Unassociated Document


    Exhibit
      10.3

    
 

    AMENDED
      AND RESTATED CREDIT AGREEMENT (this “Agreement”),
      dated
      as of April 3, 2006 among MEASUREMENT SPECIALTIES, INC., a New Jersey
      corporation (“Borrower”);
      the
      other US Credit Parties signatory hereto; WACHOVIA
      BANK, NATIONAL ASSOCIATION, as Syndication Agent and as Lender,
      JPMORGAN
      CHASE BANK, N.A., as Documentation Agent and as Lender,
      GENERAL
      ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual
      capacity, “GE
      Capital”),
      for
      itself, as Lender, and as Agent for Lenders, and the other Lenders signatory
      hereto from time to time. 

     

    RECITALS

     

    WHEREAS,
      Borrower, the US Credit Parties signatory thereto, the lenders signatory thereto
      (the “Existing
      Lenders”)
      and
      General Electric Capital Corporation, as agent for the Existing Lenders, are
      parties to a Credit Agreement, dated as of December 17, 2004, as amended,
      restated, supplemented or otherwise modified from time to time prior to the
      date
      hereof (the “Existing
      Credit Agreement”);
      and

     

    WHEREAS,
      pursuant to the Existing Credit Agreement, the Existing Lenders agreed to
      continue and to make certain loans and other extensions of credit to Borrower;
      and

     

    WHEREAS,
      each of the parties hereto wishes to and agrees to amend and restate the
      Existing Credit Agreement on the terms and conditions set forth herein;
      and

     

    WHEREAS,
      in connection with such amendment and restatement, Borrower has requested that
      Lenders extend revolving and term credit facilities to Borrower of up to Seventy
      Five Million Dollars ($75,000,000) in the aggregate for the purpose of funding
      a
      portion of Acquisitions (as hereinafter defined) and to provide (a) working
      capital financing for Borrower, (b) funds for other general corporate
      purposes of Borrower and (c) funds for other purposes permitted hereunder,
      including Permitted Acquisitions; and for these purposes, Lenders are willing
      to
      make and continue certain loans and other extensions of credit to Borrower
      of up
      to such amount upon the terms and conditions set forth herein; and

     

    WHEREAS,
      Borrower has agreed to continue to secure all of its obligations under the
      Loan
      Documents by granting to Agent, for the benefit of Agent and Existing Lenders,
      a
      security interest in and lien upon all of its existing and after-acquired
      personal and real property; and

     

    WHEREAS,
      certain Subsidiaries of Borrower have guaranteed all of the obligations of
      Borrower to General Electric Capital Corporation, as agent, and Existing Lenders
      under the Loan Documents and have granted to Agent, for the benefit of Agent
      and
      Existing Lenders, a security interest in substantially all of its assets to
      secure such guaranty; and

     

    WHEREAS,
      it is the intent of the parties hereto that this Agreement not constitute a
      novation of the obligations and liabilities existing under the Existing Credit
      Agreement or evidence payment of all or any of such obligations and liabilities,
      that this Agreement amend and restate in its entirety the Existing Credit
      Agreement, and that from and after the date hereof, the Existing Credit
      Agreement be of no further force and effect except as to evidence the incurrence
      of the “Obligations” thereunder and the representations and warranties made
      thereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      capitalized terms used in this Agreement shall have the meanings ascribed to
      them in Annex
      A
      and, for
      purposes of this Agreement and the other Loan Documents, the rules of
      construction set forth in Annex A
      shall
      govern. All Annexes, Disclosure Schedules, Exhibits and other attachments
      (collectively, “Appendices”)
      hereto, or expressly identified to this Agreement, are incorporated herein
      by
      reference, and taken together with this Agreement, shall constitute but a single
      agreement. These Recitals shall be construed as part of the
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained, and for other good and valuable consideration, the parties hereto
      agree that, effective on the Closing Date, the Existing Credit Agreement shall
      be and hereby is amended and restated in its entirety to read as
      follows:

     

    1. AMOUNT
      AND TERMS OF CREDIT

     

    1.1 Credit
      Facilities.

     

    (a) Revolving
      Credit Facility.

