**Exhibit10.10.5**

 

 

**DECRANEAIRCRAFT HOLDINGS, INC.**

**SECOND AMENDMENT**

**TO THIRDAMENDED AND RESTATED CREDIT AGREEMENT**

This **SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDITAGREEMENT** (this “**Amendment**”) is dated as of March 19, 2002and entered into by and among DeCrane Aircraft Holdings, Inc., a Delawarecorporation (“**Company**”), the financial institutions listed on the signaturepages hereof (“**Lenders**”), Credit Suisse First Boston (as successor to DLJCapital Funding, Inc.), as syndication agent for Lenders (“**Syndication Agent**”), and BankOne, NA, as administrative agent for Lenders (“**Administrative Agent**”), andis made with reference to that certain Third Amended and Restated CreditAgreement, dated as of May 11, 2000, as amended by a First Amendment to ThirdAmended and Restated Credit Agreement (the “**FirstAmendment**”), dated as of June 30, 2000, and as further amended by anIncreased Commitments Agreement to Third Amended and Restated Credit Agreement(“**Increased Commitments Agreement**”),dated as of April 27, 2001 (the “**Credit Agreement**”), by and among Company,the lenders listed on the signature pages thereof, Syndication Agent andAdministrative Agent.  Capitalized termsused herein without definition shall have the same meanings herein as set forthin the Credit Agreement.

**RECITALS**

**WHEREAS**, Company and Lenders desire to amend theCredit Agreement to (i) consolidate the Working Capital Loans and AcquisitionLoans into one tranche of Revolving Loans, (ii) increase the interest ratemargins applicable to the Loans, (iii) modify the financial covenants incertain respects and (iv) make certain other amendments as set forth below:

**NOW,THEREFORE,**inconsideration of the premises and the agreements, provisions and covenantsherein contained, the parties hereto agree as follows:

**Section 1.              AMENDMENTS TO THE CREDIT AGREEMENT**

**1.1          Amendments to Section1:  Definitions**

**A.**    Subsection 1.1 of the Credit Agreement is hereby amended byadding thereto the following definitions, which shall be inserted in properalphabetical order:

**“AcquiredBusiness”** has themeaning set forth in subsection 7.6C.

**“AcquiredBusiness EBITDA”**has the meaning set forth in subsection 7.6C.

**“Revolving Lender”** means a Lender having a Revolving LoanCommitment.  Each Acquisition Lender andWorking Capital Lender shall be deemed to be a Revolving Lender as of theSecond Amendment Closing Date.

**“Revolving Loan Commitment”** means the commitment of a Revolving Lender to makeRevolving Loans to Company pursuant to subsection 2.1A(iii), and **“RevolvingLoan Commitments”** means such commitments of all Revolving Lenders inthe aggregate.  Each Lender’sAcquisition Loan Commitment and each Lender’s Working Capital Loan Commitment,in the aggregate, shall be deemed to be a single Revolving Loan Commitment ofsuch Lender as of the Second Amendment Closing Date.

 

 

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**“Revolving Loan Commitment Termination Date”** means the Working Capital LoanCommitment Termination Date.

**“Revolving Loan Exposure”** means, with respect to any Revolving Lender as of anydate of determination (i) prior to the termination of the Revolving LoanCommitments, that Revolving Lender’s Revolving Loan Commitment and (ii) onand after the termination of the Revolving Loan Commitments, the sum of(a) the aggregate outstanding principal amount of the Revolving Loans ofthat Revolving Lender plus (b) in the event that Revolving Lenderis an Issuing Lender, the aggregate Letter of Credit Usage in respect of allLetters of Credit issued by that Revolving Lender (in each case net of anyparticipations purchased by other Revolving Lenders in such Letters of Creditor any unreimbursed drawings thereunder) plus (c) the aggregateamount of all participations purchased by that Revolving Lender in anyoutstanding Letters of Credit or any unreimbursed drawings under any Letters ofCredit plus (d) in the case of Swing Line Lender, the aggregateoutstanding principal amount of all Swing Line Loans (net of any participationstherein purchased by other Revolving Lenders) plus (e) theaggregate amount of all participations purchased by that Revolving Lender inany outstanding Swing Line Loans.

**“Revolving Loans”** means the Loans made by Revolving Lenders to Companypursuant to subsection 2.1A(iii). Acquisition Loans and Working Capital Loans shall be deemed to beRevolving Loans as of the Second Amendment Closing Date.

**“Revolving Notes”** means (i) the promissory notes of Company issuedpursuant to subsection 2.1D and (ii) any promissory notes issued byCompany in connection with assignments of the Revolving Loan Commitments andRevolving Loans of any Revolving Lenders, in each case substantially in theform of Exhibit XXXIII annexed hereto, as they may be amended,supplemented or otherwise modified from time to time.

**“Second Amendment Closing Date”** means the date of the Second Amendmentto Third Amended and Restated Credit Agreement.

**“Second Amendment to Third Amended and Restated CreditAgreement”** meansthat certain Second Amendment to Third Amended and Restated Credit Agreement,dated as of March 19, 2002, as it may be amended, supplemented orotherwise modified from time to time.

**“Third Amended and Restated Credit Agreement”** means thatcertain Third Amended and Restated Credit Agreement dated as of May 11,2000, as it may be amended, supplemented or otherwise modified from time totime.

 **“Total Utilization of Revolving Loan Commitments”**means, as at any date of determination, the sum of (i) the aggregateprincipal amount of all outstanding Revolving Loans plus (ii) theaggregate principal amount of all outstanding Swing Line Loans plus(iii) the Letter of Credit Usage.

**B.**    Subsection 1.1 of the Credit Agreement is hereby amended bydeleting the definitions of “Consolidated Excess Cash Flow,” “Issuing Lender,”“Loan,” “Notes,” “Pro Rata Share,” and “Requisite Lenders,” and inserting thefollowing definition in lieu thereof, which shall be inserted in properalphabetical order:

 

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**“Consolidated Excess Cash Flow”** means, for any period, an amount (ifpositive) equal to (i) the sum, without duplication, of the amounts forsuch period of (a) Consolidated EBITDA and (b) the Consolidated Working CapitalAdjustment minus (ii) the sum, without duplication, of the amountsfor such period of (a) mandatory and scheduled repayments of the Loans andscheduled, mandatory and optional repayments of other Consolidated Total Debt(excluding repayments of Working Capital Loans, Acquisition Loans and RevolvingLoans except to the extent the Working Capital Loan Commitments, AcquisitionLoan Commitments or Revolving Loan Commitments, as the case may be, arepermanently reduced in connection with such repayments) in each case to theextent actually made during such period, (b) Consolidated CapitalExpenditures paid in cash (without duplication, net of any proceeds of anyrelated financings with respect to such expenditures), (c) ConsolidatedInterest Expense paid in cash, (d) the amount of taxes based on income ofCompany and its Subsidiaries paid or payable in cash during such period, (e)the amount paid for Permitted Acquisitions permitted and actually made undersubsection 7.7(viii) and Investments permitted and actually made undersubsection 7.3(xiii) but only to extent paid in cash from Company’s or itsSubsidiaries cash balances; (f) any payments with respect to Earn-Outs actuallypaid during such period, (g) gains on any sale, lease, conveyance, or otherdisposition of any asset (other than in the ordinary course of business), and(h) any distributions with respect to minority interests made during suchperiod.

**“Issuing Lender”** means, First Chicago in its capacity as issuer of aLetter of Credit or, if First Chicago declines to issue such Letter of Creditin accordance with subsection 3.1B(ii), then any other Revolving Lender that atthe request of Company agrees to issue a Letter of Credit pursuant tosubsection 3.1B(ii).

**“Loan”** or **“Loans”** means one or more of the Tranche A Term Loans, TrancheB Term Loans, Tranche D Term Loans, Swing Line Loans or Revolving Loans or anycombination thereof.

**“Notes”** means one or more of the Tranche A Term Notes, Tranche B Term Notes,Tranche D Term Notes, Swing Line Notes or Revolving Notes or any combinationthereof.

**“Pro Rata Share”** means (i) with respect to all payments,computations and other matters relating to the Tranche A Term Loan Commitmentsor 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) theaggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect to allpayments, computations and other matters relating to the Tranche B Term LoanCommitments or the Tranche B Term Loan of any Lender, the percentage obtainedby dividing (1) the Tranche B Term Loan Exposure of that Lender by(2) the aggregate Tranche B Term Loan Exposure of all Lenders, (iii) withrespect to all payments, computations and other matters relating to the TrancheD Term Loan Commitment or the Tranche D Term Loan of any Lender, the percentageobtained by dividing (x) the Tranche D Term Loan Exposure of thatLender by (y) the aggregate Tranche D Term Loan Exposure of allLenders, (iv) with respect to all payments, computations and other mattersrelating to the Revolving Loan Commitment or the Revolving Loans of any Lenderor any Letters of Credit issued or participations therein purchased by anyLender or any participations in any Swing Line Loans purchased or deemedpurchased by any Revolving Lender, the percentage obtained by dividing(x) the Revolving Loan Exposure of that Lender by (y) theaggregate Revolving Loan Exposure of all Lenders, and (v) for all otherpurposes with respect to each Lender, the percentage obtained by dividing(x) the sum of the Tranche A Term Loan Exposure of that Lender plusthe Tranche B Term Loan Exposure of that Lender plus the Tranche D Term

 

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Loan Exposure of that Lender plus the RevolvingLoan Exposure of that Lender by (y) the sum of the aggregateTranche A Term Loan Exposure of all Lenders plus the aggregate Tranche BTerm Loan Exposure of all Lenders plus the aggregate Tranche D Term LoanExposure of all Lenders plus the aggregate Revolving Loan Exposure ofall Lenders, in any such case as the applicable percentage may be adjusted byassignments permitted pursuant to subsection 10.1.

**“Requisite Lenders”** means on any date, Lenders having or holding morethan 50% of the sum of (i) the aggregate Tranche A Term Loan Exposure ofall Lenders plus (ii) the aggregate Tranche B Term Loan Exposure of allLenders plus (iii) the aggregate Tranche D Term Loan Exposure of allLenders plus (iv) the aggregate Revolving Loan Exposure of allLenders, in each case on such date.

