EXHIBIT 10.1
 LOAN AGREEMENT
BY AND AMONG
LABARGE, INC.,
LABARGE ELECTRONICS, INC.,
LABARGE ACQUISITION COMPANY, INC.,
U.S. BANK NATIONAL ASSOCIATION,
WELLS FARGO BANK, NATIONAL ASSOCIATION
AND
U.S. BANK NATIONAL ASSOCIATION, AS AGENT
 DECEMBER 22, 2008




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SECTION 1.  DEFINITIONS
    
    
    11.01 Definitions
    
    
    11.02 Continuance of an Event of Default
    
    
    231.03 Accounting Terms and Determinations
    
    
    23SECTION 2.  LOANS AND LETTERS OF CREDIT
    
    
    232.01 Revolving Credit Commitments
    
    
    232.02 Swing Line Loans
    
    
    252.03 LaBarge Electronics Term Loan
    
    
    272.04 LaBarge Acquisition Term Loan
    
    
    282.05 Letter of Credit Commitment
    
    
    282.06 Method of Borrowing
    
    
    312.07 Notes
    
    
    332.08 Duration of Interest Periods and Selection of Interest Rates
    
    
    352.09 Interest Rates and Interest Payments
    
    
    362.10 Computation of Interest
    
    
    382.11 Fees
    
    
    382.12 Method of Making Interest and Other Payments
    
    
    392.13 Voluntary Prepayments
    
    
    392.14 Mandatory Prepayments
    
    
    402.15 General Provisions as to Payments
    
    
    412.16 Funding Losses
    
    
    412.17 Basis for Determining Interest Rate Inadequate or Unfair
    
    
    412.18 Illegality
    
    
    422.19 Increased Cost
    
    
    422.20 Base Rate Loans Substituted for Affected LIBOR Loans
    
    
    432.21 Capital Adequacy
    
    
    432.22 Survival of Indemnities
    
    
    442.23 Discretion of Lenders as to Manner of Funding
    
    
    442.24 Sharing of Payments
    
    
    442.25 Application of Payments
    
    
    442.26 Taxes
    
    
    45SECTION 3.  PRECONDITIONS
    
    
    463.01 Preconditions to Effectiveness of this Agreement
    
    
    463.02 All Loans
    
    
    493.04 All Letters of Credit
    
    
    50SECTION 4.  REPRESENTATIONS AND WARRANTIES
    
    
    514.01 Existence and Power
    
    
    514.02 Authorization
    
    
    514.03 Binding Effect
    
    
    514.04 Financial Statements
    
    
    524.05 Litigation
    
    
    524.06 Pension and Welfare Plans
    
    
    524.07 Tax Returns and Payment
    
    
    534.08 Subsidiaries
    
    
    534.09 Compliance With Other Instruments; None Burdensome
    
    
    534.10 Other Debt
    
    
    544.11 Labor Matters
    
    
    544.12 Title to Property
    
    
    544.13 Regulation U
    
    
    544.14 Multi-Employer Pension Plan Amendments Act of 1980
    
    
    54




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4.15 Investment Company Act of 1940
    
    
    554.16 Patents, Trademarks, Copyrights, Licenses, Etc
    
    
    554.17 Environmental and Safety and Health Matters
    
    
    554.18 Investments
    
    
    554.19 No Default
    
    
    554.20 Government Contracts
    
    
    564.21 Purchase and Other Commitments and Outstanding Bids
    
    
    564.22 Disclosure
    
    
    56SECTION 5.  COVENANTS
    
    
    565.01 Affirmative Covenants of the Company
    
    
    56(a) Information
    
    
    56(b) Payment of Indebtedness
    
    
    58(c) Books and Records, Consultations and Inspections
    
    
    58(d) Payment of Taxes
    
    
    58(e) Payment of Claims
    
    
    59(f) Existence
    
    
    59(g) Maintenance of Property
    
    
    59(h) Compliance with Laws, Regulations, Etc
    
    
    59(i) Environmental Matters
    
    
    59(j) ERISA Compliance
    
    
    60(k) Notices
    
    
    60(l) Insurance
    
    
    61(m) Further Assurances
    
    
    61(n) Accountant
    
    
    62(o) Financial Covenants
    
    
    62(p) Subsidiaries
    
    
    62(q) Interest Rate Protection
    
    
    625.02 Negative Covenants of Borrower
    
    
    62(a) Limitation on Indebtedness
    
    
    63(b) Limitation on Liens
    
    
    63(c) Consolidation, Merger, Sale of Property, Etc.
    
