Fiscal Quarters multiplied
by one and one-third.

         "APRIL 1999 AMENDMENT AGREEMENT" has the meaning assigned to that term
in the Recitals.

         "ARRANGER" means DLJ, as sole lead arranger and as book runner of the
credit facilities described herein.

         "ASSET SALE" means the sale, lease, assignment or other transfer
(whether voluntary or involuntary) for value (collectively, a "transfer") by
Company or any of its Subsidiaries to any Person other than Company or any of
its Wholly-Owned Subsidiaries of (i) any of the equity ownership of any of
Company's Subsidiaries, (ii) substantially all of the assets of any division or
line of business of Company or any of its Subsidiaries, or (iii) any other
assets (whether tangible or intangible) of Company or any of its Subsidiaries
(other than (a) inventory and obsolete or worn out equipment sold in the
ordinary course of business, (b) Cash Equivalents, and (c) any such other assets
to the extent that the aggregate value of such assets transferred in any single
transaction or related series of transactions is equal to $250,000 or less).

         "ASSIGNMENT AGREEMENT" means an Assignment Agreement in substantially
the form of Exhibit XII annexed hereto.

         "ASSUMED INDEBTEDNESS" means Indebtedness of a Person which (i) is in
existence at the time such Person becomes a Subsidiary of Company, or (ii) is
assumed in connection with an Investment in or acquisition of such Person, and
has not been incurred or created by such Person in

                                      5



connection with, or in anticipation or contemplation of, such Person becoming
a Subsidiary of Company.

         "AUTHORIZED OFFICER" means, relative to any Loan Party, its chief
executive officer, president, treasurer, chief financial officer or chief
accounting officer and any of its other officers whose signatures and incumbency
shall have been certified to Administrative Agent and the Lenders pursuant to
Sections 4.1A(iv) and 4.2A(iv).

         "AVTECH" means Avtech corporation, a Washington corporation, and its
successors.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

         "BASE RATE" means, for any day, a rate of interest per annum equal to
the higher of (i) the Corporate Base Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "BASE RATE LOANS" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Base Rate, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, New York and Los Angeles for the
conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London interbank market
and (ii) for all other purposes, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and Los Angeles for the conduct of
substantially all of their commercial lending activities.

         "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.

         "CARL BOOTH ACQUISITION" means the acquisition by Company of 100% of
the equity securities of Carl F. Booth & Company, for a purchase price of
approximately $19,000,000 pursuant to that certain Stock Purchase and Sale
Agreement dated as of May 11, 2000, by and among Carl F. Booth & Company and
Company.

         "CASH" means money, currency or a credit balance in a Deposit Account.

         "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) 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, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, the highest rating
obtainable from either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no more
than 270 days from the date of creation

                                      6



thereof and having, at the time of the acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit
or bankers' acceptances maturing within one year after such date and issued
or accepted by any Lender or by any commercial bank (including a U.S. branch
of a foreign bank) that is a member of the Federal Reserve and has a combined
capital and surplus and undivided profits of at least $500,000,000); (v)
repurchase agreements which (a) are entered into with any entity referred to
in clauses (iii) or (iv) above or any other financial institution whose
unsecured long-term debt (or the unsecured long-term debt of whose holding
company) is rated at least A- or better by S&P or A3 or better by Moody's and
maturing not more than one year after such time; and (b) are secured by a
fully perfected security interest in securities of a type referred to in
clauses (i) or (ii) above and which have a market value at the time such
repurchase agreement is entered into of not less than 100% of the repurchase
obligation of such counterparty entity with whom such repurchase agreement
has been entered into; (vi) short-term tax exempt securities that are rated
not lower than MIG-1/1+ or either Moody's or S&P with provisions for
liquidity or maturity accommodations of 183 days or less; (vii) shares of any
money market mutual fund that (a) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (i) through
(vi) and as to which withdrawals are permitted at least every 90 days and
(viii) in the case of any Subsidiary of the Company organized or having its
principal place of business outside the United States, investments
denominated in the currency of the jurisdiction in which such Subsidiary is
organized or has its principal place of business which are similar to the
items specified in clauses (i) through (vii) above.

         "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially in
the form of EXHIBIT XIII annexed hereto delivered by a Lender to Administrative
Agent pursuant to subsection 2.7B(iv).

         "CHANGE IN CONTROL" means (i) the failure of Parent at any time to own,
directly or indirectly, free and clear of all Liens and encumbrances (other than
Liens created under the Loan Documents and Liens described in clauses (i) and
(iv) of the definition of "Permitted Encumbrances"), all right, title and
interest in 100% of the capital stock of Company, other than the Company
Preferred Stock; (ii) the failure of the DLJMB and the Affiliates of any entity
included in the definition of "DLJMB" to own at least 51% (on a fully diluted
basis) of the economic and voting interest in the voting stock of Parent; (iii)
the failure of DLJMB and the Affiliates of any entity included in the definition
of "DLJMB" at any time to have the right to designate or nominate at least 51%
of the Board of Directors of Parent; or (iv) the occurrence of a "Change in
Control" as defined under any agreement governing any Subordinated Indebtedness
issued by Company or the PIK Preferred Stock or PIK Notes issued by Parent.

         "CLOSING DATE" means August 28, 1998.

         "CO" means the United States Copyright Office or any successor or
substitute office in which filings are necessary or, in the opinion of
Administrative Agent, desirable in order to create or perfect Liens on any IP
Collateral.

         "COLLATERAL" means, collectively, all of the real, personal and mixed
property (including capital stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

         "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
Collateral Account Agreement.

                                      7



         "COLLATERAL ACCOUNT AGREEMENT" means the Collateral Account Agreement
executed and delivered by Company and Administrative Agent on the Closing Date,
substantially in the form of EXHIBIT XXIII annexed hereto, as such Collateral
Account Agreement may hereafter be amended, supplemented or otherwise modified
from time to time.

         "COLLATERAL DOCUMENTS" means (i) prior to the consummation of the
Merger and the Second Merger, the Parent Pledge Agreement, the Finance Co.
Pledge Agreement, the Collateral Account Agreement and the Investment Account
Agreement and (ii) from and after the consummation of the Merger and the Second
Merger, the Parent Pledge Agreement, the Security Agreement, the DAH Pledge
Agreement, the Subsidiary Pledge Agreements and the Mortgages, and all other
instruments or documents delivered by any Loan Party pursuant to this Agreement
or any of the other Loan Documents in order to grant to Administrative Agent, on
behalf of Lenders, a Lien on any real, personal or mixed property of that Loan
Party as security for the Obligations.

         "COMMITMENTS" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

         "COMPANY" means (i) until the consummation of the Second Merger,
Finance Co. and (ii) upon and after the consummation of the Second Merger, DAH.

         "COMPANY EXCESS CASH FLOW AMOUNT" means, at any date, the portion of
Consolidated Excess Cash Flow for each Fiscal Year ending prior to such date
(commencing with the Fiscal Year ending December 31, 1999) not required to be
applied to prepay the Loans in accordance with subsection 2.4B(iii)(d).

         "COMPANY PREFERRED STOCK" means the Senior Exchangeable Preferred
Stock, which shall accrue dividends at the rate of 16.0% per annum and mature in
2009, issued by Company, the proceeds of which will be used as provided in
subsection 7.16.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT IX annexed hereto delivered to Agents and Lenders by Company pursuant
to subsection 6.1(iii).

         "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum of
the aggregate of all expenditures (whether paid in cash or other consideration
or accrued as a liability and including that portion of Capital Leases which is
capitalized on the consolidated balance sheet of Company and its Subsidiaries)
by Company and its Subsidiaries during that period that, in conformity with
GAAP, are included in "additions to property, plant or equipment" or comparable
items reflected in the consolidated statement of cash flows of Company and its
Subsidiaries; PROVIDED that Consolidated Capital Expenditures shall not include
any such expenditures (x) made from the proceeds of (i) Net
Insurance/Condemnation Proceeds as permitted under Section 7.7(ix) or (ii)
proceeds from Assets Sales permitted pursuant to Section 7.7(xi) or (iii)
proceeds from assets dispositions permitted by subsection 7.7(iii) , or
dispositions of assets excluded from the definition of Asset Sales pursuant to
clause (c) of the definition of "Asset Sale" or (y) that constitute an
Investment made under subsection 7.3 (other than subsection 7.3(vii)).

         "CONSOLIDATED CURRENT ASSETS" means, as at any date of determination,
the total assets of Company and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

                                      8



         "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of any Indebtedness that by
its terms or by the terms of any instrument or agreement relating thereto
matures more than one year from, or is renewable or extendable at the option of
Company or a Subsidiary from, the date of creation thereof.

         "CONSOLIDATED EBITDA" means, for any period, subject to subsections
1.2(b) and 1.2(c), the sum (without duplication) of the amounts for such period
of (i) Consolidated Net Income, (ii) any amount deducted on account of minority
interests in determining Consolidated Net Income, (iii) Consolidated Interest
Expense, (iv) any non-capitalized transaction costs incurred in connection with
actual or proposed financings, acquisitions or divestitures (including, but not
limited to, financing and refinancing fees and costs incurred in connection with
the Transaction), (v) all amounts deducted on account of income taxes in
determining Consolidated Net Income, (vi) total depreciation expense, (vii)
total amortization expense, (viii) the amount deducted in determining
Consolidated Net Income representing any net loss (or less any net gain)
realized in connection with any sale, lease, conveyance or other disposition of
any asset (other than in the ordinary course of business and other than from
Company or any of its Subsidiaries to Company or any of its Subsidiaries), (ix)
the amount deducted in determining Consolidated Net Income representing any
extraordinary or non-recurring loss, (x) foreign currency translation and
transaction losses (or minus foreign currency translation and transaction gains)
and (xi) any other non-cash items reducing Consolidated Net Income LESS (a)
other items increasing Consolidated Net Income constituting extraordinary gains
and (b) Restricted Junior Payments of the type referred to in clause (iii)(x) of
Subsection 7.5 made during such period, all of the foregoing as determined on a
consolidated basis for Company and its Subsidiaries in conformity with GAAP.

         "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated EBITDA and (b) the Consolidated Working Capital
Adjustment MINUS (ii) the sum, without duplication, of the amounts for such
period of (a) mandatory and scheduled repayments of the Loans and scheduled,
mandatory and optional repayments of other Consolidated Total Debt (excluding
repayments of Working Capital Loans and Acquisition Loans except to the extent
the Working Capital Loan Commitments or the Acquisition Loan Commitments, as the
case may be, are permanently reduced in connection with such repayments) in each
case to the extent actually made during such period, (b) Consolidated Capital
Expenditures paid in cash (without duplication, net of any proceeds of any
related financings with respect to such expenditures), (c) Consolidated Interest
Expense paid in cash, (d) the amount of taxes based on income of Company and its
Subsidiaries paid or payable in cash during such period, (e) the amount paid for
Permitted Acquisitions permitted and actually made under subsection 7.7(viii)
and Investments permitted and actually made under subsection 7.3(xiii) but only
to extent paid in cash from Company's or its Subsidiaries cash balances; (f) any
payments with respect to Earn-Outs actually paid during such period, (g) gains
on any sale, lease, conveyance, or other disposition of any asset (other than in
the ordinary course of business), and (h) any distributions with respect to
minority interests made during such period.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, at the end of any
Fiscal Quarter, subject to subsections 1.2(b) and 1.2(c), the ratio computed for
the period consisting of such Fiscal Quarter and each of the three immediately
preceding Fiscal Quarters of Consolidated EBITDA to Consolidated Fixed Charges;
PROVIDED that with respect to Consolidated Fixed Charges for the Fiscal Quarters
ending December 31, 1998, March 31, 1999 and June 30, 1999, Consolidated
Interest

                                      9



Expense and scheduled principal payments on Consolidated Total Debt shall be
determined on an Annualized basis.

         "CONSOLIDATED FIXED CHARGES" means, for any period, the sum (without
duplication) of the amounts for such period of (i) the cash portion of
Consolidated Interest Expense (net of cash interest income), (ii) taxes based on
income actually paid or payable, (iii) scheduled principal payments in respect
of Consolidated Total Debt, (iv) Consolidated Capital Expenditures actually made
pursuant to clause (i) of subsection 7.8 (excluding the portion of such
Consolidated Capital Expenditures constituting Indebtedness under a Capital
Lease or purchase money Indebtedness and excluding the portion of such
Consolidated Capital Expenditures made pursuant to clause (i) of subsection 7.8
in reliance on the $10,000,000 incremental basket provided therein), and (v)
dividend payments made by Company to Parent to enable Parent to pay cash
interest or dividends on the Parent P-I-K Securities pursuant to subsection
7.5(iv), all of the foregoing as determined on a consolidated basis for Company
and its Subsidiaries in conformity with GAAP.

         "CONSOLIDATED INTEREST COVERAGE RATIO" means, at the end of any Fiscal
Quarter, subject to subsections 1.2(b) and 1.2(c), the ratio computed for the
period consisting of such Fiscal Quarter and each of the three immediately
preceding Fiscal Quarters of Consolidated EBITDA to the cash portion of
Consolidated Interest Expense other than commitment fees to the extent included
therein (net of cash interest income); PROVIDED that for the Fiscal Quarters
ending December 31, 1998, March 31, 1999 and June 30, 1999, Consolidated
Interest Expense shall be determined on an Annualized basis.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and net costs under Interest Rate Agreements determined in accordance with GAAP,
but excluding, to the extent included in such total interest expense, up-front
fees and expenses and the amortization of all deferred financing costs.

         "CONSOLIDATED LEVERAGE RATIO" means, at the end of any Fiscal Quarter,
subject to subsections 1.2(b) and 1.2(c), the ratio of (a) Consolidated Total
Debt (less Cash and Cash Equivalents) as of the last day of such Fiscal Quarter
to (b) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on
the last day of such Fiscal Quarter.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP.

         "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness and Contingent
Obligations with respect to letters of credit (other than letters of credit
issued in connection with trade payables) of Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED WORKING CAPITAL" means, as at any date of determination,
the excess (or deficit) of Consolidated Current Assets over Consolidated Current
Liabilities.

         "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of

                                      10



the beginning of such period exceeds (or is less than) Consolidated Working
Capital as of the end of such period.

         "CONTINGENT OBLIGATION", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (i) with respect to
any Indebtedness of another if the primary purpose or intent thereof by the
Person incurring the Contingent Obligation is to provide assurance to the
obligee of such Indebtedness of another that such Indebtedness of another will
be paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such Indebtedness will be protected (in whole or in
part) against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, or (iii) under Hedge Agreements.
Contingent Obligations shall include (a) the direct or indirect guaranty,
endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, (b) the obligation to make take-or-pay or
similar payments if required regardless of non-performance by any other party or
parties to an agreement, and (c) any liability of such Person for the obligation
of another through any agreement (contingent or otherwise) (X) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(Y) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclasses (X) or (Y) of this sentence, the primary purpose or intent thereof is
as described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any Security issued by that Person or of any material indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

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

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

         "DAH" means DeCrane Aircraft Holdings, Inc., a Delaware corporation.

         "DAH COMMON STOCK" means the common stock, $0.01 par value, of DAH.

         "DAH PLEDGE AGREEMENT" means the DAH Pledge Agreement executed and
delivered by DAH on the Merger Date with respect to DAH's Subsidiaries on the
Merger Date, substantially in the form of EXHIBIT XV annexed hereto, as such DAH
Pledge Agreement may thereafter be amended, supplemented or otherwise modified
from time to time.

         "DECEMBER 1999 AMENDMENT AGREEMENT" has the meaning assigned to that
term in the Recitals.

                                      11



         "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

         "DLJ" has the meaning assigned to that term in the introduction to this
Agreement.

         "DLJMB" means Credit Suisse First Boston Merchant Banking Partners II,
L.P., formerly DLJ Merchant Banking Partners II, L.P., certain affiliated funds
and entities described in the Tender Offer Materials and shall include Global
Technology Partners, L.L.C.

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

         "DOMESTIC SUBSIDIARY" means a Subsidiary organized under the laws of
the United States or any state or territory thereof or the District of Columbia.

         "EARN-OUTS" means any obligations by Company or any of its Subsidiaries
to pay any amounts constituting the payment of deferred purchase price with
respect to any acquisition of a business (whether through the purchase of assets
or shares of capital stock), the amount of which payments is calculated on the
basis of, or by reference to, bona fide financial or other operating performance
of such business or specified portion thereof or any other similar arrangement.

         "ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized under the
laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof; PROVIDED that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (iv) any other entity which extends credit or buys or invests in
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies; and (B) any Lender, any Affiliate of any Lender and
any Affiliated Fund of any Lender; PROVIDED that no Affiliate of Company shall
be an Eligible Assignee.

         "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined in
Section 3(3) of ERISA which is or was maintained or contributed to by Company,
any of its Subsidiaries or any of their respective ERISA Affiliates.

         "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive, by any governmental authority or any other Person, arising
(i) pursuant to or in connection with any actual or alleged violation of any
Environmental Law, (ii) in connection with any Hazardous Materials or any actual
or alleged Hazardous Materials Activity, or (iii) in connection with any actual
or alleged damage, injury, threat or harm to natural resources or the
environment.

         "ENVIRONMENTAL LAWS" means any and all current or future statutes,
ordinances, orders, rules, regulations, judgments, Governmental
Authorizations, or any other requirements of governmental authorities
relating to (i) environmental matters, including those relating to any
Hazardous Materials Activity, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) the effect of the
environment on human, plant or animal health or welfare, in any manner
applicable to Company or any of its Subsidiaries or any Facility, including
the Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. Section 9601

                                      12



et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801
et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901
et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et
seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), the Federal
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.),
the Oil Pollution Act (33 U.S.C. Section 2701 et seq.) and the Emergency
Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et seq.),
each as amended or supplemented, any analogous present or future state or
local statutes or laws, and any regulations promulgated pursuant to any of
the foregoing.

         "ERDA ACQUISITION" means the acquisition by Company or a wholly-owned
subsidiary of 100% of the capital stock or substantially all of the assets of
ERDA, Inc., for a purchase price of approximately $30,500,000 pursuant to
documentation in form and substance reasonably satisfactory to Agents.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.

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

         "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
could reasonably constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (vi) the imposition of
liability on Company, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of
its Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205

                                      13



of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by Company, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is
in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
that it intends to terminate or has terminated under Section 4041A or 4042 of
ERISA; (viii) the occurrence of an act or omission which could reasonably
give rise to the imposition on Company, any of its Subsidiaries or any of
their respective ERISA Affiliates of fines, penalties, taxes or related
charges under Chapter 43 of the Internal Revenue Code or under Section 409,
Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any
Employee Benefit Plan; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with
any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code)
to qualify under Section 401(a) of the Internal Revenue Code, or the failure
of any trust forming part of any Pension Plan to qualify for exemption from
taxation under Section 501(a) of the Internal Revenue Code; or (xi) the
imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or pursuant to ERISA with respect to any Pension Plan.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate Loan
for the relevant Interest Period, the rate determined by Administrative Agent to
be the rate at which First Chicago offers to place deposits in U.S. dollars with
first-class banks in the London interbank market at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period,
in the approximate amount of First Chicago's relevant Eurodollar Rate Loan and
having a maturity equal to such Interest Period.

         "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in
subsection 2.2A.

         "EVENT OF DEFAULT" means each of the events set forth in Section 8.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

         "EXCLUDED EQUITY PROCEEDS" means any proceeds received by Parent,
Company or any of its Subsidiaries from the issuance or sale or exercise of
their respective equity Securities, in each case pursuant to any such sale or
issuance or exercise constituting or resulting from (i) capital contributions to
Company, or equity Securities issuances by Parent, Company or any of its
Subsidiaries, including without limitation, the issuance of the PIK Preferred
Stock and any such issuances as payment of accrued dividends on the PIK
Preferred Stock (excluding any such contributions or issuance resulting from a
public offering or a widely distributed private offering of common equity
exempted from the registration requirements of Section 5 of the Securities Act
of 1933, as amended ("Section 5") other than any such issuances (A) the proceeds
of which are required to be and are applied to refinance the Senior Subordinated
Bridge Notes then outstanding, in accordance with their terms or (B) resulting
from or in connection with any resale by DLJMB of the PIK Preferred Stock, or
any subsequent registration thereof under Section 5), (ii) any subscription
agreements, incentive plan or similar arrangements with any officer, employee or
director of Parent, the Company or any of its Subsidiaries, (iii) any loan made
by the Company or any of its Subsidiaries pursuant to Section 7.3(xi), (iv) the
sale of any equity Securities of Parent to any officer, director or employee of
Parent, the Company or any of their Subsidiaries; PROVIDED such proceeds do not
exceed

                                      14



$5,000,000 in the aggregate, (v) the exercise of any options or warrants
issued to any officer, employee or director of Parent, the Company or any of
its Subsidiaries or to any purchasers of the PIK Preferred Stock, or (vi)
issuances by any Subsidiary of Company to Company or any other Subsidiary of
Company or by Company to Parent or any Subsidiary of Company.

         "EXISTING AGREEMENT" has the meaning assigned to that term in the
Recitals.

         "EXISTING DAH DEBT" means the Loan and Security Agreement dated as of
April 15, 1997, as amended, among DAH, Bank of America Illinois, as Agent and
the lenders signatory thereto.

         "FACILITIES" means any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Company or any of its Subsidiaries or any of
their respective predecessors.

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

         "FINANCE CO." means DeCrane Finance Co., a Delaware corporation.

         "FINANCE CO. PLEDGE AGREEMENT" means the Finance Co. Pledge
Agreement executed and delivered by Finance Co. on the Closing Date with
respect to Acquisition Co, substantially in the form of EXHIBIT XIV annexed
hereto, as such Finance Co. Pledge Agreement may be amended, supplemented or
otherwise modified from time to time.

         "FINANCIAL PLAN" has the meaning assigned to that term in subsection
6.1(xi).

         "FIRST ADDITIONAL TRANCHE B TERM LOAN COMMITMENT" means the commitment
of a Lender to make a First Additional Tranche B Term Loan to Company on the
First Amendment Closing Date pursuant to subsection 2.1A(ii), and "FIRST
ADDITIONAL TRANCHE B TERM LOAN COMMITMENTS" means such commitments of all
Lenders in the aggregate.

         "FIRST ADDITIONAL TRANCHE B TERM LOANS" means only those Tranche B Term
Loans made by Tranche B Term Loan Lenders to Company on the First Amendment
Closing Date pursuant to subsection 2.1A(ii).

         "FIRST ADDITIONAL TRANCHE B TERM NOTES" means the promissory notes of
Company issued pursuant to subsection 2.1D on the First Amendment Closing Date,
substantially in the form of EXHIBIT V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

         "FIRST AMENDED AND RESTATED CREDIT AGREEMENT" has the meaning assigned
to that term in the Recitals.

                                      15



         "FIRST AMENDMENT TO ORIGINAL CREDIT AGREEMENT" has the meaning assigned
to that term in the Recitals.

         "FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT" has
the meaning assigned to that term in the Recitals.

         "FIRST AMENDMENT CLOSING DATE" means January 22, 1999.

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

         "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral (other than Permitted
Encumbrances and other Liens permitted pursuant to subsections 7.2A(iii), (iv),
(vi), (vii), (viii), (ix) and (to the extent arising in connection with Capital
Leases and purchase money Indebtedness and applying to the assets whose
acquisition or improvement was financed therewith) (x) and (ii) such Lien is the
only Lien (other than Permitted Encumbrances and Liens permitted pursuant to
subsection 7.2A) to which such Collateral is subject.

         "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

         "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year.

         "FLOOD HAZARD PROPERTY" means a Mortgaged Property located in an area
designated by the Federal Emergency Management Agency as having special flood or
mud slide hazards.

         "FOREIGN SUBSIDIARY" means any Subsidiary that is not a Domestic
Subsidiary.

         "FUNDING AND PAYMENT OFFICE" means (i) the office of Administrative
Agent and Swing Line Lender located at One First National Plaza, Chicago,
Illinois, 60670 or (ii) such other office of Administrative Agent and Swing Line
Lender as may from time to time hereafter be designated as such in a written
notice delivered by Administrative Agent and Swing Line Lender to Company and
each Lender.

         "FUNDING DATE" means the date of the funding of a Loan.

         "GAAP" means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, in each case as the same are
applicable to the circumstances as of the date of determination.

         "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any federal, state
or local governmental authority, agency or court.

         "GUARANTIES" means the Parent Guaranty, the Acquisition Co. Guaranty
and the Subsidiary Guaranty.

                                      16



         "HAZARDOUS MATERIALS" means (i) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", "acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
petroleum derived substance; (iii) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude
oil, natural gas or geothermal resources; (iv) any flammable substances or
explosives; (v) any radioactive materials; (vi) any asbestos-containing
materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment
which contains any oil or dielectric fluid containing polychlorinated biphenyls;
(ix) pesticides; and (x) any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any governmental authority or which
may or could pose a hazard to the health and safety of the owners, occupants or
any Persons at the Facilities or to the indoor or outdoor environment.

         "HAZARDOUS MATERIALS ACTIVITY" means any activity, event or occurrence
involving any Hazardous Materials, including the use, manufacture, possession,
storage, holding, presence, Release, discharge, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal,
disposition or handling of any Hazardous Materials, and any corrective action or
response action with respect to any of the foregoing.

         "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

         "IMMATERIAL SUBSIDIARY" means each Subsidiary of Company that (a)
accounted for no more than 3% of the consolidated gross revenues of Company and
its Subsidiaries for the most recently completed Fiscal Quarter with respect to
which, pursuant to Section 6.1(i) or 6.1(ii), financial statements have been, or
are required to have been, delivered by Company on or before the date as of
which any such determination is made, as reflected in such financial statements;
and (b) has assets which represent no more than 3% of the consolidated gross
assets of Company and its Subsidiaries as of the last day of the most recently
completed Fiscal Quarter with respect to which, pursuant to Section 6.1(i) or
6.1(ii), financial statements have been, or are required to have been, delivered
by Company on or before the date as of which any such determination is made, as
reflected in such financial statements.

         "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of Company, any qualification or exception to such opinion or certification (i)
which is of a "going concern" or similar nature, (ii) which relates to the
limited scope of examination of matters relevant to such financial statement
(except, in the case of matters relating to any acquired business or assets, in
respect of the period prior to the acquisition by Company of such business or
asset), or (iii) which relates to the treatment or classification of any item in
such financial statement and which, as a condition to its removal, would require
an adjustment to such item the effect of which would be to cause Company to be
in default of any of its obligations under Section 7.6.

                                      17



         "INCREASED COMMITMENTS AGREEMENT" has the meaning assigned to that term
in the Recitals.

         "INDEBTEDNESS", as applied to any Person, means (i) all indebtedness
for borrowed money, (ii) that portion of obligations with respect to Capital
Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) except in the case of accounts payable arising in
the ordinary course of business, due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or
similar written instrument (including in respect of Earn-Outs, but solely to the
extent included as liabilities in accordance with GAAP), and (v) all obligations
of the types referred to in clauses (i) through (iv) above, secured by any Lien
on any property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person. Obligations under Interest Rate
Agreements and Currency Agreements constitute (X) in the case of Hedge
Agreements, Contingent Obligations, and (Y) in all other cases, Investments, and
in neither case constitute Indebtedness.

         "INDEMNITY" has the meaning assigned to that term in subsection 10.3.

         "INFINITY ACQUISITION" means the acquisition by DAH-IP Acquisition
Co., L.P., a Texas limited partnership (whose general partner and limited
partner, which collectively own 100% of the equity interests in DAH-IP
Acquisition Co., L.P., are both Wholly-Owned Subsidiaries of Company), of
substantially all of the assets of The Infinity Partners, Ltd., a Texas
limited partnership, for a purchase price of approximately $17,000,000
pursuant to that certain Asset Purchase and Sale Agreement dated as of
November 22, 1999, by and among DAH-IP Holdings, Inc., a Delaware
corporation, DAH-IP Acquisition Co., L.P., a Texas limited partnership, The
Infinity Partners, Ltd., a Texas limited partnership, Jet Interiors LLC, a
Texas limited liability company, the various limited partners of The Infinity
Partners, Ltd., and Company.

         "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
copyrights, technology, know-how and processes used in or necessary for the
conduct of the business of Company and its Subsidiaries as currently conducted
that are material to the condition (financial or otherwise), business or
operations of Company and its Subsidiaries, taken as a whole.

         "INTERCOMPANY NOTE RELATING TO TRANCHE A TERM LOANS AND WORKING CAPITAL
LOANS" means the Promissory Note executed by DAH in favor of Finance Co. on the
Closing Date, substantially in the form of EXHIBIT XXVIII annexed hereto,
evidencing the borrowings made by DAH from Finance Co. from time to time (other
than borrowings evidenced by the Intercompany Note Relating to Tranche B Term
Loans), as such Intercompany Note may be amended, supplemented or otherwise
modified from time to time.

         "INTERCOMPANY NOTE RELATING TO TRANCHE B TERM LOANS" means the
Promissory Note executed by DAH in favor of Finance Co. on the Closing Date,
substantially in the form of EXHIBIT XXIV annexed hereto, evidencing the
borrowings made by DAH from Finance Co. from the proceeds of Tranche B Term
Loans, as such Intercompany Note Relating to Tranche B Term Loans may be
amended, supplemented or otherwise modified from time to time.

                                      18



         "INTERCOMPANY NOTES" means, collectively, the Intercompany Note
Relating to Tranche A Term Loans and Working Capital Loans and the Intercompany
Note Relating to Tranche B Term Loans.

         "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate Loan,
each Quarterly Date, commencing on the first such Quarterly Date to occur after
the Closing Date, and (ii) with respect to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan; PROVIDED that in the case
of each Interest Period of longer than three months "Interest Payment Date"
shall also include each date that is three months, or an multiple thereof, after
the commencement of such Interest Period.

         "INTEREST PERIOD" has the meaning assigned to that term in subsection
2.2B.

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

         "INTEREST RATE DETERMINATION DATE" means, with respect to any Interest
Period, the second Business Day prior to the first day of such Interest Period.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

         "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its Subsidiaries, of any equity Securities of such Subsidiary,
or (iii) any direct or indirect loan, advance (other than advances to employees
for moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by
Company or any of its Subsidiaries to any other Person (other than a
wholly-owned Subsidiary of Company). The amount of any Investment shall be the
original cost of such Investment PLUS the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment.

         "INVESTMENT ACCOUNT AGREEMENT" means the Investment Account Agreement
executed and delivered by Company and Administrative Agent on the Closing Date,
substantially in the form of EXHIBIT XXVII annexed hereto, as such Investment
Account Agreement may hereafter be amended, supplemented or otherwise modified
from time to time.

         "INVESTMENT ACCOUNTS" means the "Investments Accounts" as defined in
the Investment Account Agreement.

         "IP COLLATERAL" means, collectively, the Intellectual Property
Collateral under the Security Agreement.

         "ISSUING LENDER" means, First Chicago in its capacity as issuer of a
Letter of Credit or, if First Chicago declines to issue such Letter of Credit in
accordance with subsection 3.1B(ii), then any other Working Capital Lender that
at the request of Company agrees to issue a Letter of Credit pursuant to
subsection 3.1B(ii).

                                      19



         "LC REFUNDING LOAN" has the meaning assigned to that term in subsection
2.1B.

         "LEASEHOLD PROPERTY" means any leasehold interest of any Loan Party as
lessee under any lease of real property.

         "LENDER" and "Lenders" means the persons identified as "Lenders" and
listed on Schedule I attached to this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall
include Swing Line Lender unless the context otherwise requires.

         "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Letters of Credit
issued or to be issued by Issuing Lenders for the account of Company pursuant to
subsection 3.1.

         "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is available for drawing under all
Letters of Credit then outstanding (whether or not any conditions to any such
drawing can then be met), PLUS (ii) the aggregate amount of all drawings under
Letters of Credit honored by Issuing Lenders and not theretofore reimbursed by
Company.

         "LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.

         "LOAN" or "LOANS" means one or more of the Tranche A Term Loans,
Tranche B Term Loans, Tranche D Term Loans, Working Capital Loans, Swing Line
Loans or Acquisition Loans or any combination thereof.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters of Credit
(and any applications for, or reimbursement agreements or other documents or
certificates executed by Company in favor of an Issuing Lender relating to, the
Letters of Credit), the Guaranties and the Collateral Documents.

         "LOAN PARTY" means each of Parent, Acquisition Co., Company and any of
Company's Subsidiaries from time to time executing a Loan Document, and "LOAN
PARTIES" means all such Persons, collectively.

         "MARGIN DETERMINATION CERTIFICATE" means an Officer's Certificate of
Company delivered pursuant to subsection 6.1(iv) setting forth in reasonable
detail, and calculating in accordance with subsections 1.2(b) and 1.2(c), the
Consolidated Leverage Ratio for the four-Fiscal Quarter period ending as of the
last day of the Fiscal Quarter with respect to which such Officer's Certificate
is delivered.

         "MARGIN STOCK" has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

         "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon the
business, operations, properties, assets, financial condition or prospects of
Company and its Subsidiaries taken as a whole or of DAH and its Subsidiaries
taken as a whole or (ii) the material impairment of the ability of the Loan
Parties to perform, or of Agents or Lenders to enforce, the Obligations.

                                      20



         "MATERIAL CONTRACT" means any contract or other arrangement to which
Company or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.

         "MAY 2000 AMENDMENT AGREEMENT" has the meaning assigned to that term
in the Recitals.

         "MERGER" means the merger of Acquisition Co. with and into DAH
pursuant to the Merger Agreement.

         "MERGER AGREEMENT" means the Agreement and Plan of Merger dated as of
July 16, 1998 between Acquisition Co. and DAH, as in effect on the date hereof
and as such agreement may be amended from time to time to the extent permitted
under subsection 7.15.

         "MERGER DATE" means the date upon which the Merger and the Second
Merger are consummated.

         "MERGER DATE FEE MORTGAGED PROPERTY" means each owned property listed
on Schedule 6.8.

         "MERGER DATE LEASEHOLD MORTGAGED PROPERTY" means each leased property
listed on Schedule 6.8 to the extent that DAH or the applicable Subsidiary is
able to obtain the agreement of the applicable lessor referred to in subsection
6.8C.

         "MERGER DATE MORTGAGED PROPERTY" means, collectively, the Merger Date
Fee Mortgaged Properties and the Merger Date Leasehold Mortgaged Properties.

         "MINIMUM SHARES" means, at the date of determination, a majority of the
total number of shares of DAH Common Stock outstanding on a fully diluted basis
but not less than a sufficient number of such shares to permit Acquisition Co.
acting alone to cause the Merger to be approved by the stockholders of DAH.

         "MORTGAGE" means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, substantially in such form as may be reasonably approved by
Agents in their sole discretion, in each case with such changes thereto as may
be recommended by Administrative Agent's local counsel based on local laws or
customary local mortgage or deed of trust practices, or (ii) at the option of
Agents, in the case of any future Mortgaged Property, an amendment to an
existing Mortgage or a new Mortgage, in form satisfactory to Agents, adding such
future Mortgaged Property to the Real Property Assets encumbered by such
existing Mortgage, in either case as such security instrument or amendment may
be amended, supplemented or otherwise modified from time to time. "MORTGAGES"
means all such instruments, including any future Mortgages, collectively.

         "MORTGAGED PROPERTY" means a Merger Date Mortgaged Property (as defined
in subsection 6.13) or a property mortgaged in the future pursuant to subsection
6.8.

         "MULTIEMPLOYER PLAN" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

         "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, Cash
payments (including any Cash received by way of deferred payment pursuant to, or
by monetization of, a note receivable

                                      21



or otherwise, but only as and when so received) received from such Asset
Sale, net of any bona fide direct costs incurred in connection with such
Asset Sale, including (i) income taxes and all other governmental costs and
expenses reasonably estimated to be actually payable in connection with such
Asset Sale (including, in the event of any Asset Sale with respect to
non-U.S. assets, any such taxes, costs, and expenses resulting from
repatriating such proceeds to the U.S.), (ii) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof
as a result of such Asset Sale, (iii) all reasonable and customary fees and
expenses with respect to legal, investment banking, brokerage, accounting and
other professional fees, sales commissions and disbursements, (iv) reserves
for purchase price adjustments and retained liabilities reasonably expected
to be payable by Company and its Subsidiaries in cash in connection therewith
and (v) solely with respect to any Asset Sale consummated by a Subsidiary,
the pro rata portion of any such Cash payments required to be distributed to
any shareholders of such Subsidiary or any other Subsidiary that, directly or
indirectly, holds the capital stock of such Subsidiary (but excluding in each
case Company and its Subsidiaries).

         "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments or
proceeds received by Company or any of its Subsidiaries (i) under any casualty
insurance policy in respect of a covered loss thereunder or (ii) as a result of
the taking of any assets of Company or any of its Subsidiaries by any Person
pursuant to the power of eminent domain, condemnation or otherwise, or pursuant
to a sale of any such assets to a purchaser with such power under threat of such
a taking, in each case net of any actual and reasonable documented costs
incurred by Company or any of its Subsidiaries in connection with the adjustment
or settlement of any claims of Company or such Subsidiary in respect thereof,
but excluding (x) any such payments or proceeds thereunder required to be paid
to a creditor (other than the holders of the Loans) secured by such assets that
is required to be repaid under the terms thereof as a result of the relevant
covered loss or taking, (y) any income taxes and all other taxes, governmental
costs and expenses reasonably estimated to be actually payable in connection
with the receipt of such Net Insurance/Condemnation Proceeds and (z) solely with
respect to any Net Insurance/Condemnation Proceeds received by a Subsidiary, the
pro rata portion of any such Cash payments required to be distributed to any
shareholders of such Subsidiary or any other Subsidiary that, directly or
indirectly, holds the capital stock of such Subsidiary (but excluding in each
case Company and its Subsidiaries).

         "NET SECURITIES PROCEEDS" has the meaning set forth in subsection
2.4B(iii)(c).

         "NET SENIOR DEBT" means, at any date, Consolidated Total Debt LESS
Subordinated Indebtedness LESS Cash and Cash Equivalents held by Company and its
Subsidiaries, in each case at such date.

         "NET SENIOR DEBT RATIO" means, at the end of any Fiscal Quarter,
subject to subsection 1.2(b), the ratio of (a) Net Senior Debt as of the last
day of such Fiscal Quarter to (b) Consolidated EBITDA for the consecutive four
Fiscal Quarters ending on the last day of such Fiscal Quarter.

         "NON-CONSENTING LENDER" means any Lender that, in response to any
request by Company or Administrative Agent to a departure from, waiver of or
amendment to any provision of any Loan Document that requires the agreement of
all Lenders or all Lenders holding Commitments or Loans (and, if applicable,
participations in letters of credit) of a particular type, which departure,
waiver or amendment received the consent of the Required Lenders or the holders
of a majority of the Commitments or (if the applicable Commitments of such type
shall have expired or been terminated)

                                      22



outstanding Loans of such type, and, if applicable, participations in letters
of credit, as the case may be, shall not have given its consent to such
departure, waiver or amendment.

         "NON-FUNDING LENDER" means a Lender that shall have failed to fund any
Loan hereunder that it was required to have funded in accordance with the terms
hereof, which Loan was included in any borrowings in respect of which a majority
of the aggregate amount of all Loans included in such borrowings were funded by
the Lenders party hereto (other than any Lender not required to do so as a
result of the provisions of Section 2.6C or 2.6D being applicable to such Lender
with respect to such borrowing).

         "NON-WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of Company that is
not a Wholly-Owned Subsidiary.

         "NOTES" means one or more of the Tranche A Term Notes, Tranche B Term
Notes, Tranche D Term Notes, Working Capital Notes, Swing Line Notes or
Acquisition Notes or any combination thereof.

         "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT I annexed hereto delivered by Company to Administrative Agent pursuant
to subsection 2.1B with respect to a proposed borrowing.

         "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in the
form of EXHIBIT II annexed hereto delivered by Company to Administrative Agent
pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans specified therein.

         "NOTICE OF ISSUANCE OF LETTER OF CREDIT" means a notice substantially
in the form of EXHIBIT III annexed hereto delivered by Company to Administrative
Agent pursuant to subsection 3.1B(i) with respect to the proposed issuance of a
Letter of Credit.

         "OBLIGATIONS" means all obligations of every nature of each Loan Party
from time to time owed to Agents, Lenders or any of them under the Loan
Documents, whether for principal, interest, reimbursement of amounts drawn under
Letters of Credit, fees, expenses, indemnification or otherwise.

         "OFFICER'S CERTIFICATE" means, as applied to any corporation, a
certificate executed on behalf of such corporation by its chief executive
officer, president, treasurer or its chief financial officer (or if there is no
chief financial officer, its chief accounting officer).

         "OPERATING LEASE" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) that is not a Capital Lease in accordance with
GAAP other than any such lease under which that Person is the lessor.

         "ORIGINAL TRANCHE A TERM LOAN COMMITMENT" means the commitment of a
Lender to make a Tranche A Term Loan to Company on the Closing Date pursuant to
subsection 2.1A(i), and "ORIGINAL TRANCHE A TERM LOAN COMMITMENTS" means such
commitments of all Lenders in the aggregate.

                                      23



         "ORIGINAL TRANCHE A TERM LOANS" means only those Tranche A Term Loans
made by Tranche A Term Loan Lenders to Company on the Closing Date pursuant to
subsection 2.1A(i).

         "ORIGINAL TRANCHE B TERM LOAN COMMITMENT" means the commitment of a
Lender to make a Tranche B Term Loan to Company on the Closing Date pursuant to
subsection 2.1A(ii), and "ORIGINAL TRANCHE B TERM LOAN COMMITMENTS" means such
commitments of all Lenders in the aggregate.

         "ORIGINAL TRANCHE B TERM LOANS" means only those Tranche B Term Loans
made by Tranche B Term Loan Lenders to Company on the Closing Date pursuant to
subsection 2.1A(ii).

         "ORIGINAL TRANCHE D TERM LOAN COMMITMENT" means the commitment of a
Lender to make a Tranche D Term Loan to Company on the Second Amended and
Restated Credit Agreement Closing Date pursuant to subsection 2.1A(vi), and
"ORIGINAL TRANCHE D TERM LOAN COMMITMENTS" means such commitments of all Lenders
in the aggregate.

         "ORIGINAL TRANCHE D TERM LOANS" means only those Tranche D Term Loans
made by Tranche D Term Loan Lenders to Company on the Second Amended and
Restated Credit Agreement Closing Date pursuant to subsection 2.1A(vi).

         "PARENT" means DeCrane Holdings Co., a Delaware corporation.

         "PARENT GUARANTY" means the Parent Guaranty executed and delivered by
Parent on the Closing Date, substantially in the form of EXHIBIT XXI annexed
hereto, as such Parent Guaranty may be amended, supplemented or otherwise
modified from time to time.

         "PARENT P-I-K SECURITIES" means the PIK Notes and the PIK Preferred
Stock.

         "PARENT PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered by Parent on the Closing Date, substantially in the form of EXHIBIT XX
annexed hereto, as such Parent Pledge Agreement may be amended, supplemented or
otherwise modified from time to time.

         "PATS ACQUISITION" means the acquisition by Company of 100% of the
capital stock of PATS, Inc. for an equity purchase price of approximately
$41,500,000 pursuant to that certain Stock Purchase and Sale Agreement dated as
of December 15, 1998, by and among PATS, Inc., the principal shareholders of
PATS, Inc. and Company.

