LOAN AGREEMENT

EXHIBIT 10.1

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

DECEMBER 22, 2008

TABLE OF CONTENTS

LOAN AGREEMENT

     THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of December, 2008, by and among LABARGE, INC., a Delaware corporation (the “Company”), LABARGE ELECTRONICS, INC., a Missouri corporation (“LaBarge Electronics”), LABARGE ACQUISITION COMPANY, INC., a Missouri corporation (“LaBarge Acquisition”) (the Company, LaBarge Electronics and LaBarge Acquisition are sometimes hereinafter individually referred to as a “Borrower” and collectively referred to as the “Borrowers”), the Lenders from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as the Agent.

WITNESSETH:

     WHEREAS, the Borrowers (other than LaBarge Acquisition), the Lenders and the Agent are parties to that certain Loan Agreement dated as of February 17, 2004, as amended by that certain First Amendment to Loan Agreement dated as of April 16, 2004, that certain Second Amendment to Loan Agreement dated as of August 18, 2005, that certain Third Amendment to Loan Agreement dated as of February 10, 2006, that certain Fourth Amendment to Loan Agreement dated as of December 1, 2006, and that certain Fifth Amendment to Loan Agreement dated as of October 3, 2008 (as so amended, the “Existing Loan Agreement”);

     WHEREAS, the Borrowers, the Lenders and the Agent desire to amend and restate the Existing Loan Agreement in the manner hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Agent hereby amend and restate the Existing Loan Agreement so that so amended and restated it reads in its entirety as follows:

     WHEREAS, (a) the Company has requested that the Lenders increase the maximum amount of, extend the maturity date of and amend certain of the terms of their existing revolving credit facility to the Company, (b) LaBarge Electronics has requested that the Lenders increase the principal amount of, extend the maturity date of and amend certain of the terms of their existing $9,500,000.00 term loan to LaBarge Electronics and (c) LaBarge Acquisition has applied to the Lenders for a term loan in the aggregate principal amount of $35,000,000.00; and

     WHEREAS, the Lenders are willing to amend said revolving credit facility to the Company, to amend said term loan to LaBarge Electronics and to make said term loan to LaBarge Acquisition upon, and subject to, the terms, provisions and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, LaBarge Electronics, LaBarge Acquisition, the Lenders and the Agent hereby mutually covenant and agree as follows:

SECTION 1.  DEFINITIONS .

     1.01 Definitions . In addition to the terms defined elsewhere in this Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires):

      Account Debtor shall mean any Person who is and/or may become obligated to the Company, LaBarge Electronics, LaBarge Acquisition and/or LaBarge/STC under or on account of any of the Accounts.

      Accounts shall mean all trade accounts receivable of each of the Company, LaBarge Electronics, LaBarge Acquisition and LaBarge/STC arising out of the bona fide sale of goods and/or performance of services in the ordinary course of such Person’s business which have been invoiced by such Person.

      Acquisition shall mean any transaction or series of related transactions, consummated on or after the date of this Agreement, by which the Company or any Subsidiary directly or indirectly (a) acquires all or substantially all of the assets comprising one or more business units of any other Person, whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least (i) a majority (in number of votes) of the stock and/or other securities of a corporation having ordinary voting power for the election of directors (other than stock and/or other securities having such power only by reason of the happening of a contingency), (ii) a majority (by percentage of voting power) of the outstanding partnership interests of a partnership, (iii) a majority (by percentage of voting power) of the outstanding membership interests of a limited liability company or (iv) a majority of the ownership interests in any organization or entity other than a corporation, partnership or limited liability company.

      Adjusted Base Rate shall mean the Base Rate plus the Applicable Base Rate Margin. The Adjusted Base Rate shall be adjusted automatically on and as of the effective date of any change in the Base Rate and/or the Applicable Base Rate Margin.

      Affiliate shall mean any Person (a) which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Company or any Subsidiary, (b) which directly or indirectly through one or more intermediaries beneficially owns or holds or has the power to direct the voting power of Five Percent (5%) or more of any class of capital stock, membership interests or other equity interests of the Company or any Subsidiary, (c) which has Five Percent (5%) or more of any class of its capital stock, membership interests or other equity interests beneficially owned or held, directly or indirectly, by the Company or any Subsidiary or (d) who is a director, officer or manager of the Company or any Subsidiary. For purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

      Agent shall mean U.S. Bank National Association in its capacity as agent for the Lenders under this Agreement and certain of the other Transaction Documents and its successors in such capacity.

      Applicable Commitment Fee Rate , Applicable LIBOR Margin and Applicable Base Rate Margin shall mean the per annum rate shown in the applicable column below based on the applicable Consolidated Debt to Consolidated EBITDA Ratio:

The determination of the Applicable Commitment Fee Rate, the Applicable LIBOR Margin and the Applicable Base Rate Margin as of any date shall be based on the Consolidated Debt to Consolidated EBITDA Ratio as of the end of the most recently ended fiscal quarter of the Company for which financial statements of the Company and its Subsidiaries have been delivered to the Agent and the Lenders pursuant to Section 5.01(a), and shall be effective for purposes of determining the Applicable Commitment Fee Rate, the Applicable LIBOR Margin and the Applicable Base Rate Margin from and after the first day of the first month immediately following the date on which delivery of such financial statements is required until the first day of the first month immediately following the next such date on which delivery of such financial statements of the Company and its Subsidiaries is so required. Notwithstanding the foregoing, (a) if the applicable financial statements for any fiscal quarter of the Company are not delivered to the Agent and the Lenders when due in accordance with Section 5.01(a), then (i) Applicable Commitment Fee Rate shall mean 0.500% per annum, (ii) Applicable LIBOR Margin shall mean 2.75% per annum and (iii) Applicable Base Rate Margin shall mean 1.25% per annum during the period commencing on the date such financial statements were due and ending on the first (1st) day of the first month immediately following the date on which such financial statements are delivered to the Agent and the Lenders and (b) during the period commencing on the date of this Agreement and ending August 31, 2009, (i) Applicable Commitment Fee Rate shall mean 0.375% per annum, (ii) Applicable LIBOR Margin shall mean 2.25% per annum and (iii) Applicable Base Rate Margin shall mean 0.75% per annum.

      Assignee shall have the meaning ascribed thereto in Section 8.12(c).

      Assignment and Assumption Agreement shall have the meaning ascribed thereto in Section 8.12(c).

      Attorneys’ Fees shall mean (a) the reasonable fees and costs, charges and expenses related thereto (determined on the basis of such counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Agent for certain matters) of the attorneys (and all paralegals, accountants and other staff employed by such attorneys) employed by the Agent from time to time in connection with (i) the negotiation, preparation, execution, administration and/or enforcement of this Agreement and/or any of the other Transaction Documents, (ii) the preparation, negotiation or execution of any amendment, modification, extension, renewal and/or restatement of this Agreement or any of the other Transaction Documents and/or (iii) the preparation, negotiation or execution of any waiver or consent with respect to this Agreement or any of the other Transaction Documents and (b) the reasonable fees and costs, charges and expenses related thereto (determined on the basis of such counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Agent or the applicable Lender, as the case may be, for certain matters) of the attorneys (and all paralegals, accountants and other staff employed by such attorneys) employed by the Agent and/or any Lender (i) in connection with the enforcement of this Agreement and/or any of the other Transaction Documents, (ii) in connection with any Default or Event of Default under this Agreement, (iii) to represent the Agent and/or any Lender in any litigation, contest, dispute, suit or proceeding, or to commence, defend or intervene in any litigation, contest, dispute, suit or proceeding, or to file any petition, complaint, answer, motion or other pleading or to take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by the Agent, any Lender, any Borrower or any other Person and whether in bankruptcy or otherwise) in any way or respect relating to this Agreement or any of the other Transaction Documents, any Borrower, any other Obligor or any Collateral (but excluding any such fees, costs, charges and/or expenses incurred with respect to a dispute between the Agent and any Lender or with respect to disputes between one or more of the Lenders), (iv) to protect, collect, lease, sell, take possession of or liquidate any Collateral, (v) to attempt to enforce any security interest in or other Lien upon any Collateral or to give any advice with respect to

such enforcement and/or (vi) to enforce any of the rights and/or remedies of the Agent and/or any Lender to collect any of the Borrower’s Obligations owed by any one or more of the Borrowers and/or any Guarantee of any of the Borrower’s Obligations owed by any one or more of the Borrowers.

      Authorized Person shall have the meaning ascribed thereto in Section 2.06(f).

      Base Rate shall mean, as of any Business Day, a rate of interest per annum equal to the highest of (b) the Prime Rate as of such Business Day, (b) the sum of the Fed Funds Rate as of such Business Day plus One-Half of One Percent (1/2%) per annum or (c) the sum of the Daily LIBOR Rate as of such Business Day plus Two Percent (2%) per annum. The Base Rate shall be reset daily on each Business Day.

      Base Rate Loan shall mean any Loan or any portion of any Loan bearing interest based on the Adjusted Base Rate.

      Borrower’s Obligations shall mean, with respect to each Borrower, any and all present and future indebtedness (principal, interest, fees, collection costs and expenses, and other amounts), liabilities and obligations (including, without limitation, guaranty obligations, letter of credit reimbursement obligations, indemnity obligations, obligations under a Swap Contract between such Borrower and a Lender and obligations under a Treasury Management Agreement between such Borrower and a Lender) of such Borrower to the Agent and/or any Lender evidenced by or arising under or in respect of this Agreement, any Note and/or any other Transaction Document, in each case whether now existing or hereafter arising, absolute or contingent, joint and/or several, secured or unsecured, direct or indirect, expressed or implied in law, contractual or tortious, liquidated or unliquidated, at law or in equity, or otherwise, and whether created directly or acquired by the Agent and/or any Lender by assignment or otherwise, and any and all costs of collection and/or Attorneys’ Fees from time to time incurred in connection with any of the foregoing.

      Borrowing Base shall mean, as of the date of any determination thereof, the sum of (a) Eighty-Five Percent (85%) of the face amount of the Eligible Accounts of each of the Company, LaBarge Electronics, LaBarge Acquisition and LaBarge/STC as of such date (less maximum discounts, credits and allowances which may be taken by or granted to Account Debtors in connection therewith and/or adjustments for reserves and allowances deemed appropriate by the Agent in its good faith discretion) plus (b) Thirty-Five Percent (35%) of the Eligible Inventory of each of the Company, LaBarge Electronics, LaBarge Acquisition and LaBarge/STC as of such date, valued at the lower of cost or market in accordance with GAAP; provided, however, that in no event may the portion of the Borrowing Base comprised of Eligible Inventory exceed Fifty Percent (50%) of the total Borrowing Base before giving effect to this proviso (for example, if (before giving effect to this proviso) the portion of the Borrowing Base comprised of Eligible Accounts was $10,000,000.00 and the portion of the Borrowing Base comprised of Eligible Inventory was $15,000,000.00, the total Borrowing Base (after giving effect to this proviso) would be $22,500,000.00 ($10,000,000.00 + $12,500,000.00)). Notwithstanding any provision contained in this definition of “Borrowing Base” to the contrary, the Lenders may at any time and from time to time, in their sole and absolute discretion, loan to the Company more than the above stated percentage of Eligible Accounts and/or more than the above stated percentage of the value of Eligible Inventory, without notice to the Company; provided, however, that no such over-advance shall establish a custom or course of dealing or entitle the Company to any subsequent over-advance under the same or different circumstances.

