<PAGE>

                                                                 EXHIBIT 10.10.2

                                U.S. $265,000,000

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 17, 1999

                                      AMONG

                        DECRANE AIRCRAFT HOLDINGS, INC.,

                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,

                                   AS LENDERS,

                           DLJ CAPITAL FUNDING, INC.,

                              AS SYNDICATION AGENT,

                                       AND

                                  BANK ONE, NA,

                            AS ADMINISTRATIVE AGENT,

                       SOLE LEAD ARRANGER AND BOOK RUNNER:

                            DLJ CAPITAL FUNDING, INC.

<PAGE>

                         DECRANE AIRCRAFT HOLDINGS, INC.

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                TABLE OF CONTENTS
<TABLE>

<S>                                                                                                             <C>
Section 1.    DEFINITIONS........................................................................................2

   1.1        Defined Terms......................................................................................2

   1.2        Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement................31

   1.3        Other Definitional Provisions and Rules of Construction...........................................32

Section 2.    AMOUNTS AND TERMS OF COMMITMENTS AND LOANS........................................................32

   2.1        Commitments; Making of Loans; Notes...............................................................32

   2.2        Interest on the Loans.............................................................................41

   2.3        Fees..............................................................................................46

   2.4        Repayments, Prepayments and Reductions in Loan Commitments;
                        General Provisions Regarding Payments.5.................................................50

   2.5        Use of Proceeds...................................................................................60

   2.6        Special Provisions Governing Eurodollar Rate Loans................................................61

   2.7        Increased Costs; Taxes; Capital Adequacy..........................................................63

   2.8        Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of Lender......................67

Section 3.    LETTERS OF CREDIT.................................................................................68

   3.1        Issuance of Letters of Credit and Lenders' Purchase of Participations Therein.....................68

   3.2        Letter of Credit Fees.............................................................................70

   3.3        Drawings and Reimbursement of Amounts Paid Under Letters of Credit................................71

   3.4        Obligations Absolute..............................................................................73

   3.5        Indemnification; Nature of Issuing Lenders' Duties................................................74

   3.6        Increased Costs and Taxes Relating to Letters of Credit...........................................75

Section 4.    CONDITIONS TO LOANS AND LETTERS OF CREDIT.........................................................76

   4.1        Conditions to Initial Loans.......................................................................76

   4.2        Conditions to Loans Made on Merger Date...........................................................80

   4.3        Conditions to Acquisition Loans...................................................................83

   4.4        Conditions to Loans Made on Each Funding Date.....................................................83

   4.5        Conditions to Letters of Credit...................................................................83
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<TABLE>

<S>                                                                                                             <C>
   4.6        Conditions to the Additional Tranche B Term Loans.................................................83

   4.7        Conditions to the Tranche C Term Loans............................................................84

   4.8        Conditions to the Additional Tranche A Term Loans and Tranche D Term Loans........................84

Section 5.    COMPANY'S REPRESENTATIONS AND WARRANTIES..........................................................84

   5.1        Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.....................84

   5.2        Authorization of Borrowing, etc...................................................................84

   5.3        Financial Condition...............................................................................85

   5.4        No Material Adverse Change; No Restricted Junior Payments.........................................86

   5.5        Title to Properties; Liens; Real Property.........................................................86

   5.6        Litigation; Adverse Facts.........................................................................86

   5.7        Payment of Taxes..................................................................................86

   5.8        Governmental Regulation...........................................................................87

   5.9        Securities Activities.............................................................................87

   5.10       Employee Benefit Plans............................................................................87

   5.11       Environmental Protection..........................................................................88

   5.12       Employee Matters..................................................................................88

   5.13       Solvency..........................................................................................88

   5.14       Matters Relating to Collateral....................................................................88

   5.15       Disclosure........................................................................................89

   5.16       Year 2000 Compliance..............................................................................89

Section 6.    COMPANY'S AFFIRMATIVE COVENANTS...................................................................90

   6.1        Financial Statements and Other Reports............................................................90

   6.2        Legal Existence, etc..............................................................................93

   6.3        Payment of Taxes and Claims; Tax Consolidation....................................................93

   6.4        Maintenance of Properties; Insurance; Application of Net Insurance/Condemnation Proceeds..........93

   6.5        Inspection Rights.................................................................................94

   6.6        Compliance with Laws, etc.........................................................................94

   6.7        Execution of Subsidiary Guaranty and Personal Property Collateral Documents by Certain
                        Subsidiaries and Future Subsidiaries; IP Collateral.....................................95