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

         "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

         "PERMITTED ACQUISITION" means the acquisition of a business (whether
through the purchase of assets or of shares of capital stock) by Company or one
of its Subsidiaries (w) which is in a line of business similar or related to the
lines of business of Company and its Subsidiaries, (x) for total consideration,
for acquisitions made after the Third Amended and Restated Credit Agreement
Closing Date, (including without limitation, cash purchase price, deferred or
financed purchase price and the assumption of Indebtedness, including Assumed
Indebtedness, and other liabilities) of not more than $35,000,000 for any single
acquisition or series of related acquisitions and, which consideration, when
aggregated with the consideration for all other Permitted Acquisitions made

                                      24



after the Third Amended and Restated Credit Agreement Closing Date, does not
exceed $50,000,000 (except that the ERDA Acquisition will not be counted toward
this limitation); PROVIDED that such aggregate total consideration for Permitted
Acquisitions of or by Subsidiaries that are not Subsidiary Guarantors shall not
exceed an aggregate of $30,000,000 plus the Company Excess Cash Flow Amount; AND
PROVIDED FURTHER that such aggregate total consideration for Permitted
Acquisitions of or by Non-Wholly-Owned Subsidiaries that are not Subsidiary
Guarantors shall not exceed an aggregate of $10,000,000 plus the Company Excess
Cash Flow Amount, (y) at a time at which no Event of Default or Potential Event
of Default shall exist or shall occur as a result of giving effect to such
proposed acquisition, and (z) after giving effect to such acquisition, including
without limitation giving effect to the incurrence or assumption of any
Indebtedness or any other costs and expenditures or the making of any
distributions and other payments in connection with or otherwise relating to
such Permitted Acquisition, Company shall be in pro forma compliance with each
of the financial covenants set forth in subsection 7.6 for the immediately
preceding four Fiscal Quarter period prior to such date of determination.

         For purposes of calculating on any date usage of each dollar basket set
forth in this definition:

         (i)      Earn-outs paid or payable under any agreement entered into on
                  or prior to the Third Amended and Restated Credit Agreement
                  Closing Date shall be excluded from any such calculation on
                  any date; and

         (ii)     with respect to any acquisition consummated after the Third
                  Amended and Restated Credit Agreement Closing Date, Earn-outs
                  shall be included in any such calculation on any date on if,
                  and only to the extent that, such Earn-outs have been actually
                  paid by the Company or any of its Subsidiaries on or prior to
                  such date; PROVIDED that if on any date any such calculation
                  is made any such dollar basket is exceeded as a result of the
                  inclusion of any Earn-out, any acquisition consummated on or
                  prior to such date and constituting a "Permitted Acquisition"
                  shall continue to constitute a "Permitted Acquisition", but
                  such dollar basket shall be deemed to be fully utilized for
                  purposes of determining whether any proposed new acquisition
                  is a "Permitted Acquisition".

         "PERMITTED ACQUISITION COMPLIANCE CERTIFICATE" means an Officer's
Certificate substantially in the form of EXHIBIT XXVI annexed hereto delivered
to Administrative Agent by Company pursuant to subsection 7.7(vii).

         "PERMITTED ENCUMBRANCES" means the following types of Liens:

         (i)      Liens for taxes, assessments or governmental charges or
claims the payment of which is not, at the time, required by subsection 6.3;

         (ii)     Liens of landlords (except as may be waived or released as
more particularly described in subsection 6.8), Liens of banks and rights of
set-off, statutory Liens of carriers, warehousemen, mechanics, repairmen,
workmen, contractors and materialmen, and other Liens imposed by law, in each
case incurred in the ordinary course of business (a) for amounts not yet
overdue or (b) for amounts that are overdue and that (in the case of any such
amounts overdue for a period in excess of 30 days) are being contested in
good faith by appropriate proceedings, so long as such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made for any such contested amounts;

                                      25




         (iii)    Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money), so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the Collateral on account thereof;

         (iv)     any attachment or judgment Lien not constituting an Event
of Default under subsection 8.8;

         (v)      leases or subleases granted to third parties and not
interfering in any material respect with the ordinary conduct of the business
of Company or any of its Subsidiaries;

         (vi)     easements, rights-of-way, restrictions, encroachments, and
other minor defects or irregularities in title, in each case which do not and
will not materially detract from the value or impair the use by the Company
or any of its Subsidiaries in the ordinary conduct of the business of Company
or any of its Subsidiaries;

         (vii)    any (a) interest or title of a lessor or sublessor under
any permitted lease, (b) restriction or encumbrance to which the interest or
title of such lessor or sublessor may be subject to, or (c) subordination of
the interest of the lessee or sublessee under such lease to any restriction
or encumbrance referred to in the preceding clause (b);

         (viii)   Liens arising from filing UCC financing statements relating
solely to leases not prohibited by this Agreement;

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

         (x)      any zoning or similar law or right reserved to or vested in
any governmental office or agency to control or regulate the use of any real
property;

         (xi)     Liens securing obligations (other than obligations
representing Indebtedness for borrowed money) under operating, reciprocal
easement or similar agreements entered into in the ordinary course of
business of Company and its Subsidiaries;

         (xii)    licenses of patents, trademarks and other intellectual
property rights granted by Company or any of its Subsidiaries in the ordinary
course of business and not interfering in any material respect with the
ordinary conduct of the business of Company or such Subsidiary; and

         (xiii)   the general and special exceptions approved by Agents,
which exceptions appear on the mortgagee title insurance policies with
respect to the owned and leased properties to be encumbered by a Mortgage,
pursuant to subsections 6.8B, 6.8C and 6.13.

         "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and governments (whether federal, state or local,

                                      26



domestic or foreign, and including political subdivisions thereof) and
agencies or other administrative or regulatory bodies thereof.

         "PIK NOTES" means Senior Pay-in-Kind Notes, if any, issued by Parent,
in exchange for PIK Preferred Stock which notes shall (i) provide for the
payment of interest by accretion of the original face amount thereof or by the
issuance of additional PIK Notes for a period of not less than five years after
the Closing Date, (ii) not provide for any scheduled redemptions or prepayments
or any sinking fund installment payments or maturities prior to a date which is
seven and one-half years after the Closing Date, and (iii) have terms and
conditions not less favorable to Parent and Lenders than those set forth in the
draft "Description of Exchange Debentures" dated August 27, 1998, a copy of
which has been distributed to the Lenders.

         "PIK PREFERRED STOCK" means Pay-in-Kind Preferred Stock issued by
Parent, the face amount thereof to be issued on the Closing date being not less
than $34,000,000, providing for the payment of dividends thereon by the issuance
of additional shares of such Pay-in-Kind Preferred Stock or by accretion of the
original face amount thereof for a period of not less than five years from the
Closing Date, which Pay-in-Kind Preferred Stock shall be unsecured and
unguaranteed, shall not provide for any scheduled redemptions or prepayments
prior to a date which is seven-and-a-half years after the Closing Date, as
amended from time to time to the extent permitted under the Parent Guaranty.

         "PLEDGED COLLATERAL" means, collectively, at any time, the "Pledged
Collateral" as defined in any of the Finance Co. Pledge Agreement, the DAH
Pledge Agreement, the Parent Pledge Agreement and the Subsidiary Pledge
Agreements as is a Collateral Document at such time.

         "POTENTIAL EVENT OF DEFAULT" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

         "PPI ACQUISITION" means the acquisition by Company of 100% of the
capital stock of PPI Holdings, Inc. for an equity purchase price of
approximately $50,800,000 pursuant to that certain Stock Purchase and Sale
Agreement dated as of March 26, 1999, by and among PPI Holdings, Inc.; the
persons named as shareholders on the signature pages thereof, owners of the
capital stock of PPI Holdings, Inc.; and Company.

         "PROPERTY REINVESTMENT APPLICATION" means the application of Net Asset
Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, to the
acquisition by Company or its Subsidiaries of tangible or intangible property or
assets (other than property or assets that constitute current assets under GAAP,
unless the acquisition thereof is incidental to the acquisition of a materially
greater amount of non-current assets) that is to be used in the business of
Company and its Subsidiaries.

         "PRO RATA SHARE" means (i) with respect to all payments, computations
and other matters relating to the Tranche A Term Loan Commitments or the Tranche
A Term Loan of any Lender, the percentage obtained by DIVIDING (x) the Tranche A
Term Loan Exposure of that Lender BY (y) the aggregate Tranche A Term Loan
Exposure of all Lenders, (ii) with respect to all payments, computations and
other matters relating to the Tranche B Term Loan Commitments or the Tranche B
Term Loan of any Lender, the percentage obtained by DIVIDING (1) the Tranche B
Term Loan Exposure of that Lender BY (2) the aggregate Tranche B Term Loan
Exposure of all Lenders, (iii) with respect to all payments, computations and
other matters relating to the Working Capital

                                      27



Loan Commitment or the Working Capital Loans of any Lender or any Letters of
Credit issued or participations therein purchased by any Lender or any
participations in any Swing Line Loans purchased or deemed purchased by any
Working Capital Lender, the percentage obtained by DIVIDING (x) the Working
Capital Loan Exposure of that Lender BY (y) the aggregate Working Capital
Loan Exposure of all Lenders, (iv) with respect to all payments, computations
and other matters relating to the Acquisition Loan Commitment or the
Acquisition Loans of any Lender, the percentage obtained by DIVIDING (x) the
Acquisition Loan Exposure of that Acquisition Lender BY (y) the aggregate
Acquisition Loan Exposure of all Lenders, (v) with respect to all payments,
computations and other matters relating to the Tranche D Term Loan Commitment
or the Tranche D Term Loan of any Lender, the percentage obtained by DIVIDING
(x) the Tranche D Term Loan Exposure of that Lender BY (y) the aggregate
Tranche D Term Loan Exposure of all Lenders, and (vi) for all other purposes
with respect to each Lender, the percentage obtained by DIVIDING (x) the sum
of the Tranche A Term Loan Exposure of that Lender PLUS the Tranche B Term
Loan Exposure of that Lender PLUS the Tranche D Term Loan Exposure of that
Lender PLUS the Working Capital Loan Exposure of that Lender PLUS the
Acquisition Loan Exposure of that Lender BY (y) the sum of the aggregate
Tranche A Term Loan Exposure of all Lenders PLUS the aggregate Tranche B Term
Loan Exposure of all Lenders PLUS the aggregate Tranche D Term Loan Exposure
of all Lenders PLUS the aggregate Working Capital Loan Exposure of all
Lenders PLUS the aggregate Acquisition Loan Exposure of all Lenders, in any
such case as the applicable percentage may be adjusted by assignments
permitted pursuant to subsection 10.1. The initial Pro Rata Share of each
Lender as of the Closing Date for purposes of each of clauses (i), (ii),
(iii) and (iv) of the preceding sentence is set forth opposite the name of
that Lender in SCHEDULE 2.1 annexed to the Original Credit Agreement.

         "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the
opinion of Administrative Agent, desirable in order to create or perfect
Liens on any IP Collateral.

         "QUARTERLY DATE" means each March 31, June 30, September 30 and
December 31.

         "REAL PROPERTY ASSET" means, at any time of determination, any interest
then owned by any Loan Party in any real property.

         "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
subsection 2.1A(iv).

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

         "RELATED AGREEMENTS" means, collectively, the Intercompany Notes, the
Merger Agreement, the Senior Subordinated Bridge Note Agreement, if any, the
Senior Subordinated Bridge Notes, if any, any guaranties related thereto and, if
and when executed, the Senior Subordinated Note Indenture and the Senior
Subordinated Notes and any guaranties related to any of the foregoing, the
Parent PIK Securities and the agreements or other instruments pursuant to which
the Parent PIK Securities have been issued or are governed, including without
limitation any note purchase agreement, any indenture or any certificate of
designation and all other agreements or instruments delivered pursuant to or in
connection with any of the foregoing including any registration rights
agreement.

                                      28



         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

         "REQUISITE LENDERS" means on any date, Lenders having or holding more
than 50% of the sum of (i) the aggregate Tranche A Term Loan Exposure of all
Lenders PLUS (ii) the aggregate Tranche B Term Loan Exposure of all Lenders PLUS
(iii) the aggregate Tranche D Term Loan Exposure of all Lenders PLUS (iv) the
aggregate Working Capital Loan Exposure of all Lenders PLUS (v) the aggregate
Acquisition Loan Exposure of all Lenders, in each case on such date.

         "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "RESTRICTED JUNIOR PAYMENT" means (i) any distribution, direct or
indirect, on account of any class of stock of Company now or hereafter
outstanding, except a distribution payable solely in shares of that class or a
junior class of stock payable solely to holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any class of stock of Company now
or hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding, and (iv)
any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

         "SECOND ADDITIONAL TRANCHE A TERM LOAN COMMITMENT" means the commitment
of a Lender to make a Second Additional Tranche A Term Loan to Company on the
Third Amended and Restated Credit Agreement Closing Date pursuant to subsection
2.1A(i), and "SECOND ADDITIONAL TRANCHE A TERM LOAN COMMITMENTS" means such
commitments of all Lenders in the aggregate.

         "SECOND ADDITIONAL TRANCHE A TERM LOANS" means only those Tranche A
Term Loans made by Tranche A Term Loan Lenders to Company on the Amended and
Restated Credit Agreement Closing Date pursuant to subsection 2.1A(i).

         "SECOND ADDITIONAL TRANCHE A TERM NOTES" means the promissory notes of
Company issued pursuant to subsection 2.1D on the Third Amended and Restated
Credit Agreement Closing Date, substantially in the form of EXHIBIT IV annexed
hereto, as they may be amended, supplemented or otherwise modified from time to
time.

         "SECOND ADDITIONAL TRANCHE B TERM LOAN COMMITMENT" means the commitment
of a Lender to make a Second Additional Tranche B Term Loan (originally a
Tranche C Term Loan) to Company on the Amended and Restated Credit Agreement
Closing Date pursuant to subsection 2.1A(ii), and "SECOND ADDITIONAL TRANCHE B
TERM LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

         "SECOND ADDITIONAL TRANCHE B TERM LOANS" means only those Tranche B
Term Loans (originally Tranche C Term Loans) made by Lenders to Company on the
Amended and Restated Credit Agreement Closing Date pursuant to subsection
2.1A(ii).

                                      29



         "SECOND ADDITIONAL TRANCHE B TERM NOTES" means the promissory notes of
Company issued pursuant to subsection 2.1D on the Third Amended and Restated
Credit Agreement Closing Date, substantially in the form of EXHIBIT V annexed
hereto, as they may be amended, supplemented or otherwise modified from time to
time.

         "SECOND ADDITIONAL TRANCHE D TERM LOANS" means only those Tranche D
Term Loans made by Lenders to Company pursuant to the Increased Commitments
Agreement.

         "SECOND ADDITIONAL TRANCHE D TERM LOAN COMMITMENT" means the additional
Tranche D Term Loan Commitment of a Lender pursuant to the Increased Commitments
Agreement, and "SECOND ADDITIONAL TRANCHE D TERM LOAN COMMITMENTS" means all
such commitments of Lenders in the aggregate.

         "SECOND AMENDED AND RESTATED CREDIT AGREEMENT" has the meaning assigned
to that term in the Recitals.

         "SECOND AMENDED AND RESTATED CREDIT AGREEMENT CLOSING DATE" means the
date on or before December 31, 1999 on which the Additional Tranche A Term Loans
and the Tranche D Term Loans are made.

         "SECOND MERGER" means the merger of Finance Co. with and into DAH.

         "SECURITIES" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and any successor statute.

         "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Merger Date by Company and each then existing Subsidiary
Guarantor on the Merger Date or executed and delivered by any additional
Subsidiary Guarantor from time to time thereafter in accordance with subsection
6.7, substantially in the form of EXHIBIT XVI annexed hereto, as such Security
Agreement may thereafter be amended, supplemented or otherwise modified from
time to time.

         "SENIOR SUBORDINATED BRIDGE NOTE AGREEMENT" means that certain
Securities Purchase Agreement, if any, pursuant to which the Senior Subordinated
Bridge Notes, if any, are issued, as in effect on the date of execution of this
Agreement and as such agreement may be amended from time to time thereafter to
the extent permitted under subsection 7.15.

         "SENIOR SUBORDINATED BRIDGE NOTES" means the senior subordinated
increasing rate notes, if any, issued by Company on the Closing Date, which
notes (i) are unsecured and subordinated to the Obligations, (ii) mature at
least one year after the Closing Date; and (iii) provide that the maturity
thereof will be automatically extended to the date which is seven and one-half
years after the Closing Date, subject to satisfaction of certain conditions, as
such notes may be amended from time to time thereafter to the extent permitted
under subsection 7.15.

                                      30



         "SENIOR SUBORDINATED NOTE INDENTURE" means the senior subordinated note
indenture, if any, executed by Company and a trustee named thereunder pursuant
to which the Senior Subordinated Notes, if any, are issued, as such indenture
may be amended from time to time to the extent permitted under subsection 7.15.

         "SENIOR SUBORDINATED NOTES" means the senior subordinated notes issued
by Company which notes shall be unsecured and shall not provide for any
scheduled redemptions or prepayments or any sinking fund installment payments or
maturities prior to a date which is seven and one-half years after the Closing
Date, which shall have terms and conditions substantially as set forth in the
Offering Memorandum dated September 25, 1998 or otherwise in form and substance
satisfactory to Agents, as such notes may be amended from time to time to the
extent permitted under subsection 7.15. "Senior Subordinated Notes" shall also
refer to the registered Securities, if any, having the same terms and conditions
as the notes described above which are issued by Company in exchange for such
notes upon exercise of the customary registration rights accompanying such
notes.

         "SOLVENCY CERTIFICATE" means an Officer's Certificate substantially in
the form of EXHIBIT XXII annexed hereto.

         "SOLVENT" means, with respect to any Person, that as of the date of
determination (i) the then fair value of the property of such Person is greater
than the total amount of liabilities (including contingent liabilities) of such
Person and (ii) the then fair saleable value of the property of such Person is
not less than the amount that will be required to pay the probable liabilities
on such Person's then existing debts as they become absolute and matured
considering all financing alternatives and potential asset sales reasonably
available to such Person; (iii) such Person's capital is not unreasonably small
in relation to its business; and (iv) such Person does not intend to incur, or
believe (nor should it reasonably believe) that it will incur, debts beyond its
ability to pay such debts as they become due. For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability.

         "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries, (iv) obligations with respect to
Capital Leases or Operating Leases of Company or any of its Subsidiaries, and
(v) performance, payment, deposit, surety or other obligations of Company or any
of its Subsidiaries.

         "SUBORDINATED INDEBTEDNESS" means the Senior Subordinated Notes and any
other Indebtedness of Company subordinated in right of payment to the
Obligations pursuant to documentation containing maturities, amortization
schedules, covenants, defaults, remedies, subordination provisions and other
material terms in form and substance satisfactory to Agents and Requisite
Lenders.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
constituting members of the

                                      31



governing body of such entity is at the time owned and controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof. For purposes of this Agreement and the
other Loan Documents, any Acquired Controlled Person shall be deemed to be a
"Subsidiary" of Company for purposes of subsections 5.1, 5.5, 5.6, 5.7, 5.9,
5.10, 6.4A and the first sentence of 6.4B, 6.6, 6.9, 7.1, 7.2A, 7.2C, 7.3,
7.4, 7.5, 7.7, 7.10, 7.11, 7.12 and 7.14 and, to the extent (and only to the
extent) that it relates to any of the foregoing subsections, Section 8.

         "SUBSIDIARY GUARANTOR" means (i) at any time prior to the consummation
of the Merger, Acquisition Co. and (ii) any time upon and after the consummation
of the Merger, any Subsidiary of Company that executes and delivers a
counterpart of the Subsidiary Guaranty on the Merger Date or from time to time
thereafter pursuant to subsection 6.7; PROVIDED that prior to the consummation
of the Merger, DAH and the Wholly-Owned Domestic Subsidiaries of DAH shall be
deemed to be Subsidiary Guarantors.

         "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed and
delivered by Acquisition Co. on the Closing Date and by existing Subsidiaries of
Company on the Merger Date and to be executed and delivered by additional
Subsidiaries of Company from time to time thereafter in accordance with
subsection 6.7, substantially in the form of EXHIBIT XVIII annexed hereto, as
such Subsidiary Guaranty may hereafter be amended, supplemented or otherwise
modified from time to time.

         "SUBSIDIARY PLEDGE AGREEMENT" means each Subsidiary Pledge Agreement
executed and delivered by an existing Subsidiary Guarantor on the Merger Date or
executed and delivered by any additional Subsidiary Guarantor from time to time
thereafter in accordance with subsection 6.7, in each case substantially in the
form of EXHIBIT XIX annexed hereto, as such Subsidiary Pledge Agreement may be
amended, supplemented or otherwise modified from time to time, and "SUBSIDIARY
PLEDGE AGREEMENTS" means all such Subsidiary Pledge Agreements, collectively.

         "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to that term
in subsection 9.1B.

         "SWING LINE LENDER" means First Chicago, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as Swing Line Lender
hereunder.

         "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line Lender
to make Swing Line Loans to Company pursuant to subsection 2.1A(iv).

         "SWING LINE LOANS" means the Loans made by Swing Line Lender to Company
pursuant to subsection 2.1A(iv).

         "SWING LINE NOTE" means (i) the promissory note of Company issued
pursuant to subsection 2.1D(iv) on the Closing Date and (ii) any promissory note
issued by Company to any successor Administrative Agent and Swing Line Lender
pursuant to the last sentence of subsection 9.3B, in each case substantially in
the form of EXHIBIT VII annexed hereto, as it may be amended, supplemented or
otherwise modified from time to time.

         "SYNDICATION AGENT" has the meaning assigned to that term in the
introduction to this Agreement.

                                      32


         "TAX" or "TAXES" means any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever
called, imposed by any taxing authority, from or through which payments
originate or are made or deemed made by or to the Company, but excluding any
income, excise, stamp or franchise taxes and other similar taxes, fees,
duties, withholdings or other charges imposed on any Lender or any Agent as a
result of a present or former connection between the applicable lending
office (or, in the case of any Agent, the office through which it performs
any of its actions as Agent) of such Lender or Agent, and the jurisdiction of
the governmental authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from such Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or taken any action to enforce,
this Agreement or the other Loan Documents).

         "TENDER OFFER" means the offer by Acquisition Co. to purchase for
$23.00 per share in cash all of the outstanding shares of DAH Common Stock
pursuant to the Tender Offer Materials.

         "TENDER OFFER MATERIALS" means the Tender Offer Statement on
Schedule 14D-1 filed by Acquisition Co. on July 22, 1998 with the Securities
and Exchange Commission pursuant to Section 14(d)(1) of the Exchange Act,
together with all exhibits, supplements and amendments thereto entered into
on or prior to the date hereof and any amendments entered into after the date
hereof that relate only to any extension of time during which the offer to
purchase set forth therein remains outstanding and other amendments that are
approved by Requisite Lenders.

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

         "THIRD AMENDED AND RESTATED CREDIT AGREEMENT CLOSING DATE" means the
date on or before May 11, 2000 on which the Second Additional Tranche A Term
Loans and the Additional Tranche D Term Loans are made and the Tranche C Term
Loans are converted into Second Additional Tranche B Term Loans.

         "TITLE COMPANY" means one or more title insurance companies selected by
Company and reasonably satisfactory to Agents.

         "TOTAL UTILIZATION OF WORKING CAPITAL LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Working Capital Loans PLUS (ii) the aggregate principal amount of
all outstanding Swing Line Loans PLUS (iii) the Letter of Credit Usage.

         "TRADE LETTERS OF CREDIT" means Letters of Credit issued for the
purpose of providing the principal payment mechanism for the purchase of goods
through the presentation of documents to the Issuing Lender.

         "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a Lender to
make Tranche A Term Loans to Company pursuant to subsection 2.1A(i), and
"TRANCHE A TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

         "TRANCHE A TERM LOAN EXPOSURE" means, with respect to any Tranche A
Term Loan Lender as of any date of determination the sum, without duplication,
of (i) that Lender's unused Tranche A Term Loan Commitment and (ii) the
outstanding principal amount of the Tranche A Term Loans of that Lender.

                                      33



         "TRANCHE A TERM LOAN LENDER" means any Lender who holds a Tranche A
Term Loan Commitment, or who has made a Tranche A Term Loan hereunder and any
assignee of such Lender pursuant to subsection 10.1B.

         "TRANCHE A TERM LOANS" means the Tranche A Term Loans, including both
the Original Tranche A Term Loans and the Additional Tranche A Term Loans, made
by Tranche A Term Loan Lenders to Company pursuant to subsection 2.1A(i).

         "TRANCHE A TERM NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1D(i) on the Closing Date, (ii) the Additional Tranche
A Term Notes and (iii) any promissory notes issued by Company pursuant to the
last sentence of subsection 10.1B(i) in connection with assignments of the
Tranche A Term Loan Commitments or Tranche A Term Loans of any Tranche A Term
Loan Lenders, in each case substantially in the form of EXHIBIT IV annexed
hereto, as they may be amended, supplemented or otherwise modified from time to
time.

         "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche B Term Loan to Company pursuant to subsection 2.1A(ii), and
"TRANCHE B TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

         "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any Tranche B
Term Loan Lender as of any date of determination (i) prior to the funding of the
Tranche B Term Loans, that Lender's Tranche B Term Loan Commitment and (ii)
after the funding of the Tranche B Term Loans, the outstanding principal amount
of the Tranche B Term Loan of that Lender.

         "TRANCHE B TERM LOAN LENDER" means any Lender who holds a Tranche B
Term Loan Commitment or who has made a Tranche B Term Loan hereunder, and any
assignee of such Lender pursuant to subsection 10.1B.

         "TRANCHE B TERM LOANS" means the Tranche B Term Loans, including both
the Original Tranche B Term Loans and the First Additional Tranche B Term Loans,
made by Tranche B Term Loan Lenders to Company pursuant to subsection 2.1A(ii).

         "TRANCHE B TERM NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1D(ii) on the Closing Date, (ii) the First Additional
Tranche B Term Notes and (iii) any promissory notes issued by Company pursuant
to the last sentence of subsection 10.1B(i) in connection with assignments of
the Tranche B Term Loan Commitments or Tranche B Term Loans of any Tranche B
Term Loan Lenders, in each case substantially in the form of EXHIBIT V annexed
hereto, as they may be amended, supplemented or otherwise modified from time to
time.

         "TRANCHE C TERM LOANS" means the Tranche C Term Loans made by Lenders
to Company on the Amended and Restated Credit Agreement Closing Date and
converted to Second Additional Tranche B Term Loans on the Third Amended and
Restated Credit Agreement Closing Date.

         "TRANCHE C TERM NOTES" means the promissory notes of Company evidencing
the Tranche C Term Loans, which will be cancelled upon conversion of the Tranche
C Term Loans into Second Additional Tranche B Term Loans on the Third Amended
and Restated Credit Agreement Closing Date.

                                      34




         "TRANCHE D TERM LOANS" means the Tranche D Term Loans made by a Tranche
D Term Loan Lender to Company pursuant to subsection 2.1A(vi) and the Second
Additional Tranche D Term Loans.

         "TRANCHE D TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche D Term Loan to Company pursuant to subsection 2.1A(vi) and the
Second Additional Tranche D Term Loan Commitment of a Lender, and "TRANCHE D
TERM LOAN COMMITMENTS" means all such commitments of Lenders in the aggregate.

         "TRANCHE D TERM LOAN EXPOSURE" means, with respect to any Tranche D
Term Loan Lender as of any date of determination, the sum, without duplication,
of (i) that Lender's unused Tranche D Term Loan Commitment and (ii) the
outstanding principal amount of the Tranche D Term Loans of that Lender.

         "TRANCHE D TERM LOAN LENDER" means any Lender who holds a Tranche D
Term Loan Commitment or who has made a Tranche D Term Loan hereunder, and any
assignee of such Lender pursuant to subsection 10.1B.

         "TRANCHE D TERM NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1D on the Second Amended and Restated Credit Agreement
Closing Date and (ii) any promissory notes issued by Company pursuant to the
last sentence of subsection 10.1B(i) in connection with assignments of the
Tranche D Term Loan Commitments or Tranche D Term Loans of any Tranche D Term
Loan Lenders, in each case substantially in the form of EXHIBIT XXXII annexed
hereto, as they may be amended, supplemented or otherwise modified from time to
time.

         "TRANSACTION" means the Tender Offer, the Merger, the Second Merger and
the financings thereof pursuant to this Agreement, the Senior Subordinated
Bridge Notes, if any, the Senior Subordinated Notes, if any, and the PIK
Preferred Stock.

         "TRANSACTION COSTS" means the fees, costs and expenses payable by any
Loan Party in connection with the Tender Offer, the Mergers and the related
financing and other transactions contemplated hereby.

         "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

         "WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of Company all of the
equity interests (except directors' qualifying shares) and voting interests of
which are owned by Company and/or one or more of Company's other Wholly-Owned
Subsidiaries.

         "WORKING CAPITAL LENDER" means a Lender having a Working Capital
Loan Commitment.

         "WORKING CAPITAL LOAN COMMITMENT" means the commitment of a Working
Capital Lender to make Working Capital Loans to Company pursuant to subsection
2.1A(iii), and "WORKING CAPITAL LOAN COMMITMENTS" means such commitments of all
Working Capital Lenders in the aggregate.

         "WORKING CAPITAL LOAN COMMITMENT TERMINATION DATE" means September
30, 2004.

                                      35




         "WORKING CAPITAL LOAN EXPOSURE" means, with respect to any Working
Capital Lender as of any date of determination (i) prior to the termination of
the Working Capital Loan Commitments, that Working Capital Lender's Working
Capital Loan Commitment and (ii) after the termination of the Working Capital
Loan Commitments, the sum of (a) the aggregate outstanding principal amount of
the Working Capital Loans of that Working Capital Lender PLUS (b) in the event
that Working Capital Lender is an Issuing Lender, the aggregate Letter of Credit
Usage in respect of all Letters of Credit issued by that Working Capital Lender
(in each case net of any participations purchased by other Working Capital
Lenders in such Letters of Credit or any unreimbursed drawings thereunder) PLUS
(c) the aggregate amount of all participations purchased by that Working Capital
Lender in any outstanding Letters of Credit or any unreimbursed drawings under
any Letters of Credit PLUS (d) in the case of Swing Line Lender, the aggregate
outstanding principal amount of all Swing Line Loans (net of any participations
therein purchased by other Working Capital Lenders) PLUS (e) the aggregate
amount of all participations purchased by that Working Capital Lender in any
outstanding Swing Line Loans.

         "WORKING CAPITAL LOANS" means the Loans made by Working Capital Lenders
to Company pursuant to subsection 2.1A(iii).

         "WORKING CAPITAL NOTES" means (i) the promissory notes of Company
issued pursuant to subsection 2.1D(iii) on the Closing Date and (ii) any
promissory notes issued by Company pursuant to the last sentence of subsection
10.1B(i) in connection with assignments of the Working Capital Loan Commitments
and Working Capital Loans of any Working Capital Lenders, in each case
substantially in the form of EXHIBIT VI annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT.

         (a) Unless otherwise specified, all accounting terms used herein or in
any other Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder shall be made, and all financial statements
required to be delivered hereunder or thereunder (including under subsection
7.6) shall be prepared, in accordance with GAAP, as in effect in the United
States on December 31, 1997 and, unless expressly provided herein, shall be
computed or determined on a consolidated basis and without duplication.

         (b) For purposes of computing the Consolidated Fixed Charge Coverage
Ratio, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net
Senior Debt Ratio (and any financial calculations required to be made or
included within such ratios) as of the end of any Fiscal Quarter and for
purposes of computing Consolidated EBITDA in connection with subsection 7.6C
(but not for purposes of computing Consolidated Excess Cash Flow for any
period), as at the end of any Fiscal Quarter, all components of such ratios
(other than Consolidated Capital Expenditures) or Consolidated EBITDA for the
period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall
include or exclude, as the case may be, without duplication, such components of
such ratios or Consolidated EBITDA attributable to any business or assets that
have been acquired or disposed of by the Company or any of its Subsidiaries
(including through mergers or consolidations) after the first day of such period
of four Fiscal Quarters and prior to the end of such period, as determined in
good faith by the Company on a pro forma basis for such period of four Fiscal
Quarters as if such acquisition or disposition had occurred on such first day of
such period (including, whether or not such inclusion would be permitted under
GAAP or Regulation S-X of the Securities and Exchange

                                      36




Commission, cost savings that would have been realized had such acquisition
occurred on such day.

         (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge
Coverage Ratio and Consolidated Interest Coverage Ratio (and related
definitions) for any period ending prior to or including the Merger Date shall
be made on a pro-forma basis assuming the Tender Offer and the Merger were
consummated on the first day of such period and all calculations of Consolidated
Interest Expense and interest expense included in the calculation of
Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage
Ratio shall be calculated on a pro forma basis as if the Merger were consummated
on the Closing Date and Annualized as set forth in the definitions of
Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage
Ratio. All calculations of Consolidated Total Debt on any date prior to the
Merger Date shall be made on a pro forma basis assuming the Merger was
consummated on such date.

1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

         A.       Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

         B.       References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

         C.       The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall
not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar
items or matters, whether or not nonlimiting language (such as "without
limitation" or "but not limited to" or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general
statement, term or matter.

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1      COMMITMENTS; MAKING OF LOANS; NOTES.

         A.       COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Tranche A Term Loan Lender hereby severally agrees to
make the Tranche A Term Loans described in subsection 2.1A(i), each Tranche B
Term Loan Lender hereby severally agrees to make the Tranche B Term Loans
described in subsection 2.1A(ii), each Working Capital Lender hereby
severally agrees to make the Working Capital Loans described in subsection
2.1A(iii), Swing Line Lender hereby agrees to make the Swing Line Loans
described in subsection 2.1A(iv), each Acquisition Lender hereby severally
agrees to make the Acquisition Loans described in subsection 2.1A(v), and
each Tranche D Term Loan Lender hereby severally agrees to make the Tranche D
Term Loans described in subsection 2.1A(vi).

                  (i)      TRANCHE A TERM LOANS. Each Tranche A Term Loan
         Lender having an Original Tranche A Term Loan Commitment severally
         agrees to lend to Company on the Closing Date and on the Merger Date
         an aggregate amount not exceeding its pro rata share of the
         aggregate amount of the Original Tranche A Term Loan Commitments,
         which pro rata share is set forth opposite its name on SCHEDULE 2.1
         attached hereto, each Tranche A Term

                                       37


         Loan Lender having an Additional Tranche A Term Loan Commitment
         severally agrees to lend to Company on the Second Amended and
         Restated Credit Agreement Closing Date an amount not exceeding its
         pro rata share of the aggregate amount of the Additional Tranche A
         Term Loan Commitments, which pro rata share is set forth opposite
         its name on SCHEDULE 2.1 attached hereto, and each Tranche A Term
         Loan Lender having a Second Additional Tranche A Term Loan
         Commitment severally agrees to lend to Company on the Third Amended
         and Restated Credit Agreement Closing Date an amount not exceeding
         its pro rata share of the aggregate amount of the Second Additional
         Tranche A Term Loan Commitments, which pro rata share is set forth
         opposite its name on SCHEDULE 2.1 attached hereto, in each case to
         be used for the purposes identified in subsection 2.5A; PROVIDED
         that prior to, or simultaneously with the funding of the initial
         Original Tranche A Term Loans, the Original Tranche B Term Loans
         shall have been funded in full. The amounts of each Tranche A Term
         Loan Lender's Original Tranche A Term Loan Commitment, each Tranche
         A Term Loan Lender's Additional Tranche A Term Loan Commitment and
         each Tranche A Term Loan Lender's Second Additional Tranche A Term
         Loan Commitment are set forth opposite such Tranche A Term Loan
         Lender's name on SCHEDULE 2.1 annexed hereto are set forth opposite
         such Tranche A Term Loan Lender's name on SCHEDULE 2.1 annexed
         hereto. The aggregate amount of the Original Tranche A Term Loan
         Commitments is $35,000,000, the aggregate amount of the Additional
         Tranche A Term Loan Commitments is $5,000,000, the aggregate amount
         of the Second Additional Tranche A Term Loan Commitment is
         $2,500,000 and the aggregate amount of the Tranche A Term Loan
         Commitments is $42,500,000; PROVIDED that the Tranche A Term Loan
         Commitments of the Tranche A Term Loan Lenders shall be adjusted to
         give effect to any assignments of the Tranche A Term Loan
         Commitments pursuant to subsection 10.1B. Each Tranche A Term Loan
         Lender's Original Tranche A Term Loan Commitment (i) shall expire
         immediately and without further action on October 31, 1998, if the
         initial Original Tranche A Term Loans are not made on or before that
         date, (ii) shall be reduced by an amount equal to the principal
         amount of the Original Tranche A Term Loan, if any, made by such
         Tranche A Term Loan Lender on the Closing Date, immediately after
         giving effect thereto on the Closing Date, and (iii) to the extent
         unused, shall expire on the close of business on the Merger Date.
         Each Tranche A Term Loan Lender's Additional Tranche A Term Loan
         Commitment shall expire immediately and without further action on
         the earlier of (i) December 31, 1999, if the Additional Tranche A
         Term Loans are not made on or before that date and (ii) at the close
         of business on the Second Amended and Restated Credit Agreement
         Closing Date. Each Tranche A Term Loan Lender's Second Additional
         Tranche A Term Loan Commitment shall expire immediately and without
         further action on the earlier of (i) June 30, 2000, if the
         Additional Tranche A Term Loans are not made on or before that date
         and (ii) at the close of business on the Third Amended and Restated
         Credit Agreement Closing Date. Company may make a borrowing under
         the Original Tranche A Term Loan Commitments on the Closing Date and
         on the Merger Date, and Company may make only one borrowing under
         the Additional Tranche A Term Loan Commitments and the Second
         Additional Tranche A Term Loan Commitments. Amounts borrowed under
         this subsection 2.1A(i) and subsequently repaid or prepaid may not
         be reborrowed.

                  (ii)     TRANCHE B TERM LOANS. Each Tranche B Term Loan
         Lender having an Original Tranche B Term Loan Commitment severally
         agrees to lend to Company on the Closing Date an amount not
         exceeding its pro rata share of the aggregate amount of the Original
         Tranche B Term Loan Commitments, which pro rata share is set forth
         opposite its name on SCHEDULE 2.1 attached hereto, each Tranche B
         Term Loan Lender having a First

                                       38


         Additional Tranche B Term Loan Commitment severally agrees to lend
         to Company on the First Amendment Closing Date an amount not
         exceeding its pro rata share of the aggregate amount of the First
         Additional Tranche B Term Loan Commitments, which pro rata share is
         set forth opposite its name on SCHEDULE 2.1 attached hereto, and
         each Tranche B Term Loan Lender having a Second Additional Tranche B
         Term Loan Commitment severally agrees to lend to Company on the
         Amended and Restated Credit Agreement Closing Date an amount not
         exceeding its pro rata share of the aggregate amount of the Second
         Additional Tranche B Term Loan Commitments, in each case to be used
         for the purposes identified in subsection 2.5A. The amounts of each
         Tranche B Term Loan Lender's Original Tranche B Term Loan
         Commitment, each Tranche B Term Loan Lender's First Additional
         Tranche B Term Loan Commitment and each Tranche B Term Loan Lender's
         Second Additional Tranche B Term Loan Commitment are set forth
         opposite such Tranche B Term Loan Lender's name on SCHEDULE 2.1
         annexed hereto. The aggregate amount of the Original Tranche B Term
         Loan Commitments is $45,000,000, the aggregate amount of the First
         Additional Tranche B Term Loan Commitments is $20,000,000, the
         aggregate amount of the Second Additional Tranche B Term Loan
         Commitments is $70,000,000 and the aggregate amount of the Tranche B
         Term Loan Commitments is $135,000,000; PROVIDED that the Tranche B
         Term Loan Commitments of Tranche B Term Loan Lenders shall be
         adjusted to give effect to any assignments of the Tranche B Term
         Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term
         Loan Lender's Original Tranche B Term Loan Commitment shall expire
         immediately and without further action on the earlier of (i) October
         31, 1998, if the Original Tranche B Term Loans are not made on or
         before that date and (ii) at the close of business on the Closing
         Date. Each Tranche B Term Loan Lender's Second Additional Tranche B
         Term Loan Commitment shall expire immediately and without further
         action on the earlier of (i) May 6, 1999, if the Second Additional
         Tranche B Term Loans are not made on or before that date and (ii) at
         the close of business on the Amended and Restated Credit Agreement
         Closing Date. Company may make only one borrowing under the Original
         Tranche B Term Loan Commitments, only one borrowing under the First
         Additional Tranche B Term Loan Commitments and only one borrowing
         under the Second Additional Tranche B Term Loan Commitments. Amounts
         borrowed under this subsection 2.1A(ii) and subsequently repaid or
         prepaid may not be reborrowed.

                  (iii)    WORKING CAPITAL LOANS. Each Working Capital Lender
         severally agrees, subject to the limitations set forth below with
         respect to the maximum amount of Working Capital Loans permitted to
         be outstanding from time to time, to lend to Company from time to
         time during the period from the Closing Date to but excluding the
         Working Capital Loan Commitment Termination Date an aggregate amount
         not exceeding its Pro Rata Share of the aggregate amount of the
         Working Capital Loan Commitments to be used for the purposes
         identified in subsection 2.5B. The original amount of each Working
         Capital Lender's Working Capital Loan Commitment is set forth
         opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate
         original amount of the Working Capital Loan Commitments is
         $25,000,000; PROVIDED that the Working Capital Loan Commitments of
         the Working Capital Lenders shall be adjusted to give effect to any
         assignments of the Working Capital Loan Commitments pursuant to
         subsection 10.1B; PROVIDED FURTHER the Working Capital Loan
         Commitments may be increased pursuant to subsection 2.1A(vii); and
         PROVIDED STILL FURTHER that the amount of the Working Capital Loan
         Commitments shall be reduced from time to time by the amount of any
         reductions thereto made pursuant to subsection 2.4B(ii). Each
         Working Capital Lender's Working Capital Loan Commitment shall
         expire on the Working Capital Loan Commitment Termination Date and
         all Working Capital Loans and all other

                                       39


         amounts owed hereunder with respect to the Working Capital Loans and
         the Working Capital Loan Commitments shall be paid in full no later
         than that date; provided that each Working Capital Lender's Working
         Capital Loan Commitment shall expire immediately and without further
         action on October 31, 1998, if the Tranche B Term Loans are not made
         on or before that date. Amounts borrowed under this subsection
         2.1A(iii) may be repaid and, at any time to but excluding the
         Working Capital Loan Commitment Termination Date, reborrowed.

                  Anything contained in this Agreement to the contrary
         notwithstanding, in no event shall the Total Utilization of Working
         Capital Loan Commitments at any time exceed the Working Capital Loan
         Commitments then in effect.