      Borrowing Base Certificate shall have the meaning ascribed thereto in Section 2.01(b).

      Business Day shall mean any day except a Saturday, Sunday or legal holiday observed by the Agent and/or any Lender.

      Capital Expenditure shall mean any expenditure to purchase or otherwise acquire a fixed asset (other than a Capitalized Lease Obligation) which, in accordance with GAAP, is required to be capitalized on the balance sheet of the Person making the same.

      Capitalized Lease shall mean any lease of Property, whether real and/or personal, by a Person as lessee which in accordance with GAAP is required to be capitalized on the balance sheet of such Person.

      Capitalized Lease Obligations of any Person shall mean, as of the date of any determination thereof, the amount at which the aggregate rental obligations due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a balance sheet of such Person in accordance with GAAP.

      CERCLA shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq ., and as the same may from time to time be further amended.

      Change of Control Event shall mean the beneficial ownership or acquisition by any Person or group of Persons who are Affiliates (in any transaction or series of related transactions) of (a) more than Fifty Percent (50%) of the Voting Stock of the Company, (b) the power to elect, appoint or cause the election or appointment of at least a majority of the members of the Board of Directors of the Company or (c) all or substantially all of the assets and Properties of the Company.

      Citibank Supplier Agreement shall mean that certain Supplier Agreement dated June 9, 2005, and executed by the Company and Citibank, N.A., under which Citibank, N.A. agreed to purchase certain Accounts of the Company of which Sikorsky Aircraft Corporation and/or any of its subsidiaries is the Account Debtor.

      Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed to also refer to any successor sections.

      Collateral shall mean any Property of the Company, LaBarge Electronics, LaBarge Acquisition and/or any other Obligor which now or at any time hereafter secures the payment or performance of any of the Borrower’s Obligations owed by any one or more of the Borrowers and/or any Guarantee thereof.

      Company Patent, Trademark and License Security Agreement shall mean that certain Patent, Trademark and License Security Agreement dated as of February 17, 2004, and executed by the Company in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      Company Security Agreement shall mean that certain Security Agreement dated as of February 17, 2004, and executed by the Company in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      Company Stock Pledge Agreement shall mean that certain Stock Pledge Agreement dated as of the date of this Agreement and executed by the Company in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      Consolidated Debt shall mean, as of the date of any determination thereof, all Debt of the Company and its Subsidiaries as of such date, determined on a consolidated basis and in accordance with GAAP.

      Consolidated Debt to Consolidated EBITDA Ratio shall mean, as of the last day of any fiscal quarter of the Company, the ratio of (a) Consolidated Debt as of such day to (b) Consolidated EBITDA for the four (4) consecutive fiscal quarter period of the Company ending on such day.

      Consolidated EBITDA shall mean, for the period in question, the sum of (a) Consolidated Net Income during such period plus (b) to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense during such period, plus (ii) all provisions for any Federal, state, local and/or foreign income taxes made by the Company and its Subsidiaries during such period (whether paid, accrued or deferred), plus (iii) all depreciation and amortization expenses of the Company and its Subsidiaries during such period, plus (iv) any extraordinary losses during such period (including, without limitation, and whether or not such losses constitutes extraordinary losses, losses in an aggregate amount not to exceed $7,600,000.00 incurred during the fiscal year of the Company ending June 28, 2009, with respect to the write-down of certain Accounts owed to the Company by, and certain inventory manufactured or acquired by the Company specifically for, Eclipse Aviation Corporation), plus (v) any losses from the sale or other disposition of Property other than in the ordinary course of business during such period plus (vi) any non-cash charge required to be made by the Company during such period for impairment of goodwill under U.S. Financial Accounting Standard Number 142 entitled “Goodwill and Other Intangible Assets” minus (c) to the extent added in determining such Consolidated Net Income, the sum of (i) any extraordinary gains during such period plus (ii) any gains from the sale or other disposition of Property other than in the ordinary course of business during such period, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Fixed Charge Coverage Ratio shall mean, for the period in question, the ratio of (a) Consolidated Operating Cash Flow during such period to (b) Consolidated Fixed Charges during such period, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Fixed Charges shall mean, for the period in question, the sum of (a) the aggregate amount of all principal payments required to be made by Borrower and its Subsidiaries on all Debt during such period (including the principal portion of payments in respect of Capitalized Leases but excluding principal payments on the Revolving Credit Loans and the Swing Line Loans and mandatory prepayments on the LaBarge Electronics Term Loan and/or the LaBarge Acquisition Term Loan under Section 2.14 of this Agreement), plus (b) Consolidated Interest Expense during such period plus (c) Consolidated Operating Lease Expense during such period plus (d) the aggregate amount of “Earnout Amount” (as defined therein) payments made by LaBarge Acquisition under Section 7 of the Pensar Acquisition Agreement during such period, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Interest Expense shall mean, for the period in question, without duplication, all gross interest expense of the Company and its Subsidiaries (including, without limitation, all commissions, discounts and/or related amortization and other fees and charges owed by the Company and its Subsidiaries with respect to letters of credit, the net costs associated with interest swap obligations of the Company and its Subsidiaries, capitalized interest expense, the interest portion of Capitalized Lease Obligations and the interest portion of any deferred payment obligation) during such period, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Net Income shall mean the after-tax net income (or loss) of the Company and its Subsidiaries for the period in question, determined on a consolidated basis and in accordance with GAAP.

      Consolidated Net Worth shall mean, as of the date of any determination thereof, the amount of the capital stock accounts (net of treasury stock, at cost) of the Company and its Subsidiaries as of such date

plus (or minus in the case of a deficit) the surplus and retained earnings of the Company and its Subsidiaries as of such date, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Operating Cash Flow shall mean, for the period in question, the sum of (a) Consolidated EBITDA during such period, plus (b) Consolidated Operating Lease Expense during such period, minus (c) all Federal, state, local and/or foreign income taxes paid by the Company and its Subsidiaries during such period, minus (d) all Capital Expenditures (other than (i) any Capital Expenditures made by the Company as part of the Pensar Acquisition and (ii) any Capital Expenditures in the aggregate amount of up to $3,000,000.00 made by the Company in connection with its purchase of the land and building located in Tulsa, Oklahoma which is currently leased by the Company) made by the Company and/or any Subsidiary during such period (net of any Debt incurred by the Company and/or any Subsidiary (other than the Revolving Credit Loans and the Swing Line Loans) to finance such Capital Expenditures) minus (e) all Distributions paid by the Company on or with respect to its capital stock during such period (including, without limitation, all payments by the Company for or with respect to the redemption and/or repurchase of any capital stock of the Company), all determined on a consolidated basis and in accordance with GAAP.

      Consolidated Operating Lease Expense shall mean, for the period in question, the aggregate amount of all Operating Lease Expenses of the Company and its Subsidiaries during such period, all determined on a consolidated basis and in accordance with GAAP.

      Daily LIBOR Rate shall mean, as of any Business Day, the quotient of (a) a rate per annum equal to the British Bankers’ Association interest settlement rates for U.S. Dollar deposits for an interest period of one (1) month as of 11:00 a.m. (London time) on such Business Day (or, if such Business Day is not a Eurodollar Business Day, as of 11:00 a.m. (London time) on the immediately preceding Eurodollar Business Day) as published on Reuters Screen LIBOR01 Page, or if Reuters Screen LIBOR01 Page is not available, as published by Bloomberg Financial Services, Dow Jones Market Services, Telerate or any similar service selected by the Agent divided by (b) one minus the applicable LIBOR Reserve Percentage. The Daily LIBOR Rate shall be reset daily on each Business Day.

      Debt of any Person shall mean, as of the date of determination thereof, the sum of (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the purchase or other acquisition of Property (other than unsecured trade accounts payable incurred in the ordinary course of business) plus (b) all Capitalized Lease Obligations of such Person plus (c) the aggregate undrawn face amount of all letters of credit and/or surety bonds issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto plus (d) all Guarantees by such Person of Debt of others.

      Default shall mean any event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

      Defaulting Lender shall mean any Lender that (a) has failed to fund any portion of any of the Loans, participations in any Swing Line Loans and/or participations in any Letters of Credit required to be funded by it under this Agreement within one (1) Business Day of the date required to be funded by it under this Agreement, (b) has otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it under this Agreement within one (1) Business Day of the date when due, unless the subject of a good faith dispute or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      Distribution in respect of any corporation, limited liability company, partnership or other entity shall mean (a) dividends or other distributions (other than stock dividends and stock splits) on or in respect of any of the capital stock, membership interests, partnership interests or other equity interests of such

corporation, limited liability company, partnership or other entity and (b) the redemption, repurchase or other acquisition of any capital stock, membership interests, partnership interests or other equity interests of such corporation, limited liability company, partnership or other entity or of any warrants, rights or other options to purchase any such capital stock, membership interests, partnership interests or other equity interests.

      Eligible Accounts shall mean all Accounts of each of the Company, LaBarge Electronics, LaBarge Acquisition and LaBarge/STC other than: (a) Accounts which remain unpaid for more than ninety (90) days after their invoice dates and Accounts which are not due and payable within ninety (90) days after their invoice dates; (b) Accounts owing by a single Account Debtor, including a currently scheduled Account, if Twenty-Five Percent (25%) or more of the balance owing by said Account Debtor upon said Accounts is ineligible pursuant to clause (a) above; (c) Accounts with respect to which the Account Debtor is a shareholder, member or partner of the Company, LaBarge Electronics, LaBarge Acquisition and/or LaBarge/STC or an Affiliate; (d) Accounts with respect to which payment by the Account Debtor is or may be conditional and Accounts commonly known as bill and hold Accounts or Accounts of a similar or like arrangement; (e) Accounts with respect to which the Account Debtor is not a resident or citizen of or otherwise located in the continental United States of America, unless such Accounts are backed in full by an irrevocable letter of credit in form and substance satisfactory to the Agent issued by a domestic commercial bank acceptable to the Agent; (f) Accounts with respect to which the Account Debtor is the United States of America, any state of the United States or any other governmental body or any department, agency or instrumentality of any of the foregoing, unless such Accounts are duly assigned to the Agent in accordance with all applicable governmental and regulatory rules and regulations (including, without limitation, the Federal Assignment of Claims Act of 1940, as amended, if applicable) so that the Agent is recognized by the Account Debtor to have all of the rights of an assignee of such Accounts; (g) Accounts with respect to which the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be, is or may become liable to the Account Debtor for goods sold or services rendered by such Account Debtor to the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be, but only to the extent of the then aggregate liability of the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be, to such Account Debtor (i.e. the excess of the aggregate face amount of Accounts of such Account Debtor over the aggregate liability of the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be, to such Account Debtor shall constitute an Eligible Account unless otherwise excepted under this definition of Eligible Accounts); (h) Accounts with respect to which the goods giving rise thereto have not been shipped and delivered to and accepted as satisfactory by the Account Debtor thereof or with respect to which the services performed giving rise thereto have not been completed and accepted as satisfactory by the Account Debtor thereof; (i) Accounts which are not invoiced (and dated as of such date) and sent to the Account Debtor thereof concurrently with or not later than five (5) days after the shipment and delivery to said Account Debtor of the goods giving rise thereto or the performance of the services giving rise thereto; (j) Accounts with respect to which possession and/or control of the goods sold giving rise thereto is held, maintained or retained by the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be (or by any agent or custodian of the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be) for the account of or subject to further and/or future direction from the Account Debtor thereof; (k) Accounts arising from a consignment sale, a “sale on approval” or a “sale or return”; (l) Accounts as to which the Agent, at any time or times hereafter, determines, in good faith, that the prospects of payment or performance by the Account Debtor is or will be impaired in any material respect; (m) Accounts of an Account Debtor to the extent, but only to the extent, that the same exceed a credit limit determined by the Agent in its good faith discretion, at any time or times hereafter; (n) Accounts which are subject to any dispute, offset, counterclaim, discount (except for prompt payment discounts that do not exceed Two Percent (2%) of the invoice amount) or other claim or defense on the part of the Account Debtor or to any claim on the part of the Account Debtor contesting or denying liability under such Account; (o) Accounts with respect to which the Account Debtor is located in the State of New Jersey, the State of Minnesota or the State of West Virginia; provided,