   6.8        Future Leased Property and Future Acquisitions of Real Property:  Future Acquisition of Other
                        Property................................................................................96

   6.9        Merger ...........................................................................................97

   6.10       Second Merger.....................................................................................97
</TABLE>

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<TABLE>

<S>                                                                                                             <C>
   6.11       Year 2000 Compliance..............................................................................97

   6.12       PTO and CO Cover Sheets, Etc......................................................................97

   6.13       Mortgages.........................................................................................98

Section 7.    COMPANY'S NEGATIVE COVENANTS......................................................................98

   7.1        Indebtedness......................................................................................98

   7.2        Liens and Related Matters.........................................................................99

   7.3        Investments......................................................................................101

   7.4        Contingent Obligations...........................................................................103

   7.5        Restricted Junior Payments.......................................................................103

   7.6        Financial Covenants..............................................................................104

   7.7        Restriction on Fundamental Changes; Asset Sales and Acquisitions.................................107

   7.8        Consolidated Capital Expenditures................................................................109

   7.9        Fiscal Year......................................................................................110

   7.10       Sales and Lease-Backs............................................................................110

   7.11       Sale or Discount of Receivables..................................................................110

   7.12       Transactions with Stockholders and Affiliates....................................................110

   7.13       Issuance of Subsidiary Equity....................................................................111

   7.14       Conduct of Business..............................................................................111

   7.15       Amendments or Waivers of Merger Agreement; Amendments of Documents Relating to Subordinated
                        Indebtedness...........................................................................111

Section 8.    EVENTS OF DEFAULT................................................................................112

   8.1        Failure to Make Payments When Due................................................................112

   8.2        Default in Other Agreements......................................................................112

   8.3        Breach of Certain Covenants......................................................................112

   8.4        Breach of Warranty...............................................................................112

   8.5        Other Defaults Under Loan Documents..............................................................112

   8.6        Involuntary Bankruptcy; Appointment of Receiver, etc.............................................113

   8.7        Voluntary Bankruptcy; Appointment of Receiver, etc...............................................113

   8.8        Judgments and Attachments........................................................................113

   8.9        Dissolution......................................................................................114

   8.10       Employee Benefit Plans...........................................................................114

   8.11       Change in Control................................................................................114

   8.12       Invalidity of Guaranties; Failure of Security; Repudiation of Obligations........................114

</TABLE>
                                                 iii
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<TABLE>

<S>                                                                                                            <C>
   8.13       Mergers .........................................................................................114

Section 9.    THE AGENTS ......................................................................................116

   9.1        Appointment......................................................................................116

   9.2        Powers and Duties; General Immunity..............................................................117

   9.3        Successor Agents and Swing Line Lender...........................................................119

   9.4        Collateral Documents and Guaranties..............................................................120

Section 10.   MISCELLANEOUS....................................................................................121

   10.1       Assignments and Participations in Loans and Letters of Credit....................................121

   10.2       Expenses.........................................................................................123

   10.3       Indemnity........................................................................................124

   10.4       Set-Off; Security Interest in Deposit Accounts...................................................125

   10.5       Ratable Sharing..................................................................................125

   10.6       Amendments and Waivers...........................................................................126

   10.7       Independence of Covenants........................................................................127

   10.8       Notices .........................................................................................127

   10.9       Survival of Representations, Warranties and Agreements...........................................127

   10.10      Failure or Indulgence Not Waiver; Remedies Cumulative............................................127

   10.11      Marshalling; Payments Set Aside..................................................................128

   10.12      Severability.....................................................................................128

   10.13      Obligations Several; Independent Nature of Lenders' Rights.......................................128

   10.14      Headings ........................................................................................128

   10.15      Applicable Law...................................................................................128

   10.16      Successors and Assigns...........................................................................128

   10.17      Consent to Jurisdiction and Service of Process...................................................129

   10.18      Waiver of Jury Trial.............................................................................129

   10.19      Confidentiality..................................................................................130

   10.20      Counterparts; Effectiveness......................................................................130
</TABLE>

                                                iv

<PAGE>

                                    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

                                     v

<PAGE>

XXIII.            FORM OF COLLATERAL ACCOUNT AGREEMENT

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 TRANCHE C TERM NOTE

XXXII.            FORM OF TRANCHE D TERM NOTE

                                     vi
<PAGE>

                                    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

<PAGE>

                        DECRANE AIRCRAFT HOLDINGS, INC.
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of
December 17, 1999, 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"), DLJ CAPITAL FUNDING, INC. ("DLJ"), 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").