                  (iv)     SWING LINE LOANS. Swing Line Lender hereby agrees,
         subject to the limitations set forth below with respect to the
         maximum amount of Swing Line Loans permitted to be outstanding from
         time to time, to make a portion of the Working Capital Loan
         Commitments available to Company from time to time during the period
         from the Closing Date to but excluding the Working Capital Loan
         Commitment Termination Date by making Swing Line Loans to Company in
         an aggregate amount not exceeding the amount of the Swing Line Loan
         Commitment to be used for the purposes identified in subsection
         2.5B, notwithstanding the fact that such Swing Line Loans, when
         aggregated with Swing Line Lender's outstanding Working Capital
         Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit
         Usage then in effect, may exceed Swing Line Lender's Working Capital
         Loan Commitment. The original amount of the Swing Line Loan
         Commitment is $5,000,000; PROVIDED that any reduction of the Working
         Capital Loan Commitments made pursuant to subsection 2.4B(ii) which
         reduces the aggregate Working Capital Loan Commitments to an amount
         less than the then current amount of the Swing Line Loan Commitment
         shall result in an automatic corresponding reduction of the Swing
         Line Loan Commitment to the amount of the Working Capital Loan
         Commitments, as so reduced, without any further action on the part
         of Company, Administrative Agent or Swing Line Lender. The Swing
         Line Loan Commitment shall expire on the Working Capital Loan
         Commitment Termination Date and all Swing Line Loans and all other
         amounts owed hereunder with respect to the Swing Line Loans shall be
         paid in full no later than that date; PROVIDED that the Swing Line
         Loan Commitment shall expire immediately and without further action
         on October 31, 1998, if the Tranche B Term Loans are not made on or
         before that date. Amounts borrowed under this subsection 2.1A(iv)
         may be repaid and, at any time to but excluding the Working Capital
         Loan Commitment Termination Date, reborrowed.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Swing Line Loans and the Swing Line Loan
         Commitment shall be subject to the limitation that in no event shall
         the Total Utilization of Working Capital Loan Commitments at any time
         exceed the Working Capital Loan Commitments then in effect.

                  With respect to any Swing Line Loans which have not been
         voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing
         Line Lender may, at any time in its sole and absolute discretion,
         deliver to Administrative Agent (with a copy to Company), no later than
         9:00 A.M. (Chicago time) on the first Business Day in advance of the
         proposed Funding Date, a notice (which shall be deemed to be a Notice
         of Borrowing given by Company) requesting Working Capital Lenders to
         make Working Capital Loans that are Base Rate Loans on such Funding
         Date in an amount equal to the amount of such Swing Line Loans (the
         "REFUNDED SWING LINE LOANS") outstanding on the date such notice is
         given which

                                       40


         Swing Line Lender requests Working Capital Lenders to prepay.
         Anything contained in this Agreement to the contrary
         notwithstanding, (i) the proceeds of such Working Capital Loans made
         by Working Capital Lenders other than Swing Line Lender shall be
         immediately delivered by Administrative Agent to Swing Line Lender
         (and not to Company) and applied to repay a corresponding portion of
         the Refunded Swing Line Loans and (ii) on the day such Working
         Capital Loans are made, Swing Line Lender's Pro Rata Share of the
         Refunded Swing Line Loans shall be deemed to be paid with the
         proceeds of a Working Capital Loan made by Swing Line Lender, and
         such portion of the Swing Line Loans deemed to be so paid shall no
         longer be outstanding as Swing Line Loans and shall no longer be due
         under the Swing Line Note of Swing Line Lender but shall instead
         constitute part of Swing Line Lender's outstanding Working Capital
         Loans and shall be due under the Working Capital Note of Swing Line
         Lender and the participations of each Working Capital Lender in such
         Refunded Swing Line Loan shall be extinguished without further
         action. Company hereby authorizes Administrative Agent and Swing
         Line Lender to charge Company's accounts with Administrative Agent
         and Swing Line Lender (up to the amount available in each such
         account) in order to immediately pay Swing Line Lender the amount of
         the Refunded Swing Line Loans to the extent the proceeds of such
         Working Capital Loans made by Working Capital Lenders, including the
         Working Capital Loan deemed to be made by Swing Line Lender, are not
         sufficient to repay in full the Refunded Swing Line Loans. If any
         portion of any such amount paid (or deemed to be paid) to Swing Line
         Lender should be recovered by or on behalf of Company from Swing
         Line Lender in bankruptcy, by assignment for the benefit of
         creditors or otherwise, the loss of the amount so recovered shall be
         ratably shared among all Working Capital Lenders in the manner
         contemplated by subsection 10.5.

                  Immediately upon funding of any Swing Line Loan, each Working
         Capital Lender shall be deemed to, and hereby agrees to, have purchased
         a participation in such outstanding Swing Line Loans in an amount equal
         to its Pro Rata Share of the principal amount of such Swing Line Loans.
         Upon one Business Day's notice from Swing Line Lender, each Working
         Capital Lender shall deliver to Swing Line Lender an amount equal to
         its respective participation in any outstanding Swing Line Loans in
         same day funds at the Funding and Payment Office. Each such amount so
         delivered by any Working Capital Lender shall be deemed to be a Base
         Rate Working Capital Loan of such Working Capital Lender, and the Swing
         Line Lender's participation, in its capacity as a Working Capital
         Lender, in any outstanding Swing Line Loans shall be deemed to be
         converted to a Working Capital Loan of the Swing Line Lender made in
         its capacity as a Working Capital Lender. In the event any Working
         Capital Lender fails to make available to Swing Line Lender the amount
         of such Working Capital Lender's participation as provided in this
         paragraph, Swing Line Lender shall be entitled to recover such amount
         on demand from such Working Capital Lender together with interest
         thereon at the rate customarily used by Swing Line Lender for the
         correction of errors among banks for three Business Days and thereafter
         at the Base Rate. In the event Swing Line Lender receives a payment of
         any amount in which other Working Capital Lenders have purchased
         participations as provided in this paragraph, Swing Line Lender shall
         promptly distribute to each such other Working Capital Lender its Pro
         Rata Share of such payment.

                  Anything contained herein to the contrary notwithstanding,
         each Working Capital Lender's obligation to make Working Capital Loans
         for the purpose of repaying any Refunded Swing Line Loans pursuant to

                                       41


         the second preceding paragraph and each Working Capital Lender's
         obligation to purchase a participation in Swing Line Loans pursuant to
         the immediately preceding paragraph shall be absolute and unconditional
         and shall not be affected by any circumstance, including (a) any
         set-off, counterclaim, recoupment, defense or other right which such
         Working Capital Lender may have against Swing Line Lender, Company or
         any other Person for any reason whatsoever; (b) the occurrence or
         continuation of an Event of Default or a Potential Event of Default
         (subject to the proviso set forth below); (c) any adverse change in the
         business, operations, properties, assets, condition (financial or
         otherwise) or prospects of Company or any of its Subsidiaries; (d) any
         breach of this Agreement or any other Loan Document by any party
         thereto; or (e) any other circumstance, happening or event whatsoever,
         whether or not similar to any of the foregoing; PROVIDED that such
         obligations of each Working Capital Lender are subject to satisfaction
         of one of the following conditions (X) Swing Line Lender believed in
         good faith that all conditions under Section 4 to the making of the
         applicable Refunded Swing Line Loans were satisfied at the time such
         Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y)
         the satisfaction of any such condition not satisfied had been waived in
         accordance with subsection 10.6.

                  (v)      ACQUISITION LOANS. Each Acquisition Lender
         severally agrees, subject to the limitations set forth below with
         respect to the maximum amount of Acquisition Loans permitted to be
         outstanding from time to time, to lend to Company from time to time
         during the period from the Merger Date to but excluding the
         Acquisition Loan Commitment Termination Date an aggregate amount not
         exceeding its Pro Rata Share of the aggregate amount of the
         Acquisition Loan Commitments to be used for the purposes identified
         in subsection 2.5C. The original amount of each Acquisition Lender's
         Acquisition Loan Commitment is set forth opposite its name on
         SCHEDULE 2.1 annexed hereto and the aggregate original amount of the
         Acquisition Loan Commitments is $25,000,000; PROVIDED that the
         Acquisition Loan Commitments of the Acquisition Lenders shall be
         adjusted to give effect to any assignments of the Acquisition Loan
         Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that (i)
         the amount of the Acquisition Loan Commitments shall be reduced from
         time to time by the amount of any reductions thereto made pursuant
         to subsections 2.4B(ii) and 2.4B(iii), and (ii) the amount of the
         Acquisition Loan Commitments may be increased pursuant to subsection
         2.1A(vii). Each Acquisition Lender's Acquisition Loan Commitment
         shall expire on the Acquisition Loan Commitment Termination Date and
         all Acquisition Loans and all other amounts owed hereunder with
         respect to the Acquisition Loans and the Acquisition Loan
         Commitments shall be paid in full no later than that date; PROVIDED
         that each Acquisition Lender's Acquisition Loan Commitment shall
         expire immediately and without further action on October 31, 1998,
         if the Tranche B Term Loans are not made on or before that date.
         Amounts borrowed under this subsection 2.1A(v) may be repaid and
         reborrowed to but excluding the Acquisition Loan Commitment
         Termination Date.

                  (vi)     TRANCHE D TERM LOANS. Each Tranche D Term Loan
         Lender having an Original Tranche D Term Loan Commitment severally
         agrees to lend to Company on the Second Amended and Restated Credit
         Agreement Closing Date an amount not exceeding its pro rata share of
         the aggregate amount of the Original Tranche D Term Loan Commitments,
         which pro rata share is set forth opposite its name on SCHEDULE 2.1
         attached hereto, and each Tranche D Term Loan Lender having an
         Additional Tranche D Term Loan Commitment severally agrees to
         lend to Company on the Third Amended and Restated Credit Agreement
         Closing Date an amount not exceeding its pro rata share of the
         aggregate amount of the Additional Tranche D Term Loan Commitments,
         which pro rata share is set forth opposite its

                                       42


         name on SCHEDULE 2.1 attached hereto, in each case to be used for the
         purposes identified in subsection 2.5A. The amounts of each Tranche
         D Term Loan Lender's Original Tranche D Term Loan Commitment and
         each Tranche D Term Loan Lender's Additional Tranche D Term Loan
         Commitment are set forth opposite such Tranche D Term Loan Lender's
         name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the
         Original Tranche D Term Loan Commitments is $40,000,000, the
         aggregate amount of the Additional Tranche D Term Loan Commitments
         is $52,500,000 and the aggregate amount of the Tranche D Term Loan
         Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan
         Commitments of Tranche D Term Loan Lenders shall be adjusted to give
         effect to any assignments of the Tranche D Term Loan Commitments
         pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's
         Original Tranche D Term Loan Commitment shall expire immediately and
         without further action on the earlier of (i) December 31, 1999, if
         the Original Tranche D Term Loans are not made on or before that
         date and (ii) at the close of business on the Second Amended and
         Restated Credit Agreement Closing Date. Each Tranche D Term Loan
         Lender's Additional Tranche D Term Loan Commitment shall expire
         immediately and without further action on the earlier of (i) June
         30, 2000, if the Additional Tranche D Term Loans are not made on or
         before that date and (ii) at the close of business on the Third
         Amended and Restated Credit Agreement Closing Date. Company may make
         only one borrowing under the Original Tranche D Term Loan
         Commitments and may make only one borrowing under the Additional
         Tranche D Term Loan Commitments. Amounts borrowed under this
         subsection 2.1A(vi) and subsequently repaid or prepaid may not be
         reborrowed.

                  (vii)    ADDITIONAL COMMITMENTS. At any time that no
         Potential Event of Default or Event of Default has occurred and is
         continuing, the Company may, by notice to the Agents, request that,
         on the terms and subject to the conditions contained in this
         Agreement, the Lenders and/or other financial institutions not then
         a party to this Agreement that are satisfactory to the Agents
         provide up to an aggregate amount of $20,000,000 in additional
         Commitments (with respect to one or more tranches). Upon receipt of
         such notice, the Syndication Agent shall use all commercially
         reasonable efforts to arrange for the Lenders or other financial
         institutions to provide such additional Commitments; PROVIDED that
         the Syndication Agent will first offer each of the Lenders its Pro
         Rata Share of any such additional Commitments. Alternatively, any
         Lender may commit to provide the full amount of the requested
         additional Commitments and then offer portions of such additional
         Commitments to the other Lenders or other financial institutions,
         subject to the proviso in the immediately preceding sentence.
         Nothing contained in this paragraph or otherwise in this Agreement
         is intended to commit any Lender or any Agent to provide any portion
         of any such additional Commitments. If and to the extent that any
         Lenders and/or other financial institutions agree, in their sole
         discretion, to provide any such additional Commitments, (i) the
         aggregate amount of the Commitments shall be increased by the amount
         of the additional Commitments agreed to be so provided, (ii) if
         there is an increase in the Working Capital Loan Commitments or
         Acquisition Loan Commitments, the Pro Rata Shares of the respective
         Lenders in respect of the applicable Commitments shall be
         proportionally adjusted, (iii) if necessary, in respect of an
         increase in Working Capital Loan Commitments or Acquisition Loan
         Commitments, at such time and in such manner as Company and the
         Syndication Agent shall agree (it being understood that Company and
         the Agents will use all commercially reasonable efforts to avoid the
         prepayment or assignment of any Eurodollar Rate Loan on a day other
         than the last day of the Interest Period applicable thereto), the
         Lenders who have in their sole discretion agreed to provide such
         additional Commitments shall assign and assume outstanding Loans and
         participations in outstanding Letters of Credit

                                       43


         so as to cause the amount of such Loans and participations in
         Letters of Credit held by each Lender that has the affected
         Commitment to conform to the respective percentages of the
         applicable Commitments of the Lenders and (iv) Company shall execute
         and deliver any additional Notes or other amendments or
         modifications to this Agreement or any other Loan Document as the
         Agents may reasonably request.

         B.       BORROWING MECHANICS. Loans made on any Funding Date (other
than Working Capital Loans deemed made pursuant to a request by Swing Line
Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any
Refunded Swing Line Loans or Working Capital Loans made pursuant to
subsection 3.3B for the purpose of reimbursing any Issuing Lender for the
amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING
LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples
of $100,000 in excess of that amount. Swing Line Loans made on any Funding
Date shall be in an aggregate minimum amount of $250,000 and multiples of
$10,000 in excess of that amount. Whenever Company desires that Lenders make
Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to
Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago
time) at least three Business Days in advance of the proposed Funding Date
(in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be
made on the Closing Date or the Merger Date, if the Merger Date occurs on or
prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago
time) on the proposed Funding Date (in the case of a Base Rate Loan).
Whenever Company desires that Swing Line Lender make a Swing Line Loan, it
shall deliver to Administrative Agent a Notice of Borrowing no later than
12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of
Borrowing shall specify (i) the proposed Funding Date (which shall be a
Business Day), (ii) the amount and type of Loans requested, (iii) in the case
of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the
case of any other Loans, whether such Loans shall be Base Rate Loans or
Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made
as Eurodollar Rate Loans, the initial Interest Period requested therefor.
Term Loans and Working Capital Loans may be continued as or converted into
Base Rate Loans and Eurodollar Rate Loans in the manner provided in
subsection 2.2D. In lieu of delivering the above-described Notice of
Borrowing, Company may give Administrative Agent telephonic notice by the
required time of any proposed borrowing under this subsection 2.1B; PROVIDED
that such notice shall be promptly confirmed in writing by delivery of a
Notice of Borrowing to Administrative Agent on or before the applicable
Funding Date. Any Loans made on the Closing Date and on the Merger Date (if
the Merger Date occurs on or prior to three Business Days after the Closing
Date) may be Eurodollar Loans regardless of whether this Agreement has been
executed at least three Business Days prior to such date and so long as
Company has delivered a Notice of Borrowing with respect thereto on or prior
to three Business Days prior to such date and has also delivered an indemnity
agreement covering broken funding losses in form and substance reasonably
satisfactory to Agents.

                  Neither Administrative Agent nor any Lender shall incur any
liability to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of Company or
for otherwise acting in good faith under this subsection 2.1B, and upon funding
of Loans by Lenders in accordance with this Agreement pursuant to any such
telephonic notice Company shall have borrowed Loans hereunder.

                  Company shall notify Administrative Agent prior to the funding
of any Loans in the event that any of the matters to which Company is required
to certify in the applicable Notice of Borrowing as being true and correct on
any applicable Funding Date is not true and correct as of the

                                       44


applicable Funding Date, and the acceptance by Company of the proceeds of any
Loans shall constitute a certification by Company, as of the applicable
Funding Date, as to the matters to which Company is required to certify in
the applicable Notice of Borrowing as being true and correct on such Funding
Date.

                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in
lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith or to pay the amounts payable pursuant to Section 2.6D as a result of
the failure to make such borrowing.

         C.       DISBURSEMENT OF FUNDS. All Loans (other than Swing Line
Loans) under this Agreement shall be made by Lenders simultaneously and
proportionately to their respective Pro Rata Shares of the Tranche A Term
Loan Commitment, the Tranche B Term Loan Commitment, the Tranche D Term Loan
Commitment, the Working Capital Loan Commitment and the Acquisition Loan
Commitment, as the case may be, it being understood that no Lender shall be
responsible for any default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder nor shall the Commitment of any
Lender to make the particular type of Loan requested be increased or
decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder. Promptly after receipt by
Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or
telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender or Swing Line Lender, as the case may be, of the proposed borrowing.
Each Lender shall make the amount of its Loan available to Administrative
Agent not later than 1:00 P.M. (Chicago time) on the applicable Funding Date,
in each case in same day funds in Dollars, at the Funding and Payment Office.
Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to
Working Capital Loans used to repay Refunded Swing Line Loans or to reimburse
any Issuing Lender for the amount of a drawing under a Letter of Credit
issued by it, upon satisfaction or waiver of the conditions precedent
specified in subsections 4.1 (in the case of Loans made on the Closing Date),
4.2 (in the case of Loans made on the Merger Date), 4.3 (in the case of
Acquisition Loans) and 4.4 (in the case of all Loans (other than Tranche A
Term Loans made on the Merger Date)), Administrative Agent shall make the
proceeds of such Loans available to Company on the applicable Funding Date by
2:00 P.M. (Chicago time), by causing an amount of same day funds in Dollars
equal to the proceeds of all such Loans received by Administrative Agent from
Lenders or Swing Line Lender, as the case may be, to be credited to the
account of Company at the Funding and Payment Office.

                  Unless Administrative Agent shall have been notified by any
Lender prior to the Funding Date for any Loans that such Lender does not intend
to make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the Federal Funds Effective Rate for three Business
Days and thereafter at the interest rate applicable to the relevant Loan. If
such Lender does not pay such corresponding amount forthwith upon Administrative
Agent's demand therefor, Administrative Agent shall promptly notify Company and
Company shall immediately pay such corresponding amount to

                                       45


Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at
the rate payable under this Agreement for Loans of the type made on the
Funding Date on which, and with respect to which, Administrative Agent made
available such amount. Nothing in this subsection 2.1C shall be deemed to
relieve any Lender from its obligation to fulfill its Commitments hereunder
or to prejudice any rights that Company may have against any Lender as a
result of any default by such Lender hereunder.

                  Unless Administrative Agent shall have been notified by
Company prior to the date on which it is scheduled to make payment to
Administrative Agent of a payment of principal, interest or fees to
Administrative Agent for the account of Lenders that Company does not intend to
make available to Administrative Agent such amount on such date, Administrative
Agent may assume that Company has made such amount available to Administrative
Agent on such date and Administrative Agent may, in its sole discretion, but
shall not be obligated to, make available to Lenders a corresponding amount on
such date. If such corresponding amount is not in fact made available to
Administrative Agent by Company, Administrative Agent shall be entitled to
recover such corresponding amount on demand from Company together with interest
thereon, for each day from such scheduled payment until the date such amount is
paid to Administrative Agent, at the interest rate applicable to the relevant
Loan. If Company does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Lenders and Lenders shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from the
scheduled payment date until the date such amount is paid to Administrative
Agent, at the rate payable under this Agreement for Loans of the type made on
such scheduled payment date on which, and with respect to which, Administrative
Agent made available such amount.

         D.       NOTES. Company shall execute and deliver on the Closing
Date (i) to each Tranche A Term Loan Lender (or to Administrative Agent for
that Lender) that has so requested at least one Business Day prior to the
Closing Date a Tranche A Term Note substantially in the form of EXHIBIT IV
annexed hereto to evidence that Lender's Tranche A Term Loan, in the
principal amount of that Lender's Tranche A Term Loan Commitment and with
other appropriate insertions, (ii) to each Tranche B Term Loan Lender (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Closing Date a Tranche B Term Note substantially in
the form of EXHIBIT V annexed hereto to evidence that Lender's Tranche B Term
Loan, in the principal amount of that Lender's Tranche B Term Loan and with
other appropriate insertions, (iii) to each Working Capital Lender (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Closing Date a Working Capital Note substantially
in the form of EXHIBIT VI annexed hereto to evidence that Lender's Working
Capital Loans, in the principal amount of that Lender's Working Capital Loan
Commitment and with other appropriate insertions, (iv) to Swing Line Lender
(or to Administrative Agent for Swing Line Lender) if the Swing Line Lender
has so requested at least one Business Day prior to the Closing Date a Swing
Line Note substantially in the form of EXHIBIT VII annexed hereto to evidence
Swing Line Lender's Swing Line Loans, in the principal amount of the Swing
Line Loan Commitment and with other appropriate insertions, and (v) to each
Acquisition Lender (or to Administrative Agent for that Lender) that has so
requested at least one Business Day prior to the Closing Date an Acquisition
Note substantially in the form of EXHIBIT VIII annexed hereto to evidence
that Lender's Acquisition Loan, in the principal amount of that Lender's
Acquisition Loan Commitment and with other appropriate insertions. Company
shall execute and deliver on the First Amendment Closing Date to each Tranche
B Term Loan Lender with a First Additional Tranche B Term Loan Commitment (or
to Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the First Amendment Closing Date a First

                                       46


Additional Tranche B Term Note substantially in the form of EXHIBIT V annexed
hereto to evidence that Lender's First Additional Tranche B Term Loan, in the
principal amount of that Lender's First Additional Tranche B Term Loan and
with other appropriate insertions. Company shall execute and deliver on the
Second Amended and Restated Credit Agreement Closing Date (i) to each Tranche
A Term Loan Lender with an Additional Tranche A Term Loan Commitment (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Second Amended and Restated Credit Agreement
Closing Date an Additional Tranche A Term Note substantially in the form of
EXHIBIT IV annexed hereto to evidence that Lender's Additional Tranche A Term
Loan, in the principal amount of that Lender's Additional Tranche A Term Loan
and with other appropriate insertions and (ii) to each Tranche D Term Loan
Lender (or to Administrative Agent for that Lender) that has so requested at
least one Business Day prior to the Second Amended and Restated Credit
Agreement Closing Date a Tranche D Term Note substantially in the form of
EXHIBIT XXXII annexed hereto to evidence that Lender's Tranche D Term Loan,
in the principal amount of that Lender's Tranche D Term Loan and with other
appropriate insertions. Company shall execute and deliver on the Third
Amended and Restated Credit Agreement Closing Date (i) to each Tranche A Term
Loan Lender with a Second Additional Tranche A Term Loan Commitment (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Third Amended and Restated Credit Agreement Closing
Date a Tranche A Term Note substantially in the form of EXHIBIT IV annexed
hereto to evidence that Lender's Second Additional Tranche A Term Loan, in
the principal amount of that Lender's Second Additional Tranche A Term Loan
and with other appropriate insertions, (ii) to each Tranche D Term Loan
Lender with an Additional Tranche D Term Loan Commitment (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Third Amended and Restated Credit Agreement Closing
Date an Additional Tranche D Term Note substantially in the form of EXHIBIT
XXXII annexed hereto to evidence that Lender's Additional Tranche D Term
Loan, in the principal amount of that Lender's Additional Tranche D Term Loan
and with other appropriate insertions and (iii) upon receipt of the
applicable originally executed Tranche C Term Note being exchanged for a
Tranche B Term Note, to each Lender with a Tranche C Term Loan (or to
Administrative Agent for that Lender) that has so requested at least one
Business Day prior to the Third Amended and Restated Credit Agreement Closing
Date a Second Additional Tranche B Term Note substantially in the form of
EXHIBIT XXXI annexed hereto to evidence that Lender's Second Additional
Tranche B Term Loan, in the principal amount of that Lender's Second
Additional Tranche B Term Loan and with other appropriate insertions.

         E.       REGISTER. (a) Each Lender may maintain in accordance with
its usual practice an account or accounts evidencing the Indebtedness of
Company to such Lender resulting from each Loan made by such Lender to
Company, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder. In the case of a Lender that does
not request, pursuant to the preceding paragraph, execution and delivery of a
Note or Notes evidencing the Loans made by such Lender to Company, such
account or accounts shall, to the extent not inconsistent with the notations
made by Administrative Agent in the Register (as defined below), be
conclusive and binding on Company absent manifest error; PROVIDED, HOWEVER,
that the failure of any Lender to maintain such account or accounts shall not
limit or otherwise affect any Obligations of Company or any other Loan Party.

                  (b)(i) Company hereby designates Administrative Agent to serve
         as its agent, solely for the purpose of this subsection (b)(i), to
         maintain a register (the "REGISTER") on which Administrative Agent will
         record each Lender's Commitments, the Loans made by each Lender to
         Company, the Interest Period, if any, with respect thereto and each
         repayment in

                                       47


         respect of the principal amount of the Loans of each Lender to
         Company and annexed to which Administrative Agent shall retain a
         copy of each Assignment Agreement delivered to Administrative Agent
         pursuant to Section 10.1. Failure to make any recordation, or any
         error in such recordation, shall not affect Company's obligations in
         respect of such Loans. The entries in the Register shall be
         conclusive, in the absence of manifest error, and Company,
         Administrative Agent and the Lenders shall treat each Person in
         whose name a Loan (and as provided in subsection (b)(ii), the Note
         evidencing such Loan, if any) is registered as the owner thereof for
         all purposes of this Agreement notwithstanding notice or any
         provision herein to the contrary. Any Commitment of any Lender and
         the Loans made pursuant thereto may be assigned or otherwise
         transferred in whole or in part only by registration of such
         assignment or transfer in the Register. Any assignment or transfer
         of any Commitment of any Lender or the Loans made pursuant thereto
         shall be registered in the Register only upon delivery to
         Administrative Agent of an Assignment Agreement duly executed by the
         assignor thereof. No assignment or transfer of any Commitment of any
         Lender or the Loans made pursuant thereto shall be effective, unless
         such assignment or transfer shall have been recorded in the Register
         by Administrative Agent as provided in this Section.

                  (ii) Company agrees that, upon the request by any Lender which
         becomes a party to this Agreement after the date hereof to
         Administrative Agent, Company will execute and deliver to such Lender a
         Note evidencing the Loans made by such Lender to Company. Company
         authorizes each Lender to make (or cause to be made) appropriate
         notations on the grid attached to such Lender's Notes (or on any
         continuation of such grid), which notations, if made, shall evidence,
         INTER ALIA, the date of, the outstanding principal amount of, and the
         interest rate and Interest Period applicable to the Loans evidenced
         thereby. Such notations shall, to the extent not consistent with the
         notations made by Administrative Agent in the Register, be conclusive
         and binding on Company absent manifest error; PROVIDED, HOWEVER, that
         the failure of any Lender to make any such notations or any error in
         any such notations shall not limit or otherwise affect any Obligations
         of Company or any other Loan Party. The Loans evidenced by any such
         Note and interest thereon shall at all times (including after
         assignment pursuant to Section 10.1) be represented by one or more
         Notes payable to the order of the payee named therein and its
         registered assigns. A Note and the obligations evidenced thereby may be
         assigned or otherwise transferred in whole or in part only by
         registration of such assignment or transfer of such Note and the
         obligation evidenced thereby in the Register (and each Note shall
         expressly so provide). Any assignment or transfer of all or part of an
         obligation evidenced by a Note shall be registered in the Register only
         upon surrender for registration of assignment or transfer of the Note
         evidencing such obligation, accompanied by an Assignment Agreement duly
         executed by the assignor thereof, and thereupon, if requested by the
         assignee, one or more new Notes shall be issued by Company to the
         designated assignee marked "exchanged". No assignment of a Note and the
         obligation evidenced thereby shall be effective unless it shall have
         been recorded in the Register by Administrative Agent as provided in
         this Section.

2.2      INTEREST ON THE LOANS.

         A.       RATE OF INTEREST. Subject to the provisions of subsection
2.6, each Loan shall bear interest on the unpaid principal amount thereof
from the date made through maturity (whether by acceleration or otherwise) at
a rate determined by reference to the Base Rate or the Adjusted Eurodollar
Rate. Each Swing Line Loan shall bear interest on the unpaid principal amount
thereof from the date made through maturity (whether by acceleration or
otherwise) at a rate determined by

                                       48


reference to the Base Rate. The applicable basis for determining the rate of
interest with respect to any Loan shall be selected by Company initially at
the time a Notice of Borrowing is given with respect to such Loan pursuant to
subsection 2.1B, and the basis for determining the interest rate with respect
to any Loan may be changed from time to time pursuant to subsection 2.2D.

                  (i)      (a) Subject to the provisions of subsection 2.2E,
         the Tranche A Term Loans, the Working Capital Loans and the
         Acquisition Loans shall bear interest through maturity as follows:

                           (1)      if a Base Rate Loan, then at the sum of
                  the Base Rate plus the Base Rate Margin set forth in the
                  table below opposite the Consolidated Leverage Ratio as set
                  forth in the most recent Margin Determination Certificate
                  delivered pursuant to subsection 6.1(iv); or

                           (2)      if a Eurodollar Rate Loan, then at the
                  sum of the Adjusted Eurodollar Rate for the Interest Period
                  applicable to such Loan PLUS the Eurodollar Rate Margin set
                  forth in the table below opposite the Consolidated Leverage
                  Ratio as set forth in the most recent Margin Determination
                  Certificate delivered pursuant to subsection 6.1(iv):



                                                                  APPLICABLE
                                                                EURODOLLAR RATE           APPLICABLE BASE
CONSOLIDATED LEVERAGE RATIO                                         MARGIN                  RATE MARGIN
- ---------------------------                                     ---------------           ---------------
                                                                                    
Greater than or equal to                                             3.25%                      2.00%
5.00:1.00

Greater than or equal to                                              3.00%                     1.75%
4.50:1.00 but less than
5.00:1.00

Greater than or equal to                                              2.75%                     1.50%
4.00:1.00 but less than
4.50:1.00

Greater than or equal to                                              2.25%                     1.00%
3.50:1.00 but less than
4.00:1.00

Greater than or equal to                                              2.00%                     0.75%
3.00:1.00 but less than
3.50:1.00

Less than 3.00:1.00                                                   1.50%                     0.25%



PROVIDED that until the First Amendment Closing Date, the applicable margin for
Tranche A Term Loans, Working Capital Loans and Acquisition Loans that are
Eurodollar Rate Loans shall be 2.25% per annum and for Tranche A Term Loans,
Working Capital Loans, Swing Line Loans and Acquisition

                                       49


Loans that are Base Rate Loans shall be 1.00% per annum; PROVIDED FURTHER
that from the First Amendment Closing Date until the delivery of the first
Margin Determination Certificate pursuant to subsection 6.1(iv) after the
six-month anniversary of the First Amendment Closing Date, the applicable
margin for Tranche A Term Loans, Working Capital Loans and Acquisition Loans
that are Eurodollar Rate Loans shall be 2.75% per annum and for Tranche A
Term Loans, Working Capital Loans, Swing Line Loans and Acquisition Loans
that are Base Rate Loans shall be 1.50% per annum; PROVIDED FURTHER that from
the Third Amended and Restated Credit Agreement Closing Date until delivery
of the first Margin Determination Certificate pursuant to subsection 6.1(iv)
after the six-month anniversary of the Third Amended and Restated Credit
Agreement Date, the applicable margin for Tranche A Term Loans, Working
Capital Loans and Acquisition Loans that are Eurodollar Rate Loans shall be
the greater of (A) 3.00% per annum or (B) the Applicable Eurodollar Rate
Margin as shown in the preceding table, and the applicable margin for Tranche
A Term Loans, Working Capital Loans, Swing Line Loans and Acquisition Loans
that are Base Rate Loans shall be the greater of (A) 1.75% per annum or (B)
the Applicable Base Rate Margin as shown in the preceding table.

         Changes in the applicable margin for Tranche A Term Loans, Working
Capital Loans and Acquisition Loans resulting from a change in the Consolidated
Leverage Ratio shall become effective as provided in subsection 2.3C.

         If at any time a Margin Determination Certificate is not delivered at
the time required pursuant to subsection 6.1(iv), from the time such Margin
Determination Certificate was required to be delivered until delivery of such
Margin Determination Certificate, such applicable margins shall be the maximum
percentage amount for the relevant Loan set forth above.

                  (b)      Subject to the provisions of subsection 2.2E, the
         Tranche B Term Loans shall bear interest through maturity as follows:

                           (1)      if a Base Rate Loan, then (A) from the
                  Closing Date until the First Amendment Closing Date, at the
                  sum of the Base Rate PLUS 1.25% per annum, (B) from the
                  First Amendment Closing Date until the Third Amended and
                  Restated Credit Agreement Closing Date, at the sum of the
                  Base Rate PLUS 1.75% per annum and (C) from the Third
                  Amended and Restated Credit Agreement Closing Date until
                  maturity, at the sum of the Base Rate PLUS 2.25% per annum;
                  or

                           (2)      if a Eurodollar Rate Loan, then (A) from
                  the Closing Date until the First Amendment Closing Date, at
                  the sum of the Adjusted Eurodollar Rate for the Interest
                  Period applicable to such Loan PLUS 2.50% per annum, (B)
                  from the First Amendment Closing Date until the Third
                  Amended and Restated Credit Agreement Closing Date, at the
                  sum of the Adjusted Eurodollar Rate for the Interest Period
                  applicable to such Loan PLUS 3.00% per annum, and (C) from
                  the Third Amended and Restated Credit Agreement Closing
                  Date until maturity, at the sum of the Adjusted Eurodollar
                  Rate for the Interest Period applicable to such Loan PLUS
                  3.50% per annum;

                                       50




                  (c) Subject to the provisions of subsection 2.2E, the Tranche
         D Term Loans shall bear interest through maturity as follows:

                           (1) if a Base Rate Loan, then (A) from the Second
                  Amended and Restated Credit Agreement Closing Date until the
                  Third Amended and Restated Credit Agreement Closing Date, at
                  the sum of the Base Rate PLUS 2.50% per annum and (B) from the
                  Third Amended and Restated Credit Agreement Closing Date until
                  maturity, at the sum of the Base Rate PLUS 2.75% per annum; or

                           (2) if a Eurodollar Rate Loan, then (A) from the
                  Second Amended and Restated Credit Agreement Closing Date
                  until the Third Amended and Restated Credit Agreement Closing
                  Date, at the sum of the Adjusted Eurodollar Rate for the
                  Interest Period applicable to such Loan PLUS 3.75% per annum
                  and (B) from the Third Amended and Restated Credit Agreement
                  Closing Date until maturity, at the sum of the Adjusted
                  Eurodollar Rate for the Interest Period applicable to such
                  Loan PLUS 4.00% per annum;

     PROVIDED that in the event that at any time during the period from the
     Closing Date until the consummation of the Merger, Acquisition Co. shall
     own less than the Minimum Shares, then for each day or part of a day
     that Acquisition Co. owns less than the Minimum Shares, the applicable
     margins shall be increased by an additional 1.00% per annum.

               (ii) Subject to the provisions of subsection 2.2E, the Swing
          Line Loans shall bear interest through maturity at the sum of the
          Base Rate PLUS the Base Rate Margin for Working Capital Loans minus
          the commitment fee percentage then in effect for Working Capital
          Loans as determined pursuant to subsection 2.3A(i).

          B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
     Company may, pursuant to the applicable Notice of Borrowing or Notice of
     Conversion/Continuation, as the case may be, select an interest period
     (each an "INTEREST PERIOD") to be applicable to such Loan, which Interest
     Period shall be, at Company's option, either a one, two, three, six, or, if
     available to each Lender, nine or twelve month period; PROVIDED that:

               (i) the initial Interest Period for any Eurodollar Rate Loan
          shall commence on the Funding Date in respect of such Loan, in the
          case of a Loan initially made as a Eurodollar Rate Loan, or on the
          date specified in the applicable Notice of Conversion/Continuation, in
          the case of a Loan converted to a Eurodollar Rate Loan;

               (ii) in the case of immediately successive Interest Periods
          applicable to a Eurodollar Rate Loan continued as such pursuant to a
          Notice of Conversion/Continuation, each successive Interest Period
          shall commence on the day on which the next preceding Interest Period
          expires;

               (iii) if an Interest Period would otherwise expire on a day that
          is not a Business Day, such Interest Period shall expire on the next
          succeeding Business Day; PROVIDED that, if any Interest Period would
          otherwise expire on a day that is not a Business Day but is a day of
          the month after which no further Business Day occurs in such month,
          such Interest Period shall expire on the next preceding Business Day;


                                       51



               (iv) any Interest Period that begins on the last Business Day of
          a calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall, subject to clause (v) of this subsection 2.2B, end on
          the last Business Day of a calendar month;

               (v) no Interest Period with respect to any portion of the Tranche
          A Term Loans shall extend beyond September 30, 2004, no Interest
          Period with respect to any portion of the Tranche B Term Loans shall
          extend beyond September 30, 2005, no Interest Period with respect to
          any portion of the Tranche D Term Loans shall extend beyond December
          17, 2006, no Interest Period with respect to any portion of the
          Working Capital Loans shall extend beyond the Working Capital Loan
          Commitment Termination Date and no Interest Period with respect to any
          portion of the Acquisition Loans shall extend the Acquisition Loan
          Commitment Termination Date;

               (vi) no Interest Period with respect to any portion of the
          Tranche A Term Loans, the Tranche B Term Loans, or the Tranche D
          Term Loans shall extend beyond a date on which Company is required
          to make a scheduled payment of principal of the Tranche A Term
          Loans, the Tranche B Term Loans or the Tranche D Term Loans, as the
          case may be, unless the sum of (a) the aggregate principal amount
          of Tranche A Term Loans, Tranche B Term Loans or Tranche D Term
          Loans, as the case may be, that are Base Rate Loans PLUS (b) the
          aggregate principal amount of Tranche A Term Loans, Tranche B Term
          Loans or Tranche D Term Loans, as the case may be, that are
          Eurodollar Rate Loans with Interest Periods expiring on or before
          such date equals or exceeds the principal amount required to be
          paid on the Tranche A Term Loans, Tranche B Term Loans or Tranche D
          Term Loans, as the case may be, on such date;

               (vii) there shall be outstanding at any time no more than four
          Interest Periods with respect to the Tranche A Term Loans, four
          Interest Periods with respect to the Tranche B Term Loans, four
          Interest Periods with respect to the Tranche D Term Loans, six
          Interest Periods with respect to the Working Capital Loans and four
          Interest Periods with respect to the Acquisition Loans; and

               (viii) in the event Company fails to specify an Interest Period
          for any Eurodollar Rate Loan in the applicable Notice of Borrowing or
          Notice of Conversion/Continuation, Company shall be deemed to have
          selected an Interest Period of one month

;PROVIDED that with respect to each Term Loan made on the Closing Date, the
Merger Date or the Amended and Restated Credit Agreement Closing Date, the
initial Interest Period will commence on the Business Day on which such Term
Loan is made (or, if such Term Loan is made as a Base Rate Loan, the initial
Interest Period will commence on the date specified in the Notice of Conversion
delivered with respect thereto) and shall end on the last Business Day of the
month following the month in which such Term Loan is made; PROVIDED, FURTHER
that with respect to each Additional Tranche A Term Loan made on the Second
Amended and Restated Credit Agreement Closing Date, if the Administrative Agent
shall agree, the initial Interest Period will commence on the Business Day on
which such Additional Tranche A Term Loan is made and shall end on the last day
of the then existing Interest Period in respect of the then outstanding Original
Tranche A Term Loans; PROVIDED, FURTHER that with respect to each Additional
Tranche D Term Loan made on the Third Amended and Restated Credit Agreement
Closing Date, if the Administrative Agent shall agree, the initial Interest
Period will commence on the Business Day on which such Additional Tranche D



                                       52



Term Loan is made and shall end on the last day of the then existing Interest
Period in respect of the then outstanding Original Tranche D Term Loans.

     C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED that in the event any Swing Line Loans or any Working
Capital Loans or any Acquisition Loans that are Base Rate Loans are prepaid
pursuant to subsection 2.4B(i), interest accrued on such Swing Line Loans or
Working Capital Loans or Acquisition Loans through the date of such prepayment
shall be payable on the next succeeding Interest Payment Date applicable to Base
Rate Loans (or, if earlier, at final maturity).

     D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection 2.6,
Company shall have the option (i) to convert at any time all or any part of its
outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of
that amount from Loans bearing interest at the Base Rate to Loans bearing
interest at the Eurodollar Rate or all or any part of its outstanding Loans
equal to $1,000,000 and multiples of $100,000 in excess of that amount from
Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the
Base Rate or (ii) upon the expiration of any Interest Period applicable to a
Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar
Rate Loan.

     Company shall deliver a Notice of Conversion/Continuation to Administrative
Agent no later than 10:00 A.M. (Chicago time) on the proposed conversion date
(in the case of a conversion to a Base Rate Loan) and at least three Business
Days in advance of the proposed conversion/continuation date (in the case of a
conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of
Conversion/Continuation shall specify (i) the proposed conversion/continuation
date (which shall be a Business Day), (ii) the amount and type of the Loan to be
converted/continued, (iii) the nature of the proposed conversion/continuation,
(iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan, the requested Interest Period, and (v) in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or
Event of Default has occurred and is continuing as of the date of the proposed
conversion/continuation. In lieu of delivering the above-described Notice of
Conversion/Continuation, Company may give Administrative Agent telephonic notice
by the required time of any proposed conversion/continuation under this
subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in
writing by delivery of a Notice of Conversion/Continuation to Administrative
Agent on or before the proposed conversion/continuation date. Upon receipt of
written or telephonic notice of any proposed conversion/continuation under this
subsection 2.2D, Administrative Agent shall promptly transmit such notice by
telefacsimile or telephone to each Lender.

     Neither Administrative Agent nor any Lender shall incur any liability to
Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Company or for
otherwise acting in good faith under this subsection 2.2D, and upon conversion
or continuation of the applicable basis for determining the interest rate with
respect to any Loans in accordance with this Agreement pursuant to any such
telephonic notice Company shall have effected a conversion or continuation, as
the case may be, hereunder.


                                       53



     Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice
of Conversion/Continuation for conversion to, or continuation of, a Eurodollar
Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and Company shall be bound
to effect a conversion or continuation in accordance therewith or to pay the
amounts payable pursuant to Section 2.6D as a result of the failure to effect
such continuation/conversion.

     E. DEFAULT RATE. Upon the occurrence and during the continuation of any
Event of Default, at the request of Administrative Agent, the outstanding
principal amount of all Loans and, to the extent permitted by applicable law,
any interest payments thereon not paid when due and any fees and other amounts
then due and payable hereunder, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable upon demand at a rate that is 2% per annum
in excess of the interest rate otherwise payable under this Agreement with
respect to the applicable Loans (or, in the case of any such fees and other
amounts, at a rate which is 2% per annum in excess of the interest rate
otherwise payable under this Agreement for Base Rate Loans that are Working
Capital Loans); PROVIDED that, in the case of Eurodollar Rate Loans, upon the
expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such Eurodollar Rate Loans shall thereupon become
Base Rate Loans and shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans. Payment or acceptance of the increased rates
of interest provided for in this subsection 2.2E is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of any Agent or any Lender.