however, that such restriction shall not apply if the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, as the case may be, (i) has filed and has effective (A) in respect of Account Debtors located in the State of New Jersey, a Notice of Business Activities Report with the State of New Jersey Division of Taxation for the then current year, (B) in respect of Account Debtors located in the State of Minnesota, a Minnesota Business Activity Report with the Minnesota Department of Revenue for the then current year or (C) in respect of Account Debtors located in the State of West Virginia, a West Virginia Business Activity Report with the West Virginia Department of Tax and Revenue for the then current year, as applicable, or (ii) is otherwise exempt from such reporting requirements under the laws of such State(s); and (p) Accounts which are not subject to a first priority perfected security interest and lien in favor of the Agent for the benefit of the Agent and the Lenders.

      Eligible Inventory shall mean all Inventory of each of the Company, LaBarge Electronics, LaBarge Acquisition and LaBarge/STC which consists of raw materials, work-in-process or finished goods (specifically excluding any Inventory of the Company, LaBarge Electronics, LaBarge Acquisition and/or LaBarge/STC which consists of packaging materials and/or shipping materials) other than: (a) any Inventory which is obsolete; (b) any Inventory which the Agent has in good faith determined, in accordance with its customary business practices, is unacceptable due to age, type, category, quality and/or quantity; (c) any Inventory of the Company which is not located at a location owned by the Company (including, without limitation, any Inventory in the possession of a warehouseman or processor for the Company) unless the Company has obtained and delivered to the Agent such landlord waivers, warehousemen waivers, bailee letters, access and non-offset agreements and/or other agreements, documents or notices as may be required by the Agent with respect to such Inventory; (d) any Inventory of LaBarge Electronics which is not located at a location owned by LaBarge Electronics (including, without limitation, any Inventory in the possession of a warehouseman or processor for LaBarge Electronics) unless LaBarge Electronics has obtained and delivered to the Agent such landlord waivers, warehousemen waivers, bailee letters, access and non-offset agreements and/or other agreements, documents or notices as may be required by the Agent with respect to such Inventory; (e) any Inventory of LaBarge Acquisition which is not located at a location owned by LaBarge Acquisition (including, without limitation, any Inventory in the possession of a warehouseman or processor for LaBarge Acquisition) unless LaBarge Acquisition has obtained and delivered to the Agent such landlord waivers, warehousemen waivers, bailee letters, access and non-offset agreements and/or other agreements, documents or notices as may be required by the Agent with respect to such Inventory; (f) any Inventory of LaBarge/STC which is not located at a location owned by LaBarge/STC (including, without limitation, any Inventory in the possession of a warehouseman or processor for LaBarge/STC unless LaBarge/STC has obtained and delivered to the Agent such landlord waivers, warehousemen waivers, bailee letters, access and non-offset agreements and/or other agreements, documents or notices as may be required by the Agent with respect to such Inventory; (g) any Inventory which is held by the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC on a consignment, “sale on approval” or “sale or return” basis; (h) any Inventory which is held by a third party on a consignment, “sale on approval” or “sale or return” basis; (i) any Inventory which is not located in the continental United States of America; (j) any Inventory of the Company which is not located at the chief executive office of the Company, one of the locations listed on Exhibit A to the Company Security Agreement or another location with respect to which the Company has complied with all of the requirements of Section 2(h) of the Company Security Agreement; (k) any Inventory of LaBarge Electronics which is not located at the chief executive office of LaBarge Electronics, one of the locations listed on Exhibit A to the LaBarge Electronics Security Agreement or another location with respect to which LaBarge Electronics has complied with all of the requirements of Section 2(h) of the LaBarge Electronics Security Agreement; (l) any Inventory of LaBarge Acquisition which is not located at the chief executive office of LaBarge Acquisition, one of the locations listed on Exhibit A to the LaBarge Acquisition Security Agreement or another location with respect to which LaBarge Acquisition has complied with all of the requirements of Section 2(h) of the LaBarge Acquisition Security Agreement; (m) any Inventory of LaBarge/STC which is not located at the chief executive office of LaBarge/STC, one of the locations listed on Exhibit A to the LaBarge/STC Security

Agreement or another location with respect to which LaBarge/STC has complied with all of the requirements of Section 2(h) of the LaBarge/STC Security Agreement; and (n) any Inventory which is not subject to a first priority perfected security interest and lien in favor of the Agent for the benefit of the Agent and the Lenders.

      Environmental Claim shall mean any administrative, regulatory or judicial action, judgment, order, consent decree, suit, demand, demand letter, claim, Lien, notice of noncompliance or violation, investigation or other proceeding arising (a) pursuant to any Environmental Law or governmental or regulatory approval issued under any such Environmental Law, (b) from the presence, use, generation, storage, treatment, Release, threatened Release, disposal, remediation or other existence of any Hazardous Substance, (c) from any removal, remedial, corrective or other response action pursuant to an Environmental Law or the order of any governmental or regulatory authority or agency, (d) from any third party seeking damages, contribution, indemnification, cost recovery, compensation, injunctive or other relief in connection with a Hazardous Substance or arising from alleged injury or threat of injury to health, safety, natural resources or the environment or (e) from any Lien against any Property owned, leased or operated by the Company or any Subsidiary in favor of any governmental or regulatory authority or agency in connection with a Release, threatened Release or disposal of a Hazardous Substance.

      Environmental Law shall mean any Federal, state, local, foreign or other statute, law, rule, regulation, order, consent decree, judgment, permit, license, code, covenant, deed restriction, common law, treaty, convention, ordinance or other requirement relating to public health, safety or the environment, including, without limitation, those relating to Releases, discharges or emissions to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use and handling of polychlorinated biphenyls or asbestos, to the disposal, treatment, storage or management of hazardous or solid waste, Hazardous Substances or crude oil, or any fraction thereof, to exposure to toxic or hazardous materials, to the handling, transportation, discharge or release of gaseous or liquid Hazardous Substances and any rule, regulation, order, notice or demand issued pursuant to such law, statute or ordinance, in each case applicable to any of the Property owned, leased or operated by the Company or any Subsidiary or the operation, construction or modification of any such Property, including, without limitation, the following: CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Hazardous Materials Transportation Act, as amended, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976, the Safe Drinking Water Control Act, the Clean Air Act of 1966, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, the National Environmental Policy Act of 1975, the Oil Pollution Act of 1990 and any similar or implementing state or local law, and any state or local statute and any further amendments to these laws providing for financial responsibility for cleanup or other actions with respect to the Release or threatened Release of Hazardous Substances or crude oil, or any fraction thereof and all rules, regulations, guidance documents and publication promulgated thereunder.

      ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections.

      ERISA Affiliate shall mean any corporation, limited liability company, trade or business that is, along with the Company or any Subsidiary, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

      Eurodollar Business Day shall mean any Business Day on which commercial bank(s) are open for international business (including dealings in dollar deposits) in London.

      Event of Default shall have the meaning ascribed thereto in Section 6.

      Existing Letters of Credit shall have the meaning ascribed thereto in Section 2.05(g).

      Fed Funds Rate shall mean an annual rate equal to U.S. Bank’s quoted rate as of the opening of business by U.S. Bank on each Business Day for purchasing overnight federal funds in the national market, which Fed Funds Rate shall fluctuate as and when said quoted rate shall change.

      GAAP shall mean, at any time, generally accepted accounting principles at such time in the United States.

      Guarantee by any Person shall mean any obligation (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), contingent or otherwise, of such Person guaranteeing, or in effect guaranteeing, any Indebtedness, liability, dividend or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any Property constituting security therefor, (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, (ii) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, (iii) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purposes of all computations made under this Agreement, a Guarantee in respect of any Indebtedness for borrowed money shall be deemed to be Indebtedness equal to the then outstanding principal amount of such Indebtedness for borrowed money which has been guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited, and a Guarantee in respect of any other obligation or liability or any dividend shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited. Guarantee when used as a verb shall have a correlative meaning.

      Hazardous Substance shall mean any hazardous or toxic material, substance or waste, pollutant or contaminant which is regulated under any Environmental Law or any other statute, law, ordinance, rule or regulation of any Federal, state, local, foreign or other body, instrumentality, agency, authority or official having jurisdiction over any of the Property owned, leased or operated by the Company or any Subsidiary or its use, including, without limitation, any material, substance or waste which is: (a) defined as a hazardous substance under Section 311 of the Federal Water Pollution Control Act (33 U.S.C. §§1317), as amended; (b) regulated as a hazardous waste under Section 1004 or Section 3001 of the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq .), as amended; (c) defined as a hazardous substance under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et seq .), as amended; or (d) defined or regulated as a hazardous substance or hazardous waste under any rules or regulations promulgated under any of the foregoing statutes.

      Indebtedness shall mean, with respect to any Person, without duplication, all indebtedness, liabilities and obligations of such Person which in accordance with GAAP are required to be classified upon a balance sheet of such Person as liabilities of such Person, and in any event shall include all (a) obligations of such Person for borrowed money or which have been incurred in connection with the

purchase or other acquisition of Property, (b) obligations secured by any Lien on, or payable out of the proceeds of or production from, any Property owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations, (c) indebtedness, liabilities and obligations of third parties, including joint ventures and partnerships of which such Person is a venturer or general partner, recourse to which may be had against such Person, (d) obligations created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person, notwithstanding the fact that the rights and remedies of the seller, lender or lessor under such agreement in the event of default are limited to repossession or sale of such Property, (e) Capitalized Lease Obligations of such Person, (f) the aggregate undrawn face amount of all letters of credit and/or surety bonds issued for the account of and/or upon the application of such Person together with all unreimbursed drawings with respect thereto, (g) the Swap Termination Value under any Swap Contract to which such Person is a party to the extent such Swap Termination Value is owed or would be owed by such Person and (h) indebtedness, liabilities and obligations of such Person under Guarantees.