**C.**    Subsection 1.1 of the Credit Agreement is hereby further amendedby inserting the following at the end of the first paragraph of the definitionof the term “Permitted Acquisition”:

; and providedfurther that the sum ofthe cash consideration paid for any Acquired Business and the maximum amount ofany potential Earn-outs (notwithstanding the provisions of clause (ii) below)on and after the Second Amendment Closing Date shall not exceed the sum of (1)the Net Securities Proceeds of any equity Securities issued by Company that arenot required to be used to prepay the Loans pursuant to subsection 2.4B and (2)an amount equal to the lower of (a) 3.5 and (b) the then applicable maximum NetSenior Debt Ratio (as set forth in subsection 7.6E) times an amountequal to the Acquired Business EBITDA calculated for the Acquired Business.

 

**1.2          Amendmentsto Section 2: Amounts and Terms of Commitments and Loans**

**A.**    The first paragraph of subsection 2.1A of the Credit Agreement ishereby amended by deleting it in its entirety and substituting the followingtherefor:

A.            **Commitments**.  Subject to the terms and conditions of thisAgreement and in reliance upon the representations and warranties of Companyherein set forth, each Tranche A Term Loan Lender hereby severally agrees tomake the Tranche A Term Loans described in subsection 2.1A(i), each Tranche BTerm Loan Lender hereby severally agrees to make the Tranche B Term Loansdescribed in subsection 2.1A(ii), each Revolving Lender hereby severally agreesto make the Revolving Loans described in subsection 2.1A(iii), Swing LineLender hereby agrees to make the Swing Line Loans described in subsection2.1A(iv) and each Tranche D Term Loan Lender hereby severally agrees to makethe Tranche D Term Loans described in subsection 2.1A(vi).

**B.**    Subsection 2.1A(iii) of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

(iii)          Revolving Loans.  Each Revolving Lender severally agrees,subject to the limitations set forth below with respect to the maximum amountof Revolving Loans permitted to be outstanding from time to time, to lend toCompany from time to time during the period from the Second Amendment ClosingDate to but excluding the Revolving Loan Commitment Termination Date anaggregate amount not exceeding its Pro Rata Share of the aggregate amount ofthe Revolving Loan Commitments to be used for the purposes identified insubsections 2.5B.  The original amountof each Revolving Lender’s Revolving Loan

 

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Commitment equals theamount of the Revolving Lender’s Working Capital Loan Commitment plus itsAcquisition Loan Commitment immediately prior to the Second Amendment ClosingDate and the aggregate original amount of the Revolving Loan Commitments is$50,000,000; provided that the Revolving Loan Commitments of theRevolving Lenders shall be adjusted to give effect to any assignments of theRevolving Loan Commitments pursuant to subsection 10.1B; and providedfurtherthat the amount of the Revolving Loan Commitments shall be reduced from time totime by the amount of any reductions thereto made pursuant to subsection2.4B(ii).  Each Revolving Lender’sRevolving Loan Commitment shall expire on the Revolving Loan CommitmentTermination Date and all Revolving Loans and all other amounts owed hereunderwith respect to the Revolving Loans and the Revolving Loan Commitments shall bepaid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, atany time to but excluding the Revolving Loan Commitment Termination Date,reborrowed.

Anything contained inthis Agreement to the contrary notwithstanding, in no event shall the TotalUtilization of Revolving Loan Commitments at any time exceed the Revolving LoanCommitments then in effect.

On the Second Amendment Closing Date, (i) eachRevolving Lender shall be deemed to have made to Company a Revolving Loan in aprincipal amount equal to the aggregate principal amount of the AcquisitionLoans and the Working Capital Loans of such Lender outstanding immediatelyprior to the Second Amendment Closing Date and (ii) each such Acquisition Loanand Working Capital Loan shall be deemed to have been repaid in full (andCompany shall not be obligated to make any payments under Section 2.6D withrespect to such repayment).

**C.**    Subsection 2.1A(iv) of the Credit Agreement is hereby amended bydeleting the proviso phrase in the penultimate sentence of the first paragraph,which reads “; provided that the Swing Line Loan Commitment shall expireimmediately and without further action on October 31, 1998, if the Tranche B TermLoans are not made on or before that date,” and by deleting the references to‘Working Capital Lender’ each time such phrase appears therein and substitutingthe phrase ‘Revolving Lender’ in lieu thereof, by deleting the references to‘Working Capital Lender’s’ each time such phrase appears therein andsubstituting the phrase ‘Revolving Lender’s’ in lieu thereof, by deleting thereferences to ‘Working Capital Loan Commitment’ each time such phrase appearstherein and substituting the phrase ‘Revolving Loan Commitment’ in lieuthereof, by deleting the references to ‘Working Capital Loan Commitments’ eachtime such phrase appears therein and substituting the phrase ‘Revolving LoanCommitments’ in lieu thereof, by deleting the references to ‘Working Capital LoanCommitment Termination Date’ each time such phrase appears therein andsubstituting the phrase ‘Revolving Loan Commitment Termination Date’ in lieuthereof, by deleting the references to ‘Working Capital Lenders’ each time suchphrase appears therein and substituting the phrase ‘Revolving Lenders’ in lieuthereof, by deleting the references to ‘Working Capital Note’ each time suchphrase appears therein and substituting the phrase ‘Revolving Note’ in lieuthereof, by deleting the references to ‘Working Capital Loan’ each time suchphrase appears therein and substituting the phrase ‘Revolving Loan’ in lieuthereof,  and by deleting the referencesto ‘Working Capital Loans’ each time such phrase appears therein and substitutingthe phrase ‘Revolving Loans’ in lieu thereof.

**D.**    Subsection 2.1A of the Credit Agreement is further amended bydeleting clause (v) thereof.

 

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**E.**     The first paragraph of subsection 2.1B of the Credit Agreementis hereby amended by deleting references to “Working Capital Loans’ each timesuch phrase appears therein and substituting the phrase ‘Revolving Loans’ inlieu thereof.

**F.**     The first paragraph of subsection 2.1C of the Credit Agreementis hereby amended by deleting it in its entirety and substituting the followingtherefor:

**C.**            Disbursementof Funds.  All Loans (other than SwingLine Loans) under this Agreement shall be made by Lenders simultaneously andproportionately to their respective Pro Rata Shares of the Tranche A Term LoanCommitment, the Tranche B Term Loan Commitment, the Tranche D Term LoanCommitment and the Revolving Loan Commitment, as the case may be, it beingunderstood that no Lender shall be responsible for any default by any otherLender in that other Lender’s obligation to make a Loan requested hereunder norshall the Commitment of any Lender to make the particular type of Loanrequested be increased or decreased as a result of a default by any otherLender in that other Lender’s obligation to make a Loan requestedhereunder.  Promptly after receipt byAdministrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (ortelephonic notice in lieu thereof), Administrative Agent shall notify eachLender or Swing Line Lender, as the case may be, of the proposedborrowing.  Each Lender shall make theamount of its Loan available to Administrative Agent not later than1:00 P.M. (Chicago time) on the applicable Funding Date, in each case insame day funds in Dollars, at the Funding and Payment Office.  Except as provided in subsection 2.1A(iv) orsubsection 3.3B with respect to Revolving Loans used to repay Refunded SwingLine Loans or to reimburse any Issuing Lender for the amount of a drawing undera Letter of Credit issued by it, upon satisfaction or waiver of the conditionsprecedent specified in subsections 4.1 (in the case of Loans made on theClosing Date), 4.2 (in the case of Loans made on the Merger Date), 4.3 (in thecase of Revolving Loans) and 4.4 (in the case of all Loans (other than TrancheA Term Loans made on the Merger Date)), Administrative Agent shall make theproceeds of such Loans available to Company on the applicable Funding Date by2:00 P.M. (Chicago time), by causing an amount of same day funds in Dollarsequal to the proceeds of all such Loans received by Administrative Agent fromLenders or Swing Line Lender, as the case may be, to be credited to the accountof Company at the Funding and Payment Office.

**G.**    Subsection 2.1D of the Credit Agreement is hereby amended byadding the following paragraph at the end of such subsection:

Company shall execute and deliver on and after theSecond Amendment Closing Date to each Revolving Lender (or to AdministrativeAgent for that Lender) that has so requested, upon return to Company of theAcquisition Note and Working Capital Note of such Lender, a Revolving Notesubstantially in the form of Exhibit XXXIII annexed hereto toevidence that Lender’s Revolving Loans, in the principal amount of thatLender’s Revolving Loan Commitment and with other appropriate insertions.  Each Acquisition Note and each WorkingCapital Note of a Lender shall be deemed to be the Revolving Note of suchLender as of the Second Amendment Closing Date, and shall represent theRevolving Loan Commitment of such Lender and the obligation of Company to repayRevolving Loans to the holder of such Notes as provided herein, it beingunderstood that on and after the Second Amendment Closing Date the AcquisitionNote and the Working Capital Note of each Revolving Lender shall each evidencethe one and same obligation of Company to repay the Revolving Loans of suchRevolving Lender and that upon repayment in full of such Revolving Loans andthe termination of the Revolving Commitment of such Revolving Lender Companyshall have no obligations under the Acquisition Note and the Working CapitalNote of such Lender. A Revolving

 

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Lender may, but is notrequired to, exchange its Acquisition Note or its Working Capital Note for aRevolving Note at any time on or after the Second Amendment Closing Date.

**H.**    Subsection 2.2A of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

**A.**            Rateof Interest.  Subject to theprovisions of subsection 2.6, each Loan shall bear interest on the unpaidprincipal amount thereof from the date made through maturity (whether byacceleration or otherwise) at a rate determined by reference to the Base Rateor the Adjusted Eurodollar Rate.  EachSwing Line Loan shall bear interest on the unpaid principal amount thereof fromthe date made through maturity (whether by acceleration or otherwise) at a ratedetermined by reference to the Base Rate. The applicable basis for determining the rate of interest with respectto any Loan shall be selected by Company initially at the time a Notice ofBorrowing is given with respect to such Loan pursuant to subsection 2.1B, andthe basis for determining the interest rate with respect to any Loan may bechanged from time to time pursuant to subsection 2.2D.

