Middleby Corporation (ADP)




	




Exhibit 4.1 



AMENDED AND RESTATED
CREDIT AGREEMENT 



dated as of December
23, 2002 



among 



MIDDLEBY MARSHALL INC., 



THE MIDDLEBY
CORPORATION, 



VARIOUS FINANCIAL
INSTITUTIONS, 



LASALLE BANK NATIONAL
ASSOCIATION, 



as Syndication Agent, 



WELLS FARGO BANK,
N.A.,as Documentation Agent, 



and 



BANK OF AMERICA, N.A.,
as
Administrative Agent, Issuing Lender and Swing Line Lender 



BANC OF AMERICA
SECURITIES LLC
Lead Arranger and Book Manager 








 












	TABLE OF
CONTENTS  	
	                                                                                                                          	 	 	 	   Page 
	 
	 	 	 	 	
    	 
	SECTION 1
      DEFINITIONS	 	 	 	1	 
		
	         1.1
      Definitions	 	 	 	1	 
		
	         1.2
      Other Interpretive Provisions	 	 	 	22	 
		
	         1.3
      Allocation of Loans and Percentages at the Effective Time	 	 	 	22	 
		
	SECTION 2
      COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION	 	 
	                     
      PROCEDURES; LETTER OF CREDIT PROCEDURES; SWING LINE LOANS	 	 	 	23	 
		
	         2.1
      Commitments	 	 	 	23	 
		
	               2.1.1
      Revolving Loans	 	 	 	23	 
		
	               2.1.2
      L/C Commitment	 	 	 	24	 
		
	               2.1.3
      Term Loans	 	 	 	24	 
		
	         2.2
      Loan Procedures	 	 	 	24	 
		
	               2.2.1
      Various Types of Loans	 	 	 	24	 
		
	               2.2.2
      Borrowing Procedures	 	 	 	24	 
		
	               2.2.3
      Conversion and Continuation Procedures	 	 	 	25	 
		
	         2.3
      Letter of Credit Procedures	 	 	 	26	 
		
	               2.3.1
      L/C Applications	 	 	 	26	 
		
	               2.3.2
      Participations in Letters of Credit	 	 	 	26	 
		
	               2.3.3
      Reimbursement Obligations	 	 	 	26	 
		
	               2.3.4
      Limitation on Obligations of Issuing Lenders	 	 	 	27	 
		
	               2.3.5
      Funding by Revolving Lenders to Issuing Lenders	 	 	 	27	 
		
	         2.4
      Swing Line Loans	 	 	 	28	 
		
	               2.4.1
      Swing Line Loans	 	 	 	28	 
		
	               2.4.2
      Swing Line Loan Procedures	 	 	 	28	 
		
	               2.4.3
      Refunding of, or Funding of Participations in, Swing Line Loans	 	 	 	28	 
		
	               2.4.4
      Repayment of Participations	 	 	 	29	 
		
	               2.4.5
      Participation Obligations Unconditional	 	 	 	29	 
		
	         2.5
      Commitments Several	 	 	 	29	 
		
	         2.6
      Certain Conditions	 	 	 	30	 
		
	SECTION 3
      NOTES EVIDENCING LOANS	 	 	 	30	 
		
	         3.1
      Notes	 	 	 	30	 




	




i 

















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
	 
		
	 	 	 	 	
    	 
	         3.2
      Recordkeeping	 	 	 	30	 
		
	SECTION 4
      INTEREST	 	 	 	30	 
		
	         4.1
      Interest Rates	 	 	 	30	 
		
	         4.2
      Interest Payment Dates	 	 	 	31	 
		
	         4.3
      Setting and Notice of Eurodollar Rates	 	 	 	31	 
		
	         4.4
      Computation of Interest	 	 	 	31	 
		
	SECTION 5
      FEES	 	 	 	31	 
		
	         5.1
      Commitment Fee	 	 	 	31	 
		
	         5.2
      Letter of Credit Fees	 	 	 	31	 
		
	         5.3
      Up-Front and Funding Fees	 	 	 	32	 
		
	         5.4
      Administrative Agent’s and Lead Arranger’s Fees	 	 	 	32	 
		
	SECTION 6
      REPAYMENT OF LOANS; REDUCTION AND TERMINATION OF THE 

                           
      COMMITMENTS; PREPAYMENTS	 	 	 	32	 
		
	         6.1
      Repayment of Loans	 	 	 	32	 
		
	         6.2
      Reductions of the Revolving Commitment Amount and the Revolving Reserve	 	 	 	32	 
		
	               6.2.1
      Voluntary Reductions	 	 	 	32	 
		
	               6.2.2
      Mandatory Reduction	 	 	 	33	 
		
	               6.2.3
      All Reductions	 	 	 	33	 
		
	               6.2.4
      Reduction of the Revolving Reserve	 	 	 	33	 
		
	         6.3
      Prepayments	 	 	 	33	 
		
	               6.3.1
      Voluntary Prepayments	 	 	 	33	 
		
	               6.3.2
      Mandatory Prepayments	 	 	 	33	 
		
	               6.3.3
      Application of Prepayments	 	 	 	34	 
		
	SECTION 7
      MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES	 	 	 	35	 
		
	         7.1
      Making of Payments	 	 	 	35	 
		
	         7.2
      Application of Certain Payments	 	 	 	35	 
		
	         7.3
      Due Date Extension	 	 	 	35	 
		
	         7.4
      Setoff	 	 	 	35	 
		
	         7.5
      Proration of Payments	 	 	 	35	 
		
	         7.6
      Taxes	 	 	 	36	 




	





ii 

















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
	 
		
	 	 	 	 	
    	 
	SECTION 8
      INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS	 	 	 	37	 
		
	         8.1
      Increased Costs	 	 	 	37	 
		
	         8.2
      Basis for Determining Interest Rate Inadequate or Unfair	 	 	 	39	 
		
	         8.3
      Changes in Law Rendering Eurodollar Loans Unlawful	 	 	 	39	 
		
	         8.4
      Funding Losses	 	 	 	40	 
		
	         8.5
      Right of Lenders to Fund through Other Offices	 	 	 	40	 
		
	         8.6
      Discretion of Lenders as to Manner of Funding	 	 	 	40	 
		
	         8.7
      Mitigation of Circumstances; Replacement of Affected Lender	 	 	 	40	 
		
	         8.8
      Conclusiveness of Statements; Survival of Provisions	 	 	 	41	 
		
	SECTION 9
      REPRESENTATIONS AND WARRANTIES	 	 	 	41	 
		
	         9.1
      Organization, etc	 	 	 	41	 
		
	         9.2
      Authorization; No Conflict	 	 	 	41	 
		
	         9.3
      Validity and Binding Nature	 	 	 	42	 
		
	         9.4
      Financial Condition	 	 	 	42	 
		
	         9.5
      No Material Adverse Change	 	 	 	42	 
		
	         9.6
      Litigation and Contingent Liabilities	 	 	 	42	 
		
	         9.7
      Ownership of Properties; Liens	 	 	 	42	 
		
	         9.8
      Subsidiaries	 	 	 	42	 
		
	         9.9
      Pension Plans	 	 	 	43	 
		
	         9.10
      Investment Company Act	 	 	 	43	 
		
	         9.11
      Public Utility Holding Company Act	 	 	 	43	 
		
	         9.12
      Regulation U	 	 	 	43	 
		
	         9.13
      Taxes	 	 	 	43	 
		
	         9.14
      Solvency, etc	 	 	 	43	 
		
	         9.15
      Environmental Matters	 	 	 	44	 
		
	         9.16
      Information	 	 	 	44	 
		
	         9.17
      No Default	 	 	 	44	 
		
	         9.18
      No Burdensome Restrictions	 	 	 	44	 
		
	SECTION 10
      COVENANTS	 	 	 	45	 
		
	         10.1
      Reports, Certificates and Other Information	 	 	 	45	 




	






iii 

















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
	 
		
	 	 	 	 	
    	 
	                  10.1.1
      Audit Report	 	 	 	45	 
		
	                  10.1.2
      Quarterly Reports	 	 	 	45	 
		
	                 10.1.3
      Monthly Reports	 	 	 	45	 
		
	                 10.1.4
      Compliance Certificates	 	 	 	45	 
		
	                 10.1.5
      Reports to SEC and to Shareholders	 	 	 	46	 
		
	                 10.1.6
      Notice of Default, Litigation, ERISA and Environmental Matters	 	 	 	46	 
		
	                 10.1.7
      Subsidiaries	 	 	 	47	 
		
	                 10.1.8
      Management Reports	 	 	 	47	 
		
	                 10.1.9
      Projections	 	 	 	47	 
		
	                 10.1.10
      Borrowing Base Certificate	 	 	 	47	 
		
	                 10.1.11
      Other Information	 	 	 	47	 
	         10.2
      Books, Records and Inspections	 	 	 	47	 
		
	         10.3
      Insurance	 	 	 	48	 
		
	         10.4
      Compliance with Laws, Material Contracts; Payment of Taxes and Liabilities	 	 	 	48	 
		
	         10.5
      Maintenance of Existence, etc	 	 	 	48	 
		
	         10.6
      Financial Covenants	 	 	 	48	 
		
	                  10.6.1
      Fixed Charge Coverage Ratio	 	 	 	48	 
		
	                  10.6.2
      Leverage Ratio	 	 	 	48	 
		
	                  10.6.3
      Minimum Consolidated Net Worth	 	 	 	49	 
		
	                  10.6.4
      Capital Expenditures	 	 	 	49	 
		
	         10.7
      Limitations on Debt	 	 	 	49	 
		
	         10.8
      Liens	 	 	 	50	 
		
	         10.9
      Restricted Payments	 	 	 	51	 
		
	         10.10
      Mergers, Consolidations, Sales	 	 	 	52	 
		
	         10.11
      Use of Proceeds	 	 	 	52	 
		
	         10.12
      Further Assurances	 	 	 	52	 
		
	         10.13
      Transactions with Affiliates	 	 	 	53	 
		
	         10.14
      Employee Benefit Plans	 	 	 	53	 
		
	         10.15
      Environmental Laws	 	 	 	53	 
		
	         10.16
      Unconditional Purchase Obligations	 	 	 	53	 




	





iv 
















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
	 
		
	 	 	 	 	
    	 
	         10.17
      Inconsistent Agreements	 	 	 	53	 
		
	         10.18
      Business Activities	 	 	 	54	 
		
	         10.19
      Advances and Other Investments	 	 	 	54	 
		
	         10.20
      Foreign Subsidiaries	 	 	 	55	 
		
	         10.21
      Interest Rate Protection	 	 	 	55	 
		
	         10.22
      Amendments to Certain Documents	 	 	 	55	 
		
	         10.23
      Real Estate Documents	 	 	 	55	 
		
	         10.24
      Key Management	 	 	 	56	 
		
	         10.25
      Foreign Pledge	 	 	 	56	 
		
	SECTION 11
      EFFECTIVENESS; CONDITIONS OF LENDING, ETC	 	 	 	56	 
		
	         11.1
      Effectiveness	 	 	 	56	 
		
	                 11.1.1
      Notes	 	 	 	56	 
		
	                 11.1.2
      Resolutions	 	 	 	57	 
		
	                 11.1.3
      Maytag Consent	 	 	 	57	 
		
	                 11.1.4
      Other Consents, etc	 	 	 	57	 
		
	                 11.1.5
      Incumbency and Signature Certificates	 	 	 	57	 
		
	                 11.1.6
      Confirmation	 	 	 	57	 
		
	                 11.1.7
      Opinion of Counsel for the Loan Parties	 	 	 	57	 
		
	                 11.1.8
      Financial Information	 	 	 	57	 
		
	                 11.1.9
      Borrowing Base Certificate	 	 	 	57	 
		
	                 11.1.10
      Other	 	 	 	57	 
		
	         11.2
      Conditions to Borrowings to Prepay Seller Subordinated Debt	 	 	 	57	 
		
	                  11.2.1
      Delivery of Compliance Certificate	 	 	 	57	 
		
	                  11.2.2
      Other Conditions	 	 	 	57	 
		
	         11.3
      Conditions to All Credit Extensions	 	 	 	58	 
		
	                  11.3.1
      Compliance with Representations and Warranties, No Default, etc	 	 	 	58	 
		
	                  11.3.2
      Confirmatory Certificate	 	 	 	58	 
		
	SECTION 12
      EVENTS OF DEFAULT AND THEIR EFFECT	 	 	 	58	 
		
	         12.1
      Events of Default	 	 	 	58	 
		
	                  12.1.1
      Non-Payment of the Loans, etc	 	 	 	58	 
		
	                  12.1.2
      Non-Payment of Other Debt	 	 	 	58	 




	





v 


















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
	 
		
	 	 	 	 	
    	 
	                  12.1.3
      Bankruptcy, Insolvency, etc	 	 	 	59	 
		
	                  12.1.4
      Non-Compliance with Provisions of This Agreement	 	 	 	59	 
		
	                  12.1.5
      Representations and Warranties	 	 	 	59	 
		
	                  12.1.6
      Pension Plans	 	 	 	59	 
		
	                  12.1.7
      Judgments	 	 	 	59	 
		
	                  12.1.8
      Invalidity of Subsidiary Guaranty, etc	 	 	 	60	 
		
	                  12.1.9
      Invalidity of Collateral Documents, etc	 	 	 	60	 
		
	                  12.1.10
      Change in Control	 	 	 	60	 
		
	         12.2
      Effect of Event of Default	 	 	 	60	 
		
	SECTION 13
      PARENT GUARANTY	 	 	 	61	 
		
	         13.1
      The Guaranty	 	 	 	61	 
		
	         13.2
      Guaranty Unconditional	 	 	 	61	 
		
	         13.3
      Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances	 	 	 	62	 
		
	         13.4
      Waiver by the Parent	 	 	 	62	 
		
	         13.5
      Delay of Subrogation	 	 	 	62	 
		
	         13.6
      Stay of Acceleration	 	 	 	62	 
		
	SECTION 14
      THE ADMINISTRATIVE AGENT	 	 	 	62	 
		
	         14.1
      Appointment and Authorization	 	 	 	62	 
		
	         14.2
      Delegation of Duties	 	 	 	63	 
		
	         14.3
      Liability of Administrative Agent	 	 	 	63	 
		
	         14.4
      Reliance by Administrative Agent	 	 	 	63	 
		
	         14.5
      Notice of Default	 	 	 	64	 
		
	         14.6
      Credit Decision	 	 	 	64	 
		
	         14.7
      Indemnification	 	 	 	65	 
		
	         14.8
      Administrative Agent in Individual Capacity	 	 	 	66	 
		
	         14.9
      Successor Administrative Agent	 	 	 	66	 
		
	         14.10
      Withholding Tax	 	 	 	67	 
		
	         14.11
      Collateral Matters	 	 	 	68	 
		
	         14.12
      Other Agents	 	 	 	68	 
		
	SECTION 15
      GENERAL	 	 	 	69	 





	






vi 

















	TABLE OF CONTENTS

      (continued)	 	 	 	 	 
	                                                                                                                          	 	 	 	   Page 
 	 
		
	 	 	 	 	
    	 
	         15.1
      Waiver; Amendments	 	 	 	69	 
		
	         15.2
      Confirmations	 	 	 	69	 
		
	         15.3
      Notices	 	 	 	69	 
		
	         15.4
      Computations	 	 	 	70	 
		
	         15.5
      Regulation U	 	 	 	70	 
		
	         15.6
      Costs, Expenses and Taxes	 	 	 	70	 
		
	         15.7
      Subsidiary References	 	 	 	71	 
		
	         15.8
      Captions	 	 	 	71	 
		
	         15.9
      Assignments; Participations	 	 	 	71	 
		
	                 15.9.1
      Assignments	 	 	 	71	 
		
	                 15.9.2
      Participations	 	 	 	72	 
		
	         15.10
      Governing Law	 	 	 	73	 
		
	         15.11
      Counterparts	 	 	 	73	 
		
	         15.12
      Successors and Assigns	 	 	 	73	 
		
	         15.13
      Indemnification by the Company	 	 	 	73	 
		
	         15.14
      Forum Selection and Consent to Jurisdiction	 	 	 	75	 
		
	         15.15
      Waiver of Jury Trial	 	 	 	75	 
		




	





vii 















	




SCHEDULES 










		
	SCHEDULE 1.1	 	Pricing Schedule	 
	SCHEDULE 2	 	Other Leases	 
	SCHEDULE 2.1	 	Lenders and Percentages	 
	SCHEDULE 6.1(a)	 	Amortization of Term A Loans	 
	SCHEDULE 6.1(b)	 	Amortization of Term B Loans	 
	SCHEDULE 9.6	 	Litigation and Contingent Liabilities	 
	SCHEDULE 9.7	 	Ownership of Properties; Liens	 
	SCHEDULE 9.8	 	Subsidiaries	 
	SCHEDULE 9.15	 	Environmental Matters	 
	SCHEDULE 10.7(h)	 	Existing Debt	 
	SCHEDULE 10.8	 	Existing Liens	 
	SCHEDULE 10.19	 	Existing Investments	 
	SCHEDULE 15.3	 	Addresses for Notices	 




	




EXHIBITS 







		
	EXHIBIT A	 	Form of Note (Section 3.1)	 
	EXHIBIT B	 	Form of Compliance Certificate (Secti	 
	EXHIBIT C	 	Copy of Subsidiary Guaranty (Section	 
	EXHIBIT D	 	Copy of Security Agreement (Section 1	 
	EXHIBIT E	 	Copy of U.S. Pledge Agreement (Sectio	 
	EXHIBIT F	 	Form of Assignment Agreement (Section	 
	EXHIBIT G	 	Form of Borrowing Base Certificate (S	 
	EXHIBIT H	 	Form of Confirmation (Section 11.1)	 




	



 viii 


















	




AMENDED AND RESTATED
CREDIT AGREEMENT 



     This
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2002 (this
“Agreement”) is entered into among MIDDLEBY MARSHALL INC., a
Delaware corporation (the “Company”), THE MIDDLEBY CORPORATION,
a Delaware corporation (the “Parent”), various financial
institutions (together with their respective successors and assigns, the
“Lenders”) and BANK OF AMERICA, N.A. (in its individual
capacity, “Bank of America”), as administrative agent for the
Lenders. 



     WHEREAS,
the Company, the Parent, various financial institutions and Bank of America, as
administrative agent, have entered into a credit agreement dated as of December
21, 2001 (as amended, the “Existing Credit Agreement”); 



     WHEREAS,
the parties hereto have agreed to amend and restate the Existing Credit
Agreement pursuant to this Agreement; and 



     WHEREAS,
the parties hereto intend that this Agreement and the documents executed in
connection herewith not effect a novation of the obligations of the Company and
the Parent under the Existing Credit Agreement, but merely a restatement of and,
where applicable, an amendment to the terms governing such obligations; 



     NOW,
THEREFORE, in consideration of the mutual agreements contained herein and for
other good and valuable consideration, the receipt of which are hereby
acknowledged, the parties hereto agree as follows: 



     SECTION
1. DEFINITIONS.  



     1.1
Definitions. When used herein the following terms shall have the following meanings:  



     Account
Debtor means any Person who is obligated to the Company or any Subsidiary
Guarantor under an Account Receivable. 



     Account
Receivable means, with respect to any Person, any right of such Person to
payment for goods sold or leased or for services rendered. 



     Acquisition
means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of a
Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary). 



     ACS
Payment means, collectively, the prepayment in full of all Senior
Subordinated Debt, the payment made with respect to the purchase, repurchase or
redemption in full of the warrants issued by the Parent in connection with the
Senior Subordinated Debt and the payment of all prepayment fees and costs
associated therewith. 




 


















	


     Adjusted
Working Capital means, at any time, the excess of: 









		(a) 		(i)
the consolidated current assets of the Parent and its Subsidiaries less (ii) the
amount of cash and cash equivalents included in such                consolidated current
assets; 







		over		






		(b) 		(i)
consolidated current liabilities of the Parent and its Subsidiaries less (ii) the
amount of short-term Debt (including current maturities of                long-term Debt)
of the Parent and its Subsidiaries included in such consolidated                current
liabilities. 






	


     Administrative
Agent means Bank of America in its capacity as administrative agent for the
Lenders hereunder and any successor thereto in such capacity. 



     Affected
Lender means any Lender that has given notice to the Company (which has not
been rescinded) of (i) any obligation by the Company to pay any amount
pursuant to Section 7.6 or 8.1 or (ii) the
occurrence of any circumstances of the nature described in
Section 8.2 or 8.3. 



     Affiliate
of any Person means (i) any other Person which, directly or indirectly, controls
or is controlled by or is under common control with such Person and (ii) any
officer or director of such Person. 



     Agent-Related
Persons means Bank of America or any successor agent arising under
Section 14.9, together with their respective Affiliates (including, in
the case of Bank of America, Banc of America Securities LLC), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates. 



      Agreement
— see the Preamble. 



     Asset
Sale means the sale, lease, assignment or other transfer for value by the
Company or any Subsidiary to any Person (other than the Company or any
Subsidiary) of any asset or right of the Company or such Subsidiary (including
any sale or other transfer of stock of any Subsidiary, whether by merger,
consolidation or otherwise), excluding (a) the sale or lease of Inventory in the
ordinary course of business, (b) license agreements entered into by the Company
or any Subsidiary, as licensor, in the ordinary course of business for the use
of any intellectual property or other intangible asset of the Company or such
Subsidiary, (c) sales or discounts of accounts receivable in the ordinary course
of business in connection with the compromise or collection thereof, which sales
shall be without recourse to the Company or any Subsidiary and (d) other sales
or transfers of assets in an aggregate amount not exceeding $500,000 in any
Fiscal Year. 



      Assignee
— see Section 15.9.1. 



      Assignment
Agreement — see Section 15.9.1. 



      Bank
of America — see the Preamble. 



2 

















	




     Base
Rate means at any time the greater of (a) the Federal Funds Rate plus
0.5% and (b) the Prime Rate. 



     Base
Rate Loan means any Loan which bears interest at or by reference to the Base
Rate. 



      Base
Rate Margin — see Schedule 1.1.  



     Blodgett
means Blodgett Holdings Inc., a Delaware corporation. 



     Blodgett
Acquisition Agreement means the Stock Purchase Agreement dated as of August
30, 2001 between the Company (as assignee of the Parent) and Maytag Corporation,
including all schedules, annexes and exhibits thereto, as amended on or prior to
the Effective Time. 



     Borrowing
Base means the sum of (a) 85% of Eligible Accounts Receivable plus
(b) 50% of Eligible Inventory measured at the lower of cost or fair market
value. 



     Borrowing
Base Certificate means a borrowing base certificate executed by a
Responsible Financial Officer of the Company substantially in the form of
Exhibit G. 



     Business
Day means any day (other than a Saturday or Sunday) on which Bank of America
is open for commercial banking business in Chicago, Charlotte, Dallas and New
York and, in the case of a Business Day which relates to a Eurodollar Loan, on
which dealings are carried on in the London interbank eurodollar market. 



     Capital
Expenditures means all expenditures which, in accordance with GAAP, would be
required to be capitalized and shown on the consolidated balance sheet of the
Parent, but excluding expenditures made in connection with the replacement,
substitution or restoration of assets to the extent financed (i) from insurance
proceeds (or other similar recoveries) paid on account of the loss of or damage
to the assets being replaced or restored or (ii) with awards of compensation
arising from the taking by eminent domain or condemnation of the assets being
replaced. 



     Capital
Lease means, with respect to any Person, any lease of (or other agreement
conveying the right to use) any real or personal property by such Person that,
in conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of such Person. 



     Cash
Equivalent Investment means, at any time, (a) any evidence of Debt, maturing
not more than one year after such time, issued or guaranteed by the United
States Government or any agency thereof, (b) commercial paper, maturing not more
than one year from the date of issue, or corporate demand notes, in each case
(unless issued by a Lender or its holding company) rated at least A-l by
Standard & Poor’s Ratings Group or P-l by Moody’s Investors
Service, Inc. (or carrying an equivalent rating by an internationally-recognized
rating agency), (c) any certificate of deposit (or time deposits represented by
such certificates of deposit) or bankers acceptance, maturing not more than one
year after such time, or overnight Federal Funds transactions or money market
deposit accounts that are issued or sold by, or maintained with, a Lender, (d)
any repurchase agreement entered into with any Lender which (i) is secured by a
fully perfected security interest in any obligation of the type described in any
of clauses (a) through (c) and (ii) has a market value at the time
such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such Lender thereunder, (e) investments in short-term
asset management accounts offered by any Lender for the purpose of investing in
loans to any corporation (other than the Parent or an Affiliate of the Parent),
state or municipality, in each case organized under the laws of any state of the
United States or of the District of Columbia, (f) securities with maturities of
six months or less from the date of acquisition backed by standby letters of
credit issued by any Lender, or (g) shares of money market mutual or similar
funds which invest exclusively in assets satisfying the requirements of
clauses (a) through (f) of this definition. 



3 

















	




     Change
in Control means an event or series of events by which: (a) any
“person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i)
William Whitman, Jr. and any Related Person and (ii) any employee benefit plan
of the Parent or any Subsidiary, or any Person acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, except that a person shall be deemed to have
“beneficial ownership” of all securities that such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of outstanding shares of voting
stock of the Parent in excess of the amount of shares of such stock owned by
William Whitman, Jr. and the Related Persons; (b) William Whitman, Jr. and his
spouse (or, after the death of William Whitman, Jr., the Related Persons) shall
fail to own at least 15% of the total voting power of all outstanding shares of
voting stock of the Parent; provided that the calculation
of the percentage of the total voting power of all outstanding shares of voting
stock of the Parent (the “Parent Voting Shares”) owned by William
Whitman, Jr. and his spouse (or, after the death of William Whitman, Jr., the
Related Persons) shall be computed without giving effect to any dilution caused
by the issuance of any Parent Voting Shares (i) to officers, employees or
directors of the Parent or any Subsidiary pursuant to any stock option, benefit
or compensation plan and/or (ii) pursuant to a public offering of Parent Voting
Shares; (c) individuals who at the Effective Time were directors of the Parent
(the “Incumbent Board”) shall cease for any reason to constitute a
majority of the board of directors of the Parent; provided that any
individual becoming a director subsequent to the Effective Time whose election,
or nomination for election by the Parent’s shareholders, was approved by
the requisite vote of the then Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any “person” or
“group” other than a solicitation for the election of one or more
directors by or on behalf of the board of directors; or (d) so long as Section
2.2 of the NPWPA remains in effect, any Parent Transaction (as defined in the
NPWPA) shall occur. 



     Code
means the Internal Revenue Code of 1986. 



     Collateral
Access Agreement means an agreement, in form and substance reasonably
acceptable to the Administrative Agent, between the Administrative Agent and a
third party relating to Inventory of the Company or any Subsidiary Guarantor
located on the property of such third party. 



4 

















	




     Collateral
Documents means the U.S. Pledge Agreement, the Security Agreement, each
Mortgage and any other agreement pursuant to which any Loan Party grants
collateral to the Administrative Agent for the benefit of the Lenders. 



     Commitment
means, as to any Lender, such Lender’s commitment to make Loans, and (if
applicable) to issue or participate in Letters of Credit and to participate in
Swing Line Loans, under this Agreement. 



      Commitment
Fee Rate — see Schedule 1.1.  



      Company
— see the Preamble.  



     Computation
Period means each period of four consecutive Fiscal Quarters ending on the
last day of a Fiscal Quarter. 



     Condition
means any condition that results in or otherwise relates to any Environmental
Claim. 



     Confirmation
means a confirmation agreement substantially in the form of Exhibit H. 



     Consolidated
Net Income means, with respect to the Parent and its Subsidiaries for any
period, the net income (or loss) of the Parent and its Subsidiaries for such
period, excluding (a) any extraordinary gains during such period and (b)
any foreign exchange translation gains or losses that might appear on or be
reflected in the consolidated statement of earnings of the Parent and its
Subsidiaries on a consolidated basis for such period. 



     Consolidated
Net Worth means, at any date, the sum of (a) consolidated stockholders’
equity (excluding any equity attributable to any preferred stock which is
mandatorily redeemable, or redeemable at the option of the holder thereof, prior
to one year following the final stated maturity of the Term Loans) of the Parent
and its Subsidiaries as of such date and (b) to the extent deducted in computing
the amount in clause (a), all Special Charges taken after September 29,
2001. 