     F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed (i) in
the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan (if payment is received prior to 2:00 P.M. (Chicago time)) or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of
conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may
be, shall be excluded, provided that if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

2.3 FEES.

     A. COMMITMENT FEES.

          (i) WORKING CAPITAL COMMITMENTS. Company agrees to pay to
     Administrative Agent, for distribution to each Working Capital Lender in
     proportion to that Lender's Pro Rata Share of the Working Capital Loan
     Commitments, commitment fees for each day during the period from and
     including the Closing Date to and excluding the Working Capital Loan
     Commitment Termination Date (or, if earlier, the date of termination of the
     Working Capital Loan Commitments in their entirety) on the excess on such
     day of the Working Capital Loan Commitments over the sum of (i) the
     aggregate principal amount of outstanding Working Capital Loans on such day
     plus (ii) the Letter of Credit Usage (but not including any


                                       54



     outstanding Swing Line Loans) on such day at a rate per annum equal to the
     commitment fee percentage set forth below opposite the Consolidated
     Leverage Ratio as set forth in the most recent Margin Determination
     Certificate delivered pursuant to subsection 6.1(iv):



                                                             Working Capital Loan
   Consolidated Leverage Ratio                            Commitment Fee Percentage
   ---------------------------                            -------------------------
                                                       
Greater than or equal to 5.00:1.00                                   0.500%

Greater than or equal to 4.00:1.00                                   0.375%
but less than 5.00:1.00

Greater than or equal to 3.00:1.00                                   0.300%
but less than 4.00:1.00

Less than 3.00:1.00                                                  0.250%



     such commitment fees to be calculated on the basis of a 360-day year and
     the actual number of days elapsed and to be payable quarterly in arrears on
     each Quarterly Date of each year, commencing on the first such date to
     occur after the Closing Date, and on the Working Capital Loan Commitment
     Termination Date; PROVIDED that until the delivery of the first Margin
     Determination Certificate pursuant to subsection 6.1(iv) after the
     six-month anniversary of the Closing Date the applicable commitment fee
     percentage for the Working Capital Loan Commitments shall be 0.50%. Changes
     in the applicable commitment fee rate for Working Capital Loan Commitments
     resulting from a change in the Consolidated Leverage Ratio shall become
     effective as provided in subsection 2.3C. In the event that Company fails
     to deliver a Margin Determination Certificate timely in accordance with the
     provisions of subsection 6.1(iv), from the time such Margin Determination
     Certificate was required to be delivered until such date as such a Margin
     Determination Certificate is actually delivered, the applicable commitment
     fee percentage shall be the maximum percentage amount set forth above per
     annum.

          (ii) ACQUISITION LOAN COMMITMENTS. Company agrees to pay to
     Administrative Agent, for distribution to each Acquisition Lender in
     proportion to that Acquisition Lender's Pro Rata Share of the Acquisition
     Loan Commitments, commitment fees for each day during the period from and
     including the Closing Date to and excluding the Acquisition Loan Commitment
     Termination Date (or, if earlier, the date of termination of the
     Acquisition Loan Commitments in their entirety) on the excess on such day
     of the Acquisition Loan Commitments over the aggregate principal amount of
     outstanding Acquisition Loans on such date, (the "Unused Acquisition Loan
     Commitment Amount") at a rate per annum equal to the commitment fee
     percentage set out below opposite the Consolidated Leverage Ratio as set
     forth in the most recent Margin Determination Certificate delivered
     pursuant to subsection 6.1(iv), PROVIDED that on any date prior to the date
     of the delivery of the first Margin Determination Certificate after the six
     month anniversary of the Closing Date, if the Unused Acquisition Loan
     Commitment Amount on such date is less than 50% of the aggregate
     Acquisition Loan Commitments, the applicable commitment fee percentage on
     such date shall be 0.75% per annum and if the Unused Acquisition Loan
     Commitment Amount on such


                                       55


     date is equal to or greater than 50% of the aggregate Acquisition Loan
     Commitments, the applicable commitment fee percentage on such date shall be
     0.50% per annum:



                                                                       Acquisition Loan
                                                                  Commitment Fee Percentage
                                                       -------------------------------------------
                                                       Utilization                Utilization
     Consolidated Leverage Ratio                       Less than 50%             Greater than 50%
     ---------------------------                       -------------             ----------------
                                                                            
Greater than or equal to 5.00:1.00                          0.750%                     0.500%

Greater than or equal to 4.00:1.00                          0.625%                     0.375%
but less than 5.00:1.00

Greater than or equal to 3.00:1.00                          0.550%                     0.300%
but less than 4.00:1.00

Less than 3.00:1.00                                         0.500%                     0.250%



     such commitment fees to be calculated on the basis of a 360-day year and
     the actual number of days elapsed and to be payable quarterly in arrears on
     each Quarterly Date of each year, commencing on the first such date to
     occur after the Closing Date, and on the Acquisition Loan Commitment
     Termination Date. Changes in the applicable commitment fee rate for
     Acquisition Loan Commitments resulting from a change in the Consolidated
     Leverage Ratio shall become effective as provided in subsection 2.3C. In
     the event that Company fails to deliver a Margin Determination Certificate
     timely in accordance with the provisions of subsection 6.1(iv), from the
     time such Margin Determination Certificate was required to be delivered
     until such date as such a Margin Determination Certificate is actually
     delivered, the applicable commitment fee percentage shall be the maximum
     percentage amount set forth above per annum.

          (iii) TRANCHE A TERM LOAN COMMITMENTS. Company agrees to pay to
     Administrative Agent, for distribution to each Tranche A Term Loan Lender
     in proportion to that Tranche A Term Loan Lender's Pro Rata Share of the
     Tranche A Term Loan Commitments, commitment fees for the period from and
     including the Closing Date to and excluding the Merger Date (or, if
     earlier, the date of termination of the Tranche A Term Loan Commitments in
     their entirety) on the daily average unused Tranche A Term Loan Commitments
     during such period at a rate per annum equal to 2.25%; such commitment fees
     to be calculated on the basis of a 360-day year and the actual number of
     days elapsed and to be payable quarterly on each Quarterly Date, commencing
     on the first such date to occur after the Closing Date and on the Merger
     Date.

     B. OTHER FEES. Company agrees to pay to Arranger and Agents such other fees
in the amounts and at the times separately agreed upon between Company, Agents
and Arranger.


                                       56



     C. DETERMINATION OF APPLICABLE MARGINS.

     Subject to the last sentence of subsection 2.2A(i)(a), the last sentence of
subsection 2.3A(i) and the last sentence of subsection 2.3A(ii), the
Consolidated Leverage Ratio used to compute the applicable margin for Tranche A
Term Loans, Working Capital Loans and Acquisition Loans for purposes of
subsection 2.2A(i) and subsection 3.2 and the applicable commitment fee rates
for the Working Capital Loan Commitments and the Acquisition Loan Commitments
for purposes of subsection 2.3A (such applicable margins and commitment fee
rates being referred to in this subsection 2.3C as the "APPLICABLE MARGINS") for
any day shall be the Consolidated Leverage Ratio set forth in the Margin
Determination Certificate most recently delivered by Company to Administrative
Agent on or prior to such day pursuant to subsection 6.1(iv). Changes in the
Applicable Margins resulting from a change in the Consolidated Leverage Ratio
shall become effective on the first Business Day following delivery by Company
to Administrative Agent of a new Margin Determination Certificate pursuant to
subsection 6.1(iv). Notwithstanding the foregoing, Company may, in its sole
discretion, within ten Business Days following the end of any Fiscal Quarter,
deliver to Administrative Agent a written estimate (the "LEVERAGE RATIO
ESTIMATE") setting forth Company's good faith estimate of the Consolidated
Leverage Ratio (based on calculations contained in a Margin Determination
Certificate) that will be set forth in the next Margin Determination Certificate
required to be delivered by Company to Administrative Agent pursuant to
subsection 6.1(iv). In the event that the Leverage Ratio Estimate indicates that
there would be a change in the Applicable Margins resulting from a change in the
Consolidated Leverage Ratio, such change will become effective on the first
Business Day following delivery of the Leverage Ratio Estimate. In the event
that, once the next Margin Determination Certificate is delivered, the
Consolidated Leverage Ratio as set forth in such Margin Determination
Certificate differs from that calculated in the Leverage Ratio Estimate
delivered for the Fiscal Quarter with respect to which such Margin Determination
Certificate has been delivered, and such difference results in Applicable
Margins which are greater or lesser than the Applicable Margins theretofore in
effect, then (A) such greater or lesser Applicable Margins shall be deemed to be
in effect for all purposes of this Agreement from the first Business Day
following the delivery of the Leverage Ratio Estimate and (B) if Company shall
have theretofore made any payment of interest, commitment fees or letter of
credit fees in respect of the period from the first Business Day following the
delivery of the Leverage Ratio Estimate to the Business Day following actual
date of delivery of the Margin Determination Certificate, then, on the next
Quarterly Date, either (x) if the new Applicable Margins are greater than the
Applicable Margins theretofore in effect, Company shall pay as a supplemental
payment of interest, commitment fees and/or letter of credit fees, as
applicable, an amount which equals the difference between the amount of
interest, commitment fees and/or letter of credit fees that would otherwise have
been paid based on such new Consolidated Leverage Ratio and the amount of
interest, commitment fees and/or letter of credit fees, as applicable, actually
so paid, or (y) if the new Applicable Margins are less than the Applicable
Margins theretofore in effect, an amount shall be deducted from the interest,
commitment fees and/or letter of credit fees, as applicable, then otherwise
payable in an amount which equals the difference between the amount of interest,
commitment fees and/or letter of credit fees, as applicable, so paid and the
amount of interest, commitment fees and/or letter of credit fees, as applicable,
that would otherwise have been paid based on such new Consolidated Leverage
Ratio (or, if no such payment is owed by Company to the applicable Lenders on
such next Quarterly Date, or if such amount owed by Company is less than such
difference, the applicable Lenders shall pay to Company on such next Quarterly
Date the amount of such difference less the amount, if any, owed by Company to
such Lenders on such Quarterly Date).


                                       57


2.4 REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN LOAN COMMITMENTS; GENERAL
PROVISIONS REGARDING PAYMENTS.

     A. SCHEDULED PAYMENTS OF TRANCHE A TERM LOANS, TRANCHE B TERM LOANS AND
TRANCHE D TERM LOANS.

          (i) SCHEDULED PAYMENTS OF TRANCHE A TERM LOANS. Company shall make
     principal payments on the Tranche A Term Loans on each of the following
     dates in the aggregate amount, expressed as a percentage of the Tranche A
     Term Loan Lenders' aggregate original Tranche A Term Loan Commitments, set
     forth opposite such date in the table set forth below:



                                                Scheduled Repayment
 Scheduled Repayment Date                     of Tranche a Term Loans
 ------------------------                     ------------------------
                                           
 December 31, 1999                                      $500,000
 March 31, 2000                                         $500,000
 June 30, 2000                                          $531,250
 September 30, 2000                                     $531,250
 December 31, 2000                                    $1,062,500

 March 31, 2001                                       $1,062,500
 June 30, 2001                                        $1,062,500
 September 30, 2001                                   $1,062,500
 December 31, 2001                                    $2,125,000

 March 31, 2002                                       $2,125,000
 June 30, 2002                                        $2,125,000
 September 30, 2002                                   $2,125,000
 December 31, 2002                                    $2,656,250

 March 31, 2003                                       $2,656,250
 June 30, 2003                                        $2,656,250
 September 30, 2003                                   $2,656,250
 December 31, 2003                                    $4,265,625

 March 31, 2004                                       $4,265,625
 June 30, 2004                                        $4,265,625
 September 30, 2004                                   $4,265,625
                                                      ----------
                            Total                    $42,500,000


     PROVIDED that the scheduled installments of principal of the Tranche A Term
     Loans set forth above shall be reduced by an amount equal to the aggregate
     principal amount of any voluntary or mandatory prepayments of the Tranche A
     Term Loans in accordance with subsection 2.4B(iv); and PROVIDED, FURTHER
     that the Tranche A Term Loans and all other amounts owed hereunder with
     respect to the Tranche A Term Loans shall be paid in full no later than
     September 30, 2004, and the final installment payable by Company in
     respect of


                                       58



     the Tranche A Term Loans on such date shall be in an amount, if such
     amount is different from that specified above, sufficient to repay all
     amounts owing by Company under this Agreement with respect to the
     Tranche A Term Loans.

          (ii) SCHEDULED PAYMENTS OF TRANCHE B TERM LOANS. Company shall make
     principal payments on the Tranche B Term Loans in installments on each of
     the following dates in the aggregate amount set forth opposite such date in
     the table set forth below:




                                                             Scheduled Repayment
 Scheduled Repayment Date                                  of Tranche B Term Loans
 ------------------------                                  -----------------------
                                                        
 December 31, 1998                                                  $112,500
 March 31, 1999                                                     $162,500
 June 30, 1999                                                      $337,500
 September 30, 1999                                                 $337,500
 December 31, 1999                                                  $337,500

 March 31, 2000                                                     $337,500
 June 30, 2000                                                      $337,500
 September 30, 2000                                                 $337,500
 December 31, 2000                                                  $337,500

 March 31, 2001                                                     $337,500
 June 30, 2001                                                      $337,500
 September 30, 2001                                                 $337,500
 December 31, 2001                                                  $337,500

 March 31, 2002                                                     $337,500
 June 30, 2002                                                      $337,500
 September 30, 2002                                                 $337,500
 December 31, 2002                                                  $337,500

 March 31, 2003                                                     $337,500
 June 30, 2003                                                      $337,500
 September 30, 2003                                                 $337,500
 December 31, 2003                                                  $337,500

 March 31, 2004                                                     $337,500
 June 30, 2004                                                      $337,500
 September 30, 2004                                                 $337,500
 December 31, 2004                                               $31,825,000

 March 31, 2005                                                  $31,825,000
 June 30, 2005                                                   $31,825,000
 September 30, 2005                                              $31,825,000
                                                                ------------
                            Total                               $135,000,000



                                       59



PROVIDED that the scheduled installments of principal of the Tranche B Term
Loans set forth above shall be reduced by an amount equal to the aggregate
principal amount of any voluntary or mandatory prepayments of the Tranche B Term
Loans in accordance with subsection 2.4B(iv); and PROVIDED, FURTHER that the
Tranche B Term Loans and all other amounts owed hereunder with respect to the
Tranche B Term Loans shall be paid in full no later than September 30, 2005, and
the final installment payable by Company in respect of the Tranche B Term Loans
on such date shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by Company under this
Agreement with respect to the Tranche B Term Loans.

          (iii) SCHEDULED PAYMENTS OF TRANCHE D TERM LOANS. Company shall make
     principal payments on the Tranche D Term Loans in installments on each of
     the following dates in the aggregate amount set forth opposite such date in
     the table set forth below:


                                       60





                                                                Scheduled Repayment
Scheduled Repayment Date                                      of Tranche D Term Loans
- ------------------------                                      -----------------------
                                                           
March 31, 2000                                                           $100,000
June 30, 2000                                                            $231,250
September 30, 2000                                                       $231,250
December 31, 2000                                                        $231,250

March 31, 2001                                                           $231,250
June 30, 2001                                                            $281,250
September 30, 2001                                                       $281,250
December 31, 2001                                                        $281,250

March 31, 2002                                                           $281,250
June 30, 2002                                                            $281,250
September 30, 2002                                                       $281,250
December 31, 2002                                                        $281,250

March 31, 2003                                                           $281,250
June 30, 2003                                                            $281,250
September 30, 2003                                                       $281,250
December 31, 2003                                                        $281,250

March 31, 2004                                                           $281,250
June 30, 2004                                                            $281,250
September 30, 2004                                                       $281,250
December 31, 2004                                                        $281,250

March 31, 2005                                                           $281,250
June 30, 2005                                                            $281,250
September 30, 2005                                                       $281,250
December 31, 2005                                                        $281,250

March 31, 2006                                                        $26,532,812
June 30, 2006                                                         $26,532,812
September 30, 2006                                                    $26,532,812
December 17, 2006                                                     $26,532,812
                                                                     ------------

                           Total                                     $112,500,000



; PROVIDED that the scheduled installments of principal of the Tranche D Term
Loans set forth above shall be reduced by an amount equal to the aggregate
principal amount of any voluntary or mandatory prepayments of the Tranche D Term
Loans in accordance with subsection 2.4B(iv); and PROVIDED, FURTHER that the
Tranche D Term Loans and all other amounts owed hereunder with respect to the
Tranche D Term Loans shall be paid in full no later than December 17, 2006, and
the final installment payable by Company in respect of the Tranche D Term Loans
on such date shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by Company under this
Agreement with respect to the Tranche D Term Loans.


                                       61


B. PREPAYMENTS AND UNSCHEDULED REDUCTIONS IN COMMITMENTS.

     (i) VOLUNTARY PREPAYMENTS. Company may, upon written or telephonic notice
to Administrative Agent on or prior to 2:00 PM (Chicago time) on the date of
prepayment, which notice, if telephonic, shall be promptly confirmed in writing,
at any time and from time to time prepay any Swing Line Loan on any Business Day
in whole or in part in an aggregate minimum amount of $250,000 and multiples of
$10,000 in excess of that amount. Company may, upon one Business Day's prior
written or telephonic notice by 12:00 Noon (Chicago time), in the case of Base
Rate Loans (other than Swing Line Loans), and three Business Days' prior written
or telephonic notice, in the case of Eurodollar Rate Loans, in each case given
to Administrative Agent by 11:00 A.M. (Chicago time) on the date required and,
if given by telephone, promptly confirmed in writing to Administrative Agent
(which original written or telephonic notice Administrative Agent will promptly
transmit by telefacsimile or telephone to each Lender), at any time and from
time to time prepay any such Loans on any Business Day in whole or in part in an
aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of
that amount, subject in the case of prepayments of Eurodollar Loans to
compliance with subsection 2.6D if such prepayment is made on a date prior to
the expiration of the applicable Interest Period. Notice of prepayment having
been given as aforesaid, the principal amount of the Loans specified in such
notice shall become due and payable on the prepayment date specified therein.
Any such voluntary prepayment shall be applied as specified in subsection
2.4B(iv).

     (ii) VOLUNTARY REDUCTIONS OF LOAN COMMITMENTS. Company may, upon not less
than one Business Day's prior written or telephonic notice confirmed in writing
to Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by telefacsimile or telephone to
each Working Capital Lender or Acquisition Loan Lender, as the case may be), at
any time and from time to time terminate in whole or permanently reduce in part,
without premium or penalty, (a) the Working Capital Loan Commitments in an
amount up to the amount by which the Working Capital Loan Commitments exceed the
Total Utilization of Working Capital Loan Commitments at the time of such
proposed termination or reduction, (b) the Acquisition Loan Commitments in an
amount up to the amount by which the Acquisition Loan Commitments exceed the
outstanding Acquisition Loans at the time of such proposed termination or
reduction; PROVIDED that any such partial reduction shall be in an aggregate
minimum amount of $1,000,000 and multiples of $100,000 in excess of
that amount. Company's notice to Administrative Agent shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction of the Working
Capital Loan Commitments and/or the Acquisition Loan Commitments, as the case
may be, shall be effective on the date specified in Company's notice and shall
reduce the Working Capital Loan Commitment of each Working Capital Lender and/or
the Acquisition Loan Commitments, as the case may be, of each Acquisition Loan
Lender proportionately to its Pro Rata Share.

     (iii) MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF LOAN COMMITMENTS.
Upon and after the Merger Date, the Loans shall be prepaid and/or the
Acquisition Loan Commitments shall be permanently reduced in the amounts and
under the circumstances set forth below, all such prepayments and/or reductions
to be applied as set forth below or as more specifically provided in subsection
2.4B(iv):


                                       62






          (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later
     than 30 calendar days following the date of receipt by Company or any of
     its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset
     Sale consummated after the consummation of the Merger (other than any Asset
     Sale permitted under subsections 7.7(iv) and 7.7(x) or an Asset Sale to
     Company or a Subsidiary Guarantor), Company shall prepay the Loans and/or
     the Acquisition Loan Commitments shall be permanently reduced in an
     aggregate amount equal to such Net Asset Sale Proceeds; PROVIDED that
     if Company states in the Officers' Certificate delivered pursuant
     to subsection 2.4B(iii)(e) that Company or the applicable Subsidiary
     intends to apply, within 365 days after the receipt of such Net Asset Sale
     Proceeds, all or a portion (as specified in such Officers' Certificate) of
     such Net Asset Sale Proceeds to a Property Reinvestment Application Company
     shall not be required to prepay the Loans and/or the Acquisition Loan
     Commitments shall not be reduced by such amount to be applied to a Property
     Reinvestment Application; provided further that to the extent such amount
     of Net Asset Sale Proceeds is not applied to a Property Reinvestment
     Application within such 365-day period, Company shall, on the last day of
     such 365-day period prepay the Loans and/or the Acquisition Loan
     Commitments shall be permanently reduced by the aggregate amount equal to
     such amount of Net Asset Sale Proceeds not so applied to Property
     Reinvestment Application.

          (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION
     PROCEEDS. No later than the first Business Day following the date of
     receipt by Administrative Agent or by Company or any of its Subsidiaries
     after the Merger Date of any Net Insurance/Condemnation Proceeds in excess
     of $250,000 with respect to any loss or taking or series of related losses
     or takings, Company shall prepay the Loans and/or the Acquisition Loan
     Commitments shall be permanently reduced in an aggregate amount equal to
     the amount of such Net Insurance/Condemnation Proceeds; PROVIDED, HOWEVER,
     that (i) no such prepayment and/or reduction shall be required to the
     extent under the terms of any lease or other agreement existing on the date
     hereof such Net Insurance/Condemnation Proceeds are required to be used to
     replace, rebuild or repair the asset so damaged, destroyed or taken and
     (ii) if Company states in the Officers' Certificate delivered pursuant to
     subsection 2.4B(iii)(e) that Company or the applicable Subsidiary intends
     to apply, within 365 days after the receipt of such Net
     Insurance/Condemnation Proceeds, all or a portion (as specified in such
     Officers' Certificate) of such Net Insurance/Condemnation Proceeds to a
     Property Reinvestment Application, Company shall not be required to prepay
     Loans and/or the Acquisition Loan Commitments shall not be reduced by such
     amount to be applied to a Property Reinvestment Application; PROVIDED
     FURTHER that to the extent such amount of Net Insurance/Condemnation
     Proceeds is not applied to a Property Reinvestment Application within such
     365-day period, Company shall, on the last day of such 365-day period
     prepay the Loans and/or the Acquisition Loan Commitments shall be
     permanently reduced by the aggregate amount equal to such amount of such
     Net Insurance/Condemnation Proceeds not so applied to a Property
     Reinvestment Application.

          (c) PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF DEBT OR EQUITY
     SECURITIES. On the date of receipt by Parent, Company or any of its
     Subsidiaries of the cash proceeds (any such cash proceeds, net of
     underwriting discounts and


                                       63



     commissions and other reasonable costs and expenses associated therewith,
     including investment banking, legal, brokerage, accounting fees and
     expenses, being "Net Securities Proceeds"), from the issuance of equity
     Securities of Parent, Company or any of its Subsidiaries after the Merger
     Date (other than Excluded Equity Proceeds) or of debt Securities of Company
     or any of its Subsidiaries after the Merger Date (other than the proceeds
     of the issuance of Indebtedness permitted by subsection 7.1 (including
     without limitation the proceeds from the sale of the Senior Subordinated
     Notes)), Company shall prepay the Loans and/or the Acquisition Loan
     Commitments shall be permanently reduced in an aggregate amount equal to
     such Net Securities Proceeds in the case of the proceeds of debt Securities
     and in an aggregate amount equal to 50% of such Net Securities Proceeds in
     the case of the proceeds of equity Securities; PROVIDED the amount of such
     prepayment hereunder in respect of Net Securities Proceeds constituting the
     proceeds of the issuance and sale of equity Securities shall be limited to
     the amount necessary to reduce the amount of Indebtedness included in the
     calculation of the Consolidated Leverage Ratio to the amount that would
     result, on a pro forma basis after giving effect to such prepayment, in a
     Consolidated Leverage Ratio of 3.50:1.00 or less at the end of the Fiscal
     Quarter then most recently ended and (ii) no such prepayment in respect of
     Net Securities Proceeds constituting the proceeds of the issuance and sale
     of Equity Securities shall be required to be made at such times as the
     Consolidated Leverage Ratio at the end of the most recent Fiscal Quarter
     (as evidenced by a Margin Determination Certificate delivered to
     Administrative Agent pursuant to subsection 6.1(iv)) is equal to or less
     than 3.50:1.00.

          (d) PREPAYMENTS AND REDUCTIONS FROM CONSOLIDATED EXCESS CASH FLOW. In
     the event that there shall be Consolidated Excess Cash Flow for any Fiscal
     Year (commencing with the Fiscal Year ending December 31,1999), Company
     shall, no later than the fifth Business Day after the delivery of financial
     statements for such Fiscal Year, prepay the Loans and/or the Acquisition
     Loan Commitments shall be permanently reduced in an aggregate amount equal
     to 50% of such Consolidated Excess Cash Flow less the aggregate amount of
     all voluntary prepayments of Term Loans actually made in such Fiscal Year
     pursuant to subsection 2.4B(i); PROVIDED that (i) the amount of such
     prepayment hereunder in respect of Excess Cash Flow shall be limited to the
     amount necessary to reduce the amount of Indebtedness included in the
     calculation of the Consolidated Leverage Ratio to the amount that would
     result, on a pro forma basis after giving effect to such prepayment, in a
     Consolidated Leverage Ratio of 3.50:1 or less at the end of the Fiscal
     Quarter then most recently ended and (ii) if as of the last day of such
     Fiscal Year, the Consolidated Leverage Ratio (as evidenced by a Margin
     Determination Certificate delivered to Administrative Agent pursuant to
     subsection 6.1(iv)) is equal to or less than 3.50:1.00, no prepayments of
     any Loans and no reduction of the Acquisition Loan Commitments or amount of
     Consolidated Excess Cash Flow need be made.

          (e) CALCULATIONS OF NET PROCEEDS AMOUNTS; ADDITIONAL PREPAYMENTS AND
     REDUCTIONS BASED ON SUBSEQUENT CALCULATIONS. Concurrently with any
     prepayment of the Loans and/or reduction of the Acquisition Loan
     Commitments pursuant to subsections 2.4B(iii)(a)-(d) and on the date any
     such prepayment and/or reduction would have been required to be made
     pursuant to subsections 2.4B(iii)(a) or 2.4B(iii)(b) but for the
     application of the provisos to such subsections, Company shall


                                       64



     deliver to Administrative Agent an Officer's Certificate demonstrating the
     calculation of the amount (the "NET PROCEEDS AMOUNT") of the applicable Net
     Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, or Net
     Securities Proceeds (as such term is defined in subsection 2.4B(iii)(c)),
     or the applicable Consolidated Excess Cash Flow, as the case may be (and
     which, in the case of Consolidated Excess Cash Flow, may be the Officer's
     Certificate delivered pursuant to subsection 6.1(iii) with respect to the
     financial statements for the Fiscal Year to which such excess cash flow
     relates if such Officer's Certificate contains the required information).
     In the event that Company shall subsequently determine that the actual Net
     Proceeds Amount was greater than the amount set forth in such Officer's
     Certificate, Company shall promptly make an additional prepayment of the
     Loans (and/or, if applicable, the Acquisition Loan Commitments shall be
     permanently reduced) in an amount equal to the amount of such excess, and
     Company shall concurrently therewith deliver to Administrative Agent an
     Officer's Certificate demonstrating the derivation of the additional Net
     Proceeds Amount resulting in such excess.

          (f) Company shall not be required to make any prepayment of Loans
     otherwise required by subsections 2.4B(iii)(a), (b), (c) or (d) (and no
     reduction of the Acquisition Loan Commitments shall take effect) unless and
     until the aggregate principal amount of the Loans to be prepaid and/or
     Acquisition Loan Commitments to be reduced is at least equal to $250,000.

          (iv) APPLICATION OF PREPAYMENTS.

          (a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF
     MATURITY. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be
     applied to the Loans as specified by Company in the applicable notice of
     prepayment; PROVIDED that in the event Company fails to specify the Loans
     to which any such prepayment shall be applied, such prepayment shall be
     applied FIRST to repay outstanding Swing Line Loans to the full extent
     thereof, SECOND to repay outstanding Term Loans to the full extent thereof
     and THIRD to repay outstanding Acquisition Loans to the full extent thereof
     and FOURTH to repay outstanding Working Capital Loans to the full extent
     thereof. Any voluntary prepayments of the Term Loans pursuant to subsection
     2.4B(i) (whether the application thereof is specified by Company or not)
     shall be applied to prepay the Tranche A Term Loans, the Tranche B Term
     Loans, and the Tranche D Term Loans on a pro rata basis (in accordance with
     the respective outstanding principal amounts thereof) and to reduce the
     scheduled installments of principal of the Tranche A Term Loans, the
     Tranche B Term Loans, and the Tranche D Term Loans set forth in subsection
     2.4A(i), 2.4A(ii) and 2.4A(iii) in forward order of maturity.

          (b) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount
     (the "Applied Amount") required to be applied as a mandatory prepayment of
     the Loans and/or a reduction of the Acquisition Loan Commitments pursuant
     to subsections 2.4B(iii)(a)-(d) shall be applied FIRST to prepay the Term
     Loans to the full extent thereof, SECOND, to the extent of any remaining
     portion of the Applied Amount, to prepay the Acquisition Loans to the full
     extent thereof and to permanently reduce the Acquisition Loan Commitments
     by the amount of such prepayment, and THIRD, to the extent of any
     remaining portion of the Applied Amount, to prepay the Swing Line


                                       65



     Loans and thereafter to prepay Working Capital Loans to the full extent
     thereof but in either case without permanently reducing the Working Capital
     Loan Commitments by the amount of such prepayments.

          (c) APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS TO TRANCHE A
     TERM LOANS, TRANCHE B TERM LOANS AND TRANCHE D TERM LOANS AND THE SCHEDULED
     INSTALLMENTS OF PRINCIPAL THEREOF. Any mandatory prepayments of the Term
     Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the
     Tranche A Term Loans, the Tranche B Term Loans and the Tranche D Term Loans
     on a pro rata basis (in accordance with the respective outstanding
     principal amounts thereof) and to reduce the scheduled installments of
     principal of the Tranche A Term Loans, the Tranche B Term Loans and the
     Tranche D Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and
     2.4A(iii) in forward order of maturity. Notwithstanding the foregoing, in
     the case of any mandatory prepayment of the Tranche B Term Loans and the
     Tranche D Term Loans, Company may elect to offer the Tranche B Term Loan
     Lenders and/or the Tranche D Term Loan Lenders the option to waive the
     right to receive the amount of such mandatory prepayment of the Tranche B
     Term Loans or the Tranche D Term Loans, as applicable. If any Tranche B
     Term Loan Lender or Lenders or any Tranche D Term Loan Lender or Lenders,
     as applicable, elect to waive the right to receive the amount of such
     mandatory prepayment, 50% of the amount that otherwise would have been
     applied to mandatorily prepay the Tranche B Term Loans or the Tranche D
     Term Loans, as applicable, of such Lender or Lenders shall be applied
     instead to the further prepayment of the Tranche A Term Loans (and any such
     prepayment shall reduce scheduled installments of principal of the Tranche
     A Term Loans set forth in subsection 2.4A(i) in forward order of maturity),
     to the extent any are then outstanding and the remaining amount shall be
     retained by Company.

          (d) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND EURODOLLAR RATE
     LOANS. Considering Tranche A Term Loans, Tranche B Term Loans, Tranche D
     Term Loans, Working Capital Loans and Acquisition Loans being prepaid
     separately, any prepayment thereof shall be applied as specified by Company
     to Administrative Agent on or prior to the date of the relevant prepayment
     or, absent such specification, first to Base Rate Loans to the full extent
     thereof before application to Eurodollar Rate Loans, in each case in a
     manner which minimizes the amount of any payments required to be made by
     Company pursuant to subsection 2.6D.

C. GENERAL PROVISIONS REGARDING PAYMENTS.

     (i) MANNER AND TIME OF PAYMENT. All payments by Company of principal,
interest, fees and other Obligations hereunder and under the Notes shall be made
in Dollars in same day funds, without defense, setoff or counterclaim, free of
any restriction or condition, and delivered to Administrative Agent not later
than 2:00 P.M. (Chicago time) on the date due at the Funding and Payment Office
for the account of Lenders; funds received by Administrative Agent after that
time on such due date shall be deemed to have been paid by Company on the next
succeeding Business Day.

     (ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. Except as provided
in subsection 2.2C, all payments in respect of the principal amount of any Loan
shall include


                                       66



payment of accrued interest on the principal amount being repaid or prepaid, and
all such payments (and, in any event, any payments in respect of any Loan on a
date when interest is due and payable with respect to such Loan) shall be
applied to the payment of interest before application to principal.

     (iii) APPORTIONMENT OF PAYMENTS. Aggregate principal and interest payments
in respect of Loans shall be apportioned among all outstanding Loans to which
such payments relate, in each case proportionately to Lenders' respective Pro
Rata Shares. Administrative Agent shall promptly distribute to each Lender, at
its primary address set forth below its name on the appropriate signature page
hereof or at such other address as such Lender may request, its Pro Rata Share
of all such payments received by Administrative Agent and the commitment fees of
such Lender when received by Administrative Agent pursuant to subsection 2.3.
Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if,
pursuant to the provisions of subsection 2.6C, any Notice of
Conversion/Continuation is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

     (iv) PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of the payment of interest hereunder or of
the commitment fees hereunder, as the case may be.

D. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER GUARANTIES

     (i) APPLICATION OF PROCEEDS OF COLLATERAL. Except as provided in subsection
2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds or
utilization thereof by Company, or subsection 2.4B(iii)(b) with respect to
prepayments from Net Insurance/Condemnation Proceeds or utilization thereof by
Company, all proceeds received by Administrative Agent in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
under any Collateral Document shall be applied, upon the occurrence and during
the continuance of an Event of Default, against, the applicable Secured
Obligations (as defined in such Collateral Document) in the following order of
priority:

          (a) To the payment of all costs and expenses of such sale, collection
     or other realization, including reasonable fees and expenses of
     Administrative Agent and its agents and counsel, and all other expenses and
     liabilities made or incurred by Administrative Agent in connection
     therewith, and all amounts for which Administrative Agent is entitled to
     indemnification under such Collateral Document and all advances made by
     Administrative Agent thereunder for the account of the applicable Loan
     Party, and to the payment of all costs and expenses paid or incurred by
     Administrative Agent in connection with the exercise of any right or remedy
     under such Collateral Document, all in accordance with the terms of this
     Agreement and such Collateral Document;


                                       67


          (b) thereafter, to the extent of any excess such proceeds, to the
     payment of all other such Secured Obligations then due and payable for the
     ratable benefit of the holders thereof;

          (c) thereafter, to the extent of any excess such proceeds, to the
     payment of cash collateral for Letters of Credit for the ratable benefit of
     the Issuing Lenders thereof and holders of participations therein; and

          (d) thereafter, to the extent of any excess such proceeds, to the
     payment to or upon the order of such Loan Party or to whosoever may be
     lawfully entitled to receive the same or as a court of competent
     jurisdiction may direct.

     (ii) APPLICATION OF PAYMENTS UNDER GUARANTIES. All payments received by
Administrative Agent under any of the Guaranties at any time at which an Event
of Default has occurred and is continuing, shall be applied promptly from time
to time by Administrative Agent in the following order of priority:

          (a) to the payment of the costs and expenses of any collection or
     other realization under the Guaranties, including reasonable fees and
     expenses of Administrative Agent and its agents and counsel, and all
     expenses, liabilities and advances made or incurred by Administrative Agent
     in connection therewith, all in accordance with the terms of this Agreement
     and such Guaranty;

          (b) thereafter, to the extent of any excess such payments, to the
     payment of all other Guarantied Obligations (as defined in such Guaranty)
     then due and payable for the ratable benefit of the holders thereof;

          (c) thereafter, to the extent of any excess such payments, to the
     payment of cash collateral for Letters of Credit for the ratable benefit of
     the Issuing Lenders thereof and holders of participations therein; and

          (d) thereafter, to the extent of any excess such payments, to the
     payment to Parent or to the applicable Subsidiary Guarantor or to whosoever
     may be lawfully entitled to receive the same or as a court of competent
     jurisdiction may direct.

2.5 USE OF PROCEEDS.

     A. TERM LOANS. The proceeds of the Original Tranche A Term Loans and the
Original Tranche B Term Loans, together with other funds available to Company,
shall be applied by Company to pay the Acquisition Financing Requirements. To
the extent Company advances to DAH proceeds of the Term Loans on the Closing
Date to repay the Existing DAH Debt, such advances shall be evidenced by the
Intercompany Note Relating to Tranche A Term Loans and Working Capital Loans and
/or the Intercompany Note Relating to Tranche B Term Loans, as the case may be,
which notes shall be pledged by Company to Administrative Agent pursuant to the
Finance Co. Pledge Agreement. To the extent the proceeds of the Original Tranche
B Term Loans are not utilized on the Closing Date, the excess proceeds shall be
deposited by Company into the Investment Accounts for the benefit of the Lenders
and invested in Cash Equivalents specified in the Investment Account Agreement,
as directed by Company, until the Merger Date. The proceeds of the First
Additional Tranche B Term Loans shall be applied by Company to finance directly
or indirectly the


                                       68



costs of the PATS Acquisition. The proceeds of the Second Additional Tranche B
Term Loans shall be applied by Company to finance directly or indirectly the
costs of the PPI Acquisition. The proceeds of the Additional Tranche A Term
Loans and the Tranche D Term Loans shall be applied by Company to finance
directly or indirectly the costs of the Infinity Acquisition (including
transaction costs related thereto), to repay outstanding Acquisition Loans and,
at the option of Company, to repay Working Capital Loans (but not to reduce
Working Capital Loan Commitments). The proceeds of the Additional Tranche D Term
Loans shall be applied by the Company to finance directly or indirectly the
costs of the Carl Booth Acquisition (including transaction costs related
thereto), to repay outstanding Acquisition Loans (but not to reduce Acquisition
Loan Commitments) and, at the option of the Company, to repay Working Capital
Loans (but not to reduce Working Capital Loan Commitments).

     B. WORKING CAPITAL LOANS; SWING LINE LOANS. The proceeds of the Working
Capital Loans and any Swing Line Loans may be applied by Company for working
capital and general and other corporate purposes, including the making of
advances to DAH as described below. Up to $10,600,000 of Working Capital Loans
made on the Closing Date and/or the Merger Date may be used to pay the
Acquisition Financing Requirements. The Working Capital Loans may be advanced by
Company to DAH during the period from and including the Closing Date to and
including the Merger Date for working capital and general and other corporate
purposes. To the extent Company advances to DAH proceeds of the Working Capital
Loans during such period, such advances shall be evidenced by the Intercompany
Note Relating to Tranche A Term Loans and Working Capital Loans which note shall
be pledged by Company to Administrative Agent pursuant to the Finance Co. Pledge
Agreement.

     C. ACQUISITION LOANS. The proceeds of the Acquisition Loans shall be
applied by Company to finance directly or indirectly the costs of Permitted
Acquisitions.

     D. MARGIN REGULATIONS. No borrowing and no portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of its
Subsidiaries in any manner that is in violation of Regulation U or Regulation X
of the Board of Governors of the Federal Reserve System in effect on the date or
dates of such borrowing and such use of proceeds.

2.6 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

     Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to Eurodollar Rate Loans as to
the matters covered:

     A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable after
11:00 A.M. (London time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each Lender.

     B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that deposits in
U.S. Dollars for the relevant Interest Period are not available to
Administrative Agent in the London interbank market or by reason of
circumstances affecting the London interbank market


                                       69


adequate and fair means do not exist for ascertaining the interest rate
applicable to such Loans on the basis provided for in the definition of Adjusted
Eurodollar Rate, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Company
and Lenders that the circumstances giving rise to such notice no longer exist
and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by
Company with respect to the Loans in respect of which such determination was
made shall be deemed to be rescinded by Company or, at the sole option of
Company, the proposed Loans requested to be made in such Notice of Borrowing or
Notice of Conversion, Continuation, as the case may be, shall instead be made
as, or converted to or continued as, Base Rate Loans.

     C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the event
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans has become unlawful as
a result of the introduction of, or any change in or in the interpretation of,
any law, treaty, governmental rule, regulation, guideline or order (whether or
not having the force of law even though the failure to comply therewith would
not be unlawful), in each case after the date hereof, then, and in any such
event, such Lender shall be an "AFFECTED LENDER" and it shall on that day give
notice (by telefacsimile or by telephone confirmed in writing) to Company and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender). Thereafter (a) the obligation of
the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate
Loans shall be suspended until such notice shall be withdrawn by the Affected
Lender (which such Affected Lender shall do promptly upon obtaining actual
knowledge that the circumstance giving rise to such suspension no longer exist),
(b) to the extent such determination by the Affected Lender relates to a
Eurodollar Rate Loan then being requested by Company pursuant to a Notice of
Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make
such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan
(with interest thereon being payable on the same date or dates on which interest
is payable in respect of the corresponding Loans of Lenders that are not
Affected Lenders), (c) the Affected Lender's obligation to maintain its
outstanding Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at
the earlier to occur of the expiration of the Interest Period then in effect
with respect to the Affected Loans or when required by law, and (d) the Affected
Loans shall automatically convert into Base Rate Loans on the date of such
termination (with interest thereon being payable on the same date or dates on
which interest is payable in respect of the corresponding Loans of Lenders that
are not Affected Lenders). Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a Eurodollar
Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a
Notice of Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.


                                       70


     D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate
Loans and any loss, expense or liability sustained by that Lender in connection
with the liquidation or re-employment of such funds but excluding any loss of
margin for any period after any failure to borrow, continue or convert any
Eurodollar Loans, or any prepayment of Eurodollar Loans described below) which
that Lender may sustain: (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation, (ii) if any prepayment
(including any prepayment pursuant to subsection 2.4B(i)) or other principal
payment or any conversion of any of its Eurodollar Rate Loans occurs on a date
prior to the last day of an Interest Period applicable to that Loan, or (iii) if
any prepayment of any of its Eurodollar Rate Loans is not made on any date
specified in a notice of prepayment given by Company.

     E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender; provided that Company shall not be
liable for any additional amounts pursuant to subsection 2.7 as a result thereof
nor shall any such action, by itself, cause such Lender to become an Affected
Lender.

     F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS. Calculation of
all amounts payable to a Lender under this subsection 2.6 and under subsection
2.7A shall be made as though that Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
PROVIDED, HOWEVER, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this subsection 2.6 and
under subsection 2.7A.

     G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and during
the continuation of a Potential Event of Default or an Event of Default, Company
may not elect to have a Loan be made or maintained as, or converted to, a
Eurodollar Rate Loan after the expiration of any Interest Period then in effect
for that Loan.