(i)            (a)           Subjectto the provisions of subsection 2.2E, the Tranche A Term Loans and theRevolving Loans shall bear interest through maturity as follows:

(1)                   if a Base Rate Loan, then atthe sum of the Base Rate plus the Base Rate Margin set forth in thetable below opposite the Consolidated Leverage Ratio as set forth in the mostrecent Margin Determination Certificate delivered pursuant to subsection6.1(iv); or

(2)                   if a Eurodollar Rate Loan,then at the sum of the Adjusted Eurodollar Rate for the Interest Periodapplicable to such Loan plus the Eurodollar Rate Margin set forth in thetable below opposite the Consolidated Leverage Ratio as set forth in the mostrecent Margin Determination Certificate delivered pursuant to subsection 6.1(iv):

 
| **Consolidated  Leverage Ratio**                             |   | **Applicable Eurodollar  Rate Margin** |   | **Applicable Base  Rate Margin** |   |
|--------------------------------------------------------------|--------|----------------------------------------|--------|----------------------------------|--------|
| Greater than or  equal to 5.00:1.00                          |   | 3.75                                   | %      | 2.50                             | %      |
| Greater  than or equal to 4.50:1.00  but less than 5.00:1.00 |   | 3.50                                   | %      | 2.25                             | %      |
| Greater  than or equal to 4.00:1.00  but less than 4.50:1.00 |   | 3.25                                   | %      | 2.00                             | %      |
| Greater  than or equal to 3.50:1.00  but less than 4.00:1.00 |   | 2.75                                   | %      | 1.50                             | %      |
| Greater  than or equal to 3.00:1.00  but less than 3.50:1.00 |   | 2.50                                   | %      | 1.25                             | %      |
| Less  than 3.00:1.00                                         |   | 2.00                                   | %      | 0.75                             | %      |

 

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provided that until theFirst Amendment Closing Date, the applicable margin for Tranche A Term Loans,Working Capital Loans and Acquisition Loans that are Eurodollar Rate Loansshall 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; providedfurther that from the First Amendment ClosingDate until the delivery of the first Margin Determination Certificate pursuantto subsection 6.1(iv) after the six-month anniversary of the First AmendmentClosing Date, the applicable margin for Tranche A Term Loans, Working CapitalLoans and Acquisition Loans that are Eurodollar Rate Loans shall be 2.75% perannum and for Tranche A Term Loans, Working Capital Loans, Swing Line Loans andAcquisition Loans that are Base Rate Loans shall be 1.50% per annum; providedfurther that from the Third Amended and Restated Credit Agreement ClosingDate until delivery of the first Margin Determination Certificate pursuant tosubsection 6.1(iv) after the six-month anniversary of the Third Amended andRestated Credit Agreement Date, the applicable margin for Tranche A Term Loans,Working Capital Loans and Acquisition Loans that are Eurodollar Rate Loans shallbe the greater of (A) 3.00% per annum or (B) the Applicable Eurodollar RateMargin as shown in the preceding table, and the applicable margin for Tranche ATerm Loans, Working Capital Loans, Swing Line Loans and Acquisition Loans thatare Base Rate Loans shall be the greater of (A) 1.75% per annum or (B) theApplicable Base Rate Margin as shown in the preceding table.

Changes in the applicablemargin for Tranche A Term Loans and Revolving Loans resulting from a change inthe Consolidated Leverage Ratio shall become effective as provided insubsection 2.3C.

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

(b)           Subject to the provisions ofsubsection 2.2E, the Tranche B Term Loans shall bear interest through maturityas follows:

(1)   if a Base Rate Loan, then (A) from the ThirdAmended and Restated Credit Agreement Closing Date until the Second AmendmentClosing Date, at the sum of the Base Rate plus 2.25% per annum and (B)from the Second Amendment Closing Date until maturity, at the sum of the BaseRate plus 2.75% per annum; or

(2)   if a Eurodollar Rate Loan, then (A) from theThird Amended and Restated Credit Agreement Closing Date until the SecondAmendment Closing Date, at the sum of the Adjusted Eurodollar Rate for theInterest Period applicable to such Loan plus 3.50% per annum and (B)from the Second Amendment Closing Date until maturity, at the sum of theAdjusted Eurodollar Rate for the Interest Period applicable for such Loan plus4.00% per annum;

 

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(c)           Subject to the provisions ofsubsection 2.2E, the Tranche D Term Loans shall bear interest through maturityas follows:

(1)   if a Base Rate Loan, then (A) from the ThirdAmended and Restated Credit Agreement Closing Date until the Second AmendmentClosing Date, at the sum of the Base Rate plus 2.75% per annum and (B)from the Second Amendment Closing Date until maturity, at the sum of the BaseRate plus 3.25% per annum; or

(2)   if a Eurodollar Rate Loan, then (A) from theThird Amended and Restated Credit Agreement Closing Date until the SecondAmendment Closing Date, at the sum of the Adjusted Eurodollar Rate for theInterest Period applicable to such Loan plus 4.00% per annum and (B)from the Second Amendment Closing Date until maturity, at the sum of theAdjusted Eurodollar Rate for the Interest Period applicable to such Loan plus4.50% per annum.

(ii)           Subject to the provisions ofsubsection 2.2E, the Swing Line Loans shall bear interest through maturity atthe sum of the Base Rate plus the Base Rate Margin for Revolving Loansminus the commitment fee percentage then in effect for Revolving Loans asdetermined pursuant to subsection 2.3A(i).

**I.**      Subsection 2.2B(v) of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

(v)           no Interest Periodwith respect to any portion of the Tranche A Term Loans shall extend beyondSeptember 30, 2004, no Interest Period with respect to any portion of theTranche B Term Loans shall extend beyond September 30, 2005, no InterestPeriod with respect to any portion of the Tranche D Term Loans shall extendbeyond December 17, 2006 and no Interest Period with respect to any portion ofthe Revolving Loans shall extend beyond the Revolving Loan CommitmentTermination Date;

**J.**     Subsection 2.2B(vii) of the Credit Agreement is hereby amendedby deleting it in its entirety and substituting the following therefor:

(vii)         there shall be outstanding at any timeno 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 InterestPeriods with respect to the Tranche D Term Loans and six Interest Periods withrespect to the Revolving Loans; and

**K.**    Subsection 2.2C of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

**C.           **Interest Payments. Subject to the provisions of subsection 2.2E, interest on each Loanshall be payable in arrears on and to each Interest Payment Date applicable tothat Loan, upon any prepayment of that Loan (to the extent accrued on theamount being prepaid) and at maturity (including final maturity); providedthat in the event any Swing Line Loans or Revolving Loans that are Base RateLoans are prepaid pursuant to subsection 2.4B(i), interest accrued on suchSwing Line Loans or Revolving Loans through the date of such prepayment shallbe payable on the next succeeding Interest Payment Date applicable to Base RateLoans (or, if earlier, at final maturity).

 

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**L.**    Subsection 2.2E of the Credit Agreement is hereby amended bydeleting references to ‘Working Capital Loans’ each time such phrase appearstherein and substituting the phrase ‘Revolving Loans’ in lieu thereof.

**M.**   Subsection 2.3A of the Credit Agreement is further amended bydeleting clause (i) and inserting the following in lieu thereof:

(i)            Revolving Commitments.  Company agrees to pay to AdministrativeAgent, for distribution to each Revolving Lender in proportion to that Lender’sPro Rata Share of the Revolving Loan Commitments, commitment fees for each dayduring the period from and including the Second Amendment Closing Date to andexcluding the Revolving Loan Commitment Termination Date (or, if earlier, thedate of termination of the Revolving Loan Commitments in their entirety) on theexcess on such day of the Revolving Loan Commitments over the sum of (i) theaggregate principal amount of outstanding Revolving 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 setforth below opposite the Consolidated Leverage Ratio as set forth in the most recentMargin Determination Certificate delivered pursuant to subsection 6.1(iv),depending on utilization of the Revolving Loan Commitments (i.e., if the TotalUtilization of Revolving Loan Commitments exceeds 50% of the Revolving LoanCommitments as of any date, the commitment fee percentage will be the lower ofthe two rates per annum set forth below opposite the relevant ConsolidatedLeverage Ratio):
|                                                        |   | **Revolving Loan  Commitment Fee Percentage** |   |
|-------------------------------------------------------------|--------|-----------------------------------------------|--------|
| **Consolidated Leverage Ratio**                             |   | **Utilization  Less Than or Equal to  50%**   |   | **Utilization  Greater Than 50%** |   |
| Greater than or equal to 5.00:1.00                          |   | 0.750                                         | %      | 0.500 | % |
| Greater than or equal to 4.00:1.00  but less than 5.00:1.00 |   | 0.625                                         | %      | 0.375 | % |
| Greater than or equal to 3.00:1.00  but less than 4.00:1.00 |   | 0.550                                         | %      | 0.300 | % |
| Less than 3.00:1.00                                         |   | 0.500                                         | %      | 0.250 | % |

such commitmentfees to be calculated on the basis of a 360-day year and the actual number ofdays elapsed and to be payable quarterly in arrears on each Quarterly Date ofeach year, commencing on the first such date to occur after the SecondAmendment Closing Date, and on the Revolving Loan Commitment TerminationDate.  Changes in the applicablecommitment fee rate for Revolving Loan Commitments resulting from a change inthe Consolidated Leverage Ratio shall become effective as provided insubsection 2.3C. In the event that Company fails to deliver a MarginDetermination Certificate timely in accordance with the provisions ofsubsection 6.1(iv), from the time such Margin Determination Certificate wasrequired to be delivered until such date as such a Margin DeterminationCertificate is actually delivered, the applicable commitment fee percentageshall be the maximum percentage amount set forth above per annum.

 

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**N.**    Subsection 2.3A of the Credit Agreement is further amended bydeleting clause (ii) and inserting the following in lieu thereof:

The commitment fees forAcquisition Loan Commitments and Working Capital Loan Commitments shall bepayable by Company for all periods prior to the Second Amendment Closing Dateas set forth in the Agreement as in effect immediately prior to the SecondAmendment Closing Date.