                                 RECITALS

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

                                     1
<PAGE>

         WHEREAS, DAH, the lenders that executed the signature pages thereof
(which lenders constituted the Requisite Lenders and all Tranche B Term Loan
Lenders having an 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"), 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
Tranche C 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, 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 "EXISTING 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 have entered into that certain Amendment Agreement
to Credit Agreement dated as of December 17, 1999 (the "AMENDMENT
AGREEMENT"), pursuant to which the Existing 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.

                                     2
<PAGE>

         "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.

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

         "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).

         "ADDITIONAL TRANCHE B TERM NOTES" means the promissory notes of
Company issued

                                     3
<PAGE>

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.

         "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.

         "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 that is a fund
that invests in commercial loans, any other fund that invests in commercial
loans and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

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

         "AGREEMENT" means this Second Amended and Restated Credit Agreement
dated as of December 17, 1999, 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 Tranche C Term Loans are made.

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

         "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 Capital Funding, Inc., 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

                                     4
<PAGE>

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 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.

         "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

                                     5
<PAGE>

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
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 the Company; (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.

         "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.

                                     6
<PAGE>

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

         "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).

         "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.

         "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

                                     7
<PAGE>

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 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

                                     8
<PAGE>

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 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

                                     9
<PAGE>

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 subclauses (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.

         "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 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.

                                     10
<PAGE>

         "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 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.

         "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

                                     11
<PAGE>

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 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.

                                     12
<PAGE>

         "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 $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 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.

                                     13
<PAGE>

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

         "FIRST AMENDMENT" 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.

         "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

                                     14
<PAGE>

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.

         "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

                                     15
<PAGE>

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.

         "INDEMNITEE" 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 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.

         "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.

                                     16

<PAGE>

         "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).

         "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.

                                      17

<PAGE>

         "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 C 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.

         "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.

         "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.

                                      18

<PAGE>

         "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 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

                                      19

<PAGE>

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) 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 C 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.

                                      20

<PAGE>

         "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.

         "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).

         "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.

                                      21

<PAGE>

         "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 Second 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 $25,000,000 for any single
acquisition or series of related acquisitions and, which consideration, when
aggregated with the consideration for all other Permitted Acquisitions made
after the Second Amended and Restated Credit Agreement Closing Date, does not
exceed $50,000,000; 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 Second 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 Second
                  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).

                                      22

<PAGE>

         "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;

         (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;

                                      23

<PAGE>

         (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,
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.

                                      24

<PAGE>

         "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 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 C Term Loan
Commitment or the Tranche C Term Loan of any Lender, the percentage obtained by
DIVIDING (x) the Tranche C Term Loan Exposure of that Lender BY (y) the
aggregate Tranche C Term Loan Exposure of all Lenders, (vi) 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 (vii) 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 C 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 C 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.

                                      25

<PAGE>

         "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.

         "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 C Term Loan Exposure of all Lenders PLUS (iv) the
aggregate Tranche D Term Loan Exposure of all Lenders PLUS (v) the aggregate
Working Capital Loan Exposure of all Lenders PLUS (vi) 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 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.

                                      26

<PAGE>

         "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.

         "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.

                                      27

<PAGE>

         "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 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.

                                      28

<PAGE>

         "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.

         "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, the Tranche C Term Loans and the Tranche D 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.

                                      29

<PAGE>

         "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.

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

                                      30

<PAGE>

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

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

         "TRANCHE C TERM LOANS" means the Tranche C Term Loans made by
Tranche C Term Loan Lenders to Company pursuant to subsection 2.1A(vi).

         "TRANCHE C TERM NOTES" means (i) the promissory notes of Company
issued pursuant to subsection 2.1D on the 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 C Term Loan Commitments or Tranche C Term Loans of
any Tranche C Term Loan Lenders, in each case substantially in the form of
EXHIBIT XXXI annexed hereto, as they may be amended, supplemented or
otherwise modified from time to time.