    
    63(d) Sale and Leaseback Transactions
    
    
    64(e) Sale or Discount of Accounts
    
    
    64(f) Transactions with Affiliates
    
    
    65(g) Changes in Nature of Business
    
    
    65(h) Fiscal Year
    
    
    65(i) Stock Redemptions and Distributions
    
    
    65(j) Pension Plans
    
    
    65(k) Restricted Investments, Acquisitions
    
    
    65(l) Subsidiaries
    
    
    65(m) Limitations on Restrictive Agreements
    
    
    655.03 Use of Proceeds
    
    
    66SECTION 6.  EVENTS OF DEFAULT
    
    
    66SECTION 7. AGENT
    
    
    717.01 Appointment
    
    
    717.02 Powers
    
    
    717.03 General Immunity
    
    
    727.04 No Responsibility for Loans, Recitals, Etc.
    
    
    727.05 Right to Indemnity
    
    
    727.06 Action Upon Instructions of Required Lenders
    
    
    727.07 Employment of Agents and Counsel
    
    
    737.08 Reliance on Documents; Counsel
    
    
    737.09 May Treat Payee as Owner
    
    
    73
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7.10 Agents Reimbursement
    
    
    737.11 Rights as a Lender
    
    
    737.12 Independent Credit Decision
    
    
    737.13 Resignation of Administrative Agent
    
    
    747.14 Delivery of Documents
    
    
    747.15 Application of Section 7 to U.S. Bank
    
    
    747.16 Legal Representation of the Agent
    
    
    747.17 Duration of Agency
    
    
    75SECTION 8.  GENERAL
    
    
    758.01 No Waiver
    
    
    758.02 Right of Setoff
    
    
    758.03 Cost and Expenses
    
    
    758.04 Environmental Indemnity
    
    
    768.05 General Indemnity
    
    
    768.06 Authority to Act
    
    
    778.07 Notices
    
    
    778.08 Consent To Jurisdiction; Waiver of Jury Trial
    
    
    778.09 Governing Law
    
    
    778.10 Amendments and Waivers
    
    
    778.11 References; Headings for Convenience
    
    
    788.12 Successors and Assigns
    
    
    788.13 No Oral Agreements; Entire Agreement
    
    
    798.14 Severability
    
    
    798.15 Counterparts
    
    
    798.16 Resurrection of the Borrowers Obligations
    
    
    798.17 Independence of Covenants
    
    
    808.18 Collateral
    
    
    808.19 Confidentiality
    
    
    808.20 USA Patriot Act
    
    
    808.21 Swap Contracts and Treasury Management Agreements
    
    
    808.22 Release of Liens
    
    
    818.23 Waiver of Consequential Damages, etc.
    
    
    818.24 Release of Certain Documents
    
    
    818.25 Reallocation of Loans
    
    
    818.26 Amendment and Restatement
    
    
    81
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LOAN AGREEMENT
  WITNESSETH:
       SECTION 1.  DEFINITIONS
 Definitions




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Account Debtor
 Accounts
 Acquisition
 Adjusted Base Rate plus
 Affiliate
 Agent
 Applicable Commitment Fee Rate Applicable LIBOR Margin Applicable
Base Rate Margin
 If the Consolidated
    
    ApplicableDebt to Consolidated
    
    Commitment Fee
    
    Applicable LIBOR
    
    Applicable BaseEBITDA Ratio is, then
    
    Rate is
    
    Margin is
    
    Rate Margin is3 2.0 to 1.0
    
    
    0.500
    %
    
    
    2.75
    %
    
    
    1.25
    %3 1.5 to 1.0 but
< 2.0 to 1.0
    
    
    0.375
    %
    
    
    2.25
    %
    
    
    0.75
    %< 1.5 to 1.0
    
    
    0.250
    %
    
    
    2.00
    %
    
    
    0.50
    %
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Assignee
 Assignment and Assumption Agreement
 Attorneys Fees
 - 3 -




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Authorized Person
 Base Rate plus
 Base Rate Loan
 Borrowers Obligations
 Borrowing Base plus
 Borrowing Base Certificate
 Business Day
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Capital Expenditure
 Capitalized Lease
 Capitalized Lease Obligations
 CERCLA et seq
 Change of Control Event
 Citibank Supplier Agreement
 Code
 Collateral
 Company Patent, Trademark and License Security Agreement
 Company Security Agreement
 Company Stock Pledge Agreement
 Consolidated Debt
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Consolidated Debt to Consolidated EBITDA Ratio
 Consolidated EBITDA plus plus plus plus plus plus minus plus
 Consolidated Fixed Charge Coverage Ratio
 Consolidated Fixed Charges plus plus plus
 Consolidated Interest Expense
 Consolidated Net Income
 Consolidated Net Worth
 - 6 -