2.7 INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

     A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender shall determine (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) that any law, treaty or governmental rule, regulation or order,
or any change therein or in the interpretation, administration or application
thereof (including the introduction of any new law, treaty or governmental rule,
regulation of order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof (in the case of each
Lender listed on the signature pages hereof and in the case of any other


                                       71



Lender if such change shall have affected a class of Lenders generally) or after
the date of the Assignment Agreement pursuant to which such Lender became a
Lender (in the case of any other Lender if such change shall not have affected a
class of Lenders generally), or compliance by such Lender with any guideline,
request or directive issued or made after the date hereof by any central bank or
other governmental or quasi-governmental authority (whether or not having the
force of law):

          (i) imposes, modifies or holds applicable any reserve (including any
     marginal, emergency, supplemental, special or other reserve), special
     deposit, compulsory loan, FDIC insurance or similar requirement against
     assets held by, or deposits or other liabilities in or for the account of,
     or advances or loans by, or other credit extended by, or any other
     acquisition of funds by, any office of such Lender (other than any such
     reserve or other requirements with respect to Eurodollar Rate Loans that
     are reflected in the definition of Adjusted Eurodollar Rate); or

          (ii) imposes any other condition (other than with respect to a tax
     matter) on or affecting such Lender (or its applicable lending office) or
     its obligations hereunder or the London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Eurodollar Rate Loans hereunder or to
reduce any amount received or receivable by such Lender (or its applicable
lending office) with respect thereto; then, in any such case, Company shall pay
to such Lender, within 15 days after receipt of the statement referred to in the
next sentence, such additional amount or amounts as may be necessary to
compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall promptly deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this subsection 2.7A, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

          B. WITHHOLDING OF TAXES.

          (i) PAYMENTS TO BE FREE AND CLEAR. All sums payable by Company under
     this Agreement and the other Loan Documents shall (except to the extent
     required by law) be paid free and clear of, and without any deduction on
     account of, any Tax.

          (ii) GROSSING-UP OF PAYMENTS. If Company is required by law to make
     any deduction or withholding on account of any such Tax from any sum paid
     or payable by Company to Administrative Agent or any Lender under any of
     the Loan Documents:

               (a) Company shall pay any such Tax before the date on which
          penalties attach thereto, such payment to be made for its own account;

               (b) the sum payable by Company in respect of which the relevant
          deduction, withholding or payment is required shall be increased to
          the extent necessary to ensure that, after the making of that
          deduction, withholding or payment, Administrative Agent or such
          Lender, as the case may be, receives on the due date a net sum equal
          to what it would have received had no such deduction, withholding or
          payment been required or made; and


                                       72



               (c) within 30 days after paying any sum from which it is required
          by law to make any deduction or withholding, or within 30 days after
          the due date of payment of any Tax which it is required by clause (a)
          above to pay (whichever is later), Company shall deliver to
          Administrative Agent evidence available to the Company reasonably
          satisfactory to Administrative Agent of such deduction, withholding or
          payment and of the remittance thereof to the relevant taxing or other
          authority;

PROVIDED that no such additional amount shall be required to be paid to any
Lender or Agent under clause (b) above except to the extent that any change
after the date hereof (in the case of each Lender and Agent listed on the
signature pages hereof) or after the date of the Assignment Agreement pursuant
to which such Lender became a Lender (in the case of each other Lender) in any
such requirement for a deduction, withholding or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date of this Agreement or at the date of such
Assignment Agreement, as the case may be, in respect of payments to such Lender
or Agent.

     (iii) If any Taxes are directly asserted against either of the Agents or
any Lender with respect to any payment received by such Agents or such Lender
under the Agreement, such Agents or such Lender may pay such Taxes and the
Company will promptly pay to such Person such additional amount (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Person shall equal the amount of such Taxes paid by such
Person; PROVIDED, HOWEVER, that the Company shall not be obligated to make
payment to the Lenders or the Agents (as the case may be) pursuant to this
sentence in respect of penalties or interest attributable to any Taxes, if
written demand therefor has not been made by such Lenders or the Agents within
60 days from the date on which such Lenders or the Agents knew of the imposition
of Taxes by the relevant taxing authority or for any additional imposition which
may arise from the failure of the Lenders or Agents to apply payments in
accordance with the applicable tax law after the Company has made the payments
required hereunder; PROVIDED, FURTHER, HOWEVER, that the Company shall not be
required to pay any such additional amounts except to the extent that any change
after the date hereof (in the case of each Lender and Agent listed on the
signature pages hereof) or after the date of the Assignment Agreement pursuant
to which such Lender became a Lender (in the case of each other Lender) in any
such requirement for the deduction, withholding or payment of Taxes shall result
in an increase in the rate of such deduction, withholding or payment from that
in effect at the date of this Agreement or at the date of such Assignment
Agreement, as the case may be, in respect of payments to such Lender or Agent.
After a Lender or an Agent (as the case may be) learns of the imposition of
Taxes, such Lender or Agent will act in good faith to notify the Company of
their obligations hereunder as soon as reasonably possible.

     (iv) EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

          (a) Each Lender and Agent that is not (i) a citizen or resident of the
     United States, (ii) a corporation, partnership or other entity created or
     organized in or under the laws of the United States, or any state or other
     political subdivision thereof, (iii) an estate that is subject to U.S.
     federal income taxation regardless of the source of its income or (iv) a
     trust, if any only if (A) a court within the United States is able to
     exercise primary supervision over the administration of the trust and (B)
     one or


                                       73



     more U.S. persons has the authority to control all substantial decisions of
     the trust (for purposes of this subsection 2.7B(iv), any such Person
     referred to in clauses (i) through (iv) being a "NON-US LENDER OR AGENT")
     shall deliver to Administrative Agent and to Company on or prior to the
     Closing Date (in the case of each Lender and Agent listed on the signature
     pages hereof) or on or prior to the date of the Assignment Agreement
     pursuant to which it becomes a Lender (in the case of each other Lender),
     and at such other times as may be necessary in the determination of Company
     or Administrative Agent (each in the reasonable exercise of its
     discretion), (1) two or more (as Company or Administrative Agent reasonably
     request) original copies of Internal Revenue Service Form W-8BEN or W-8EC1
     (or any successor forms), properly completed and duly executed by such
     Lender, together with any other certificate or statement of exemption
     required under the Internal Revenue Code or the regulations issued
     thereunder to establish that such Lender is not subject to deduction or
     withholding of United States federal income tax with respect to any
     payments to such Lender of principal, interest, fees or other amounts
     payable under any of the Loan Documents or (2) if such Lender is not a
     "bank" or other Person described in Section 881(c)(3) of the Internal
     Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN
     or W-8EC1 pursuant to clause (1) above, a Certificate re Non-Bank Status
     together with two or more (as Company or Administrative Agent reasonably
     request) original copies of Internal Revenue Service Form W-8 (or any
     successor form), properly completed and duly executed by such Lender,
     together with any other certificate or statement of exemption required
     under the Internal Revenue Code or the regulations issued thereunder to
     establish that such Lender is not subject to deduction or withholding of
     United States federal income tax with respect to any payments to such
     Lender of interest payable under any of the Loan Documents.

          (b) Each Lender required to deliver any forms, certificates or other
     evidence with respect to United States federal income tax withholding
     matters pursuant to subsection 2.7B(iv)(a) hereby agrees, from time to time
     after the initial delivery by such Lender of such forms, certificates or
     other evidence, whenever a lapse in time or change in circumstances renders
     such forms, certificates or other evidence obsolete or inaccurate in any
     material respect, that such Lender shall on or before the date that any
     such form, certification or other evidence becomes obsolete or inaccurate
     (1) deliver to Administrative Agent and to Company two or more (as Company
     or Administrative Agent may reasonably request) new original copies of
     Internal Revenue Service Form W-8BEN or W-8EC1, or a Certificate re
     Non-Bank Status and two or more (as Company or Administrative Agent may
     reasonably request) new original copies of Internal Revenue Service Form
     W-8, as the case may be, properly completed and duly executed by such
     Lender, together with any other certificate or statement of exemption
     required in order to confirm or establish that such Lender is not subject
     to deduction or withholding of United States federal income tax with
     respect to payments to such Lender under the Loan Documents or (2) notify
     Administrative Agent and Company of its inability to deliver any such
     forms, certificates or other evidence. Each Lender and each Agent agrees,
     to the extent reasonable and without material cost to it, to provide to
     Company and Administrative Agent such other applicable forms or
     certificates that would reduce or eliminate any Tax.


                                       74


               (c) Company shall not be required to pay any additional amount to
          any Non-US Lender or Agent under subsection 2.7B(ii) or 2.7B(iii) if
          such Lender or Agent shall have failed to satisfy the requirements of
          clause (a) or (b)(1) of this subsection 2.7B(iv); PROVIDED that if
          such Lender shall have satisfied the requirements of subsection
          2.7B(iv)(a) on the Closing Date (in the case of each Lender listed on
          the signature pages hereof) or on the date of the Assignment Agreement
          pursuant to which it became a Lender (in the case of each other
          Lender), nothing in this subsection 2.7B(iv)(c) shall relieve Company
          of its obligation to pay any additional amounts pursuant to subsection
          2.7B(ii) in the event that, as a result of any change in any
          applicable law, treaty or governmental rule, regulation or order, or
          any change in the interpretation, administration or application
          thereof, such Lender is no longer properly entitled to deliver forms,
          certificates or other evidence at a subsequent date establishing the
          fact that such Lender is not subject to withholding as described in
          subsection 2.7B(iv)(a).

          (v) If Company determines in good faith that a reasonable basis exists
     for contesting the imposition of a Tax with respect to a Lender or either
     of the Agents, if requested by Company, the relevant Lender or Agent, as
     the case may be, shall reasonably cooperate with Company in challenging
     such Tax at Company's expense; PROVIDED, HOWEVER, that nothing in this
     subsection 2.7B(v) shall require any Lender to submit to Company or any
     other Person any tax returns or any part thereof, or to prepare or file any
     tax returns other than as such Lender in its sole discretion shall
     determine.

          (vi) If a Lender or an Agent shall receive a refund (including any
     offset or credits) from a taxing authority (as a result of any error in the
     imposition of Taxes by such taxing authority) of any Taxes paid by Company
     pursuant to subsection 2.7B(ii) and 2.7B(iii) above, such Lender or the
     Agent (as the case may be) shall promptly pay Company the amount so
     received, with interest, if any, from the taxing authority with respect to
     such refund, net of any tax liability incurred by such Lender or Agent that
     is attributable to the receipt of such refund and such interest; PROVIDED
     that such Lender or Agent, as the case may be, shall be entitled to use
     reasonable methods to calculate the allocation of any such refund payable
     to Company so long as such method does not result in a materially reduced
     amount being paid to Company as compared to similarly situated borrowers.

          (vii) Each Lender and each Agent agrees, to the extent reasonable and
     without material cost to it, to cooperate with the Company to minimize any
     amounts payable by the Company under this Section 2.7B; PROVIDED, HOWEVER,
     that nothing in this Section 2.7B shall require any Lender to take any
     action which, in the sole discretion of such Lender, is inconsistent with
     its internal policy and legal and regulatory restrictions.

     C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability after the date hereof (in
the case of each Lender listed on the signature pages hereof and in the case of
any other Lender if such change shall have affected a class of Lenders
generally) or after the date of the Assignment Agreement pursuant to which such
Lender became a Lender (in the case of any other Lender if such change shall not
have affected a class of Lenders generally) of any law, rule or regulation (or
any provision thereof) regarding capital adequacy, or any change after such date
therein or in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable



                                       75


lending office) with any guideline, request or directive regarding capital
adequacy (whether or not having the force of law) of any such governmental
authority, central bank or comparable agency issued after such date, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender's Loans or Commitments or Letters of Credit or
participations therein or other obligations hereunder with respect to the Loans
or the Letters of Credit to a level below that which such Lender or such
controlling corporation could have achieved but for such adoption,
effectiveness, phase-in, applicability, change or compliance (taking into
consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within 15 days after
receipt by Company from such Lender of the statement referred to in the next
sentence, Company shall pay to such Lender such additional amount or amounts as
will compensate such Lender or such controlling corporation for such reduction.
Such Lender shall deliver to Company (with a copy to Administrative Agent) a
written statement, setting forth in reasonable detail the basis of the
calculation of such additional amounts, which statement shall be conclusive and
binding upon all parties hereto absent manifest error; provided that such Lender
may not impose materially greater costs on Company than on similarly situated
borrowers by the virtue of the methodology applied to calculate such additional
amounts.

     D. PERIOD OF RECOVERY. Company shall not be obligated to compensate any
Lender for any costs or additional amounts with respect to which such Lender may
request compensation pursuant to this subsection 2.7 or subsection 3.6 to the
extent such costs have accrued, or have been incurred, prior to 180 days prior
to the date on which such Lender demands compensation therefor hereunder.

2.8 OBLIGATION OF LENDERS AND ISSUING LENDERS TO MITIGATE; REPLACEMENT OF
LENDER.

     A. MITIGATION. Each Lender and Issuing Lender agrees that, as promptly as
practicable after the officer of such Lender or Issuing Lender responsible for
administering the Loans or Letters of Credit of such Lender or Issuing Lender,
as the case may be, becomes aware of the occurrence of an event or the existence
of a condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender or Issuing Lender to receive payments under subsection
2.7 or subsection 3.6, it will, to the extent not inconsistent with the internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit of such
Lender or Issuing Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other measures as such Lender
or Issuing Lender may deem reasonable, if as a result thereof the circumstances
which would cause such Lender to be an Affected Lender would cease to exist or
the additional amounts which would otherwise be required to be paid to such
Lender or Issuing Lender pursuant to subsection 2.7 or subsection 3.6 would be
reduced and if, as determined by such Lender or Issuing Lender in its sole
discretion, the making, issuing, funding or maintaining of such Commitments or
Loans or Letters of Credit through such other lending or letter of credit office
or in accordance with such other measures, as the case may be, would not
otherwise materially adversely affect such Commitments or Loans or Letters of
Credit or the interests of such Lender or Issuing Lender; PROVIDED that such
Lender or Issuing Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8 unless Company agrees to
pay all incremental expenses incurred by such Lender or Issuing Lender as a
result of utilizing such other lending or letter of credit office as described
in clause (i) above. A certificate as to the amount of any such expenses payable
by Company pursuant to this subsection 2.8 (setting


                                       76



forth in reasonable detail the basis for requesting such amount) submitted by
such Lender or Issuing Lender to Company (with a copy to Administrative Agent)
shall be conclusive absent manifest error.

     B. REPLACEMENT OF LENDER. If Company receives a notice of amounts due
pursuant to subsection 2.7A, subsection 2.7B or subsection 2.7C or subsection
3.6 from a Lender or a Lender becomes an Affected Lender, a Non-Funding Lender
or a Non-Consenting Lender (any such Lender, a "Subject Lender"), so long as (i)
Company has obtained a commitment from another Lender or an Eligible Assignee to
purchase at par the Subject Lender's Loans and assume the Subject Lender's
Commitments and all other obligations of the Subject Lender hereunder, and (ii)
such Lender is not an Issuing Lender with respect to any Letters of Credit
outstanding (unless all such Letters of Credit are terminated or arrangements
acceptable to such Issuing Lender (such as a "back-to-back" letter of credit)
are made, it being understood that a Standby Letter of Credit issued hereunder
shall constitute such an arrangement acceptable to such Issuing Lender) upon
written notice to the Subject Lender and Administrative Agent, Company may
require the Subject Lender to assign all of its Loans and Commitments to such
other Lender or Eligible Assignee pursuant to the provisions of subsection
10.1B; PROVIDED that, prior to or concurrently with such replacement (i) Company
has paid to the Lender giving such notice all amounts under subsections 2.6D,
2.7 (if applicable) and 3.6 (if applicable) through such date of replacement,
(ii) Company or the applicable assignee has paid to Administrative Agent the
processing fee required to be paid by subsection 10.1B(i) and (iii) all of the
requirements for such assignment contained in subsection 10.1B, including,
without limitation, the consent of Agents (if required) and the receipt by
Administrative Agent of an executed Assignment Agreement and other supporting
documents, have been fulfilled.

SECTION 3. LETTERS OF CREDIT

3.1 ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS
THEREIN.

     A. LETTERS OF CREDIT. In addition to Company requesting that Working
Capital Lenders make Working Capital Loans pursuant to subsection 2.1A(iii) and
that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv),
Company may request, in accordance with the provisions of this subsection 3.1,
from time to time during the period from the Closing Date to but excluding the
Working Capital Loan Commitment Termination Date, that Issuing Lender issue
Letters of Credit for the account of Company or any of its Subsidiaries
(provided that Company shall be deemed to be the account party hereunder and
shall be fully liable under this Section 3 with respect to all Letters of Credit
issued for the account of its Subsidiaries) for the purposes specified in the
definitions of Standby Letters of Credit and Trade Letters of Credit. Subject to
the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, Issuing Lender
shall, subject to subsection 3.1B(ii), issue such Letters of Credit in
accordance with the provisions of this subsection 3.1; PROVIDED that Company
shall not request that Issuing Lender issue (and Issuing Lender shall not
issue):

          (i) any Letter of Credit if, after giving effect to such issuance, the
     Total Utilization of Working Capital Loan Commitments would exceed the
     Working Capital Loan Commitments then in effect;

          (ii) any Letter of Credit if, after giving effect to such issuance,
     the Letter of Credit Usage would exceed $5,000,000;


                                       77





          (iii) any Standby Letter of Credit having an expiration date later
     than the earlier of (a) the Working Capital Loan Commitment Termination
     Date and (b) the date that is one year from the date of issuance of such
     Standby Letter of Credit; PROVIDED that the immediately preceding clause
     (b) shall not prevent Company from requesting and any Issuing Lender
     from agreeing that a Standby Letter of Credit will automatically be
     extended for one or more successive periods not to exceed one year each
     unless such Issuing Lender elects not to extend for any such additional
     period (such Issuing Lender hereby agreeing that it shall only elect not
     to extend such Standby Letter of Credit if, but only if, it has
     knowledge that an Event of Default has occurred and is continuing); or

          (iv) any Letter of Credit denominated in a currency other than
     Dollars.

     B. MECHANICS OF ISSUANCE.

          (i) NOTICE OF ISSUANCE. Whenever Company desires the issuance of a
     Letter of Credit, it shall deliver to Administrative Agent a Notice of
     Issuance of Letter of Credit substantially in the form of EXHIBIT III
     annexed hereto no later than 11:00 A.M. (Chicago time) at least three
     Business Days, or such shorter period as may be agreed to by the Issuing
     Lender in any particular instance, in advance of the proposed date of
     issuance. The Notice of Issuance of Letter of Credit shall specify (a) the
     proposed date of issuance (which shall be a Business Day), (b) the face
     amount of the Letter of Credit, (c) the expiration date of the Letter of
     Credit, (d) the name and address of the beneficiary, and (e) either the
     verbatim text of the proposed Letter of Credit or the proposed terms and
     conditions thereof, including a precise description of any documents to be
     presented by the beneficiary which, if presented by the beneficiary prior
     to the expiration date of the Letter of Credit, would require the Issuing
     Lender to make payment under the Letter of Credit; PROVIDED that the
     Issuing Lender, in its reasonable discretion, may require changes in the
     text of the proposed Letter of Credit or any such documents; and PROVIDED,
     FURTHER that no Letter of Credit shall require payment against a conforming
     draft to be made thereunder on the same business day (under the laws of the
     jurisdiction in which the office of the Issuing Lender to which such draft
     is required to be presented is located) that such draft is presented if
     such presentation is made after 10:00 A.M. in the time zone of such office
     of the Issuing Lender) on such business day.

     Company shall notify the applicable Issuing Lender (and Administrative
Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance
of any Letter of Credit in the event that any of the matters to which Company is
required to certify in the applicable Notice of Issuance of Letter of Credit as
being true and correct on the proposed date of issuance is not true and correct
as of the proposed date of issuance of such Letter of Credit, and upon the
issuance of any Letter of Credit Company shall be deemed to have re-certified,
as of the date of such issuance, as to the matters to which Company is required
to certify in the applicable Notice of Issuance of Letter of Credit as being
true and correct on the proposed date of issuance.

          (ii) If Administrative Agent in its capacity as Issuing Lender
     determines that the issuance of such Letter of Credit would violate
     applicable law or Administrative Agent's internal policies relating to
     Letters of Credit, Administrative Agent shall not be obligated to issue
     such Letter of Credit, and Company may request any other Working Capital
     Lender to issue the Letter of Credit. If such Working Capital Lender agrees
     to issue such Letter of Credit, such Working Capital Lender shall be the
     Issuing Lender of such Letter of Credit.


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          (iii) ISSUANCE OF LETTER OF CREDIT. Upon satisfaction or waiver (in
     accordance with subsection 10.6) of the conditions set forth in subsection
     4.5, the applicable Issuing Lender shall issue the requested Letter of
     Credit in accordance with the such Issuing Lender's standard operating
     procedures.

          (iv) NOTIFICATION TO WORKING CAPITAL LENDERS. Upon the issuance of any
     Letter of Credit the applicable Issuing Lender shall promptly notify
     Administrative Agent of such issuance, which notice shall be accompanied by
     a copy of such Letter of Credit. Promptly after receipt of such notice (or,
     if Administrative Agent is the Issuing Lender, upon issuance of such Letter
     of Credit), Administrative Agent shall notify each Working Capital Lender
     of the amount of such Lender's respective participation in such Letter of
     Credit, determined in accordance with subsection 3.1B(vi).

          (v) REPORTS TO WORKING CAPITAL LENDERS. Within 15 days after the end
     of each calendar quarter ending after the Closing Date, so long as any
     Letter of Credit shall have been outstanding during such calendar quarter,
     each Issuing Lender shall deliver to Administrative Agent a report setting
     forth for such calendar quarter the daily aggregate amount available to be
     drawn under the Letters of Credit issued by such Issuing Lender that were
     outstanding during such calendar quarter. Administrative Agent will
     promptly send copies of such reports to the Working Capital Lenders.

          (vi) WORKING CAPITAL LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
     CREDIT. Immediately upon the issuance of each Letter of Credit, each
     Working Capital Lender shall be deemed to, and hereby agrees to, have
     irrevocably purchased from the Issuing Lender a participation in such
     Letter of Credit and any drawings honored thereunder in an amount equal to
     such Working Capital Lender's Pro Rata Share of the maximum amount which is
     or at any time may become available to be drawn thereunder.

3.2 LETTER OF CREDIT FEES.

     Company agrees to pay the following amounts with respect to Letters of
Credit issued hereunder:

          (i) (a) a fronting fee, payable directly to the applicable Issuing
     Lender for its own account, equal to 0.125% per annum of the daily amount
     available to be drawn under such Letter of Credit and (b) a letter of
     credit fee, payable to Administrative Agent for the account of Working
     Capital Lenders (based upon their respective Pro Rata Shares), equal to (x)
     (1) in the case of Standby Letters of Credit, the applicable Eurodollar
     Rate Margin set forth in subsection 2.2A hereof for Working Capital Loans
     which are Eurodollar Rate Loans and (2) in the case of Trade Letters of
     Credit, 1.25%, in each case MULTIPLIED BY (y) the daily amount available
     from time to time to be drawn under such Letter of Credit, each such
     fronting fee or letter of credit fee to be payable in arrears on and to
     (but excluding) each Quarterly Date and computed on the basis of a 360-day
     year for the actual number of days elapsed; and

          (ii) with respect to the issuance, amendment or transfer of each
     Letter of Credit and each payment of a drawing made thereunder (without
     duplication of the fees payable under clause (i) above), documentary and
     processing charges payable directly to the applicable Issuing Lender for
     its own account in accordance with such Issuing Lender's


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     standard schedule for such charges in effect at the time of such issuance,
     amendment, transfer or payment, as the case may be or as otherwise agreed
     upon between Company and such Issuing Lender.

For purposes of calculating any fees payable under clause (i) of this subsection
3.2, the daily amount available to be drawn under any Letter of Credit shall be
determined as of the close of business on any date of determination. Promptly
upon receipt by Administrative Agent of any amount described in clause (i)(b) of
this subsection 3.2, Administrative Agent shall distribute to each Working
Capital Lender its Pro Rata Share of such amount.

3.3 DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF CREDIT.

     A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

     B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT. In the
event an Issuing Lender has determined to honor a drawing under a Letter of
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent of the date payment thereunder shall be made (the
"Reimbursement Date"), and Company shall reimburse such Issuing Lender on the
Reimbursement Date in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; PROVIDED that, anything contained in this
Agreement to the contrary notwithstanding, (i) unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 11:00 A.M.
(Chicago time) on the Reimbursement Date that Company intends to reimburse such
Issuing Lender for the amount of such honored drawing with funds other than the
proceeds of Working Capital Loans, Company shall be deemed to have given a
timely Notice of Borrowing to Administrative Agent requesting Lenders to make
Working Capital Loans that are Base Rate Loans on the Reimbursement Date in an
amount in Dollars equal to the amount of such honored drawing and (ii) subject
to satisfaction or waiver of the conditions specified in subsection 4.4, Working
Capital Lenders shall, on the Reimbursement Date, make Working Capital Loans
that are Base Rate Loans in the amount of such honored drawing, the proceeds of
which shall be applied directly by Administrative Agent to reimburse such
Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER
that if for any reason proceeds of Working Capital Loans are not received by
such Issuing Lender on the Reimbursement Date in an amount equal to the amount
of such honored drawing, Company shall reimburse such Issuing Lender, on demand,
but no earlier than one Business Day following the Reimbursement Date, in an
amount in same day funds equal to the excess of the amount of such honored
drawing over the aggregate amount of such Working Capital Loans, if any, which
are so received. Nothing in this subsection 3.3B shall be deemed to relieve any
Working Capital Lender from its obligation to make Working Capital Loans on the
terms and conditions set forth in this Agreement, and Company shall retain any
and all rights it may have against any Working Capital Lender resulting from the
failure of such Lender to make such Working Capital Loans under this subsection
3.3B.


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     C. PAYMENT BY WORKING CAPITAL LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

          (i) PAYMENT BY WORKING CAPITAL LENDERS. In the event that Company
     shall fail for any reason to reimburse any Issuing Lender as provided in
     subsection 3.3B in an amount equal to the amount of any drawing honored by
     such Issuing Lender under a Letter of Credit issued by it, such Issuing
     Lender shall promptly notify each other Working Capital Lender of the
     unreimbursed amount of such honored drawing and of such other Working
     Capital Lender's respective participation therein based on such Working
     Capital Lender's Pro Rata Share. Each Working Capital Lender shall make
     available to such Issuing Lender an amount equal to its respective
     participation, in Dollars and in same day funds, at the office of such
     Issuing Lender specified in such notice, not later than 11:00 A.M. (Chicago
     time) on the first business day (under the laws of the jurisdiction in
     which such office of such Issuing Lender is located) after the date
     notified by such Issuing Lender. In the event that any Working Capital
     Lender fails to make available to such Issuing Lender on such business day
     the amount of such Working Capital Lender's participation in such Letter of
     Credit as provided in this subsection 3.3C, such Issuing Lender shall be
     entitled to recover such amount on demand from such Working Capital Lender
     together with interest thereon at the Federal Funds Effective Rate for
     three Business Days and thereafter at the Base Rate. Nothing in this
     subsection 3.3C shall be deemed to prejudice the right of any Working
     Capital Lender to recover from any Issuing Lender any amounts made
     available by such Working Capital Lender to such Issuing Lender pursuant to
     this subsection 3.3C in the event that it is determined by the final
     judgment of a court of competent jurisdiction that the payment with respect
     to a Letter of Credit by such Issuing Lender in respect of which payment
     was made by such Working Capital Lender constituted gross negligence or
     willful misconduct on the part of such Issuing Lender.

          (ii) DISTRIBUTION TO WORKING CAPITAL LENDERS OF REIMBURSEMENTS
     RECEIVED FROM COMPANY. In the event any Issuing Lender shall have been
     reimbursed by other Working Capital Lenders pursuant to subsection 3.3C(i)
     for all or any portion of any drawing honored by such Issuing Lender under
     a Letter of Credit issued by it, such Issuing Lender shall distribute to
     each other Working Capital Lender which has paid all amounts payable by it
     under subsection 3.3C(i) with respect to such honored drawing such other
     Working Capital Lender's Pro Rata Share of all payments subsequently
     received by such Issuing Lender from Company in reimbursement of such
     honored drawing when such payments are received. Any such distribution
     shall be made to a Working Capital Lender at its primary address set forth
     below its name on the appropriate signature page hereof or at such other
     address as such Working Capital Lender may request.

     D. INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

          (i) PAYMENT OF INTEREST BY COMPANY. Company agrees to pay to each
     Issuing Lender, with respect to drawings honored under any Letters of
     Credit issued by it, interest on the amount paid by such Issuing Lender in
     respect of each such honored drawing from the date such drawing is honored
     to but excluding the date such amount is reimbursed by Company (including
     any such reimbursement out of the proceeds of Working Capital Loans
     pursuant to subsection 3.3B) at a rate equal to (a) for the period from the
     date such drawing is honored to but excluding the Business Day following
     the Reimbursement Date, the rate then in effect under this Agreement with
     respect to Working Capital Loans that are Base Rate


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     Loans and (b) thereafter, a rate which is 2% per annum in excess of the
     rate of interest otherwise payable under this Agreement with respect to
     Working Capital Loans that are Base Rate Loans. Interest payable
     pursuant to this subsection 3.3D(i) shall be payable on demand or, if no
     demand is made, on the date on which the related drawing under a Letter
     of Credit is reimbursed in full.

          (ii) DISTRIBUTION OF INTEREST PAYMENTS BY ISSUING LENDER. Promptly
     upon receipt by any Issuing Lender of any payment of interest pursuant to
     subsection 3.3D(i) with respect to a drawing honored under a Letter of
     Credit issued by it, (a) such Issuing Lender shall distribute to each other
     Working Capital Lender, out of the interest received by such Issuing Lender
     in respect of the period from the date such drawing is honored to but
     excluding the date on which such Issuing Lender is reimbursed for the
     amount of such drawing (including any such reimbursement out of the
     proceeds of Working Capital Loans pursuant to subsection 3.3B), the amount
     that such other Working Capital Lender would have been entitled to receive
     in respect of the letter of credit fee that would have been payable in
     respect of such Letter of Credit for such period pursuant to subsection 3.2
     if no drawing had been honored under such Letter of Credit, and (b) in the
     event such Issuing Lender shall have been reimbursed by other Working
     Capital Lenders pursuant to subsection 3.3C(i) for all or any portion of
     such honored drawing, such Issuing Lender shall distribute to each other
     Working Capital Lender which has paid all amounts payable by it under
     subsection 3.3C(i) with respect to such honored drawing such other Working
     Capital Lender's Pro Rata Share of any interest received by such Issuing
     Lender in respect of that portion of such honored drawing so reimbursed by
     other Working Capital Lenders for the period from the date on which such
     Issuing Lender was so reimbursed by other Working Capital Lenders to but
     excluding the date on which such portion of such honored drawing is
     reimbursed by Company. Any such distribution shall be made to a Working
     Capital Lender at its primary address set forth below its name on the
     appropriate signature page hereof or at such other address as such Working
     Capital Lender may request.

3.4 OBLIGATIONS ABSOLUTE.

     The obligation of Company to reimburse each Issuing Lender for drawings
honored under the Letters of Credit issued by it and the obligations of Working
Capital Lenders under subsection 3.3C(i) shall be unconditional and irrevocable
and shall, to the fullest extent permitted under applicable law, be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including any of the following circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit;

          (ii) the existence of any claim, set-off, defense or other right which
     Company or any Working Capital Lender may have at any time against a
     beneficiary or any transferee of any Letter of Credit (or any Persons for
     whom any such transferee may be acting), any Issuing Lender or other Lender
     or any other Person or, in the case of a Lender, against Company, whether
     in connection with this Agreement, the transactions contemplated herein or
     any unrelated transaction (including any underlying transaction between
     Company or one of its Subsidiaries and the beneficiary for which any Letter
     of Credit was procured);


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

          (iv) payment by the applicable Issuing Lender under any Letter of
     Credit against presentation of a draft or other document which does not
     substantially comply with the terms of such Letter of Credit;

          (v) any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of Company or any
     of its Subsidiaries;

          (vi) any breach of this Agreement or any other Loan Document by any
     party thereto;

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing; or

          (viii) the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing;

PROVIDED, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question.

3.5 INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

     A. INDEMNIFICATION. In addition to amounts payable as provided in
subsection 3.6, Company hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel) which such Issuing Lender may incur
or be subject to as a consequence, direct or indirect, of (i) the issuance of
any Letter of Credit by such Issuing Lender, other than as a result of (a) the
gross negligence or willful misconduct of such Issuing Lender as determined by a
final judgment of a court of competent jurisdiction or (b) subject to the
following clause (ii), the wrongful dishonor by such Issuing Lender of a proper
demand for payment made under any Letter of Credit issued by it or (ii) the
failure of such Issuing Lender to honor a drawing under any such Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "GOVERNMENTAL ACTS").

     B. NATURE OF ISSUING LENDERS' DUTIES. As between Company and any Issuing
Lender, Company assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by such Issuing Lender by, the respective beneficiaries
of such Letters of Credit. In furtherance and not in limitation of the
foregoing, such Issuing Lender shall not be responsible for (except to the
extent of its gross negligence or willful misconduct): (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any such Letter
of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be


                                       83



invalid or ineffective for any reason; (iii) failure of the beneficiary of any
such Letter of Credit to comply fully with any conditions required in order to
draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of such Issuing
Lender, including any Governmental Acts, and none of the above shall affect or
impair, or prevent the vesting of, any of such Issuing Lender's rights or powers
hereunder.

     In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5B, any action
taken or omitted by any Issuing Lender under or in connection with the Letters
of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith, shall not put such Issuing Lender under any
resulting liability to Company.

     Notwithstanding anything to the contrary contained in this subsection 3.5,
Company shall retain any and all rights it may have against any Issuing Lender
for any liability arising solely out of the gross negligence or willful
misconduct of such Issuing Lender or, subject to subsection 3.4, the failure of
such Issuing Lender to make payment upon the proper presentation to it of
documents strictly complying with the terms of any Letter of Credit.

3.6 INCREASED COSTS AND TAXES RELATING TO LETTERS OF CREDIT.

     Subject to the provisions of subsection 2.7B (which shall be controlling
with respect to the matters covered thereby), in the event that any Issuing
Lender or Working Capital Lender shall determine (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto) that any law, treaty or governmental rule, regulation or order, or any
change therein or in the interpretation, administration or application thereof
(including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof (in the case of each
Lender listed on the signature pages hereof and in the case of any other Lender
if such change shall have affected a class of Lenders generally) or after the
date of the Assignment Agreement pursuant to which such Lender became a Lender
(in the case of any other Lender if such change shall not have affected a class
of Lenders generally), or compliance by any Issuing Lender or Working Capital
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law):

          (i) imposes, modifies or holds applicable any reserve (including any
     marginal, emergency, supplemental, special or other reserve), special
     deposit, compulsory loan, FDIC insurance or similar requirement in respect
     of any Letters of Credit issued by any Issuing Lender or participations
     therein purchased by any Working Capital Lender; or

          (ii) imposes any other condition (other than with respect to a Tax
     matter) on or affecting such Issuing Lender or Working Capital Lender (or
     its applicable lending or letter of credit office) regarding this Section 3
     or any Letter of Credit or any participation therein;


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and the result of any of the foregoing is to increase the cost to such Issuing
Lender or Working Capital Lender of agreeing to issue, issuing or maintaining
any Letter of Credit or agreeing to purchase, purchasing or maintaining any
participation therein or to reduce any amount received or receivable by such
Issuing Lender or Working Capital Lender (or its applicable lending or letter of
credit office) with respect thereto; then, in any case, Company shall pay to
such Issuing Lender or Working Capital Lender, within 15 days after receipt of
the statement referred to in the next sentence, such additional amount or
amounts as may be necessary to compensate such Issuing Lender or Working Capital
Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Issuing Lender or Working Capital Lender shall
deliver to Company a written statement, setting forth in reasonable detail the
basis for calculating the additional amounts owed to such Issuing Lender or
Working Capital Lender under this subsection 3.6, which statement shall be
conclusive and binding upon all parties hereto absent manifest error.

SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT

     The obligations of Lenders to make Loans and the issuance of Letters of
Credit hereunder are subject to the satisfaction of the following conditions:

4.1 CONDITIONS TO INITIAL LOANS.

     The obligations of Lenders to make the initial Loans made on the Closing
Date were, in addition to the conditions precedent specified in subsection 4.4,
subject to prior or concurrent satisfaction of the following conditions:

     A. LOAN PARTY DOCUMENTS. On or before the Closing Date, Company shall, and
shall cause Parent and Acquisition Co. to, deliver to Lenders (or to
Administrative Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender) the following with respect to Company or
such Loan Party, as the case may be, each, unless otherwise noted, dated the
Closing Date:

          (i) Certified copies of the Certificate or Articles of Incorporation
     of such Person, together with a good standing certificate from the
     Secretary of State of its jurisdiction of incorporation and each other
     state in which such Person does a material amount of business and is
     qualified as a foreign corporation to do business and, to the extent
     applicable and generally available, a certificate or other evidence of good
     standing as to payment of any applicable franchise or similar taxes from
     the appropriate taxing authority of each of such jurisdictions, each dated
     a recent date prior to the Closing Date;

          (ii) Copies of the Bylaws of such Person, certified as of the Closing
     Date by an Authorized Officer of such Person or such Person's corporate
     secretary or assistant secretary;

          (iii) Resolutions of the Board of Directors of such Person approving
     and authorizing the execution, delivery and performance of the Loan
     Documents and the Related Agreements to which it is a party, and the
     consummation of the transactions contemplated by the foregoing, certified
     as of the Closing Date by an Authorized Officer of such Person or such
     Person's corporate secretary or assistant secretary as being in full force
     and effect without modification or amendment;


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          (iv) Signature and incumbency certificates with respect to each
     Authorized Officer of such Person executing any Loan Document or authorized
     to execute any notice, request or other document that may be delivered
     pursuant thereto;

          (v) Executed originals of the Credit Agreement, any Notes requested by
     any Lender at least one Business Day prior to the Closing Date, the Parent
     Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement,
     the Acquisition Co. Guaranty, the Collateral Account Agreement and the
     Investment Account Agreement; and

          (vi) Such other documents as Agents may reasonably request.

     B. PARENT CAPITALIZATION. Parent shall have received gross proceeds of not
less than $65,000,000 from the sales of its common stock to DLJMB and its
Subsidiaries and not less than $34,000,000 in gross proceeds from the sale of
the Parent P-I-K Securities and Parent shall have contributed all such proceeds
to Finance Co. as common equity.

     C. SUBORDINATED DEBT; CAPITAL CONTRIBUTIONS. Finance Co. shall have
received gross proceeds of not less than $100,000,000 from the sale of the
Senior Subordinated Bridge Notes or the Senior Subordinated Notes.

     Finance Co. shall have contributed a portion of the proceeds received from
Parent from the issuance and the sale of its common stock and the Parent PIK
Securities, and the proceeds from the issuance and sale of the Senior
Subordinated Bridge Notes or the Senior Subordinated Notes, as the case may be,
together with the proceeds of the Term Loans made on the Closing Date, to
Acquisition Co. and shall have made a loan to DAH with the balance of such
proceeds, other than proceeds of Tranche B Term Loans deposited into the
Investment Accounts, if any, and proceeds applied to pay transaction costs on
the Closing Date, such loan to be evidenced by the Intercompany Notes which
shall be pledged by Company to Administrative Agent pursuant to the Finance Co.
Pledge Agreement), to be applied by DAH to repay in full the Existing DAH Debt
(together with accrued interest and fees thereon and expenses incurred in
connection therewith). To the extent the proceeds of the Tranche B Term Loans
are not so utilized on the Closing Date, the excess proceeds shall be deposited
by Company into the Investment Accounts pursuant to the Investment Account
Agreement and invested in Cash Equivalents specified in the Investment Account
Agreement as directed by Company until the Merger Date.

     D. TENDER OFFER MATTERS.

          (i) TENDER OFFER MATERIALS. Agents shall have received copies of all
     Tender Offer Materials and other documents in connection therewith filed
     with the Securities and Exchange Commission and the Tender Offer Materials
     shall be reasonably satisfactory in form and substance to Agents and
     Requisite Lenders (it being understood that the Tender Offer Materials as
     in effect on August 28, 1998 are so satisfactory).

          (ii) MERGER AGREEMENT IN FULL FORCE AND EFFECT. Agents shall have
     received copies of the Merger Agreement and the Merger Agreement shall be
     in full force and effect and no provision thereof shall have been modified
     or waived in any material respect (including, without limitation, any
     increase in the price to be paid for the DAH Common Stock to an amount in
     excess of $23.00 per share after the date hereof), in each case without the
     consent of Agents and Requisite Lenders, such consent not to be
     unreasonably withheld.


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          (iii) CONSUMMATION OF TENDER OFFER; MINIMUM SHARES. Contemporaneously
     with the application of the proceeds of the initial Loans to be made on the
     Closing Date, the Tender Offer shall have been consummated in all material
     respects in accordance with the Tender Offer Materials and no condition to
     the Tender Offer shall have been waived without the consent of Agents. Not
     less than the Minimum Shares shall have been tendered and accepted for
     payment in the Tender Offer; the depository shall have delivered a
     certificate as to the number of shares of DAH Common Stock being held by it
     that have been validly tendered and not withdrawn as of the Closing Date
     and Company shall have delivered an Officer's Certificate as to the total
     number of shares of DAH Common Stock outstanding on a fully diluted basis
     as of the Closing Date.

          (iv) USE OF OTHER FUNDS. Acquisition Co. shall have deposited with the
     depository not less than the purchase price for the DAH Common Stock to be
     purchased in the Tender Offer in immediately available funds
     contemporaneously with the application of the Term Loans to be made on the
     Closing Date.

          (v) OFFICER'S CERTIFICATES. Agents shall have an Officer's Certificate
     from Company to the effect that, to the best knowledge of Company, the
     representations and warranties of Acquisition Co. and DAH in the Merger
     Agreement are true, correct and complete in all material respects on and as
     of the date thereof. Agents shall have received Officer's Certificates from
     Company to the effect that (a) the Merger Agreement is in full force and
     effect and no provision thereof has been modified or waived in any respect
     without the consent of Agents and Requisite Lenders and (b) to the best
     knowledge of Company, each of the parties to the Merger Agreement has
     complied with all agreements and conditions contained in the Merger
     Agreement and any agreements or documents referred to therein required to
     be performed or complied with by each of them on or before the Closing Date
     and none of such Persons are in default in their performance or compliance
     with any of the terms or provisions thereof.

          (vi) NO MATERIAL LITIGATION. Except as set forth on Schedule 5.6 there
     shall be no material litigation pending which challenges the Tender Offer
     or the Merger in any respect.

          (vii) REPAYMENT OF EXISTING DAH DEBT. Contemporaneously with the
     application of the proceeds of the Loans to be made on the Closing Date,
     (a) Company shall have made an advance to DAH in an amount sufficient to,
     and DAH and its Subsidiaries shall have used the proceeds of such advance
     to, repay in full all Existing DAH Debt and Transaction Costs payable by
     DAH, (b) DAH and its Subsidiaries shall have terminated any commitments to
     lend or make other extensions of credit under the Existing DAH Debt and (c)
     DAH and its Subsidiaries shall have taken all action necessary to terminate
     or release all Liens securing the Existing DAH Debt in connection
     therewith, in each case on terms satisfactory to the Agents, or
     arrangements satisfactory to the Agents for the making of such advance, the
     repayment of such Existing DAH Debt, the termination of such commitments
     and the release of such Liens shall have been made. There shall be no
     existing Indebtedness of Company or its Subsidiaries outstanding after
     consummation of the Closing Date transactions other than Indebtedness
     permitted under subsection 7.1.

