REIMBURSEMENT, CREDIT AND SECURITY AGREEMENT
THIS AGREEMENT, made as of August 1, 2000 between INNOVATIVE SOLUTIONS AND SUPPORT,
LLC, a Pennsylvania limited liability company (the "Borrower"), and PNC BANK, NATIONAL
ASSOCIATION (the "Bank"), a national banking association.
W I T N E S S E T H :
A. The Chester County Industrial Development Authority (the "Issuer") has issued its Industrial Development
Revenue Bonds, 2000 Series A (Innovative Solutions and Support, LLC Project), in the aggregate principal
amount of $4,335,000 (the "Bonds") under a Trust Indenture dated as of August 1, 2000 (the "Indenture")
between the Issuer and Chase Manhattan Trust Company, National Association, as Trustee (including any
successor trustee, the "Trustee").
B. Pursuant to a Loan Agreement dated as of August 1, 2000 between the Issuer and the Borrower (the "Loan
Agreement"), the proceeds of the Bonds are being applied to finance the costs of a project (the "Project")
consisting of (i) financing the costs associated with the issuance of the Bonds; (ii) financing the acquisition of
certain real property located in the Eagleview Corporate Center in Upper Uwchlan Township, Chester County,
Pennsylvania (the "Property") and the construction thereon of a new manufacturing, warehouse and office facility
(collectively with the Property and as more fully described on Exhibit B hereto, the "Project Facilities"). Under
the Loan Agreement, the Borrower is obligated to make loan payments to the Trustee in amounts and at the times
corresponding to the debt service and other payments required in respect of the Bonds.
C. In order to facilitate the issuance and sale of the Bonds and to enhance the marketability of the Bonds and
thereby achieve interest cost savings and other savings to the Borrower, the Borrower has asked the Bank to
issue its Irrevocable Letter of Credit (together with any substitute letter of credit issued pursuant to the terms
hereof, the "Letter of Credit") to the Trustee, for the account