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plus minus
 Consolidated Operating Cash Flow plus minus minus minus
 Consolidated Operating Lease Expense
 Daily LIBOR Rate divided by
 Debt plus plus plus
 Default
 Defaulting Lender
 Distribution
 - 7 -




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Eligible Accounts
 - 8 -




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Eligible Inventory Exhibit A Exhibit A Exhibit A Exhibit A
 - 9 -




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Environmental Claim
 Environmental Law
 ERISA
 ERISA Affiliate
 - 10 -




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Eurodollar Business Day
 Event of Default
 Existing Letters of Credit
 Fed Funds Rate
 GAAP
 Guarantee Guarantee
 Hazardous Substance et seq et seq
 Indebtedness
 - 11 -




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Interest Period
 (a)
    
    with respect to each Revolving Credit LIBOR Loan:
       (b)
    
    with respect to each Term LIBOR Loan which is a portion of the LaBarge Electronics
Term Loan:
  - 12 -




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plus
    (c)
    
    with respect to each Term LIBOR Loan which is a portion of the LaBarge Acquisition
Term Loan:
     - 13 -




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plus
    Inventory
 Investment
 LaBarge Acquisition Collateral Assignment of Asset Purchase Agreement
 LaBarge Acquisition Interest Rate Selection Notice
 LaBarge Acquisition Patent, Trademark and License Security Agreement
 LaBarge Acquisition Security Agreement
 LaBarge Acquisition Term Loan
 - 14 -




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LaBarge Acquisition Term Loan Guaranty
 LaBarge Acquisition Term Loan Notes
 LaBarge Electronics Interest Rate Selection Notice
 LaBarge Electronics Patent, Trademark and License Security Agreement
 LaBarge Electronics Security Agreement
 LaBarge Electronics Term Loan
 LaBarge Electronics Term Loan Guaranty
 LaBarge Electronics Term Loan Notes
 LaBarge/STC
 LaBarge/STC Patent, Trademark and License Security Agreement
 LaBarge/STC Security Agreement
 Lender(s)
 Letter of Credit Letters of Credit
 Letter of Credit Application
 - 15 -




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Letter of Credit Commitment Fee
 Letter of Credit Issuance Fee
 Letter of Credit Request
 Letter of Credit Reimbursement Agreement
 LIBOR Base Rate
 LIBOR Index Rate
 LIBOR Loan
 LIBOR Rate plus
 LIBOR Reserve Percentage
 - 16 -




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Lien
 Loan Loans
 Material Adverse Effect
 Maximum Swing Line Amount
 Moodys
 Multi-Employer Plan
 Note Notes
 Notice of Revolving Credit Borrowing
 Notice of Swing Line Borrowing
 Obligor
 Occupational Safety and Health Laws
 - 17 -




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Operating Lease
 Operating Lease Expenses
 Other Taxes
 Participant
 PBGC
 Pensar Acquisition
 Pensar Acquisition Agreement
 Pension Plan
 Permitted Liens
      - 18 -




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Schedule 4.12 Schedule 4.12
    Person
 Prime Rate
 Property Properties
 Pro Rata Share
 - 19 -




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RCRA et seq
 Regulation D
 Regulatory Change
 Release
 Reportable Event
 Required Lenders
 Restricted Investment
      - 20 -




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Schedule
4.18 Schedule 4.18
 Schedule 4.18 Schedule 4.18
 Revolving Credit Commitment
 Revolving Credit Guaranty
 Revolving Credit Base Rate Loan
 Revolving Credit LIBOR Loan
 Revolving Credit Loan Revolving Credit Loans
 Revolving Credit Notes
 Revolving Credit Period
 S&P
 Subsidiary
 - 21 -




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Swap Contract
 Swap Termination Value
 Swing Line Loan Swing Line Loans
 Swing Line Note
 Taxes
 Term Base Rate Loan
 Term LIBOR Loan
 Total Revolving Credit Outstandings plus plus plus
 Transaction Documents
 - 22 -




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Treasury Management Agreement
 USA Patriot Act
 U.S. Bank
 Voting Stock
 Welfare Plan
 Continuance of an Event of Default
 Accounting Terms and Determinations
 SECTION 2. LOANS AND LETTERS OF CREDIT
 Revolving Credit Commitments
 - 23 -




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multiplied by minus minus plus plus plus plus
 Exhibit A
    plus
 - 24 -




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Swing Line Loan
  - 25 -




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- 26 -




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LaBarge Electronics Term Loan
 Date of Principal Payment
    
