<PAGE>

                     DECRANE AIRCRAFT HOLDINGS, INC.          EXHIBIT 10.10.3.1

                             FIRST AMENDMENT
              TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                  This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of June 30, 2000 and entered into by
and among DeCrane Aircraft Holdings, Inc., a Delaware corporation
("COMPANY"), the financial institutions listed on the signature pages hereof
("LENDERS"), 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 (the "CREDIT
AGREEMENT"), by and among Company, the lenders listed on the signature pages
thereof, 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 and Lenders desire to amend the Credit
Agreement to permit the issuance by Company of up to $25,000,000 of Senior
Exchangeable Preferred Stock and to modify subsection 7.16 of the Credit
Agreement regarding the acquisition of ERDA, Inc. in certain respects.

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

         SECTION 1.   AMENDMENTS TO THE CREDIT AGREEMENT

                 1.1  AMENDMENTS TO SECTION 1:  DEFINITIONS

                 A.   Subsection 1.1 of the Credit Agreement is hereby
amended by adding thereto the following definition, which shall be inserted
in proper alphabetical order:

                 "`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."

                 B.   Subsection 1.1 of the Credit Agreement is hereby
amended by deleting the definition of "Change of Control" and inserting the
following definition in lieu thereof, which shall be inserted in proper
alphabetical order:

                 "`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

                                       1

<PAGE>

                 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 of Control" as defined under any
                 agreement governing any Subordinated Indebtedness issued by
                 Company or the PIK Preferred Stock or PIK Notes issued by
                 Parent."

                 1.2   AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS

              Subsection 7.16 is hereby amended by deleting it in its
entirety and substituting the following therefor:

"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 2.    CONDITIONS TO EFFECTIVENESS

              The amendments referred to in Section 1 are subject to the
satisfaction on or prior to June 30, 2000 of all of the following conditions
precedent and the conditions set forth in Section 5E hereof (the date of
satisfaction of such conditions being referred to herein as the "FIRST
AMENDMENT EFFECTIVE DATE"):

              A.    On or before the First Amendment Effective Date,
Company shall deliver to Lenders (or to Administrative Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender and
its counsel) the following, each, unless otherwise noted, dated the First
Amendment Effective Date:

                    1  Resolutions of its Board of Directors approving and
          authorizing the execution, delivery, and performance of this
          Amendment and the issuance of the Company Preferred Stock,
          certified as of the First Amendment Effective 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 Amendment; and

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

                                       2

<PAGE>

         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 First Amendment Effective Date and
setting forth, collectively, substantially the matters in the opinions
designated in ANNEX A to this Amendment.

         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 3.   COMPANY'S REPRESENTATIONS AND WARRANTIES

             In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Company represents
and warrants to each Lender that the following statements are true, correct
and complete on and as of the First Amendment Effective Date:

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

              B. AUTHORIZATION OF AGREEMENTS; COMPANY PREFERRED STOCK. The
execution and delivery of this Amendment 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. The issuance of the
Company Preferred Stock has been duly authorized by all requisite corporate
action by Company and when issued, will be validly issued, fully paid and
nonassessable.

              C. NO CONFLICT. The execution, delivery and performance by each
of Company and each of its Subsidiaries of this Amendment, the performance by
Company of the Amended Agreement and the issuance of the Company Preferred
Stock 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 Liens created under any of the Loan
Documents in favor

                                       3

<PAGE>

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
Amendment, the performance by Company of the Amended Agreement and the
issuance of the Company Preferred Stock 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 Amendment 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 First Amendment Effective 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
Amendment that would constitute an Event of Default or a Potential Event of
Default.

      SECTION 4. 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 Amendment and consents
to the amendment of the Credit Agreement effected pursuant to this Amendment.
Each Guarantor hereby confirms that the Guaranty to which it is a party or
otherwise bound will continue to guaranty to the fullest 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

                                       4

<PAGE>

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 Amendment; (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 First Amendment Effective
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
Amendment, 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 Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed
to require the consent of such Guarantor to any future amendments to the
Credit Agreement.