     Controlled
Group means all members of a controlled group of corporations and all
members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Parent, are treated
as a single employer under Section 414 of the Code or Section 4001 of ERISA. 



     Credit
Extension means the making of any Loan or the issuance of any Letter of
Credit. 



     Debt
of any Person means, without duplication, (a) all indebtedness of such Person
for borrowed money, whether or not evidenced by bonds, debentures, notes or
similar instruments, (b) all obligations of such Person as lessee under Capital
Leases which have been or should be recorded as liabilities on a balance sheet
of such Person in accordance with GAAP, (c) all obligations of such Person to
pay the deferred purchase price of property or services (excluding trade
accounts payable in the ordinary course of business), (d) all indebtedness
secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person (it being understood that if
such Person has not assumed or otherwise become personally liable for any such
indebtedness, the amount of the Debt of such Person in connection therewith
shall be limited to the lesser of the face amount of such indebtedness or the
fair market value of all property of such Person securing such indebtedness),
(e) all obligations, contingent or otherwise, with respect to the face amount of
all letters of credit (whether or not drawn) and banker’s acceptances
issued for the account of such Person (including the Letters of Credit), (f) all
Hedging Obligations of such Person, (g) all Suretyship Liabilities of such
Person in respect of obligations of the types referred to in clauses (a)
through (f) and (h) all Debt of any partnership in which such Person is a
general partner. 



5 

















	




     Dollar
and the sign “$” mean lawful money of the United States of
America. 



     EBITDA
means, for any period, Consolidated Net Income for such period plus to
the extent deducted in determining such Consolidated Net Income, Interest
Expense, non-cash foreign exchange gains and losses, and non-cash losses with
respect to Hedging Obligations, income tax expense, depreciation and
amortization for such period. 



      Effective
Time — see Section 11.1.  



     Eligible
Account Receivable means an Account Receivable owing to the Company or any
Subsidiary Guarantor (or, so long as such Account Receivable is insured,
pursuant to documentation reasonably acceptable to the Administrative Agent, by
an insurance company approved by the Administrative Agent, any Foreign
Subsidiary that is not prohibited from paying, directly or indirectly, dividends
to the Company) which meets each of the following requirements: (a) it is
payable in Dollars (or, in the case of an Account Receivable owing to a Foreign
Subsidiary, in a currency that is convertible into Dollars in the ordinary
course of the Administrative Agent’s business); (b) it arises from the sale
of goods or the rendering of services by the Company or such Subsidiary, such
goods or services comply with the applicable Account Debtor’s
specifications (if any) and, if it arises from the sale of goods, such sale is
final and such goods have been delivered to and accepted by the applicable
Account Debtor; (c) it (i) is (or, in the case of an Account Receivable owing to
a Foreign Subsidiary, the rights under the applicable insurance policy are)
subject to a perfected Lien in favor of the Administrative Agent and (ii) is not
subject to any other assignment, claim or Lien (other than Liens permitted by
Section 10.8(a)); (d) it is a valid, legally enforceable and
unconditional obligation of the applicable Account Debtor, is not contingent in
any respect or for any reason, and is not subject to any offset, deduction,
counterclaim, credit, allowance, discount, rebate or adjustment by such Account
Debtor or to any claim by such Account Debtor denying liability thereunder in
whole or in part, provided that (i) if any offset, deduction,
counterclaim, credit, allowance, rebate or adjustment is asserted, or discount
is granted, the Account Receivable shall only be ineligible pursuant to this
clause (d) to the extent of the same, and (ii) no Account Receivable
shall be ineligible, or be reduced pursuant to clause (i) on account of,
(A) rebates which are given to Account Debtors in the ordinary course of
business consistent with past practice for volume purchases to the extent that
the aggregate amount thereof does not exceed $2,000,000 at any time, and (B)
warranty claims asserted by Account Debtors to the extent that the aggregate
amount thereof does not exceed $2,000,000 at any time; (e) there is no
bankruptcy, insolvency or liquidation proceeding by or against the Account
Debtor with respect thereto; (f) the Account Debtor with respect thereto is a
resident or citizen of, and is located within, the United States or Canada,
unless the sale of goods or services giving rise to such Account Receivable is
on letter of credit, banker’s acceptance, credit insurance or other credit
support terms reasonably satisfactory to the Administrative Agent; (g) it is not
an Account Receivable arising from a “sale on approval,” “sale or
return,” “consignment” or “bill and hold” or subject to
any other repurchase or return agreement; (h) it is not an Account Receivable
with respect to which possession and/or control of the goods sold giving rise
thereto is held, maintained or retained by the Company or such Subsidiary (or by
any agent or custodian of such Person) for the account of or subject to further
and/or future direction from the Account Debtor with respect thereto; (i) it
arises in the ordinary course of business of the Company or such Subsidiary; (j)
if the Account Debtor is the United States or any department, agency or
instrumentality thereof, the Company or such Subsidiary has assigned its right
to payment of such Account Receivable to the Administrative Agent pursuant to
the Assignment of Claims Act of 1940; (j) if the Company or such Subsidiary
maintains a credit limit for an Account Debtor, the aggregate dollar amount of
Accounts Receivable due from such Account Debtor, including such Account
Receivable, does not exceed such credit limit (provided that if any such
credit limit is exceeded, otherwise eligible Accounts Receivable will be
ineligible only to the extent of such excess); (k) such Account Receivable is
not more than (i) 60 days past the due date thereof or (ii) 90 days (or, in the
case of an Account Receivable owing to a Foreign Subsidiary, 180 days) past the
original invoice date thereof, in each case according to the original terms of
sale; (l) the Account Debtor with respect thereto is not any Loan Party or an
Affiliate thereof; (m) except with respect to an Account Receivable owing to a
Foreign Subsidiary, it is not owed by an Account Debtor with respect to which
25% or more of the aggregate amount of outstanding Accounts Receivable owed at
such time by such Account Debtor is classified as ineligible under clause
(k) of this definition; (n) the Account Receivable is not evidenced by a
promissory note or chattel paper unless such promissory note or chattel paper
has been pledged and delivered to the Administrative Agent; and (o) other than a
prohibition which may be retroactively cured with de minimis expense, the
Company or such Subsidiary is not subject to a prohibition by the laws of the
state or other jurisdiction where the Account Debtor is located from bringing an
action in the courts of that state or other jurisdiction to enforce the Account
Debtor’s obligation to pay the Account Receivable. 



6 

















	




     An
Account Receivable which is at any time an Eligible Account Receivable, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be an Eligible Account Receivable. With respect to any
Account Receivable, if the Administrative Agent at any time hereafter determines
that the prospect of payment or performance by the Account Debtor with respect
thereto is impaired for any reason whatsoever, such Account shall cease to be an
Eligible Account five Business Days after notice of such determination is given
to the Company. 



     Eligible
Assignee means (a) a commercial bank organized under the laws of the United
States, or any state thereof, and having a combined capital and surplus of at
least $100,000,000; (b) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development or a political subdivision of any such country, and having a
combined capital and surplus of at least $100,000,000, provided that such bank
is acting through a branch or agency located in the United States; (c) a Person
that is primarily engaged in the business of commercial banking and that is (i)
a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender is a
Subsidiary or (iii) a Person of which a Lender is a Subsidiary; (d) as to the
Term Loans, (i) an “accredited investor”, as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933 (other than the
Parent or an Affiliate of the Parent) or (ii) a finance company, insurance
company or other financial institution or fund (whether a corporation,
partnership, trust or other entity) that is primarily engaged in the business of
making, purchasing or otherwise investing in commercial loans; and (e) any other
Person approved by the Parent and the Administrative Agent. 




7 

















	




     Eligible
Inventory means Inventory of the Company or any Subsidiary Guarantor which
meets each of the following requirements: (a) it (i) is subject to a perfected
Lien in favor of the Administrative Agent and (ii) is not subject to any other
assignment, claim or Lien (other than Liens permitted by Section
10.8(a)); (b) it consists of raw materials which are usable or finished
goods salable in the ordinary course of the Company’s or such Subsidiary
Guarantor’s business; (c) it is not Inventory produced in violation of the
Fair Labor Standards Act and subject to the “hot goods” provisions
contained in Title 29 U.S.C. §215; (d) if Inventory is held by a third
Person or is located at property leased by the Company or a Subsidiary
Guarantor, as lessee, such Person or the lessor of such property, as applicable,
has delivered a Collateral Access Agreement to the Administrative Agent; (e) it
is not subject to any agreement which would restrict the Administrative
Agent’s ability to sell or otherwise dispose of such Inventory; (f) it is
located in the United States or in any territory or possession of the United
States that has adopted Article 9 of the Uniform Commercial Code; (g) it is not
“in transit” to a Person other than the Company or such Subsidiary
Guarantor; (h) it is not held by the Company or such Subsidiary Guarantor on
consignment; (i) it is not “work in progress”; (j) it is not placed on
consignment; and (k) it is not reserved against for obsolescence. 




     Inventory
which is at any time Eligible Inventory but which subsequently fails to meet any
of the foregoing requirements shall forthwith cease to be Eligible Inventory.
With respect to any Inventory, if the Administrative Agent at any time hereafter
determines that such Inventory is unacceptable due to age, type, category,
quality or quantity, such Inventory shall cease to be Eligible Inventory five
Business Days after notice of such determination is given to the Company. 



     Environmental
Claims means all claims, however asserted, by any governmental, regulatory
or judicial authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release of
hazardous substances or injury to the environment. 



     Environmental
Laws means all federal, state or local laws, statutes, common law duties,
rules, regulations, ordinances and codes, together with all administrative
orders, directed and enforceable duties, licenses, authorizations and permits
of, and agreements with, any governmental authority, in each case relating to
environmental matters. 



     ERISA
means the Employee Retirement Income Security Act of 1974. 



     Eurocurrency
Reserve Percentage means, with respect to any Eurodollar Loan for any
Interest Period, a percentage (expressed as a decimal) equal to the daily
average during such Interest Period of the percentage in effect on each day of
such Interest Period, as prescribed by the FRB, for determining the aggregate
maximum reserve requirements applicable to “Eurocurrency Liabilities”
pursuant to Regulation D or any other then applicable regulation of the FRB
which prescribes reserve requirements applicable to “Eurocurrency
Liabilities” as presently defined in Regulation D. 



8 

















	




     Eurodollar
Loan means any Loan which bears interest at a rate determined by reference
to the Eurodollar Rate (Reserve Adjusted). 



      Eurodollar
Margin — see Schedule 1.1.  



     Eurodollar
Office means with respect to any Lender the office or offices of such Lender
which shall be making or maintaining the Eurodollar Loans of such Lender
hereunder or, if applicable, such other office or offices through which such
Lender determines the Eurodollar Rate. A Eurodollar Office of any Lender may be,
at the option of such Lender, either a domestic or foreign office. 



     Eurodollar
Rate means for any Interest Period with respect to any Eurodollar Loan: 



     (a)          the
rate per annum equal to the rate determined by the Administrative Agent to           be
the offered rate that appears on page 3750 of the Telerate screen (or any
          successor thereto) as the average British Bankers Association Interest
          Settlement Rate for deposits in Dollars (for delivery on the first day of such
          Interest Period) with a term equivalent to such Interest Period, determined as
          of approximately 11:00 a.m. (London time) two Business Days prior to the first
          day of such Interest Period; or  



     (b)          if
the rate referenced in the preceding clause (a) does not appear on           such
page or service or such page or service shall cease to be available, the           rate
per annum equal to the rate determined by the Administrative Agent to be           the
offered rate on such other page or other service that displays an average
          British Bankers Association Interest Settlement Rate for deposits in Dollars
          (for delivery on the first day of such Interest Period) with a term equivalent
          to such Interest Period, determined as of approximately 11:00 a.m. (London
time)           two Business Days prior to the first day of such Interest Period; or  



     (c)          if
the rates referenced in the preceding clauses (a) and (b) are           not
available, the rate per annum determined by the Administrative Agent as the
          rate of interest (rounded upward to the next 1/100th of 1%) at which deposits
in           Dollars for delivery on the first day of such Interest Period in same day
funds           in the approximate amount of the Eurodollar Loan being made, continued or
          converted by Bank of America and with a term equivalent to such Interest Period
          would be offered by Bank of America’s London Branch to major banks in the
          offshore Dollar market at their request at approximately 11:00 a.m. (London
          time) two Business Days prior to the first day of such Interest Period.  



     Eurodollar
Rate (Reserve Adjusted) means, with respect to any Eurodollar Loan for any
Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined pursuant to the following formula: 








	 	
      Eurodollar
        Rate

        (Reserve Adjusted) 

    	 	 	=	 	 	 Eurodollar
      Rate

      
      

    	 	 
	               	 	 	 	 	 	 	1-Eurocurrency
    	 	 
	 	
      

    	 	    	 	    	 	
      Reserve
        Percentage

    	 	 






	


9 

















	





     Event
of Default means any of the events described in Section 12.1. 



     Excess
Cash Flow means, for any period, the remainder of 








		(a)		EBITDA
for such period, 




	



     less 








		(b) 		the
sum, without duplication of







	 	     (i)
repayments of principal of Term Loans pursuant to Section 6.1, regularly
          scheduled principal payments arising with respect to any other long-term Debt
of           the Parent or any Subsidiary, the portion allocable to principal of any
          regularly scheduled payment with respect to any Capital Lease and, to the
extent           not deducted in determining Consolidated Net Income for such period,
regularly           scheduled payments of any Other Lease, in each case made during such
period, 





	



      plus 









	 	     (ii)          voluntary
prepayments of the Term Loans pursuant to Section 6.3.1 during           such
period, 






	



      plus 












	 	     (iii)          cash
payments made in such period with respect to Capital Expenditures (to the
          extent permitted hereunder), 






	



      plus 









	 	     (iv)          all
federal, state, local and foreign income taxes paid by the Parent and its
          Subsidiaries during such period, 






	



      plus 









	 	     (v)          cash
Interest Expense of the Parent and its Subsidiaries during such period, 






	



      plus 










	 	     (vi)          any
increase in Adjusted Working Capital during such period, 






	



      minus 











	 	     (vii)          any
decrease in Adjusted Working Capital during such period, 







	





      plus 






10 




















	 	     (viii)
          the amount of any prepayment made during such period with Net Cash Proceeds of
          Asset Sales to the extent the amount of such Net Cash Proceeds is included in
          the calculation of Consolidated Net Income for such period. 






	



     Exemption
Representation — see Section 7.6.  



     Eximbank
Financing Agreements means, collectively, the agreements among the Company
and/or one or more Subsidiaries, the Export-Import Bank of the United States or
any affiliate thereof (so long as such affiliate has been approved by the
Administrative Agent) and, if applicable, one or more banks or other lending
institutions relating to the financing of foreign accounts receivable and/or
foreign inventory of the Company and/or one or more Subsidiaries. 



      Existing
Credit Agreement – see the recitals.  



     Existing
Letters of Credit means the letters of credit outstanding under the Existing
Credit Agreement immediately prior to the amendment and restatement thereof
pursuant hereto. 



      Existing
Loans — see Section 1.3(b).  



     Federal
Funds Rate means, for any day, the rate set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Federal Reserve Bank of New York (including any such successor publication,
“H.15(519)”) on the preceding Business Day opposite the caption
“Federal Funds (Effective)"; or, if for any relevant day such rate is
not so published on any such preceding Business Day, the rate for such day will
be the arithmetic mean as determined by the Administrative Agent of the rates
for the last transaction in overnight Federal funds arranged prior to 9:00 a.m.
(New York City time) on that day by each of three leading brokers of Federal
funds transactions in New York City selected by the Administrative Agent. 



     Fiscal
Quarter means each 13-week period during a Fiscal Year, beginning with the
first day of such Fiscal Year. 



     Fiscal
Year means the fiscal year of the Company and its Subsidiaries, which period
shall be the 12-month period ending on the Saturday closest to December 31 of
each year. References to a Fiscal Year with a number corresponding to any
calendar year (e.g., “Fiscal Year 2002”) refer to the Fiscal Year
ending on the Saturday closest to December 31 of such calendar year. 



     Fixed
Charge Coverage Ratio means, as of the last day of any Computation Period,
the ratio of (a) the result of (i) Pro Forma EBITDA for such Computation Period
less (ii) Capital Expenditures for such Computation Period less (iii) cash
income tax expense for such Computation Period to (b) the sum of (i) Interest
Expense to the extent payable in cash for such Computation Period plus (ii) the
Scheduled Loan Payments (as defined below) for such Computation Period plus
(iii) the actual aggregate amount of all other scheduled principal payments on
Debt (other than Debt permitted by Section 10.7(k)) made by the Parent
and its Subsidiaries during such Computation Period; provided that: 









	 	     (x) in
calculating Capital Expenditures, capital expenditures of any Person (or
               division or similar business unit) acquired by the Parent or any of its
               Subsidiaries during such period shall be included on a pro forma basis for
such                period and the capital expenditures of any Person (or division or
similar                business unit) disposed of by the Parent or any of its
Subsidiaries during such                period shall be excluded on a pro forma basis for
such period; and 






	



11 



















	 	     (y)                  in
calculating Interest Expense, any Debt incurred or assumed in connection with
               any Acquisition shall be assumed to have been incurred or assumed on the
first                day of such period and any Debt assumed by any Person (other than
the Parent or                any of its Subsidiaries) in connection with the disposition
of any Person (or                division or similar business unit) disposed of by the
Parent or any of its                Subsidiaries during such period shall be assumed to
have been repaid on the                first day of such period. 






	


     For
purposes of clause (b)(ii) above, “Scheduled Loan Payments” means (A)
for the Computation Periods ending December 28, 2002 and March 29, 2003,
$11,000,000, (B) for the Computation Periods ending June 28, 2003 and
September 27, 2003, $12,000,000, and (C) for any Computation Period ending
thereafter, the amount of principal payments of the Loans scheduled to be made
during such Computation Period. 



     Foreign
Subsidiary means each Subsidiary of the Parent which is organized under the
laws of any jurisdiction other than, and which is conducting the majority of its
business outside of, the United States or any state thereof. 



     FRB
means the Board of Governors of the Federal Reserve System or any successor
thereto. 



     Funded
Debt means all Debt of the Parent and its Subsidiaries, excluding (i)
contingent obligations in respect of undrawn letters of credit and Suretyship
Liabilities (except, in each case, to the extent constituting Suretyship
Liabilities in respect of Debt of a Person other than the Company or any
Subsidiary), (ii) Hedging Obligations, (iii) Debt of the Company to Subsidiaries
and Debt of Subsidiaries to the Company or to other Subsidiaries and (iv) Debt
of Parent to the Company. 



     GAAP
means generally accepted accounting principles set forth from time to time in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination. 



      Group
— see Section 2.2.1.  



     Guaranteed
Obligations means (a) all obligations of the Company to the Administrative
Agent or any Lender, howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to become
due, which arise under this Agreement or any other Loan Document (including with
respect to Letters of Credit) and (b) all Hedging Obligations of the Company to
any Lender or any affiliate of a Lender. 




12















	





     Hedging
Agreements means any interest rate, currency or commodity swap agreement,
cap agreement or collar agreement, and any other agreement or arrangement
designed to protect such Person against fluctuations in interest rates, currency
exchange rates or commodity prices. 



     Hedging
Obligations means, with respect to any Person, all liabilities of such
Person under Hedging Agreements. 



     Immaterial
Law means any provision of any Environmental Law the violation of which will
not (a) violate any judgment, decree or order which is binding upon the Parent
or any Subsidiary, (b) result in or threaten any injury to public health or the
environment or any material damage to the property of any Person or (c) result
in any liability or expense (other than any de minimis liability or expense) for
the Parent or any Subsidiary; provided that no provision of any Environmental
Law shall be an Immaterial Law if the Administrative Agent has notified the
Parent or the Company that the Required Lenders have determined in good faith
that such provision is material. 



     Interest
Expense means, for any Computation Period, the consolidated interest expense
of the Parent and its Subsidiaries for such Computation Period (including all
imputed interest on Capital Leases but excluding interest on Senior Subordinated
Debt). 



     Interest
Period means, as to any Eurodollar Loan, the period commencing on the date
such Loan is borrowed or continued as, or converted into, a Eurodollar Loan and
ending on the date one, two, three or six months thereafter, as selected by the
Company pursuant to Section 2.2.2 or 2.2.3; provided that: 











	 	     (i)
          if any Interest Period would otherwise end on a day that is not a Business Day,
          such Interest Period shall be extended to the following Business Day unless the
          result of such extension would be to carry such Interest Period into another
          calendar month, in which event such Interest Period shall end on the preceding
          Business Day; 






	 	     (ii)
          any Interest Period for a Eurodollar Loan that begins 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 Business Day of the calendar month at the
          end of such Interest Period; 






	 	     (iii)
          the Company may not select any Interest Period for any Revolving Loan which
          would extend beyond the scheduled Revolving Termination Date; and 






	 	     (iv)
          (A) the Company may not select any Interest Period for a Term A Loan if, after
          giving effect to such selection, the aggregate principal amount of all Term A
          Loans having Interest Periods ending after any date on which an installment of
          the Term A Loans is scheduled to be repaid would exceed the aggregate principal
          amount of the Term A Loans scheduled to be outstanding after giving effect to
          such repayment; and (B) the Company may not select any Interest Period for a
          Term B Loan if, after giving effect to such selection, the aggregate principal
          amount of all Term B Loans having Interest Periods ending after any date on
          which an installment of the Term B Loans is scheduled to be repaid would exceed
          the aggregate principal amount of the Term B Loans scheduled to be outstanding
          after giving effect to such repayment. 






	



13 



















	







     Inventory
has the meaning assigned to such term in the Uniform Commercial Code as in
effect in the State of Illinois from time to time. 



     Investment
means, relative to any Person, (a) any loan or advance made by such Person to
any other Person (excluding prepaid expenses in the ordinary course of business,
accounts receivable arising in the ordinary course of business and commission,
travel, relocation or similar loans or advances made to directors, officers and
employees of the Parent or any of its Subsidiaries), (b) any Suretyship
Liability of such Person, (c) any ownership or similar interest held by such
Person in any other Person and (d) deposits and the like relating to prospective
Acquisitions. 



     Issuing
Lender means Bank of America in its capacity as an issuer of Letters of
Credit hereunder and any other Revolving Lender which, with the written consent
of the Company and the Administrative Agent (such consents not to be
unreasonably withheld), is the issuer of one or more Letters of Credit. 



     L/C
Application means, with respect to any request for the issuance of a Letter
of Credit, a letter of credit application in the form being used by the
applicable Issuing Lender at the time of such request for the type of letter of
credit requested; provided that to the extent any such letter of credit
application is inconsistent with any provision of this Agreement, the applicable
provision of this Agreement shall control. 



      LC
Fee Rate — see Schedule 1.1.  



     Lead
Arranger means Banc of America Securities LLC in its capacity as arranger of
the facilities hereunder. 



     Lender
— see the Preamble. References to the “Lenders” and to the
“Revolving Lenders” shall include the Issuing Lender and the Swing
Line Lender; for purposes of clarification only, to the extent that Bank of
America (or any successor Issuing Lender or Swing Line Lender) may have rights
or obligations in addition to those of the other Lenders or the other Revolving
Lenders, as applicable, due to its status as Issuing Lender or Swing Line
Lender, its status as such will be specifically referenced. 



      Letter
of Credit — see Section 2.1.2.  



     Leverage
Ratio means, as of the last day of any Fiscal Quarter, the ratio of (i)
Funded Debt as of such day to (ii) Pro Forma EBITDA for the Computation Period
ending on such day. 



     Lien
means, with respect to any Person, any interest granted by such Person in any
real or personal property, asset or other right owned or being purchased or
acquired by such Person which secures payment or performance of any obligation
and shall include any mortgage, lien, encumbrance, charge or other security
interest of any kind, whether arising by contract, as a matter of law, by
judicial process or otherwise. 



     Loan
means a Revolving Loan, a Swing Line Loan or a Term Loan. 




14 
















	













     Loan
Documents means this Agreement, the Notes, the Subsidiary Guaranty, the
Confirmation, the L/C Applications and the Collateral Documents. 



     Loan
Parties means the Parent, the Company and each Subsidiary Guarantor, and
“Loan Party” means any of them. 












     Manage
and Management mean generation, production, handling, distribution,
processing, use, storage, treatment, operation, transportation, recycling, reuse
and/or disposal, as such terms are defined in applicable Environmental Laws. 



     Margin
Stock means any “margin stock” as defined in Regulation U of the
FRB. 



     Material
Adverse Effect means (a) a material adverse change in, or a material adverse
effect upon, the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries taken as a whole, or (b) a material adverse effect upon any
substantial portion of the collateral under the Collateral Documents or upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document (other than as a result of a Person ceasing to be a Loan Party
as a result of a transaction permitted hereunder). 



     Mortgage
means a mortgage, deed of trust, leasehold mortgage or similar instrument
granting the Administrative Agent a Lien on real property owned or leased by the
Company or any Subsidiary Guarantor. 



     Multiemployer
Pension Plan means a multiemployer plan, as such term is defined in Section
4001(a)(3) of ERISA, and to which the Company or any member of the Controlled
Group may have any liability. 



      Net
Cash Proceeds means: 








		(a) 		    with
respect to any Asset Sale, the aggregate cash proceeds (including cash
               proceeds received by way of deferred payment of principal pursuant to a
note,                installment receivable or otherwise, but only as and when received)
received by                the Company or any Subsidiary pursuant to such Asset Sale, net
of (i) the direct                costs relating to such Asset Sale (including brokerage
fees, sales and other                commissions, legal, accounting and investment
banking fees, survey costs, title                insurance premiums and other customary
fees and expenses incurred in connection                therewith), (ii) taxes paid or
reasonably estimated by the Company to be payable                as a result thereof
(after taking into account any available tax credits or                deductions and any
tax sharing arrangements), (iii) amounts required to be                applied to the
repayment of principal of any Debt (and related prepayment                premiums)
secured by a Lien on the asset subject to such Asset Sale (other than                Debt
hereunder), (iv) appropriate amounts to be provided by the Company or any
               Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
against                any liabilities associated with the assets sold or disposed of in
such Asset                Sale and retained by the Company or such Subsidiary, as the
case may be, after                such Asset Sale, including pension and other
post-employment benefit liabilities                and liabilities related to
environmental matters and liabilities under any                indemnification obligation
associated with the assets sold or disposed of in                such Asset Sale (provided that,
if and to the extent that such reserves                are no longer required to be
maintained in accordance with GAAP, such amounts                shall constitute Net Cash
Proceeds, to the extent such amounts would have                otherwise constituted Net
Cash Proceeds under this clause (a)), (v)                amounts that are used
within 180 days following such Asset Sale to purchase                replacement assets
(or assets performing similar functions) and (vi) in the case                of any
proceeds arising out of the sublease of any property, amounts required to
               be paid in respect of the lease of such property); and 






	


15 



















		(b) 		      with
respect to any issuance of equity securities or Debt, the aggregate cash
               proceeds received by the Company or any Subsidiary pursuant to such
issuance,                net of the direct costs relating to such issuance (including
sales and                underwriter’s discounts and commissions and legal,
accounting and                investment banking fees). 







	


      Note
— see Section 3.1.  



     Note
Purchase Agreement means the Note and Equity Purchase Agreement dated as of
December 21, 2001 among the Parent, the Company, American Capital Financial
Services, Inc., as administrative agent, and the purchasers named therein. 



     NPWPA
means the Note Prepayment and Warrant Purchase Agreement dated as of December
23, 2003 among the Parent, the Company, the other Loan Parties and the holders
of the Senior Subordinated Debt. 



     Operating
Lease means any lease of (or other agreement conveying the right to use) any
real or personal property by the Company or any Subsidiary, as lessee, other
than any Capital Lease. 



     Other
Leases means the leases of real property described on Schedule 2. 



      Parent
— see the Preamble.  



     Parent
Guaranty means the guaranty of the Parent set forth in Section 13. 



      Participant
— see Section 15.9.2.  



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



     Pension
Plan means a “pension plan”, as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Pension Plan), and to which the Company or any member of the Controlled Group
may have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA. 



16 
















	







     Percentage
means a Revolving Percentage, a Term A Percentage or a Term B Percentage, as the
context may require. 