      Interest Period shall mean:

          (i) initially, the period commencing on the date of such Revolving Credit LIBOR Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by the Company and each Lender), as the Company may elect in the applicable Notice of Revolving Credit Borrowing; and

          (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Revolving Credit LIBOR Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by the Company and each Lender), as the Company may elect pursuant to Section 2.08(a);

          provided that:

          (iii) subject to clauses (iv) and (v) below, any Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Eurodollar Business Day;

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

          (v) no Interest Period shall extend beyond the last day of the Revolving Credit Period; and

          (i) initially, the period commencing on the date selected by LaBarge Electronics in the applicable LaBarge Electronics Interest Rate Selection Notice and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by LaBarge Electronics and each Lender), as LaBarge Electronics may elect in the applicable LaBarge Electronics Interest Rate Selection Notice; and

          (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Term LIBOR Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by LaBarge Electronics and each Lender), as LaBarge Electronics may elect in the applicable LaBarge Electronics Interest Rate Selection Notice;

provided that:

          (iii) no Interest Period for a Term LIBOR Loan which is a portion of the LaBarge Electronics Term Loan shall extend beyond a date on which LaBarge Electronics is required to make a scheduled payment of principal on the LaBarge Electronics Term Loan unless the sum of (A) the aggregate principal amount of outstanding Term Base Rate Loans which are portions of the LaBarge Electronics Term Loan plus (B) the aggregate principal amount of outstanding Term LIBOR Loans which are portions of the LaBarge Electronics Term Loan with Interest Periods expiring on or before the date such scheduled principal payment is due equals or exceeds the aggregate principal amount to be paid on the LaBarge Electronics Term Loan on such principal payment date;

          (iv) subject to clauses (v) and (vi) below, any Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Eurodollar Business Day;

          (v) subject to clause (vi) below, any Interest Period which begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

          (vi) no Interest Period shall extend beyond the maturity date of the LaBarge Electronics Term Loan; and

          (i) initially, the period commencing on the date selected by LaBarge Acquisition in the applicable LaBarge Acquisition Interest Rate Selection Notice and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by LaBarge Acquisition and each Lender), as LaBarge Acquisition may elect in the applicable LaBarge Acquisition Interest Rate Selection Notice; and

          (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Term LIBOR Loan and ending 1, 2, 3 or 6 months thereafter (or such other period agreed upon in writing by LaBarge Acquisition and each Lender), as LaBarge Acquisition may elect in the applicable LaBarge Acquisition Interest Rate Selection Notice;

          provided that:

          (iii) no Interest Period for a Term LIBOR Loan which is a portion of the LaBarge Acquisition Term Loan shall extend beyond a date on which LaBarge Acquisition

is required to make a scheduled payment of principal on the LaBarge Acquisition Term Loan unless the sum of (A) the aggregate principal amount of outstanding Term Base Rate Loans which are portions of the LaBarge Acquisition Term Loan plus (B) the aggregate principal amount of outstanding Term LIBOR Loans which are portions of the LaBarge Acquisition Term Loan with Interest Periods expiring on or before the date such scheduled principal payment is due equals or exceeds the aggregate principal amount to be paid on the LaBarge Acquisition Term Loan on such principal payment date;

          (iv) subject to clauses (v) and (vi) below, any Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Eurodollar Business Day;

          (v) subject to clause (vi) below, any Interest Period which begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

          (vi) no Interest Period shall extend beyond the maturity date of the LaBarge Acquisition Term Loan.

      Inventory shall mean all goods owned by the Company, LaBarge Electronics, LaBarge Acquisition or LaBarge/STC, Inc. and held for sale or lease in the ordinary course of such Person’s business.

      Investment shall mean any investment (including, without limitation, any loan or advance) by the Company or any Subsidiary in or to any Person, whether payment therefor is made in cash or capital stock, membership interests or other equity interests of the Company or any Subsidiary, and whether such investment is by acquisition of capital stock, membership interests or other equity interests or Indebtedness, or by loan, advance, transfer of Property, capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise.

      LaBarge Acquisition Collateral Assignment of Asset Purchase Agreement shall mean that certain Collateral Assignment of Asset Purchase Agreement dated as of the date of this Agreement and executed by LaBarge Acquisition in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Acquisition Interest Rate Selection Notice shall have the meaning ascribed thereto in Section 2.08(c).

      LaBarge Acquisition Patent, Trademark and License Security Agreement shall mean that certain Patent, Trademark and License Security Agreement dated as of the date of this Agreement and executed by LaBarge Acquisition in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Acquisition Security Agreement shall mean that certain Security Agreement dated as of the date of this Agreement and executed by LaBarge Acquisition in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Acquisition Term Loan shall have the meaning ascribed thereto in Section 2.04.

      LaBarge Acquisition Term Loan Guaranty shall mean that certain Guaranty dated as of the date of this Agreement and executed by the Company, LaBarge Electronics and LaBarge/STC in favor of the Agent and the Lenders with respect to the Borrower’s Obligations owed by LaBarge Acquisition, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Acquisition Term Loan Notes shall have the meaning ascribed thereto in Section 2.07(d).

      LaBarge Electronics Interest Rate Selection Notice shall have the meaning ascribed thereto in Section 2.08(b).

      LaBarge Electronics Patent, Trademark and License Security Agreement shall mean that certain Patent, Trademark and License Security Agreement dated as of February 17, 2004, and executed by LaBarge Electronics in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Electronics Security Agreement shall mean that certain Security Agreement dated as of February 17, 2004, and executed by LaBarge Electronics in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Electronics Term Loan shall have the meaning ascribed thereto in Section 2.03.

      LaBarge Electronics Term Loan Guaranty shall mean that certain Guaranty dated as of the date of this Agreement and executed by the Company, LaBarge Acquisition and LaBarge/STC in favor of the Agent and the Lenders with respect to the Borrower’s Obligations owed by LaBarge Electronics, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge Electronics Term Loan Notes shall have the meaning ascribed thereto in Section 2.07(c).

      LaBarge/STC shall mean LaBarge/STC, Inc., a Texas corporation.

      LaBarge/STC Patent, Trademark and License Security Agreement shall mean that certain Patent, Trademark and License Security Agreement dated as of February 17, 2004, and executed by LaBarge/STC in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      LaBarge/STC Security Agreement shall mean that certain Security Agreement dated as of February 17, 2004, and executed by LaBarge/STC in favor of the Agent, as the same may from time to time be amended, modified, extended, renewed or restated.

      Lender(s) shall mean U.S. Bank (including U.S. Bank in its capacities as the maker of the Swing Line Loans and the issuer of the Letters of Credit) and Wells Fargo Bank, National Association and their respective successors and permitted assigns; provided, however, that for purposes of this Agreement and each other Transaction Document “Lender” shall also include each affiliate of a Lender which has entered into a Swap Contract or a Treasury Management Agreement with the Company and/or any of its Subsidiaries and its successors and assigns and each such affiliate and its successors and assigns shall be deemed to be a Lender party to this Agreement.

      Letter of Credit and Letters of Credit shall have the respective meanings ascribed thereto in Section 2.05(a).

      Letter of Credit Application shall mean an application and agreement for irrevocable standby letter of credit in such form as may then be U.S. Bank’s standard form of application and agreement for

irrevocable standby letter of credit or an application and agreement for irrevocable commercial letter of credit in such form as may then be U.S. Bank’s standard form of application and agreement for irrevocable commercial letter of credit, as the case may be, in either case executed by the Company, as applicant and account party, and delivered to U.S. Bank pursuant to Section 2.05, as the same may from time to time be amended, modified, extended, renewed or restated.

      Letter of Credit Commitment Fee shall have the meaning ascribed thereto in Section 2.05(d).

      Letter of Credit Issuance Fee shall have the meaning ascribed thereto in Section 2.05(d).

      Letter of Credit Request shall have the meaning ascribed thereto in Section 2.05(a).

      Letter of Credit Reimbursement Agreement shall mean that certain Continuing Reimbursement Agreement for Letters of Credit dated as of February 17, 2004, and executed by the Company in favor of U.S. Bank, as the same may from time to time be amended, modified, extended, renewed or restated.

      LIBOR Base Rate shall mean, with respect to the applicable Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available or (b) if the LIBOR Index Rate is not available, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum of interest at which deposits in U.S. Dollars are offered to U.S. Bank in the London interbank market by two (2) Eurodollar dealers of recognized standing, selected by U.S. Bank in its sole discretion, at or about 11:00 a.m. (London time) on the date two (2) Eurodollar Business Days before the first day of such Interest Period, for delivery on the first day of the applicable Interest Period for a number of days comparable to the number of days in such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Loan to which such Interest Period is to apply.

      LIBOR Index Rate shall mean, with respect to the applicable Interest Period, a rate per annum (rounded upwards, if necessary, to the next higher 1/16 of 1%) equal to the British Bankers’ Association interest settlement rates for U.S. Dollar deposits for such Interest Period as of 11:00 a.m. (London time) on the day two (2) Eurodollar Business Days before the first day of such Interest Period as published on Reuters Screen LIBOR01 Page, or if Reuters Screen LIBOR01 Page is not available, as published by Bloomberg Financial Services, Dow Jones Market Services, Telerate or any similar service selected by the Agent.

      LIBOR Loan shall mean any Loan or portion of any Loan bearing interest based on the LIBOR Rate.

      LIBOR Rate shall mean (a) the quotient of the (i) LIBOR Base Rate divided by (ii) one minus the applicable LIBOR Reserve Percentage plus (b) the Applicable LIBOR Margin. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage and/or the Applicable LIBOR Margin.

      LIBOR Reserve Percentage shall mean for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by The Board of Governors of the Federal Reserve System (or any successor), for determining the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special or marginal reserves) with respect to “Eurocurrency liabilities” as defined in Regulation D or with respect to any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined, whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at such time. LIBOR Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed

subject to reserve requirements without the benefit of any credits for proration, exceptions or offsets which may be available from time to time to any Lender. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

      Lien shall mean any interest in any Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract, including, without limitation, any security interest, mortgage, deed of trust, pledge, hypothecation, judgment lien or other lien or encumbrance of any kind or nature whatsoever, any conditional sale or trust receipt, any lease, consignment or bailment for security purposes and any Capitalized Lease. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property.

      Loan shall mean each Revolving Credit Loan, each Swing Line Loan, the LaBarge Electronics Term Loan and the LaBarge Acquisition Term Loan; and Loans shall mean any or all of the foregoing.”