**O.**    Subsection 2.3C of the Credit Agreement is hereby amended bydeleting the first sentence thereof in its entirety and substituting thefollowing therefor:

**Subject to the last sentence of subsection2.2A(i)(a), the last sentence of subsection 2.3A(i) and the last sentence ofsubsection 2.3A(ii), the Consolidated Leverage Ratio used to compute theapplicable margin for Tranche A Term Loans and Revolving Loans for purposes ofsubsection 2.2A(i) and subsection 3.2 and the applicable commitment fee ratesfor the Revolving Loan Commitments for purposes of subsection 2.3A (suchapplicable margins and commitment fee rates being referred to in thissubsection 2.3C as the “**Applicable Margins”) for any day shall bethe Consolidated Leverage Ratio set forth in the Margin DeterminationCertificate most recently delivered by Company to Administrative Agent on orprior to such day pursuant to subsection 6.1(iv).

**P.**    Subsection 2.4B of the Credit Agreement is hereby amended bydeleting clauses (ii), (iii) and (iv) thereof in their entirety andsubstituting the following therefor:

 (ii)          VoluntaryReductions of Loan Commitments. Company may, upon not less than one Business Day’s prior written ortelephonic notice confirmed in writing to Administrative Agent (which originalwritten or telephonic notice Administrative Agent will promptly transmit bytelefacsimile or telephone to each Revolving Lender), at any time and from timeto time terminate in whole or permanently reduce in part, without premium orpenalty, the Revolving Loan Commitments in an amount up to the amount by whichthe Revolving Loan Commitments exceed the Total Utilization of Revolving LoanCommitments at the time of such proposed termination or reduction; providedthat 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 Agentshall designate the date (which shall be a Business Day) of such termination orreduction and the amount of any partial reduction, and such termination orreduction of the Revolving Loan Commitments, as the case may be, shall beeffective on the date specified in Company’s notice and shall reduce theRevolving Loan Commitments of each Revolving Loan Lender proportionately to itsPro Rata Share.

(iii)          Mandatory Prepayments and MandatoryReductions of Loan Commitments.  TheLoans shall be prepaid and/or the Revolving Loan Commitments shall bepermanently reduced in the amounts and under the circumstances set forth below,all such prepayments and/or reductions to be applied as set forth below or asmore specifically provided in subsection 2.4B(iv):

(a)           Prepayments and Reductions FromNet Asset Sale Proceeds.  No laterthan 30 calendar days following the date of receipt by Company or any of itsSubsidiaries of any Net Asset Sale Proceeds in respect of any Asset Saleconsummated after the consummation of the Merger (other than any

 

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Asset Sale permittedunder subsections 7.7(iv) and 7.7(x) or an Asset Sale to Company or aSubsidiary Guarantor), Company shall prepay the Loans and/or the Revolving LoanCommitments shall be permanently reduced in an aggregate amount equal to suchNet Asset Sale Proceeds; provided that if Company states in theOfficers’ Certificate delivered pursuant to subsection 2.4B(iii)(e) thatCompany or the applicable Subsidiary intends to apply, within 365 days afterthe receipt of such Net Asset Sale Proceeds, all or a portion (as specified insuch Officers’ Certificate) of such Net Asset Sale Proceeds to a PropertyReinvestment Application Company shall not be required to prepay the Loansand/or the Revolving Loan Commitments shall not be reduced by such amount to beapplied to a Property Reinvestment Application; provided further that to theextent such amount of Net Asset Sale Proceeds is not applied to a PropertyReinvestment Application within such 365-day period, Company shall, on the lastday of such 365-day period prepay the Loans and/or the Revolving LoanCommitments shall be permanently reduced by the aggregate amount equal to suchamount of Net Asset Sale Proceeds not so applied to Property ReinvestmentApplication.

(b)           Prepayments and Reductions fromNet Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt byAdministrative Agent or by Company or any of its Subsidiaries after the MergerDate of any Net Insurance/Condemnation Proceeds in excess of $250,000 withrespect to any loss or taking or series of related losses or takings, Companyshall prepay the Loans and/or the Revolving Loan Commitments shall bepermanently reduced in an aggregate amount equal to the amount of such NetInsurance/Condemnation Proceeds; provided, however, that (i) nosuch prepayment and/or reduction shall be required to the extent under theterms of any lease or other agreement existing on the date hereof such NetInsurance/Condemnation Proceeds are required to be used to replace, rebuild orrepair the asset so damaged, destroyed or taken and (ii) if Company states inthe Officers’ Certificate delivered pursuant to subsection 2.4B(iii)(e) thatCompany or the applicable Subsidiary intends to apply, within 365 days afterthe receipt of such Net Insurance/Condemnation Proceeds, all or a portion (asspecified in such Officers’ Certificate) of such Net Insurance/CondemnationProceeds to a Property Reinvestment Application, Company shall not be requiredto prepay Loans and/or the Revolving Loan Commitments shall not be reduced bysuch amount to be applied to a Property Reinvestment Application; providedfurther that to the extent such amount of Net Insurance/CondemnationProceeds is not applied to a Property Reinvestment Application within such365-day period, Company shall, on the last day of such 365-day period prepaythe Loans and/or the Revolving Loan Commitments shall be permanently reduced bythe aggregate amount equal to such amount of such Net Insurance/CondemnationProceeds not so applied to a Property Reinvestment Application.

(c)           Prepayments and Reductions Due toIssuance of Debt or Equity Securities. On the date of receipt by Parent, Company or any of its Subsidiaries ofthe cash proceeds (any such cash proceeds, net of underwriting discounts andcommissions and other reasonable costs and expenses associated therewith,including investment banking, legal,

 

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brokerage, accountingfees and expenses, being “**Net SecuritiesProceeds**”), from the issuance of equity Securities of Parent,Company or any of its Subsidiaries after the Merger Date (other than ExcludedEquity Proceeds) or of debt Securities of Company or any of its Subsidiariesafter the Merger Date (other than the proceeds of the issuance of Indebtednesspermitted by subsection 7.1 (including without limitation the proceeds from thesale of the Senior Subordinated Notes)), Company shall prepay the Loans and/orthe Revolving Loan Commitments shall be permanently reduced in an aggregateamount equal to such Net Securities Proceeds in the case of the proceeds ofdebt Securities and in an aggregate amount equal to 50% of such Net SecuritiesProceeds in the case of the proceeds of equity Securities; provided theamount of such prepayment hereunder in respect of Net Securities Proceedsconstituting the proceeds of the issuance and sale of equity Securities shallbe limited to the amount necessary to reduce the amount of Indebtednessincluded in the calculation of the Consolidated Leverage Ratio to the amountthat 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 FiscalQuarter then most recently ended and (ii) no such prepayment in respect of NetSecurities Proceeds constituting the proceeds of the issuance and sale ofequity Securities shall be required to be made at such times as theConsolidated Leverage Ratio at the end of the most recent Fiscal Quarter (asevidenced by a Margin Determination Certificate delivered to AdministrativeAgent pursuant to subsection 6.1(iv)) is equal to or less than 3.50:1.00.

(d)           Prepayments and Reductions fromConsolidated Excess Cash Flow.  Inthe 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 statementsfor such Fiscal Year, prepay the Loans and/or the Revolving Loan Commitmentsshall be permanently reduced in an aggregate amount equal to 75% of suchConsolidated Excess Cash Flow less the aggregate amount of all voluntaryprepayments of Term Loans actually made in such Fiscal Year pursuant tosubsection 2.4B(i); provided that (i) the amount of such prepaymenthereunder in respect of Excess Cash Flow shall be limited to the amountnecessary to reduce the amount of Indebtedness included in the calculation ofthe Consolidated Leverage Ratio to the amount that would result, on a pro formabasis after giving effect to such prepayment, in a Consolidated Leverage Ratioof 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 AdministrativeAgent pursuant to subsection 6.1(iv)) is equal to or less than 3.50:1.00, noprepayments of any Loans and no reduction of the Revolving Loan Commitments oramount of Consolidated Excess Cash Flow need be made.

(e)           Calculations of Net ProceedsAmounts; Additional Prepayments and Reductions Based on Subsequent Calculations.  Concurrently with any prepayment of theLoans and/or reduction of the Revolving Loan Commitments pursuant tosubsections 2.4B(iii)(a)-(d) and on the date any such prepayment and/orreduction would have been required to

 

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be made pursuant tosubsections 2.4B(iii)(a) or 2.4B(iii)(b) but for the application of theprovisos to such subsections, Company shall deliver to Administrative Agent anOfficer’s Certificate demonstrating the calculation of the amount (the **“NetProceeds Amount”**) of the applicable Net Asset Sale Proceeds or NetInsurance/Condemnation Proceeds, or Net Securities Proceeds (as such term isdefined in subsection 2.4B(iii)(c)), or the applicable Consolidated Excess CashFlow, 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) withrespect to the financial statements for the Fiscal Year to which such excesscash flow relates if such Officer’s Certificate contains the requiredinformation).  In the event that Companyshall subsequently determine that the actual Net Proceeds Amount was greaterthan the amount set forth in such Officer’s Certificate, Company shall promptlymake an additional prepayment of the Loans (and/or, if applicable, the RevolvingLoan Commitments shall be permanently reduced) in an amount equal to the amountof such excess, and Company shall concurrently therewith deliver toAdministrative Agent an Officer’s Certificate demonstrating the derivation ofthe additional Net Proceeds Amount resulting in such excess.

(f)            Company shall not be required tomake any prepayment of Loans otherwise required by subsections 2.4B(iii)(a),(b), (c) or (d) (and no reduction of the Revolving Loan Commitments shall takeeffect) unless and until the aggregate principal amount of the Loans to beprepaid and/or the Revolving Loan Commitments to be reduced is at least equalto $250,000.

(iv)          Application ofPrepayments.