     Person
means any natural person, corporation, partnership, trust, limited liability
company, association, governmental authority or unit, or other entity, whether
acting in an individual, fiduciary or other capacity. 



     Pollutant
means any “hazardous substance” and any “pollutant or
contaminant” as those terms are defined in the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), any
“hazardous waste” as that term is defined in the Resource Conservation
and Recovery Act (42 U.S.C. § 6901 et seq.) and any “hazardous
material” as that term is defined in the Hazardous Materials Transportation
Act (49 U.S.C. § 1801 et seq.), including any petroleum product or
byproduct, solvent, flammable or explosive material, radioactive material,
asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy
metals, and radon gas; and including any other substance or material that is
reasonably determined to present a threat, hazard or risk to human health or the
environment. 



     Prime
Rate means, for any day, the rate of interest in effect for such day as
publicly announced from time to time by Bank of America in Charlotte, North
Carolina, as its “prime rate”. (The “prime rate” is a rate
set by Bank of America based upon various factors, including Bank of
America’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate.) Any change in the “prime
rate” announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change. 



     Pro
Forma EBITDA means, for any period, the sum of (a) EBITDA for such period
plus (b) to the extent deducted in determining Consolidated Net Income for such
period, any Special Charges taken during such period; provided that in
calculating Pro Forma EBITDA: 



         (A)
          the consolidated net income of any Person (or business unit) acquired by the
          Company or any Subsidiary during such period (plus, to the extent deducted in
          determining such consolidated net income, interest expense, income tax expense,
          depreciation and amortization of such Person) shall be included on a pro
          forma basis for such period (assuming the consummation of each such
          Acquisition and the incurrence or assumption of any Debt in connection therewith
          occurred on the first day of such period) based upon (x) to the extent
          available, (I) the audited consolidated balance sheet of such acquired Person
          and its consolidated Subsidiaries (or such business unit) as at the end of the
          fiscal year of such Person (or business unit) preceding such Acquisition and the
          related audited consolidated statements of income, stockholders’ equity and
          cash flows for such fiscal year and (II) any subsequent unaudited financial
          statements for such Person (or business unit) for the period prior to such
          Acquisition so long as such statements were prepared on a basis consistent with
          the audited financial statements referred to above or (y) to the extent the
          items listed in clause (x) are not available, such historical financial
          statements and other information as is disclosed to, and reasonably approved by,
          the Required Lenders; and 



         (B)
          the consolidated net income of any Person (or division or similar business unit)
          disposed of by the Parent, the Company or any Subsidiary during such period
          (plus, to the extent deducted in determining such consolidated net income,
          interest expense, income tax expense, depreciation and amortization of such
          Person (or division or business unit)) shall be excluded on a pro
          forma basis for such period (assuming the consummation of such
          disposition occurred on the first day of such period). 




17 
















	






     Properties
and Facilities means, with respect to the Parent or any Subsidiary, all of
such Person’s properties and assets, real and personal, tangible and
intangible, or any other nature whatsoever, in each case necessary for the
conduct of its business (including, patents, trademarks, trade names, service
marks and copyrights). 



     Related
Person means (a) any living ancestor of William Whitman, Jr., (b) any
descendant of William Whitman, Sr., (c) any spouse or former spouse of any of
the foregoing and (d) any trustee for a trust on behalf of the foregoing. 



     Required
Lenders means Lenders having an aggregate Total Percentage of 66 2/3% or
more. 



     Responsible
Financial Officer means, as to any Person, the chief financial officer, the
treasurer or the controller of such Person. 



     Responsible
Officer means, as to any Person, the chief executive officer, president, any
vice president, or any Responsible Financial Officer of such Person. 



     Revolving
Availability means the lesser of (a) the remainder of the Revolving
Commitment Amount minus the Revolving Reserve and (b) the Borrowing Base. 



     Revolving
Commitment means, as to any Lender, such Lender’s commitment to fund
(or convert Existing Loans into) Revolving Loans, to participate in Swing Line
Loans and to issue or participate in Letters of Credit under this Agreement. The
amount of the Revolving Commitment of each Revolving Lender as of the date of
the execution and delivery of this Agreement is set forth across from such
Lender’s name on Schedule 2.1. 



     Revolving
Commitment Amount means $30,000,000, as such amount may be reduced from time
to time pursuant to the terms hereof. 



     Revolving
Lender means any Lender which has a Revolving Commitment or, after the
termination of the Revolving Commitments, is the holder of any Revolving Loan or
any participation in a Swing Line Loan or a Letter of Credit. 



      Revolving
Loan — see Section 2.1.1.  



     Revolving
Outstandings means, at any time, the aggregate outstanding principal amount
of all Revolving Loans and Swing Line Loans plus the aggregate Stated Amount of
all Letters of Credit. 





18 
















	




     Revolving
Percentage means, as to any Lender, the percentage which (a) the Revolving
Commitment of such Lender (or, after termination of the Revolving Commitments,
the principal amount of such Lender’s Revolving Loans) is of (b) the
aggregate amount of the Revolving Commitments (or after termination of the
Revolving Commitments, the aggregate principal amount of all Revolving Loans);
provided that, if and so long as any Lender fails to fund its
participation in any Letter of Credit or Swing Line Loan when required by
Section 2.3.5 or 2.4.3, such Lender’s Revolving Percentage
shall be deemed for purposes of this definition to be reduced to the extent of
the defaulted amount and the Revolving Percentage of the Issuing Lender or the
Swing Line Lender, as applicable, shall be deemed for purposes of this
definition to be increased to such extent. The initial Revolving Percentage of
each Lender is set forth across from such Lender’s name on Schedule
2.1. 



     Revolving
Reserve means, on any date, the remainder of (a) $15,000,000 less (b)
the aggregate principal amount of Seller Subordinated Debt prepaid (or to be
prepaid on such date with the proceeds of Revolving Loans made on such date) by
the Company since the Effective Time. 



     Revolving
Termination Date means the earliest to occur of (a) if the Seller
Subordinated Debt has not been paid in full prior to such date, March 15, 2006,
(b) December 23, 2007 and (c) such other date on which the Revolving Commitments
terminate pursuant to Section 6 or 12. 



     SEC
means the Securities and Exchange Commission, or any governmental agency
succeeding to any of its principal functions. 



     Security
Agreement means a security agreement among the Parent, the Company, the
Subsidiary Guarantors and the Administrative Agent substantially in the form of
Exhibit D. 



     Seller
Subordinated Debt means Debt in original principal amount of up to
$21,000,000 issued by the Parent in connection with the acquisition of all of
the capital stock of Blodgett, together with any subordinated notes issued by
the Parent as payments of interest thereon in kind and any capitalized interest
thereon. 



     Senior
Subordinated Debt means Debt in original principal amount of not less than
$25,000,000 issued by the Company on December 21, 2001, together with any
subordinated notes issued by the Company as payments of interest thereon in kind
and any capitalized interest thereon. 



     Special
Charges means (a) the up to $5,000,000 in the aggregate of special charges
taken by the Parent through the Fiscal Quarter ending December 28, 2002
relating to severance, and the closure of various locations of the Parent and
various Subsidiaries, as a result of the acquisition by the Company of all of
the capital stock of Blodgett and (b) all charges in connection with the
refinancing or repayment of Debt under the Existing Credit Agreement and
Subordinated Debt, including the write-off of deferred financing costs,
prepayment penalties associated with the prepayment of the Senior Subordinated
Debt and payments to purchase, repurchase or redeem warrants issued by the
Company in connection with the Senior Subordinated Debt. 



     Specified
Insurance Policy means the key man life insurance policy in an amount not
exceeding $5,000,000 on the life of Selim Bassoul which is (or, upon issuance
thereof, will be) pledged to the holders of the Senior Subordinated Debt. 



19 
















	






     Stated
Amount means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate amount available for drawing thereunder at
any time during the remaining term of such Letter of Credit under any and all
circumstances, plus the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit. 



     Subordinated
Debt means (a) the Seller Subordinated Debt, (b) the Senior Subordinated
Debt and (c) any other Debt of the Company or the Parent which has maturities
and other terms, and which is subordinated to the obligations of the Company and
its Subsidiaries and the Parent, to the extent applicable, hereunder and under
the other Loan Documents in a manner, approved in writing by the Required
Lenders. 



     Subsidiary
means, with respect to any Person, a corporation, partnership, limited liability
company or other entity of which such Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares or other ownership
interests as have more than 50% of the ordinary voting power for the election of
directors or other managers of such entity. Unless the context otherwise
requires, each reference to Subsidiaries herein shall be a reference to
Subsidiaries of the Parent. 



     Subsidiary
Guarantor means, on any day, each Subsidiary that has executed a counterpart
of the Subsidiary Guaranty on or prior to that day (or is required to execute a
counterpart of the Subsidiary Guaranty on that date) and that has not been
released therefrom in accordance with the terms hereof. 



     Subsidiary
Guaranty means a guaranty issued by various Subsidiaries of the Company
substantially in the form of Exhibit C. 



     Suretyship
Liability means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon
(by direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to or otherwise to invest in a debtor, or otherwise to
assure a creditor against loss) any indebtedness, obligation or other liability
of any other Person (other than (a) customary indemnification obligations
arising in the ordinary course of business under leases and other contracts and
(b) by endorsements of instruments for deposit or collection in the ordinary
course of business), or guarantees the payment of dividends or other
distributions upon the shares of any other Person. The amount of any
Person’s obligation in respect of any Suretyship Liability shall (subject
to any limitation set forth therein) be deemed to be the lesser of (i) the
principal amount of the debt, obligation or other liability supported thereby
and (ii) the maximum amount for which such Person may be liable pursuant to the
terms of the instrument embodying such Suretyship Liability, unless such primary
obligation and the maximum amount for which such Person may be liable are not
stated or determinable, in which case the amount of such Suretyship Liability
shall be such Person’s maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith. 



     Swing
Line Lender means Bank of America in its capacity as swing line lender
hereunder, together with any replacement swing line lender arising under
Section 14.9. 



      Swing
Line Loan — see Section 2.4.1.  



20 
















	






     Term
A Commitment means, as to any Lender, such Lender’s obligation to fund
(and/or convert Existing Loans into) a Term A Loan pursuant to Section
1.3. The amount of the Term A Commitment of each Term A Lender is set forth
across from such Lender’s name on Schedule 2.1. 



     Term
A Lender means any Lender which has a Term A Commitment or, after the
Effective Time, is the holder of any Term A Loan. 



      Term
A Loan — see Section 2.1.3.  



     Term
A Percentage means, as to any Term A Lender, the percentage which (a) the
Term A Commitment of such Lender (or, after the Effective Time, the principal
amount of such Lender’s Term A Loan) is of (b) the aggregate amount of Term
A Commitments (or, after the Effective Time, the aggregate principal amount of
all Term A Loans). The initial Term A Percentage of each Lender is set forth
across from such Lender’s name on Schedule 2.1. 



     Term
B Commitment means, as to any Lender, such Lender’s obligation to fund
(and/or convert Existing Loans into) a Term B Loan pursuant to Section
1.3. The amount of the Term B Commitment of each Term B Lender is set forth
across from such Lender’s name on Schedule 2.1. 



     Term
B Lender means any Lender which has a Term B Commitment or, after the
Effective Time, is the holder of any Term B Loan. 



      Term
B Loan — see Section 2.1.3.  



     Term
B Percentage means, as to any Term B Lender, the percentage which (a) the
Term B Commitment of such Lender (or, after the Effective Time, the principal
amount of such Lender’s Term B Loan) is of (b) the aggregate amount of the
Term B Commitments (or, after the Effective Time, the aggregate principal amount
of all Term B Loans). The initial Term B Percentage of each Lender is set forth
across from such Lender’s name on Schedule 2.1. 



     Term
Loans means, collectively, the Term A Loans and the Term B Loans. 



     Total
Percentage means, as to any Lender, the percentage which (a) the Revolving
Commitment of such Lender (or, after the termination of the Revolving
Commitments, the sum of the unpaid principal amount of the Revolving Loans of
such Lender plus the participations of such Lender in all Letters of Credit and
Swing Line Loans) plus the unpaid principal amount of the Term Loans of such
Lender (or, prior to the Effective Time, the total of such Lender’s Term A
Commitment plus such Lender’s Term B Commitment) is of (b) the sum of the
Revolving Commitment Amount (or, after the termination of the Revolving
Commitments, the unpaid principal amount of all Revolving Loans and Swing Line
Loans plus the Stated Amount of all Letters of Credit) plus the unpaid principal
amount of all Term Loans (or, prior to the Effective Time, the aggregate amount
of the Term A Commitments and the Term B Commitments); provided that if
and so long as any Lender fails to fund its participation in any Letter of
Credit or Swing Line Loan when required by Section 2.3.5 or 2.4.3,
such Lender’s Total Percentage shall be deemed for purposes of this
definition to be reduced to the extent of the defaulted amount and the Total
Percentage of the Issuing Lender or the Swing Line Lender, as applicable, shall
be deemed for purposes of this definition to be increased to such extent. 



21 
















	




     Type
of Loan or Borrowing - see Section 2.2.1. The types of
Loans or borrowings under this Agreement are as follows: Base Rate Loans or
borrowings and Eurodollar Loans or borrowings. 



     Unmatured
Event of Default means any event that, if it continues uncured, will, with
lapse of time or the giving of notice or both, constitute an Event of Default. 



         U.S. Pledge Agreement means a pledge agreement among the Company, various
          domestic Subsidiaries and the Administrative Agent substantially in the form of
          Exhibit E. 



     1.2
     Other Interpretive Provisions.  (a) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms. 



     (b) Section, Schedule and Exhibit references are to this           Agreement unless
otherwise specified.  



     (c) The
term “including” is not limiting and means “including without
          limitation.” 



     (d) In
the computation of periods of time from a specified date to a later specified
          date, the word “from” means “from and including”; the words
          “to” and “until” each mean “to but excluding”,
and           the word “through” means “to and including.” 



     (e)  Unless
otherwise expressly provided herein, (i) references to agreements           (including
this Agreement), other contractual instruments and organizational           documents
shall be deemed to include all subsequent amendments and other           modifications
thereto, but only to the extent such amendments and other           modifications are not
prohibited by the terms of any Loan Document, and (ii)           references to any
statute or regulation are to be construed as including all           statutory and
regulatory provisions consolidating, amending, replacing,           supplementing or
interpreting such statute or regulation.  



     (f) This
Agreement and the other Loan Documents may use several different           limitations,
tests or measurements to regulate the same or similar matters. All           such
limitations, tests and measurements are cumulative and shall each be           performed
in accordance with their terms.  



     (g) This
Agreement and the other Loan Documents are the result of negotiations among           and
have been reviewed by counsel to the Administrative Agent, the Company, the
          Lenders and the other parties thereto and are the products of all parties.
          Accordingly, they shall not be construed against the Administrative Agent or
the           Lenders merely because of the Administrative Agent’s or Lenders’          involvement
in their preparation.  



     1.3
Allocation of Loans and Percentages at the Effective Time.  



     (a) The
Company and each Lender agree that, effective at the Effective Time, (i)           this
Agreement shall amend and restate in its entirety the Existing Agreement           and
(ii) the outstanding Revolving Loans (and the participations in Letters of
          Credit and Swing Line Loans), Term A Loans and Term B Loans shall be allocated
          among the Lenders in accordance with their respective Revolving Percentages,
          Term A Percentages and Term B Percentages.  



22 
















	





     (b)   To
facilitate the allocation described in clause (a), at the Effective
          Time, (i) all “Revolving Loans”, “Term A Loans” and
          “Term B Loans” under the Existing Agreement (“Existing
          Loans”) shall be deemed to be Revolving Loans, Term A Loans or Term B
          Loans, respectively, (ii) each Lender which is a party to the Existing
Agreement           (an “Existing Lender”) shall transfer to the
Administrative           Agent an amount equal to the excess, if any, of such Lender’s
pro rata           share (according to its Revolving Percentage, Term A Percentage and
Term B           Percentage, as applicable) of the applicable outstanding Loans hereunder
          (including any Loans made at the Effective Time) over the amount of all of such
          Lender’s Existing Loans, (iii) each Lender which is not a party to the
          Existing Agreement shall transfer to the Administrative Agent an amount equal
to           such Lender’s pro rata share (according to its Revolving Percentage,
Term A           Percentage and Term B Percentage, as applicable) of the applicable
outstanding           Loans hereunder (including any Loans made at the Effective Time),
(iv) the           Administrative Agent shall apply the funds received from the Lenders
pursuant to clauses (ii) and (iii), first, on behalf of the Lenders (pro
rata           according to the amount of the applicable Existing Loans each is required
to           purchase to achieve the allocation described in clause (a)), to
purchase           from each Existing Lender which has Existing Loans in excess of such
          Lender’s pro rata share (according to its Revolving Percentage, Term A
          Percentage and Term B Percentage, as applicable) of the applicable outstanding
          Loans hereunder (including any Loans made at the Effective Time), a portion of
          such Existing Loans equal to such excess, second, to pay to each Existing
Lender           all interest, fees and other amounts (including amounts payable pursuant
to           Section 8.4 of the Existing Agreement, assuming for such purpose that the
          Existing Loans were prepaid rather than allocated at the Effective Time) owed
to           such Existing Lender under the Existing Agreement (whether or not otherwise
then           due) and, third, as the Company shall direct, and (v) all Loans shall
commence           new Interest Periods in accordance with elections made by the Company
at least           three Business Days prior to the date of the Effective Time pursuant
to the           procedures applicable to conversions and continuations set forth in Section
          2.2.3 (all as if the Existing Loans were continued or converted at the
          Effective Time). To the extent the Company fails to make a timely election
          pursuant to clause (v) of the preceding sentence with respect to any
          Loans, such Loans shall be Base Rate Loans.  



     SECTION
2 COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES; LETTER OF CREDIT
PROCEDURES; SWING LINE LOANS.  



     2.1 Commitments.
On and subject to the terms and conditions of this Agreement, each of the Lenders,
severally and for itself alone, agrees to make (and, in the case of the Revolving
Lenders, participate in) Credit Extensions to the Company as follows:  



     2.1.1
Revolving Loans. Each Revolving Lender will make loans on a revolving basis to the
Company (“Revolving Loans”) from time to time before the Revolving
Termination Date in such Revolving Lender’s Revolving Percentage of such aggregate
amounts as the Company may from time to time request from all Revolving Lenders (it being
understood that effective at the Effective Time (and after giving effect to the
transactions contemplated by Section 1.3), each Revolving Lender shall have
outstanding Revolving Loans in an amount equal to its Revolving Percentage of the
aggregate amount of all outstanding Revolving Loans); provided that the Revolving
Outstandings shall not at any time exceed the Revolving Availability.  





23 
















	




     2.1.2
L/C Commitment. (a) The Issuing Lenders will issue standby and commercial letters
of credit, in each case containing such terms and conditions as are permitted by this
Agreement and are reasonably satisfactory to the applicable Issuing Lender and the
Company (collectively with the Existing Letters of Credit, each a “Letter of
Credit”), at the request of and for the account of the Company (or jointly for
the account of the Company and (i) the Parent or (ii) any Subsidiary of the Company) from
time to time before the date which is 30 days prior to the scheduled Revolving
Termination Date, and (b) as more fully set forth in Section 2.3, each
Revolving Lender agrees to purchase a participation in each such Letter of Credit; provided that
(x) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed
$7,500,000 and (y) the Revolving Outstandings shall not at any time exceed the Revolving
Availability.  



     2.1.3
Term Loans.  



     (a)          Effective
at the Effective Time (and after giving effect to the transactions           contemplated
by Section 1.3), each Term A Lender will be deemed to have made a           term loan
(each a “Term A Loan”) in such Lender’s           Term A
Percentage of $60,000,000.  



     (b)          Effective
at the Effective Time (and after giving effect to the transactions           contemplated
by Section 1.3), each Term B Lender will be deemed to have made a           term loan
(each a “Term B Loan”) in such Lender’s           Term B
Percentage of $5,000,000.  



     (c)      Amounts
repaid with respect to Term Loans may not be reborrowed.  



     2.2
Loan Procedures.  



     2.2.1
Various Types of Loans. Each Revolving Loan shall be, and each Term Loan may be
divided into tranches which are, either a Base Rate Loan or a Eurodollar Loan (each a
“type” of Loan), as the Company shall specify in the related notice of
borrowing or conversion pursuant to Section 2.2.2or 2.2.3.
Eurodollar Loans having the same Interest Period are sometimes called a “Group” or
collectively “Groups”. Base Rate Loans and Eurodollar Loans may be
outstanding at the same time; provided that (i) not more than six different Groups
of Eurodollar Loans shall be outstanding at any one time and (ii) the aggregate principal
amount of each Group of Eurodollar Loans shall at all times be at least $1,000,000 and an
integral multiple of $500,000. All borrowings, conversions and repayments of Loans shall
be effected so that each Revolving Lender will have a pro rata share (according to its
Revolving Percentage) of all types and Groups of Revolving Loans, each Term A Lender will
have a pro rata share (according to its Term A Percentage) of all types and Groups of
tranches of the Term A Loans and each Term B Lender will have a pro rata share (according
to its Term B Percentage) of all types and Groups of tranches of the Term B Loans.  



     2.2.2
Borrowing Procedures. The Company shall give written notice or telephonic notice
(followed promptly by written confirmation thereof) to the Administrative Agent of each
proposed borrowing not later than (a) in the case of a Base Rate borrowing, 10:00 A.M.,
Chicago time, on the proposed date of such borrowing, and (b) in the case of a Eurodollar
Rate borrowing, 10:00 A.M., Chicago time, at least three Business Days prior to the
proposed date of such borrowing. Each such notice shall be effective upon receipt by the
Administrative Agent, shall be irrevocable, and shall specify the date, amount and type
of borrowing and, in the case of a Eurodollar Rate borrowing, the initial Interest Period
therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise
each applicable Lender thereof. Not later than 1:00 p.m., Chicago time, on the date of a
proposed borrowing, each applicable Lender shall provide the Administrative Agent at the
office specified by the Administrative Agent with immediately available funds covering
such Lender’s Percentage of such borrowing and, so long as the Administrative Agent
has not received written notice that the conditions precedent set forth in Section 11 with
respect to such borrowing have not been satisfied, the Administrative Agent shall pay
over the requested amount to the Company on the requested borrowing date. Each borrowing
shall be on a Business Day. Each borrowing of Revolving Loans shall be in an aggregate
amount of at least $500,000 and an integral multiple of $100,000.  



24 
















	





     2.2.3
Conversion and Continuation Procedures. (a) Subject to the provisions of Section
2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent
in accordance with clause (b) below:  










	 	     (i)
                     elect, as of any Business Day, to convert any outstanding Loan
into a Loan of                     the other type; or 






	 	     (ii)
                     elect, as of the last day of the applicable Interest Period, to
continue any                     Group of Eurodollar Loans having an Interest Period
expiring on such day (or any                     part thereof in an aggregate amount not
less than $1,000,000 or a higher                     integral multiple of $500,000) for a
new Interest Period. 







	


     (b)
                     The Company shall give written or telephonic (followed promptly
by written                     confirmation thereof) notice to the Administrative Agent
of each proposed                     conversion or continuation not later than (i) in the
case of conversion into                     Base Rate Loans, 10:00 a.m., Chicago time, on
the proposed date of such                     conversion; and (ii) in the case of a
conversion into or continuation of                     Eurodollar Loans, 10:00 a.m.,
Chicago time, at least three Business Days prior                     to the proposed date
of such conversion or continuation, specifying in each                     case:  










			(1)  	                     the
proposed date of conversion or continuation;  






			(2)  	                     the
aggregate amount of Loans to be converted or continued;  






			(3)  	                     the
type of Loans resulting from the proposed conversion or continuation; and  






			(4)  	                     in
the case of conversion into, or continuation of, Eurodollar Loans, the
                    duration of the requested Interest Period therefor.  






	


     (c)
                     If upon expiration of any Interest Period applicable to any
Eurodollar Loan, the                     Company has failed to select timely a new
Interest Period to be applicable to                     such Eurodollar Loan, the Company
shall be deemed to have elected to convert                     such Eurodollar Loan into
a Base Rate Loan effective on the last day of such                     Interest Period.  



25 
















	






     (d)
                     The Administrative Agent will promptly notify each applicable
Lender of its                     receipt of a notice of conversion or continuation
pursuant to this Section                     2.2.3 or, if no timely notice is
provided by the Company, of the details of                     any automatic conversion.  



     (e)
                     Unless the Required Lenders otherwise consent, the Company may
not elect to have                     a Loan converted into or continued as a Eurodollar
Loan during the existence of                     any Event of Default or Unmatured Event
of Default.  



     2.3
Letter of Credit Procedures.  



     2.3.1
L/C Applications. The Company shall give notice to the Administrative Agent and
the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a
Business Day which is at least three Business Days (or such lesser number of days as the
Administrative Agent and such Issuing Lender shall agree in any particular instance)
prior to the proposed date of issuance of such Letter of Credit. Each such notice shall
be accompanied by an L/C Application, duly executed by the Company (together with any
other Person for the account of which the related Letter of Credit is to be issued) and
in all respects reasonably satisfactory to the Administrative Agent and the applicable
Issuing Lender, together with such other documentation as the Administrative Agent or
such Issuing Lender may reasonably request in support thereof, it being understood that
each L/C Application shall specify, among other things, the date on which the proposed
Letter of Credit is to be issued, the expiration date of such Letter of Credit (which
shall not be later than seven days prior to the Revolving Termination Date) and whether
such Letter of Credit is to be transferable in whole or in part. So long as the
applicable Issuing Lender has not received written notice that the conditions precedent
set forth in Section 11 with respect to the issuance of such Letter of Credit have
not been satisfied, such Issuing Lender shall issue such Letter of Credit on the
requested issuance date. Each Issuing Lender shall promptly advise the Administrative
Agent of the issuance of each Letter of Credit by such Issuing Lender and of any
amendment thereto, extension thereof or event or circumstance changing the amount
available for drawing thereunder.  



     2.3.2
Participations in Letters of Credit. Concurrently with the issuance of each Letter
of Credit, the applicable Issuing Lender shall be deemed to have sold and transferred to
each other Revolving Lender, and each other Revolving Lender shall be deemed irrevocably
and unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of such
other Revolving Lender’s Revolving Percentage, in such Letter of Credit and the
Company’s reimbursement obligations with respect thereto. For the purposes of this
Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the
applicable Issuing Lender’s “participation” therein. Each Issuing Lender
hereby agrees, upon request of the Administrative Agent or any Lender, to deliver to the
Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by
such Issuing Lender, together with such information related thereto as the Administrative
Agent or such Lender may reasonably request.  



     2.3.3
Reimbursement Obligations. The Company hereby unconditionally and irrevocably
agrees to reimburse the applicable Issuing Lender for each payment or disbursement made
by such Issuing Lender under any Letter of Credit honoring any demand for payment made by
the beneficiary thereunder, in each case on the date that such payment or disbursement is
made. Any amount not reimbursed on the date of such payment or disbursement shall bear
interest from the date of such payment or disbursement to the date that such Issuing
Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum
equal to the Base Rate from time to time in effect plus the Base Rate Margin from
time to time in effect plus, beginning on the third Business Day after receipt of
notice from the Issuing Lender of such payment or disbursement, 2%. The applicable
Issuing Lender shall notify the Company and the Administrative Agent whenever any demand
for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the
rights of such Issuing Lender or the Lenders in any manner whatsoever.  



26 
















	






     2.3.4
Limitation on Obligations of Issuing Lenders. In determining whether to pay under
any Letter of Credit, no Issuing Lender shall have any obligation to the Company or any
Lender other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and appear to comply on their face with
the requirements of such Letter of Credit. Any action taken or omitted to be taken by an
Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in
the absence of gross negligence and willful misconduct, shall not impose upon such
Issuing Lender any liability to the Company or any Lender and shall not reduce or impair
the Company’s reimbursement obligations set forth in Section 2.3.3 or
the obligations of the Revolving Lenders pursuant to Section 2.3.5.  