      Material Adverse Effect shall mean (a) a material adverse effect on the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of the Company, LaBarge Electronics, LaBarge Acquisition and/or the Company and its Subsidiaries taken as a whole, (b) material impairment of the ability of the Company, LaBarge Electronics, LaBarge Acquisition and/or any other Obligor to perform any of its obligations under this Agreement, any Note and/or any other Transaction Document or (c) material impairment of the enforceability of the rights of, or benefits available to, the Agent and/or any Lender under this Agreement, any Note and/or any other Transaction Document.

      Maximum Swing Line Amount shall mean $5,000,000.00.

      Moody’s shall mean Moody’s Investors Service, Inc.

      Multi-Employer Plan shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is maintained for employees of the Company, any Subsidiary or any ERISA Affiliate or to which the Company, any Subsidiary or any ERISA Affiliate has contributed in the past or currently contributes.

      Note shall mean each Revolving Credit Note, the Swing Line Note, each LaBarge Electronics Term Loan Note and each LaBarge Acquisition Term Loan Note; and Notes shall mean all of the foregoing.

      Notice of Revolving Credit Borrowing shall have the meaning ascribed thereto in Section 2.06(a).

      Notice of Swing Line Borrowing shall have the meaning ascribed thereto in Section 2.06(d).

      Obligor shall mean the Company, LaBarge Electronics, LaBarge Acquisition, LaBarge/STC and each other Person who is or shall at any time hereafter become primarily or secondarily liable on any of the Borrower’s Obligations owed by any one or more of the Borrowers or who grants the Agent for the benefit of the Agent and the Lenders a Lien upon any of the Property of such Person as security for any of the Borrower’s Obligations owed by any one or more of the Borrowers and/or any Guarantee thereof.

      Occupational Safety and Health Laws shall mean the Occupational Safety and Health Act of 1970, as amended, and any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning employee health and/or safety, as now or at any time hereafter in effect.

      Operating Lease shall mean any lease of Property, whether real and/or personal, by a Person as lessee which is not a Capitalized Lease.

      Operating Lease Expenses shall mean with respect to any Person, for the period in question, the aggregate amount of rental and other expenses incurred by such Person in respect of Operating Leases during such period, all determined in accordance with GAAP.

      Other Taxes shall have the meaning ascribed thereto in Section 2.26.

      Participant shall have the meaning ascribed thereto in Section 8.12(b).

      PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

      Pensar Acquisition shall mean the acquisition by LaBarge Acquisition of substantially all of the assets of Pensar Electronic Solutions, LLC pursuant to, and in accordance with, the terms of the Pensar Acquisition Agreement.

      Pensar Acquisition Agreement shall mean that certain Asset Purchase Agreement dated as of December 22, 2008, by and among Pensar Electronic Solutions, LLC, as seller, the members of Pensar Electronic Solutions, LLC and LaBarge Acquisition, as buyer.

      Pension Plan shall mean a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is established or maintained by the Company, any Subsidiary or any ERISA Affiliate, other than a Multi-Employer Plan.

      Permitted Liens shall mean any of the following:

     (a) Liens in favor of the Agent for the benefit of the Agent and the Lenders;

     (b) Liens in favor of U.S. Bank under the Letter of Credit Reimbursement Agreement and/or any Letter of Credit Application;

     (c) Liens on Property of a Subsidiary to secure obligations of such Subsidiary to the Company;

     (d) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by Section 5.01(d) and/or 5.01(e);

     (e) Liens (other than any Liens imposed by ERISA) incidental to the conduct of business or the ownership of Properties (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money or the purchase or other acquisition of Property; provided in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been set aside;

     (f) survey exceptions, easements, reservations, rights of others for rights-of-way, utilities and other similar purposes and/or zoning or other restrictions as to the use of real properties, which are necessary or desirable for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of Persons engaged in similar activities and similarly situated and which do not in any event materially impair the use of such real properties in the operation of the business of the Company and its Subsidiaries;

     (g) Liens existing as of the date of this Agreement and listed on Schedule 4.12 attached hereto (without giving effect to any changes to Schedule 4.12 made after the date of this Agreement);

     (h) purchase money Liens granted to a Person financing a Capital Expenditure so long as (i) the Lien granted is limited to the specific fixed assets acquired and the proceeds thereof, (ii) the aggregate principal amount of Debt secured by the Lien is not more than the acquisition cost of the specific fixed assets on which the Lien is granted and (iii) the transaction does not violate any other provision of this Agreement;

     (i) Capitalized Leases; and

     (j) Liens in favor of Citibank, N.A. on the Accounts of the Company of which Sikorsky Aircraft Corporation and/or any of its subsidiaries is the Account Debtor, but only to the extent described in the Citibank Supplier Agreement.

      Person shall mean any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, entity or government (whether national, Federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

      Prime Rate shall mean the interest rate announced from time to time by U.S. Bank as its “prime rate” (which rate shall fluctuate as and when said prime rate shall change). The Company acknowledges that such “prime rate” is a reference rate and does not necessarily represent the lowest or best rate offered by U.S. Bank or any other Lender to its customers.

      Property shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. Properties shall mean the plural of Property. For purposes of this Agreement, the Company and each Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

      Pro Rata Share shall mean for the item at issue, with respect to each Lender, a percentage, the numerator of which is the portion of such item owned or held by such Lender and the denominator of which is the total amount of such item owned or held by all of the Lenders. For example, (a) if the amount of the Revolving Credit Commitment of a Lender is $1,000,000.00 and the total amount of the Revolving Credit Commitments of all of the Lenders is $5,000,000.00, such Lender’s Pro Rata Share of the Revolving Credit Commitments would be Twenty Percent (20%) and (b) if the original principal amount of a Loan is $5,000,000.00 and the portion of such Loan made by one Lender is $500,000.00, such Lender’s Pro Rata Share of such Loan would be Ten Percent (10%). As of the date of this Agreement, the Pro Rata Shares of the Lenders with respect to the Revolving Credit Commitments, the Revolving Credit Loans and the Term Loan are as follows: (a) U.S. Bank – 53.3333333333%; and (b) Wells Fargo Bank, National Association – 46.6666666667%.

      RCRA shall mean the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq ., and any future amendments.

      Regulation D shall mean Regulation D of the Board of Governors of the Federal Reserve System, as from time to time amended.

      Regulatory Change shall have the meaning ascribed thereto in Section 2.19.

      Release shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks and/or other receptacles containing (or containing traces of) any Hazardous Substance.

      Reportable Event shall have the meaning given to such term in ERISA.

      Required Lenders shall mean at any time Lenders having more than (a) Fifty-One Percent (51%) of the total Revolving Credit Commitments (whether used on unused) or, if all of the Revolving Credit Commitments have been terminated or reduced to $0.00, more than Fifty-One Percent (51%) of the Total Revolving Credit Outstandings (whether by way of participation or otherwise), (b) Fifty-One Percent (51%) of the aggregate outstanding principal amount of the LaBarge Electronics Term Loan and (c) Fifty-One Percent (51%) of the aggregate outstanding principal amount of the LaBarge Acquisition Term Loan; provided, however, that if there are three (3) or fewer Lenders, Required Lenders shall mean all of the Lenders. The Revolving Credit Commitment of, and the Total Revolving Credit Outstandings and portions of the LaBarge Electronics Term Loan and/or LaBarge Acquisition Term Loan held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

      Restricted Investment shall mean any Investment, or any expenditure or any incurrence of any liability to make any expenditure for an Investment, other than:

     (a) loans and/or advances by the Company to any Subsidiary;

     (b) loans and/or advances by any Subsidiary to the Company which are subordinated in writing to the payment of the Borrower’s Obligations owed by the Company in form and substance satisfactory to the Required Lenders;

     (c) direct obligations of the United States of America or any instrumentality or agency thereof, the payment of which is unconditionally guaranteed by the United States of America or any instrumentality or agency thereof (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

     (d) Investments in readily marketable commercial paper which, at the time of acquisition thereof by the Company or any Subsidiary, is rated A-1 or better by S&P and P-1 or better by Moody’s and which matures within 270 days from the date of acquisition thereof, provided that the issuer of such commercial paper shall, at the time of acquisition of such commercial paper, have a senior long-term debt rating of at least A by S&P and Moody’s;

     (e) negotiable certificates of deposit or negotiable bankers acceptances issued by any Lender or any other bank or trust company organized under the laws of the United States of America or any state thereof, which bank or trust company (other than the Lenders to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and

the Federal Reserve System and has a Thomson BankWatch Global Issuer Rating of “B” or better (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

     (f) repurchase agreements, which shall be collateralized for at least 102% of face value, issued by any Lender or any other bank or trust company organized under the laws of the United States or any state thereof, which bank or trust company (other than the Lenders to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System and has a Thomson BankWatch Global Issuer Rating of “B” or better (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

     (g) Investments existing as of the date of this Agreement and listed on Schedule 4.18 attached hereto (without giving effect to any changes to Schedule 4.18 made after the date of this Agreement), and any future retained earnings in respect thereof; and

     (h) in addition to any such loans and advances existing as of the date of this Agreement and listed on Schedule 4.18 attached hereto (without giving effect to any changes to Schedule 4.18 made after the date of this Agreement), loans or advances in the usual and ordinary course of business to officers and/or employees of the Company or a Subsidiary for business expenses in the aggregate principal amount of up to $200,000.00 at any one time outstanding.

      Revolving Credit Commitment shall mean, subject to any reduction of the Revolving Credit Commitments pursuant to Section 2.01(e) and to any assignments of the Revolving Credit Commitments by the Lenders to the extent permitted by Section 8.12: (a) with respect to U.S. Bank - $16,000,000.00; and (b) with respect to Wells Fargo Bank, National Association — $14,000,000.00.

      Revolving Credit Guaranty shall mean that certain Guaranty dated as of the date of this Agreement and executed by LaBarge Electronics, LaBarge Acquisition and LaBarge/STC in favor of the Agent and the Lenders with respect to the Borrower’s Obligations owed by the Company, as the same may from time to time be amended, modified, extended, renewed or restated.

      Revolving Credit Base Rate Loan shall mean any Revolving Credit Loan bearing interest based on the Adjusted Base Rate.

      Revolving Credit LIBOR Loan shall mean any Revolving Credit Loan bearing interest based on the LIBOR Rate.

      Revolving Credit Loan and Revolving Credit Loans shall have the respective meanings ascribed thereto in Section 2.01(a).

      Revolving Credit Notes shall have the meaning ascribed thereto in Section 2.07(a).

      Revolving Credit Period shall mean the period commencing February 17, 2004, and ending December 22, 2011; provided, however, that the Revolving Credit Period shall end on the date the Revolving Credit Commitments are terminated pursuant to Section 6 or otherwise.

      S&P shall mean Standard and Poor’s Ratings Group.

      Subsidiary shall mean any corporation, limited liability company, partnership or other entity of which more than Fifty Percent (50%) of the issued and outstanding capital stock, membership interests,

partnership interests or other equity interests entitled to vote for the election of directors, managing partners or other persons performing similar functions (other than by reason of default in the payment of dividends or other distributions) is at the time owned directly or indirectly by the Company and/or any Subsidiary.