(a)           Application of VoluntaryPrepayments by Type of Loans and Order of Maturity.  Any voluntary prepayments pursuant tosubsection 2.4B(i) shall be applied to the Loans as specified by Company in theapplicable notice of prepayment; provided that in the event Companyfails to specify the Loans to which any such prepayment shall be applied, suchprepayment shall be applied first to repay outstanding Swing Line Loansto the full extent thereof, second to repay outstanding Term Loans tothe full extent thereof and third to repay outstanding Revolving Loansto the full extent thereof.  Anyvoluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) (whetherthe application thereof is specified by Company or not) shall be applied toprepay the Tranche A Term Loans, the Tranche B Term Loans, and the Tranche DTerm Loans on a pro rata basis (in accordance with the respective outstandingprincipal amounts thereof) and to reduce the scheduled installments ofprincipal of the Tranche A Term Loans, the Tranche B Term Loans, and theTranche D Term Loans set forth in subsection 2.4A(i), 2.4A(ii) and 2.4A(iii) inforward order of maturity.

(b)           Application of MandatoryPrepayments by Type of Loans.  Anyamount (the “**Applied Amount**”)required to be applied as a mandatory prepayment of the Loans and/or areduction of the Revolving Loan Commitments pursuant to subsections2.4B(iii)(a)-(d) shall be applied first to prepay the Term Loans to thefull extent thereof, and second, to the extent of any remaining portionof the Applied Amount, to prepay the Swing Line

 

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Loans and thereafter toprepay Revolving Loans to the full extent thereof and permanently to reduce theRevolving Loan Commitments by the amount of such prepayment.

(c)           Application of MandatoryPrepayments of Term Loans to Tranche A Term Loans, Tranche B Term Loans andTranche D Term Loans and the Scheduled Installments of Principal Thereof.  Any mandatory prepayments of the Term Loanspursuant to subsection 2.4B(iii) shall be applied to prepay the Tranche A TermLoans, the Tranche B Term Loans and the Tranche D Term Loans on a pro ratabasis (in accordance with the respective outstanding principal amounts thereof)and to reduce the scheduled installments of principal of the Tranche A TermLoans, the Tranche B Term Loans and the Tranche D Term Loans set forth insubsections 2.4A(i), 2.4A(ii) and 2.4A(iii) in forward order of maturity.  Notwithstanding the foregoing, in the caseof any mandatory prepayment of the Tranche B Term Loans and the Tranche D TermLoans, Company may elect to offer the Tranche B Term Loan Lenders and/or theTranche D Term Loan Lenders the option to waive the right to receive the amountof such mandatory prepayment of the Tranche B Term Loans or the Tranche D TermLoans, as applicable.  If any Tranche BTerm Loan Lender or Lenders or any Tranche D Term Loan Lender or Lenders, asapplicable, elect to waive the right to receive the amount of such mandatoryprepayment, 50% of the amount that otherwise would have been applied tomandatorily prepay the Tranche B Term Loans or the Tranche D Term Loans, asapplicable, of such Lender or Lenders shall be applied instead to the furtherprepayment of the Tranche A Term Loans (and any such prepayment shall reducescheduled installments of principal of the Tranche A Term Loans set forth in subsection2.4A(i) in forward order of maturity), to the extent any are then outstandingand the remaining amount shall be retained by Company.

(d)           Application of Prepayments to BaseRate Loans and Eurodollar Rate Loans. Considering Tranche A Term Loans, Tranche B Term Loans, Tranche DTerm Loans and Revolving Loans being prepaid separately, any prepayment thereofshall be applied as specified by Company to Administrative Agent on or prior tothe date of the relevant prepayment or, absent such specification, first toBase Rate Loans to the full extent thereof before application to EurodollarRate Loans, in each case in a manner which minimizes the amount of any paymentsrequired to be made by Company pursuant to subsection 2.6D.

**Q.**    Subsection 2.5 of the Credit Agreement is hereby amended bydeleting subsections 2.5B and 2.5C in their entirety and substituting thefollowing in lieu of subsection 2.5B:

**B.           **Revolving Loans; Swing Line Loans.  The proceeds of the Revolving Loansand any Swing Line Loans may be applied by Company for working capital andgeneral and other corporate purposes, including the making of advances to DAHas described below.  The proceeds of theRevolving Loans may also be applied by Company to finance directly orindirectly the costs of Permitted Acquisitions.

 

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**1.3          Amendmentsto Section 3:  Letters of Credit**

**A.**    Subsection 3.1A of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

**A.           **Letters of Credit. In addition to Company requesting that Revolving Lenders make RevolvingLoans pursuant to subsection 2.1A(iii) and that Swing Line Lender make SwingLine Loans pursuant to subsection 2.1A(iv), Company may request, in accordancewith the provisions of this subsection 3.1, from time to time during the periodfrom the Closing Date to but excluding the Revolving Loan CommitmentTermination Date, that Issuing Lender issue Letters of Credit for the accountof Company or any of its Subsidiaries (provided that Company shall be deemed tobe the account party hereunder and shall be fully liable under this Section 3with respect to all Letters of Credit issued for the account of itsSubsidiaries) for the purposes specified in the definitions of Standby Lettersof Credit and Trade Letters of Credit. Subject to the terms and conditions of this Agreement and in relianceupon the representations and warranties of Company herein set forth, IssuingLender shall, subject to subsection 3.1B(ii), issue such Letters of Credit inaccordance with the provisions of this subsection 3.1; provided thatCompany shall not request that Issuing Lender issue (and Issuing Lender shallnot issue):

(i)            any Letter of Credit if, aftergiving effect to such issuance, the Total Utilization of Revolving LoanCommitments would exceed the Revolving Loan Commitments then in effect;

(ii)           any Letter of Credit if, after givingeffect to such issuance, the Letter of Credit Usage would exceed $5,000,000;

(iii)          any Standby Letter of Credit having anexpiration date later than the earlier of (a) the Revolving LoanCommitment Termination Date and (b) the date that is one year from thedate of issuance of such Standby Letter of Credit; provided that theimmediately preceding clause (b) shall not prevent Company from requesting andany Issuing Lender from agreeing that a Standby Letter of Credit willautomatically be extended for one or more successive periods not to exceed oneyear each unless such Issuing Lender elects not to extend for any suchadditional period (such Issuing Lender hereby agreeing that it shall only electnot to extend such Standby Letter of Credit if, but only if, it has knowledgethat an Event of Default has occurred and is continuing); or

(iv)          any Letter of Credit denominated in acurrency other than Dollars.

**B.**    Subsections 3.1B, 3.2, 3.3, 3.4 and 3.6 of the Credit Agreementare hereby amended by deleting the references to ‘Working Capital Lender’ eachtime such phrase appears therein and substituting the phrase ‘Revolving Lender’in lieu thereof, by deleting the references to ‘Working Capital Lender’s’ eachtime such phrase appears therein and substituting the phrase ‘RevolvingLender’s’ in lieu thereof, by deleting the references to ‘Working CapitalLenders’ each time such phrase appears therein and substituting the phrase‘Revolving Lenders’ in lieu thereof and by deleting the references to ‘WorkingCapital Loans’ each time such phrase appears therein and substituting thephrase ‘Revolving Loans’ in lieu thereof.

**1.4          Amendment to Section 4:  Condition to Loans and Letters of Credit**

 

Subsection4.3 of the Credit Agreement is hereby amended by deleting it in its entiretyand substituting the following therefor:

 

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**4.3  Conditions toRevolving Loans to Finance the Costs of Permitted Acquisitions.** The obligation of Revolving Lenders to make Revolving Loans on eachFunding Date for the purpose of financing directly or indirectly a PermittedAcquisition is subject to the following further condition precedent thatCompany delivers a Permitted Acquisition Compliance Certificate and isotherwise in compliance with subsection 7.7(vi).

**1.5          Amendmentsto Section 7:  Company’s NegativeCovenants**

**A.**    Subsection 7.3(xii) of the Credit Agreement is hereby amended bydeleting the reference therein to ‘Acquistion Loan Commitments’ andsubstituting ‘Revolving Loan Commitments’ in lieu thereof.

**B.**    Subsection 7.6B of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

**B.           **Maximum Leverage Ratio.  Company shall not permit the Consolidated Leverage Ratio asof the last day of any Fiscal Quarter, beginning with the Fiscal Quarter endingMarch 31, 2002, occurring during any period set forth below to exceed thecorrelative ratio indicated:
| **Period**                                                 |   | **Maximum  Consolidated  Leverage Ratio** |   |
|------------------------------------------------------------|--------|-------------------------------------------|--------|
| 4th  Fiscal Quarter, 2001                                  |   | 4.50 x                                    |   |
| 1st  Fiscal Quarter, 2002                                  |   | 5.10 x                                    |   |
| 2nd  Fiscal Quarter, 2002 through 3rd Fiscal Quarter, 2002 |   | 5.50 x                                    |   |
| 4th  Fiscal Quarter, 2002                                  |   | 5.40 x                                    |   |
| 1st  Fiscal Quarter, 2003                                  |   | 5.00 x                                    |   |
| 2nd  Fiscal Quarter, 2003                                  |   | 4.75 x                                    |   |
| 3rd  Fiscal Quarter, 2003                                  |   | 4.60 x                                    |   |
| 4th  Fiscal Quarter, 2003                                  |   | 4.40 x                                    |   |
| 1st  Fiscal Quarter, 2004 through 3rd Fiscal Quarter, 2004 |   | 3.50 x                                    |   |
| 4th  Fiscal Quarter, 2004 and thereafter                   |   | 3.00 x                                    |   |

**C.**    Subsection 7.6C of the Credit Agreement ishereby amended by deleting it in its entirety and substituting the followingtherefor:

**B.           **Minimum Consolidated EBITDA.  Company shall not permit Consolidated EBITDA for theconsecutive four-Fiscal-Quarter period ending on the last day of any FiscalQuarter, beginning with the Fiscal Quarter ending March 31, 2002, occurringduring any period set forth below to be less than the correlative amount (the “Minimum EBITDA Amount”) indicated:

 

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| **Quarter  Ended**                                         |   | **Minimum EBITDA Amount** |   |
|------------------------------------------------------------|--------|---------------------------|--------|
| 4th Fiscal Quarter, 2001                                   |   | $74,783,200               |   |
| 1st Fiscal Quarter, 2002                                   |   | 74,783,000                |   |
| 2nd Fiscal Quarter, 2002 through 4th  Fiscal Quarter, 2002 |   | 69,783,000                |   |
| 1st Fiscal Quarter, 2003                                   |   | 74,783,000                |   |
| 2nd Fiscal Quarter, 2003                                   |   | 76,283,000                |   |
| 3rd Fiscal Quarter, 2003                                   |   | 77,283,000                |   |
| 4th Fiscal Quarter, 2003                                   |   | 78,783,000                |   |
| 1st Fiscal Quarter, 2004 and thereafter                    |   | 82,783,200                |   |

; providedthat

(x)            theMinimum EBITDA Amount for the consecutive four-Fiscal-Quarter period ending atthe last day of any Fiscal Quarter during any period set forth above shall beincreased by an amount equal to 80% of the Acquired Business EBITDA of eachAcquired Business whose Acquired Business Date falls during the period from andincluding the day following the Third Amended and Restated Credit AgreementClosing Date to and including the last day of such Fiscal Quarter; and

(y)           tothe extent the amount of Consolidated EBITDA for the immediately preceding consecutivefour-Fiscal-Quarter period exceeds the amount of EBITDA required to bemaintained for such consecutive four-Fiscal-Quarter period pursuant to thissubsection, an amount equal to 50% of such excess amount may be carried forwardto (but only to) the then current Fiscal Quarter (any such amount to becertified to Administrative Agent in the Compliance Certificate delivered forthe last Fiscal Quarter of such consecutive four-Fiscal-Quarter period).