     2.3.5
Funding by Revolving Lenders to Issuing Lenders. If an Issuing Lender makes any
payment or disbursement under any Letter of Credit and the Company has not reimbursed
such Issuing Lender in full for such payment or disbursement by 11:00 A.M., Chicago time,
on the date of such payment or disbursement, or if any reimbursement received by such
Issuing Lender from the Company is or must be returned or rescinded upon or during any
bankruptcy or reorganization of the Company or otherwise, each other Revolving Lender
shall be obligated to pay to the Administrative Agent for the account of such Issuing
Lender, in full or partial payment of the purchase price of its participation in such
Letter of Credit, its pro rata share (according to its Revolving Percentage) of such
payment or disbursement (but no such payment shall diminish the obligations of the
Company under Section 2.3.3), and upon notice from the applicable Issuing
Lender, the Administrative Agent shall promptly notify each other Revolving Lender
thereof. Each other Revolving Lender irrevocably and unconditionally agrees to so pay to
the Administrative Agent in immediately available funds for the applicable Issuing Lender’s
account the amount of such other Revolving Lender’s Revolving Percentage of such
payment or disbursement. If and to the extent any Revolving Lender shall not have made
such amount available to the Administrative Agent by 2:00 P.M., Chicago time, on the
Business Day on which such Revolving Lender receives notice from the Administrative Agent
of such payment or disbursement (it being understood that any such notice received after
noon, Chicago time, on any Business Day shall be deemed to have been received on the next
following Business Day), such Revolving Lender agrees to pay interest on such amount to
the Administrative Agent for the applicable Issuing Lender’s account forthwith on
demand for each day from the date such amount was to have been delivered to the
Administrative Agent to the date such amount is paid, at a rate per annum equal to (a)
for the first three days after demand, the Federal Funds Rate from time to time in effect
and (b) thereafter, the Base Rate from time to time in effect. Any Revolving Lender’s
failure to make available to the Administrative Agent its Revolving Percentage of any
such payment or disbursement shall not relieve any other Revolving Lender of its
obligation hereunder to make available to the Administrative Agent such other Revolving
Lender’s Revolving Percentage of such payment, but no Revolving Lender shall be
responsible for the failure of any other Revolving Lender to make available to the
Administrative Agent such other Revolving Lender’s Revolving Percentage of any such
payment or disbursement.  




27 
















	




     2.4 Swing Line Loans.  



     2.4.1
Swing Line Loans. Subject to the terms and conditions of this Agreement, the Swing
Line Lender may from time to time, in its discretion, make loans to the Company
(collectively the “Swing Line Loans” and individually each a “Swing
Line Loan”) in accordance with this Section 2.4 in an aggregate amount not
at any time exceeding $5,000,000; provided that the Revolving Outstandings shall
not at any time exceed the Revolving Availability. Amounts borrowed under this Section
2.4 may be borrowed, repaid and (subject to the agreement of the Swing Line Lender)
reborrowed until the Revolving Termination Date.  



     2.4.2
Swing Line Loan Procedures. The Company shall give written or telephonic notice to
the Administrative Agent (which shall promptly inform the Swing Line Lender) of each
proposed Swing Line Loan not later than 12:00 noon, Chicago time, on the proposed date of
such Swing Line Loan. Each such notice shall be effective upon receipt by the
Administrative Agent and shall specify the date (which shall be a Business Day) and
amount (which shall be $500,000 or a higher integral multiple of $100,000) of such Swing
Line Loan. So long as the Swing Line Lender has not received written notice that the
conditions precedent set forth in Section 11 with respect to the making of such
Swing Line Loan have not been satisfied, the Swing Line Lender may make the requested
Swing Line Loan. If the Swing Line Lender agrees to make the requested Swing Line Loan,
the Swing Line Lender shall pay over the requested amount to the Company on the requested
borrowing date. Concurrently with the making of any Swing Line Loan, the Swing Line
Lender shall be deemed to have sold and transferred, and each other Revolving Lender
shall be deemed to have purchased and received from the Swing Line Lender, an undivided
interest and participation to the extent of such other Revolving Lender’s Revolving
Percentage in such Swing Line Loan (but such participation shall remain unfunded until
required to be funded pursuant to Section 2.4.3).  



     2.4.3
Refunding of, or Funding of Participations in, Swing Line Loans. The Swing Line
Lender may at any time, in its sole discretion, on behalf of the Company (which hereby
irrevocably authorizes the Swing Line Lender to act on its behalf) deliver a notice to
the Administrative Agent (with a copy to the Company) requesting that each Revolving
Lender (including the Swing Line Lender in its individual capacity) make a Revolving Loan
(which shall be a Base Rate Loan) in such Revolving Lender’s Revolving Percentage of
the aggregate amount of Swing Line Loans outstanding on such date for the purpose of
repaying all Swing Line Loans (and, upon receipt of the proceeds of such Revolving Loans,
the Administrative Agent shall apply such proceeds to repay Swing Line Loans); provided that
if the conditions precedent to a borrowing of Revolving Loans are not then satisfied or
for any other reason the Revolving Lenders may not then make Revolving Loans, then
instead of making Revolving Loans each Revolving Lender (other than the Swing Line
Lender) shall become immediately obligated to fund its participation in all outstanding
Swing Line Loans and shall pay to the Administrative Agent for the account of the Swing
Line Lender an amount equal to such Revolving Lender’s Revolving Percentage of such
Swing Line Loans. If and to the extent any Revolving Lender shall not have made such
amount available to the Administrative Agent by 2:00 P.M., Chicago time, on the Business
Day on which such Revolving Lender receives notice from the Administrative Agent of its
obligation to fund its participation in Swing Line Loans (it being understood that any
such notice received after 12:00 noon, Chicago time, on any Business Day shall be deemed
to have been received on the next following Business Day), such Revolving Lender agrees
to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s
account forthwith on demand for each day from the date such amount was to have been
delivered to the Administrative Agent to the date such amount is paid, at a rate per
annum equal to (a) for the first three days after demand, the Federal Funds Rate from
time to time in effect and (b) thereafter, the Base Rate from time to time in effect. Any
Revolving Lender’s failure to make available to the Administrative Agent its
Revolving Percentage of the amount of all outstanding Swing Line Loans shall not relieve
any other Revolving Lender of its obligation hereunder to make available to the
Administrative Agent such other Revolving Lender’s Revolving Percentage of such
amount, but no Revolving Lender shall be responsible for the failure of any other
Revolving Lender to make available to the Administrative Agent such other Revolving Lender’s
Revolving Percentage of any such amount.  




28 
















	




     2.4.4
Repayment of Participations. Upon (and only upon) receipt by the Administrative
Agent for the account of the Swing Line Lender of immediately available funds from or on
behalf of the Company (a) in reimbursement of any Swing Line Loan with respect to which a
Revolving Lender has paid the Administrative Agent for the account of the Swing Line
Lender the amount of such Revolving Lender’s participation therein or (b) in payment
of any interest on a Swing Line Loan, the Administrative Agent will pay to such Revolving
Lender its pro rata share (according to its Revolving Percentage) thereof (and the Swing
Line Lender shall receive the amount otherwise payable to any Revolving Lender which did
not so pay the Administrative Agent the amount of such Revolving Lender’s
participation in such Swing Line Loan).  



     2.4.5
Participation Obligations Unconditional. (a) Each Revolving Lender’s
obligation to make available to the Administrative Agent for the account of the Swing
Line Lender the amount of its participation interest in all Swing Line Loans as provided
in Section 2.4.3 shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other
right which such Revolving Lender may have against the Swing Line Lender or any other
Person, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of
Default, (iii) any adverse change in the condition (financial or otherwise) of the
Company or any Subsidiary thereof, (iv) any termination of the Revolving Commitments or
(v) any other circumstance, happening or event whatsoever.  



     (b) Notwithstanding the provisions of clause (a) above, no Revolving
Lender shall be required to purchase a participation interest in any Swing Line
Loan if, prior to the making by the Swing Line Lender of such Swing Line Loan,
the Swing Line Lender received written notice specifying that one or more of the
conditions precedent to the making of such Swing Line Loan were not satisfied
and, in fact, such conditions precedent were not satisfied at the time of the
making of such Swing Line Loan. 



     2.5 Commitments
Several. The failure of any Lender to make a requested Loan on any date shall not
relieve any other Lender of its obligation (if any) to make a Loan on such date, but no
Lender shall be responsible for the failure of any other Lender to make any Loan to be
made by such other Lender.  




29 
















	




     2.6 Certain
Conditions. Notwithstanding any other provision of this Agreement, no Lender shall
have an obligation to make any Credit Extension if an Event of Default or Unmatured Event
of Default exists or would result therefrom.  



     SECTION
3         NOTES EVIDENCING LOANS. 



     3.1 Notes.
The Loans of each Lender shall be evidenced by a promissory note substantially in the
form set forth in Exhibit A, with appropriate insertions (each a “Note”).  



     3.2 Recordkeeping.
Each Lender shall record in its records, or at its option on the schedule attached to its
Note, the date and amount of each Loan made by such Lender, each repayment or conversion
thereof and, in the case of each Eurodollar Loan, the dates on which each Interest Period
for such Loan shall begin and end. The aggregate unpaid principal amount so recorded
shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such
Note. The failure to so record any such amount or any error in so recording any such
amount shall not, however, limit or otherwise affect the obligations of the Company
hereunder or under any Note to repay the principal amount of the Loans evidenced by such
Note together with all interest accruing thereon.  



     SECTION
4         INTEREST. 



     4.1 Interest
Rates. The Company promises to pay interest on the unpaid principal amount of each
Loan for the period commencing on the date such Loan is advanced until such Loan is paid
in full as follows:  



     (a)          in
the case of Revolving Loans and Term A Loans, (i) at all times such Loan is a
          Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time
          to time in effect plus the applicable Base Rate Margin from time to time in
          effect; and (ii) at all times such Loan is a Eurodollar Loan, at a rate per
          annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable to
          each Interest Period for such Loan plus the applicable Eurodollar Margin from
          time to time in effect;  



     (b)          in
the case of Term B Loans, (i) at all times such Loan is a Base Rate Loan, at           a
rate per annum equal to the sum of the Base Rate from time to time in effect
          plus 2.0%; and (ii) at all times such Loan is a Eurodollar Loan, at a rate per
          annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable to
          each Interest Period for such Loan plus 3.75%; and  



     (c) in
the case of Swing Line Loans, at a rate per annum equal to the sum of the           Base
Rate from time to time in effect plus the applicable Base Rate Margin from           time
to time in effect;  



provided that, at
the written request of the Required Lenders, at any time an Event of Default
exists the interest rate applicable to each Loan shall be increased by 2%. 




30 
















	




     4.2 Interest
Payment Dates. Accrued interest on each Base Rate Loan and Swing Line Loan shall be
payable in arrears on the last Business Day of each calendar quarter and at maturity.
Accrued interest on each Eurodollar Loan shall be payable on the last day of each
Interest Period relating to such Loan (and, in the case of a Eurodollar Loan with a
six-month Interest Period, on the three-month anniversary of the first day of such
Interest Period) and at maturity. After maturity, accrued interest on all Loans shall be
payable on demand.  



     4.3 Setting
and Notice of Eurodollar Rates. The applicable Eurodollar Rate for each Interest
Period shall be determined by the Administrative Agent, and notice thereof shall be given
by the Administrative Agent promptly to the Company and each applicable Lender. Each
determination of the applicable Eurodollar Rate by the Administrative Agent shall be
conclusive and binding upon the parties hereto, in the absence of demonstrable error. The
Administrative Agent shall, upon written request of the Company or any applicable Lender,
deliver to the Company or such Lender a statement showing the computations used by the
Administrative Agent in determining any applicable Eurodollar Rate hereunder.  



     4.4 Computation
of Interest. All determinations of interest for Base Rate Loans and Swing Line Loans
when the Base Rate is determined by the Prime Rate shall be made on the basis of a year
of 365 or 366 days, as the case may be, and the actual number of days elapsed. All other
computations of interest shall be computed for the actual number of days elapsed on the
basis of a year of 360 days. The applicable interest rate for each Base Rate Loan shall
change simultaneously with each change in the Base Rate.  



     SECTION
5         FEES. 



     5.1 Commitment
Fee. The Company agrees to pay to the Administrative Agent for the account of each
Revolving Lender a commitment fee, for the period from the date on which the Effective
Time occurs to the Revolving Termination Date, at a rate per annum equal to the
Commitment Fee Rate in effect from time to time of the daily average of such Revolving
Lender’s Revolving Percentage of the unused amount of the Revolving Commitment
Amount. For purposes of calculating usage under this Section, the Revolving Commitment
Amount shall be deemed used to the extent of the sum of the aggregate outstanding
principal amount of all Revolving Loans and the Stated Amount of Letters of Credit at
such time. Such commitment fee shall be payable in arrears on the last Business Day of
each calendar quarter and on the Revolving Termination Date for any period then ending
for which such commitment fee shall not have theretofore been paid. The commitment fee
shall be computed for the actual number of days elapsed on the basis of a year of 360
days.  



     5.2 Letter
of Credit Fees. (a) The Company agrees to pay to the Administrative Agent for the
account of the Revolving Lenders pro rata according to their respective Revolving
Percentages a letter of credit fee for each Letter of Credit in an amount equal to the
applicable LC Fee Rate (based on the type of Letter of Credit) per annum in effect from
time to time of the undrawn amount of such Letter of Credit (computed for the actual
number of days elapsed on the basis of a year of 360 days); provided that, at the
written request of the Required Lenders, at any time an Event of Default exists the rate
applicable to each Letter of Credit shall be increased by 2%. Such letter of credit fee
shall be payable in arrears on the last Business Day of each calendar quarter and on the
Revolving Termination Date (and, if any Letter of Credit remains outstanding on the
Revolving Termination Date, thereafter on demand) for the period from the date of the
issuance of each Letter of Credit to the date such payment is due or, if earlier, the
date on which such Letter of Credit expired or was terminated.  



31 
















	





     (b) The
Company agrees to pay each Issuing Lender a fronting fee for each Letter of
          Credit issued by such Issuing Lender in the amount separately agreed to between
          the Company and such Issuing Lender.  



     (c)          In
addition, with respect to each Letter of Credit, the Company agrees to pay to
          the applicable Issuing Lender, for its own account, such fees and expenses as
          such Issuing Lender customarily requires in connection with the issuance,
          negotiation, processing and/or administration of letters of credit in similar
          situations.  



     5.3 Up-Front
and Funding Fees. The Company agrees to pay to the Administrative Agent for the
account of the Lenders such up-front and funding fees as have been previously agreed to
by the Company, the Administrative Agent, the Lead Arranger and the Lenders.  



     5.4 Administrative
Agent’s and Lead Arranger’s Fees. The Company agrees to pay to the
Administrative Agent and the Lead Arranger such fees as are mutually agreed to from time
to time by the Company, the Administrative Agent and the Lead Arranger.  



     SECTION
6         REPAYMENT OF LOANS; REDUCTION AND TERMINATION OF THE COMMITMENTS; PREPAYMENTS. 



     6.1 Repayment
of Loans. (a) The Term A Loans shall be repaid in installments on the dates, and in
the amounts, set forth on Schedule 6.1(a). Each such installment shall be applied
to repay the Term A Loans of the Term A Lenders according to their respective Term A
Percentages.  



     (b) The
Term B Loans shall be repaid in installments on the dates, and in the           amounts,
set forth on Schedule 6.1(b). Each such installment shall be           applied to
repay the Term B Loans of the Term B Lenders according to their           respective Term B
Percentages.  



     (c) All
Revolving Loans and Swing Line Loans shall be repaid in full on the           Revolving
Termination Date.  



     6.2
Reductions of the Revolving Commitment Amount and the Revolving Reserve.  



     6.2.1
Voluntary Reductions. The Company may from time to time on at least five Business
Days’ prior written notice received by the Administrative Agent (which shall
promptly advise each Revolving Lender thereof) permanently reduce the Revolving
Commitment Amount to an amount not less than the Revolving Outstandings. Any such
reduction shall be in an amount not less than $3,000,000 or a higher integral multiple of
$1,000,000 (or such lesser amount as is necessary to comply with the requirements of the
proviso to Section 6.2.4). The Company may at any time on like notice terminate
the Revolving Commitments upon payment in full of all Revolving Loans and Swing Line
Loans and all other obligations of the Company hereunder in respect of such Loans and
cash collateralization in full, pursuant to documentation in form and substance
reasonably satisfactory to the Issuing Lenders, of all obligations arising with respect
to the Letters of Credit.  



32 
















	





     6.2.2
Mandatory Reduction. The Revolving Commitment Amount shall be permanently reduced
(a) on June 30, 2004 by an amount equal to the Revolving Reserve on such date and (b) on
the date on which the Revolving Reserve is reduced to zero pursuant to the first sentence
of Section 6.2.4 by an amount equal to such reduction in the Revolving Reserve.  



     6.2.3
All Reductions. All reductions of the Revolving Commitment Amount shall reduce the
Revolving Commitments pro rata among the Revolving Lenders according to their respective
Revolving Percentages.  



     6.2.4
Reduction of the Revolving Reserve. The Revolving Reserve shall be reduced to zero
concurrently with the payment in full of all Seller Subordinated Debt. The Company may
from time to time on at least five Business Days’ prior written notice received by
the Administrative Agent (which shall promptly advise each Revolving Lender thereof)
permanently reduce the Revolving Reserve in integral multiples of $1,000,000; provided that
the Company simultaneously makes a reduction in the Revolving Commitment Amount in an
amount equal to such reduction in the Revolving Reserve.  



     6.3
Prepayments.  



     6.3.1
Voluntary Prepayments. The Company may from time to time prepay Loans in whole or
in part, without premium or penalty; provided that the Company shall give the
Administrative Agent (which shall promptly advise each applicable Lender) notice thereof
not later than 10:00 A.M. (or, in the case of prepayment of Swing Line Loans, 12:00
noon), Chicago time, on the date of such prepayment (which shall be a Business Day),
specifying the Loans to be prepaid (subject to Section 6.3.3) and the date and
amount of prepayment. Each partial prepayment of Revolving Loans shall be in a principal
amount of $100,000 or a higher integral multiple thereof. Each partial prepayment of Term
Loans shall be in a principal amount of $500,000 or a higher integral multiple of
$100,000. Any prepayment of a Eurodollar Loan on a day other than the last day of an
Interest Period therefor shall include interest on the principal amount being repaid and
shall be subject to Section 8.4.  



     6.3.2
Mandatory Prepayments. 



     (a)          If
at any time the Revolving Outstandings exceed the Borrowing Base, the Company
          shall immediately prepay Revolving Loans in the amount of such excess (rounded
          upward, if necessary, to an integral multiple of $100,000).  



     (b)          If,
after giving effect to any prepayment pursuant to clause (a) above,           the
Revolving Outstandings exceed the Revolving Availability, the Company will
          deliver to the Administrative Agent cash collateral in an amount equal to such
          excess (and the Administrative Agent shall continue to hold cash collateral,
          pursuant to documentation in form and substance reasonably satisfactory to the
          Issuing Lenders, in an amount equal to such excess, as changed from time to
          time, until such excess is eliminated).  



33 
















	


      


     (c) Within one Business Day following the receipt by the Company or any Subsidiary
of any Net Cash Proceeds from any Asset Sale, the Company shall make a
prepayment of the Term Loans in an amount (rounded down, if necessary, to an
integral multiple of $100,000) equal to 100% of all such Net Cash Proceeds
received since the Effective Time minus all amounts previously applied to prepay
Term Loans pursuant to this clause (c). 



     (d) Within
one Business Day following the receipt by the Company, the Parent or any
Subsidiary of any Net Cash Proceeds from the issuance of any Debt (other than
Debt permitted by Sections 10.7(a) through (f) and (h)
through (k), the Company shall make a prepayment of the Term Loans in an
amount (rounded down, if necessary, to an integral multiple of $100,000) equal
to 100% of such Net Cash Proceeds received since the Effective Time minus all
amounts previously applied to prepay Term Loans pursuant to this clause
(d). 



     (e) Within one Business Day following the receipt by the Company, the Parent or any
Subsidiary of any Net Cash Proceeds from the issuance of any Debt under any
Eximbank Financing Agreement, the Company shall make a prepayment of the Term
Loans (not to exceed $3,000,000 in the aggregate for all such prepayments) in an
amount (rounded down, if necessary, to an integral multiple of $100,000) equal
to 35% of such Net Cash Proceeds received since the Effective Time minus all
amounts previously applied to prepay Term Loans pursuant to this clause
(e). 



     (f) Concurrently with the receipt by the Company, the Parent or any Subsidiary of
any Net Cash Proceeds from the issuance of any equity securities of the Company,
Parent or any Subsidiary (other than securities issued to the Parent, the
Company or a Subsidiary and securities issued to officers, directors and
employees of the Parent or any Subsidiary pursuant to any stock option, benefit
or compensation plan), the Company shall make a prepayment of the Term Loans in
an amount (rounded down, if necessary, to an integral multiple of $100,000)
equal to 75% of such Net Cash Proceeds received since the Effective Time minus
all amounts previously applied to prepay Term Loans pursuant to this clause
(f). 



     (g) If the Leverage Ratio is greater than or equal to 1.0 to 1.0 as of the last day
of any Fiscal Year, beginning with the Fiscal Year ending December 27, 2003, the
Company shall make a prepayment of the Term Loans not later than 180 days after
the end of such Fiscal Year in an amount (rounded down, if necessary, to an
integral multiple of $100,000) equal to 75% of Excess Cash Flow for such Fiscal
Year. 



     6.3.3
Application of Prepayments. Each prepayment of Term Loans shall be applied ratably
to the Term A Loans and the Term B Loans, in each case pro rata to the remaining
installments thereof. All prepayments of Revolving Loans shall be applied pro rata to the
Revolving Loans of the Revolving Lenders in accordance with their Revolving Percentages,
all prepayments of Term A Loans shall be applied pro rata to the Term A Loans of the Term
A Lenders in accordance with their Term A Percentages and all prepayments of Term B Loans
shall be applied pro rata to the Term B Loans of the Term B Lenders in accordance with
their Term B Percentages.  



34 
















	





     SECTION
7         MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES. 



     7.1 Making
of Payments. All payments of principal of or interest on the Loans, and of all
commitment fees and Letter of Credit fees, shall be made by the Company to the
Administrative Agent in immediately available funds at the office specified by the
Administrative Agent not later than noon, Chicago time, on the date due; and funds
received after that hour shall be deemed to have been received by the Administrative
Agent on the next following Business Day. The Administrative Agent shall promptly remit
to each applicable Lender its share of all such payments received in collected funds by
the Administrative Agent for the account of such Lender. All payments under Section 8.1 shall
be made by the Company directly to the Lender entitled thereto.  



     7.2 Application
of Certain Payments. Subject to the requirements of Section 6.3, each payment
of principal shall be applied to such Loans as the Company shall direct by notice to be
received by the Administrative Agent on or before the date of such payment or, in the
absence of such notice, as the Administrative Agent shall determine in its discretion.
Concurrently with each remittance to any Lender of its share of any such payment, the
Administrative Agent shall advise such Lender as to the application of such payment.  



     7.3 Due
Date Extension. If any payment of principal or interest with respect to any of the
Loans, or of commitment fees or Letter of Credit fees, falls due on a day which is not a
Business Day, then such due date shall be extended to the immediately following Business
Day (unless, in the case of a Eurodollar Loan, such immediately following Business Day is
the first Business Day of a calendar month, in which case such date shall be the
immediately preceding Business Day) and, in the case of principal, additional interest
shall accrue and be payable for the period of any such extension.  



     7.4 Setoff.
The Company agrees that the Administrative Agent and each Lender have all rights of
set-off and bankers’ lien provided by applicable law, and in addition thereto, the
Company agrees that at any time any Event of Default exists, the Administrative Agent and
each Lender may apply to the payment of any obligations of the Company hereunder, whether
or not then due, any and all balances, credits, deposits, accounts or moneys of the
Company then or thereafter with the Administrative Agent or such Lender.  



     7.5 Proration
of Payments. If any Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of offset or otherwise, but excluding any payment
pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in
respect of a Swing Line Loan) on account of principal of or interest on any of its Loans
(or on account of its participation in any other Credit Extension) in excess of its pro
rata share (in accordance with the terms of this Agreement) of payments and other
recoveries obtained by all Lenders on account of principal of and interest on their
respective Loans (or such participations) then held by them, such Lender shall purchase
from the other Lenders such participation in the Loans (or sub-participations in the
other Credit Extensions) held by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them; provided that
if all or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery.  



35 
















	





     7.6 Taxes.
(a) Provided that a Lender, Participant or Assignee has complied in all material respects
with its obligations pursuant to Section 7.6(c) and (d)and Section 14.10,
all payments by the Company of principal of, and interest on, the Loans and all other
amounts payable hereunder to such Lender, Participant or Assignee shall be made free and
clear of and without deduction for any present or future income, excise, stamp or other
taxes, fees, duties, withholdings or other charges with respect thereto of any nature
whatsoever imposed by any taxing authority (other than franchise taxes, branch profits
taxes and other taxes imposed on or measured by net income, net profits or receipts)(all
non-excluded items being called “Taxes”). If any withholding or
deduction from any payment to be made by the Company hereunder is required in respect of
any Taxes pursuant to any applicable law, rule or regulation, then the Company will:  










	 	     (i)
          pay directly to the relevant authority the full amount required to be so
          withheld or deducted; 






	 	     (ii)
          promptly forward to the Administrative Agent a certified copy of an official
          receipt or other documentation reasonably satisfactory to the Administrative
          Agent evidencing such payment to such authority; and 






	 	     (iii)
          (except to the extent such withholding or deduction would not be required if
          such Lender’s, Participant’s or Assignee’s Exemption
          Representation were true and such Lender, Participant or Assignee or the
          Administrative Agent had properly completed and delivered the necessary forms
to           the Company as required by Sections 7.6(d) and 14.10(a) through
(c) to establish that it was not subject to any deduction or withholding)
          pay to the Administrative Agent for the account of such Lender, Participant or
          Assignee such additional amount or amounts as is necessary to ensure that the
          net amount actually received by such Lender, Participant or Assignee will equal
          the full amount such Lender, Participant or Assignee would have received had no
          such withholding or deduction been required. 






	


Moreover, if any Taxes are
directly asserted against the Administrative Agent or any Lender, Participant or
Assignee with respect to any payment received by the Administrative Agent or
such Lender, Participant or Assignee hereunder, the Administrative Agent or such
Lender, Participant or Assignee may pay such Taxes and the Company will (except
to the extent such Taxes are payable by a Lender, Participant or Assignee and
would not have been payable if such Lender’s, Participant’s or
Assignee’s Exemption Representation were true and such Lender, Participant
or Assignee or the Administrative Agent had properly completed and delivered the
necessary forms to the Company as required by Sections 7.6(d) and
14.10(a) through (c) to establish that it was not subject to any
deduction or withholding) promptly pay such additional amounts (including any
penalty, interest and expense) as is necessary in order that the net amount
received by such Person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Person would have received
had such Taxes not been asserted. 



     (b)          If
the Company fails to pay any Taxes when due to the appropriate taxing           authority
or fails to remit to the Administrative Agent, for the account of the
          respective Lender, Participant or Assignee the required receipts or other
          required documentary evidence, the Company shall indemnify such Lender,
          Participant or Assignee for any incremental Taxes, interest or penalties that
          may become payable by such Lender, Participant or Assignee as a result of any
          such failure; provided that the Company will not pay any Taxes (nor any
          interest or penalty relating thereto) that would not have been payable if such
          Lender’s, Participant’s or Assignee’s Exemption Representation
          were true and such Lender, Participant or Assignee had properly completed and
          delivered the necessary forms to the Company as required by Sections
          7.6(d) and 14.10(a) through (c) to establish that it was not
          subject to any deduction or withholding. For purposes of this Section
          7.6, a distribution hereunder by the Administrative Agent or any Lender,
          Participant or Assignee to or for the account of any Lender, Participant or
          Assignee shall be deemed a payment by the Company.  




36 
















	






     (c)          Each
Lender, Participant and Assignee represents and warrants (such           Lender’s,
Participant’s or Assignee’s “Exemption           Representation”)
to the Company and the Administrative Agent that, as           of the date of this
Agreement (or, (i) in the case of an Assignee, the date it           becomes a party
hereto or (ii) in the case of a Participant, the date it           purchases a
participation hereunder), it is entitled to receive payments           hereunder without
any deduction or withholding in respect of any Taxes pursuant           to any applicable
law, rule or regulation.  