      Swap Contract shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

      Swap Termination Value shall mean, in respect of any Swap Contract, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contract, (a) for any date on or after the date such Swap Contract has been closed out and a termination value determined in accordance therewith, such termination value and (b) for any date prior to the date referenced in clause (a), the amount determined as the mark-to-market value for such Swap Contract, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contract (which may include a Lender or any affiliate of a Lender).

      Swing Line Loan and Swing Line Loans shall have the meanings ascribed thereto in Section 2.02(a).

      Swing Line Note shall have the meaning ascribed thereto in Section 2.07(b).

      Taxes shall have the meaning ascribed thereto in Section 2.26.

      Term Base Rate Loan shall mean any portion of the LaBarge Electronics Term Loan or the LaBarge Acquisition Term Loan bearing interest based on the Adjusted Base Rate.

      Term LIBOR Loan shall mean any portion of the LaBarge Electronics Term Loan or the LaBarge Acquisition Term Loan bearing interest based on the LIBOR Rate.

      Total Revolving Credit Outstandings shall mean, as of any date, the sum of (a) the aggregate principal amount of all Revolving Credit Loans outstanding as of such date, plus (b) the aggregate principal amount of all Swing Line Loans outstanding as of such date plus (c) the aggregate undrawn face amount of all Letters of Credit outstanding as of such date plus all unreimbursed drawings with respect thereto.

      Transaction Documents shall mean this Agreement, the Notes, the Letter of Credit Reimbursement Agreement, the Letter of Credit Applications, the Revolving Credit Guaranty, the LaBarge Electronics Term Loan Guaranty, the LaBarge Acquisition Term Loan Guaranty, the Company Patent, Trademark and License Security Agreement, the Company Security Agreement, the Company Stock Pledge Agreement, the LaBarge Acquisition Patent, Trademark and License Security Agreement,

the LaBarge Acquisition Security Agreement, the LaBarge Acquisition Collateral Assignment of Asset Purchase Agreement, the LaBarge Electronics Patent, Trademark and License Security Agreement, the LaBarge Electronics Security Agreement, the LaBarge/STC Patent, Trademark and License Security Agreement, the LaBarge/STC Security Agreement, any Swap Contract and/or Treasury Management Agreement heretofore, now or hereafter executed by a Borrower with or in favor of a Lender and any and all other agreements, documents and instruments heretofore, now or hereafter delivered to the Agent and/or any Lender with respect to or in connection with or pursuant to this Agreement, any Loans made hereunder, any Letters of Credit issued hereunder, any of the Borrower’s Obligations owed by any one or more of the Borrowers, any Guarantee of any of the Borrower’s Obligations owed by any one or more of the Borrowers, and executed by or on behalf of the Company, LaBarge Electronics, LaBarge Acquisition and/or any other Obligor, each as the same may from time to time be amended, modified, extended, renewed or restated.

      Treasury Management Agreement shall mean any agreement, document or instrument governing the provision of depository, treasury and/or cash management services, including, without limitation, deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.

      USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as from time to time amended.

      U.S. Bank shall mean U.S. Bank National Association, a national banking association, in its individual corporate capacity as a Lender under this Agreement and the other Transaction Documents and not as Agent under this Agreement and the other Transaction Documents.

      Voting Stock shall mean, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

      Welfare Plan shall mean a “welfare plan” as such term is defined in Section 3(1) of ERISA, which is established or maintained by the Company, any Subsidiary or any ERISA Affiliate, other than a Multi-Employer Plan.

     1.02 Continuance of an Event of Default . For purposes of this Agreement and the other Transaction Documents, an Event of Default shall deemed to be continuing until it is waived in writing by the Lenders as required by Section 8.10 of this Agreement.

     1.03 Accounting Terms and Determinations . Except as otherwise specified in this Agreement, all accounting terms used in this Agreement shall be interpreted, all accounting determinations under this Agreement shall be made and all financial statements required to be delivered under this Agreement shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes approved by the Company’s independent certified public accountants and by the Required Lenders) with the most recent audited financial statements of the Company delivered to the Agent and the Lenders.

SECTION 2. LOANS AND LETTERS OF CREDIT .

     2.01 Revolving Credit Commitments .

     (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, each Lender severally agrees to make such loans to the Company (individually, a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) as the Company may from time to time request pursuant to Section 2.06. Each Revolving Credit Loan under this Section 2.01(a) which is a Revolving Credit Base Rate Loan shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. Each Revolving Credit Loan under this Section 2.01(a) which is a Revolving Credit LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00. The aggregate principal amount of Revolving Credit Loans which each Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the product of (i) such Lender’s Pro Rata Share of the total Revolving Credit Commitments of all of the Lenders multiplied by (ii) the sum of (A) the lesser of (1) the total Revolving Credit Commitments of all of the Lenders as of such date or (2) the Borrowing Base as of such date minus (B) the aggregate principal amount of Swing Line Loans outstanding as of such date minus (C) the aggregate undrawn face amount of all Letters of Credit outstanding as of such date plus all unreimbursed drawings with respect thereto; provided, however, that in no event shall (i) the Total Revolving Credit Outstandings as of any date exceed the lesser of (A) the total Revolving Credit Commitments of all of the Lenders as of such date or (B) the Borrowing Base as of such date or (ii) the sum of (A) the aggregate principal amount of all outstanding Revolving Credit Loans made by any Lender, plus (B) such Lender’s Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding plus (C) such Lender’s Pro Rata Share of the aggregate undrawn face amount of all outstanding Letters of Credit plus all unreimbursed drawings with respect thereto exceed the amount of such Lender’s Revolving Credit Commitment. Each Revolving Credit Loan under this Section 2.01 shall be made from the several Lenders ratably in proportion to their respective Pro Rata Shares. Within the foregoing limits, the Company may borrow under this Section 2.01(a), prepay under Section 2.13 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Revolving Credit Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Company to the Agent and/or the Lenders with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. The failure of any Lender to make any Revolving Credit Loan required under this Agreement shall not release any other Lender from its obligation to make Revolving Credit Loans as provided herein.

     (b) The Company shall deliver to the Agent and each Lender on or before the date of this Agreement (with respect to the fiscal month of the Company ended November 30, 2008) and on or before the fifteenth (15th) day of each month thereafter commencing January 15, 2009, a borrowing base certificate in the form of Exhibit A attached hereto and incorporated herein by reference (a “Borrowing Base Certificate”) (together with such supporting information as the Agent or any Lender may reasonably request in connection therewith) setting forth:

     (i) the Borrowing Base and its components as of the end of the immediately preceding fiscal month of the Company;

     (ii) the aggregate principal amount of all Revolving Credit Loans outstanding as of the end of the immediately preceding fiscal month of the Company;

     (iii) the aggregate principal amount of all Swing Line Loans outstanding as of the end of the immediately preceding fiscal month of the Company;

     (iv) the aggregate undrawn face amount of all Letters of Credit outstanding as of the end of the immediately preceding fiscal month of the Company plus all unreimbursed drawings with respect thereto; and

     (v) the difference, if any, between the Borrowing Base and the Total Revolving Credit Outstandings as of the end of the immediately preceding fiscal month of the Company.

The Borrowing Base shown in such Borrowing Base Certificate shall be and remain the Borrowing Base hereunder until the next Borrowing Base Certificate is delivered to the Agent and each Lender, at which time the Borrowing Base shall be the amount shown in such subsequent Borrowing Base Certificate. Each Borrowing Base Certificate shall be certified (subject to normal year-end adjustments) as being true, correct and complete in all material respects by the President or the Chief Financial Officer of the Company.

     (c) If at any time the Total Revolving Credit Outstandings are greater than the Borrowing Base as shown on the most recent Borrowing Base Certificate, the Company shall be automatically required (without demand or notice of any kind by the Agent or any Lender, all of which are hereby expressly waived by the Company) to immediately repay the Revolving Credit Loans and/or the Swing Line Loans and/or surrender for cancellation the outstanding Letters of Credit, in either case in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to the amount of the Borrowing Base.

     (d) If the total Revolving Credit Commitments of all of the Lenders on any date should be less than the Total Revolving Credit Outstandings on such date, whether as a result of the Company’s election to decrease the amount of the Revolving Credit Commitments of the Lenders pursuant to Section 2.01(e) or otherwise, the Company shall be automatically required (without demand or notice of any kind by the Agent or any Lender, all of which are hereby expressly waived by the Company) to immediately repay the Revolving Credit Loans and/or the Swing Line Loans and/or surrender for cancellation the outstanding Letters of Credit, in either case in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the total Revolving Credit Commitments of all of the Lenders.

     (e) The Company may, upon three (3) Business Days’ prior written notice to the Agent and each Lender, terminate entirely at any time, or proportionately reduce from time to time on a pro rata basis among the Lenders based on their respective Pro Rata Shares by an aggregate amount of $1,000,000.00 or any larger multiple of $250,000.00 the unused portions of the Revolving Credit Commitments; provided, however, that (i) at no time shall the Revolving Credit Commitments be reduced to a figure less than the Total Revolving Credit Outstandings, (ii) at no time shall the Revolving Credit Commitments be reduced to less than $10,000,000.00 and (iii) any such termination or reduction shall be permanent and the Company shall have no right to thereafter reinstate or increase, as the case may be, the Revolving Credit Commitment of any Lender.

     2.02 Swing Line Loan .

     (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, however, that U.S. Bank shall have no liability to any other Lender for making a Swing Line Loan to the Company after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from the Company or any other Lender of, or has actual knowledge of, the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank may from time to time in its sole discretion (but in no event shall U.S. Bank be obligated to), make such loans to the Company (individually, a “Swing Line Loan” and collectively, the “Swing Line Loans”) as the Company may from time to time request pursuant to Section 2.06. Notwithstanding any provision contained in this Agreement to the contrary, the making of any Swing Line Loan requested by the Company shall be at the sole discretion of U.S. Bank and U.S. Bank shall have no commitment to make Swing Line Loans to the Company. Each Swing Line Loan requested by way of a Notice of Swing Line Borrowing shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. The

aggregate principal amount of Swing Line Loans outstanding under this Agreement as of any date shall not exceed the Maximum Swing Line Amount; provided, however, that in no event shall the Total Revolving Credit Outstandings as of any date exceed the sum of (i) the lesser of (A) total Revolving Credit Commitments of all of the Lenders as of such date or (B) the Borrowing Base as of such date. Within the foregoing limits, the Company may request Swing Line Loans under this Section 2.02, prepay Swing Line Loans under Section 2.13 and request additional Swing Line Loans at any time during the Revolving Credit Period under this Section 2.02. All Swing Line Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Company to U.S. Bank with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. Immediately upon the making of a Swing Line Loan, each Lender (other than U.S. Bank) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Bank a risk participation in such Swing Line Loan in an amount equal to such Lender’s Pro Rata Share (based on such Lender’s Pro Rata Share of the Revolving Credit Commitments) of such Swing Line Loan.