         "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(vii), and
"TRANCHE D TERM LOAN COMMITMENTS" means such commitments of all 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 LOANS" means the Tranche D Term Loans made by
Tranche D Term Loan Lenders to Company pursuant to subsection 2.1A(vii).

         "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.

                                      31

<PAGE>

         "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.

         "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

                                      32

<PAGE>

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 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), each
Tranche C Term Loan Lender hereby severally agrees to make the Tranche C Term
Loans described in subsection 2.1A(vi)

                                      33

<PAGE>

and each Tranche D Term Loan Lender hereby severally agrees to make the
Tranche D Term Loans described in subsection 2.1A(vii).

                  (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, and each
         Tranche A Term 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, 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 and each Tranche A Term Loan Lender's Additional
         Tranche A Term Loan Commitment 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 and the aggregate amount of the Tranche A Term Loan
         Commitments is $40,000,000; 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. 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. 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, and each Tranche B Term Loan Lender
         having an 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 Additional
         Tranche B 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. The amounts of
         each Tranche B Term Loan Lender's Original Tranche B Term Loan
         Commitment and each Tranche B Term Loan Lender's Additional Tranche B
         Term Loan Commitment are set forth opposite such Tranche B Term

                                      34
<PAGE>

         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 Additional Tranche B Term
         Loan Commitments is $20,000,000 and the aggregate amount of the
         Tranche B Term Loan Commitments is $65,000,000; 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. Company may make only one borrowing under the Original Tranche
         B Term Loan Commitments and may make only one borrowing under the
         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 the
         immediately succeeding paragraph of this subsection 2.1A(iii); 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 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.

                  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 Working Capital Loan Commitments. 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 Working Capital Loan Commitments; PROVIDED that
         the Syndication Agent will first offer each of the Lenders that then
         has a Pro Rata Share of any Working Capital Loan Commitments a pro rata
         portion (based upon the aggregate amount of the Working Capital Loan
         Commitments at such time) of any such additional Working Capital Loan
         Commitment. Alternatively, any Lender may commit to provide the full
         amount of the requested additional Working Capital

                                      35
<PAGE>

         Loan Commitments and then offer portions of such additional Working
         Capital Loan 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 Working Capital Loan Commitments.
         If and to the extent that any Lenders and/or other financial
         institutions agree, in their sole discretion, to provide any such
         additional Working Capital Loan Commitments, (i) the aggregate
         amount of the Working Capital Loan Commitments shall be increased by
         the amount of the additional Working Capital Loan Commitments agreed
         to be so provided, (ii) the Pro Rata Shares of the respective
         Lenders in respect of the Working Capital Loan Commitments shall be
         proportionally adjusted, (iii) 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 shall assign and assume outstanding
         Working Capital Loans and participations in outstanding Letters of
         Credit so as to cause the amount of such Working Capital Loans and
         participations in Letters of Credit held by each Lender to conform
         to the respective percentages of the applicable Working Capital Loan
         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.

         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.

                                      36

<PAGE>

                  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 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

                                      37

<PAGE>

         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
         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 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). 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 C TERM LOANS. Each Tranche C Term Loan Lender
         having a Tranche C Term Loan Commitment severally agrees to lend to
         Company on the Amended

                                      38

<PAGE>

         and Restated Credit Agreement Closing Date an amount not exceeding
         its Pro Rata Share of the aggregate amount of the Tranche C Term
         Loan Commitments, to be used for the purposes identified in
         subsection 2.5A. The amount of each Tranche C Term Loan Lender's
         Tranche C Term Loan Commitment is set forth opposite such Tranche C
         Term Loan Lender's name on SCHEDULE 2.1 annexed hereto, and the
         aggregate amount of the Tranche C Term Loan Commitments is
         $70,000,000; PROVIDED that the Tranche C Term Loan Commitments of
         Tranche C Term Loan Lenders shall be adjusted to give effect to any
         assignments of the Tranche C Term Loan Commitments pursuant to
         subsection 10.1B. Each Tranche C Term Loan Lender's Tranche C Term
         Loan Commitment shall expire immediately and without further action
         on the earlier of (i) May 6, 1999, if the Tranche C 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 Tranche C Term Loan Commitments.
         Amounts borrowed under this subsection 2.1A(vi) and subsequently
         repaid or prepaid may not be reborrowed.