For purposes of thissubsection 7.6C, the following terms have the following meanings:

“**Acquired Business**” means any businessacquired (whether through the purchase of assets or shares of capital stock) byCompany or any of its Subsidiaries after the Second Amended and Restated CreditAgreement Closing Date.

“**Acquired Business Date**” means, with respectto any Acquired Business, the date of consummation of the acquisition thereofby Company or any of its Subsidiaries.

“**AcquiredBusiness EBITDA**” means, with respect to any Acquired Business, (x)the consolidated net income of such Acquired Business for the consecutivefour-Fiscal-Quarter period ended on or most recently prior to its AcquiredBusiness Date and with respect to which financial statements are available onthe Acquired Business Date plus (y) to the extent deducted indetermining 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) anynon-cash items minus (z) to the extent included in such consolidated netincome, extraordinary gains.

**D.**    Subsection 7.6D of the Credit Agreement is hereby amended bydeleting it in its entirety and substituting the following therefor:

 

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**D.           **Minimum Interest Coverage Ratio.  Company shall not permit theConsolidated Interest Coverage Ratio as of the last day of any Fiscal Quarter,beginning with the Fiscal Quarter ending March 31, 2002, occurring during anyperiod set forth below to be less than the correlative ratio indicated:
| **Period**                                                 |   | **Minimum  Interest Coverage  Ratio** |   |
|------------------------------------------------------------|--------|---------------------------------------|--------|
| 4th  Fiscal Quarter, 2001 through 1st Fiscal Quarter, 2002 |   | 2.25 x                                |   |
| 2nd  Fiscal Quarter, 2002 through 3rd Fiscal Quarter, 2002 |   | 2.10 x                                |   |
| 4th  Fiscal Quarter, 2002                                  |   | 2.15 x                                |   |
| 1st  Fiscal Quarter, 2003 through 4th Fiscal Quarter, 2003 |   | 2.30 x                                |   |
| 1st  Fiscal Quarter, 2004 through 3rd Fiscal Quarter, 2004 |   | 2.75 x                                |   |
| 4th  Fiscal Quarter, 2004 and thereafter                   |   | 3.00 x                                |   |

**E.**     Subsection 7.6E of the Credit Agreement ishereby amended by deleting it in its entirety and substituting the followingtherefor:

**E.            **Maximum Net Senior Debt Ratio.  Company shall not permit the NetSenior Debt Ratio as of the last day of any Fiscal Quarter, beginning with theFiscal Quarter ending March 31, 2002, occurring during any period set forthbelow to be less than the correlative ratio indicated:
| **Period**                                                 |   | **Maximum  Net Senior Debt  Ratio** |   |
|------------------------------------------------------------|--------|-------------------------------------|--------|
| 4th  Fiscal Quarter, 2001                                  |   | 3.50 x                              |   |
| 1st  Fiscal Quarter, 2002                                  |   | 3.80 x                              |   |
| 2nd  Fiscal Quarter, 2002 through 3rd Fiscal Quarter, 2002 |   | 4.10 x                              |   |
| 4th  Fiscal Quarter, 2002                                  |   | 4.00 x                              |   |
| 1st  Fiscal Quarter, 2003                                  |   | 3.60 x                              |   |
| 2nd  Fiscal Quarter, 2003                                  |   | 3.40 x                              |   |
| 3rd  Fiscal Quarter, 2003                                  |   | 3.30 x                              |   |
| 4th  Fiscal Quarter, 2003                                  |   | 3.10 x                              |   |
| 1st  Fiscal Quarter, 2004 and thereafter                   |   | 3.00 x                              |   |

 

**F.**     Subsection 7.8(i) of the Credit Agreement is hereby amendedby:  (i) deleting the phrase ‘plusan additional aggregate amount equal to $10,000,000 in the aggregate for allsuch Consolidated Capital Expenditures made after the Closing Date’; and (ii)deleting the reference to  ‘Article 7’and inserting ‘subsection 7.7’ in lieu thereof.

 

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**1.6          Amendmentto Section 8:  Events of Default**

Section8 of the Credit Agreement is hereby amended by deleting the references to‘Working Capital Lenders’ each time such phrase appears therein andsubstituting the phrase ‘Revolving Lenders’ in lieu thereof.

**1.7          Amendmentsto Section 10:  Miscellaneous**

**A.**    Subsection 10.1 of the Credit Agreement is hereby amended by deletingthe references to ‘Working Capital Lender’ each time such phrase appearstherein and substituting the phrase ‘Revolving Lender’ in lieu thereof, bydeleting the references to ‘Working Capital Loan Commitment’ each time suchphrase appears therein and substituting the phrase ‘Revolving Loan Commitment’in lieu thereof and by deleting the references to ‘Working Capital Loans’ eachtime such phrase appears therein and substituting the phrase ‘Revolving Loans’in lieu thereof.

**B.**    Subsection 10.1B(i) of the Credit Agreement hereby amended bydeleting references to ‘Exhibit VI’ and ‘or Exhibit VIII’ andadding ‘Exhibit XXXI, Exhibit XXXII or Exhibit XXXIII’after the phrase ‘Exhibit VII’  in the last sentence thereof.

**1.8          Additionand Modification of Exhibit and Schedule**

**A.**    Exhibit XXXIII. The Exhibits are hereby amended by adding the information contained in AnnexA to this Amendment as Exhibit XXXIII to the Credit Agreement.

**B.**    Schedule 2.1. Schedule 2.1 is hereby amended by deleting the tables evidencing WorkingCapital Loan Commitments and Acquisition Loan Commitments and by adding thetable for Revolving Loan Commitments attached as Annex B to thisAmendment.

**Section 2.              CONDITIONS TO EFFECTIVENESS**

The amendments referred to in Section 1 are subject tothe satisfaction on or prior to March 19, 2002 of all of the followingconditions precedent and the conditions set forth in Section 5E hereof (thedate of satisfaction of such conditions being referred to herein as the “**SecondAmendment****Effective Date**”):

**A.**    On or before the Second Amendment Effective Date, Company shalldeliver to Lenders (or to Administrative Agent for Lenders with sufficientoriginally executed copies, where appropriate, for each Lender and its counsel)the following, each, unless otherwise noted, dated the Second AmendmentEffective Date:

1      Resolutions of its Board of Directorsapproving and authorizing the execution, delivery, and performance of thisAmendment, certified as of the Second Amendment Effective Date by its corporatesecretary or an assistant secretary as being in full force and effect withoutmodification or amendment;

2      Signature and incumbency certificates ofits officers executing this Amendment; and

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

 

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**B.**    Lenders shall have received originally executed copies of one ormore favorable written opinions of Davis Polk & Wardwell, Spolin &Silverman and other counsel reasonably acceptable to the Agents, each counselfor Company, in form and substance reasonably satisfactory to AdministrativeAgent and its counsel, dated as of the Second Amendment Effective Date andsetting forth, collectively, substantially the matters in the opinions designatedin Annex C to this Amendment.

**C.**    Administrative Agent shall have received on behalf of each Lenderthat executes and delivers this Second Amendment an amendment fee equal to .15%of the aggregate of such Lender’s Tranche A Term Loan Exposure, Tranche B TermLoan Exposure, Tranche D Term Loan Exposure and Revolving Loan Exposure (aftergiving effect to this Second Amendment).

**D.**    All documents executed or submitted in connection with thetransactions contemplated hereby by or on behalf of Company or any of itsSubsidiaries shall be reasonably satisfactory in form and substance to Agentsand their counsel; Agents and their counsel shall have received allinformation, approvals, opinions, documents or instruments that Agents or theircounsel shall have reasonably requested.

**Section3.              COMPANY’S REPRESENTATIONSAND WARRANTIES**

In order to induce Lenders to enter into thisAmendment and to amend the Credit Agreement in the manner provided herein,Company represents and warrants to each Lender that the following statementsare true, correct and complete on and as of the Second Amendment EffectiveDate:

**A.**    Corporate Power and Authority.  Each of Company and each of its Subsidiaries has all requisitecorporate power and authority to enter into this Amendment and to carry out thetransactions contemplated by, and perform its obligations under, the CreditAgreement as amended by this Amendment (the “**Amended Agreement**”).

**B.**    Authorization of Agreements; Company Preferred Stock.  The execution and delivery of this Amendmentand the performance of the Amended Agreement have been duly authorized by allnecessary corporate action on the part of each of Company and each of itsSubsidiaries.