     (d)          In
addition to satisfying the requirements of Section 14.10(a) through (c),
upon the request from time to time of the Company or the           Administrative Agent,
each Lender, Participant and Assignee that is organized           under the laws of a
jurisdiction other than the United States of America shall           execute and deliver
to the Company and the Administrative Agent two or more (as           the Company or the
Administrative Agent may reasonably request) United States           Internal Revenue
Service Forms W-9, W-8BEN or W-8ECI or such other forms or           documents,
appropriately completed, as may be applicable to establish the           extent, if any,
to which a payment to such Lender, Participant or Assignee is           exempt from
withholding or deduction of Taxes.  



     (e)          The
Administrative Agent and each Lender, Participant or Assignee, as           applicable,
shall promptly and diligently pursue any available refund that, in           the
reasonable and good faith determination of the Administrative Agent or such
          Lender, Participant or Assignee, as applicable, is attributable to any tax with
          respect to which the Company has made a payment pursuant to this Agreement, and
          shall promptly remit immediately available funds to the Company in an amount
          equal to any such refund (including any interest received thereon).  



     SECTION
8         INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS. 



     8.1 Increased
Costs. (a) If, after the date hereof, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any Eurodollar
Office of such Lender) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency  










	 	
(A)
                shall subject any Lender (or any Eurodollar Office of such Lender)
to any                additional tax, duty or other charge with respect to its Eurodollar
Loans, its                Note or its obligation to make Eurodollar Loans, or shall
change the basis of                taxation of payments to any Lender of the principal of
or interest on its                Eurodollar Loans or any other amounts due under this
Agreement in respect of its                Eurodollar Loans or its obligation to make
Eurodollar Loans (except for changes                in the rate of any franchise tax,
branch profits tax or other tax imposed on or                measured by the net income,
net profits or receipts of such Lender or its                Eurodollar Office imposed by
the jurisdiction in which such Lender’s                principal executive office or
Eurodollar Office is located, in which such Lender                is organized or in
which such Lender is doing business); or 






	


14 















	










	 	(B) shall impose, modify or deem applicable any reserve (including any
reserve imposed by the FRB, but excluding any reserve included in the
determination of interest rates pursuant to Section 4), special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by any Lender (or any Eurodollar Office of such Lender); or











	 	
(C)
                shall impose on any Lender (or its Eurodollar Office) any other
condition                affecting its Eurodollar Loans, its Note or its obligation to
make Eurodollar                Loans; 






	


and the result of any of
the foregoing is to increase the cost to (or in the case of Regulation D of the
FRB, to impose a cost on) such Lender (or any Eurodollar Office of such Lender)
of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum
received or receivable by such Lender (or its Eurodollar Office) under this
Agreement or under its Note with respect thereto, then within 10 Business Days
after demand to the Company by such Lender (which demand shall be accompanied by
a statement setting forth the basis for such demand and a calculation of the
amount thereof in reasonable detail, a copy of which shall be furnished to the
Administrative Agent), the Company shall pay directly to such Lender such
additional amount as will compensate such Lender for such increased cost or such
reduction. 



     (b)          If
any Lender shall reasonably determine that the adoption or phase-in of any
          applicable law, rule or regulation regarding capital adequacy, or any change
          therein, or any change in the interpretation or administration thereof by any
          governmental authority, central bank or comparable agency charged with the
          interpretation or administration thereof, or compliance by any Lender or any
          Person controlling such Lender with any request or directive regarding capital
          adequacy (whether or not having the force of law) of any such authority,
central           bank or comparable agency, has or would have the effect of reducing the
rate of           return on such Lender’s or such controlling Person’s capital
as a           consequence of such Lender’s obligations hereunder or under any
Letter of           Credit to a level below that which such Lender or such controlling
Person could           have achieved but for such adoption, change or compliance (taking
into           consideration such Lender’s or such controlling Person’s
policies with           respect to capital adequacy) by an amount deemed by such Lender
or such           controlling Person to be material, then from time to time, within 10
Business           Days after demand to the Company by such Lender (which demand shall be
          accompanied by a statement setting forth the basis for such demand and a
          calculation of the amount thereof in reasonable detail, a copy of which shall
be           furnished to the Administrative Agent), the Company shall pay to such Lender
          such additional amount or amounts as will compensate such Lender or such
          controlling Person for such reduction.  



38 
















	





     (c)          Notwithstanding
the foregoing provisions of this Section 8.1, if any           Lender fails to
notify the Company of any event or circumstance which will           entitle such Lender
to compensation pursuant to this Section 8.1 within           180 days after such
Lender obtains knowledge of such event or circumstance, then           such Lender shall
not be entitled to compensation from the Company for any           amount arising prior
to the date which is 180 days before the date on which such           Lender notifies the
Company of such event or circumstance.  



     8.2
Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any
Interest Period:  



     (a)          deposits
in Dollars (in the applicable amounts) are not being offered to the
          Administrative Agent in the interbank eurodollar market for such Interest
          Period, or the Administrative Agent otherwise reasonably determines (which
          determination, if made in good faith, shall be binding and conclusive on the
          Company) that by reason of circumstances affecting the interbank eurodollar
          market adequate and reasonable means do not exist for ascertaining the
          applicable Eurodollar Rate; or  



     (b)          Lenders
having an aggregate Revolving Percentage, Term A Percentage or Term B
          Percentage, as applicable, of 40% or more advise the Administrative Agent that
          the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative
Agent           will not adequately and fairly reflect the cost to such Lenders of
maintaining           or funding such Eurodollar Loans for such Interest Period (taking
into account           any amount to which such Lenders may be entitled under Section
8.1) or           that the making or funding of Eurodollar Loans has become
impracticable as a           result of an event occurring after the date of this
Agreement which in the           opinion of such Lenders materially affects such Loans;  



     then the
Administrative Agent shall promptly notify the other parties thereof and, so long as such
circumstances shall continue, (i) no Lender shall be under any obligation to make or
convert into Eurodollar Loans and (ii) on the last day of the current Interest Period for
each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert
to a Base Rate Loan.  



     8.3 Changes
in Law Rendering Eurodollar Loans Unlawful. In the event that any change in
(including the adoption of any new) applicable laws or regulations, or any change in the
interpretation of applicable laws or regulations by any governmental or other regulatory
body charged with the administration thereof, should make it (or in the good faith
judgment of any Lender cause a substantial question as to whether it is) unlawful for any
Lender to make, maintain or fund Eurodollar Loans, then such Lender shall promptly notify
each of the other parties hereto and, so long as such circumstances shall continue, (a)
such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall
make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans
by the applicable Lenders which are not so affected, in each case in an amount equal to
such Lender’s pro rata share of all Eurodollar Loans which would be made or
converted into at such time in the absence of such circumstances) and (b) on the last day
of the current Interest Period for each Eurodollar Loan of such Lender (or, in any event,
on such earlier date as may be required by the relevant law, regulation or
interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically
convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the
circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “Affected
Loan”) shall remain outstanding as a Base Rate Loan for the same period as the
Group of Eurodollar Loans of which such Affected Loan would be a part absent such
circumstances.  



39 
















	





     8.4 Funding
Losses. The Company hereby agrees that upon demand by any Lender (which demand shall
be accompanied by a statement setting forth the basis for the amount being claimed, a
copy of which shall be furnished to the Administrative Agent), the Company will indemnify
such Lender against any net loss or expense which such Lender may sustain or incur
(including any net loss or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar
Loan), as reasonably determined by such Lender, as a result of (a) any payment,
prepayment or conversion of any Eurodollar Loan of such Lender on a date other than the
last day of an Interest Period for such Loan (including any conversion pursuant to Section
8.3) or (b) any failure of the Company to borrow or continue, or to convert any Loan
into, a Eurodollar Loan on a date specified therefor in a notice of borrowing,
continuation or conversion pursuant to this Agreement. For this purpose, all notices to
the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.  



     8.5 Right
of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill
its commitment as to any Eurodollar Loan by causing a foreign branch or affiliate of such
Lender to make such Loan; provided that in such event, for purposes of this
Agreement, such Loan shall be deemed to have been made by such Lender and the obligation
of the Company to repay such Loan shall nevertheless be to such Lender and shall be
deemed held by it, to the extent of such Loan, for the account of such branch or
affiliate.  



     8.6 Discretion
of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement
to the contrary, each Lender shall be entitled to fund and maintain its funding of all or
any part of its Loans in any manner it sees fit, it being understood, however, that for
purposes of this Agreement all determinations hereunder shall be made as if such Lender
had actually funded and maintained each Eurodollar Loan during each Interest Period for
such Loan through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Eurodollar Rate for such
Interest Period.  



     8.7 Mitigation
of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly
notify the Company and the Administrative Agent of any event of which it has knowledge
which will result in, and will use reasonable commercial efforts available to it (and
not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender)
to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section
7.6 or 8.1 or (ii) the occurrence of any circumstance of the nature described
in Section 8.2 or 8.3 (and, if any Lender has given notice of any such
event described in clause (i) or (ii) above and thereafter such event
ceases to exist, such Lender shall promptly so notify the Company and the Administrative
Agent). Without limiting the foregoing, each Lender will designate a different funding
office if such designation will avoid (or reduce the cost to the Company of) any event
described in clause (i) or (ii) of the preceding sentence and such
designation will not, in such Lender’s good faith judgment, be otherwise
disadvantageous to such Lender.  



     (b)          At
any time any Lender is an Affected Lender or would be an Affected Lender but
          for not having given notice to the Company, the Company may replace such
          Affected Lender as a party to this Agreement with one or more other bank(s) or
          financial institution(s) reasonably satisfactory to the Administrative Agent
          (and upon notice from the Company such Affected Lender shall assign pursuant to
          an Assignment Agreement, and without recourse or warranty, its Commitment, its
          Loans, its Note, its participation (if any) in Swing Line Loans and Letters of
          Credit, and all of its other rights and obligations hereunder to such
          replacement bank(s) or other financial institution(s) for a purchase price
equal           to the sum of the outstanding principal amount of the Loans so assigned,
all           accrued and unpaid interest thereon, its ratable share of all accrued and
unpaid           commitment fees and Letter of Credit fees, any amounts payable under Section
          8.4 as a result of such Lender receiving payment of any Eurodollar Loan
          prior to the end of an Interest Period therefor and all other obligations owed
          to such Affected Lender hereunder).  



40 
















	





     8.8 Conclusiveness
of Statements; Survival of Provisions. Determinations and statements of any Lender
pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be conclusive
absent demonstrable error. Lenders may use reasonable averaging and attribution methods
in determining compensation under Sections 8.1 and 8.4, and the provisions
of such Sections shall survive repayment of the Loans, cancellation of the Notes,
cancellation or expiration of the Letters of Credit and any termination of this
Agreement.  



     SECTION
9         REPRESENTATIONS AND WARRANTIES. 



     To
induce the Administrative Agent and the Lenders to enter into this Agreement and to
induce the Lenders to make Loans and issue or participate in Letters of Credit hereunder,
the Parent and the Company represent and warrant to the Administrative Agent and the
Lenders that:  



     9.1 Organization,
etc. The Parent is a corporation duly organized, validly existing and, if applicable,
in good standing under the laws of the State of Delaware; each Subsidiary is duly
organized, validly existing and, if applicable, in good standing under the laws of the
jurisdiction of its organization; and each of the Parent and each Subsidiary is duly
qualified to do business in each jurisdiction where the nature of its business makes such
qualification necessary (except in those instances in which the failure to be qualified
or in good standing could not reasonably be expected to have a Material Adverse Effect)
and has full power and authority to own its property and conduct its business as
presently conducted by it.  



     9.2 Authorization;
No Conflict. The execution and delivery by each of the Parent and the Company of this
Agreement and each other Loan Document to which it is a party, the borrowings hereunder,
the execution and delivery by each other Loan Party of each Loan Document to which it is
a party and the performance by each Loan Party of its obligations under each Loan
Document to which it is a party are within the organizational powers of such Loan Party,
have been duly authorized by all necessary organizational action on the part of such Loan
Party (including any necessary shareholder, partner or member action), have received all
necessary governmental approval (if any shall be required), and do not and will not (a)
violate any provision of any law, statute, rule or regulation or any order, writ,
injunction, decree or judgment of any court or other government agency which is binding
on any Loan Party, (b) contravene or conflict with, or result in a breach of, any
provision of the certificate of incorporation, partnership agreement, by-laws or other
organizational documents of such Loan Party or of any agreement, indenture, instrument or
other document which is binding on such Loan Party or any other Subsidiary or any
property of any of the foregoing or (c) result in, or require, the creation or imposition
of any Lien on any property of any Loan Party or any other Subsidiary (other than Liens
arising under the Loan Documents).  



41 
















	





     9.3 Validity
and Binding Nature. Each Loan Document to which any Loan Party is a party has been
duly executed and delivered by such Loan Party and is the legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of
creditors’ rights generally and to general principles of equity.  



     9.4 Financial
Condition. (a) The audited consolidated financial statements of the Parent and its
Subsidiaries as at December 29, 2001, copies of which have been delivered to each Lender,
were prepared using accounting principles consistent with those used in the preparation
of the audited consolidated financial statements of the Parent and its Subsidiaries as at
December 30, 2000 and present fairly the consolidated financial condition of the Parent
and its Subsidiaries as at such date and the results of their operations for the period
then ended (except with respect to the treatment of certain warrants issued by the
Company) and (b) the unaudited consolidated financial statements of the Parent and its
Subsidiaries as at September 28, 2002, copies of which have been delivered to each
Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited
statements, to the absence of footnotes and to normal year-end adjustments) and present
fairly the consolidated financial condition of the Parent and its Subsidiaries as at such
date and the results of their operations for the period then ended.  



     9.5 No
Material Adverse Change. Since December 29, 2001, there has been no material adverse
change in the business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a
whole.  



     9.6 Litigation
and Contingent Liabilities. No litigation (including derivative actions), arbitration
proceeding, labor controversy or governmental investigation or proceeding is pending or,
to the Company’s knowledge, threatened against the Parent or any Subsidiary which
might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule
9.6. Other than any liability incident to such litigation or proceedings, neither the
Parent nor any Subsidiary has any material contingent liabilities as of the date hereof
not listed in such Schedule 9.6.  



     9.7 Ownership
of Properties; Liens. Except as set forth in Schedule 9.7, each of the Parent
and each Subsidiary owns good and, in the case of real property, indefeasible title to
all of its properties and assets, real and personal, tangible and intangible, of any
nature whatsoever, in each case necessary for the conduct of its business (including
patents, trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges and material claims (including material infringement claims which are
pending or, to the knowledge of the Parent or any Subsidiary, threatened with respect to
patents, trademarks, copyrights and the like) except as permitted pursuant to Section
10.8.  



     9.8 Subsidiaries.
As of the date hereof, the Parent has no Subsidiaries except those listed in Schedule
9.8; and the Parent has no direct Subsidiary other than the Company.  



42 
















	





     9.9 Pension
Plans. (a) During the twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement or the making of any Credit Extension hereunder,
(i) no steps have been taken to terminate any Pension Plan, other than any such
termination pursuant to Section 4041(b) of ERISA, and (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a lien under Section
302(f) of ERISA. No condition exists or event or transaction has occurred with respect to
any Pension Plan which could reasonably be expected to have a Material Adverse Effect.  



     (b)          All
contributions (if any) have been made to any Multiemployer Pension Plan that
          are required to be made by the Parent or any other member of the Controlled
          Group under the terms of the plan or of any collective bargaining agreement or
          by applicable law; neither the Parent nor any member of the Controlled Group
has           withdrawn or partially withdrawn from any Multiemployer Pension Plan,
incurred           any withdrawal liability with respect to any such plan, received
notice of any           claim or demand for withdrawal liability or partial withdrawal
liability from           any such plan, and no condition has occurred which, if
continued, could           reasonably be expected to result in a withdrawal or partial
withdrawal from any           such plan; and neither the Parent nor any member of the
Controlled Group has           received any notice that any Multiemployer Pension Plan is
in reorganization,           that increased contributions may be required to avoid a
reduction in plan           benefits or the imposition of any excise tax, that any such
plan is or has been           funded at a rate less than that required under Section 412
of the Code, that any           such plan is or may be terminated, or that any such plan
is or may become           insolvent.  



     9.10
Investment Company Act. Neither the Parent nor any Subsidiary is (a) required to
register as an “investment company” or (b) is a company “controlled” by
an “investment company”, in each case within the meaning of the Investment
Company Act of 1940. 9.11 Public Utility Holding Company Act. Neither the Parent
nor any Subsidiary is (a) required to register as a “holding company” or (b) is
a “subsidiary company” of a “holding company” or an “affiliate” of
a “holding company” or of a “subsidiary company” of a “holding
company”, in each case within the meaning of the Public Utility Holding Company Act
of 1935.  



     9.12
Regulation U. The Company is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying
Margin Stock.  



     9.13
Taxes. The Parent and each Subsidiary has filed all United States federal tax
returns and other material tax returns required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be owing, except any such tax
returns, taxes, fees or other charges (i) that are not delinquent and (ii) which are
being diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its books.  



     9.14
Solvency, etc.At the Effective Time (or, in the case of any Person which becomes a
Subsidiary Guarantor after the Effective Time, at the time such Person becomes a
Subsidiary Guarantor), and immediately prior to and after giving effect to the making of
each Credit Extension hereunder and the use of the proceeds thereof (and after giving
effect to any right of contribution and subrogation), (a) the present fair saleable value
of each Loan Party’s assets will exceed the amount that will be required to pay the
probable liability of its debts and other liabilities, contingent or otherwise, as such
debts and other liabilities become absolute and matured, and (b) each Loan Party will be
“solvent,” will be able to pay its debts as they mature, will own property with
“fair saleable value” greater than the amount required to pay its debts as they
become absolute and matured and will not have “unreasonably small capital” with
which to carry on its business as then constituted (all quoted terms used in clause (b) above
having the respective meanings given thereto in applicable federal and state laws
governing determinations of the insolvency of debtors).  



43 
















	





     9.15
Environmental Matters. The Parent and its Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and
Environmental Claims alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and as a
result thereof the Parent has reasonably concluded that, except as specifically disclosed
in Schedule 9.15, such Environmental Laws and Environmental Claims would not,
individually or in the aggregate, have a Material Adverse Effect.  



     9.16
Information. All information heretofore or contemporaneously herewith furnished in
writing by the Parent or any Subsidiary to any Lender for purposes of or in connection
with this Agreement and the transactions contemplated hereby is, and all written
information hereafter furnished by or on behalf of the Parent or any Subsidiary to any
Lender pursuant hereto or in connection herewith will be, true and accurate in every
material respect on the date as of which such information is dated or certified, and none
of such information is or will be incomplete by omitting to state any material fact
necessary to make such information not misleading in light of the circumstances under
which made as of the dates thereof (it being recognized by the Administrative Agent and
the Lenders that (a) any projections and forecasts provided by the Parent or any
Subsidiary are based on good faith estimates and assumptions believed by the Parent or
such Subsidiary to be reasonable as of the date of the applicable projections or
assumptions and that actual results during the period or periods covered by any such
projections and forecasts will likely differ from projected or forecasted results and (b)
any information provided by the Parent or any Subsidiary with respect to any Person or
assets acquired or to be acquired by the Parent or any Subsidiary shall, for all periods
prior to the date of such Acquisition, be limited to the knowledge of the Parent or the
acquiring Subsidiary after reasonable inquiry).  



     9.17
No Default. No Loan Party is in default under any agreement, instrument or
undertaking to which it is a party or by which it or any of its property is bound which
could reasonably be expected to have a Material Adverse Effect. No Event of Default or
Unmatured Event of Default exists.  



     9.18
No Burdensome Restrictions. No Loan Party is a party to any agreement or
instrument or subject to any other obligation or any charter or corporate restriction or
any provision of any applicable law, rule or regulation which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.  




44 
















	




     SECTION
10 COVENANTS. 



     Until
the expiration or termination of the Commitments and thereafter until all obligations of
the Company hereunder and under the other Loan Documents are paid in full and all Letters
of Credit have been terminated, the Parent agrees that, unless at any time the Required
Lenders shall otherwise expressly consent in writing, it will:  



     10.1
    Reports, Certificates and Other Information.  Furnish to the Administrative Agent
(which will promptly forward copies thereof to each Lender): 



     10.1.1
Audit Report. Promptly when available and in any event within 90 days after the
close of each Fiscal Year: (a) a copy of the annual audit report of the Parent and its
Subsidiaries for such Fiscal Year, including therein consolidated balance sheets of the
Parent and its Subsidiaries as of the end of such Fiscal Year and consolidated statements
of earnings and cash flow of the Parent and its Subsidiaries for such Fiscal Year
reported on without a “going concern” exception, or a qualification arising out
of the scope of the audit, by Deloitte & Touche LLP or other independent auditors of
recognized standing selected by the Parent and reasonably acceptable to the Required
Lenders, together with a written statement from such accountants to the effect that in
making the examination necessary for the signing of such annual audit report by such
accountants, they have not become aware of any Event of Default or Unmatured Event of
Default that has occurred and is continuing or, if they have become aware of any such
event, describing it in reasonable detail; and (b) consolidating balance sheets of the
Parent and its Subsidiaries as of the end of such Fiscal Year and consolidating
statements of earnings and cash flow for the Parent and its Subsidiaries for such Fiscal
Year, certified by a Responsible Financial Officer of the Parent.  



     10.1.2
Quarterly Reports. Promptly when available and in any event within 45 days after
the end of each Fiscal Quarter (except the last Fiscal Quarter) of each Fiscal Year,
consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of
the end of such Fiscal Quarter, together with consolidated and consolidating statements
of earnings and cash flow for such Fiscal Quarter and for the period beginning with the
first day of such Fiscal Year and ending on the last day of such Fiscal Quarter,
certified by a Responsible Financial Officer of the Parent.  



     10.1.3
Monthly Reports. Promptly when available and in any event within 30 days after the
end of each of the first two months of each Fiscal Quarter, consolidated balance sheets
of the Parent and its Subsidiaries as of the end of such month, together with (a)
consolidated statements of earnings and cash flow for such month and for the period
beginning with the first day of the applicable Fiscal Year and ending on the last day of
such month, certified by a Responsible Financial Officer of the Parent and (b) a detailed
description of all Special Charges taken by the Parent during such month.  



     10.1.4
Compliance Certificates. Contemporaneously with the furnishing of a copy of each
annual audit report pursuant to Section 10.1.1 and of each set of quarterly
statements pursuant to Section 10.1.2, (a) a duly completed compliance certificate
in the form of Exhibit B, with appropriate insertions, dated the date of such
annual report or such quarterly statements and signed by a Responsible Financial Officer
of the Parent, containing a computation of each of the financial ratios and restrictions
set forth in Section 10.6 and to the effect that such officer has not become aware
of any Event of Default or Unmatured Event of Default that has occurred and is continuing
or, if there is any such event, describing it and the steps, if any, being taken to cure
it; and (b) an updated organizational chart listing all Subsidiaries and the
jurisdictions of their respective organization.  



45 
















	





     10.1.5
Reports to SEC and to Shareholders. Promptly upon the filing or sending thereof,
copies of all regular, periodic or special reports of the Parent or any Subsidiary filed
with the SEC (excluding exhibits thereto, provided that the Company shall promptly
deliver any such exhibit to the Administrative Agent or any Lender upon request
therefor); copies of all registration statements of the Parent or any Subsidiary filed
with the SEC; and copies of all proxy statements or other communications made to
shareholders generally concerning material developments in the business of the Parent or
any Subsidiary.  



     10.1.6
Notice of Default, Litigation, ERISA and Environmental Matters. Promptly upon any
Responsible Officer becoming aware of any of the following, written notice describing the
same and the steps being taken by the Parent or the Subsidiary affected thereby with
respect thereto:  



     (a)          the
occurrence of an Event of Default or an Unmatured Event of Default;  



     (b)          any
litigation, arbitration or governmental investigation or proceeding not
          previously disclosed by the Parent to the Lenders which has been instituted or,
          to the knowledge of the Parent or the Company, is threatened against the Parent
          or any Subsidiary or to which any of the properties of any thereof is subject
          which (i) has a reasonable likelihood of being adversely determined and (ii) if
          so determined, would reasonably be expected to have a Material Adverse Effect;  



     (c)          the
institution of any steps by any member of the Controlled Group or any other
          Person to terminate any Pension Plan, or the failure of any member of the
          Controlled Group to make a required contribution to any Pension Plan (if such
          failure is sufficient to give rise to a lien under Section 302(f) of ERISA) or
          to any Multiemployer Pension Plan, or the taking of any action with respect to
a           Pension Plan which could reasonably be expected to result in the requirement
          that the Parent furnish a bond or other security to the PBGC or such Pension
          Plan, or the occurrence of any event with respect to any Pension Plan or
          Multiemployer Pension Plan which could result in the incurrence by any member
of           the Controlled Group of any material liability, fine or penalty (including
any           claim or demand for withdrawal liability or partial withdrawal from any
          Multiemployer Pension Plan), or any notice that any Multiemployer Pension Plan
          is in reorganization, that increased contributions may be required to avoid a
          reduction in plan benefits or the imposition of an excise tax, that any such
          plan is or has been funded at a rate less than that required under Section 412
          of the Code, that any such plan is or may be terminated, or that any such plan
          is or may become insolvent;  



     (d)          any
cancellation (without replacement) or material change in any insurance
          maintained by the Parent or any Subsidiary;  



     (e)          any
event (including any violation of any Environmental Law or the assertion of           any
Environmental Claim) which might reasonably be expected to have a Material
          Adverse Effect; or  



46 
















	





     (f)          any
setoff, claim (including any Environmental Claim), withholding or other           defense
to which any material portion of the collateral granted under any           Collateral
Document, or the Administrative Agent’s or the Lenders’          rights with
respect to any material portion of such collateral, are subject.  



     10.1.7
Subsidiaries. Promptly upon any change in the list of its Subsidiaries from that
set forth on Schedule 9.8 (or in the most recent notice pursuant to this Section),
notification of such change.  



     10.1.8
Management Reports. Promptly upon the request of the Administrative Agent or any
Lender, copies of all detailed financial and management reports submitted to the Parent
by independent auditors in connection with each annual or interim audit made by such
auditors of the books of the Parent.  



     10.1.9
Projections. As soon as practicable and in any event within 30 days before the
commencement of each Fiscal Year, financial projections for the Parent and its
Subsidiaries for such Fiscal Year prepared in a manner consistent with those projections
delivered by the Parent to the Administrative Agent prior to the Effective Time.  



     10.1.10
Borrowing Base Certificate. Within 25 days after the end of each month, a
Borrowing Base Certificate (provided that (i) the Parent may deliver Borrowing
Base Certificates more frequently if it chooses and (ii) at any time an Event of Default
exists, the Administrative Agent may require the Parent to deliver Borrowing Base
Certificates more frequently).  



     10.1.11
Other Information. From time to time such other information concerning the Parent
and its Subsidiaries as the Administrative Agent or any Lender may reasonably request.  



     10.2
Books, Records and Inspections. Keep, and cause each Subsidiary to keep, its books
and records in accordance with sound business practices sufficient to allow the
preparation of financial statements in accordance with GAAP; permit, and cause each
Subsidiary to permit, any Lender or the Administrative Agent or any representative
thereof upon reasonable prior notice to inspect the properties and operations of the
Parent and of such Subsidiary; permit, and cause each Subsidiary to permit, at any
reasonable time during normal business hours and with reasonable notice (or at any time
without notice if an Event of Default exists), any Lender or the Administrative Agent or
any representative thereof to visit any or all of its offices, to discuss its financial
matters with its officers and its independent auditors (and the Parent hereby authorizes
such independent auditors to discuss such financial matters with any Lender or the
Administrative Agent or any representative thereof whether or not any representative of
the Parent or any Subsidiary is present), and to examine (and, at the expense of the
Parent or the applicable Subsidiary, photocopy extracts from) any of its books or other
corporate records; and permit, and cause each Subsidiary to permit, the Administrative
Agent to perform periodic field examinations of the Parent and its Subsidiaries at such
times as the Administrative Agent or the Required Lenders (in each case in consultation
with the Company) may elect; provided that the Loan Parties shall not be obligated
to pay for more than two field examinations in any Fiscal Year (excluding field
examinations conducted at a time when any Event of Default exists).  