          SECTION 5. MISCELLANEOUS

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

                       (i)  On and after the First Amendment Effective
                  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) Except as specifically amended by this
                  Amendment, the Credit Agreement and the other Loan
                  Documents shall remain in full force and effect and are
                  hereby ratified and confirmed.

                       (iii) The execution, delivery and performance of
                  this Amendment 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.

                  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 Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.

                                       5

<PAGE>

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

                  D. APPLICABLE LAW. THIS AMENDMENT 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 Amendment 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 Amendment
(other than the provisions of Section 1 hereof, the effectiveness of which is
governed by Section 2 hereof) shall become effective upon the execution of a
counterpart hereof by Company, Requisite 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]

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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

                                       6


<PAGE>

                                     AEROSPACE DISPLAY SYSTEMS,
                                     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



                                     AUDIO INTERNATIONAL, INC.,
                                     an Arkansas corporation
                                     (for purposes of Section 4
                                     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 4
                                     only) as a Subsidiary Guarantor


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



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


                                     By:______________________________________
                                          Name:
                                          Title:

                                       7

<PAGE>

                                     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

                                       8

<PAGE>


                                     ELSINORE ENGINEERING,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



                                   HOLLINGSEAD INTERNATIONAL,
                                   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



                                   TRI-STAR ELECTRONICS
                                   INTERNATIONAL, 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



                                   PATS, INC., a Maryland corporation (for
                                   purposes of Section 4 only) as a
                                   Subsidiary Guarantor


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

                                       9

<PAGE>


                                   PATS AIRCRAFT AND ENGINEERING
                                          CORPORATION, a Maryland
                                          corporation (for purposes of Section 4
                                          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 4 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 4 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 4 only)
                                   as a Subsidiary Guarantor


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


                                       10

<PAGE>

                                   PPI HOLDINGS, INC., a Kansas
                                               corporation (for purposes of
                                               Section 4 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 4 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 4 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 4 only) as a
                                   Subsidiary Guarantor


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

                                       11

<PAGE>


                                   PCI ACQUISITION CO., 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



                                   DECRANE HOLDINGS CO., a Delaware
                                   corporation (for purposes of Section 4
                                   only) as a guarantor



                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   DLJ CAPITAL FUNDING, INC., as a Lender and
                                   as Syndication Agent


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   BANK ONE, NA, as a Lender and as
                                   Administrative Agent


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                       12

<PAGE>


                                   UNION BANK OF CALIFORNIA, N.A., as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   BHF (USA) CAPITAL CORPORATION, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   CITY NATIONAL BANK, as a Lender



                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________

                                                 13

<PAGE>


                                  PARIBAS, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   MASSACHUSETTS MUTUAL LIFE INSURANCE
                                   COMPANY, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   NORSE CBO, LTD., as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   THE TRAVELERS INSURANCE COMPANY, as a
                                        Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                       14

<PAGE>


                                   VAN KAMPEN SENIOR FLOATING RATE FUND, as a
                                     Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   ARCHIMEDES FUNDING II, LTD., as a Lender


                                   By:    ING Capital Advisors, LLC, as
                                          Collateral Manager

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________



                                   ARCHIMEDES FUNDING III, LTD., as a Lender


                                   By:    ING Capital Advisors, LLC, as
                                          Collateral Manager

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________

                                       15

<PAGE>


                                   BALANCED HIGH-YIELD FUND II LTD., as a
                                     Lender


                                   By:    BHF (USA) Capital Corporation
                                          As Attorney-In-Fact

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________



                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________



                                   KZH HIGHLAND-2 LLC, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   THE TRAVELERS CORPORATE LOAN FUND INC., as
                                     a Lender


                                   By:    Travelers Asset Management
                                          International Corp.