**C.**    No Conflict.  Theexecution, delivery and performance by each of Company and each of itsSubsidiaries of this Amendment, and the performance by Company of the AmendmentAgreement do not and will not (i) violate any provision of (x) any law orany governmental rule or regulation applicable to Company or any of itsSubsidiaries where such violations in the aggregate have had or couldreasonably be expected to have a Material Adverse Effect, (y) the Certificateor the Articles of Incorporation or Bylaws of Parent, Company or any ofCompany’s Subsidiaries or (z) any order, judgment or decree of any court orother agency of government binding on Company or any of Company’s Subsidiarieswhere such violations in the aggregate have had or could reasonably be expectedto have a Material Adverse Effect, (ii) conflict with, result in a breachof or constitute a default under any Contractual Obligation of Parent, Companyor any of its Subsidiaries where such conflict, breach or default in theaggregate have had or could reasonably be expected to have a Material AdverseEffect, (iii) result in or require the creation or imposition of any Lienupon any of the properties or assets of Company or any of Company’sSubsidiaries (other than Liens created under any of the Loan Documents in favorof Administrative Agent on behalf of Lenders), or (iv) require anyapproval of or consent of any Person under any Contractual Obligation ofParent, Company or

 

21

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anyof Company’s Subsidiaries, except for such approvals or consents the failure ofwhich to obtain has not had and could not reasonably be expected to have aMaterial Adverse Effect.

**D.**    Governmental Consents. The execution, delivery and performance by each of Company and each ofits Subsidiaries of this Amendment and the performance by Company of the AmendedAgreement do not and will not require any registration with, consent orapproval of, or notice to, or other action to, with or by, any federal, stateor other governmental authority or regulatory body other than any suchregistrations, consents, approvals, notices or other actions (x) that havebeen made, obtained or taken on or prior to the date on which suchregistrations, consents, approvals, notices or other actions are required to bemade, obtained or taken, as the case may be, and are in full force and effector (y) the failure of which to make, obtain or take has not had and couldnot reasonably be expected to have a Material Adverse Effect.

**E.**     Binding Obligation. Each of this Amendment and the Amended Agreement has been duly executedand delivered by each Loan Party that is a party thereto and is the legallyvalid and binding obligation of such Loan Party, enforceable against such LoanParty in accordance with its respective terms, subject to bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium and other similarlaws relating to or affecting creditors’ rights generally, general equitableprinciples (whether considered in a proceeding in equity or at law) and animplied covenant of good faith and fair dealing.

**F.**     Incorporation of Representations and Warranties From CreditAgreement.  The representations andwarranties contained in Section 5 of the Credit Agreement are and will betrue, correct and complete in all material respects on and as of the SecondAmendment Effective Date to the same extent as though made on and as of thatdate, except to the extent such representations and warranties specificallyrelate to an earlier date, in which case they were true, correct and completein all material respects on and as of such earlier date.

**G.**    Absence of Default. No event has occurred and is continuing or will result from theconsummation of the transactions contemplated by this Amendment that wouldconstitute an Event of Default or a Potential Event of Default.

**Section 4.              ACKNOWLEDGEMENT AND CONSENT**

Each of Parent and the Subsidiary Guarantors (each a “**Guarantor**”) is a party to a Guaranty andeach such Guarantor has guarantied the Obligations.

Each Guarantor hereby acknowledges that it hasreviewed the terms and provisions of the Credit Agreement and this Amendmentand consents to the amendment of the Credit Agreement effected pursuant to thisAmendment.  Each Guarantor herebyconfirms that the Guaranty to which it is a party or otherwise bound willcontinue to guaranty to the fullest extent possible the payment and performanceof all “Guarantied Obligations” as such term is defined in the applicableGuaranty, including without limitation the payment and performance of all such“Guarantied Obligations” in respect of the Obligations of Company now orhereafter existing under or in respect of the Amended Agreement.

Each Guarantor (a) acknowledges and agrees that theGuaranty to which it is a party or otherwise bound shall continue in full forceand effect and that all of its obligations thereunder shall be valid andenforceable and shall not be impaired or limited by the execution oreffectiveness of this Amendment;  (b)represents and warrants that all representations and warranties contained inthe Amended Agreement and in the Guaranty to which it is a party or otherwisebound are true, correct

 

22

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and complete in all material respects on and as of theSecond Amendment Effective Date to the same extent as though made on and as ofthat date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correctand complete in all material respects on and as of such earlier date; and (c)acknowledges and agrees that (i) notwithstanding the conditions toeffectiveness set forth in this Amendment, such Guarantor is not required bythe terms of the Credit Agreement or any other Loan Document to consent to theamendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothingin the Credit Agreement, this Amendment or any other Loan Document shall bedeemed to require the consent of such Guarantor to any future amendments to theCredit Agreement.

**Section 5.              MISCELLANEOUS**

**A.**    Effect of Amendment. Reference to and effect on the Credit Agreement and the other LoanDocuments.

(i)            On and after the Second AmendmentEffective Date, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “hereof”, “herein” or words of like import referring to the CreditAgreement, and each reference in the other Loan Documents to the “CreditAgreement”, “thereunder”, “thereof” or words of like import referring to theCredit Agreement shall mean and be a reference to the Amended Agreement.

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

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

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

**B.**    Fees and Expenses. Company acknowledges that all costs, fees and expenses as described insubsection 10.2 of the Credit Agreement incurred by Agents and their counselwith respect to this Amendment and the documents and transactions contemplatedhereby shall be for the account of Company.

**C.**    Headings.  Sectionand subsection headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for anyother purpose or be given any substantive effect.

**D.**    Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDERSHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATIONSECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

 

23

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**E.**     Counterparts; Effectiveness.  This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterpartstogether shall constitute but one and the same instrument; signature pages maybe detached from multiple separate counterparts and attached to a singlecounterpart so that all signature pages are physically attached to the samedocument.  This Amendment (other thanthe provisions of Section 1 hereof, the effectiveness of which is governedby Section 2 hereof) shall become effective upon the execution of a counterparthereof by Company, Requisite Lenders, Syndication Agent and the Guarantors andreceipt by Company and Agents of written or telephonic notification of suchexecution and authorization of delivery thereof.

 

24

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**IN WITNESSWHEREOF,** theparties hereto have caused this Amendment Agreement to be duly executed anddelivered by their respective officers thereunto duly authorized as of the datefirst written above.

| **DECRANE  AIRCRAFT HOLDINGS, INC.**, a Delaware corporation                                                             |
|--------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                     |
| By:                                                                                                                      |   |
|                                                                                                                     | Name: | Richard J. Kaplan |
|                                                                                                                     | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                     |
|                                                                                                                     |
| **AEROSPACE  DISPLAY SYSTEMS, INC.**, a Delaware corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor |
|                                                                                                                     |
| By:                                                                                                                      |   |
|                                                                                                                     | Name: | Richard J. Kaplan |
|                                                                                                                     | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                     |
|                                                                                                                     |
| **AUDIO  INTERNATIONAL, INC.**, an Arkansas corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor      |
|                                                                                                                     |
| By:                                                                                                                      |   |
|                                                                                                                     | Name: | Richard J. Kaplan |
|                                                                                                                     | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                     |
|                                                                                                                     |
| **AVTECH  CORPORATION**, a  Washington corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor           |
|                                                                                                                     |
| By:                                                                                                                      |   |
|                                                                                                                     | Name: | Richard J. Kaplan |
|                                                                                                                     | Title: | Senior Vice President and Chief Financial Officer |

 

S-1

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| **BOOTH  ACQUISITION, LLC**,  a Delaware limited liability corporation (for purposes of Section 4 only) as  a Subsidiary Guarantor |
|------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                               |
| By:                                                                                                                                |   |
|                                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                                               | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                               |
|                                                                                                                               |
| **CORY  COMPONENTS, INC.**,  a California corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor                  |
|                                                                                                                               |
| By:                                                                                                                                |   |
|                                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                                               | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                               |
|                                                                                                                               |
| **DETTMERS  INDUSTRIES, INC.**,  a Delaware corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor                |
|                                                                                                                               |
| By:                                                                                                                                |   |
|                                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                                               | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                               |
|                                                                                                                               |
| **ELSINORE  AEROSPACE SERVICES, INC.**, a California corporation (for purposes of Section  4 only) as a Subsidiary Guarantor       |
|                                                                                                                               |
| By:                                                                                                                                |   |
|                                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                                               | Title: | Senior Vice President and Chief Financial Officer |

 

S-2

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| **ELSINORE ENGINEERING, INC.**, a California corporation (for  purposes of Section 4 only) as a Subsidiary Guarantor                |
|-------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **HOLLINGSEAD  INTERNATIONAL, INC.**, a California corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor          |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **TRI-STAR  ELECTRONICS INTERNATIONAL, INC.**, a California corporation (for purposes of Section  4 only) as a Subsidiary Guarantor |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **PATS,  INC.**, a  Maryland corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor                                |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |

 

S-3

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| **PATS AIRCRAFT AND ENGINEERING  CORPORATION**, a  Maryland corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor |
|-------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **FLIGHT  REFUELING, INC.**,  a Maryland corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor                    |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **PATRICK  AIRCRAFT TANK SYSTEMS, INC.**, a Maryland corporation (for purposes of Section 4  only) as a Subsidiary Guarantor        |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                                |
|                                                                                                                                |
| **PATS  SUPPORT, INC.**,  a Maryland corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor                        |
|                                                                                                                                |
| By:                                                                                                                                 |   |
|                                                                                                                                | Name: | Richard J. Kaplan |
|                                                                                                                                | Title: | Senior Vice President and Chief Financial Officer |

 

S-4

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| **PPI  HOLDINGS, INC.**,  a Kansas corporation(for purposes of Section 4 only) as a Subsidiary  Guarantor                      |
|--------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           |
| By:                                                                                                                            |   |
|                                                                                                                           | Name: | Richard J. Kaplan |
|                                                                                                                           | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                           |
|                                                                                                                           |
| **PRECISION PATTERN, INC.**, a Kansas corporation (for purposes of  Section 4 only) as a Subsidiary Guarantor                  |
|                                                                                                                           |
| By:                                                                                                                            |   |
|                                                                                                                           | Name: | Richard J. Kaplan |
|                                                                                                                           | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                           |
|                                                                                                                           |
| **CUSTOM WOODWORK & PLASTICS,  INC.**, a  Delaware corporation (for purposes of Section 4 only) as a Subsidiary  Guarantor |
|                                                                                                                           |
| By:                                                                                                                            |   |
|                                                                                                                           | Name: | Richard J. Kaplan |
|                                                                                                                           | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                                           |
|                                                                                                                           |
| **INTERNATIONAL CUSTOM INTERIORS,  INC.**, a Florida  corporation (for purposes of Section 4 only) as a Subsidiary Guarantor   |
|                                                                                                                           |
| By:                                                                                                                            |   |
|                                                                                                                           | Name: | Richard J. Kaplan |
|                                                                                                                           | Title: | Senior Vice President and Chief Financial Officer |