     (b) U.S. Bank may at any time in its sole and absolute discretion request, on behalf of the Company (and the Company hereby irrevocably requests and authorizes U.S. Bank to so request on its behalf), that each Lender make a Revolving Credit Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall (i) be made in writing (which written request shall be deemed to be a Notice of Revolving Credit Borrowing for purposes hereof) and in accordance with the requirements of Section 2.06(a), (ii) not be subject to the minimum and multiples specified in Section 2.01(a) for the principal amount of the Revolving Credit Base Rate Loans and (iii) be subject to the conditions set forth in Section 3. U.S. Bank shall furnish the Company with a copy of the applicable Notice of Revolving Credit Borrowing promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Revolving Credit Borrowing available in immediately available funds to the Agent for the account of U.S. Bank at the Agent’s address specified in or pursuant to Section 8.07 not later than 12:00 noon (St. Louis, Missouri time) on the day specified in such Notice of Revolving Credit Borrowing, whereupon, subject to Section 2.02(c), each Lender that so makes funds available shall be deemed to have made a Revolving Credit Base Rate Loan to the Company in such amount. The Agent shall remit the funds so received to U.S. Bank.

     (c) If for any reason any Swing Line Loan cannot be refinanced by such a borrowing of Revolving Credit Base Rate Loans in accordance with Section 2.02(b) (whether as a result of a failure to satisfy one or more of the conditions set forth in Section 3 or otherwise), the request for a Revolving Credit Base Rate Loan submitted by U.S. Bank as set forth herein shall be deemed to be a request by U.S. Bank that each of the other Lenders fund its risk participation in the relevant Swing Line Loan(s) and each such Lender’s payment to the Agent for the account of U.S. Bank pursuant to Section 2.02(b) shall be deemed payment in respect of such participation.

     (d) If any Lender fails to make available to U.S. Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.02 by the time specified in Section 2.02, U.S. Bank shall be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to U.S. Bank at a rate per annum equal to the Fed Funds Rate. A certificate of U.S. Bank submitted to any Lender with respect to any amounts owing under this Section 2.02 shall be conclusive absent demonstrable error.

     (e) Each Lender’s obligation to make Revolving Credit Base Rate Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.02 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against U.S. Bank, the Company or any

other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or Event of Default or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Base Rate Loans pursuant to this Section 2.02 (but not such Lender’s obligation to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.02) is subject to the conditions set forth in Section 3. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

     (f) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if U.S. Bank receives any payment on account of such Swing Line Loan, U.S. Bank will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by U.S. Bank.

     (g) If any payment received by U.S. Bank in respect of principal or interest on any Swing Line Loan is required to be returned by U.S. Bank to the Company or any other Person for any reason, each Lender shall pay to U.S. Bank its Pro Rata Share thereof on the demand of U.S. Bank, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Fed Funds Rate.

     (h) Until a Lender funds its Revolving Credit Base Rate Loans or risk participation pursuant to this Section 2.02 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of U.S. Bank.

     (i) The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly to U.S. Bank.

     2.03 LaBarge Electronics Term Loan . The Lenders have heretofore made LaBarge Electronics a term loan, the aggregate outstanding principal amount of which as of the date of this Agreement (before giving effect to this Agreement) is $9,500,000.00 (the “LaBarge Electronics Term Loan”). LaBarge Electronics desires to borrow an additional aggregate principal amount of $500,000.00 from the Lenders on the date of this Agreement, thereby increasing the aggregate outstanding principal amount of the LaBarge Electronics Term Loan from $9,500,000.00 to $10,000,000.00. Subject to the terms and conditions set forth in this Agreement, and so long as no Default or Event of Default has occurred and is continuing, each Lender severally agrees to make an additional advance on the LaBarge Electronics Term Loan to LaBarge Electronics on the date of this Agreement in a principal amount equal to such Lender’s Pro Rata Share of $500,000.00. The LaBarge Electronics Term Loan shall mature on December 22, 2011. Principal on the LaBarge Electronics Term Loan shall be due and payable in ten (10) consecutive quarterly installments as follows:

All principal payments and prepayments on the LaBarge Electronics Term Loan shall, unless otherwise directed by LaBarge Electronics in writing at or prior to the time of such payment or prepayment, be applied first to that portion of the LaBarge Electronics Term Loan, if any, accruing interest based on the Adjusted Base Rate and then to those portions of the LaBarge Electronics Term Loan, if any, accruing interest based on the LIBOR Rate (and among those portions of the LaBarge Electronics Term Loan, if any, accruing interest based on the LIBOR Rate, being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first)).

     2.04 LaBarge Acquisition Term Loan . Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a term loan to LaBarge Acquisition on or about the date of this Agreement in an original principal amount equal to such Lender’s Pro Rata Share of $35,000,000.00 (collectively, the “LaBarge Acquisition Term Loan”). The LaBarge Acquisition Term Loan shall mature on December 22, 2011. Principal on the LaBarge Acquisition Term Loan shall be due and payable in ten (10) consecutive quarterly installments as follows:

All principal payments and prepayments on the LaBarge Acquisition Term Loan shall, unless otherwise directed by LaBarge Acquisition in writing at or prior to the time of such payment or prepayment, be applied first to that portion of the LaBarge Acquisition Term Loan, if any, accruing interest based on the Adjusted Base Rate and then to those portions of the LaBarge Acquisition Term Loan, if any, accruing interest based on the LIBOR Rate (and among those portions of the Acquisition Term Loan, if any, accruing interest based on the LIBOR Rate, being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first)).

     2.05 Letter of Credit Commitment . (a) Subject to the terms and conditions of this Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, however, that U.S. Bank shall have no liability to any other Lender for issuing a Letter of Credit after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from the Company or any other Lender of, or has actual knowledge of, the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank hereby agrees to issue irrevocable standby letters of credit and/or irrevocable commercial letters of credit for the account of the Company (individually, a “Letter of Credit” and collectively, the “Letters of Credit”) in an amount and for the term specifically requested by the Company by notice in writing to U.S. Bank in the form of Exhibit F attached hereto and incorporated herein by reference (a “Letter of Credit Request”); provided, however, that:

     (i) the Company shall have executed and delivered to U.S. Bank a Letter of Credit Application with respect to such Letter of Credit;

     (ii) the date of issuance of such Letter of Credit must be a Business Day which is at least thirty (30) Business Days before the last day of the Revolving Credit Period;

     (iii) the term of any such Letter of Credit shall not extend beyond the earlier of (A) the date one (1) year after the date of issuance thereof or (B) three (3) Business Days before the last day of the Revolving Credit Period;

     (iv) any Letter of Credit may only be utilized to guaranty the payment of obligations of the Company or a Subsidiary to third parties;

     (v) after giving effect to the issuance of the requested Letter of Credit: (A) the Total Revolving Credit Outstandings must not exceed the lesser of (1) the total Revolving Credit Commitments of all of the Lenders at such time or (2) the Borrowing Base at such time and (B) the sum of the aggregate undrawn face amount of all outstanding Letters of Credit plus all unreimbursed drawings with respect thereto must not exceed the lesser of (1) the lesser of (x) the total Revolving Credit Commitments of all of the Lenders at such time or (y) the Borrowing Base at such time or (2) $10,000,000.00; and

     (vi) the text of any such Letter of Credit is provided to U.S. Bank no less than five (5) Business Days prior to the requested issuance date, which text must be acceptable to U.S. Bank in its sole and absolute discretion.

     (b) The payment of drafts under each Letter of Credit shall be made in accordance with the terms thereof and, in that connection, U.S. Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed in good faith by U.S. Bank to be genuine. U.S. Bank agrees to use commercially reasonable efforts to give the Company oral or written notice prior to making a payment on or with respect to any draw on any Letter of Credit; provided, however, that the failure to give such notice shall not affect the Company’s obligation to reimburse U.S. Bank for any such payment. U.S. Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing document that may be presented to it other than the duties contemplated by the Letter of Credit Reimbursement Agreement and the applicable Letter of Credit Application. If U.S. Bank shall have received documents that in its good faith judgment constitute all of the documents that are required to be presented before payment or acceptance of a draft under a Letter of Credit, it shall be entitled to pay or accept such draft provided such documents substantially conform on their face to the requirements of such Letter of Credit.

     (c) In the event of any payment by U.S. Bank of a draft presented under a Letter of Credit, the Company agrees to pay to U.S. Bank in immediately available funds at the time of such drawing an amount equal to the sum of such drawing plus U.S. Bank’s customary published negotiation, processing and other fees related thereto. The Company hereby authorizes U.S. Bank to charge or cause to be charged the Company’s bank accounts at U.S. Bank to the extent there are balances of immediately available funds therein, in an amount equal to the sum of such drawing plus U.S. Bank’s customary published negotiation, processing and other fees related thereto (and U.S. Bank agrees to give the Company prompt written notice of any amount so charged to any bank account of the Company at U.S. Bank), and the Company agrees to pay the amount of any such drawing (and/or U.S. Bank’s customary published negotiation, processing and other fees related thereto) not so charged prior to the close of business of U.S. Bank on the day of such drawing. In the event any payment under a Letter of Credit is made by U.S. Bank prior to receipt of payment from the Company, such payment by U.S. Bank shall constitute a request by the Company for a Revolving Credit Base Rate Loan under Section 2.01(a) above (and, unless the Required Lenders elect not to make such Loan, the Lenders will

make such Revolving Credit Base Rate Loan to the Company regardless of whether any Default or Event of Default has occurred and is continuing and regardless of whether such Revolving Credit Base Rate Loan would otherwise be permitted under the requirements of Sections 2.01(a) of this Agreement) and the proceeds of such Revolving Credit Base Rate Loan shall be paid directly to U.S. Bank and applied by U.S. Bank to the payment of any amounts owed by the Company to U.S. Bank under this Section 2.05. Unreimbursed drawings on Letters of Credit shall bear interest from the date paid by U.S. Bank until reimbursed in full by the Company at a rate per annum equal to Three Percent (3%) over and above the Adjusted Base Rate (fluctuating as and when the Adjusted Base Rate shall change and calculated on an actual day, 360-day year basis).

     (d) The Company hereby further agrees to pay to the order of U.S. Bank:

     (i) with respect to each Letter of Credit, a nonrefundable issuance fee in an amount equal to One-Eighth of One Percent (1/8%) of the face amount of each such Letter of Credit (the “Letter of Credit Issuance Fees”), which Letter of Credit Issuance Fees shall be due and payable annually in advance on the date of the issuance of each such Letter of Credit and on each anniversary date of each such Letter of Credit;

     (ii) with respect to each Letter of Credit, a nonrefundable commitment fee at a rate per annum equal to (A) so long as no Event of Default has occurred and is continuing, the Applicable LIBOR Margin (calculated on an actual day, 360-day year basis) and (B) so long as any Event of Default has occurred and is continuing, Three Percent (3%) per annum over and above the Applicable LIBOR Margin (calculated on an actual day, 360-day year basis), on the undrawn face amount of each such Letter of Credit (“Letter of Credit Commitment Fees”), which Letter of Credit Commitment Fees shall be due and payable quarterly in arrears on each March 31, June 30, September 30 and December 31 during the Revolving Credit Period and on the last day of the Revolving Credit Period; and

     (iii) such other fees (other than additional issuance fees and/or additional commitment fees) as may be charged by U.S. Bank from time to time in accordance with U.S. Bank’s published schedule of fees in effect from time to time, which fees shall be due and payable on demand by U.S. Bank.