47 
















	




      


     10.3
Insurance. Maintain, and cause each Subsidiary to maintain, with responsible
insurance companies, such insurance as may be required by any law or governmental
regulation or court decree or order applicable to it and such other insurance, to such
extent and against such hazards and liabilities, as is customarily maintained by
companies similarly situated; and, upon request of the Administrative Agent or any
Lender, furnish to the Administrative Agent or such Lender a certificate setting forth in
reasonable detail the nature and extent of all insurance maintained by the Parent and its
Subsidiaries.  



     10.4
Compliance with Laws, Material Contracts; Payment of Taxes and Liabilities. (a)
Comply, and cause each Subsidiary to comply, in all material respects with all material
applicable laws (including Environmental Laws and ERISA), rules, regulations, decrees,
orders, judgments, licenses, material contracts and permits; and (b) pay, and cause each
Subsidiary to pay, prior to delinquency, all United States federal taxes and all other
material taxes and other governmental charges against it or any of its property, as well
as claims of any kind which, if unpaid, might become a Lien on any of its property, other
than Liens permitted by Section 10.8; provided that the foregoing shall not
require the Parent or any Subsidiary to pay any such tax or charge so long as it shall
contest the validity thereof in good faith by appropriate proceedings and shall set aside
on its books adequate reserves with respect thereto in accordance with GAAP.  



     10.5
Maintenance of Existence, etc. Maintain and preserve, and (subject to Section
10.10) cause each Subsidiary to maintain and preserve, (a) its existence and, if
applicable, good standing in the jurisdiction of its formation; providedthat any
Subsidiary (other than the Company) may liquidate or dissolve if the Company determines
in good faith that such liquidation or dissolution is in the best interests of the
Company and is not materially disadvantageous to the Lenders), and (b) its qualification
and good standing as a foreign company in each jurisdiction where the nature of its
business makes such qualification necessary (except in those instances in which the
failure to be qualified or in good standing does not have a Material Adverse Effect).  



     10.6
Financial Covenants. 



     10.6.1
Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio as of the
last day of any Computation Period, commencing with the Computation Period ended
September 28, 2002, to be less than the applicable ratio set forth below:  









	 	Computation

      Periods Ending: 
      

    	 	 	Fixed Charge

      Coverage Ratio 
      

    	 
	          	On or prior
      to October 2, 2004	          	 	1.10 to
      1.0.	 
	 	Thereafter	 	 	1.15 to
      1.0.	 






	


47 
















	





     10.6.2
Leverage Ratio. Not permit the Leverage Ratio as of the last day of any Fiscal
Quarter, commencing with the Fiscal Quarter ended September 28, 2002, to exceed the
applicable ratio set forth below:  











	 	Computation

      Periods Ending: 
      

    	 	 	Fixed Charge

      Coverage Ratio 
      

    	 
	          	On or prior
      to March 29, 2003	          	 	2.75 to
      1.0.	 
	 	June 28, 2003 through October 2, 2004	 	 	2.50 to
      1.0.	 
	 	Thereafter	 	 	2.00 to
      1.0.	 





	



     10.6.3
Minimum Consolidated Net Worth. Not permit Consolidated Net Worth at any time to
be less than the sum of (a) $40,000,000 plus (b) 75% of the sum of Consolidated
Net Income for each Fiscal Quarter, beginning with the Fiscal Quarter ending December 28,
2002 and ending with the most recently-ended Fiscal Quarter for which the Company has
delivered financial statements (excluding any Fiscal Quarter for which Consolidated Net
Income is less than zero) plus100% of the Net Cash Proceeds of any equity issued
by the Parent or any of its Subsidiaries (on a consolidated basis) after the Effective
Time.  



     10.6.4
Capital Expenditures. Not permit the aggregate amount of all Capital Expenditures
(excluding amounts, if any, paid to consummate Acquisitions permitted by Section 10.10(c) which
constitute Capital Expenditures) made by the Parent and its Subsidiaries during any
Fiscal Year (beginning with Fiscal Year 2003) to exceed $3,000,000.  



     10.7
    Limitations on Debt.  Not, and not permit any Subsidiary to, create, incur, assume or
suffer to exist any Debt, except: 



     (a)          obligations
under this Agreement and the other Loan Documents;  



     (b)          unsecured
seller Debt which represents all or part of the purchase price payable           in
connection with a transaction permitted by Section 10.10(c); provided that
the aggregate outstanding principal amount of all such Debt           shall not at any
time exceed $1,000,000;  



     (c)          Debt
arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d);
provided that the aggregate amount of all such           Debt at any time
outstanding shall not exceed $2,000,000;  



     (d)          Debt
of Subsidiaries owed to the Parent or any other Subsidiary;  



     (e)          Hedging
Obligations of the Company or any Subsidiary incurred in the ordinary           course of
business for bona fide hedging purposes and not for speculation;  



     (f)          unsecured
Debt of the Company to Subsidiaries;  



     (g)          Subordinated
Debt (and Suretyship Liabilities in respect thereof arising under,           or as a
condition to the closing of, the Note Purchase Agreement);  



     (h)          Debt
existing on the date hereof and listed on Schedule 10.7(h), and
          refinancings of any such Debt so long as the principal amount of such Debt is
          not increased and the terms applicable to such refinanced Debt are no less
          favorable to the Company or the applicable Subsidiary than the terms in effect
          immediately prior to such refinancing (except that interest and fees payable
          with respect to such refinanced Debt may be at the then-prevailing market
          rates);  



49 
















	





     (i)          Debt
arising under the Eximbank Financing Agreements not to exceed $10,000,000           in
aggregate principal amount at any time outstanding;  



     (j)          Debt
from the Parent to the Company solely to the extent that the proceeds of           such
Debt are used by the Parent to pay its taxes and reasonable accounting,           legal
and corporate overhead expenses, in each case as they become due; and  



     (k)          Debt
of Middleby Espa&ntidle;a, S.L. in an aggregate principal amount not to           exceed
$2,500,000 at any time, and any other Debt in an aggregate principal           amount not
to exceed $300,000 at any time.  



     10.8
Liens. Not, and not permit any Subsidiary to, create or permit to exist any Lien
on any of its real or personal properties, assets or rights of whatsoever nature (whether
now owned or hereafter acquired), except:  



     (a)          Liens
for taxes or other governmental charges not at the time delinquent or           being
contested in good faith by appropriate proceedings and, in each case, for           which
it maintains adequate reserves;  



     (b)          Liens
arising in the ordinary course of business (such as (i) Liens of carriers,
          warehousemen, landlords, mechanics, repairmen and materialmen and other similar
          Liens imposed by law and (ii) Liens incurred in connection with worker’s
          compensation, unemployment compensation and other types of social security
          (excluding Liens arising under ERISA) or in connection with leases, surety
          bonds, bids, performance bonds and similar obligations) for sums not overdue
for           a period of more than 30 days or being contested in good faith by
appropriate           proceedings and not involving any deposits (other than deposits
made to secure           surety bonds, bids, performance bonds, trade contracts entered
into in the           ordinary course of business, leases not prohibited hereunder and
other           obligations of a similar nature incurred in the ordinary course of
business and           deposits permitted by Section 10.19(f), but excluding bonds
of the types           described in subsection (e) below) or advances or borrowed
money or the           deferred purchase price of property or services, and, in each
case, for which it           maintains adequate reserves;  



     (c)          Liens
identified in Schedule 10.8 and Liens securing refinancings,           refundings,
renewals, replacements or extensions of the Debt originally secured           by such
Liens; provided that the amount of Debt secured thereby is not
          increased;  



     (d)          subject
to the limitation set forth in Section 10.7(c), (i) Liens           existing on
property at the time of the acquisition thereof by the Company or           any
Subsidiary (and not created in contemplation of such acquisition), (ii)           Liens
that constitute purchase money security interests on any property securing           debt
incurred for the purpose of financing all or any part of the cost of           acquiring
such property, provided that any such Lien attaches to such           property
within 60 days of the acquisition thereof and such Lien attaches solely           to the
property so acquired and (iii) Liens arising under Capital Leases;  



     (e)          attachments,
appeal bonds, judgments and other similar Liens, for sums not           exceeding
$500,000 in the aggregate arising in connection with court           proceedings,
provided the execution or other enforcement of such Liens is           effectively stayed
and the claims secured thereby are being actively contested           in good faith and
by appropriate proceedings;  



50 
















	





     (f)          leases,
subleases, encroachments, subdivisions, easements, rights of way,           restrictions,
minor defects or irregularities in title and other similar Liens           not
interfering in any material respect with the ordinary conduct of the           business
of the Company or any Subsidiary;  



     (g)          Liens
in favor of the Administrative Agent arising under the Loan Documents;  



     (h)          Liens
arising solely by virtue of any statutory or common law provision relating           to
banker’s liens, rights of set-off or similar rights and remedies as to
          deposit accounts or other funds maintained with a creditor depository
          institution;  



     (i)          licenses
of patents, trademarks, or other intellectual property rights granted           in the
ordinary course of business;  



     (j)          any
interest or title of a lessor, licensor or sublessor under any lease or           license
entered into the ordinary course of its business and covering only the           assets
so leased or licensed;  



     (k)          Liens
on foreign accounts receivable and foreign inventory of the Company and           its
Foreign Subsidiaries securing Debt arising under the Eximbank Financing
          Agreements;  



     (l)          Liens
on the Specified Insurance Policies in favor of the holders of the Senior
          Subordinated Debt; and  



     (m)          Liens
not otherwise permitted by this Section 10.8 so long as the
          aggregate outstanding principal amount of the obligations secured thereby does
          not exceed $100,000.  



     10.9
Restricted Payments. Not, and not permit any Subsidiary to, (a) declare or pay any
dividends on any of its capital stock (other than stock dividends), (b) purchase or
redeem any such stock or any warrants, options or other similar rights in respect of such
stock, (c) make any other distribution to any shareholder with respect to such shareholder’s
equity interest, (d) pay any principal or interest on, or purchase, redeem or defease,
any Subordinated Debt, or (e) set aside funds for any of the foregoing; provided that
(i) any Subsidiary may declare and pay dividends to the Company or to any other
Subsidiary, (ii) the Company or the Parent, as the case may be, may make regularly
scheduled payments of interest on any Subordinated Debt if the holder of such
Subordinated Debt is permitted to receive such payments at such time under the applicable
agreement or instrument governing such Subordinated Debt and any applicable subordination
agreement and/or intercreditor agreement, (iii) the Company or any Subsidiary may declare
and pay dividends to the Parent to the extent necessary to enable the Parent to pay its
taxes, accounting, legal and corporate overhead expenses as they become due, (iv) the
Company and any of its Subsidiaries may purchase, redeem, retire or otherwise acquire
shares of its capital stock or warrants or options from officers, directors or employees
of the Company and any of its Subsidiaries upon the death, disability or termination of
employment of such individual in an aggregate amount not to exceed $100,000 in any Fiscal
Year; (v) so long as no Event of Default or Unmatured Event of Default exists or will
result therefrom, the Company and any of its Subsidiaries may declare and pay dividends
to the Parent to the extent necessary to enable the Parent to make regularly scheduled
payments of interest on any Subordinated Debt if the holder of such Subordinated Debt is
permitted to receive such payments at such time under any applicable subordination
agreement and/or intercreditor agreement; (vi) the Company and/or the Parent may make the
ACS Payment and the payment required by Section 2.2 of the NPWPA (as originally in effect
and without giving effect to any amendment or other modification thereof), and the
Company may pay dividends to the Parent to the extent necessary to enable the Parent to
make such payments; and (vii) so long as the conditions precedent set forth in Section
11.2 are satisfied (regardless of whether the Company is borrowing to make the
applicable prepayment), the Parent may prepay the Seller Subordinated Debt and the
Company may pay dividends to the Parent to the extent necessary to enable the Parent to
prepay the Seller Subordinated Debt.  



51 
















	





     10.10
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party
to any merger or consolidation, or purchase or otherwise acquire all or substantially all
of the assets or any stock of any class of, or any partnership or joint venture interest
in, any other Person, or (except for the sale or lease of Inventory in the ordinary
course of business) sell, transfer, convey or lease all or any substantial part of its
assets, or sell or assign with or without recourse any receivables, except for (a) any
such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by
any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned
Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned
Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any Acquisition by
the Company or any wholly-owned Subsidiary where (1) the assets acquired are for use in,
or the Person acquired is engaged in, business activities permitted under Section 10.18;
(2) immediately before or after giving effect to such Acquisition, no Event of Default or
Unmatured Event of Default shall have occurred and be continuing; (3) the aggregate
consideration paid by the Company and its Subsidiaries (including any Debt assumed or
issued in connection therewith, the amount thereof to be calculated in accordance with
GAAP, but excluding any common stock of the Parent) in connection with (x) such
Acquisition (or any series of related Acquisitions) does not exceed $3,000,000 and (y)
all Acquisitions made after the Effective Time does not exceed $5,000,000; (4) after
giving effect to such Acquisition, the Company will be in pro forma compliance with all
of the financial ratios and restrictions set forth in Section 10.6; and (5)
immediately after giving effect to such Acquisition, the Revolving Availability is at
least $10,000,000 greater than the Revolving Outstandings; (d) sales and dispositions of
assets (including the stock of Subsidiaries) so long as the net book value of all assets
sold or otherwise disposed of in any Fiscal Year does not exceed $500,000; and (e)
Investments permitted by Section 10.19(l).  



     10.11
Use of Proceeds. Use the proceeds of the Loans solely to finance the working
capital of the Company and its Subsidiaries, to refinance Debt under the Existing Credit
Agreement, to repay the Senior Subordinated Debt and Seller Subordinated Debt, for
capital expenditures, to redeem warrants issued in connection with Subordinated Debt, to
pay expenses and fees in connection with the refinancing of existing Debt, for capital
expenditures and for other general corporate purposes; and not use or permit any proceeds
of any Loan to be used, either directly or indirectly, (a) for the purpose, whether
immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock
or (b) in violation of any applicable law, rule or regulation.  



     10.12
Further Assurances. Take, and cause each Subsidiary to take, such actions as are
necessary, or as the Administrative Agent (or the Required Lenders acting through the
Administrative Agent) may reasonably request, from time to time (including the execution
and delivery of guaranties, security agreements, pledge agreements, financing statements,
mortgages, deeds of trust, Collateral Access Agreements and other documents, the filing
or recording of any of the foregoing, the delivery of stock certificates, notes and other
collateral with respect to which perfection is customarily obtained by possession, and
the delivery of opinions of counsel with respect to any of such documents) to ensure that
(i) the obligations of the Company hereunder and under the other Loan Documents and any
Hedging Obligations of the Company owing to any Lender or any Affiliate of any Lender are
secured by first-priority Liens (subject only to Liens permitted by the Loan Documents)
on substantially all of the assets of the Company and guaranteed by all of the
Subsidiaries (including, promptly upon the acquisition or creation thereof, any
Subsidiary acquired or created after the date hereof) by execution of a counterpart of
the Subsidiary Guaranty; provided that no Foreign Subsidiary shall have an
obligation to execute a counterpart of the Subsidiary Guaranty; and (ii) the obligations
of the Parent under the Parent Guaranty and of each Subsidiary Guarantor under the
Subsidiary Guaranty and any Hedging Obligations of the Parent or such Subsidiary
Guarantor owing to any Lender or any Affiliate of any Lender are secured by
first-priority Liens (subject only to Liens permitted by the Loan Documents) on
substantially all of the assets of the Parent or such Subsidiary Guarantor.
Notwithstanding the foregoing, (a) neither the Parent, the Company nor any other domestic
Subsidiary shall be required to pledge more than 65% of the stock of any Foreign
Subsidiary; (b) no Foreign Subsidiary shall be required to pledge any of its assets,
including the stock of any other Foreign Subsidiary; and (c) the Company shall have no
obligation to pledge to the Administrative Agent, or grant the Administrative Agent a
security interest in, the Specified Insurance Policy.  




52 
















	





     10.13
Transactions with Affiliates. Not, and not permit any Subsidiary to, enter into,
or cause, suffer or permit to exist any transaction, arrangement or contract with any of
its other Affiliates (other than the Parent and its Subsidiaries) which is on terms which
are less favorable than are obtainable from any Person which is not one of its
Affiliates; provided that the Parent may reimburse reasonable expenses and pay
reasonable compensation to its officers and directors consistent with past practice.  



     10.14
Employee Benefit Plans. Maintain, and cause each Subsidiary to maintain, each
Pension Plan in substantial compliance with all applicable requirements of law and
regulations.  



     10.15
Environmental Laws. Conduct, and cause each Subsidiary to conduct, its operations
and keep and maintain its property in material compliance with all Environmental Laws
(other than Immaterial Laws).  



     10.16
Unconditional Purchase Obligations. Not, and not permit any Subsidiary to, enter
into or be a party to any material contract for the purchase of materials, supplies or
other property or services, if such contract requires that payment be made by it
regardless of whether or not delivery is ever made of such materials, supplies or other
property or services; provided that the foregoing shall not prohibit the Parent or
any Subsidiary from entering into options for the purchase of particular assets or
businesses.  



     10.17
Inconsistent Agreements. Not, and not permit any Subsidiary to, enter into any
agreement containing any provision which (a) would be violated or breached by any
borrowing, or the obtaining of any Letter of Credit, by the Company hereunder or by the
performance by the Parent, the Company or any other Subsidiary of any of its obligations
hereunder or under any other Loan Document or (b) would prohibit the Parent, the Company
or any other domestic Subsidiary from granting to the Administrative Agent, for the
benefit of the Lenders, a Lien on any of its assets (other than (i) any prohibition with
respect to an asset subject to a Lien or purchase money security interest securing Debt
permitted by Section 10.7(c) or a Lien permitted by Section 10.8(c)) and
(ii) customary non-assignment provisions in leases not prohibited by the terms of this
Agreement).  



53 

















	





     10.18
Business Activities. (a) Not engage in any business activity other than (i) the
ownership of the capital stock of the Company and activities incident thereto (including
the issuance and servicing of the Seller Subordinated Debt) and (b) not permit any
Subsidiary to engage in any line of business other than those engaged in by the Company
and its Subsidiaries at the Effective Time and businesses reasonably related thereto.  



     10.19
Advances and Other Investments. Not, and not permit any Subsidiary to, make,
incur, assume or suffer to exist any Investment in any other Person, except (without
duplication) the following:  



     (a)          equity
Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8;  



     (b)          equity
Investments in Subsidiaries (or entities which are to become           Subsidiaries) in
connection with transactions permitted by Section 10.10(a),           (b) or (c);  



     (c)          in
the ordinary course of business, contributions by the Parent to the capital           of
the Company, by the Company to any of its Subsidiaries or by any such
          Subsidiary to the capital of any of its Subsidiaries;  



     (d)          in
the ordinary course of business, Investments by the Parent in the Company, by
          the Company in any of its Subsidiaries or by any Subsidiary in the Company or
          any other Subsidiary of the Company, by way of intercompany loans, advances or
          guaranties;  



     (e)          Suretyship
Liabilities permitted by Section 10.7;  



     (f)          good
faith deposits made in connection with prospective Acquisitions permitted           by Section
10.10;  



     (g)          Cash
Equivalent Investments;  



     (h)          bank
deposits in the ordinary course of business and consistent with past           practice;
provided that the aggregate amount of all such deposits           (excluding (x)
amounts in payroll accounts, disbursement accounts or for           accounts payable, in
each case to the extent that checks have been issued to           third parties, (y)
amounts maintained (in the ordinary course of business           consistent with past
practice) in accounts of any Person which is acquired by           the Parent or a
Subsidiary in accordance with the terms hereof during the 45           days following the
date of such Acquisition) which are maintained by the Parent           and its domestic
Subsidiaries with any bank that is not a Lender shall not at           any time exceed
$500,000 in the aggregate and (z) for a period of 90 days after           the Effective
Date, accounts currently located in Canada;  



54 
















	





      


     (i)          Investments
received in connection with the creation and collection of           receivables in the
ordinary course of business;  



     (j)          Investments
set forth on Schedule 10.19;  



     (k)          loans
to officers and directors of the Parent or any Subsidiary, so long as the
          aggregate principal amount of such loans made after the Effective Time does not
          exceed $400,000; and  



     (l)          other
Investments in an aggregate amount (valued at cost) not exceeding $100,000           at
any time outstanding;  



provided that
no Investment otherwise permitted by clause (b), (e), (f) or (k) shall
be permitted to be made if, immediately before or after giving effect thereto, any Event
of Default or Unmatured Event of Default shall have occurred and be continuing.  



     10.20
Foreign Subsidiaries. Not at any time permit more than 25% of its consolidated
assets to be owned by, or more than 45% of its consolidated revenues for any Fiscal
Quarter to be earned by, Foreign Subsidiaries.  



     10.21
Interest Rate Protection. Not later than February 24, 2003, cause the Company to
have in effect one or more interest rate protection agreements with counterparties
reasonably satisfactory to the Administrative Agent effectively fixing the interest rates
(at rates reasonably satisfactory to the Administrative Agent) on not less than (a)
$20,000,000 in principal amount of the Loans for a period of not less than two years from
the date hereof and (b) $10,000,000 in principal amount of the Loans for a period of not
less than three years from the date hereof.  



     10.22
Amendments to Certain Documents. Not, and not permit any Subsidiary to, make or
agree to any amendment to or modification of, or waive any of its rights under, any of
the terms of (a) the Blodgett Acquisition Agreement, if such amendment, modification or
waiver would adversely affect the interests of the Lenders; or (b) any agreement or
instrument governing any Subordinated Debt which would (i) have the effect of (x)
providing for earlier payment in respect of principal or redemptions or otherwise (except
with respect to any prepayment of Subordinated Debt permitted hereunder), (y) requiring
additional collateral or guarantees to secure any Subordinated Debt or (z) increasing the
interest rate payable with respect thereto or (ii) otherwise adversely affect the
interest of the Lenders in any material respect.  



     10.23
Real Estate Documents.  



     (a)          In
the case of each parcel of real property acquired in fee by the Company or           any
domestic Subsidiary after the date hereof, concurrently with the acquisition           of
such real property (i) an ALTA Loan Title Insurance Policy issued by an           insurer
acceptable to the Administrative Agent (and, for purposes hereof, the
          Administrative Agent acknowledges that Chicago Title Insurance Company and
          Stewart Title Company are acceptable insurers) or a title insurance binder
          thereof marked by an authorized representative of such title company, insuring
          the Administrative Agent’s Lien on such real property and containing such
          endorsements as the Administrative Agent may reasonably require (it being
          understood that the amount of coverage, exceptions to coverage and status of
          title set forth in such policy shall be acceptable to the Administrative
Agent),           (ii) copies of all documents of record concerning such real property as
shown on           the commitment for the ALTA Loan Title Insurance Policy referred to in
clause           (i) and (iii) a flood insurance policy concerning such real
property,           reasonably satisfactory to the Administrative Agent, if required by
the Flood           Disaster Protection Act of 1973.  



55 
















	





     (b)          In
the case of each parcel of real property leased (as lessee) by the Company or
          any domestic Subsidiary after the Effective Time, deliver, or cause to be
          delivered to the Administrative Agent concurrently with the effectiveness of
          such lease, (i) a Collateral Access Agreement from the owner and each mortgagee
          of such property waiving any landlord’s or mortgagee’s Lien in
respect           of personal property kept at the premises subject to such lease; and
(ii) if           requested by the Administrative Agent, a leasehold Mortgage for such
property           and the documents listed in clause (a) above with respect to
such           property.  



     10.24
Key Management. No later than 180 days after Selim Bassoul (or any successor
approved by the Required Lenders as set forth below) ceases to be the chief executive
officer of the Company, retain a new chief executive officer reasonably satisfactory to
the Required Lenders.  



     10.25
Foreign Pledge. Cause to be delivered to the Administrative Agent, within 90 days
following the Effective Time, an agreement executed by Middleby Worldwide, Inc. pledging
approximately but not less than 65% of the stock or other equity interests of Middleby
Espa&ntidle;a, S.L., together with all documents necessary to perfect the security
interest of the Administrative Agent in such stock or other equity interests.  



     SECTION
11        EFFECTIVENESS; CONDITIONS OF LENDING, ETC. 



     11.1
Effectiveness. This Agreement shall become effective at the time (the “Effective
Time”) at which the Administrative Agent shall have received (a) all amounts
which are then due and payable pursuant to Section 5 and (to the extent billed) Section
15.6; (b) evidence satisfactory to the Administrative Agent that (i) all filings
required by the Administrative Agent to perfect the Administrative Agent’s Lien on
the collateral under the Collateral Documents have been duly made and are in full force
and effect; and (ii) the Company has made (or concurrently will make) the ACS Payment and
the Company has been (or concurrently will be) released from all of its obligations under
the Senior Subordinated Debt (other than contingent indemnification obligations under
provisions of documents evidencing the Senior Subordinated Debt); and (c) all of the
following, each duly executed and dated a date satisfactory to the Administrative Agent,
each in form and substance satisfactory to the Administrative Agent, and each (except for
the Notes, of which only the originals shall be signed) in sufficient number of signed
counterparts to provide one for each Lender:  



     11.1.1
Notes. The Notes.  



56 
















	





     11.1.2
Resolutions. Certified copies of resolutions of the Board of Directors (or
equivalent governing body) of each Loan Party authorizing or ratifying the execution,
delivery and performance by such Person of each Loan Document to which it is a party.  



     11.1.3
Maytag Consent. Certified copies of all documents evidencing any necessary
consent of the holders of the Seller Subordinated Debt to the making of the ACS Payment
by the Company.  



     11.1.4
Other Consents, etc. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any) required for the
execution, delivery and performance by each Loan Party of the documents referred to in
this Section 11.  



     11.1.5
Incumbency and Signature Certificates. A certificate of the Secretary or an
Assistant Secretary of each Loan Party as of the Effective Time certifying the names of
the officer or officers of such entity authorized to sign the Loan Documents to which
such entity is a party, together with a sample of the true signature of each such officer
(it being understood that the Administrative Agent and each Lender may conclusively rely
on each such certificate until formally advised by a like certificate of any changes
therein).  



     11.1.6
Confirmation. The Confirmation executed by each Loan Party.  



     11.1.7
Opinion of Counsel for the Loan Parties. The opinion of Skadden, Arps, Slate, Meagher
& Flom (Illinois), counsel to the Loan Parties.  



     11.1.8
Financial Information. The following financial information: (a) unaudited
financial statements for the Parent and its Subsidiaries for the Fiscal Quarter ended
September 28, 2002 and for the month ended October 26, 2002, prepared by the chief
financial officer of the Parent; and (b) a compliance certificate in the form of Exhibit
B showing pro forma compliance with all financial covenants as of September 28, 2002.  



     11.1.9
Borrowing Base Certificate. A Borrowing Base Certificate showing the Borrowing Base as
of October 26, 2002.  



     11.1.10
Other. Such other documents as the Administrative Agent or any Lender may reasonably
request.  



     11.2
Conditions to Borrowings to Prepay Seller Subordinated Debt. The obligation of
each Revolving Lender to make any Revolving Loan the proceeds of which will be used to
pay a dividend to the Parent which will use the proceeds of such dividend to prepay
Seller Subordinated Debt is (in addition to the condition that the Effective Date shall
have occurred and the conditions precedent set forth in Section 11.3) subject to
the following conditions precedent:  



     11.2.1
Delivery of Compliance Certificate. The Administrative Agent shall have received a
duly completed Compliance Certificate for the Fiscal Quarter ending June 28, 2003.  



     11.2.2
Other Conditions. After giving effect to the making of each such Loan, (a) the
ratio of (i) Debt as of the date of such Loan to (ii) Pro Forma EBITDA as of the last day
of the most recent Computation Period shall not be greater than 2.50 to 1.0, (b) Pro
Forma EBITDA as of the last day of the Computation Period most recently ended shall not
be less than $33,000,000 and (c) after giving effect to such payment, Revolving
Availability shall be greater than the Revolving Outstandings by at least $7,500,000.  