 

S-5

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| **PCI  ACQUISITION CO., INC.**, a Delaware corporation (for purposes of Section 4 only) as a  Subsidiary Guarantor |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                               |
| By:                                                                                                                |   |
|                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                               | Title: | Senior Vice President and Chief Financial Officer |
|                                                                                                               |
|                                                                                                               |
| **DECRANE  HOLDINGS CO.**, a  Delaware corporation (for purposes of Section 4 only) as a guarantor                 |
|                                                                                                               |
| By:                                                                                                                |   |
|                                                                                                               | Name: | Richard J. Kaplan |
|                                                                                                               | Title: | Assistant Secretary |

 

S-6

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| **CREDIT  SUISSE FIRST BOSTON**(successor to DLJ Capital Funding, Inc.), as a Lender and as Syndication Agent |
|---------------------------------------------------------------------------------------------------------------|
|                                                                                                          |
| By:                                                                                                           |   |
|                                                                                                          | Name: | Paul J. Corona |
|                                                                                                          | Title: | Director |
|                                                                                                          |
| By:                                                                                                           |   |
|                                                                                                          | Name: |   |
|                                                                                                          | Title: |   |

 

S-7

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| **BANK  ONE, NA**, as a  Lender and as Administrative Agent |
|-------------------------------------------------------------|
|                                                        |
| By:                                                         |   |
|                                                        | Name: |
|                                                        | Title: |

 

S-8

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| **                                                  **, as a  Lender |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                           |
| By:                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                           | Name: |
|                                                                                                                                                                                                                                                                                                                           | Title: |

 

S-9

----

 

**ANNEX A**

**EXHIBITXXXIII**

**FORM OFREVOLVING NOTE**

**DECRANEAIRCRAFT HOLDINGS, INC.**

**PROMISSORYNOTE DUE SEPTEMBER 30, 2004**

$(1)                                                                                                                                                                                                  

                                                                                                                                                                                                         

FOR VALUERECEIVED, **DECRANEAIRCRAFT HOLDINGS, INC.**, a Delaware corporation (**“Company”**),promises to pay to(2) (“**Payee**”) or its registered assigns, on September 30, 2004, thelesser of (x)(3)($[1]) and (y) the unpaid principal amount of all advances made by Payeeto Company as Revolving Loans under the Credit Agreement referred to below.

 

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(1)           Insert amount of Lender’s RevolvingLoan Commitment in numbers.

(2)           Insert Lender’s name in capitalletters.

(3)           Insertamount of Lender’s Revolving Loan Commitment in words.

Company also promises to pay interest on the unpaidprincipal amount hereof, from the date hereof until paid in full, at the ratesand at the times which shall be determined in accordance with the provisions ofthat certain Third Amended and Restated Credit Agreement dated as of May 11,2000, as amended by a First Amendment to Third Amended and Restated CreditAgreement (the “**First Amendment**”)dated as of June 30, 2000, an Increased Commitments Agreement to Third Amendedand Restated Credit Agreement (“**IncreasedCommitments Agreement**”), dated as of April 27, 2001 and a SecondAmendment to Third Amended and Restated Credit Agreement (the “**Second Amendment**”), dated as of March     , 2002, by and among Company, the lenderslisted on the signature pages thereof, Syndication Agent and AdministrativeAgent (said Credit Agreement, as it may be amended, supplemented or otherwisemodified from time to time, being the “**Credit Agreement**”, the terms definedtherein and not otherwise defined herein being used herein as therein defined).

This Note is one of Company’s “Revolving Notes” (asdefined in the Credit Agreement) and is issued pursuant to and entitled to thebenefits of the Credit Agreement, to which reference is hereby made for a morecomplete statement of the terms and conditions under which the Revolving Loansevidenced hereby were made and are to be repaid.

All payments of principal and interest in respect ofthis Note shall be made in lawful money of the United States of America in sameday funds at the Funding and Payment Office or at such other place as shall bedesignated in writing for such purpose in accordance with the terms of theCredit Agreement.  Unless and until anAssignment Agreement effecting the assignment or transfer of this Note shallhave been accepted by Administrative Agent as provided in subsection 10.1B(ii)of the Credit Agreement, Company and Administrative Agent shall be entitled todeem and treat Payee as the owner and holder of this Note and the Loansevidenced hereby.  Payee hereby agrees,by its acceptance hereof, that before disposing of this Note or any part hereofit will make a notation hereon of all principal payments previously madehereunder and of the date to which interest hereon has been paid; provided,however, that the failure to make a notation of any payment made on thisNote shall

 

A-1

----

 

not limit or otherwise affect the obligations ofCompany hereunder with respect to payments of principal of or interest on thisNote.

Whenever any payment on this Note shall be stated tobe due on a day which is not a Business Day, such payment shall be made on thenext succeeding Business Day and such extension of time shall be included inthe computation of the payment of interest on this Note.

This Note is subject to prepayment at the option ofCompany as provided in subsection 2.4B(i) of the Credit Agreement.

**THISNOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BEGOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THEINTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES.**

Upon the occurrence of an Event of Default, the unpaidbalance of the principal amount of this Note, together with all accrued andunpaid interest thereon, may become, or may be declared to be, due and payablein the manner, upon the conditions and with the effect provided in the CreditAgreement.

The terms of this Note are subject to amendment onlyin the manner provided in the Credit Agreement.

This Note is subject to restrictions on transfer orassignment as provided in subsections 10.1 and 10.16 of the Credit Agreement.

No reference herein to the Credit Agreement and noprovision of this Note or the Credit Agreement shall alter or impair theobligations of Company to pay the principal of and interest on this Note at theplace, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses,including reasonable attorneys’ fees, all as provided in and subject tosubsection 10.2 of the Credit Agreement, incurred in the collection andenforcement of this Note.  Company andany endorsers of this Note hereby consent to renewals and extensions of time ator after the maturity hereof, without notice, and hereby waive diligence,presentment, protest, demand and notice of every kind and, to the full extentpermitted by law, the right to plead any statute of limitations as a defense toany demand hereunder.

 

A-2

----

 

IN WITNESS WHEREOF, Company has caused this Note to beduly executed and delivered by its officer thereunto duly authorized as of the dateand at the place first written above.

| **DECRANE AIRCRAFT HOLDINGS, INC.** |
|-------------------------------------|
|                                |
| By:                                 |   |
| Name:                               |
| Title:                              |

 

A-3

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TRANSACTIONS

ON

REVOLVING NOTE

 

 
| **Date** |   | **Type of  Loan Made  This Date** |   | **Amount of  Loan Made This Date** |   | **Amount of  Principal Paid This Date** |   | **Outstanding  Principal Balance This Date** |   | **Notation  Made By** |   |
|----------|--------|----------------------------------------|--------|------------------------------------|--------|-----------------------------------------|--------|----------------------------------------------|--------|-----------------------|--------|
|     |   |                                   |   |                               |   |                                    |   |                                         |   |                  |   |

 

A-4

----

 

**ANNEX B**

**SCHEDULE2.1 — REVOLVING LOAN COMMITMENTS**

 

B.  WORKINGCAPITAL LOANS AND ACQUISITION LOANS*

 
| **Lender**                    |   | **Revolving Loan Commitment** |          | **Pro Rata****Share** |   |
|-------------------------------|--------|-------------------------------|---------------|-----------------------|--------|
| PB Capital Corp  NY           |   | $                             | 5,000,000     |                  | 10.00  | % |
| US Bank National  Association |   | 10,882,352.93                 |          | 21.76                 |   |
| Union Bank of  California     |   | 8,823,529.42                  |          | 17.65                 |   |
| City National  Bank           |   | 5,000,000.00                  |          | 10.00                 |   |
| Bank One NA                   |   | 8,823,529.41                  |          | 17.65                 |   |
| Highland Legacy  Ltd          |   | 2,941,176.48                  |          | 5.88                  |   |
| Banque Paribas                |   | 8,529,411.76                  |          | 17.06                 |   |
|                          |   |                          |          |                  |   |
| Total                         |   | $                             | 50,000,000.00 |                  | 100.00 | % |

 

----

*Measures total commitments (not necessarily actualoutstanding amounts) as of the Second Amendment Closing Date (March    , 2002).

 

B-1

----

 

**ANNEX C**

**MATTERSTO BE COVERED IN OPINION OF COUNSEL TO COMPANY**

 

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

2.             Theexecution, delivery and performance of the Amendment by Company have been dulyauthorized by all necessary corporate action on the part of Company, theAmendment has been duly executed and delivered by Company, and the Amendmentand the Amended Credit Agreement constitute the legally valid and bindingobligations of Company, enforceable against Company in accordance with theirrespective terms except as may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws relating to or affecting creditors’rights generally (including, without limitation, fraudulent conveyance laws)and by general principles of equity including, without limitation, concepts ofmateriality, reasonableness, good faith and fair dealing and the possibleunavailability of specific performance or injunctive relief, regardless ofwhether considered in a proceeding in equity or at law.

3.             Company’sexecution and delivery of the Amendment and the consummation of thetransactions contemplated by the Amendment do not and will not (i) violatethe Certificate of Incorporation or By-laws of Parent or of Company,(ii) violate, breach or result in a default under any existing obligationof Parent or of Company under any other agreement, (iii) breach orotherwise violate any existing obligation of Company under any order, judgmentor decree of any New York, California or federal court or GovernmentalAuthority binding on Company or (iv) violate any New York, California orfederal statute or regulation.

5.             Nogovernmental consents, approvals, authorizations, registrations, declarationsor filings are required by Company in connection with the execution anddelivery by Company of the Amendment and the performance by Company of theAmended Credit Agreement.

 

C-1

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