                  (vii) TRANCHE D TERM LOANS. Each Tranche D Term Loan Lender
         having a 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 Tranche D Term Loan Commitments, to be used for the purposes
         identified in subsection 2.5A. The amount of each Tranche D Term Loan
         Lender's Tranche D Term Loan Commitment is set forth opposite such
         Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto, and
         the aggregate amount of the Tranche D Term Loan Commitments is
         $40,000,000; 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 Tranche D Term Loan
         Commitment shall expire immediately and without further action on the
         earlier of (i) December 31, 1999, if the 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. Company may
         make only one borrowing under the Tranche D Term Loan Commitments.
         Amounts borrowed under this subsection 2.1A(vii) and subsequently
         repaid or prepaid may not be reborrowed.

         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

                                      39

<PAGE>

(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
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 C 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

                                      40

<PAGE>

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 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

                                      41

<PAGE>

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 an
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 an Additional Tranche B Term Note substantially
in the form of EXHIBIT V annexed hereto to evidence that Lender's Additional
Tranche B Term Loan, in the principal amount of that Lender's Additional
Tranche B Term Loan and with other appropriate insertions. Company shall
execute and deliver on the Amended and Restated Credit Agreement Closing Date
to each Tranche C Term Loan Lender (or to Administrative Agent for that
Lender) that has so requested at least one Business Day prior to the Amended
and Restated Credit Agreement Closing Date a Tranche C Term Note
substantially in the form of EXHIBIT XXXI annexed hereto to evidence that
Lender's Tranche C Term Loan, in the principal amount of that Lender's
Tranche C 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.

         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.

                                      42

<PAGE>

                  (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 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

                                      43

<PAGE>

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 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):

<TABLE>
<CAPTION>
                                                                    Applicable
                                                                 Eurodollar Rate           Applicable Base
Consolidated Leverage Ratio                                           Margin                  Rate Margin
---------------------------                                   ---------------------        ---------------
<S>                                                           <C>                          <C>
Greater than or equal to                                              2.75%                     1.50%
5.00:1.00

Greater than or equal to                                              2.50%                      1.25%
4.50:1.00 but less than
5.00:1.00

Greater than or equal to                                              2.25%                      1.00%
4.00:1.00 but less than
4.50:1.00

Greater than or equal to                                              1.75%                      0.50%
3.50:1.00 but less than
4.00:1.00

Greater than or equal to                                              1.50%                      0.25%
3.00:1.00 but less than
3.50:1.00

Less than 3.00:1.00                                                   1.00%                      0.00%
</TABLE>

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 Loans that are
Base Rate Loans shall be 1.00% per annum; PROVIDED FURTHER that from the
First

                                      44

<PAGE>

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.

         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 and
                           (B) from the First Amendment Closing Date until
                           maturity, at the sum of the Base Rate PLUS 1.75% 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 and (B) from the First Amendment
                           Closing Date until maturity, at the sum of the
                           Adjusted Eurodollar Rate for the Interest Period
                           applicable to such Loan PLUS 3.00% per annum;

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

                                    (1) if a Base Rate Loan, then at the sum of
                           the Base Rate PLUS 2.00% per annum; 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 3.25% per annum;

                           (d) 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 at the sum of
                           the Base Rate PLUS 2.50% per annum; 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 3.75% 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

                                      45

<PAGE>

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;

                  (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 C Term Loans shall extend beyond April
         23, 2006, 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, the Tranche C 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, the Tranche C 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, Tranche C Term Loans or Tranche D Term Loans, as the case
         may be, that are Base Rate Loans PLUS (b) the

                                      46

<PAGE>

         aggregate principal amount of Tranche A Term Loans, Tranche B Term
         Loans, Tranche C 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,
         Tranche C 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 C 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.

         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

                                      47

<PAGE>

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.

                  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

                                      48

<PAGE>

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 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):

<TABLE>
<CAPTION>
                                                                           Working Capital Loan
                        Consolidated Leverage Ratio                      Commitment Fee Percentage
              -----------------------------------------------------------------------------------------------
              <S>                                                        <C>
              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%
</TABLE>


         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.