    Amount of Principal PaymentSeptember 30, 2009
    
    $444,444.44December 31, 2009
    
    $444,444.44March 31, 2010
    
    $444,444.44June 30, 2010
    
    $444,444.44September 30, 2010
    
   $555,555.56December 31, 2010
    
    $555,555.56March 31, 2011
    
    $555,555.56June 30, 2011
    
$555,555.56September 30, 2011
    
$600,000.00December 22, 2011
    
    Entire Outstanding Principal Balance
 - 27 -




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LaBarge Acquisition Term Loan
 Date of Principal Payment
    
    Amount of Principal PaymentSeptember 30, 2009
    
    $1,555,555.56December 31, 2009
    
$1,555,555.56March 31, 2010
    
$1,555,555.56June 30, 2010
    
$1,555,555.56September 30, 2010
    
$1,944,444.44December 31, 2010
    
$1,944,444.44March 31, 2011
    
$1,944,444.44June 30, 2011
    
$1,944,444.44September 30, 2011
    
$2,100,000.00December 22, 2011
    
    Entire Outstanding Principal Balance
  Letter of Credit Commitment Exhibit F
  - 28 -




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plus
   plus plus
 - 29 -




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- 30 -




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plus
 Schedule 2.03(g)
  Method of Borrowing
  - 31 -




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- 32 -




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Schedule 2.04
 Notes
  - 33 -




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Exhibit B
 Exhibit C
 Exhibit D
 Exhibit E
   - 34 -




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Duration of Interest Periods and Selection of Interest Rates
   - 35 -




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Interest Rates and Interest Payments
  - 36 -




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- 37 -




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Computation of Interest
 Fees
  - 38 -




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Method of Making Interest and Other Payments
 Voluntary Prepayments
     - 39 -




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Mandatory Prepayments
 - 40 -




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General Provisions as to Payments
 Funding Losses
 Basis for Determining Interest Rate Inadequate or Unfair
    - 41 -




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Illegality
 Increased Cost
    - 42 -




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Base Rate Loans Substituted for Affected LIBOR Loans
 Capital Adequacy
 - 43 -




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Survival of Indemnities
 Discretion of Lenders as to Manner of Funding
 Sharing of Payments
 Application of Payments
   - 44 -




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first second pro rata
 Taxes
 excluding
 - 45 -




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SECTION 3. PRECONDITIONS
 Preconditions to Effectiveness of this Agreement
       - 46 -




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- 47 -




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- 48 -




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All Loans
    - 49 -




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All Letters of Credit
       - 50 -




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SECTION 4. REPRESENTATIONS AND WARRANTIES
  Existence and Power
 Authorization
 Binding Effect
 - 51 -




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Financial Statements
 Litigation Schedule 4.05
 Pension and Welfare Plans Schedule 4.06
 - 52 -




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Tax Returns and Payment
 Subsidiaries Schedule 4.08 Schedule 4.08 Schedule 4.08 Schedule 4.08
 Compliance With Other Instruments; None Burdensome
 - 53 -




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Other Debt Schedule 4.10
 Labor Matters
 Title to Property
 Regulation U
 Multi-Employer Pension Plan Amendments Act of 1980
 - 54 -




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Investment Company Act of 1940
 Patents, Trademarks, Copyrights, Licenses, Etc Schedule 4.16 Schedule
4.16
 Environmental and Safety and Health Matters Schedule
4.17
 Investments
 No Default
 - 55 -




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Government Contracts
 Purchase and Other Commitments and Outstanding Bids
 Disclosure
 SECTION 5. COVENANTS
 Affirmative Covenants of the Company
 Information
  - 56 -




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Exhibit G
    - 57 -




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Payment of Indebtedness
 Books and Records; Consultations and Inspections
 Payment of Taxes
 - 58 -




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Payment of Claims
 Existence
 Maintenance of Property
 Compliance with Laws, Regulations, Etc.
 Environmental Matters
 - 59 -




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ERISA Compliance
      Notices
    - 60 -




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Insurance
 Further Assurances
 - 61 -




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Accountant
 Financial Covenants
 Minimum Consolidated Fixed Charge Coverage Ratio
 Maximum Consolidated Debt to Consolidated EBITDA Ratio
 Minimum Consolidated Net Worth plus
 Subsidiaries
 Interest Rate Protection
 Negative Covenants of the Company
 - 62 -




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Limitation on Indebtedness
   Schedule
4.10 Schedule 4.10
   provided
  Limitation on Liens
 Consolidation, Merger, Sale of Property, Etc.
   - 63 -