          (viii) COMPLIANCE WITH LAWS. The making of the Loans requested on the
     Closing Date shall not violate Regulation U or Regulation X of the Board of
     Governors of the Federal Reserve System.


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     E. RELATED AGREEMENTS. The Agents shall have received copies of the Related
Agreements in effect on the Closing Date. No provision of the Senior
Subordinated Bridge Note Agreement or the Senior Subordinated Note Indenture, as
the case may be, shall have been amended, modified or waived, from the most
recent version thereof provided to the Agents prior to their execution hereof,
in any respect determined by Agents to be material without the consent of Agents
and Requisite Lenders, except in accordance with subsection 7.15.

     F. SECURITY INTERESTS IN SHARES OF FINANCE CO. AND ACQUISITION CO. Agents
shall have received evidence satisfactory to each of them that Parent and
Company shall have taken or caused to be taken all such actions, executed and
delivered or caused to be made all such filings and agreements, documents and
instruments, and made or caused to be made all such filings and recordings that
may be necessary or, in the opinion of Agents, desirable in order to create in
favor of Administrative Agent, for the benefit of Lenders, a valid and perfected
First Priority security interest in all outstanding shares of the Finance Co.
and Acquisition Co. pursuant to the Parent Pledge Agreement and the Finance Co.
Pledge Agreement, respectively. Such actions shall include the following:

          (i) SCHEDULES TO COLLATERAL DOCUMENTS. Delivery to Administrative
     Agent of accurate and complete schedules to all of the applicable
     Collateral Documents; and

          (ii) STOCK CERTIFICATES AND INSTRUMENTS. Delivery to Administrative
     Agent of (a) certificates (which certificates shall be accompanied by
     irrevocable undated stock powers, duly endorsed in blank and otherwise
     satisfactory in form and substance to Agents) representing all capital
     stock pledged pursuant to the Parent Pledge Agreement and the Finance Co.
     Pledge Agreement and (b) all promissory notes or other instruments (duly
     endorsed, where appropriate, in a manner satisfactory to Agents) evidencing
     any Collateral.

     G. NO MATERIAL ADVERSE CHANGE. No material adverse change in the financial
condition, operations, assets, business, properties or prospects of DAH and its
Subsidiaries (excluding Avtech and its Subsidiaries), taken as a whole, since
December 31, 1997, and of Avtech and its Subsidiaries, taken as a whole, since
September 30, 1997, shall have occurred. There shall exist no pending or
threatened material litigation, proceedings or investigations which could
reasonably be expected to have a Material Adverse Effect.

     H. LIEN SEARCHES. Delivery to Administrative Agent of the results of a
recent search of all effective UCC financing statements and fixture filings and
all judgment and tax lien filings which may have been made with respect to any
personal or mixed property of DAH and any of its Domestic Subsidiaries, together
with copies of all such filings disclosed by such search.

     I. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have received (i)
originally executed copies of one or more favorable written opinions of Davis
Polk & Wardwell, special New York counsel for Loan Parties, and of Spolin &
Silverman, counsel for Loan Parties, dated as of the Closing Date in the form of
EXHIBIT X-1 and X-2 annexed hereto and as to such other matters as Agents acting
on behalf of Lenders may reasonably request.

     J. OPINIONS OF SYNDICATION AGENT'S COUNSEL. Lenders shall have received
originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Syndication Agent, dated as of the Closing
Date, substantially in the form of EXHIBIT XI annexed


                                       88


hereto and as to such other matters as Syndication Agent acting on behalf of
Lenders may reasonably request.

     K. SOLVENCY CERTIFICATE. Company shall have delivered to Arranger and
Agents a Solvency Certificate dated the Closing Date.

     L. REPRESENTATIONS AND WARRANTIES. Company shall have delivered to Agents
an Officer's Certificate, in form and substance reasonably satisfactory to
Agents, to the effect that the representations and warranties in Section 5
hereof are true, correct and complete in all material respects on and as of the
Closing Date to the same extent as though made on and as of that date (or, to
the extent such representations and warranties specifically relate to an earlier
date, that such representations and warranties were true, correct and complete
in all material respects on and as of such earlier date).

     M. NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS; EXPIRATION OF
WAITING PERIODS, ETC. Company shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are
necessary or advisable in connection with all transactions contemplated by the
Loan Documents and each of the foregoing shall be in full force and effect, in
each case other than those the failure to obtain or maintain which, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. All applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority which
would restrain, prevent or otherwise impose adverse conditions on all
transactions contemplated by the Loan Documents. No action, request for stay,
petition for review or rehearing, reconsideration, or appeal with respect to any
of the foregoing shall be pending.

     N. FINANCIAL STATEMENTS. Lenders shall have received (i) unaudited
financial statements of DAH and its Subsidiaries for the Fiscal Quarter ended
June 30, 1998, (ii) pro forma consolidated balance sheets of DAH and its
Subsidiaries as of June 30, 1998, giving pro forma effect to the Closing Date
transactions and the Merger and (iii) projected financial statements (including
balance sheets and statements of operations and cash flows) of DAH and its
Subsidiaries through and including December 31, 2005.

     O. FEES. Company shall have paid to Agents, Lenders and Arranger the fees
payable on the Closing Date.

     P. COMPLETION OF PROCEEDINGS. All documents executed or submitted pursuant
hereto by or on behalf of Company or any of its Subsidiaries or any other Loan
Parties shall be reasonably satisfactory in form and substance to Agents and
their counsel; Agents and their counsel shall have received all information,
approvals, opinions, documents or instruments that Agents or their counsel shall
have reasonably requested.

     Each Lender hereby agrees that by its execution and delivery of its
signature page hereto and by the funding of its Loans to be made on the Closing
Date, such Lender approves of and consents to each of the matters set forth in
this subsection 4.1 which must be approved by, or satisfactory to, Requisite
Lenders, provided that, in the case of any agreement or document which must be
approved by, or which must be satisfactory to, Requisite Lenders, a copy of such
agreement or document shall have been delivered to such Lender on or prior to
the Closing Date.


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4.2 CONDITIONS TO LOANS MADE ON MERGER DATE.

     The obligations of Lenders to make the Loans made on the Merger Date were,
in addition to the conditions precedent specified in subsection 4.4 (to the
extent applicable in the case of such Loans), subject to the prior or concurrent
satisfaction of the following conditions:

     A. DAH DOCUMENTS. On or before the Merger Date, Company shall, or shall
cause DAH and its Domestic Subsidiaries to, as the case may be, deliver to
Lenders (or to Administrative Agent for Lenders with sufficient originally
executed copies, where appropriate, for each Lender) the following, each, unless
otherwise noted, dated the Merger Date:

          (i) Certified copies of the Certificate or Articles of Incorporation
     of each of DAH and its Domestic Subsidiaries, together with a good standing
     certificate from the Secretary of State of its jurisdiction of
     incorporation and each other state in which DAH or any of its Domestic
     Subsidiaries does a material amount of business and is qualified as a
     foreign corporation to do business and, to the extent applicable and
     generally available, a certificate or other evidence of good standing as to
     payment of any applicable franchise or similar taxes from the appropriate
     taxing authority of each of such jurisdictions, each dated a recent date
     prior to the Merger Date;

          (ii) Copies of the Bylaws of each of DAH and its Domestic
     Subsidiaries, certified as of the Merger Date by an Authorized Officer of
     such Person or such Person's corporate secretary or an assistant secretary;

          (iii) Resolutions of the Board of Directors of DAH and its Domestic
     Subsidiaries approving and authorizing the execution, delivery and
     performance of the Loan Documents to which it is a party and the
     consummation of the transactions contemplated by the foregoing, each
     certified as of the Merger Date by an Authorized Officer of such Person or
     the corporate secretary or an assistant secretary of such Person as being
     in full force and effect without modification or amendment;

          (iv) Signature and incumbency certificates of the officers of DAH and
     its Domestic Subsidiaries executing the Loan Documents to which it is a
     party or authorized to execute any notice, request or other document that
     may be delivered pursuant thereto;

          (v) Originals of the DAH Pledge Agreement, the Security Agreement, the
     Subsidiary Guaranty and the Subsidiary Pledge Agreements, executed by
     Company and each of its Domestic Subsidiaries; and

          (vi) Such other documents as Agent may reasonably request at least one
     Business Day prior to the Merger Date.

     B. SATISFACTION OF CONDITIONS IN SUBSECTION 4.1. Lenders shall have made
the initial Loans on the Closing Date.


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     C. CONSUMMATION OF MERGER.

          (i) All conditions to the Merger set forth in the Merger Agreement as
     in effect on the Merger Date shall have been satisfied or the fulfillment
     of any such conditions shall have been waived with the consent of Agents
     and Requisite Lenders;

          (ii) the Merger shall have become effective in accordance with the
     terms of the Merger Agreement and the Delaware General Corporation Law;

          (iii) Administrative Agent shall have received satisfactory evidence
     of the filing of the documents with the Secretary of State of the State of
     Delaware effecting the Merger on the Merger Date;

          (iv) the aggregate cash consideration for the shares of DAH Common
     Stock to be acquired in any manner whatsoever in connection with the Tender
     Offer and the Merger shall not exceed $182,100,000;

          (v) Transaction Costs incurred as of the Merger Date (including any
     such amounts incurred on or before the Closing Date) shall not exceed
     $16,300,000;

          (vi) Administrative Agent shall have received satisfactory evidence
     that the Second Merger will occur immediately after the Merger on the
     Merger Date; and

          (vii) Administrative Agent shall have received an Officers'
     Certificate of Company to the effect set forth in clauses (i)-(vi) above.

     D. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. To the extent not
otherwise satisfied pursuant to subsection 4.1F, Administrative Agent shall have
received evidence satisfactory to each of them that Company and Subsidiary
Guarantors shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (iii), (iv)
and (v) below) that may be necessary or, in the opinion of Agents, desirable in
order to create in favor of Administrative Agent, for the benefit of Lenders, a
valid and (upon such filing and recording) perfected First Priority security
interest in the entire personal and mixed property Collateral. Such actions
shall include the following:

          (i) SCHEDULES TO COLLATERAL DOCUMENTS. Delivery to Administrative
     Agent of accurate and complete schedules to all of the applicable
     Collateral Documents;

          (ii) STOCK CERTIFICATES AND INSTRUMENTS. Delivery to Administrative
     Agent of (a) certificates (which certificates shall be accompanied by
     irrevocable undated stock powers, duly endorsed in blank and otherwise
     satisfactory in form and substance to Agents) representing all capital
     stock pledged pursuant to the DAH Pledge Agreement and the Subsidiary
     Pledge Agreements and (b) all promissory notes or other instruments (duly
     endorsed, where appropriate, in a manner satisfactory to Agents) evidencing
     any Collateral;

          (iii) UCC FINANCING STATEMENTS AND FIXTURE FILINGS. Delivery to
     Administrative Agent of UCC financing statements and, where appropriate,
     fixture filings, duly executed by


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     Company or any Subsidiary Guarantor, as applicable, with respect to all
     personal and mixed property Collateral of such Loan Party, for filing in
     all jurisdictions as may be necessary or, in the opinion of Administrative
     Agent, desirable to perfect the security interests created in such
     Collateral pursuant to the Collateral Documents; and

          (iv) OPINIONS OF LOCAL COUNSEL. Delivery to Agents of an opinion of
     counsel (which counsel shall be reasonably satisfactory to Agents) under
     the laws of the states of California, Washington, Arkansas and Pennsylvania
     with respect to the creation and perfection of the security interests in
     favor of Administrative Agent in such Collateral, in each case in form and
     substance reasonably satisfactory to Agents dated as of the Merger Date and
     setting forth substantially the matters in the form of opinion annexed
     hereto as EXHIBIT XXV.

     E. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders and their respective
counsel shall have received (i) originally executed copies of a written opinion
of Davis Polk & Wardwell, special New York counsel for Loan Parties, and Spolin
& Silverman, counsel for Loan Parties, in form and substance reasonably
satisfactory to Agents and Lenders, dated as of the Merger Date and setting
forth substantially the matters in the opinions designated in EXHIBITS XXIV-1
and XXIV-2 annexed hereto.

     F. COMPANY SHALL HAVE PAID TO AGENTS, LENDERS AND ARRANGER THE FEES PAYABLE
ON THE MERGER DATE.

4.3 CONDITIONS TO ACQUISITION LOANS.

     The obligation of Acquisition Lenders to make Acquisition Loans on each
Funding Date are subject to the following further condition precedent that
Company delivers a Permitted Acquisition Compliance Certificate and is otherwise
in compliance subsection 7.7(vi).

4.4 CONDITIONS TO LOANS MADE ON EACH FUNDING DATE.

     The obligations of Lenders to make Loans on each Funding Date (other than,
as to subsection B below, any Tranche A Term Loans made on the Merger Date) are
subject to the following further conditions precedent:

     A. Administrative Agent shall have received, in accordance with the
provisions of subsection 2.1B, an executed Notice of Borrowing signed by an
Authorized Officer of Company.

     B. AS OF THAT FUNDING DATE:

          (i) The representations and warranties contained herein and in the
     other Loan Documents (other than, at any Funding Date other than the
     Closing Date, any such representations and warranties in subsection 5.2, to
     the extent they relate to the Related Agreements) shall be true, correct
     and complete in all material respects on and as of that Funding Date to the
     same extent as though made on and as of that date, except to the extent
     such representations and warranties specifically relate to an earlier date,
     in which case such representations and warranties shall have been true,
     correct and complete in all material respects on and as of such earlier
     date; and


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          (ii) No event shall have occurred and be continuing or would result
     from the consummation of the borrowing contemplated by such Notice of
     Borrowing that would constitute an Event of Default or a Potential Event of
     Default.

4.5 CONDITIONS TO LETTERS OF CREDIT.

     The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

     A. On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the initial Loans shall have been made.

     B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), a Notice of Issuance of Letter of Credit signed by an
Authorized Officer of Company, together with all other information specified in
subsection 3.1B(i) and such other documents or information as the applicable
Issuing Lender may reasonably require in connection with the issuance of such
Letter of Credit.

     C. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.4B shall be satisfied to the same extent as
if the issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.

4.6 CONDITIONS TO THE FIRST ADDITIONAL TRANCHE B TERM LOANS.

     The conditions to the obligations of the Tranche B Term Loan Lenders to
make First Additional Tranche B Term Loans are set forth in the First Amendment.

4.7 CONDITIONS TO THE SECOND ADDITIONAL TRANCHE B TERM LOANS.

     The conditions to the obligations of the Tranche B Term Loan Lenders to
make Second Additional Tranche B Term Loans are set forth in the April 1999
Amendment Agreement.

4.8 CONDITIONS TO THE ADDITIONAL TRANCHE A TERM LOANS AND TRANCHE D TERM LOANS.

     The conditions to the obligations of the Tranche A Term Loan Lenders to
make Additional Tranche A Term Loans and the Tranche D Term Loan Lenders to make
Tranche D Term Loans are set forth in the December 1999 Amendment Agreement.

4.9 CONDITIONS TO THE SECOND ADDITIONAL TRANCHE A TERM LOANS AND THE ADDITIONAL
TRANCHE D TERM LOANS.

     The conditions to the obligations of Tranche A Term Loan Lenders having
Second Additional Tranche A Term Loan Commitments to make Second Additional
Tranche A Term Loans and the Tranche D Term Loan Lenders having Additional
Tranche D Term Loan Commitments to make Additional Tranche D Term Loans are set
forth in the May 2000 Amendment Agreement.

SECTION 5. COMPANY'S REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders and the Agents to enter into this Agreement and
to make the Loans, to induce Issuing Lenders to issue Letters of Credit and to
induce other Lenders to


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purchase participations therein, Company represents and warrants to each Lender
and the Agents, on the Closing Date, on each Funding Date and on the date of
issuance of each Letter of Credit, that the following statements are true,
correct and complete:

5.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
SUBSIDIARIES.

     A. ORGANIZATION AND POWERS. Each Loan Party is a corporation or partnership
duly organized, validly existing and, to the extent applicable, in good standing
under the laws of its jurisdiction of incorporation or organization as specified
in Schedule 5.1 annexed hereto except to the extent that the failure to be in
good standing has not had and will not have a Material Adverse Effect. Each Loan
Party has all requisite corporate or partnership power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents and the Related
Agreements to which it is a party and to carry out the transactions contemplated
thereby.

     B. QUALIFICATION AND GOOD STANDING. Each Loan Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and will not have a Material Adverse Effect.

     C. SUBSIDIARIES. All of the Subsidiaries of Company as of the Closing Date,
after giving effect to the consummation of the Tender Offer and pro forma effect
to the consummation of the Merger and the Second Merger, are identified in
SCHEDULE 5.1 annexed hereto, as said SCHEDULE 5.1 may be supplemented from time
to time pursuant to the provisions of subsection 6.1(xii). Each of the
Subsidiaries of Company identified in SCHEDULE 5.1 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 its respective jurisdiction of
incorporation or organization set forth therein, has all requisite corporate
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, and is qualified to
do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, in each
case except where failure to be so qualified or in good standing or a lack of
such corporate power and authority has not had and will not have a Material
Adverse Effect. Schedule 5.1 correctly sets forth the ownership interest of
Company and each of its Subsidiaries as of the Closing Date, after giving effect
to the consummation of the Tender Offer and pro forma effect to the consummation
of the Merger and the Second Merger, in each of the Subsidiaries of Company
identified therein.

5.2 AUTHORIZATION OF BORROWING, ETC.

     A. AUTHORIZATION OF BORROWING. The execution, delivery and performance of
the Loan Documents and the Related Agreements have been duly authorized by all
necessary actions on the part of each Loan Party that is a party thereto.

     B. NO CONFLICT. The execution, delivery and performance by Loan Parties of
the Loan Documents and the Related Agreements and the consummation of the
transactions contemplated by the Loan Documents and the Related Agreements do
not and will not (i) violate any provision of (x) any law or any governmental
rule or regulation applicable to Company or any of its Subsidiaries where such
violations in the aggregate have had or could reasonably be expected to have a
Material Adverse Effect, (y) the Certificate or the Articles of Incorporation or
Bylaws of Company or any of


                                       94


Company's Subsidiaries or (z) any order, judgment or decree of any court or
other agency of government binding on Company or any of Company's Subsidiaries
where such violations in the aggregate have had or could reasonably be expected
to have a Material Adverse Effect, (ii) conflict with, result in a breach of or
constitute a default under any Contractual Obligation of Company or any of its
Subsidiaries where such conflict, breach or default in the aggregate have had or
could reasonably be expected to have a Material Adverse Effect, (iii) result in
or require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of Company's Subsidiaries (other than any Liens created
under any of the Loan Documents in favor of Administrative Agent on behalf of
Lenders), or (iv) require any approval of or consent of any Person under any
Contractual Obligation of Company or any of Company's Subsidiaries, except for
such approvals or consents which will be obtained on or before the Merger Date
or such approvals or consents the failure of which to obtain has not had and
could not reasonably be expected to have a Material Adverse Effect.

     C. GOVERNMENTAL CONSENTS. The execution, delivery and performance by Loan
Parties of the Loan Documents and the Related Agreements and the consummation of
the transactions contemplated by the Loan Documents and the Related Agreements
do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body other than any such registrations,
consents, approvals, notices or other actions (x) that have been made, obtained
or taken on or prior to the date on which such registrations, consents,
approvals, notices or other actions are required to be made, obtained or taken,
as the case may be, and are in full force and effect or (y) the failure of which
to make, obtain or take has not had and could not reasonably be expected to have
a Material Adverse Effect.

     D. BINDING OBLIGATION. Each of the Loan Documents and the Related
Agreements has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

5.3 FINANCIAL CONDITION.

     Company has heretofore delivered to Lenders, at Lenders' request, the
following financial statements and information: (i) the audited consolidated
balance sheets of DAH and its Subsidiaries as at December 31, 1997 and 1996, and
the related consolidated statements of income, stockholders' equity and cash
flows of DAH and its Subsidiaries for the Fiscal Years ended December 31, 1997,
1996 and 1995, (ii) the unaudited consolidated balance sheet of DAH and its
Subsidiaries as of June 30, 1998 and the related unaudited consolidated
statements of income, stockholders' equity and cash flows of DAH and its
Subsidiaries for the six months then ended and (iii) the audited consolidated
balance sheets of Avtech Corporation and its Subsidiaries as at September 30,
1997 and 1996, and the related consolidated statements of income, stockholders'
equity and cash flows of Avtech Corporation and its Subsidiaries for the fiscal
years ended September 30, 1997, 1996, and 1995, and (iv) the unaudited
consolidated balance sheet of Avtech Corporation and its Subsidiaries as of June
25, 1998 and the related unaudited consolidated statements of income,
stockholders' equity and cash flows of Avtech Corporation and its Subsidiaries
for the period since October 1, 1997 then ended. All such statements were
prepared in conformity


                                       95



with GAAP and fairly present, in all material respects, the financial position
(on a consolidated basis) of the entities described in such financial statements
as at the respective dates thereof and the results of operations and cash flows
(on a consolidated basis) of the entities described therein for each of the
periods then ended, subject, in the case of any such unaudited financial
statements, to no footnote disclosure and changes resulting from normal year-end
adjustments.

5.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

     Since December 31, 1997, no event or change has occurred which constitutes,
either in any case or in the aggregate, a Material Adverse Effect. Neither
Company nor any of its Subsidiaries has directly or indirectly declared,
ordered, paid or made, or set apart any sum or property for, any Restricted
Junior Payment except as permitted by subsection 7.5.

5.5 TITLE TO PROPERTIES; LIENS; REAL PROPERTY.

     A. TITLE TO PROPERTIES; LIENS. Except to the extent that failure to do so
has not had and could not reasonably be expected to have a Material Adverse
Effect, Company and its Subsidiaries have (i) good, sufficient and legal title
to (in the case of fee interests in real property), (ii) valid leasehold
interests in (in the case of leasehold interests in real or personal property),
or (iii) good title to (in the case of all other personal property), all of
their respective properties and assets. Except as permitted by this Agreement,
all such properties and assets are free and clear of Liens.

     B. REAL PROPERTY. As of the Closing Date, SCHEDULE 5.5 annexed hereto
contains a true, accurate and complete list of (i) all real property owned by
Company or any Domestic Subsidiary and (ii) all material leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each Real Property Asset of any
Loan Party, regardless of whether such Loan Party is the landlord or tenant
(whether directly or as an assignee or successor in interest) under such lease,
sublease or assignment.

5.6 LITIGATION; ADVERSE FACTS.

     Except as set forth in SCHEDULE 5.6 annexed hereto, there are no actions,
suits, proceedings, arbitrations or governmental investigations (whether or not
purportedly on behalf of Company or any of its Subsidiaries) at law or in
equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign (including any Environmental Claims) that are pending or, to the
knowledge of Company, threatened against or affecting Company or any of its
Subsidiaries or any property of Company or any of its Subsidiaries and that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect or could reasonably be expected to prevent or unduly
delay the Merger or the consummation of the Tender Offer. Neither Company nor
any of its Subsidiaries is in violation of any applicable laws (including
Environmental Laws) which violations, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

5.7 PAYMENT OF TAXES.

     Except to the extent permitted by subsection 6.3, all tax returns and
reports of Company and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes shown on such tax returns to be due and payable
and all assessments, fees and other governmental charges upon Company and its
Subsidiaries and upon their respective properties,


                                       96



assets, income, businesses and franchises which are due and payable have been
paid when due and payable, except any such taxes or charges which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been established.

5.8 GOVERNMENTAL REGULATION.

     Neither Company nor any of its Subsidiaries is subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940.

5.9 SECURITIES ACTIVITIES.

     Neither Company nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.

5.10 EMPLOYEE BENEFIT PLANS.

     A. Company, each of its Subsidiaries and each of their respective ERISA
Affiliates are in substantial compliance with all applicable material provisions
and requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan except to the extent that any
such noncompliance or nonperformance could not reasonably be expected to have a
Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify
under Section 401(a) of the Internal Revenue Code is so qualified except as
could not reasonably be expected to have a Material Adverse Effect.

     B. No ERISA Event has occurred or is reasonably expected to occur that
could reasonably be expected to result in a Material Adverse Effect.

     C. Except to the extent required under Section 4980B of the Internal
Revenue Code, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates, except as could not reasonably be expected to result in a Material
Adverse Effect.

     D. As of the most recent valuation date for any Pension Plan, the amount of
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities) could not reasonably be expected to have a Material Adverse
Effect.

     E. As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of Company, its
Subsidiaries and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA could not reasonably be expected to have a Material Adverse Effect.


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5.11     ENVIRONMENTAL PROTECTION.

                  Except as set forth in SCHEDULE 5.11 annexed hereto and except
as to matters that, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect:

                  (i) neither Company nor any of its Subsidiaries nor any of
         their respective Facilities or operations are subject to any
         outstanding written order, consent decree or settlement agreement with
         any Person relating to (a) any current Environmental Law, (b) any
         Environmental Claim, or (c) any Hazardous Materials Activity;

                  (ii) neither Company nor any of its Subsidiaries has received
         any letter or request for information under Section 104 of the
         Comprehensive Environmental Response, Compensation, and Liability Act
         (42 U.S.C. Section 9604) or any comparable state law;

                  (iii) there are and, to Company's knowledge, have been no
         conditions, occurrences, or Hazardous Materials Activities at the
         Facilities or otherwise relating to the operation of the Company or any
         of its Subsidiaries which could reasonably be expected to form the
         basis of an Environmental Claim against Company or any of its
         Subsidiaries;

                  (iv) neither Company's nor its Subsidiaries' operations
         involve the transportation, storage or disposal of Hazardous
         Materials so as to require a permit for such operations under RCRA
         Part B (42 U.S.C. Section 6925 and 40 C.F.R. 270.1 et seq.) or
         involve transporting hazardous materials generated by a third party
         for disposal; and

                  (v) compliance with all current requirements pursuant to or
         under Environmental Laws will not, individually or in the aggregate,
         have a reasonable possibility of giving rise to a Material Adverse
         Effect.

5.12     EMPLOYEE MATTERS.

                  There is no strike or work stoppage in existence or threatened
affecting Company or any of its Subsidiaries that could reasonably be expected
to have a Material Adverse Effect.

5.13     SOLVENCY.

                  On the Closing Date and on the Merger Date, after giving
effect to the consummation of the Tender Offer and the Mergers, respectively,
each Loan Party is Solvent.

5.14     MATTERS RELATING TO COLLATERAL.

         A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and
delivery of the Collateral Documents by Loan Parties, together with actions
taken pursuant to subsections 4.1F, 4.2F, 4.2G, 6.8 and 6.9 are effective or, in
the case of subsections 4.2F and 4.2G as of the Merger Date, will be effective,
or in the case of subsections 6.8 and 6.9 at the time of the taking of such
actions, will be effective, once taken, to create in favor of Administrative
Agent for the benefit of Lenders, as security for the respective Secured
Obligations (as defined in the applicable Collateral Document in respect of any
Collateral), a valid and perfected First Priority Lien on the Collateral covered
thereby.


                                       98


         B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for either (i) the pledge or grant by any Loan Party
of the Liens purported to be created in favor of Administrative Agent pursuant
to any of the Collateral Documents or (ii) the exercise by Administrative Agent
of any rights or remedies in respect of any Collateral (whether specifically
granted or created pursuant to any of the Collateral Documents or created or
provided for by applicable law), except for filings or recordings contemplated
by subsection 5.14A and except as may be required, in connection with the
disposition of any Pledged Collateral, by laws generally affecting the offering
and sale of securities.

         C. ABSENCE OF THIRD-PARTY FILINGS. On and after the Closing Date,
except (a) such as may have been filed in favor of Administrative Agent or with
respect to Liens permitted by this Agreement or (b) precautionary filings in
respect of operating leases, (i) no effective UCC financing statement, fixture
filing or other instrument similar in effect covering all or any part of the
Collateral is on file in any filing or recording office and (ii) no effective
filing covering all or any part of the IP Collateral is on file in the PTO, in
each case other than filings in respect of which Administrative Agent shall have
received appropriate termination statements or releases.

         D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant to
the Collateral Documents does not violate Regulation U or X of the Board of
Governors of the Federal Reserve System.

         E. INFORMATION REGARDING COLLATERAL. All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to all Collateral) is
accurate and complete in all material respects.

5.15     DISCLOSURE.

         A. LOAN DOCUMENTS. No representation or warranty of any Loan Party
contained in any Loan Document or in any other document, certificate or written
statement furnished to Lenders by or on behalf of Company or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to Company, in the case of any document not furnished by
it) necessary in order to make the statements contained herein or therein not
materially misleading in light of the circumstances in which the same were made.
Any term or provision of this Section to the contrary notwithstanding, insofar
as any of the representations and warranties described above includes
assumptions, estimates, projections or opinions, no representation or warranty
is made herein with respect thereto; PROVIDED, HOWEVER, that to the extent any
such assumptions, estimates, projections or opinions are based on factual
matters, Company has reviewed such factual matters and nothing has come to its
attention in the context of such review which would lead it to believe that such
factual matters were not or are not true and correct in all material respects or
that such factual matters omit to state any material fact necessary to make such
assumptions, estimates, projections or opinions not misleading in any material
respect.

         B. TENDER OFFER MATERIALS. The Tender Offer Materials, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact (known to Company or any of its Subsidiaries, in the case of any
document not furnished by it) necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which the same were made.


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5.16     YEAR 2000 COMPLIANCE.

                  Company has (i) initiated a review and assessment of its and
its Subsidiaries' business and operations (including those affected by suppliers
and vendors) that Company believes could be adversely affected by the "Year 2000
Problem" (that is, the risk that computer applications used by Company or
Subsidiaries may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem
on a timely basis, and (iii) to date, implemented that plan substantially in
accordance with that timetable. Company believes that its own computer
applications that are material to its or its Subsidiaries' business and
operations will on a timely basis be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000 (that is, be "Year 2000
compliant") except to the extent that a failure to do so could not reasonably be
expected to have Material Adverse Effect.

SECTION 6.        COMPANY'S AFFIRMATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Company shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 6.

6.1      FINANCIAL STATEMENTS AND OTHER REPORTS.

                  Company will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. Company will deliver to Agents and Lenders:

                  (i) QUARTERLY FINANCIALS: as soon as available and in any
         event within 60 days after the end of each Fiscal Quarter, the
         consolidated balance sheet of Company and its Subsidiaries as at the
         end of such Fiscal Quarter and the related consolidated statements of
         income and stockholders equity of Company and its Subsidiaries for such
         Fiscal Quarter and statements of income, stockholders equity and cash
         flows for the period from the beginning of the then current Fiscal Year
         to the end of such Fiscal Quarter, setting forth in each case in
         comparative form the corresponding figures for the corresponding
         periods of the previous Fiscal Year (it being understood that the
         foregoing requirement may be satisfied by delivery of the Company's
         report to the Securities and Exchange Commission on Form 10-Q, if any),
         together with, if any pro forma financial information has been used in
         connection with determining compliance with this Agreement, a
         reconciliation of such pro forma financial information with the
         financial information contained in such financial statements, all in
         reasonable detail and certified by the president, chief executive
         officer, treasurer, or chief financial officer of Company that they
         fairly present, in all material respects, the financial condition of
         Company and its Subsidiaries as at the dates indicated and the results
         of their operations and their cash flows for the periods indicated,
         subject to changes resulting from audit and normal year-end
         adjustments;

                  (ii) YEAR-END FINANCIALS: as soon as available and in any
         event within 105 days after the end of each Fiscal Year, (a) the
         consolidated balance sheet of Company and its


                                      100


         Subsidiaries as at the end of such Fiscal Year and the related
         consolidated statements of income, stockholders equity and cash flows
         of Company and its Subsidiaries for such Fiscal Year, setting forth in
         each case in comparative form the corresponding figures for the
         previous Fiscal Year (it being understood that the foregoing
         requirement may be satisfied by delivery of the Company's report to the
         Securities and Exchange Commission on Form 10-K, if any) together with,
         if any pro forma financial information has been used in connection with
         determining compliance with this Agreement, a reconciliation of such
         pro forma financial information with the financial information
         contained in such financial statements, all in reasonable detail and
         reported on by one of the Big Five accounting firms or other
         independent certified public accountants of recognized national
         standing selected by Company and satisfactory to Agents, which report
         shall state (without Impermissible Qualification) that such
         consolidated financial statements fairly present, in all material
         respects, the consolidated financial position of Company and its
         Subsidiaries as at the dates indicated and the results of their
         operations and their cash flows for the periods indicated in conformity
         with GAAP applied on a basis consistent with prior years (except as
         otherwise disclosed in such financial statements) and that the
         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with generally
         accepted auditing standards;

                  (iii) OFFICER'S AND COMPLIANCE CERTIFICATES: together with
         each delivery of financial statements pursuant to subdivisions (i) and
         (ii) above, (a) an Officer's Certificate of Company stating that the
         signers have reviewed the relevant terms of this Agreement and that no
         condition or event that constitutes an Event of Default or Potential
         Event of Default exists, or, if any such condition or event existed or
         exists, specifying the nature and period of existence thereof and what
         action Company has taken, is taking and proposes to take with respect
         thereto and (b) a Compliance Certificate executed by the president,
         chief executive officer, treasurer, or chief financial officer of
         Company;

                  (iv) MARGIN DETERMINATION CERTIFICATE: together with each
         delivery of financial statements pursuant to subdivisions (i) and (ii)
         above, a Margin Determination Certificate demonstrating in reasonable
         detail, and calculating in accordance with subsections 1.2(b) and
         1.2(c), the Consolidated Leverage Ratio on the last day of the
         accounting period covered by such financial statements;

                  (v) ACCOUNTANTS' CERTIFICATION: together with each delivery of
         consolidated financial statements of Company and its Subsidiaries
         pursuant to subdivision (ii) above, a written statement by the
         independent certified public accountants giving the report thereon (a)
         stating that their audit examination has included a review of the terms
         of subsections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 of this
         Agreement as they relate to accounting matters, and (b) stating
         whether, in connection with their audit examination, any condition or
         event that constitutes an Event of Default or Potential Event of
         Default has come to their attention and, if such a condition or event
         has come to their attention, specifying the nature and period of
         existence thereof; PROVIDED that such accountants shall not be liable
         by reason of any failure to obtain knowledge of any such Event of
         Default or Potential Event of Default that would not be disclosed in
         the course of their audit examination;

                  (vi) SEC FILINGS AND PRESS RELEASES: promptly upon their
         becoming available, copies of (a) all financial statements, reports,
         notices and proxy statements sent or made available generally by Parent
         or the Company to its security holders (other than DLJMB or


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         Parent, respectively), and (b) all regular and periodic reports and all
         registration statements (other than on Form S-8 or a similar form) and
         prospectuses, if any, filed by Parent or any of its Subsidiaries with
         any national securities exchange or with the Securities and Exchange
         Commission;

                  (vii) EVENTS OF DEFAULT, ETC.: promptly and in any event
         within seven (7) Business Days after the president, chief executive
         officer, treasurer, assistant treasurer, controller, chief financial
         officer or any other Authorized Officer of Company obtains knowledge of
         any condition or event that constitutes an Event of Default or
         Potential Event of Default, an Officer's Certificate specifying the
         nature and period of existence of such Event of Default or Potential
         Event of Default and what action Company has taken, is taking and
         proposes to take with respect thereto;

                  (viii) LITIGATION OR OTHER PROCEEDINGS: (a) promptly upon the
         president, chief executive officer, treasurer, assistant treasurer,
         controller, chief financial officer or any other Authorized Officer of
         Company obtaining knowledge of (X) the institution of, or non-frivolous
         threat of, any action, suit, proceeding (whether administrative,
         judicial or otherwise), governmental investigation or arbitration
         against or affecting Company or any of its Subsidiaries or any property
         of Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not
         previously disclosed in writing by Company to Lenders or (Y) any
         material development in any Proceeding that, in any case:

                         (1) has a reasonable possibility of giving rise to a
                  Material Adverse Effect; or

                         (2) seeks to enjoin or otherwise prevent the
                  consummation of, or to recover any damages or obtain relief as
                  a result of, the transactions contemplated hereby;

         written notice thereof and promptly after request by Agents such other
         information as may be reasonably requested by Agents to enable Agents
         and their respective counsel to evaluate any of such Proceedings;

                  (ix) ERISA EVENTS: promptly upon becoming aware of the
         occurrence of or forthcoming occurrence of any ERISA Event that could
         reasonably be expected to result in a Material Adverse Effect, a
         written notice specifying the nature thereof, what action Company, any
         of its Subsidiaries or any of their respective ERISA Affiliates has
         taken, is taking or proposes to take with respect thereto and, when
         known, any action taken or threatened by the Internal Revenue Service,
         the Department of Labor or the PBGC with respect thereto;

                  (x) ERISA NOTICES: with reasonable promptness, copies of all
         notices received by Company, any of its Subsidiaries or any of their
         respective ERISA Affiliates from a Multiemployer Plan sponsor
         concerning an ERISA Event that could reasonably be expected to result
         in a Material Adverse Effect;

                  (xi) FINANCIAL PLANS: as soon as practicable and in any event
         no later than 30 days after the beginning of each Fiscal Year, a
         consolidated budget for such Fiscal Year, in the form prepared by
         Company consistent with its past practices (the "FINANCIAL PLAN");


                                      102


                  (xii) NEW SUBSIDIARIES: promptly upon any Person becoming a
         Subsidiary of Company, a written notice setting forth with respect to
         such Person (a) the date on which such Person became a Subsidiary of
         Company and (b) all of the data required to be set forth in SCHEDULE
         5.1 with respect to all Subsidiaries of Company (it being understood
         that such written notice shall be deemed to supplement SCHEDULE 5.1 for
         all purposes of this Agreement);

                  (xiii) UCC SEARCH REPORT: As promptly as practicable after the
         date of delivery to Administrative Agent of any UCC financing statement
         executed by any Loan Party pursuant to subsection 4.2D(iii) or 6.8A,
         copies of completed UCC searches evidencing the proper filing,
         recording and indexing of all such UCC financing statement and listing
         all other effective financing statements that name such Loan Party as
         debtor, together with copies of all such other financing statements not
         previously delivered to Administrative Agent by or on behalf of Company
         or such Loan Party;

                  (xiv) OTHER INFORMATION: with reasonable promptness, such
         other information and data with respect to Company or any of its
         Subsidiaries as from time to time may be reasonably requested by any
         Lender.

6.2      LEGAL EXISTENCE, ETC.

                  Except as permitted under subsection 7.7, Company will, and
will cause each of its Subsidiaries to, at all times preserve and keep in full
force and effect its legal existence and all rights and franchises material to
its business except where failure to keep in full force and effect such rights
and franchises could not reasonably be expected to have a Material Adverse
Effect; PROVIDED, HOWEVER that neither Company nor any of its Subsidiaries shall
be required to preserve the existence of any Subsidiary if Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of Company and its Subsidiaries, and that the loss thereof is not
disadvantageous in any material respect to Company or Lenders.

6.3      PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

                  Company will, and will cause each of its Subsidiaries to, pay
all material taxes, assessments and other governmental charges imposed upon it
or any of its properties or assets or in respect of any of its income,
businesses or franchises before any penalty accrues thereon, and all material
claims (including claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; PROVIDED that no such charge or claim
need be paid if it is being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

6.4      MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
INSURANCE/CONDEMNATION PROCEEDS.

         A. MAINTENANCE OF PROPERTIES. Except to the extent that the failure to
do so would not reasonably be expected to have a Material Adverse Effect,
Company will, and will cause each of its Subsidiaries to, maintain or cause to
be maintained in good repair, working order and condition, ordinary wear and
tear excepted, all material properties used or useful in the business of Company


                                      103


and its Subsidiaries (including all Intellectual Property) and from time to time
will make or cause to be made all appropriate repairs, renewals and replacements
thereof unless Company determines in good faith that the continued maintenance
of any of its Properties is no longer economically desirable.

         B. INSURANCE. Company will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Company and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, Company will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (ii) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as are at all times
satisfactory to Agents in their commercially reasonable judgment. Each such
policy of insurance shall (a) name Administrative Agent for the benefit of
Lenders as an additional insured thereunder as its interests may appear and (b)
in the case of each casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to Agents, that names
Administrative Agent for the benefit of Lenders as the loss payee thereunder for
any covered loss in excess of $250,000 and provides for at least 30 days prior
written notice to Agents of any modification or cancellation of such policy.

         C. EVIDENCE OF INSURANCE. Upon request of Administrative Agent, Company
shall deliver to Administrative Agent a certificate from Company's insurance
broker or other evidence satisfactory to it that all insurance required to be
maintained pursuant to subsection 6.4B is in full force and effect and that
Administrative Agent on behalf of Lenders has been named as additional insured
and/or loss payee thereunder to the extent required under subsection 6.4B.

6.5      INSPECTION RIGHTS.

                  Company shall, and shall cause each of its Subsidiaries to,
permit any authorized representatives designated by any Lender to visit and
inspect any of the properties of Company or of any of its Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and, after notice to the Company and provision of an
opportunity to participate in such discussions, independent public accountants,
all upon reasonable notice and at such reasonable times and intervals during
normal business hours and as often as may reasonably be requested, but, unless
an Event of Default shall have occurred and be continuing not more frequently
than once in each Fiscal Year. Subject to subsection 10.2, the cost and expenses
of each such visit shall be borne by the applicable Lender.

6.6      COMPLIANCE WITH LAWS, ETC.

         A. GENERAL. Company shall comply, and shall cause each of its
Subsidiaries to comply, in all material respects, with the requirements of all
applicable laws, rules, regulations and orders of


                                      104


any governmental authority (including all Environmental Laws), noncompliance
with which could reasonably be expected to cause, individually or in the
aggregate, a Material Adverse Effect.

         B. ENVIRONMENTAL COVENANT.

            The Company will and will cause each of its Subsidiaries to:

            (i) Use and operate all of its Facilities and properties in
         compliance with all Environmental Laws, keep all necessary permits,
         approvals, certificates, licenses and other Governmental Authorizations
         relating to environmental matters in effect and remain in compliance
         therewith, and handle all Hazardous Materials in compliance with all
         applicable Environmental Laws, in each case except where the failure to
         comply with the terms of this clause would not reasonably be expected
         to have a Material Adverse Effect;

            (ii) Promptly notify the Agents and provide copies of all written
         claims, complaints, notices or inquiries relating to the condition of
         its Facilities or relating to compliance with Environmental Laws which
         relate to environmental matters which would have, or would reasonably
         be expected to have, a Material Adverse Effect, and promptly cure and
         have dismissed with prejudice any material actions and proceedings
         relating to compliance with Environmental Laws, except to the extent
         being diligently contested in good faith by appropriate proceedings and
         for which adequate reserves in accordance with GAAP have been set aside
         on its books; and

            (iii) Provide such information and certificates which the Agents may
         reasonably request from time to time to evidence compliance with this
         SECTION 6.7.