                                      49
<PAGE>

                  (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 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:

<TABLE>
<CAPTION>
                                                                                     Acquisition Loan
                                                                                COMMITMENT FEE PERCENTAGE
                          Consolidated Leverage Ratio                   Utilization                Utilization
                                                                       Less than 50%                  x50%
              ----------------------------------------------------------------------------------------------------------
              <S>                                                       <C>                        <C>
              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%
</TABLE>

         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.

                                      50

<PAGE>

                  (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.

         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

                                      51

<PAGE>

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).

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,
TRANCHE C 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:

                                      52

<PAGE>
<TABLE>
<CAPTION>
       --------------------------------------------------------------------------------
             Scheduled Repayment Date                       Scheduled Repayment
                                                          OF TRANCHE A TERM LOANS
       --------------------------------------------------------------------------------
       <S>                                                <C>
              December 31, 1999                                     1.25%
              March 31, 2000                                        1.25%
              June 30, 2000                                         1.25%
              September 30, 2000                                    1.25%
              December 31, 2000                                     2.50%

              March 31, 2001                                        2.50%
              June 30, 2001                                         2.50%
              September 30, 2001                                    2.50%
              December 31, 2001                                     5.00%

              March 31, 2002                                        5.00%
              June 30, 2002                                         5.00%
              September 30, 2002                                    5.00%
              December 31, 2002                                     6.25%

              March 31, 2003                                        6.25%
              June 30, 2003                                         6.25%
              September 30, 2003                                    6.25%
              December 31, 2003                                     10.00%

              March 31, 2004                                       10.00%
              June 30, 2004                                        10.00%
              September 30, 2004                                   10.00%
                                                        -------------------------------

                                         Total                    100.00%
</TABLE>

         ; 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 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:

                                      53

<PAGE>
<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------
                           Scheduled Repayment Date                       Scheduled Repayment
                                                                        OF TRANCHE B TERM LOANS
              ---------------------------------------------------------------------------------------
              <S>                                                       <C>
              December 31, 1998                                                  $112,500
              March 31, 1999                                                     $162,500
              June 30, 1999                                                      $162,500
              September 30, 1999                                                 $162,500
              December 31, 1999                                                  $162,500

              March 31, 2000                                                     $162,500
              June 30, 2000                                                      $162,500
              September 30, 2000                                                 $162,500
              December 31, 2000                                                  $162,500

              March 31, 2001                                                     $162,500
              June 30, 2001                                                      $162,500
              September 30, 2001                                                 $162,500
              December 31, 2001                                                  $162,500

              March 31, 2002                                                     $162,500
              June 30, 2002                                                      $162,500
              September 30, 2002                                                 $162,500
              December 31, 2002                                                  $162,500

              March 31, 2003                                                     $162,500
              June 30, 2003                                                      $162,500
              September 30, 2003                                                 $162,500
              December 31, 2003                                                  $162,500

              March 31, 2004                                                     $162,500
              June 30, 2004                                                      $162,500
              September 30, 2004                                                 $162,500
              December 31, 2004                                               $15,287,500

              March 31, 2005                                                  $15,287,500
              June 30, 2005                                                   $15,287,500
              September 30, 2005                                              $15,287,500
                                                                   ----------------------------------

                                         Total                                $65,000,000
</TABLE>

; 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.

                                      54

<PAGE>

                  (iii) SCHEDULED PAYMENTS OF TRANCHE C TERM LOANS. Company
         shall make principal payments on the Tranche C 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:

<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------
                              Scheduled Repayment Date                          Scheduled Repayment
                                                                              OF TRANCHE C TERM LOANS
              ---------------------------------------------------------------------------------------------
              <S>                                                             <S>
              June 30, 1999                                                            $175,000
              September 30, 1999                                                       $175,000
              December 31, 1999                                                        $175,000

              March 31, 2000                                                           $175,000
              June 30, 2000                                                            $175,000
              September 30, 2000                                                       $175,000
              December 31, 2000                                                        $175,000

              March 31, 2001                                                           $175,000
              June 30, 2001                                                            $175,000
              September 30, 2001                                                       $175,000
              December 31, 2001                                                        $175,000