57 
















	





     11.3
Conditions to All Credit Extensions. The obligation (a) of each Lender to make any
Loan and (b) of each Issuing Lender to issue any Letter of Credit is subject to the
condition that the Effective Time shall have occurred and to the following further
conditions precedent:  



     11.3.1
Compliance with Representations and Warranties, No Default, etc. Both before and
after giving effect to each Credit Extension, the following statements shall be true and
correct:  



     (a)          the
representations and warranties of each Loan Party set forth in this           Agreement
and the other Loan Documents shall be true and correct in all material           respects
with the same effect as if then made (except to the extent stated to           relate to
an earlier date, in which case such representations and warranties           shall be
true and correct in all material respects as of such earlier date); and  



     (b)          no
Event of Default or Unmatured Event of Default shall have then occurred and           be
continuing.  



     11.3.2
Confirmatory Certificate. If requested by the Administrative Agent or any Lender
(acting through the Administrative Agent), the Administrative Agent shall have received
(in sufficient counterparts to provide one to each Lender) a certificate dated the date
of such requested Credit Extension and signed by a duly authorized representative of the
Company as to the matters set out in Section 11.3.1 (it being understood that each
request by the Company for a Credit Extension shall be deemed to constitute a
representation and warranty by the Company that the conditions precedent set forth in Section
11.3.1will be satisfied at the time of the making of such Credit Extension), together
with such other documents as the Administrative Agent or any Lender (acting through the
Administrative Agent) may reasonably request in support thereof.  



     SECTION
12        EVENTS OF DEFAULT AND THEIR EFFECT. 



     12.1
Events of Default. Each of the following shall constitute an Event of Default under
this Agreement:  



     12.1.1
Non-Payment of the Loans, etc. Default in the payment when due of the principal of
any Loan; default, and continuance thereof for three Business Days after notice from the
applicable Issuing Lender, in the payment when due of any reimbursement obligation with
respect to any Letter of Credit; or default, and continuance thereof for five days, in
the payment when due of any interest, fee or other amount payable by the Company
hereunder or under any other Loan Document.  



     12.1.2
Non-Payment of Other Debt. Any default shall occur under the terms applicable to
any Debt of the Parent or any Subsidiary in an aggregate principal amount (in any case
for all such Debt so affected) exceeding $500,000 and such default shall (a) consist of
the failure to pay such Debt when due (subject to the expiration of any applicable grace
period), whether by acceleration or otherwise, or (b) accelerate the maturity of such
Debt or permit the holder or holders thereof (subject to the expiration of any applicable
grace period), or any trustee or agent for such holder or holders, to cause such Debt to
become due and payable prior to its expressed maturity.  



58 
















	





     12.1.3
Bankruptcy, Insolvency, etc. The Parent or any Subsidiary becomes insolvent or
generally fails to pay, or admits in writing its inability to pay, debts as they become
due; or the Parent or any Subsidiary applies for, consents to, or acquiesces in the
appointment of a trustee, receiver or other custodian for the Parent or such Subsidiary
or any substantial part of the property thereof, or makes a general assignment for the
benefit of creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for the Parent or any Subsidiary or for
any substantial part of the property thereof and is not discharged within 60 days; or any
bankruptcy, reorganization, debt arrangement, or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the
voluntary dissolution, not under any bankruptcy or insolvency law, of a Subsidiary), is
commenced in respect of the Parent or any Subsidiary, and if such case or proceeding is
not commenced by the Parent or such Subsidiary, it is consented to or acquiesced in by
the Parent or such Subsidiary, or remains for 60 days undismissed; or the Parent or any
Subsidiary takes any corporate action to authorize, or in furtherance of, any of the
foregoing.  



     12.1.4
Non-Compliance with Provisions of This Agreement. (a) Failure by the Parent to
comply with or to perform any covenant set forth in Sections 10.2,10.5(a) (with
respect to the Parent or the Company), 10.6 through 10.13, 10.17, 10.18,
10.19 or 10.22; or (b) failure by the Parent to comply with or to perform
any other provision of this Agreement (and not constituting an Event of Default under any
of the other provisions of this Section 12) and continuance of such failure for 30
days after notice thereof to the Company from the Administrative Agent or any Lender.  



     12.1.5
Representations and Warranties. Any representation or warranty made by any Loan
Party herein or in any other Loan Document, or in any statement or certificate at any
time given by such Loan Party in writing in connection herewith or therewith, is false or
misleading in any material respect on or as of the date made or deemed made.  



     12.1.6
Pension Plans. (i) Institution of any steps by any Loan Party or any other Person
to terminate a Pension Plan if as a result of such termination such Loan Party could be
required to make a contribution to such Pension Plan, or could incur a liability or
obligation to such Pension Plan, in excess of $500,000; (ii) a contribution failure
occurs with respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA; or (iii) there shall occur any withdrawal or partial withdrawal from a
Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to
Multiemployer Pension Plans as a result of such withdrawal (including any outstanding
withdrawal liability that the Parent and the Controlled Group has incurred on the date of
such withdrawal) exceeds $500,000.  



     12.1.7
Judgments. Final judgments which exceed an aggregate (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage) of
$500,000 shall be rendered against the Parent or any Subsidiary and shall not have been
paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days
after entry or filing of such judgments.  



59 
















	





     12.1.8
Invalidity of Subsidiary Guaranty, etc. The Subsidiary Guaranty or the Parent
Guaranty shall cease to be in full force and effect with respect to any Subsidiary
Guarantor or the Parent, respectively (unless, in the case of a Subsidiary Guarantor,
such Subsidiary Guarantor ceases to be a Subsidiary pursuant to a transaction permitted
hereby); any Subsidiary Guarantor or the Parent shall fail (subject to any applicable
grace period) to comply with or to perform any applicable provision of the Subsidiary
Guaranty or the Parent Guaranty, respectively; or any Subsidiary Guarantor or the Parent
(or any Person by, through or on behalf of such Subsidiary Guarantor or the Parent) shall
contest in any manner the validity, binding nature or enforceability of the Subsidiary
Guaranty or the Parent Guaranty, respectively, with respect to such Subsidiary Guarantor
or the Parent, respectively.  



     12.1.9
Invalidity of Collateral Documents, etc. (a) Any Collateral Document shall cease
to be in full force and effect with respect to any Loan Party; (b) any Loan Party shall
fail to comply with or to perform any applicable provision of any Collateral Document to
which such entity is a party and such failure (i) affects a material portion of the
collateral granted under such Collateral Document or (ii) continues for 10 days after a
Responsible Officer obtains knowledge thereof; or (c) any Loan Party (or any Person by,
through or on behalf of such Loan Party) shall contest in any manner the validity,
binding nature or enforceability of any Collateral Document.  



     12.1.10
   Change in Control.   A Change in Control shall occur. 



     12.2
Effect of Event of Default. If any Event of Default described in Section 12.1.3 shall
occur, the Commitments (if they have not theretofore terminated) shall immediately
terminate and the Loans and all other obligations hereunder shall become immediately due
and payable and the Company shall become immediately obligated to deliver to the
Administrative Agent cash collateral in an amount equal to the outstanding face amount of
all Letters of Credit, all without presentment, demand, protest or notice of any kind;
and, if any other Event of Default shall occur and be continuing, the Administrative
Agent (upon written request of the Required Lenders) shall declare the Commitments (if
they have not theretofore terminated) to be terminated and/or declare all Loans and all
other obligations hereunder to be due and payable and/or demand that the Company
immediately deliver to the Administrative Agent cash collateral in amount equal to the
outstanding face amount of all Letters of Credit, whereupon the Commitments (if they have
not theretofore terminated) shall immediately terminate and/or all Loans and all other
obligations hereunder shall become immediately due and payable and/or the Company shall
immediately become obligated to deliver to the Administrative Agent cash collateral in an
amount equal to the face amount of all Letters of Credit, all without presentment,
demand, protest or notice of any kind. The Administrative Agent shall promptly advise the
Company of any such declaration, but failure to do so shall not impair the effect of such
declaration. Any cash collateral delivered hereunder shall be held by the Administrative
Agent (without liability for interest thereon) and applied to obligations arising in
connection with any drawing under a Letter of Credit. After the expiration or termination
of all Letters of Credit, such cash collateral shall be applied by the Administrative
Agent to any remaining obligations hereunder and any excess shall be delivered to the
Company or as a court of competent jurisdiction may elect.  




60 
















	




     SECTION
13 PARENT GUARANTY 



     13.1
The Guaranty. The Parent hereby irrevocably and unconditionally guarantees as a
primary obligor the full and punctual payment when due (whether at stated maturity, upon
acceleration or otherwise) of all Guaranteed Obligations, including all principal of the
Loans, all reimbursement obligations in respect of Letters of Credit, all interest on the
foregoing and all fees payable hereunder (including all interest and fees accruing after
the commencement of a bankruptcy, insolvency or similar proceeding with respect to the
Company, regardless of whether such interest or fees constitute an allowed claim in such
proceeding) and all other amounts payable hereunder or any other Loan Document.  



     13.2
Guaranty Unconditional. The obligations of the Parent under this Section 13shall
be irrevocable, unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:  



     (a)          any
extension, renewal, settlement, compromise, waiver or release in respect of           any
obligation of the Company or any Subsidiary Guarantor under this Agreement,           any
other Loan Document or any applicable Hedging Agreement, by operation of law           or
otherwise (other than payment in full of the Guaranteed Obligations);  



     (b)          any
modification or amendment of or supplement to this Agreement, any other Loan
          Document or any applicable Hedging Agreement;  



     (c)          any
release, impairment, non-perfection or invalidity of any direct or indirect
          security for any obligation of the Company under this Agreement, any other Loan
          Document or any applicable Hedging Agreement;  



     (d)          any
change in the existence, structure or ownership of the Company, or any
          insolvency, bankruptcy, reorganization or other similar proceeding affecting
the           Company or its assets or any resulting release or discharge of any
obligation of           the Company contained in this Agreement, any other Loan Document
or any           applicable Hedging Agreement (other than payment in full of the
Guaranteed           Obligations);  



     (e)          the
existence of any claim, set-off or other right which the Parent may have at           any
time against the Company, the Administrative Agent, any Lender or any other
          Person, whether in connection with this Agreement, any other Loan Document, any
          applicable Hedging Agreement or any unrelated transaction;  



     (f)          any
invalidity or unenforceability relating to or against the Company for any
          reason of this Agreement, any other Loan Document or any applicable Hedging
          Agreement, or any provision of applicable law or regulation purporting to
          prohibit the payment by the Company of the principal of or interest on any
Loan,           any amounts payable with respect to any Letter of Credit, any other
amount           payable by it under this Agreement, any other Loan Document or any
applicable           Hedging Agreement; or  



     (g)          any
other act or omission to act or delay of any kind by the Company, the
          Administrative Agent, any Lender or any other Person or any other circumstance
          whatsoever which might, but for the provisions of this paragraph, constitute a
          legal or equitable discharge of or defense to the Parent’s obligations
          hereunder.  



61 
















	





     13.3
Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. The
Parent’s obligations hereunder shall remain in full force and effect until the
Commitments and all Letters of Credit shall have terminated and all Guaranteed
Obligations shall have been paid in full in cash (other than in respect of contingent
indemnification obligations with respect to which the Administrative Agent and the
Lenders have not asserted a claim against any Loan Party). If at any time any payment of
principal of or interest on any Loan, any amount payable with respect to any Letter of
Credit, any other amount payable by the Company under this Agreement, any other Loan
Document or any applicable Hedging Agreement is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, the Parent’s obligations hereunder with respect to such payment shall be
reinstated at such time as though such payment had been due but not made at such time.  



     13.4
Waiver by the Parent. The Parent irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the Company or any
other Person.  



     13.5
Delay of Subrogation. Notwithstanding any payment made by or on behalf of the
Parent under this Section 13, the Parent shall not exercise any right of
subrogation to any right of the Administrative Agent or any Lender until such time as the
Administrative Agent and the Lenders shall have received payment in cash of the full
amount of all Guaranteed Obligations, the expiration or termination of all Letters of
Credit and the termination of the Commitments.  



     13.6
Stay of Acceleration. In the event that acceleration of the time for payment of
any amount payable by the Company under this Agreement, any other Loan Document or any
applicable Hedging Agreement is stayed upon insolvency, bankruptcy or reorganization of
the Company, all such amounts otherwise subject to acceleration under the terms of this
Agreement shall nonetheless be payable by the Parent under this Section 13 forthwith
on demand by the Administrative Agent made at the written request of the Required
Lenders.  



     SECTION
14        THE ADMINISTRATIVE AGENT. 



     14.1
Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section
14.9) appoints, designates and authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document
and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall
not have any duties or responsibilities except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent. Without limiting the generality of the foregoing
sentence, the use of the term “agent” herein and in the other Loan Documents
with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting
parties.  



62 
















	




     (b)          Each
Issuing Lender shall act on behalf of the Lenders with respect to any           Letters
of Credit issued by it and the documents associated therewith. Each           Issuing
Lender shall have all of the benefits and immunities (i) provided to the
          Administrative Agent in this Section 14 with respect to any acts taken
or           omissions suffered by such Issuing Lender in connection with Letters of
Credit           issued by it or proposed to be issued by it and the applications and
agreements           for letters of credit pertaining to such Letters of Credit as fully
as if the           term “Administrative Agent”, as used in this Section 14,
          included such Issuing Lender with respect to such acts or omissions and (ii) as
          additionally provided in this Agreement with respect to the Issuing Lenders.  



     (c)          The
Swing Line Lender shall have all of the benefits and immunities (i) provided           to
the Administrative Agent in this Section 14 with respect to any acts
          taken or omissions suffered by the Swing Line Lender in connection with Swing
          Line Loans made or proposed to be made by it as fully as if the term
          “Administrative Agent”, as used in this Section 14, included
          the Swing Line Lender with respect to such acts or omissions and (ii) as
          additionally provided in this Agreement with respect to the Swing Line Lender.  



     14.2
Delegation of Duties. The Administrative Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the absence
of gross negligence or willful misconduct.  



     14.3
Liability of Administrative Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated hereby
(except for such Agent-Related Person’s own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Lenders or their participants for any
recital, statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or in any
other Loan Document, or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in connection
with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document,
or for any failure of the Company or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or
any other Loan Document, or to inspect the properties, books or records of the Company or
any of the Company’s Subsidiaries or Affiliates.  



     14.4
Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons, and upon advice and statements of legal counsel
(including counsel to the Company or any Subsidiary), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other
Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of
their obligation to indemnify the Administrative Agent against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders or all of the Lenders, if required
hereunder, and such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders (or, if required hereunder,
all Lenders) otherwise determine, the Administrative Agent shall, and in all other
instances, the Administrative Agent may, but shall not be required to, initiate a
solicitation for the consent or a vote of the Lenders.  



63 
















	





     14.5
Notice of Default. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Event of Default or Unmatured Event of Default (except
with respect to defaults in the payment of principal, interest and fees required to be
paid to the Administrative Agent for the account of the Lenders) unless the
Administrative Agent shall have received written notice from a Lender or the Company
referring to this Agreement, describing such Event of Default or Unmatured Event of
Default and stating that such notice is a “notice of default”. The
Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to such Event of Default or
Unmatured Event of Default as may be requested by the Required Lenders in accordance with
Section 12; provided that unless and until the Administrative Agent has
received any such request, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Event of
Default or Unmatured Event of Default as it shall deem advisable or in the best interest
of the Lenders.  



     14.6
Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons
has made any representation or warranty to it, and that no act by the Administrative
Agent hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender. Each Lender
represents to the Administrative Agent that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and creditworthiness of
the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the
transactions contemplated hereby, and made its own decision to enter into this Agreement
and to extend credit to the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices, reports and
other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or creditworthiness of the
Company or its Affiliates which may come into the possession of any of the Agent-Related
Persons.  




64 
















	





     14.7
Indemnification. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the
extent not reimbursed by or on behalf of the Company and without limiting the obligation
of the Company to do so), pro rata based on each Lender’s Total Percentage, and hold
harmless each Agent-Related Person from and against any and all Indemnified Liabilities;
provided that no Lender shall be liable for any payment to any Agent-Related
Person of any portion of the Indemnified Liabilities to the extent resulting from such
Agent-Related Person’s gross negligence or willful misconduct; and provided,
further, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for the
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share (according to its
Total Percentage) of any costs or out-of-pocket expenses (including reasonable fees of
attorneys for the Administrative Agent) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent
that any Loan Party is obligated to, but fails, to reimburse the Administrative Agent
therefor (but without limiting such Loan Party’s obligation to so reimburse the
Administrative Agent, it being understood that the Administrative Agent shall promptly
return to each Lender any amount paid by such Lender pursuant hereto which is
subsequently reimbursed by any Loan Party). The undertaking in this Section shall survive
termination of the Commitments, repayment of the Loans, cancellation of the Notes, any
foreclosure under, or any modification, release or discharge of, any or all of the
Collateral Documents, any termination of this Agreement and the resignation or
replacement of the Administrative Agent.  





     For
the purposes of this Section 14.7, “Indemnified
Liabilities” shall mean: any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, charges, expenses and
disbursements (including reasonable fees of attorneys for the Administrative
Agent (including the allocable costs of internal legal services and all
disbursements of internal counsel)) of any kind or nature whatsoever which may
at any time (including at any time following repayment of the Loans and the
termination, resignation or replacement of the Administrative Agent or the
replacement of any Lender) be imposed on, incurred by or asserted against any
Agent-Related Person in any way relating to or arising out of this Agreement or
any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including (a) any case, action or
proceeding before any court or other governmental authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors undertaken under U.S. Federal, state or foreign law, including the
Bankruptcy Code, and including any appellate proceeding) related to or arising
out of this Agreement or the Commitments or the use of the proceeds thereof,
whether or not any Administrative Agent-Related Person, any Lender or any of
their respective officers, directors, employees, counsel, agents or
attorneys-in-fact is a party thereto. 




65 
















	




     14.8
Administrative Agent in Individual Capacity. Bank of America and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with the Company and its Subsidiaries and
Affiliates as though Bank of America were not the Administrative Agent, the Issuing
Lender or the Swing Line Lender hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or
its Affiliates may receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the Company or
such Subsidiary) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to their Loans, Bank of
America and its Affiliates shall have the same rights and powers under this Agreement as
any other Lender and may exercise the same as though Bank of America were not the
Administrative Agent and the Issuing Lender and the Swing Line Lender, and the terms
“Lender,” “Revolving Lender” and “Term Lender” include Bank
of America and its Affiliates, to the extent applicable, in their individual capacities.  



     14.9
Successor Administrative Agent. The Administrative Agent may, and at the request
of the Required Lenders shall, resign as Administrative Agent upon 30 days’notice to
the Lenders. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall, with (so long as no Event of Default exists) the consent of the Company
(which shall not be unreasonably withheld or delayed), appoint from among the Lenders a
successor administrative agent for the Lenders. If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the Company, a
successor administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor administrative
agent shall succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term “Administrative Agent”shall mean such successor
administrative agent, and the retiring Administrative Agent’s appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this Section
14 and Sections 15.6 and 15.13 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation
shall nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor administrative agent as provided for above. Notwithstanding
the foregoing, however, Bank of America may not be removed as the Administrative Agent at
the request of the Required Lenders unless Bank of America shall also simultaneously be
replaced as an “Issuing Lender” and the “Swing Line Lender” hereunder
pursuant to documentation in form and substance reasonably satisfactory to Bank of
America.  




66 
















	




     14.10
Withholding Tax.  




     (a)             The
Administrative Agent and any Lender, Participant or Assignee that is a           “foreign
corporation, partnership or trust” within the meaning of the           Code agrees
to deliver to the Company and the Administrative Agent, on or prior           to the date
this Agreement was executed (or if any Assignee or Participant was           not a Lender
or Participant hereunder immediately prior to such assignment or           participation,
on or prior to the effective date of the assignment or           participation pursuant
to which such Assignee or Participant became a Lender or           Participant hereunder
or if the Administrative Agent is a successor to the           original Administrative
Agent, on or prior to the date such Person accepts the           appointment as
Administrative Agent), two properly completed and executed           original copies of
Internal Revenue Service Forms W-9 and two properly completed           and executed
copies of either (x) (i) Internal Revenue Service Form W-8BEN,           establishing a
complete exemption from withholding tax under an applicable           United States
income tax treaty or (y) Internal Revenue Service Form W-8ECI           establishing that
payments under this Agreement are exempt from United States           withholding tax
because such payments are connected with a United States trade           or business of
the Administrative Agent or such Lender, Participant or Assignee.           The
Administrative Agent and each Lender, Participant or Assignee shall also
          provide such other such other forms, certificates, documents and other evidence
          as may be required under the Code or other laws of the United States.  



     Each
Lender, Participant or Assignee or the Administrative Agent, as the case may be, agrees
to promptly notify the Company and the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or reduction. In
addition, each Lender, Participant or Assignee or the Administrative Agent, as the case
may be, shall deliver to the Company and the Administrative Agent two further copies of
such Form W-8BEN or W-8ECI or successor applicable forms or other manner of certification
on or before the date that any such prior form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form previously delivered
by such Person to the Company and the Administrative Agent.  



     (b)             If
any Lender claims exemption from, or reduction of, withholding tax by           providing
IRS Form W-8ECI and such Lender sells, assigns, grants a participation           in, or
otherwise transfers all or part of the obligations of the Company to such
          Lender, such Lender agrees to notify the Administrative Agent of the percentage
          amount in which it is no longer the beneficial owner of such obligations of the
          Company hereunder. To the extent of such percentage amount, the Administrative
          Agent will treat such Lender’s IRS Form W-8ECI as no longer valid.  



     (c)             If
any Lender claiming exemption from United States withholding tax by filing           IRS
Form W-8BEN with the Administrative Agent sells, assigns, grants a
          participation in, or otherwise transfers all or part of the obligations of the
          Company to such Lender hereunder, such Lender agrees to undertake sole
          responsibility for complying with the withholding tax requirements imposed by
          Sections 1441 and 1442 of the Code.  



     (d)             If
any Lender, Assignee or Participant is entitled to a reduction in the
          applicable withholding tax, the Company or the Administrative Agent may
withhold           from any interest payment to such Lender, Assignee or Participant an
amount           equivalent to the applicable withholding tax after taking into account
such           reduction. If the forms or other documentation required by clause (a) of
          this Section are not delivered to the Company or the Administrative Agent, then
          the Company or the Administrative Agent may withhold from any interest payment
          to such Lender, Assignee or Participant not providing such forms or other
          documentation an amount equivalent to the applicable withholding tax.  



67 
















	





     (e)             If
the IRS or any other governmental authority of the United States or any other
          jurisdiction asserts a claim that the Company or the Administrative Agent did
          not properly withhold tax from amounts paid to or for the account of any
Lender,           Assignee or Participant (because the appropriate form was not delivered
or was           not properly executed, or because such Lender, Assignee or Participant
failed to           promptly notify the Company or the Administrative Agent of a change
in           circumstances which rendered the exemption from, or reduction of,
withholding           tax ineffective, or for any other reason) such Lender, Assignee or
Participant           shall indemnify the Administrative Agent fully for all amounts
paid, directly or           indirectly, by the Company or the Administrative Agent as tax
or otherwise,           including penalties and interest, and including any taxes imposed
by any           jurisdiction on the amounts payable to the Company or the Administrative
Agent,           together with all costs and expenses (including reasonable fees of
attorneys for           the Company and the Administrative Agent (including the allocable
costs of           internal legal services and all disbursements of internal counsel)).
The           obligation of the Lenders, Assignees or Participants under this subsection
shall           survive the repayment of the Loans, cancellation of the Notes, any
termination           of this Agreement and the resignation or replacement of the
Administrative Agent           and shall apply to any assignee or successor of the
Company.  



     14.11
Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, (a) to release any Lien on any property granted to or
held by the Administrative Agent under any Collateral Document (i) upon termination of
the Commitments and payment in full of all Loans and all other obligations of the Company
hereunder and the expiration or termination of all Letters of Credit; (ii) which is sold
or to be sold or disposed of as part of or in connection with any disposition permitted
hereunder or (iii) subject to Section 15.1, if approved, authorized or ratified in
writing by the Required Lenders; (b) to subordinate any Lien on any property granted to
or held by the Administrative Agent under any Collateral Document to the holder of any
Lien on such property which is permitted by Section 10.8(c) or (d)hereof;
(c) to release any Subsidiary from its obligations under the Subsidiary Guaranty if such
entity ceases to be a Subsidiary as a result of a transaction permitted hereunder; or (d)
to release or terminate any subordination agreement relating to the Seller Subordinated
Debt upon repayment or prepayment thereof. Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items of
property, or to release any Subsidiary from its obligations under the Subsidiary
Guaranty, pursuant to this Section 14.11.  



     14.12
Other Agents. No Lender identified on the facing page of this Agreement or
otherwise herein, or in any amendment hereof or other document related hereto, as being
the Syndication Agent or the Documentation Agent shall have any right, power, obligation,
liability, responsibility or duty under this Agreement in such capacity. Each Lender
acknowledges that it has not relied, and will not rely, on any Person so identified in
deciding to enter into this Agreement or in taking or refraining from taking any action
hereunder or pursuant hereto.  



68 
















	





     SECTION
15        GENERAL. 



     15.1
Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender
in the exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise by any of them of any right, power or remedy
preclude other or further exercise thereof, or the exercise of any other right, power or
remedy. No amendment, modification or waiver of, or consent with respect to, any
provision of this Agreement or the Notes shall in any event be effective unless the same
shall be in writing and signed and delivered by Lenders having an aggregate Total
Percentage of not less than the aggregate Total Percentage expressly designated herein
with respect thereto or, in the absence of such designation as to any provision of this
Agreement or the Notes, by the Required Lenders and, in the case of an amendment or other
modification, the Company, and then any such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which
given. No amendment, modification, waiver or consent shall increase or extend the
Commitment of any Lender without the consent of such Lender. No amendment, modification,
waiver or consent shall modify the allocation of any payment between the Term Loans
without the consent of Lenders holding at least 66 2/3% of the aggregate outstanding
principal amount of each of the Term A Loans and the Term B Loans. No amendment,
modification, waiver or consent shall (i) extend the scheduled maturity date of any
principal of any Loan or extend the date for payment of any interest on any Loan or any
fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of
interest thereon or any fees payable hereunder, (iii) release (x) the Parent from its
obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the
Subsidiary Guaranty (other than with respect to a Subsidiary Guarantor which ceases to be
a Subsidiary as a result of a transaction permitted hereunder) or (z) all or
substantially all of the collateral granted under the Collateral Documents or (iv) reduce
the aggregate Total Percentage required to effect an amendment, modification, waiver or
consent without, in each case, the consent of each Lender affected thereby. No provision
of Section 14 or other provision of this Agreement affecting the Administrative
Agent in its capacity as such shall be amended, modified or waived without the consent of
the Administrative Agent. No provision of this Agreement relating to the rights or duties
of an Issuing Lender in its capacity as such shall be amended, modified or waived without
the consent of such Issuing Lender. No provision of this Agreement affecting the Swing
Line Lender in its capacity as such shall be amended, modified or waived without the
written consent of the Swing Line Lender.  



     15.2
Confirmations. The Company and each Lender agree from time to time, upon written
request received by it from the other, to confirm to the other in writing (with a copy of
each such confirmation to the Administrative Agent) the aggregate unpaid principal amount
of the Loans then outstanding to such Lender.  



     15.3
Notices. Except as otherwise provided in Sections 2.2 and 2.4,
all notices hereunder shall be in writing (including facsimile transmission) and shall be
sent to the applicable party at its address shown on Schedule 15.3 or at such
other address as such party may, by written notice received by the other parties, have
designated as its address for such purpose. Notices sent by facsimile transmission shall
be deemed to have been given when sent and receipt of such facsimile is confirmed;
notices sent by mail shall be deemed to have been given three Business Days after the
date when sent by registered or certified mail, postage prepaid; and notices sent by hand
delivery or overnight courier service shall be deemed to have been given when received.
For purposes of Sections 2.2 and 2.4, the Administrative Agent and the
Swing Line Lender shall be entitled to rely on telephonic instructions from any person
that the Administrative Agent or the Swing Line Lender in good faith believes is a
Responsible Officer of the Company, and the Company shall hold the Administrative Agent,
the Swing Line Lender and each other Lender harmless from any loss, cost or expense
resulting from any such reliance.  