6.7      EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY COLLATERAL
DOCUMENTS BY CERTAIN SUBSIDIARIES AND FUTURE SUBSIDIARIES; IP COLLATERAL.

         A. EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY COLLATERAL
DOCUMENTS. In the event that any Person becomes a Subsidiary of Company after
the Merger Date (other than a Foreign Subsidiary and other than a Domestic
Subsidiary that is a Non-Wholly-Owned Subsidiary), Company will promptly notify
Administrative Agent of that fact and cause such Subsidiary to execute and
deliver to Administrative Agent a Subsidiary Pledge Agreement, a counterpart of
the Subsidiary Guaranty and an acknowledgement to the Security Agreement and to
take all such further actions and execute all such further documents and
instruments (including actions, documents and instruments comparable to those
described in subsection 4.2D) as may be necessary or, in the opinion of Agents,
desirable to create in favor of Administrative Agent, for the benefit of
Lenders, a valid and perfected First Priority Lien on all of the personal and
mixed property assets of such Subsidiary described in the applicable forms of
Collateral Documents; PROVIDED that no such Subsidiary shall be required to
pledge pursuant to a Subsidiary Pledge Agreement more than 65% of the total
combined voting power of all classes of securities of any Foreign Subsidiary
held by such Subsidiary entitled to vote.

         B. SUBSIDIARY CHARTER DOCUMENTS, LEGAL OPINIONS, ETC. Company shall
deliver to Administrative Agent, together with such Loan Documents, (i)
certified copies of such Subsidiary's Certificate or Articles of Incorporation,
together with a good standing certificate from the Secretary of State of the
jurisdiction of its incorporation and each other state in which such Person is
qualified as a foreign corporation to do business and, to the extent generally
available, a certificate or other


                                      105


evidence of good standing as to payment of any applicable franchise or similar
taxes from the appropriate taxing authority of each of such jurisdictions, each
to be dated a recent date prior to their delivery to Administrative Agent, (ii)
a copy of such Subsidiary's Bylaws certified by its secretary or an assistant
secretary as of a recent date prior to their delivery to Administrative Agent,
(iii) a certificate executed by the secretary or an assistant secretary of such
Subsidiary as to (a) the fact that the attached resolutions of the Board of
Directors of such Subsidiary approving and authorizing the execution, delivery
and performance of such Loan Documents are in full force and effect and have not
been modified or amended and (b) the incumbency and signatures of the officers
of such Subsidiary executing such Loan Documents, and (iv) a favorable opinion
of counsel to such Subsidiary, in form and substance satisfactory to Agents and
their respective counsel, as to (a) the due organization and good standing of
such Subsidiary, (b) the due authorization, execution and delivery by such
Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents
against such Subsidiary, (d) such other matters (including matters relating to
the creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Agents may reasonably request, all of the foregoing to be
satisfactory in form and substance to Agents and their respective counsel.

         C. IP COLLATERAL. If any Subsidiary (other than a Foreign Subsidiary
and Domestic Subsidiaries that are Non-Wholly-Owned Subsidiaries) becomes an
owner of any Intellectual Property after the Merger Date, Company shall cause
such Subsidiary to promptly execute and deliver to Administrative Agent an
acknowledgement to the Security Agreement and all cover sheets and executed
grants of trademark security interest, grants of patent security interest and
grants of copyright security interest and such other documents or instruments
required to be filed with the PTO and the CO as Administrative Agent shall deem
appropriate and take such further action and execute such further documents and
instruments as may be necessary, or in the opinion of Administrative Agent,
desirable to create in favor of Administrative Agent, for the benefit of
Lenders, a valid and perfected First Priority Lien on such Intellectual
Property.

6.8      FUTURE LEASED PROPERTY AND FUTURE ACQUISITIONS OF REAL PROPERTY: FUTURE
ACQUISITION OF OTHER PROPERTY.

         A. In connection with any Leasehold Property, Company shall, and shall
cause each of its Subsidiaries (other than Foreign Subsidiaries and Domestic
Subsidiaries that are Non-Wholly Owned Subsidiaries) to use its (and their)
commercially reasonable efforts (which shall not require the expenditure of cash
(other than the payment of the respective attorneys fees of Company and the
lessor) or the making of any material concessions under the relevant lease) to
deliver to Administrative Agent a waiver for the benefit of Administrative Agent
in form and substance reasonably satisfactory to Administrative Agent executed
by the lessor of any real property that is to be leased by Company or such
Subsidiary for a term in excess of one year in any state which by statute grants
such lessor a "landlord's" (or similar) Lien which is superior to Administrative
Agent's and which grants to Administrative Agent a license to enter the leased
property and remove any and all personal property, if the value of such personal
property of Company or its Subsidiaries to be held at such leased property
exceeds (or it is anticipated that the value of such personal property will, at
any point in time during the term of such leasehold term, exceed) $2,000,000.

         B. In the event that Company or any of its Subsidiaries (other than
Foreign Subsidiaries or Domestic Subsidiaries that are Non-Wholly-Owned
Subsidiaries) shall acquire any real property having a value as determined in
good faith by Administrative Agent in excess of $2,000,000 (or in the case of
leased property, in the event that Company is able to deliver the waivers and
consents


                                      106


described in subsection 6.8C in connection with the leases described therein),
Company or the applicable Subsidiary shall, promptly after such acquisition or
consent, execute a Mortgage and provide Administrative Agent with (i) evidence
of the completion (or satisfactory arrangements for the completion) of all
recordings and filings of such Mortgage as may be necessary or, in the
reasonable opinion of Administrative Agent, desirable effectively to create a
valid, perfected, First Priority Lien, subject to the Liens permitted by
subsection 7.2, against the property purported to be covered thereby, (ii)
mortgagee's title insurance policy or policies in favor of Administrative Agent
and the Lenders in amounts and in form and substance and issued by insurers,
reasonably satisfactory to the Agents, with respect to the property purported to
be covered by such Mortgage, insuring that title to such property is
indefeasible and that the interests created by the Mortgage constitute valid
first Liens thereon free and clear of all defects and encumbrances other than as
permitted by Section 7.2 or as approved by the Agents, and such policies shall
also include, to the extent available, a revolving credit endorsement and such
other endorsements as the Agents shall reasonably request and shall be
accompanied by evidence of the payment in full of all premiums thereon, and
(iii) such other approvals, opinions, or documents as the Agents may reasonably
request.

         C. As soon as reasonably practical after the consummation of the
Merger, Company or its applicable Subsidiary shall, in respect of each of the
leased properties listed on Schedule 6.8, and in the event Company or any of its
Subsidiaries (other than Foreign Subsidiaries or Domestic Subsidiaries that are
Non-Wholly-Owned Subsidiaries) shall become a lessee under any lease of real
property covering 10,000 square feet of building space and having an unexpired
lease term (including options to extend such lease term) of three years or
longer, Company or the applicable Subsidiary shall, use its commercially
reasonable efforts (which shall not require the expenditure of cash (other than
the payment of the respective attorneys fees of Company and the lessor) or the
making of any material concessions under the relevant lease) to cause the lessor
to agree (during the negotiation of such lease if such lease is entered into
after the Merger Date), for the benefit of Administrative Agent (i) to the
matters set forth in subsection 6.8A, (ii) that without any further consent of
such lessor or any further action on the part of the Loan Party holding the
lessee's interest in such property, such lessee's interest in such property may
be encumbered pursuant to a Mortgage and may be assigned to the purchaser at a
foreclosure sale or in a transfer in lieu of such a sale (and to a subsequent
third party assignee if any Agent, any Lender, or an Affiliate of either so
acquires such lessee's interest in such property), and (iii) that such lessor
shall not terminate such lease as a result of a default by such Loan Party
thereunder without first giving Agents notice of such default and at least 60
days (or, if such default cannot reasonably be cured by Agents within such
period, such longer period as may reasonably be required) to cure such default.

6.9      MERGER.

         Company shall cause Acquisition Co. and DAH to comply with all material
covenants set forth in the Merger Agreement applicable prior to the consummation
of the Merger. Company shall cause the Merger to be consummated in accordance
with the terms and conditions of the Merger Agreement and the Tender Offer
Materials and shall cause each of the conditions set forth in subsection 4.2 to
be fulfilled as soon as practicable and, in any event, no later than 150
calendar days after the Closing Date. In the event that the DAH Common Stock to
be purchased concurrently with receipt of the proceeds of the Loans on the
Closing Date shall represent, in the aggregate, not less than 90% of the
outstanding shares of DAH Common Stock so as to permit Company to cause the
Merger to occur in accordance with the terms of the Merger Agreement and Section
253 of the Delaware General Corporation Law, Company shall promptly cause the
Merger to occur.


                                      107


6.10     SECOND MERGER.

         Company shall cause the Second Merger to be consummated on the Merger
Date immediately after the Merger.

6.11     YEAR 2000 COMPLIANCE.

         Company will promptly notify Administrative Agent in the event Company
discovers or determines that any computer application (including those of its
suppliers and vendors) that is material to its or its Subsidiaries' business and
operations will not be Year 2000 compliant as of January 1, 2000, except to the
extent that such failure could not reasonably be expected to have a Material
Adverse Effect.

6.12     PTO AND CO COVER SHEETS, ETC.

         Company will deliver to Agents no later than 7 days after the Merger
Date instruments or documents, in appropriate form for filing with the PTO
and/or the CO, sufficient to create and perfect a security interest in all IP
Collateral owned as of the Merger Date by Company and its Subsidiaries (other
than Foreign Subsidiaries and Domestic Subsidiaries that are Non-Wholly-Owned
Subsidiaries).

6.13     MORTGAGES.

         A. With respect to the Merger Date Leasehold Mortgaged Properties, as
soon as practicable after Company or the applicable Subsidiary is able to obtain
the agreement of the applicable lessor referred to in subsection 6.8C, and with
respect to the Merger Date Fee Mortgaged Properties, as soon as practicable
after the Merger Date but in no event later than 7 days after the Merger Date,
Company shall deliver to Agents counterparts of the Mortgages covering such
Merger Date Leasehold Mortgaged Properties or Merger Date Fee Mortgaged
Properties, as the case may be, each dated as of the date of such delivery, duly
executed by Company or the applicable Subsidiary in appropriate form for
recording, together with such other documents and instruments in appropriate
form for filing of such Mortgage as may be necessary or, in the reasonable
opinion of Administrative Agent, desirable effectively to create a valid,
perfected, First Priority Lien, subject to Liens permitted by Section 7.2,
against the properties purported to be covered thereby.

         B. As soon as practicable after delivery of each Mortgage pursuant to
subsection 6.13A, Company shall deliver to Agents (i) mortgagee's title
insurance policies in favor of the Agents and the Lenders in amounts and in form
and substance and issued by insurers, reasonably satisfactory to the Agents,
with respect to the property purported to be covered by such Mortgage, insuring
that title to such property is indefeasible and that the interests created by
such Mortgage constitute valid First Priority Liens thereon free and clear of
all defects and encumbrances other than as permitted by Section 7.2 or as
approved by the Agents, and such policies shall also include, to the extent
available, a revolving credit endorsement and such other endorsements as
Administrative Agent shall reasonably request and shall be accompanied by
evidence of the payment in full of all premiums thereon and (ii) and such other
approvals, opinions or documents as the Agents may reasonably request.


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SECTION 7.        COMPANY'S NEGATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Company shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 7.

7.1      INDEBTEDNESS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
become or remain liable with respect to, any Indebtedness, except:

                  (i) Company may become and remain liable with respect to the
         Obligations;

                  (ii) Company and its Subsidiaries may become and remain liable
         with respect to any obligations constituting Indebtedness and actually
         arising pursuant to Contingent Obligations permitted pursuant to
         Section 7.4;

                  (iii) Company and its Subsidiaries may become and remain
         liable with respect to Indebtedness in respect of Capital Leases and
         other purchase money Indebtedness incurred to finance the acquisition
         or improvement of fixed assets, in an aggregate amount not exceeding
         $7,500,000;

                  (iv) Intercompany Indebtedness (i) of Company or any Domestic
         Subsidiary of Company owing to Company or any Subsidiary of Company,
         and (ii) of any Foreign Subsidiary of Company owing to (x) any other
         Foreign Subsidiary or (y) Company or any Domestic Subsidiary of
         Company; PROVIDED that in respect of any such Indebtedness (other than
         any such Indebtedness incurred to finance a Permitted Acquisition)
         described in this CLAUSE (ii)(y), the aggregate principal amount of
         such Indebtedness, when taken together with the aggregate amount at
         such time of all outstanding Investments in Foreign Subsidiaries made
         pursuant to subsection 7.3(xiii), shall not exceed at any time
         outstanding $10,000,000; PROVIDED that (a) if requested by
         Administrative Agent, all intercompany Indebtedness shall be evidenced
         by promissory notes which shall be delivered to Administrative Agent as
         Collateral hereunder, (b) all intercompany Indebtedness owed by Company
         or by a Subsidiary Guarantor to any Subsidiary of Company that is not a
         Subsidiary Guarantor shall be subordinated in right of payment to the
         payment in full of the Obligations pursuant to the terms of an
         intercompany subordination agreement in the form of Exhibit XXX
         attached hereto;

                  (v) Company and its Subsidiaries, as applicable, may remain
         liable with respect to Indebtedness described in SCHEDULE 7.1 annexed
         hereto and refinancings and replacements thereof in a principal amount
         not exceeding the principal amount of the indebtedness so refinanced or
         replaced and with an average life to maturity of not less than the then
         average life to maturity of the Indebtedness so refinanced or replaced;

                  (vi) Company may become and remain liable with respect to up
         to $100,000,000 in aggregate principal amount of Indebtedness evidenced
         by the Senior Subordinated Bridge


                                      109


         Notes (as well as any payment-in-kind Senior Subordinated Bridge Notes
         issued in lieu of cash interest thereon) and Indebtedness evidenced by
         the Senior Subordinated Notes, so long as, if Company issued the Senior
         Subordinated Bridge Notes on the Closing Date, all of the net proceeds
         of the Senior Subordinated Notes are used to refinance in whole or in
         part an equal principal amount of the Senior Subordinated Bridge Notes
         then outstanding;

                  (vii) Indebtedness of Tri-Star Electronics Europe SA incurred
         pursuant to a working capital facility not to exceed U.S.$2,000,000 (or
         the equivalent thereof in Swiss Francs) at any time outstanding (except
         if such excess is caused solely by changes in exchange rates and is
         eliminated within five Business Days of its occurrence) and other
         Indebtedness of Foreign Subsidiaries in an aggregate outstanding
         principal amount which does not exceed $10,000,000 at any time
         outstanding;

                  (viii) Assumed Indebtedness of Company and its Subsidiaries in
         an aggregate principal amount at any time outstanding not to exceed
         $5,000,000; and

                  (ix) Company and its Subsidiaries may become and remain liable
         with respect to other Indebtedness in an aggregate principal amount not
         to exceed $10,000,000 at any time outstanding.

7.2      LIENS AND RELATED MATTERS.

         A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, except:

            (i) Permitted Encumbrances;

            (ii) Liens granted pursuant to the Collateral Documents, including
         Liens securing payment of any Hedging Obligations owed to any Person
         that, at the time such Hedging Obligation was contracted for, was a
         Lender or an Affiliate of any Lender;

            (iii) Liens described in Schedule 7.2 annexed hereto and Liens
         securing extensions, renewals or replacements of the Indebtedness or
         other obligations which such identified Liens secure; PROVIDED that no
         such extension, renewal or replacement shall increase the obligations
         secured by such Lien or extend such Lien to additional assets;

            (iv) Liens securing Indebtedness permitted pursuant to subsection
         7.1(iii); provided that the principal amount of such Indebtedness does
         not exceed at the time of acquisition or leasing of the related asset
         the fair market value of the asset so acquired or leased and that such
         Lien is limited solely to the asset so acquired or leased in connection
         with the incurrence of such Indebtedness;

            (v) Liens on the assets of any Foreign Subsidiary securing the
         repayment of the Indebtedness permitted pursuant to subsection
         7.1(iv)(ii), 7.1(vii) or 7.1(ix);


                                      110


            (vi) Liens in the nature of trustees' Liens granted pursuant to any
         indenture governing any Indebtedness permitted by Section 7.1, in each
         case in favor of the trustee under such indenture and securing only
         obligations to pay compensation to such trustee, to reimburse its
         expenses and to indemnify it under the terms thereof;

            (vii) Liens of sellers of goods to Company and any of its
         Subsidiaries arising solely under Article 2 of the UCC or similar
         provisions of applicable law in the ordinary course of business,
         covering only the goods sold and securing only the unpaid purchase
         price for such goods and related expenses;

            (viii) Liens securing Assumed Indebtedness of Company and its
         Subsidiaries permitted pursuant to Section 7.1(viii), provided,
         however, that (i) any such Liens attach only to the property of the
         Subsidiary acquired, or the property acquired, in connection with such
         Assumed Indebtedness and shall not attach to any assets of Company or
         any of its Subsidiaries theretofore existing and (ii) the Assumed
         Indebtedness and other secured Indebtedness of Company and its
         Subsidiaries secured by any such Lien shall not exceed 100% of the fair
         market value of the assets being acquired in connection with such
         Assumed Indebtedness;

            (ix) Liens securing reimbursement obligations in respect of trade
         letters of credit, which Liens are limited to the goods purchased with,
         or whose purchase was supported by, such letters of credit; and

            (x) Other Liens securing Indebtedness and other obligations in an
         aggregate amount not to exceed $7,500,000 at any time outstanding.

         Nothing in this subsection 7.2 shall prohibit the sale, assignment,
transfer, conveyance or other disposition of any Margin Stock owned by Company
or any of its Subsidiaries at its fair value (as determined in good faith by its
Board of Directors) so long as proceeds are held as Cash or Cash Equivalents or
the creation, incurrence, assumption or existence of any Lien on or with respect
to any Margin Stock.

         B. NO FURTHER NEGATIVE PLEDGES. Except (x) with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to an Asset Sale and (y)
customary limitations in respect of the Company and its Subsidiaries contained
in any agreement with respect to Indebtedness incurred in reliance on
subsections 7.1(ii), (iv), (vi), (vii) or (viii), and (z) restrictions or
limitations contained in any partnership agreement or joint venture agreement to
which Company or any of its Subsidiaries are a party on the ability to create or
assume Liens on any assets of the relevant partnership or joint venture, neither
Company nor any of its Subsidiaries shall enter into any agreement (other than
an agreement prohibiting only the creation of Liens securing Subordinated
Indebtedness) prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

         C. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except (x) as provided herein, (y) customary limitations and
prohibitions in any agreement with respect to Indebtedness incurred in reliance
on Section 7.1(iv)(ii)(x), (vii), or (viii) and (z) any such encumbrance or
restriction contained in any partnership or joint venture agreement to which
Company or any of its Subsidiaries is a party, Company will not, and will not
permit any of its


                                      111


Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's capital stock owned by Company or any other Subsidiary
of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Company or any other Subsidiary of Company, or (iii) make loans or advances to
Company or any other Subsidiary of Company.

7.3      INVESTMENTS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, except:

                  (i) Company and its Subsidiaries may make and own Investments
         in Cash Equivalents (as determined on the date of acquisition thereof);

                  (ii) (a) Company and its Subsidiaries may continue to own the
         Investments owned by them as of the Closing Date in any Subsidiaries of
         Company; (b) Company and its Domestic Subsidiaries may make additional
         Investments in Company or Subsidiary Guarantors (including without
         limitation any such Investments necessary in order to consummate the
         Tender Offer in accordance with the Tender Offer Materials, the Merger
         in accordance with the Merger Agreement and the Second Merger) subject
         to compliance with subsections 6.7 and 6.8; (c) any Foreign Subsidiary
         may make additional Investments in any other Foreign Subsidiary; and
         (d) Acquisition Co. may purchase the DAH Common Stock pursuant to the
         Tender Offer in accordance with the Tender Offer Materials;

                  (iii) Company and its Subsidiaries may make intercompany loans
         to the extent permitted under subsection 7.1(iv) and incur Contingent
         Obligations permitted by subsection 7.4;

                  (iv) Company and its Subsidiaries may make Investments in
         Wholly-Owned Subsidiaries that are Domestic Subsidiaries in an
         aggregate amount not exceeding $22,000,000 in order to consummate an
         acquisition substantially on the terms described to the Syndication
         Agent prior to the date hereof.

                  (v) Company and its Subsidiaries may continue to own the
         Investments owned by them as of the Closing Date and described in
         Schedule 7.3 annexed hereto and extensions or renewals thereof,
         provided that no such extension or renewal shall be made in reliance on
         this clause (v) if it would (x) increase the amount of such Investment
         at the time of such renewal or extension or (y) result in a Potential
         Event of Default or an Event of Default hereunder;

                  (vi) Company and its Subsidiaries may make and own Investments
         received in connection with Asset Sales permitted pursuant to
         subsection 7.7(xii);

                  (vii) Investments constituting Consolidated Capital
         Expenditures (and any capital expenditures excluded from the definition
         of Consolidated Capital Expenditures pursuant to clause (y) thereof);

                  (viii) Investments made by Company or any of its Subsidiaries
         in Permitted Acquisitions in accordance with subsection 7.7(vii);


                                      112


                  (ix) Investments arising under or in connection with Interest
         Rate Agreements and Currency Agreements entered into in the ordinary
         course of business and not for speculative purposes;

                  (x) Company and its Subsidiaries may make and own Investments
         received in connection with the bankruptcy or reorganization or
         suppliers and customers and in settlement of delinquent obligations of
         and other disputes with customers and suppliers arising in the ordinary
         course of business;

                  (xi) Company and its Subsidiaries may make and own Investments
         in the form of loans (x) to officers, directors and employees of the
         Company and its Subsidiaries for the sole purpose of purchasing common
         stock of Parent (or purchases of such loans made by others) in an
         aggregate principal amount at any time outstanding not to exceed
         $5,000,000, so long as immediately before and after giving effect
         thereto, no Potential Event of Default or Event of Default has occurred
         and is continuing and (y) to Global Technology Partners in an aggregate
         principal amount not to exceed $1,000,000 for the sole purpose of
         purchasing common stock of Parent;

                  (xii) Company and its Subsidiaries may make and own
         Investments solely from the proceeds of capital contributions by Parent
         to the Company or sales of equity Securities by the Company to Parent,
         in each case only to the extent proceeds from such capital contribution
         or sale (x) are not required to be applied to repay the Term Loans or
         to reduce the Acquisition Loan Commitments pursuant to subsection
         2.4(B)(iii)(c), (y) arise from the issuance by Parent of its equity
         Securities, and (z) are received after the Closing Date for the purpose
         of making an Investment identified in a notice delivered to the Agents
         on or prior to the date such capital contribution or sale or repayment
         is made, so long as immediately before and after giving effect to any
         such Investment, no Potential Event of Default or Event of Default has
         occurred and is continuing; and

                  (xiii) Company and its Subsidiaries may make and own other
         Investments in an aggregate amount not to exceed at any time
         $10,000,000.

7.4      CONTINGENT OBLIGATIONS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

                  (i) Company and its Subsidiaries of Company may become and
         remain liable with respect to Contingent Obligations in respect of the
         Obligations;

                  (ii) Company may become and remain liable with respect to
         Contingent Obligations in respect of Letters of Credit and Company and
         its Subsidiaries may become and remain liable with respect to
         Contingent Obligations in respect of other letters of credit in an
         aggregate amount at any time not to exceed $2,000,000 for Company and
         its Domestic Subsidiaries and $2,000,000 for Company's Foreign
         Subsidiaries;

                  (iii) Company and its Subsidiaries may become and remain
         liable with respect to Contingent Obligations under Interest Rate
         Agreements and Currency Agreements entered into in the ordinary course
         of business and not for speculative purposes;


                                      113


                  (iv) Company and its Domestic Subsidiaries may become and
         remain liable with respect to Contingent Obligations in respect of any
         Indebtedness of Company or any of its Domestic Subsidiaries permitted
         by subsection 7.1; PROVIDED that any such Contingent Obligations in
         respect of the Subordinated Indebtedness permitted pursuant to
         subsection 7.1(vi) are subordinated to the payment of the Obligations
         to the same extent as such Subordinated Indebtedness;

                  (v) Company and its Subsidiaries, as applicable, may remain
         liable with respect to Contingent Obligations described in Schedule 7.4
         annexed hereto and extensions or renewals thereof, so long as such
         extension or renewal does not increase the amount of the Contingent
         Obligation being renewed or extended, as the case may be;

                  (vi) Company and its Subsidiaries may become and remain liable
         with respect to other Contingent Obligations; PROVIDED that the maximum
         aggregate liability, contingent or otherwise, of Company and its
         Subsidiaries in respect of all such Contingent Obligations shall at no
         time exceed $2,000,000.

7.5      RESTRICTED JUNIOR PAYMENTS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment; PROVIDED that so long as no Potential
Event of Default or Event of Default shall have occurred and be continuing or
would occur as a result thereof (except in the case of Restricted Junior
Payments permitted by subsections 7.5(i), (iii), (v) and (vi) below):

                  (i) Company may (a) make payments of regularly scheduled
interest in respect of the Senior Subordinated Bridge Notes and the Senior
Subordinated Notes, in each case in accordance with the terms of and to the
extent required by (and subject to the subordination provisions contained
therein) the Senior Subordinated Bridge Note Agreement or the Senior
Subordinated Indenture, (b) refinance the Senior Subordinated Bridge Notes with
the proceeds of the Senior Subordinated Notes and (c) to make payments to the
holders of the Senior Subordinated Bridge Notes or of the Senior Subordinated
Notes in the form of equity Securities that the subordination provisions
applicable thereto permit such holders to accept prior to the repayment in full
of the Obligations;

                  (ii) so long as (A) after giving effect to the making of such
Restricted Junior Payment, Company shall be in PRO FORMA compliance with the
covenant set forth in Section 7.6B for the most recent full Fiscal Quarter
immediately preceding the date of the making of such Restricted Payment for
which the relevant financial statements have been delivered pursuant to
subsections 6.1(i) or (ii) and (B) an Authorized Officer of Company shall have
delivered a certificate to Administrative Agent in form and substance reasonably
satisfactory to Administrative Agent (including a calculation of Company's PRO
FORMA compliance with the covenant set forth in Section 7.6B in reasonable
detail) certifying as to the accuracy of clause (ii)(A) above, Company may make
dividend payments to Parent the proceeds of which will be used by Parent to
repurchase, redeem or otherwise acquire or retire for value any equity
Securities of Parent, or any warrant, option or other right to acquire any such
equity Securities, in each case held by any member of management or an employee
of Parent, Company or any of its Subsidiaries pursuant to any employment
agreement, management equity subscription agreement, restricted stock plan,
stock option agreement or other similar arrangements so long as the total amount
of such repurchases, redemptions, acquisitions, retirements and payments shall
not exceed (I) $3,000,000 in any calendar year (with


                                      114


unused amounts in any calendar year being carried forward to succeeding calendar
years subject to a maximum (without giving effect to the following clause (II))
of $8,000,000 in any calendar year) PLUS (II) the aggregate cash proceeds
received by Company during such calendar year from any reissuance of equity
Securities of Parent and warrants, options and other rights to acquire equity
Securities of Parent, by Parent or Company to members of management and
employees of Company and its Subsidiaries (to the extent such proceeds are not
otherwise required to be applied pursuant to subsection 2.4B(iii) and have not
been used to make Investments pursuant to subsection 7.3(xii) or Consolidated
Capital Expenditures pursuant to subsection 7.8(ii));

                  (iii) Company may make dividend payments to Parent to the
extent necessary to permit Parent to (x) pay corporate and other general
administrative expenses (including fees in respect to advisors services) in an
aggregate amount which does not exceed $1,000,000 in any Fiscal Year and (y) to
make payments in respect of taxes imposed on Company and its Subsidiaries;

                  (iv) on and after the fifth anniversary of the Closing Date,
Company may make dividend payments to Parent to enable Parent to pay cash
interest or dividends on the Parent P-I-K Securities in accordance with the
terms of such Parent P-I-K Securities; PROVIDED that after giving effect to such
payment, Company would be in compliance with subsection 7.6;

                  (v) the Company shall be permitted to make payments in respect
of statutory appraisal rights (and any settlement thereof) exercised by holders
of outstanding DAH Common Stock in connection with the Merger; and

                  (vi) Company may make any Restricted Junior Payment necessary
in order to consummate the Tender Offer in accordance with the Tender Offer
Materials, the Merger in accordance with the Merger Agreement and the Second
Merger.

7.6      FINANCIAL COVENANTS.

         A. MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not permit the
Consolidated Fixed Charge Coverage Ratio as of the last day of any Fiscal
Quarter, beginning with the Fiscal Quarter ending December 31, 1998, occurring
during any period set forth below to be less than the correlative ratio
indicated:




                                                                                               MINIMUM FIXED
                              PERIOD                                                       CHARGE COVERAGE RATIO
        ----------------------------------------------------                          --------------------------------
                                                                                   
        4th Fiscal Quarter, 1998 through 4th Fiscal
            Quarter, 2001                                                                         1.10 x
        1st Fiscal Quarter, 2002 and thereafter                                                   1.20 x



                                      115


         B. MAXIMUM LEVERAGE RATIO. Company shall not permit the Consolidated
Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending December 31, 1998, occurring during any period set forth
below to exceed the correlative ratio indicated:




                              PERIOD                                                        MAXIMUM CONSOLIDATED
                                                                                               LEVERAGE RATIO
        ----------------------------------------------------                          --------------------------------
                                                                                   
        4th Fiscal Quarter, 1998                                                                6.00 x
        1st Fiscal Quarter, 1999                                                                5.90 x
        2nd Fiscal Quarter, 1999                                                                5.75 x
        3rd Fiscal Quarter, 1999                                                                5.60 x
        4th Fiscal Quarter, 1999                                                                5.50 x
        1st Fiscal Quarter, 2000                                                                5.40 x
        2nd Fiscal Quarter, 2000                                                                5.25 x
        3rd Fiscal Quarter, 2000                                                                5.10 x
        4th Fiscal Quarter, 2000 through 3rd Fiscal
            Quarter, 2001                                                                       5.00 x
        4th Fiscal Quarter, 2001 through 3rd Fiscal
            Quarter, 2002                                                                       4.50 x
        4th Fiscal Quarter, 2002 through 3rd Fiscal
            Quarter, 2003                                                                       4.00 x
        4th Fiscal Quarter, 2003 through 3rd Fiscal
            Quarter, 2004                                                                       3.50 x
        4th Fiscal Quarter, 2004 and thereafter                                                 3.00 x


         C. MINIMUM CONSOLIDATED EBITDA. Company shall not permit Consolidated
EBITDA for the consecutive four-Fiscal-Quarter period ending on the last day of
any Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 1998,
occurring during any period set forth below to be less than the correlative
amount (the "MINIMUM EBITDA AMOUNT") indicated:




                           QUARTER ENDED                                                   MINIMUM EBITDA AMOUNT
        ----------------------------------------------------                          --------------------------------
                                                                                   
        4th Fiscal Quarter, 1998                                                      $       30,000,000
        1st Fiscal Quarter, 1999                                                              31,000,000
        2nd Fiscal Quarter, 1999                                                              46,951,200
        3rd Fiscal Quarter, 1999                                                              47,951,200
        4th Fiscal Quarter, 1999                                                              57,316,800
        1st Fiscal Quarter, 2000                                                              58,316,800
        2nd Fiscal Quarter, 2000                                                              62,582,400
        3rd Fiscal Quarter, 2000                                                              63,582,400
        4th Fiscal Quarter, 2000 through 3rd Fiscal
            Quarter 2001                                                                      70,783,200
        4th Fiscal Quarter, 2001 through 3rd Fiscal
            Quarter 2002                                                                      74,783,200
        4th Fiscal Quarter, 2002 through 3rd Fiscal
            Quarter 2003                                                                      78,783,200
        4th Fiscal Quarter, 2003 and thereafter                                               82,783,200


; PROVIDED that

                  (x) the Minimum EBITDA Amount for the consecutive
         four-Fiscal-Quarter period ending at the last day of any Fiscal Quarter
         during any period set forth above (except for the 4th Fiscal Quarter,
         1998 and the 1st Fiscal Quarter, 1999) shall be increased by an


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         amount equal to 80% of the Acquired Business EBITDA of each Acquired
         Business whose Acquired Business Date falls during the period from and
         including the day following the Third Amended and Restated Credit
         Agreement Closing Date to and including the last day of such Fiscal
         Quarter; and

                  (y) to the extent the amount of Consolidated EBITDA for the
         immediately preceding consecutive four-Fiscal-Quarter period exceeds
         the amount of EBITDA required to be maintained for such consecutive
         four-Fiscal-Quarter period pursuant to this subsection, an amount equal
         to 50% of such excess amount may be carried forward to (but only to)
         the then current Fiscal Quarter (any such amount to be certified to
         Administrative Agent in the Compliance Certificate delivered for the
         last Fiscal Quarter of such consecutive four-Fiscal-Quarter period).

                  For purposes of this subsection 7.6C, the following terms have
         the following meanings:

                  "ACQUIRED BUSINESS" means any business acquired (whether
         through the purchase of assets or shares of capital stock) by Company
         or any of its Subsidiaries after the Second Amended and Restated Credit
         Agreement Closing Date.

                  "ACQUIRED BUSINESS DATE" means, with respect to any Acquired
         Business, the date of consummation of the acquisition thereof by
         Company or any of its Subsidiaries.

                  "ACQUIRED BUSINESS EBITDA" means, with respect to any Acquired
         Business, (x) the consolidated net income of such Acquired Business for
         the consecutive four-Fiscal-Quarter period ended on or most recently
         prior to its Acquired Business Date and with respect to which financial
         statements are available on the Acquired Business Date PLUS (y) to the
         extent deducted in determining such consolidated net income for such
         period, the sum of (i) consolidated interest expense, (ii) income
         taxes, (iii) depreciation, (iv) amortization, (v) any extraordinary or
         non-recurring losses, and (vi) any non-cash items MINUS (z) to the
         extent included in such consolidated net income, extraordinary gains.


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         D. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the
Consolidated Interest Coverage Ratio as of the last day of any Fiscal Quarter,
beginning with the Fiscal Quarter ending December 31, 1998, occurring during any
period set forth below to be less than the correlative ratio indicated:




                              PERIOD                                                MINIMUM INTEREST COVERAGE RATIO
        ----------------------------------------------------                      ------------------------------------
                                                                               
        4th Fiscal Quarter, 1998                                                                1.65 x
        1st Fiscal Quarter, 1999                                                                1.65 x
        2nd Fiscal Quarter, 1999                                                                1.70 x
        3rd Fiscal Quarter, 1999                                                                1.75 x
        4th Fiscal Quarter, 1999                                                                1.80 x
        1st Fiscal Quarter, 2000                                                                1.85 x
        2nd Fiscal Quarter, 2000                                                                1.90 x
        3rd Fiscal Quarter, 2000                                                                1.95 x
        4th Fiscal Quarter, 2000 through 3rd Fiscal
            Quarter, 2001                                                                       2.00 x
        4th Fiscal Quarter, 2001 through 3rd Fiscal
            Quarter, 2002                                                                       2.25 x
        4th Fiscal Quarter, 2002 through 3rd Fiscal
            Quarter, 2003                                                                       2.50 x
        4th Fiscal Quarter, 2003 through 3rd Fiscal
            Quarter, 2004                                                                       2.75 x
        4th Fiscal Quarter, 2004 and thereafter                                                 3.00 x


         E. MAXIMUM NET SENIOR DEBT RATIO. Company shall not permit the Net
Senior Debt Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending December 31, 1999, to exceed 3.50:1.00.

7.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.

                  Company shall not, and shall not permit any of Company's
Subsidiaries to, enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets, whether now
owned or hereafter acquired, or acquire by purchase or otherwise all or
substantially all the business, property or fixed assets of, or stock or other
evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:

                  (i) (a) any Domestic Subsidiary of Company may be merged with
         or into Company or any Subsidiary Guarantor, or be liquidated, wound up
         or dissolved, or all or any part of its business, property or assets
         may be conveyed, sold, leased, transferred or otherwise disposed of, in
         one transaction or a series of transactions, to Company or any
         Subsidiary Guarantor; PROVIDED that, in the case of such a merger,
         Company or such Subsidiary Guarantor shall be the continuing or
         surviving corporation and (b) any Foreign Subsidiary may be merged with
         or into another Foreign Subsidiary or, so long as the surviving
         corporation of such merger is Company or a Domestic Subsidiary, with or
         into the Company or any Domestic Subsidiary, or be liquidated, wound up
         or dissolved, or all or any part of its business, property or assets
         may be conveyed, sold, leased, transferred or otherwise disposed of in
         one transaction or a series of transactions, to Company, a Subsidiary
         Guarantor or another Foreign Subsidiary, PROVIDED, that notwithstanding
         the above, a Subsidiary may only liquidate or dissolve into, or merge
         with and into, another Subsidiary if, after giving effect to


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         such combination or merger, Company continues to own (directly or
         indirectly), and Administrative Agent continues to have pledged to it
         pursuant to the DAH Pledge Agreement or Subsidiary Pledge Agreement, a
         percentage of the issued and outstanding equity Securities (on a fully
         diluted basis) of the Subsidiary surviving such combinations or merger
         that is equal to or in excess of the percentage of the issued and
         outstanding shares of equity Securities (on a fully diluted basis) of
         the Subsidiary that does not survive such combinations or merger that
         was (immediately prior to the combination or merger) owned by the
         Company or pledged to Administrative Agent;

                  (ii) Company and its Subsidiaries may make Consolidated
         Capital Expenditures permitted under subsection 7.8;

                  (iii) Company and its Subsidiaries may dispose of obsolete,
         worn out or surplus property in the ordinary course of business;

                  (iv) Company and its Subsidiaries may consummate any transfer,
         conveyance or other disposal that constitutes (a) an Investment
         permitted under subsection 7.3, (b) a Lien permitted under subsection
         7.2, (c) a Restricted Junior Payment permitted under subsection 7.5 or
         (d) a sale and leaseback transaction permitted by subsection 7.10;

                  (v) Company and its Subsidiaries may sell or otherwise dispose
         of assets in transactions that do not constitute Asset Sales;

                  (vi) Finance Co., Acquisition Co. and DAH may consummate the
         Merger and the Second Merger;

                  (vii) (x) Company and its Subsidiaries may make Permitted
         Acquisitions; PROVIDED that such Permitted Acquisitions result in the
         Company or the relevant Subsidiary acquiring a majority controlling
         interest in the Person (or its assets and businesses) acquired, or
         increasing any such controlling interest maintained by it in such
         Person or result in the Person acquired becoming an Acquired Controlled
         Person with respect to Company and its Subsidiaries; and (y) no later
         than five Business Days prior to the consummation thereof, Company
         delivers to Agents a Permitted Acquisition Compliance Certificate
         demonstrating compliance with the requirements of the definition of
         "Permitted Acquisition" and copies of all acquisition agreements
         executed and delivered in connection therewith to the extent available
         and requested by Administrative Agent; and PROVIDED FURTHER that
         reasonably promptly following the consummation of such Permitted
         Acquisition, Company shall have complied with the provisions of
         subsections 6.8 and 6.9 with respect thereto to the extent applicable;

                  (viii) Prior to the consummation of the Merger, Company or any
         of its Subsidiaries may convey, sell, transfer or otherwise dispose of
         any Margin Stock, whether now owned or hereafter acquired; PROVIDED
         that such disposition is for fair value and the proceeds are held in
         Cash or Cash Equivalents;

                  (ix) Company and its Subsidiaries may sell or otherwise
         dispose of assets as a result of any taking of assets described in
         clause (ii) of the definition of "Net Insurance/Condemnation Proceeds",
         so long as the Net Insurance/Condemnation Proceeds resulting therefrom
         are applied or reinvested as required by subsection 2.4B(iii)(b);


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                  (x) Company and its Subsidiaries may sell or discount overdue
         accounts receivable in the ordinary course of business, but only in
         connection with the compromise or collection thereof;

                  (xi) Company and its Subsidiaries may make Asset Sales to
         Non-Wholly-Owned Subsidiaries that are not Subsidiary Guarantors of
         assets having a fair market value of not in excess of $10,000,000 in
         the aggregate for all such Asset Sales made after the Closing Date;
         provided that (x) the consideration for such assets shall be in an
         amount at least equal to the fair market value thereof, and (y) any
         Investment in such Non-Wholly-Owned Subsidiaries resulting from such
         Asset Sale shall be permitted by subsection 7.3(xiii) or as a Permitted
         Acquisition pursuant to subsection 7.3 (viii); and

                  (xii) Company and its Subsidiaries may make Asset Sales not
         permitted by the foregoing clauses of assets having a fair market value
         of not in excess of $5,000,000 in any Fiscal Year or of $10,000,000 in
         the aggregate for all such Asset Sales made after the Closing Date;
         PROVIDED that (x) the consideration received for such assets shall be
         in an amount at least equal to the fair market value thereof; (y) at
         least 75% of the consideration received therefor is in the form of
         cash; and (z) the proceeds of such Asset Sale are applied or reinvested
         as required by subsection 2.4B(iii)(a).

7.8      CONSOLIDATED CAPITAL EXPENDITURES.

                  (i) Company will not, and will not permit any of its
         Subsidiaries to, make or commit to make Consolidated Capital
         Expenditures in any Fiscal Year, except Consolidated Capital
         Expenditures which do not aggregate in excess of $8,000,000 in such
         Fiscal Year PLUS an additional aggregate amount equal to $10,000,000 in
         the aggregate for all such Consolidated Capital Expenditures made
         after the Closing Date; PROVIDED that (a) if the aggregate amount of
         Consolidated Capital Expenditures actually made in any such Fiscal Year
         shall be less than the limit with respect thereto set forth above
         (before giving effect to any increase therein pursuant to this proviso)
         (the "BASE AMOUNT"), then the amount of such shortfall (up to an amount
         equal to 50% of the Base Amount for such Fiscal Year, without giving
         effect to this proviso) may be added to the amount of such Consolidated
         Capital Expenditures permitted for the immediately succeeding Fiscal
         Year and any such amount carried forward to a succeeding Fiscal Year
         shall be deemed to be used prior to Company and its Subsidiaries using
         the amount of capital expenditures permitted by this section in such
         succeeding Fiscal Year, without giving effect to such carryforward and
         (b) for any Fiscal Year (or portion thereof) following any acquisition
         of a business (whether through the purchase of assets or of shares of
         capital stock) permitted under Article 7, the Base Amount for such
         Fiscal Year (or portion) shall be increased, for each such acquisition,
         by an amount equal to the product of (A) the lesser of (x) $5,000,000
         and (y) 4% of revenues of the business acquired in such acquisition for
         the period of four Fiscal Quarters most recently ended on or prior to
         the date of such Business Acquisition multiplied by (B) (x) in the case
         of any partial Fiscal Year, a fraction, the numerator of which is the
         number of days remaining in such Fiscal Year after the date of such
         Business Acquisition and the denominator of which is 365 (or 366 in a
         leap year), and (y) in the case of any full Fiscal Year, 1.