              March 31, 2002                                                           $175,000
              June 30, 2002                                                            $175,000
              September 30, 2002                                                       $175,000
              December 31, 2002                                                        $175,000

              March 31, 2003                                                           $175,000
              June 30, 2003                                                            $175,000
              September 30, 2003                                                       $175,000
              December 31, 2003                                                        $175,000

              March 31, 2004                                                           $175,000
              June 30, 2004                                                            $175,000
              September 30, 2004                                                       $175,000
              December 31, 2004                                                        $175,000

              March 31, 2005                                                           $175,000
              June 30, 2005                                                         $16,450,000
              September 30, 2005                                                    $16,450,000
              December 31, 2005                                                     $16,450,000

              April 23, 2006                                                        $16,450,000
                                                                         ----------------------------------

                                         Total                                      $70,000,000
</TABLE>

; PROVIDED that the scheduled installments of principal of the Tranche C 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 C Term
Loans in accordance with subsection 2.4B(iv); and PROVIDED, FURTHER that the
Tranche C Term Loans and all other amounts owed hereunder with respect

                                      55

<PAGE>

to the Tranche C Term Loans shall be paid in full no later than April 23,
2006, and the final installment payable by Company in respect of the Tranche
C 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 C Term Loans.

                  (iv) 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:
<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------
                              Scheduled Repayment Date                          Scheduled Repayment
                                                                              OF TRANCHE D TERM LOANS
              ---------------------------------------------------------------------------------------------
              <S>                                                             <C>
              March 31, 2000                                                           $100,000
              June 30, 2000                                                            $100,000
              September 30, 2000                                                       $100,000
              December 31, 2000                                                        $100,000

              March 31, 2001                                                           $100,000
              June 30, 2001                                                            $100,000
              September 30, 2001                                                       $100,000
              December 31, 2001                                                        $100,000

              March 31, 2002                                                           $100,000
              June 30, 2002                                                            $100,000
              September 30, 2002                                                       $100,000
              December 31, 2002                                                        $100,000

              March 31, 2003                                                           $100,000
              June 30, 2003                                                            $100,000
              September 30, 2003                                                       $100,000
              December 31, 2003                                                        $100,000

              March 31, 2004                                                           $100,000
              June 30, 2004                                                            $100,000
              September 30, 2004                                                       $100,000
              December 31, 2004                                                        $100,000

              March 31, 2005                                                           $100,000
              June 30, 2005                                                            $100,000
              September 30, 2005                                                       $100,000
              December 31, 2005                                                        $100,000

              March 31, 2006                                                         $9,400,000
              June 30, 2006                                                          $9,400,000
              September 30, 2006                                                     $9,400,000
              December 17, 2006                                                      $9,400,000
                                                                         ----------------------------------

                                         Total                                      $40,000,000
</TABLE>

; 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

                                      56

<PAGE>

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.

         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

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         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):

                           (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

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                  the cash proceeds (any such cash proceeds, net of
                  underwriting discounts and 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
                  deliver to Administrative Agent an Officer's Certificate
                  demonstrating the calculation

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                  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, the Tranche C 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, the Tranche C
                  Term Loans and the Tranche D Term Loans set forth in
                  subsection 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv) 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 Loans and thereafter to prepay Working Capital Loans to
                  the full extent thereof but in

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                  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, TRANCHE C
                  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, the Tranche C 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, the Tranche C Term Loans and
                  the Tranche D Term Loans set forth in subsections 2.4A(i),
                  2.4A(ii), 2.4A(iii) and 2.4A(iv) in forward order of maturity.
                  Notwithstanding the foregoing, in the case of any mandatory
                  prepayment of the Tranche B Term Loans, the Tranche C Term
                  Loans and the Tranche D Term Loans, Company may elect to offer
                  the Tranche B Term Loan Lenders, the Tranche C 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, the Tranche C Term
                  Loans or the Tranche D Term Loans, as applicable. If any
                  Tranche B Term Loan Lender or Lenders, any Tranche C 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, the Tranche C 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 C 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

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         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;

                           (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;

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                           (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 Additional Tranche B Term
Loans shall be applied by Company to finance directly or indirectly the costs
of the PATS Acquisition. The proceeds of the Tranche C 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).

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         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 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

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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.

         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.