69 
















	





     15.4
Computations. Where the character or amount of any asset or liability or item of
income or expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purpose of this Agreement, such determination
or calculation shall, to the extent applicable and except as otherwise specified in this
Agreement, be made in accordance with GAAP, consistently applied; provided that if
the Company notifies the Administrative Agent that the Company wishes to amend any
covenant in Section 10 to eliminate or to take into account the effect of any
change in GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Company that the Required Lenders wish to amend Section 10 for such purpose),
then the Company’s compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner satisfactory to
the Company and the Required Lenders.  



     15.5
Regulation U. Each Lender represents that it in good faith is not relying, either
directly or indirectly, upon any Margin Stock as collateral security for the extension or
maintenance by it of any credit provided for in this Agreement.  



     15.6
Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable
out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger
(including the reasonable fees and charges of counsel for the Administrative Agent and
the Lead Arranger and of local counsel, if any, who may be retained by said counsel) in
connection with the preparation, execution, delivery and administration of this
Agreement, the other Loan Documents and all other documents provided for herein or
delivered or to be delivered hereunder or in connection herewith (including any
amendments, supplements or waivers to any Loan Documents), and all reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs
and other legal expenses and reasonable allocated costs of internal counsel) incurred by
the Administrative Agent and each Lender during the existence of an Event of Default in
connection with the enforcement of this Agreement, the other Loan Documents or any
amendments, supplements or waivers thereto. In addition, the Company agrees to pay, and
to save the Administrative Agent, the Lead Arranger and the Lenders harmless from all
liability for, (a) any stamp or other similar taxes (excluding franchise taxes, branch
profits taxes and other taxes imposed on or measured by net income, net profits or
receipts) which may be payable in connection with the execution and delivery of this
Agreement, the Credit Extensions hereunder, the issuance of the Notes or the execution
and delivery of any other Loan Document or any other document provided for herein or
delivered or to be delivered hereunder or in connection herewith, except as otherwise
provided in Section 7.6 or 8.1, and (b) any fees of the Company’s
auditors in connection with any reasonable exercise by the Administrative Agent and the
Lenders of their rights pursuant to Section 10.2. All obligations provided for in
this Section 15.6 shall survive repayment of the Loans, cancellation of the Notes
and any termination of this Agreement.  



70 
















	





     15.7
Subsidiary References. The provisions of this Agreement relating to Subsidiaries
shall apply only during such times as the Company has one or more Subsidiaries.  



     15.8
Captions. Section captions used in this Agreement are for convenience only
and shall not affect the construction of this Agreement.  



     15.9
Assignments; Participations.  



     15.9.1
Assignments. Any Lender may, with the prior written consent of the Administrative
Agent and, so long as no Unmatured Event of Default or Event of Default has occurred and
is continuing, the Company (which consents shall not be unreasonably delayed or
withheld), at any time assign and delegate to one or more Eligible Assignees (any Person
to whom such an assignment and delegation is to be made being herein called an “Assignee”),
all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate
amount (in the case of an assignment to an Assignee other than a Lender hereunder) equal
to the lesser of (i) the amount of the assigning Lender’s remaining Loans and,
without duplication, Commitment and (ii) $1,000,000 (or such lesser amount as the Company
and the Administrative Agent may agree in their discretion); provided that (a) no
assignment and delegation may be made to any Person if, at the time of such assignment
and delegation, the Company would be obligated to pay any greater amount under Section
7.6 or Section 8to the Assignee than the Company is then obligated to pay to
the assigning Lender under such Sections (and if any assignment is made in violation of
the foregoing, the Company will not be required to pay the incremental amounts) and (b)
the Company and the Administrative Agent shall be entitled to continue to deal solely and
directly with such Lender in connection with the interests so assigned and delegated to
an Assignee until the date when all of the following conditions shall have been met:  











	 	     (w)                  the
Assignee shall have complied with the requirements set forth in Section
               14.10, if applicable, 






	 	     (x)                  five
Business Days (or such lesser period of time as the Administrative Agent
               and the assigning Lender shall agree) shall have passed after written
notice of                such assignment and delegation, together with payment
instructions, addresses                and related information with respect to such
Assignee, shall have been given to                the Company and the Administrative
Agent by such assigning Lender and the                Assignee, 






	 	     (y)                  the
assigning Lender and the Assignee shall have executed and delivered to the
               Company and the Administrative Agent an assignment agreement substantially
in                the form of Exhibit F (an “Assignment Agreement”),
               together with any documents required to be delivered thereunder, which
               Assignment Agreement shall have been accepted by the Administrative Agent
and,                if required, the Company, and 






	 	     (z)                  the
assigning Lender or the Assignee shall have paid the Administrative Agent a
               processing fee of $3,500. 






	



From and after the date on
which the conditions described above have been met, (x) such Assignee shall be
deemed automatically to have become a party hereto and, to the extent that
rights and obligations hereunder have been assigned and delegated to such
Assignee pursuant to such Assignment Agreement, shall have the rights and
obligations of a Lender hereunder, and (y) the assigning Lender, to the extent
that rights and obligations hereunder have been assigned and delegated by it
pursuant to such Assignment Agreement, shall be released from its obligations
hereunder (and, in the case of an assignment of its Commitment and all of its
Loans, shall cease to be a Lender (but shall continue to have all rights and
obligations under provisions hereof which by their terms survive the termination
hereof)). Within five Business Days after the effectiveness of any assignment
and delegation to a Person that is not currently a Lender hereunder, the Company
shall execute and deliver to the Administrative Agent (for delivery to the
Assignee) a new Note dated the effective date of such assignment. Any attempted
assignment and delegation not made in accordance with this Section 15.9.1
shall be null and void. 




71 
















	




     The
Administrative Agent, acting solely for this purpose as an agent of the Company,
shall maintain at the Administrative Agent’s Office a copy of each
Assignment Agreement delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitments of, and principal amount
of the Loans and reimbursement obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in
the Register shall be conclusive, and the Company, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice. 



     Notwithstanding
the foregoing provisions of this Section 15.9.1 or any other provision of
this Agreement, (i) any Lender may at any time assign all or any portion of its
Loans and its Note to a Federal Reserve Bank and (ii) any Lender that is a fund
may assign all or any portion of any Term Loan to a trustee for the benefit of
such Lender’s investors in connection with the financial leveraging of such
fund; provided that no such assignment pursuant to clause (i) or
(ii) shall release any Lender from any of its obligations hereunder. 



     15.9.2
Participations. Any Lender may at any time sell to one or more commercial banks or
other Persons participating interests in any Loan owing to such Lender, the Note held by
such Lender, the Commitment of such Lender, the direct or participation interest of such
Lender in any Letter of Credit or Swing Line Loan or any other interest of such Lender
hereunder (any Person purchasing any such participating interest being herein called a
“Participant”); provided that any Lender selling any such
participating interest shall give notice thereof to the Company. In the event of a sale
by a Lender of a participating interest to a Participant, (x) such Lender shall remain
the holder of its Note and shall remain responsible for all of its obligations as a
Lender hereunder for all purposes of this Agreement, (y) the Company and the
Administrative Agent shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations hereunder and (z) all amounts
payable by the Company shall be determined as if such Lender had not sold such
participation and shall be paid directly to such Lender. No Participant shall have any
direct or indirect voting rights hereunder except with respect to any of the events
described in the fourth sentence of Section 15.1. Each Lender agrees to
incorporate the requirements of the preceding sentence into each participation agreement
which such Lender enters into with any Participant. The Company agrees that if amounts
outstanding under this Agreement and the Notes are due and payable (as a result of
acceleration or otherwise), each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement, any Note
and with respect to any Letter of Credit to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this Agreement or such
Note; provided that such right of setoff shall be subject to the obligation of
each Participant to share with the Lenders, and the Lenders agree to share with each
Participant, as provided in Section 7.5. The Company also agrees that each
Participant shall be entitled to the benefits of Section 7.6 and Section 8 as
if it were a Lender (provided that no Participant shall receive any greater amount
pursuant to Section 7.6 or Section 8 than would have been paid to the
participating Lender if no participation had been sold).  



72 
















	





     15.10
Governing Law. THIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT 735 ILLINOIS
COMPILED STATUTE §105/5-5). Whenever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this
Agreement. All obligations of the Company and rights of the Administrative Agent and the
Lenders expressed herein or in any other Loan Document shall be in addition to and not in
limitation of those provided by applicable law.  



     15.11
Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute but one and
the same Agreement.  



     15.12
Successors and Assigns. This Agreement shall be binding upon the Company, the
Lenders and the Administrative Agent and their respective successors and assigns, and
shall inure to the benefit of the Company, the Lenders and the Administrative Agent and
the successors and assigns of the Lenders and the Administrative Agent.  



     15.13
Indemnification by the Company.  



     (a)          In
consideration of the execution and delivery of this Agreement by the
          Administrative Agent and the Lenders and the agreement to extend the
Commitments           provided hereunder, the Company hereby agrees to indemnify,
exonerate and hold           the Administrative Agent, the Lead Arranger, each Lender and
each of the           officers, directors, employees, Affiliates and agents of the
Administrative           Agent and each Lender (each a “Lender Party”)
free and harmless           from and against any and all actions, causes of action,
suits, losses,           liabilities, damages and expenses (excluding taxes and related
costs), including           reasonable attorneys’ fees and charges and, without
duplication, reasonable           allocated costs of internal counsel (collectively, for
purposes of this Section 15.13, called the “Indemnified Liabilities”),
          incurred by the Lender Parties or any of them as a result of, or arising out
of,           or relating to (i) any tender offer, merger, purchase of stock, purchase of
          assets or other similar transaction financed or proposed to be financed in
whole           or in part, directly or indirectly, with the proceeds of any of the
Loans, (ii)           the use, handling, release, emission, discharge, transportation,
storage,           treatment or disposal of any hazardous substance at any property owned
or leased           by any Loan Party; (iii) any violation of any Environmental Laws with
respect to           conditions at any property owned or leased by any Loan Party or the
operations           conducted thereon, (iv) the investigation, cleanup or remediation of
offsite           locations at which any Loan Party or any of its predecessors in
interest is           alleged to have directly or indirectly disposed of hazardous
substances or (v)           the execution, delivery, performance or enforcement of this
Agreement or any           other Loan Document by any of the Lender Parties (without
duplication of costs           and expenses specifically referred to in Section 15.6 and
related taxes           and other amounts), except for any such Indemnified Liabilities
arising on           account of any such Lender Party’s gross negligence or willful
misconduct.           If and to the extent that the foregoing undertaking may be
unenforceable for any           reason, the Company hereby agrees to make the maximum
contribution to the           payment and satisfaction of each of the Indemnified
Liabilities which is           permissible under applicable law.  



64 
















	





     (b)          Without
limiting the foregoing, the Company and its successors and assigns           hereby
release and discharge, and agree to defend, indemnify and hold harmless,           the
Lender Parties from and against any and all losses, claims, damages,
          liabilities and expenses, including reasonable attorneys’ fees, to which
          any Lender Party may become subject (other than as a result of the gross
          negligence or willful misconduct of any such Person), insofar as such losses,
          claims, damages or liabilities (or actions in respect thereof) arise out of or
          by reason of any Environmental Liabilities, whenever and by whomever asserted,
          to the extent that such Environmental Liabilities are based upon, or otherwise
          relate to: (i) any Condition at any time in, at, on, under, a part of,
involving           or otherwise related to the Properties and Facilities (including any
of the           properties, materials, articles, products, or other things included in
or           otherwise a part of the Properties and Facilities); (ii) any action or
failure           to act of any Person, including any prior owner or operator of the
Properties           and Facilities (including any of the properties, materials,
articles, products,           or other things included in or otherwise a part of the
Properties and           Facilities), involving or otherwise related to the Properties
and Facilities or           operations of the Parent and its Subsidiaries; (iii) the
Management of any           Pollutant, material, article or product (including Management
of any material,           article or product containing a Pollutant) in any physical
state and at any           time, involving or otherwise related to the Properties and
Facilities or any           property covered by clause (iv) (including Management
either from the           Properties and Facilities or from any property covered by clause
(iv) and           Management to, at, involving or otherwise related to the
Properties and           Facilities or any property covered by clause (iv)); (iv)
conditions, and           actions or failures to act, in, at, on, under, a part of,
involving or otherwise           related to any property other than the Properties and
Facilities, which property           was, at or prior to the Effective Time, (A)
acquired, held, sold, owned,           operated, leased, managed or divested by, or
otherwise associated with, (1) the           Parent or its Subsidiaries, (2) any
Affiliate thereof or (3) any predecessor or           successor organization of those
identified in clause (1) or (2);           or (B) engaged in any tolling,
contract manufacturing or processing, or other           similar activities for, with, or
on behalf of the Parent or its Subsidiaries;           (v) any violation of or
noncompliance with or the assertion of any Lien under           the Environmental Laws;
(vi) the presence of any toxic or hazardous substance,           waste or contaminant on,
at or from the past and present Properties and           Facilities, including, without
limitation, human exposure thereto; (vii) any           spill, release, discharge or
emission affecting the past and present Properties           and Facilities, whether or
not the same originates or emanates from such           Properties and Facilities or any
contiguous real estate, including, without           limitation, any loss of value of
such Properties and Facilities as a result           thereof; or (viii) a
misrepresentation in any representation or warranty or           breach of or failure to
perform any covenant made by the Parent or the Company           in this Agreement.  



74 
















	




     (c)          All
obligations provided for in this Section 15.13 shall survive           repayment
of the Loans, cancellation of the Notes, any foreclosure under, or any
          modification, release or discharge of any or all of the Collateral Documents,
          the sale, transfer or conveyance of all or part of the past and present
          properties and facilities or any circumstances which might otherwise constitute
          a legal or equitable discharge, in whole or in part, of the Company under this
          Agreement and any termination of this Agreement.  



     15.14
Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS;
PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID TO
SUCH ADDRESS AS DETERMINED PURSUANT TO SECTION 15.3, BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH OF THE COMPANY AND THE PARENT
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 



     15.15
Waiver of Jury Trial. EACH OF THE COMPANY, THE PARENT, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM
ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE
AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENTS. 



75 
















	




     IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written. 











			MIDDLEBY MARSHALL INC.



By    /s/ David B. Baker
     ——————————————————

Title   Vice President, Chief Financial Officer
         —————————————————







			THE MIDDLEBY CORPORATION



By    /s/ David B. Baker
     ——————————————————

Title   Vice President, Chief Financial Officer
         —————————————————






	



76 


















			BANK OF AMERICA, N.A., as Administrative Agent



By    /s/ David A. Johnason
     ——————————————————

Title   Title  Vice President
         —————————————————







	



77 


















			BANK OF AMERICA, N.A., as Issuing Lender, 
Swing Line Lender and a Lender



By    /s/ Craig W. McGuire
     ——————————————————

Title  Vice President
         —————————————————






	



78 



















			LASALLE BANK NATIONAL ASSOCIATION, 
as Syndication Agent and as a Lender



By    /s/ Peg Laughlin
     ——————————————————

Title   First Vice President
         —————————————————






	



79 


















			WELLS FARGO BANK, N.A., as Documentation
 Agent and as a Lender



By    /s/ Paul M. Stevens
     ——————————————————

Title   Vice President
         —————————————————







	



80 


















			THE NORTHERN TRUST COMPANY



By    /s/ Nicole D. Boehm
     ——————————————————

Title   Senior Vice President
         —————————————————







	



81 



















			FLEET NATIONAL BANK



By    /s/ Kenneth Sheldon
     ——————————————————

Title   Vice President
         —————————————————







	



82 



















			FIFTH THIRD BANK (CHICAGO)



By    /s/ Joshua L. Van Manen
     ——————————————————

Title   Officer
         —————————————————







	



83 


















	



SCHEDULE
1.1 



PRICING
SCHEDULE 



     The
Base Rate Margin for Revolving Loans and Term Loans, the Eurodollar Margin for
Revolving Loans and Term Loans, the Commitment Fee Rate and the LC Fee Rate for
Commercial and Standby Letters of Credit, respectively, shall be determined in
accordance with the table below and the other provisions of this Schedule
1.1. 












		Level I
      

    	Level II
      

    	Level III
      

    	Level IV
      

    	Level V
      

    
	Commitment
      Fee Rate	 	 	 	0.350	%	 	0.400	%	 	0.450	%	 	0.500	%	 	0.500	%
	Eurodollar Margin	 	 	 	2.250	%	 	2.500	%	 	2.750	%	 	3.000	%	 	3.250	%
	Base Rate Margin	 	 	 	0.500	%	 	0.750	%	 	1.000	%	 	1.250	%	 	1.500	%
	LC Fee Rate for Standby Letters of Credit	 	 	 	2.250	%	 	2.500	%	 	2.750	%	 	3.000	%	 	3.250	%
	LC Fee Rate for Commercial Letters of Credit	 	 	 	1.125	%	 	1.250	%	 	1.375	%	 	1.500	%	 	1.625	%




	




     Level
I applies when the Leverage Ratio is less than 1.00 to 1. 



     Level II
applies when the Leverage Ratio is equal to or greater than 1.00 to 1 but less
than 1.5 to 1. 



     Level
III applies when the Leverage Ratio is equal to or greater than 1.50 to 1
but less than 2.00 to 1. 



     Level
IV applies when the Leverage Ratio is equal to or greater than 2.00 to 1 but
less than 2.50 to 1. 



     Level
V applies when the Leverage Ratio is equal to or greater than 2.50 to 1. 



     Initially,
the applicable Level shall not be determined in accordance with the Leverage
Ratio but shall be Level V. Beginning with the Fiscal Quarter ending March 29,
2003, the applicable Level shall be adjusted, to the extent applicable, 45 days
(or, in the case of the last Fiscal Quarter of any Fiscal Year, 90 days) after
the end of each Fiscal Quarter based on the Leverage Ratio as of the last day of
such Fiscal Quarter; provided that if the Company fails to deliver the
financial statements required by Section 10.1.1 or 10.1.2, as
applicable, and the related certificate required by Section 10.1.4 by the
45th day (or, if applicable, the 90th day) after any Fiscal Quarter, Level V
shall apply until such financial statements are delivered. 



 



















	





SCHEDULE 2 



OTHER LEASES 



 

















	


SCHEDULE 2.1 



LENDERS AND PERCENTAGES 










	Lender 
      

    	Revolving

Commitment 
      

    	Term A

Commitment 
      

    	Term B

Commitment 
      

    	Total Commitment 
      

    	Revolving

Percentage 
      

    	Term A Percentage 
      

    	Term B Percentage 
      

    	Total Percentage 
      

    
	Bank of America,
      N.A	 	 	$	 7,333,333.33	   	$	 14,666,666.67	   	$	 5,000,000.00	 	$	 27,000,000.00	 	 	24.444444443	%	 	24.444444443	%	 	100.000000000	%	 	28.421052631	%
	LaSalle Bank National Association	 	 	$	  6,166,666.67	 	$	 12,333,333.33	 	$	          0.00	   	$	 18,500,000.00	 	   	20.555555556	%	   	20.555555556	%	   	0.000000000	%	   	19.473684211	%
	Wells Fargo Bank, N.A	 	 	$	  6,166,666.67	 	$	 12,333,333.33	 	$	          0.00	 	$	 18,500,000.00	 	 	20.555555556	%	 	20.555555556	%	 	0.000000000	%	 	19.473684211	%
	The Northern Trust Company	 	 	$	  3,333,333.33	 	$	  6,666,666.67	 	$	          0.00	 	$	 10,500,000.00	 	 	11.111111111	%	 	11.111111111	%	 	0.000000000	%	 	10.526315789	%
	Fleet National Bank	 	 	$	  2,000,000.00	 	$	  4,000,000.00	 	$	          0.00	 	$	 6,500,000.00	 	 	6.666666667	%	 	6.666666667	%	 	0.000000000	%	 	6.315789474	%
	Fifth Third Bank (Chicago)	 	 	$	  5,000,000.00	 	$	 10,000,000.00	 	$	          0.00	 	$	 15,000,000.00	 	 	16.666666667	%	 	16.666666667	%	 	0.000000000	%	 	15.789473684	%
	             TOTALS	 	 	$	 30,000,000.00	 	$	 60,000,000.00	 	$	  5,000,000.00	 	$	 95,000,000.00	 	 	100.000000000	%	 	100.000000000	%	 	100.000000000	%	 	100.000000000	%




	















	





SCHEDULE 6.1(a) 



AMORTIZATION OF TERM A
LOANS 













	DATE*
      

    	

PRINCIPAL PAYMENT

	March
      29, 2003	 	 	$	
      2,875,000	 
	June
      28, 2003	 	 	$	
      2,875,000	 
	September
      27, 2003	 	 	$	
      2,875,000	 
	December
      27, 2003	 	 	$	
      2,875,000	 
	March
      27, 2004	 	 	$	
      3,125,000	 
	June
      26, 2004	 	 	$	
      3,125,000	 
	September
      25, 2004	 	 	$	
      3,125,000	 
	December
      25, 2004	 	 	$	
      3,125,000	 
	March
      26, 2005	 	 	$	
      3,200,000	 
	June
      25, 2005	 	 	$	
      3,200,000	 
	September
      24, 2005	 	 	$	
      3,200,000	 
	December
      21, 2005	 	 	$	
      3,200,000	 
	March
      25, 2006	 	 	$	
      3,200,000	 
	June
      24, 2006	 	 	$	
      3,200,000	 
	September
      30, 2006	 	 	$	
      3,200,000	 
	December
      30, 2006	 	 	$	
      3,200,000	 
	March
      24, 2007	 	 	$	
      3,225,000	 
	June
      30, 2007	 	 	$	
      3,225,000	 
	September
      29, 2007	 	 	$	
      3,225,000	 
	December
      23, 2007	 	 	$	
      725,000	 





	




     * All
outstanding principal of the Term A Loans shall be due and payable on the earliest of (a)
if the Seller Subordinated Debt has not been paid in full prior to such date, March 15,
2006, (b) December 23, 2007 and (c) such other date on which the Term A Loans are
accelerated pursuant to Section 12. 
















	






SCHEDULE 6.1(b) 



AMORTIZATION OF TERM B
LOANS 









	DATE*
      

    	PRINCIPAL
      PAYMENT
      

    
	March
      29, 2003	 	$	
      125,000	 
	June
      28, 2003	 	$	
      125,000	 
	September
      27, 2003	 	$	
      125,000	 
	December
      27, 2003	 	$	
      125,000	 
	March
      27, 2004	 	$	
      125,000	 
	June
      26, 2004	 	$	
      125,000	 
	September
      25, 2004	 	$	
      125,000	 
	December
      25, 2004	 	$	
      125,000	 
	March
      26, 2005	 	$	
      125,000	 
	June
      25, 2005	 	$	
      125,000	 
	September
      24, 2005	 	$	
      125,000	 
	December
      21, 2005	 	$	
      125,000	 
	March
      25, 2006	 	$	
      125,000	 
	June
      24, 2006	 	$	
      125,000	 
	September
      30, 2006	 	$	
      125,000	 
	December
      30, 2006	 	$	
      125,000	 
	March
      24, 2007	 	$	
      125,000	 
	June
      30, 2007	 	$	
      125,000	 
	September
      29, 2007	 	$	
      125,000	 
	December
      23, 2007	 	$	
      2,625,000	 
	
      
      	 



	



     * All
outstanding principal amounts with respect to the Term B Loans shall be due and payable
on the earliest of (a) if the Seller Subordinated Debt has not been paid in full
prior to such date, March 15, 2006, (b) December 23, 2007 and (c) such other date on
which the Term B Loans are accelerated pursuant to Section 12.  
















	







SCHEDULE 9.6 



LITIGATION AND
CONTINGENT LIABILITIES 















	




 


SCHEDULE 9.7 



OWNERSHIP OF
PROPERTIES; LIENS 















	




SCHEDULE 9.8 



SUBSIDIARIES 




Middleby Marshall Inc.

   Blodgett Holdings Inc.

   Middleby Japan Corporation

   G.S. Blodgett Corporation

      Pitco Frialator, Inc.

      MagiKitch’n Inc.

      Cloverleaf Properties, Inc.

      Frialator International Limited (UK)

      G.S. Blodgett International, Limited

   Middleby Philippines Corp.
      Fab Asia

   Middleby Worldwide, Inc.

      Middleby Taiwan Corporation

      Middleby Korea Corporation

      Middleby China Corporation

      Middleby Mexico

      Middleby Spain

         Middleby France 















	




SCHEDULE 9.15 



ENVIRONMENTAL MATTERS 
















	



 


SCHEDULE 10.7(h) 



EXISTING DEBT 















	



 


SCHEDULE 10.8 



EXISTING LIENS 
















	





SCHEDULE 10.19 



EXISTING INVESTMENTS 

















	





SCHEDULE 15.3 



ADDRESSES FOR NOTICES 




MIDDLEBY MARSHALL, INC.  



1400
Toastmaster Drive
Elgin, IL 60120
Attention: David B. Baker
Telephone: (847) 741-3300

Facsimile: (847) 741-1689 



BANK OF AMERICA, N.A., as
Administrative Agent  



For notices of borrowing, payments
and other administrative matters:  



901 Main St
Dallas, TX 75202 

Attention: Denise Wolfenberger
Telephone: 214-209-3175
Facsimile: 214-290-8373 



with a copy to:  



231 S. LaSalle Street
Mail Code:
IL1-231-08-30
Chicago, Illinois 60697 

Attention: David A. Johanson, Vice President
Telephone: 312-828-7933 

Facsimile: 877-206-8410 



BANK OF AMERICA, N.A., as Issuing
Lender, as Swing Line Lender, and as a Lender  



231 S. LaSalle Street
Chicago,
Illinois 60697
Attention: Craig W. McGuire
Telephone: 312-828-1320
Facsimile: 312-828-1974 


















	





WELLS FARGO BANK, N.A.  



For notices of borrowing, payments
and other administrative matters:  



1740 Broadway
Denver, CO 80274 
Attention: Patricia
Delreal-Flores
Telephone: 303-863-5183 
Facsimile: 303-863-2729 



For all other notices:  



230 West Monroe
Suite 2900
Chicago, IL
60606 
Attention: Paul Stevens
Telephone:
312-762-9020
Facsimile: 312-795-9388 



FIFTH THIRD BANK (CHICAGO)  



For notices of borrowing, payments
and other administrative matters:  



233 S. Wacker Drive
Chicago, IL 60606 
Attention: Cecilia
Leephailbul
Telephone: 312-876-4387
Facsimile: 312-876-4793 



For all other notices:  



Attention: Joshua Van
Manen
Telephone: 312-876-4108
Facsimile: 312-876-4793 



THE NORTHERN TRUST COMPANY  



For notices of borrowing, payments
and other administrative matters:  



50 S. LaSalle St.
 Chicago, IL 60675 
Attention: Oscar Parrish
Telephone:
312-444-5504
Facsimile: 312-444-3502 



For all other notices:  



Attention: Eileen Sachanda
Telephone:
312-444-4273
Facsimile: 312-444-7028 

















	




LASALLE BANK NATIONAL ASSOCIATION  



For notices of borrowing, payments
and other administrative matters:  



135 S. LaSalle Street, Suite
1125
Chicago, IL 60603
Attention: Sheila Brown 
Telephone: 312-904-5319
Facsimile:
312-904-6150 



For all other notices:  



Attention: Peg Laughlin
Telephone:
312-904-6742
Facsimile: 312-904-6150 



FLEET NATIONAL BANK 



For notices of borrowing, payments
and other administrative matters:  



1155 Elm Street
Manchester, New
Hampshire 03101
Attention: Marybeth Bighinatti
Telephone: (603) 647-3748
Facsimile (603)
647-7617 



For all other notices:  



Attention: Christine Unger
Telephone:
(603) 647-7937
Facsimile: (603) 647-7617 



DENALI CAPITAL CLO I, LTD.  



For notices of borrowing, payments
and other administrative matters:  



c/o The Chase Manhattan Bank
600
Travis Street, 50th Floor
Houston, TX 77002
Attention: David
Smith
Telephone: 713-216-9816
Facsimile: 713-437-8149 



For all other notices:  



2001 Spring Road, Suite 220
Oak
Brook, IL 60523
Attention: Nicole Kouba
Telephone: 630-928-2561
Facsimile: 630-572-0801