AIRCRAFT SECURITY AGREEMENT

THIS AIRCRAFT SECURITY AGREEMENT ("this Agreement"), is entered into as of December 20, 1996 between INTERGRAPH CORPORATION, a Delaware corporation ("Debtor"), with its chief executive office located at One Madison Industrial Park, Huntsville, Alabama 35894, and FOOTHILL CAPITAL CORPORATION, a California corporation ("Secured Party"), with a place of business located at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025-3333, with reference to the following facts:

RECITALS

WHEREAS, Debtor and Secured Party have entered into a Loan and Security Agreement, dated as of December 20, 1996 (as amended, restated, modified, renewed, or extended from time to time, the "Loan Agreement");

WHEREAS, Debtor is the sole owner of the Aircraft described and identified in Schedule 1 attached hereto and incorporated herein by reference, subject only to the liens and rights of Secured Party granted herein. (Unless the context clearly requires otherwise, the term "Aircraft" as used hereinafter shall be deemed to mean the aircraft identified in Schedule 1, together with the engines attached or belonging thereto and any and all components, appliances, equipment, accessories, avionics, instruments, parts, manuals, books and records, and other property installed in, appurtenant to or delivered with or in respect of each such aircraft. Furthermore, capitalized words used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Loan Agreement.);

WHEREAS, Secured Party wishes to obtain and Debtor wishes to provide Secured Party with security for the repayment of all of the Obligations owing by Debtor to Secured Party (hereinafter collectively referred to as the "Secured Obligations"); and

WHEREAS, pursuant to the Loan Agreement and as one of the conditions thereof precedent to the obligations of Secured Party under the Loan Agreement, Debtor has agreed to execute and deliver this Agreement to Secured Party.

GRANT OF SECURITY INTEREST AND MORTGAGE

NOW, THEREFORE, in order to secure prompt payment and performance of all present and future Secured Obligations, Debtor does hereby assign and grant a security interest in and mortgage to Secured Party the following described personal property (hereinafter sometimes collectively referred to as the "Mortgaged Property"):

(1) The Aircraft identified in Schedule 1;

(2) All appurtenances, accessions, appliances, spare parts, instruments, avionics, accessories or other equipment or parts related to each Aircraft, whether now or hereafter belonging to Debtor and part of, installed on or attached to any of the Aircraft;

(3) All property constituting replacements of or additions to any of the property described above, in the event that any such replacements or additions shall become the property of Debtor;

(4) All right, title and interest of Debtor in and to any lease, rental agreement or charter agreement respecting the Aircraft, including without limitation the right to receive either directly or indirectly from any party or person any rents or other payments due under such agreement (s);

(5) All log books, records and other documents maintained by Debtor with respect to the foregoing items (1) through (4); and

(6) All the proceeds and products of the foregoing items (1) through (4), including without limitation, all accounts, instruments, documents, contract rights, general intangibles, money, deposit accounts, goods, inventory, equipment and machinery and other tangible and intangible assets of Debtor arising out of or resulting from the sale or other disposition of any of the foregoing items and the proceeds of such proceeds, and the proceeds of insurance policies issued with respect to the foregoing and with respect to the use and operation of the Aircraft.

IT IS HEREBY COVENANTED AND AGREED by and between Secured Party and Debtor that the terms, provisions and conditions upon which the Mortgaged Property is to be held and disposed of are as follows:

ARTICLE I 
REPRESENTATIONS AND WARRANTIES AND
COVENANTS OF DEBTOR

Section 1.1- Title to Mortgaged Property

Debtor represents and warrants that it has good and clear title to the Mortgaged Property free of all Liens, other than Permitted Liens.

ARTICLE 2 
EVENTS OF DEFAULT AND REMEDIES

Section 2.1- Rights and Remedies Upon Default

Upon the occurrence and during the continuance of any Event of Default, Secured Party shall have the right, to the extent provided under the Loan Agreement, to declare all or any portion of the Secured Obligations immediately due and payable and to terminate any commitment by Secured Party to make Revolving Advances or to issue L/Cs or L/C Guaranties to Debtor under the Loan Agreement. Secured Party shall have all other rights, powers, privileges and remedies available to a secured party under the UCC, at law or inequity, or otherwise.

Section 2.2- Exercise of Remedies

Each right, power and remedy herein granted Secured Party is cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing under or by virtue of the provisions of any other agreement between Debtor and Secured Party or in equity, at law or by virtue of statute or otherwise. No failure to exercise, and no delay in exercising, any right, power or remedy held by Secured Party hereunder or otherwise, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy held hereunder or otherwise, preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

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