                  (ii) The parties acknowledge and agree that the permitted
         Consolidated Capital Expenditure level set forth in clause (i) above
         shall be exclusive of the amount of Consolidated Capital Expenditures
         actually made with the proceeds of a cash capital


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         contribution to Company (including the proceeds of issuance of equity
         securities) made, by Parent from the issuance by Parent of its equity
         Securities after the Closing Date and specifically identified in a
         certificate delivered by an Authorized Officer of Company to
         Administrative Agent on or about the time such capital contribution is
         made; PROVIDED that, to the extent any such cash capital contributions
         constitute Net Securities Proceeds after the Merger Date, only that
         portion of such Net Securities Proceeds which is not required to be
         applied as a prepayment pursuant to Section 2.4B(iii)(c) may be used
         for Consolidated Capital Expenditures pursuant to this clause (ii).

7.9      FISCAL YEAR.

                  Company shall not change its Fiscal Year-end from December 31
of each calendar year.

7.10     SALES AND LEASE-BACKS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as
a guarantor or other surety with respect to any lease, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (i) which Company or any of its
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person (other than Company or any of its Subsidiaries) or (ii) which Company or
any of its Subsidiaries intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by Company or any
of its Subsidiaries to any Person (other than Company or any of its
Subsidiaries) in connection with such lease; PROVIDED that Company and its
Subsidiaries may become and remain liable as lessee, guarantor or other surety
with respect to any such lease if the property which is subject to such lease
was acquired by Company or any of its Subsidiaries within 180 days of such sale
or transfer of such property by the Company or any of its Subsidiaries.

7.11     SALE OR DISCOUNT OF RECEIVABLES.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, sell with recourse, or discount or
otherwise sell for less than the face value thereof, any of its notes or
accounts receivable; provided that Company and its Subsidiaries may sell or
discount overdue accounts receivable in the ordinary course business, but only
in connection with the compromise or collection thereof.

7.12     TRANSACTIONS WITH STOCKHOLDERS AND AFFILIATES.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any holder of 10% or more of the voting
Securities of Parent or Company or with any Affiliate of Parent or Company on
terms that are less favorable to Company or that Subsidiary, as the case may be,
than those that might be obtained at the time from Persons who are not such a
holder or Affiliate; PROVIDED that the foregoing restriction shall not apply to
(i) any transaction between Company and any of its Wholly-Owned Subsidiaries or
between any of its Wholly-Owned Subsidiaries; (ii) reasonable and customary fees
paid to members of the Boards of Directors of Company and its Subsidiaries;
(iii) any Restricted Junior Payment permitted under subsection 7.5; (iv) the
entry into and performance of obligations


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under arrangements with DLJ and its Affiliates for underwriting, investment
banking and advisory services on usual and customary terms (including payments
of the fee in respect of advisory services contemplated in subsection 7.5(iii));
(v) the payment of reasonable and customary fees and reimbursement of expenses
payable to directors of Parent; (vi) employment arrangements with respect to the
procurement of services of directors, officers and employees in the ordinary
course of business and the payment of reasonable fees in connection therewith;
(vii) the issuance of equity Securities to Global Technology Partners, L.L.C.
described in subsection 7.3; (viii) the execution, delivery and performance of
the Merger Agreement and the consummation of the Tender Offer and the other
transactions contemplated by the Tender Offer Materials; and (ix) the execution,
delivery and performance of the agreements listed on Schedule 7.12.

7.13     ISSUANCE OF SUBSIDIARY EQUITY.

                  Company shall not permit any of its Subsidiaries directly or
indirectly to issue any shares of its capital stock or other equity Securities
except to Company, another Subsidiary of Company, to qualify directors if
required by applicable law or in proportion to its existing equity Securities of
any class. Company shall not permit DAH on and after the Closing Date to issue
any options, warrants or other rights to purchase or acquire any equity interest
in DAH if after giving effect thereto, Company would own less than the Minimum
Shares.

7.14     CONDUCT OF BUSINESS.

                  From and after the Closing Date, Company shall not, and shall
not permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders.

7.15     AMENDMENTS OR WAIVERS OF MERGER AGREEMENT; AMENDMENTS OF DOCUMENTS
RELATING TO SUBORDINATED INDEBTEDNESS.

         A. Neither Company nor any of its Subsidiaries will agree to any
material amendment to, or waive any of its material rights under, the Merger
Agreement, or terminate or agree to terminate the Merger Agreement without in
each case obtaining the prior written consent of Requisite Lenders to such
amendment, waiver or termination.

         B. Company shall not, and shall not permit any of its Subsidiaries to,
amend or otherwise change the terms of any Subordinated Indebtedness, or make
any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral), or if
the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder to the detriment of Lenders or to confer any additional rights on the
holders of such Subordinated Indebtedness (or a trustee or other representative
on their behalf) which would be adverse to Lenders.


                                      122


         C. Company shall not, and shall not permit any of its Subsidiaries to,
designate any Indebtedness as "Designated Senior Debt" (as defined in any of the
Senior Subordinated Bridge Note Agreement or the Senior Subordinated Note
Indenture) without the prior written consent of Requisite Lenders.

7.16     ERDA ACQUISITION.

                  Company shall not, and shall not permit any of its
Subsidiaries to, consummate, directly or indirectly, the acquisition of ERDA,
Inc. unless (i) Company has received additional gross cash proceeds of at least
$25,000,000 from the issuance of Company Preferred Stock and (ii) the aggregate
purchase price (excluding Earn-Outs) for ERDA, Inc. does not exceed $34,000,000,
and (iii) the documentation for such acquisition shall be in form and substance
reasonably satisfactory to Syndication Agent.

SECTION 8.        EVENTS OF DEFAULT

                  If any of the following conditions or events ("Events of
Default") shall occur:

8.1       FAILURE TO MAKE PAYMENTS WHEN DUE.

                  Failure by Company to pay any installment of principal of any
Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Company
to pay when due any amount payable to an Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by Company to pay any interest on
any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

8.2       DEFAULT IN OTHER AGREEMENTS.

                  (i) Failure of Company or any of its Subsidiaries to pay when
due any principal of or interest on or any other amount payable in respect of
one or more items of Indebtedness (other than Indebtedness referred to in
subsection 8.1) or Contingent Obligations in either an individual or an
aggregate principal amount of $5,000,000 or more, in each case beyond the end of
any grace period provided therefor; or (ii) breach or default by Company or any
of its Subsidiaries with respect to any other material term of (a) one or more
items of Indebtedness or Contingent Obligations in the individual or aggregate
principal amounts referred to in clause (i) above or (b) any loan agreement,
mortgage, indenture or other agreement relating to such item(s) of Indebtedness
or Contingent Obligation(s), if the effect of such breach or default is to
cause, or to permit the holder or holders of that Indebtedness or Contingent
Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that
Indebtedness or Contingent Obligation(s) to become or be declared due and
payable prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be; or

8.3      BREACH OF CERTAIN COVENANTS.

                  Failure of Company to perform or comply with any term or
condition contained in subsection 2.5, 6.2 (solely with respect to the continued
existence of Company) or 6.1(vii) or Section 7 of this Agreement; or


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8.4      BREACH OF WARRANTY.

                  Any representation, warranty, certification or other statement
made by Company or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made; or

8.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

                  Any Loan Party shall default in the performance of or
compliance with any term contained in this Agreement or any of the other Loan
Documents, other than any such term referred to in any other subsection of this
Section 8, and such default shall not have been remedied or waived within 30
days after receipt by Company and such Loan Party of notice from Administrative
Agent at the direction of the Requisite Lenders of such default; or

8.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) A court having jurisdiction in the premises shall enter a
decree or order for relief in respect of Company or any of its Subsidiaries
(other than any Immaterial Subsidiary) in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against Company or any of its
Subsidiaries (other than any Immaterial Subsidiary) under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over Company or any of its
Subsidiaries (other than any Immaterial Subsidiary), or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of Company or any of its Subsidiaries (other than any Immaterial
Subsidiary) for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Company or any of its Subsidiaries (other
than any Immaterial Subsidiary), and any such event described in clauses (i) or
(ii) shall continue for 60 days unless dismissed, bonded or discharged; or

8.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) Company or any of its Subsidiaries (other than any
Immaterial Subsidiary) shall have an order for relief entered with respect to it
or commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or
Company or any of its Subsidiaries (other than any Immaterial Subsidiary) shall
make any assignment for the benefit of creditors; or (ii) Company or any of its
Subsidiaries (other than any Immaterial Subsidiary) shall be unable, or shall
fail generally, or shall admit in writing its inability, to pay its debts as
such debts become due; or the Board of Directors of Company or any of its
Subsidiaries (other than any Immaterial Subsidiary) (or any committee thereof)
shall adopt any


                                      124


resolution or otherwise authorize any action to approve any of the actions
referred to in clause (i) above or this clause (ii); or

8.8      JUDGMENTS AND ATTACHMENTS.

                  Any money judgment, writ or warrant of attachment involving
either in any individual case or in the aggregate at any time an amount in
excess of $5,000,000 (in either case not adequately covered by insurance as to
which a responsible insurance company is not denying its liability with respect
thereto) shall be entered or filed against Company or any of its Subsidiaries or
any of their respective assets and shall remain undischarged, unvacated,
unbonded or unstayed for a period of 60 days; or

8.9      DISSOLUTION.

                  Any order, judgment or decree shall be entered against Company
or any of its Subsidiaries (other than any Immaterial Subsidiary) decreeing the
dissolution or split up of Company or that Subsidiary (except as permitted under
Sections 6.2 and 7.7 and such order shall remain undischarged or unstayed for a
period in excess of 60 days; or

8.10     EMPLOYEE BENEFIT PLANS.

                  There shall occur one or more ERISA Events which individually
or in the aggregate results in or might reasonably be expected to result in
liability of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in excess of $5,000,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $5,000,000; or

8.11     CHANGE IN CONTROL.

                  Any Change in Control shall occur; or

8.12     INVALIDITY OF GUARANTIES; FAILURE OF SECURITY; REPUDIATION OF
OBLIGATIONS.

                  At any time after the execution and delivery thereof, (i) any
Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall cease to be in full force and effect (other than in accordance with its
terms) or shall be declared to be null and void, (ii) any Collateral Document
shall cease to be in full force and effect (other than by reason of a release of
Collateral thereunder in accordance with the terms hereof or thereof, the
satisfaction in full of the Obligations or any other termination of such
Collateral Document in accordance with the terms hereof or thereof) or shall be
declared null and void, or Administrative Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any Collateral purported to be
covered thereby, in each case for any reason other than the failure of any Agent
or any Lender to take any action within its control or except to the extent that
any such event is covered by a lender's title insurance policy and the relevant
insurer promptly after the occurrence thereof shall have acknowledged in writing
that the same is covered by such title insurance policy, or (iii) any Loan Party
shall contest the validity or enforceability of any Loan Document in writing; or


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8.13     MERGERS.

                  The Mergers shall be unwound, reversed or otherwise rescinded
in whole or in part for any reason or, prior to the Merger Date, the Merger
Agreement shall be terminated or the Merger shall not occur on or prior to the
150th day after the Closing Date;

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7 (with respect to Company or any Subsidiary Guarantor and, prior to the
Merger, DAH), each of (a) the unpaid principal amount of and accrued interest on
the Loans, (b) an amount equal to the maximum amount that may at any time be
drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letter of Credit), and (c) all other Obligations
shall automatically become immediately due and payable, without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by Company, and the obligation of each Lender to make any Loan,
the obligation of any Issuing Lender to issue any Letter of Credit and the right
of any Issuing Lender to issue any Letter of Credit hereunder shall thereupon
terminate, and (ii) upon the occurrence and during the continuation of any other
Event of Default, Administrative Agent shall, upon the written request or with
the written consent of Requisite Lenders, by written notice to Company, declare
all or any portion of the amounts described in clauses (a) through (c) above to
be, and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of any Issuing Lender
to issue any Letter of Credit and the right of any Issuing Lender to issue any
Letter of Credit hereunder shall thereupon terminate; PROVIDED that the
foregoing shall not affect in any way the obligations of Working Capital Lenders
under subsection 3.3C(i) or the obligations of Working Capital Lenders to
purchase participations in any unpaid Swing Line Loans as provided in subsection
2.1A(iv).

                  Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent and applied as
follows:

If for any reason the aggregate amount delivered by Company as aforesaid is less
than the amount described in clause (b) above (the "AGGREGATE AVAILABLE
AMOUNT"), the aggregate amount so delivered shall be apportioned among all
outstanding Letters of Credit in accordance with the ratio of the maximum amount
available for drawing under each such Letter of Credit (as to such Letter of
Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon
any drawing under any outstanding Letters of Credit in respect of which Company
has delivered to Administrative Agent any amounts described above,
Administrative Agent shall apply such amounts to reimburse the Issuing Lender
for the amount of such drawing. In the event of cancellation or expiration of
any Letter of Credit in respect of which Company has delivered any amounts
described above, or in the event of any reduction in the Maximum Available
Amount under such Letter of Credit, Administrative Agent shall apply the amount
then on deposit with it in respect of such Letter of Credit (LESS, in the case
of such a reduction, the Maximum Available Amount under such Letter of Credit
immediately after such reduction) first, to the extent of any excess, to the
cash collateralization of any outstanding Letters of Credit in respect of which
Company has failed to pay all or a portion of the amounts described above (such
cash collateralization to be apportioned among all such Letters of Credit in the
manner described above), second, to the extent of any further excess, to the
payment of any other outstanding Obligations in such order as Administrative
Agent shall elect, and third, to the extent of any further excess, to the
payment to whomsoever shall be lawfully entitled to receive such funds.


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                  Notwithstanding anything contained in the second preceding
paragraph, if at any time within 60 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Company shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of Default (other
than non-payment of the principal of and accrued interest on the Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by
written notice to Company, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Company, and such
provisions shall not at any time be construed so as to grant Company the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

SECTION 9.        THE AGENTS

9.1      APPOINTMENT.

         A. APPOINTMENT OF AGENTS. Bank One, NA is hereby appointed
Administrative Agent hereunder and under the other Loan Documents and each
Lender hereby authorizes Administrative Agent to act as its contractual
representative in accordance with the terms of this Agreement and the other Loan
Documents. DLJ is hereby appointed Syndication Agent hereunder and under the
other Loan Documents and each Lender hereby authorizes Syndication Agent to act
as its contractual representative in accordance with the terms of this Agreement
and the other Loan Documents. Each of Syndication Agent and Administrative Agent
agrees to act upon the express conditions contained in this Agreement and the
other Loan Documents, as applicable. The provisions of this Section 9 are solely
for the benefit of each of Syndication Agent and Administrative Agent, and
Lenders and Company shall have no rights as a third party beneficiary of any of
the provisions thereof. Notwithstanding the use of the defined term "Agent," it
is expressly understood and agreed that the no Agent shall have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agents are merely acting as the contractual
representatives of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In their respective capacities
as the Lenders' contractual representatives, the Agents (i) do not hereby assume
any fiduciary duties to any of the Lenders, (ii) are "representatives" of the
Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and
(iii) are acting as independent contractors, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against the
Agents on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives.

         B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the purpose of
this Agreement and the other Loan Documents that there shall be no violation of
any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement
or any of the other Loan Documents, and in particular in case of the enforcement
of any of the Loan Documents, or in case Administrative Agent deems that by
reason of any present or


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future law of any jurisdiction it may not exercise any of the rights, powers or
remedies granted herein or in any of the other Loan Documents or take any other
action which may be desirable or necessary in connection therewith, it may be
necessary that Administrative Agent appoint an additional individual or
institution as a separate trustee, co-trustee, collateral agent or collateral
co-agent (any such additional individual or institution being referred to herein
individually as a "SUPPLEMENTAL COLLATERAL AGENT" and collectively as
"SUPPLEMENTAL COLLATERAL AGENTS").

                  In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

                  Should any instrument in writing from Company or any other
Loan Party be required by any Supplemental Collateral Agent so appointed by
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, Company shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative Agent until the
appointment of a new Supplemental Collateral Agent.

9.2      POWERS AND DUTIES; GENERAL IMMUNITY.

         A. POWERS. Each Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to such Agent by the terms thereof,
together with such powers as are reasonably incidental thereto. No Agent shall
have any implied duties to the Lenders, or any obligation to the Lenders to take
any action thereunder except any action specifically provided by the Loan
Documents to be taken by such Agent.

         B. GENERAL IMMUNITY. No Agent nor any of their respective directors,
officers, agents or employees shall be liable to Company, the Lenders or any
Lender for any action taken or omitted to be taken by it or them hereunder or
under any other Loan Document or in connection herewith or therewith except to
the extent such action or inaction has arisen from the gross negligence or
willful misconduct of such Person.

         C. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. No Agent nor any of
their respective directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or


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agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Section 4, except
receipt of items required to be delivered solely to Administrative Agent or
Syndication Agent, as the case may be; (d) the existence or possible existence
of any Event of Default or Potential of Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of Company or any guarantor
of any of the Obligations or of any of Company's or any such guarantor's
respective Subsidiaries. No Agent shall have any duty to disclose to the Lenders
information that is not required to be furnished by Company to such Agent at
such time, but is voluntarily furnished by Company to such Agent (either in its
capacity as Administrative Agent or Syndication Agent, as the case may be, or in
its individual capacity). Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the Letter of Credit Usage
or the component amounts thereof.

         D. ACTION ON INSTRUCTIONS OF LENDER. Each Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Requisite Lenders (or if required by the terms of subsection 10.6, all of the
Lenders), and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge
that each Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Requisite Lenders. Each Agent shall be fully justified in failing or refusing to
take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders in proportion to their
Pro Rata Share against any and all liability, cost and expense that it may incur
by reason of taking or continuing to take any such action.

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

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

         G. AGENTS' REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify each Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by Company for which any Agent is entitled to reimbursement by
Company under the Loan Documents, (ii) for any other expenses incurred by any
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery,


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administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by any Agent in connection with any
dispute between the Agents, the Agents and any Lender or between two or more of
the Lenders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against any Agent in any way relating to or arising out of the Loan Documents or
any other document delivered in connection therewith or the transactions
contemplated thereby (including, without limitation, for any such amounts
incurred by or asserted against any Agent in connection with any dispute between
the Agents, the Agents and any Lender or between two or more of the Lenders), or
the enforcement of any of the terms of the Loan Documents or of any such other
documents; PROVIDED that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of any Agent and (ii) any indemnification required
pursuant to subsection 2.7 shall, notwithstanding the provisions of this
subsection, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this subsection shall survive
payment of the Obligations and termination of this Agreement.

         H. NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Event of Default or Potential Event of Default
hereunder unless such Agent has received written notice from a Lender or Company
referring to this Agreement describing such Event of Default or Potential Event
of Default and stating that such notice is a "notice of default". In the event
that any Agent receives such a notice, such Agent shall give prompt notice
thereof to the Lenders.

         I. RIGHTS AS A LENDER. In the event any Agent is a Lender, such Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not such Agent, and the term "Lender" or
"Lenders" shall, at any time when any Agent is a Lender, unless the context
otherwise indicates, include such Agent in its individual capacity. Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with Company or any
of its Subsidiaries in which Company or such Subsidiary is not restricted hereby
from engaging with any other Person.

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

         K. DELEGATION TO AFFILIATES. Company and the Lenders agree that any
Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which such Agent is entitled under Sections 9 and 10.


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9.3      SUCCESSOR AGENTS AND SWING LINE LENDER.

         A. SUCCESSOR AGENTS. The Syndication Agent may resign at any time upon
one Business Day's prior notice thereof to Company and Administrative Agent, and
the Administrative Agent may resign at any time by giving written notice thereof
to the Syndication Agent, the Lenders and Company, such resignations to be
effective upon the appointment of a successor Administrative Agent or
Syndication Agent, as the case may be, or, if no successor Administrative Agent
or Syndication Agent has been appointed, forty-five days after the retiring
Administrative Agent or Syndication Agent gives notice of its intention to
resign. Administrative Agent may be removed at any time with or without cause by
written notice received by Administrative Agent from the Requisite Lenders, such
removal to be effective on the date specified by the Requisite Lenders. Upon any
such resignation or removal, the Requisite Lenders shall have the right to
appoint, on behalf of Company and the Lenders, and, if no Event of Default has
occurred and is continuing, subject to the consent of Company, a successor
Administrative Agent or Syndication Agent, as the case may be. If no successor
Administrative Agent or Syndication Agent shall have been so appointed by the
Requisite Lenders within thirty days after the resigning Administrative Agent's
or Syndication Agent's giving notice of its intention to resign, then the
resigning Administrative Agent or Syndication Agent, as the case may be, may
appoint, on behalf of Company and the Lenders, a successor Administrative Agent
or Syndication Agent, as the case may be. Notwithstanding the previous sentence,
Administrative Agent or Syndication Agent may at any time without the consent of
Company or any Lender, appoint any of its Affiliates which is a commercial bank
as the successor Administrative Agent or Syndication Agent hereunder. If
Administrative Agent or Syndication Agent has resigned or been removed and no
successor Administrative Agent or Syndication Agent has been appointed, the
Lenders may perform all the duties of Administrative Agent or Syndication Agent
hereunder and Company shall make all payments in respect of the Obligations to
the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent or Syndication Agent shall be deemed
to be appointed hereunder until such successor Administrative Agent or
Syndication Agent has accepted the appointment. Any such successor
Administrative Agent or Syndication Agent shall be a commercial bank having
capital and retained earnings of at least $100,000,000. Upon the acceptance of
any appointment as Administrative Agent or Syndication Agent hereunder by a
successor Administrative Agent or Syndication Agent, such successor
Administrative Agent or Syndication Agent shall thereupon succeed to and become
vested with all the rights, power, privileges and duties of the resigning or
removed Administrative Agent or Syndication Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent or Syndication Agent, the
resigning or removed Administrative Agent or Syndication Agent shall be
discharged from its duties and obligations hereunder and under the Loan
Documents. After the effectiveness of the resignation or removal of the
Administrative Agent or the Syndication Agent, as the case may be, the
provisions of this Section 9 shall continue in effect for the benefit of such
Administrative Agent or Syndication Agent in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent or
Syndication Agent hereunder and under the other Loan Documents. In the event
that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this subsection, then the term "Corporate Base Rate" as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of the
new Administration Agent.

         B. SUCCESSOR SWING LINE LENDER. Any resignation or removal of
Administrative Agent pursuant to subsection 9.3A shall also constitute the
resignation or removal of First Chicago or its successor as Swing Line Lender,
and any successor Administrative Agent appointed pursuant to subsection 9.3A
shall, upon its acceptance of such appointment, become the successor Swing Line


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Lender for all purposes hereunder. In such event (i) the resigning or removed
Swing Line Lender shall assign all of its rights and obligations with respect to
the Swing Line Loans to the successor Swing Line Lender pursuant to an
Assignment Agreement and such successor Swing Line Lender shall be entitled
thereafter to all of the rights and immunities of the resigning or removed Swing
Line Lender pursuant to subsection 2.1, (ii) the retiring or removed
Administrative Agent and Swing Line Lender shall surrender the Swing Line Note
held by it to Company for cancellation, and (iii) Company shall issue a new
Swing Line Note to the successor Administrative Agent and Swing Line Lender
substantially in the form of EXHIBIT VII annexed hereto, in the principal amount
of the Swing Line Loan Commitment then in effect and with other appropriate
insertions.

9.4      COLLATERAL DOCUMENTS AND GUARANTIES.

         A. EXECUTION OF COLLATERAL DOCUMENTS. The Lenders hereby empower and
authorize Administrative Agent to execute and deliver to Company on their behalf
the Collateral and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Collateral Documents and to be the
agent for and representative of Lenders under each Guaranty, and each Lender
agrees to be bound by the terms of each Collateral Document and Guaranty.
Anything contained in any of the Loan Documents to the contrary notwithstanding,
Company, each Agent and each Lender hereby agree that (X) no Lender shall have
any right individually to realize upon any of the Collateral under any
Collateral Document or to enforce any Guaranty, it being understood and agreed
that all rights and remedies under the Collateral Documents and the Guaranties
may be exercised solely by Administrative Agent for the benefit of Lenders in
accordance with the terms thereof, and (Y) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, any Agent or any Lender may, to the fullest extent that the same may be
permitted under applicable law, be the purchaser of any or all of such
Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

         B. COLLATERAL RELEASES. The Lenders hereby empower and authorize
Administrative Agent to execute and deliver to Company on their behalf any
agreements, documents or instruments as shall be necessary or appropriate to
effect any releases of Collateral which shall be permitted by the terms hereof
or of any other Loan Document or which shall otherwise have been approved by the
Requisite Lenders (or, if required by the terms of subsection 10.6, all of the
Lenders) in writing.

SECTION 10.       MISCELLANEOUS

10.1     ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF CREDIT.

         A. GENERAL. Subject to subsection 10.1B, each Lender shall have the
right at any time to (i) sell, assign or transfer to any Eligible Assignee, or
(ii) sell participations to any Person in, all or any part of its Commitments or
any Loan or Loans made by it or participations in Letters of Credit hereunder or
any other interest herein or in any other Obligations owed to it; PROVIDED that
no such sale, assignment, transfer or participation shall, without the consent
of Company, require Company to file a registration statement with the Securities
and Exchange Commission or apply to qualify such sale, assignment, transfer or
participation under the securities laws of any state; PROVIDED, FURTHER that


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no such sale, assignment, transfer or participation of any participation in
Letters of Credit hereunder may be made separately from a sale, assignment,
transfer or participation of a corresponding interest in the Working Capital
Loan Commitment and the Working Capital Loans of the Working Capital Lender
effecting such sale, assignment, transfer or participation; and PROVIDED,
FURTHER that, anything contained herein to the contrary notwithstanding, the
Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may not
be sold, assigned or transferred as described in clause (i) above to any Person
other than a successor Administrative Agent and Swing Line Lender to the extent
contemplated by subsection 9.3. Except as otherwise provided in this subsection
10.1, no Lender shall, as between Company and such Lender, be relieved of any of
its obligations hereunder as a result of any sale, assignment or transfer of, or
any granting of participations in, all or any part of its Commitments or the
Loans, the Letters of Credit or participations therein, or the other Obligations
owed to such Lender.

         B. ASSIGNMENTS.

            (i) AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment, Loan or
         participation in Letters of Credit hereunder, or other Obligation may
         (a) be assigned in any amount to another Lender, or to an Affiliate or
         Affiliated Fund of the assigning Lender or another Lender, with the
         giving of notice to Company and Administrative Agent, or (b) be
         assigned in an aggregate amount of not less than $1,000,000 (or such
         lesser amount as shall constitute the aggregate amount of the
         Commitments, Loans, and participations in Letters of Credit, and other
         Obligations of the assigning Lender or as may be consented to by
         Company and Agents) to any other Eligible Assignee with the consent of
         Company (which consent shall only be required if no Event of Default
         has occurred and is continuing) and, with respect to all Lenders other
         than Syndication Agent, Administrative Agent (which consent of Company
         and Administrative Agent shall not be unreasonably withheld or
         delayed). To the extent of any such assignment in accordance with
         either clause (a) or (b) above, the assigning Lender shall be relieved
         of its obligations with respect to its Commitments, Loans or
         participations in Letters of Credit, or other Obligations or the
         portion thereof so assigned. The parties to each such assignment shall
         execute and deliver to Administrative Agent, for its acceptance, an
         Assignment Agreement (which shall contain a representation by the
         Assignee to the effect that none of the consideration used to make the
         purchase of the Commitment, Loan or participation in Letters of Credit
         under the applicable Assignment Agreement are "plan assets" as defined
         under ERISA and that the rights and interests of the Assignee in and
         under the Loan Documents will not be "plan assets" under ERISA),
         together with a processing fee of $3,500 (or such other amount as may
         be agreed to by Administrative Agent) and such forms, certificates or
         other evidence, if any, with respect to United States federal income
         tax withholding matters as the assignee under such Assignment Agreement
         may be required to deliver to Administrative Agent pursuant to
         subsection 2.7B(iii)(a). Upon such execution, delivery and acceptance
         from and after the effective date specified in such Assignment
         Agreement, (y) the assignee thereunder shall be a party hereto and, to
         the extent that rights and obligations hereunder have been assigned to
         it pursuant to such Assignment Agreement, shall have the rights and
         obligations of a Lender hereunder and (z) the assigning Lender
         thereunder shall, to the extent that rights and obligations hereunder
         have been assigned by it pursuant to such Assignment Agreement,
         relinquish its rights (other than any rights which survive the
         termination of this Agreement under subsection 10.9B) and be released
         from its obligations under this Agreement (and, in the case of an
         Assignment Agreement covering all or the remaining portion of an
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto; PROVIDED that,


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         anything contained in any of the Loan Documents to the contrary
         notwithstanding, if such Lender is the Issuing Lender with respect to
         any outstanding Letters of Credit such Lender shall continue to have
         all rights and obligations of an Issuing Lender with respect to such
         Letters of Credit until the cancellation or expiration of such Letters
         of Credit and the reimbursement of any amounts drawn thereunder). The
         Commitments hereunder shall be modified to reflect the Commitment of
         such assignee and any remaining Commitment of such assigning Lender
         and, if any such assignment occurs after the issuance to the assigning
         Lender of Notes hereunder, the assigning Lender shall, upon the
         effectiveness of such assignment or as promptly thereafter as
         practicable, surrender its applicable Notes to Administrative Agent for
         cancellation, and thereupon new Notes shall be issued to the assignee
         and to the assigning Lender, substantially in the form of EXHIBIT IV,
         EXHIBIT V, EXHIBIT VI, EXHIBIT VII or EXHIBIT VIII annexed hereto, as
         the case may be, with appropriate insertions, to reflect the new
         Commitments and/or outstanding Term Loans, as the case may be, of the
         assignee and the assigning Lender.

            (ii) ACCEPTANCE BY ADMINISTRATIVE AGENT. Upon its receipt of an
         Assignment Agreement executed by an assigning Lender and an assignee
         representing that it is an Eligible Assignee, together with the
         processing fee referred to in subsection 10.1B(i) and any forms,
         certificates or other evidence with respect to United States federal
         income tax withholding matters that such assignee may be required to
         deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a),
         Administrative Agent shall, if Administrative Agent and Company have
         consented to the assignment evidenced thereby (in each case to the
         extent such consent is required pursuant to subsection 10.1B(i)), (a)
         accept such Assignment Agreement by executing a counterpart thereof as
         provided therein (which acceptance shall evidence any required consent
         of Administrative Agent to such assignment) and (b) give prompt notice
         thereof to Company. Administrative Agent shall maintain a copy of each
         Assignment Agreement delivered to and accepted by it as provided in
         this subsection 10.1B(ii).

         C. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require the Lender that shall have granted such participation to it to take or
omit to take any action hereunder except action directly affecting (i) the
extension of the scheduled final maturity date of any Loan allocated to such
participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D, 2.7 and 3.6) shall be determined as if such Lender had not
sold such participation. Company and each Lender hereby acknowledge and agree
that, solely for purposes of subsections 10.4 and 10.5, to the fullest extent
permitted under applicable law, (a) any participation will give rise to a direct
obligation of Company to the participant and (b) the participant shall be
considered to be a "Lender".

         D. ASSIGNMENTS TO FEDERAL RESERVE BANKS; PLEDGES BY FUNDS. In addition
to the assignments and participations permitted under the foregoing provisions
of this subsection 10.1, any Lender may assign and pledge all or any portion of
its Loans, the other Obligations owed to such Lender, and its Notes to any
Federal Reserve Bank as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank; PROVIDED that (i) no Lender shall, as
between Company and such Lender, be relieved of any of its obligations hereunder
as a result of any such assignment and pledge and (ii) in no event shall such
Federal Reserve Bank be considered to be a "Lender" or be entitled to require
the


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assigning Lender to take or omit to take any action hereunder. Any Lender that
is a fund that invests in commercial loans may pledge all or any portion of its
rights in connection with this Agreement to the trustee for holders of
obligations owed, or securities issued, by such fund as security for such
obligations or securities; provided, that any foreclosure or other exercise of
remedies by such trustee shall be subject to the provisions of this subsection
regarding assignments in all respects. No pledge described in the immediately
preceding sentence shall release such Lender from its obligations hereunder.

         E. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.

         F. REPRESENTATIONS OF LENDERS. Each Lender listed on the signature
pages hereof hereby represents and warrants (i) that it is an Eligible Assignee
described in clause (A) of the definition thereof; (ii) that it has experience
and expertise in the making of loans such as the Loans; and (iii) that it will
make its Loans for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 10.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the representations and
warranties of such Lender contained in Section 2(c) of such Assignment Agreement
are incorporated herein by this reference.

10.2     EXPENSES.

                  Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of the Agents with respect to the preparation of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) the reasonable fees, expenses and disbursements of a single counsel to
Agents and Arranger (including the costs of local or foreign counsel, to the
extent required) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by
Company; (iii) all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant
to any Collateral Document, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Agents and of counsel
providing any opinions that Syndication Agent, Administrative Agent or Requisite
Lenders may request in respect of the Collateral Documents or the Liens created
pursuant thereto; (iv) the custody or preservation of any of the Collateral; (v)
all other actual and reasonable costs and expenses incurred by Arranger,
Syndication Agent or Administrative Agent (including the reasonable fees,
expenses and disbursements of any auditors, accountants or appraisers and any
environmental or other consultants, advisors and agents employed or retained by
Syndication Agent, Administrative Agent or their respective counsel) in
connection with the syndication of the Commitments and the negotiation,
preparation and execution of the Loan Documents and any consents, amendments,
waivers or other modifications thereto and the transactions contemplated
thereby; and (vi) after the occurrence of an Event of Default, all costs and
expenses, including reasonable attorneys' fees and costs of settlement, incurred
by Agents and Lenders in enforcing any Obligations of or in collecting any
payments due from any Loan Party hereunder or under the other Loan Documents by
reason of such Event of Default (including in connection with the sale of,


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collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranties or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings).

10.3     INDEMNITY.

                  In addition to the payment of expenses pursuant to subsection
10.2, whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Arranger, Agents and Lenders, and the officers,
directors, trustees, employees, agents and affiliates of Arranger, Agents and
Lenders (collectively called the "INDEMNITEES"), from and against any and all
Indemnified Liabilities (as hereinafter defined); PROVIDED that Company shall
not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee as determined by a
final judgment of a court of competent jurisdiction or to the extent that such
Indemnified Liabilities are Environmental Liabilities that arise solely out of
the actions of Administrative Agent or Lenders occurring after Administrative
Agent or Lenders shall have foreclosed on, or otherwise dispossessed Company and
its Subsidiaries of, the applicable Facility.

                  As used herein, "INDEMNIFIED LIABILITIES" means, collectively,
any and all liabilities, obligations, losses, damages (including natural
resource damages), penalties, actions, judgments, suits, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranties) or (ii) any Environmental Claim or any Hazardous
Materials Activity relating to or arising from, directly or indirectly, any past
or present activity, operation, land ownership, or practice of Company or any of
its Subsidiaries.

                  To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 10.3 may be unenforceable in
whole or in part because they are violative of any law or public policy, Company
shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.


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10.4     SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default referred to in Sections 8.6 or 8.7 or, with
the consent of the Requisite Lenders, upon the occurrence of any other Event of
Default, each Lender is, to the fullest extent permitted by applicable law,
hereby authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender to or for the credit or
the account of Company against and on account of the obligations and liabilities
then due of Company to that Lender under this Agreement, the Letters of Credit
and participations therein and the other Loan Documents, including all claims of
any nature or description arising out of or connected with this Agreement, the
Letters of Credit and participations therein or any other Loan Document,
irrespective of whether or not that Lender shall have made any demand hereunder.
Company hereby further grants to each Agent and each Lender a security interest
in all deposits and accounts maintained with such Agent or such Lender as
security for the Obligations.

10.5     RATABLE SHARING.

                  Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of Loans
made and applied in accordance with the terms of this Agreement), by realization
upon security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) which is greater than the proportion received by
any other Lender in respect of the Aggregate Amounts Due to such other Lender,
then the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase participations (which it shall
be deemed to have purchased from each seller of a participation simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; PROVIDED that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees, to the fullest extent that it may do so under
applicable law, that any holder of a participation so purchased may exercise any
and all rights of banker's lien, set-off or counterclaim with respect to any and
all monies owing by Company to that holder with respect thereto as fully as if
that holder were owed the amount of the participation held by that holder.


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10.6     AMENDMENTS AND WAIVERS.

                  No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure by
Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; PROVIDED that no such amendment, modification,
termination, waiver or consent which would:

                  (a) modify any requirement hereunder that any particular
         action be taken by all the Lenders or by Requisite Lenders shall be
         effective unless consented to by each Lender;

                  (b) modify this subsection 10.6, change the definitions of
         "Requisite Lenders" or "Pro Rata Share", increase any Commitments
         (other than pursuant to the second paragraph of subsection 2.1A(iii)),
         reduce any fees described in subsection 2.3 (other than the fees to
         Agents referred to in subsection 2.3B), release any material Subsidiary
         Guarantor from its obligations under the Guaranty, Parent from its
         obligations under the Parent Guaranty, or all or substantially all of
         the collateral security (except in each case as otherwise specifically
         provided for in the Loan Documents), or extend the Working Capital Loan
         Commitment Termination Date or the Acquisition Loan Commitment
         Termination Date, shall be made without the consent of each Lender
         adversely affected thereby;

                  (c) extend the due date for, or reduce the amount of, any
         scheduled repayment of principal of or interest on or fees payable in
         respect of any Loan or reduce the principal amount of or rate of
         interest on or fees payable in respect of any Loan or any reimbursement
         obligation in respect of any Letter of Credit (which shall in each case
         include the conversion of all or any part of the Obligations into
         equity of any Loan Party), shall be made without the consent of the
         Lender which has made such Loan or, in the case of a reimbursement
         obligation in respect of any Letter of Credit, the Issuer owed, and
         those Lenders participating in, such reimbursement obligation;

                  (d) affect adversely the interests, rights or obligations of
         any Agent, any Issuer or the Swing Line Lender (in its capacity as
         Agent, Issuer or Swing Line Lender), unless consented to by such Agent,
         Issuer or Swing Line Lender, as the case may be; or

                  (e) effect any amendment, modification or waiver that by its
         terms adversely affects the rights of Lenders participating in any
         tranche differently from those of Lenders participating in other
         tranches, without the consent of the holders of at least 51% of the
         aggregate amount of Loans or Commitments, as the case may be,
         outstanding under the tranche or tranches affected by such amendment,
         modification or waiver.

                  Administrative Agent may, but shall have no obligation to,
with the concurrence of any Lender, execute amendments, modifications, waivers
or consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on Company in any case shall entitle Company to
any other or further notice or demand in similar or other circumstances. Any
amendment, modification, termination, waiver or consent effected in accordance
with this subsection 10.6 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by Company, on Company.


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10.7     INDEPENDENCE OF COVENANTS.

                  All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action
is taken or condition exists.

10.8     NOTICES.

                  Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, telexed or sent by telefacsimile or United States
mail or courier service and shall be deemed to have been given when delivered in
person or by courier service, upon receipt of telefacsimile or telex, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; PROVIDED that notices to Agents shall not be effective
until received. For the purposes hereof, the address of each party hereto shall
be as set forth under such party's name on the signature pages hereof or (i) as
to Company and Agents, such other address as shall be designated by such Person
in a written notice delivered to the other parties hereto and (ii) as to each
other party, such other address as shall be designated by such party in a
written notice delivered to Administrative Agent.

10.9     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

         A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit hereunder.

         B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Company set forth in subsections 2.6D, 2.7, 3.5A,
3.6, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in subsections
9.2C, 9.4 and 10.5 shall survive the payment of the Loans, the cancellation or
expiration of the Letters of Credit and the reimbursement of any amounts drawn
thereunder, and the termination of this Agreement.

10.10    FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

                  No failure or delay on the part of any Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

10.11    MARSHALLING; PAYMENTS SET ASIDE.

                  None of Agents or Lenders shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Administrative Agent or Lenders (or to


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Administrative Agent for the benefit of Lenders), or any of Agents or Lenders
enforce any security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, any other state or federal law, common law or any
equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or
setoff had not occurred.

10.12    SEVERABILITY.

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

10.13    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

                  The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders as a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement and it shall not be necessary
for any other Lender to be joined as an additional party in any proceeding for
such purpose.

10.14    HEADINGS.

                  Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

10.15    APPLICABLE LAW.

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

10.16    SUCCESSORS AND ASSIGNS.

                  This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of Lenders (it being understood
that Lenders' rights of assignment are subject to subsection


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10.1). Neither Company's rights or obligations hereunder nor any interest
therein may be assigned or delegated by Company without the prior written
consent of all Lenders.

10.17    CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY
OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

                  (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
                  JURISDICTION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW
                  VENUE OF SUCH COURTS;

                  (II) TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVES ANY
                  DEFENSE OF FORUM NON CONVENIENS;

                  (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
                  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
                  CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS
                  ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;

                  (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
                  SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY
                  SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
                  EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;

                  (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
                  ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
                  AGAINST COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
                  RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND
                  ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
                  GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

10.18    WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR
THE LENDER/BORROWER RELATIONSHIP


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THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including contract claims,
tort claims, breach of duty claims and all other common law and statutory
claims. Each party hereto acknowledges that this waiver is a material inducement
to enter into a business relationship, that each has already relied on this
waiver in entering into this Agreement, and that each will continue to rely on
this waiver in their related future dealings. Each party hereto further warrants
and represents that it has reviewed this waiver with its legal counsel and that
it knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

10.19    CONFIDENTIALITY.

                  Each Lender, Issuing Lender, Agent and Arranger shall hold all
non-public information obtained in connection with this Agreement or obtained by
it based on a review of the books and records of the Company or any of its
Subsidiaries in accordance with such Lender's, Issuing Lender's, Agent's or
Arranger's customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices, or if the lender
is not a bank, in accordance with safe and sound financial services industry
practices, it being understood and agreed by Company that in any event a Lender
may make disclosures to Affiliates and professional advisors of such Lender or
disclosures reasonably required by (a) any bona fide assignee, transferee or
participant in connection with the contemplated assignment or transfer by such
Lender of any Loans or any participations therein or (b) by any direct or
indirect contractual counterparties in swap agreements or such contractual
counterparties' professional advisors provided that such contractual
counterparty or professional advisor to such contractual counterparty agrees in
writing to keep such information confidential to the same extent required of the
Lenders hereunder, or disclosures required or requested by any governmental
agency or representative thereof or pursuant to legal process; PROVIDED that,
(x) unless specifically prohibited by applicable law or court order, each
Lender, Issuing Lender, Agent and Arranger shall promptly notify Company of any
request by any governmental agency or representative thereof (other than any
request by the National Association of Insurance Commissioners or any request in
connection with any examination of the financial condition of such Lender by any
governmental agency) for disclosure of any such non-public information prior to
disclosure of such information and (y) prior to any such disclosure pursuant to
this Section 10.19 each Lender, each Issuing Lender, each Agent and the
Arranger, as the case may be, shall require any such BONA FIDE transferee,
participant and assignee to agree to be bound by this Section 10.19 and to
require such Person to require any other Person to whom such Person discloses
any such non-public information to be similarly bound by this Section 10.19; and
PROVIDED, FURTHER that in no event shall any Lender be obligated or required to
return any materials furnished by Company or any of its Subsidiaries except as
may be required by an order of a court of competent jurisdiction and to the
extent set forth therein.


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10.20    COUNTERPARTS; EFFECTIVENESS.

                  This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by Company and
Agents of written or telephonic notification of such execution and authorization
of delivery thereof.

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