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         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 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

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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

                           (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

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         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 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 (which
                  shall promptly deliver an original copy 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 1001 or 4224 (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
                  1001 or 4224 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.

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                           (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 (which shall promptly deliver an original
                  copy to Company) two or more (as Company or Administrative
                  Agent may reasonably request) new original copies of Internal
                  Revenue Service Form 1001 or 4224, 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.

                           (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

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         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 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,

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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 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

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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;

                  (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

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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.

                  (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

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         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 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 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

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         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);

                  (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;

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                  (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 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.

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                  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;

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.

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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;

                  (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.

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         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.

                  (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

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         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.

         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

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                  (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 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.

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         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.

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

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         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.

         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

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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 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.

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         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

                  (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 ADDITIONAL TRANCHE B TERM LOANS.

                  The conditions to the obligations of the Tranche B Term Loan
Lenders to make Additional Tranche B Term Loans are set forth in the First
Amendment.

4.7  CONDITIONS TO THE TRANCHE C TERM LOANS.

                  The conditions to the obligations of the Tranche C Term Loan
Lenders to make Tranche C 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 Amendment Agreement.

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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 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

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Adverse Effect, (y) the Certificate or the Articles of Incorporation or
Bylaws of 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 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 with GAAP and fairly present, in all material respects,
the financial position (on a consolidated basis)

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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, 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.

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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.

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

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         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.

         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.

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         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.

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

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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 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

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         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 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

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         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");

                  (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.

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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
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,

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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 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.

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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 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.

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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 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

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<PAGE>

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.

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

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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.

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

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         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 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;

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<PAGE>

                  (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);

                  (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.

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<PAGE>

         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 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);

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<PAGE>

                  (viii) Investments made by Company or any of its Subsidiaries
         in Permitted Acquisitions in accordance with subsection 7.7(vii);

                  (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;

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<PAGE>

                  (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 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

                                     106

<PAGE>

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:

<TABLE>
<CAPTION>
                                                                                               MINIMUM FIXED
                              PERIOD                                                       CHARGE COVERAGE RATIO
        ----------------------------------------------------                          --------------------------------
        <S>                                                                           <C>
        4th Fiscal Quarter, 1998 through 4th Fiscal
            Quarter, 2001                                                                         1.10 x
        1st Fiscal Quarter, 2002 and thereafter                                                   1.20 x

         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
</TABLE>

                                      107
<PAGE>
<TABLE>

        <S>                                                                       <C>
        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
</TABLE>

         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:

<TABLE>
<CAPTION>
                           QUARTER ENDED                                            MINIMUM EBITDA
                                                                                        AMOUNT
        ----------------------------------------------------                  ---------------------------
        <S>                                                                   <C>
        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                                                      59,316,800
        3rd Fiscal Quarter, 2000                                                      60,316,800
        4th Fiscal Quarter, 2000 through 3rd Fiscal
            Quarter 2001                                                              61,316,800
        4th Fiscal Quarter, 2001 through 3rd Fiscal
            Quarter 2002                                                              65,316,800
        4th Fiscal Quarter, 2002 through 3rd Fiscal
            Quarter 2003                                                              69,316,800
        4th Fiscal Quarter, 2003 and thereafter                                       73,316,800
</TABLE>

; 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 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 Second 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

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<PAGE>

         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.

         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:

<TABLE>
<CAPTION>
                                                                                     MINIMUM INTEREST COVERAGE
                          PERIOD                                                                RATIO
        ----------------------------------------------------                      ------------------------------------
        <S>                                                                       <C>
        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
</TABLE>

                                      109
<PAGE>


         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 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;


                                       110

<PAGE>


                  (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);

                  (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


                                       111

<PAGE>


         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 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.


                                       112

<PAGE>


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 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


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<PAGE>


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.

         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.

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


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<PAGE>


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

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,


                                       115

<PAGE>


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 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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<PAGE>


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.

                  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


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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. First Chicago 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 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


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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 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


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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, 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


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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.

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


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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
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


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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 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


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         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 $3,000,000 (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, 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


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         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. 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 assigning Lender to take or omit to
take any action 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


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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, 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


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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.

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


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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.

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.


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                  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.

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.


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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 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


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assigns of Lenders (it being understood that Lenders' rights of assignment
are subject to subsection 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 THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of


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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, 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.

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


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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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