     (e) Upon the issuance of a Letter of Credit by U.S. Bank, an undivided participation interest therein (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letter of Credit, in all payments made by U.S. Bank in connection with such Letter of Credit and in all collateral for such Letter of Credit) shall automatically be granted by U.S. Bank to and accepted by each other Lender in an amount equal to such other Lender’s Pro Rata Share (based on such other Lender’s Pro Rata Share of the total Revolving Credit Commitments) of the face amount of such Letter of Credit. U.S. Bank agrees to give the Agent and each other Lender prompt written notice of the issuance, amendment and/or termination of any Letter of Credit. If U.S. Bank shall make payment on any draft presented or accepted under a Letter of Credit, U.S. Bank shall give notice of such payment to the other Lenders, and each other Lender hereby authorizes and requests U.S. Bank to advance for their respective accounts, pursuant to the terms hereof, their respective shares of any such payment based upon their respective Pro Rata Shares of such Letter of Credit. If such drawing is not paid by the Company in immediately available funds prior to the close of business of U.S. Bank on the date of such drawing, U.S. Bank shall promptly so notify the other Lenders and each other Lender agrees to immediately reimburse U.S. Bank in immediately available funds for its Pro Rata Share of the amount of such drawing, plus interest calculated on its Pro Rata Share of such amount at a rate per annum equal to the Fed Funds Rate calculated from the date of such payment by U.S. Bank to but excluding the date of reimbursement by such other Lender and on an actual-day, 360-day year basis. Each other Lender will be entitled to its Pro Rata Share of any Letter of Credit Commitment Fees paid

by the Company, but such other Lender shall have no right to share in any Letter of Credit Issuance Fees or any other fees paid by the Company to U.S. Bank in connection with any of the Letters of Credit.

     (f) Notwithstanding any provision contained in this Agreement to the contrary, if any Letters of Credit remain outstanding on the last day of the Revolving Credit Period, the Company shall, on or before 2:00 p.m. (St. Louis time) on the last day of the Revolving Credit Period, (i) surrender the originals of the applicable Letter(s) of Credit to U.S. Bank for cancellation or (ii) provide U.S. Bank with cash collateral (or other collateral acceptable to the Required Lenders in their sole and absolute discretion) in an amount at least equal to One Hundred Five Percent (105%) of the aggregate undrawn face amount of all outstanding Letter(s) of Credit plus all unreimbursed drawings with respect thereto and execute and deliver to U.S. Bank such agreements as U.S. Bank or the Required Lenders may require to grant U.S. Bank a first priority perfected security interest in such cash or other collateral. Any such cash collateral received by U.S. Bank pursuant to this Section 2.05(f) shall be held by U.S. Bank in one or more separate bank accounts at U.S. Bank appropriately designated as cash collateral accounts in relation to this Agreement and the Letters of Credit and retained by U.S. Bank as collateral security for the payment of the Borrower’s Obligations owed by the Company. Cash amounts delivered to U.S. Bank pursuant to the foregoing requirements of this Section 2.05(f) shall be invested, at the request and for the account of the Company in investments of a type and nature and with a term acceptable to the Required Lenders. Such amounts, including in the case of cash amounts invested in the manner set forth above, shall not be used by U.S. Bank to pay any amounts drawn or paid under or pursuant to any Letter of Credit, but may be applied to reimburse U.S. Bank for drawings or payments under or pursuant to such Letters of Credit which U.S. Bank has paid, or if no such reimbursement is required to the payment of such of the other Borrower’s Obligations owed by the Company as the Required Lenders shall determine. Any amounts remaining in any cash collateral account established pursuant to this Section 2.05(f) after the payment in full of all of the Borrower’s Obligations owed by the Company and the expiration or cancellation of all of the Letters of Credit shall be returned to the Company (after deduction of the reasonable expenses of U.S. Bank, if any).

     (g) Notwithstanding any provision contained in this Agreement to the contrary, (i) all references in this Agreement to Letters of Credit shall include the irrevocable standby and/or commercial letters of credit listed on Schedule 2.03(g) attached hereto which have heretofore been issued by U.S. Bank for the account of the Company (the “Existing Letters of Credit”) and (ii) all references in this Agreement to the Letter of Credit Applications shall include the applications and agreements for irrevocable standby and commercial letters of credit heretofore executed by the Company, as account party, with respect to the Existing Letters of Credit.

     (h) Notwithstanding any provision contained in this Agreement to the contrary, U.S. Bank shall have no obligation to issue, amend or extend any Letter of Credit if on the date of the issuance, amendment or extension of such Letter of Credit any Lender (other than U.S. Bank) is at such time a Defaulting Lender, unless U.S. Bank has entered into arrangements with the Borrower or such Defaulting Lender on terms satisfactory to U.S. Bank to eliminate U.S. Bank’s risk with respect to such Defaulting Lender.

     2.06 Method of Borrowing .

     (a) The Company shall give notice (a “Notice of Revolving Credit Borrowing”) to the Agent by 12:00 noon (St. Louis time) on the Business Day of each Revolving Credit Base Rate Loan to be made to the Company, and by 12:00 noon (St. Louis time) at least two (2) Eurodollar Business Days before each Revolving Credit LIBOR Loan to be made to the Company, specifying:

     (i) the date of such Revolving Credit Loan, which shall be a Business Day during the Revolving Credit Period in the case of a Revolving Credit Base Rate Loan and a Eurodollar Business Day during the Revolving Credit Period in the case of a Revolving Credit LIBOR Loan,

     (ii) the aggregate principal amount of such Revolving Credit Loan,

     (iii) whether such Revolving Credit Loan is to be a Revolving Credit Base Rate Loan or a Revolving Credit LIBOR Loan, and

     (iv) in the case of a Revolving Credit LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

     (b) Upon receipt of a Notice of Revolving Credit Borrowing given to it, the Agent shall notify each Lender by 1:00 p.m. (St. Louis time) on the date of receipt of such Notice of Revolving Credit Borrowing by the Agent (which must be a Business Day) of the contents thereof and of such Lender’s Pro Rata Share of such Revolving Credit Loan. A Notice of Revolving Credit Borrowing shall not be revocable by the Company.

     (c) Not later than 2:00 p.m. (St. Louis time) on the date of each Revolving Credit Loan, each Lender shall make available its Pro Rata Share of such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 8.07. Unless the Agent determines that any applicable condition specified in Section 3 has not been satisfied, the Agent will make the funds so received from the Lenders available to the Company by 3:00 p.m. (St. Louis time) by crediting such funds to a demand deposit account of the Company at U.S. Bank specified by the Company (or such other account mutually agreed upon in writing between the Agent and the Company). The Agent shall not be required to make any amount available to the Borrower under this Agreement except to the extent the Agent shall have received such amounts from the Lenders as set forth herein, provided, however, that unless the Agent shall have been notified by a Lender prior to the time a Revolving Credit Loan is to be made hereunder that such Lender does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Lender has made such Pro Rata Share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Borrower, then such Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount was made available by the Agent to the Borrower to but excluding the date of payment to the Agent, at (a) in the case of a payment to be made by such Lender, the Fed Funds Rate plus any administrative processing or similar fees customarily charged by the Agent in connection with the foregoing and (B) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If both the Borrower and the applicable Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If the applicable Lender pays its Pro Rata Share of the applicable Revolving Credit Loan to the Agent, then the amount so paid shall constitute such Lender’s Pro Rata Share of such Revolving Credit Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent.

     (d) Except as set forth in this Section 2.06(d), the Company shall give notice (a “Notice of Swing Line Borrowing”) to U.S. Bank by 12:00 noon (St. Louis time) on the Business Day of each Swing Line Loan, specifying:

     (i) the date of such Swing Line Loan, which must be a Business Day during the Revolving Credit Period; and

     (ii) the principal amount of such Swing Line Loan.

A Notice of Swing Line Borrowing shall not be revocable by the Company.

Pursuant to a certain U.S. Bank Treasury Management Service Agreement by and between the Company and U.S. Bank and any and all other terms and conditions, agreements, documents and/or instruments related thereto, as the same may from time to time be amended, modified, restated or replaced, the Company has requested and authorized U.S. Bank to (A) to apply any collected balances (after funding advances) in excess of a mutually predetermined amount (the “Target Balance”) remaining at the end of any day in the Company’s Account No. 4349567042 at U.S. Bank (the “Company’s Operating Account”) to the repayment of any outstanding Swing Line Loans and (B) subject to all of the other terms and conditions of this Agreement (including the preconditions to Loans set forth in Section 3.02), make a Swing Line Loan to the Company at the end of any day on which the Company shall have an overdraft (negative collected balance) or a collected balance otherwise less than the Target Balance in the Company’s Operating Account (a “Deficiency Amount”) after crediting all deposits received in immediately available funds and debiting all withdrawals made and checks presented against the Company’s Operating Account and honored by U.S. Bank as of such date, which Swing Line Loan shall be in the amount of the Deficiency Amount, without any other request or authorization therefor from the Company and without notice to the Company. A Notice of Swing Line Borrowing shall not be required in connection with a Swing Line Loan made to cover any Deficiency Amount in the Company’s Operating Account as set forth in the immediately preceding sentence. U.S. Bank may, in its sole discretion, elect to make or not make any such Swing Line Loan to cover any Deficiency Amount in the Company’s Operating Account.

     (e) Unless U.S. Bank determines that any applicable condition specified in Section 3 has not been satisfied, with respect to each Swing Line Loan which U.S. Bank, in its sole discretion, elects to make to the Company, U.S. Bank will make the proceeds of each Swing Line Loan available to the Company by 3:00 p.m. (St. Louis time) by crediting such funds to the Company’s Operating Account.

     (f) The Company hereby irrevocably authorizes the Agent and each Lender to rely on telephonic, facsimile, telegraphic, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.04 attached hereto (or any other individual from time to time authorized to act on behalf of the Company pursuant to a resolution adopted by the Board of Directors of the Company and certified by the Secretary of the Company and delivered to the Agent and each Lender) (each, an “Authorized Person”) with respect to any request to make a Revolving Credit Loan or a Swing Line Loan or a repayment hereunder, and on any signature which the Agent or such Lender, as the case may be, believes in good faith to be genuine, and the Company shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine. The Company also hereby agrees to defend and indemnify the Agent and each Lender and hold the Agent and each Lender harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance of any notices or instructions believed by the Agent or such Lender, as the case may be, in good faith to have been sent or delivered by an Authorized Person, regardless of whether such notice or instruction was in fact delivered by an Authorized Person.

     2.07 Notes .

     (a) The Revolving Credit Loans of each Lender to the Company shall be evidenced by a Revolving Credit Note of the Company payable to the order of such Lender in a principal amount equal to

the amount of such Lender’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit B attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Lender), the “Revolving Credit Notes”).

     (b) The Swing Line Loans of U