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________


                                       16

<PAGE>


                                   ING HIGH INCOME PRINCIPAL PRESERVATION
                                   FUND HOLDINGS, LDC, as a Lender


                                   By:    ING Capital Advisors LLC, as
                                          Investment Advisor

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________



                                   SEQUILS-ING I (HBDGM), LTD., as a Lender


                                   By:    ING Capital Advisors LLC, as
                                          Collateral Manager

                                          By:_______________________________
                                            Name:___________________________
                                            Title:__________________________



                                   VAN KAMPEN PRIME RATE INCOME TRUST, as a
                                   Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   STEIN ROE FLOATING RATE LIMITED LIABILITY
                                   COMPANY, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                       17


<PAGE>


                                   SAAR HOLDINGS CDO, LIMITED, as a Lender


                                   By:    Massachusetts Mutual Life
                                          Insurance Company, as Collateral
                                          Manager


                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________



                                   KZH ING-3 LLC, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   KZH ING-2 LLC, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   MORGAN STANLEY DEAN WITTER PRIME INCOME
                                   TRUST, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                       18

<PAGE>


                                   BALANCED HIGH-YIELD FUND I LTD., as a
                                     Lender


                                   By:    BHF-BANK Aktiengesellschaft

                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________



                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________



                                   PERSEUS CDO I, LIMITED, as a Lender


                                   By:     Massachusetts Mutual Life
                                           Insurance Company, as Collateral
                                           Manager


                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________



                                   KZH RIVERSIDE LLC, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   HIGHLAND CAPITAL MANAGEMENT, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                       19

<PAGE>


                                   KEMPER FLOATING RATE FUND, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   OLYMPIC FUNDING TRUST, SERIES 1999-1, as a
                                   Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   SRF TRADING, as a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   STEIN ROE & FARNHAM CLO I LTD., as a Lender


                                   By:    Stein Roe & Farnham Incorporated,
                                          as Portfolio Manager


                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________


                                       20


<PAGE>


                                   OPPENHEIMER SENIOR FLOATING RATE FUND, as
                                   a Lender


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   LIBERTY - STEIN ROE ADVISOR FLOATING RATE
                                   ADVANTAGE FUND, as a Lender,

                                   by Stein Roe & Farnham Incorporated,
                                   as Advisor


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                   COLUMBUS LOAN FUNDING, LTD, as a Lender,


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________



                                   KEYPORT LIFE INSURANCE COMPANY,
                                   as a Lender

                                   By:      Stein Roe & Farnham Incorporated,
                                            as agent


                                            By:_____________________________
                                            Name:___________________________
                                            Title:__________________________

                                       21

<PAGE>


                                   STEIN ROE FLOATING RATE LIMITED
                                   LIABILITY COMPANY, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________



                                   MUIRFIELD TRADING LLC, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________



                                   VAN KAMPEN SENIOR INCOME TRUST,
                                   as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________



                                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                                   as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________



                                   ELC (CAYMAN) LTD. 1999-III, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________

                                       22

<PAGE>


                                   ELC (CAYMAN) LTD. 2000-I, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________



                                   NORTHWOODS CAPITAL, LIMITED, as a Lender

                                   By:      Angelo, Gordon & Co., L.P.,
                                            as Collateral Manager


                                            By:    _________________________
                                            Name:  _________________________
                                            Title: _________________________



                                   NORTHWOODS CAPITAL II, LIMITED, as a Lender

                                   By:      Angelo, Gordon & Co., L.P.,
                                            as Collateral Manager


                                            By:    _________________________
                                            Name:  _________________________
                                            Title: _________________________



                                   KZH SHOSHONE, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________

                                       23

<PAGE>


                                   MAPLEWOOD (CAYMAN) LIMITED, as a Lender


                                   By:   ___________________________________
                                   Name: ___________________________________
                                   Title:___________________________________


                                       24

<PAGE>


                                             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
         Amendment, to issue the Company Preferred Stock, and to perform its
         obligations under the Amendment.

                         2. The execution, delivery and performance of the
         Amendment by Company and the issuance of the Company Preferred Stock
         have been duly authorized by all necessary corporate action on the part
         of Company, the Amendment has been duly executed and delivered by
         Company, and the Amendment and the Amended Credit 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. When issued, the Company Preferred Stock will be
         validly issued fully paid and nonassessable.

                         4. Company's execution and delivery of the Amendment,
         the consummation of the transactions contemplated by the Amendment and
         the issuance of the Company Preferred Stock 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.

                         5. No governmental consents, approvals, authorizations,
         registrations, declarations or filings are required by Company in
         connection with the execution and delivery by Company of the Amendment,
         the performance by Company of the Amended Credit Agreement and the
         issuance of the Company Preferred Stock.


                                       25