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Sale and Leaseback Transactions
 Sale or Discount of Accounts
 - 64 -




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Transactions with Affiliates
 Changes in Nature of Business
 Fiscal Year
 Stock Redemptions and Distributions
 Pension Plans
 Restricted Investments; Acquisitions
 Subsidiaries
 Limitations on Restrictive Agreements
 - 65 -




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Schedule 5.02(o)
 Use of Proceeds
 SECTION 6. EVENTS OF DEFAULT
    - 66 -




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- 67 -




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- 68 -




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- 69 -




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- 70 -




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SECTION 7. AGENT
 Appointment
 Powers
 - 71 -




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General Immunity
 No Responsibility for Loans, Recitals, Etc
 Right to Indemnity
 Action Upon Instructions of Required Lenders
 - 72 -




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Employment of Agents and Counsel
 Reliance on Documents; Counsel
 May Treat Payee as Owner
 Agents Reimbursement
 Rights as a Lender
 Independent Credit Decision
 - 73 -




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Resignation of Administrative Agent
 Delivery of Documents
 Application of Section 7 to U.S. Bank mutatis mutandis mutatis mutandis
 Legal Representation of the Agent
 - 74 -




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Duration of Agency
 SECTION 8. GENERAL
 No Waiver
 Right of Setoff
 Cost and Expenses
 - 75 -




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Environmental Indemnity
 General Indemnity provided
 - 76 -




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Authority to Act
 Notices
 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL EACH BORROWER, THE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES THE RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH ANY ONE OR MORE OF THE BORROWERS, ON THE ONE
HAND, AND THE AGENT AND/OR ANY LENDER, ON THE OTHER HAND, ARE PARTIES RELATING TO OR ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS.
 Governing Law
 Amendments and Waivers
 - 77 -




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References; Headings for Convenience Exhibits A B C D E F G H Exhibits A B C D E F G H Schedules 2.03(g) 2.04 4.05 4.06 4.08 4.10 4.12 4.16 4.17 4.18 5.02(m) Schedules 2.03(g) 2.04 4.05 4.06 4.08 4.10 4.12 4.16 4.17 4.18 5.02(m)
 Successors and Assigns.
  provided
 Exhibit H
 - 78 -




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NO ORAL AGREEMENTS; ENTIRE AGREEMENT ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A
DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL
THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU
(BORROWER(S))
AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 Severability
 Counterparts
 Resurrection of the Borrowers Obligations
 - 79 -




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Independence of Covenants
 Collateral
 Confidentiality
 USA Patriot Act
 Swap Contracts and Treasury Management Agreements
 - 80 -




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Release of Liens
 Waiver of Consequential Damages, etc.
 Release of Certain Documents
 Reallocation of Loans
 Amendment and Restatement
  - 81 -




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LABARGE, INC.By
    
    /s/CRAIG E. LaBARGEName: Craig E. LaBargeTitle: CEO and PresidentAddress:9900A Clayton RoadSt. Louis, Missouri 63178Attention: Chief Financial OfficerFacsimile No.: (314) 812-9438LABARGE ELECTRONICS, INC.By
    
    /s/CRAIG E.LaBARGEName: Craig E. LaBargeTitle: PresidentAddress:9900A Clayton RoadSt. Louis, Missouri 63178Attention: Chief Financial OfficerFacsimile No.: (314) 812-9438LABARGE ACQUISITION COMPANY, INC.By
    
    /s/CRAIG E. LaBARGEName: Craig E. LaBargeTitle: PresidentAddress:9900A Clayton RoadSt. Louis, Missouri 63178Attention: Chief Financial OfficerFacsimile No.: (314) 812-9438
 - 82 -




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U.S. BANK NATIONAL ASSOCIATIONBy
    
    /s/Daniel L. TilghmanName: Daniel L. TilghmanTitle: Vice PresidentAddress:721 Locust StreetFirst Floor, Bank LobbySt. Louis, Missouri 63101Attention: Commercial Lending DepartmentFacsimile No.: (314) 418-8090WELLS FARGO BANK, NATIONAL ASSOCIATIONBy
    
    /s/Kevin L. HandleyName: Kevin L. HandleyTitle: Vice PresidentAddress:
 Attention:Facsimile No.:
()
 U.S. BANK NATIONAL ASSOCIATION, as AgentBy
    
    /s/Daniel L. TilghmanName: Daniel L. TilghmanTitle: Vice PresidentAddress:721 Locust StreetFirst Floor, Bank LobbySt. Louis, Missouri 63101Attention: Commercial Lending DepartmentFacsimile No.: (314) 418-8090
 - 83 -