     

    (i) Subject
      to the terms and conditions hereof, each Revolving Lender agrees to make
      available to Borrower from time to time until the Commitment Termination Date
      its Pro Rata Share of advances (each, a “Revolving
      Credit Advance”).
      The
      Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any
      time exceed its separate Revolving Loan Commitment. The obligations of each
      Revolving Lender hereunder shall be several and not joint. Until the Commitment
      Termination Date, Borrower may borrow, repay and reborrow under this
Section 1.1(a);
      provided
      that the
      amount of any Revolving Credit Advance to be made at any time shall not exceed
      Borrowing Availability at such time. Each Revolving Credit Advance shall be
      made
      on notice by Borrower to one of the representatives of Agent identified in
      Schedule
      1.1
      at the
      address specified therein. Any such notice must be given no later than (1)
      11:00
      a.m. (New York time) on the Business Day of the proposed Revolving Credit
      Advance, in the case of an Index Rate Loan, or (2) 11:00 a.m. (New York time)
      on
      the date which is 3 Business Days prior to the proposed Revolving Credit
      Advance, in the case of a LIBOR Loan. Each such notice (a “Notice
      of Revolving Credit Advance”)
      must
      be given in writing (by telecopy or overnight courier) substantially in the
      form
      of Exhibit
      1.1(a)(i),
      and
      shall include the information required in such Exhibit and such other
      information as may be required by Agent; provided that unless otherwise
      consented to by Agent Borrower shall not be entitled to give a Notice of
      Revolving Credit Advance more than once in any calendar week. If Borrower
      desires to have the Revolving Credit Advances bear interest by reference to
      a
      LIBOR Rate, it must comply with Section
      1.5(e).

     

    (ii) Except
      as
      provided in Section
      1.12,
      Borrower shall execute and deliver to each Revolving Lender a note to evidence
      the Revolving Loan Commitment of that Revolving Lender. Each note shall be
      in
      the principal amount of the Revolving Loan Commitment of the applicable
      Revolving Lender, dated the Closing Date and substantially in the form of
Exhibit
      1.1(a)(ii)
      (each a
“Revolving
      Note”
and,
      collectively, the “Revolving
      Notes”).
      Each
      Revolving Note shall represent the obligation of Borrower to pay the amount
      of
      Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving
      Lender’s Pro Rata Share of the aggregate unpaid principal amount of all
      Revolving Credit Advances to Borrower together with interest thereon as
      prescribed in Section
      1.5.
      The
      entire unpaid balance of the Revolving Loan and all other non-contingent
      Obligations (other than Rate Management Obligations) shall be immediately due
      and payable in full in immediately available funds on the Commitment Termination
      Date. Subject to the terms and conditions hereof, each Lender agrees on the
      Closing Date to exchange its Revolving Note (as defined in the Existing Credit
      Agreement) for such Lender’s Revolving Note issued pursuant to the terms hereof.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Term
      Loan.

     

    (i) Subject
      to the terms and conditions hereof, each Term Lender agrees to make a term
      loan
      (collectively, the “Term
      Loan”)
      on the
      Closing Date to Borrower in the original principal amount of its Term Loan
      Commitment. The obligations of each Term Lender hereunder shall be several
      and
      not joint. The Term Loan shall be evidenced by promissory notes substantially
      in
      the form of Exhibit
      1.1(b)
      (each a
“Term
      Note”
and
      collectively the “Term
      Notes”),
      and,
      except as provided in Section
      1.12,
      Borrower shall execute and deliver each Term Note to the applicable Term Lender.
      Each Term Note shall represent the obligation of Borrower to pay the amount
      of
      the applicable Term Lender’s Term Loan Commitment, together with interest
      thereon as prescribed in Section
      1.5.

     

    Borrower
      shall repay the principal amount of the Term Loan (a) in nineteen equal
      quarterly installments, each in the amount of $500,000, on the first day of
      March, June, September and December of each year, commencing June 1, 2006,
      and
      (b) in a final installment due on April 3, 2011 shall be in the amount of
      $10,500,000 or, if different, the remaining principal balance of the Term
      Loan.

     

    (ii) Notwithstanding
      Section
      1.2(b)(ii),
      the
      aggregate outstanding principal balance of the Term Loan shall be due and
      payable in full in immediately available funds on the Commitment Termination
      Date, if not sooner paid in full. No payment with respect to the Term Loan
      may
      be reborrowed.

     

    (iii) Each
      payment of principal with respect to the Term Loan shall be paid to Agent for
      the ratable benefit of each Term Lender, ratably in proportion to each such
      Term
      Lender’s respective Term Loan Commitment.

     

    (c) Reliance
      on Notices.
      Agent
      shall be entitled to rely upon, and shall be fully protected in relying upon,
      any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or
      similar notice believed by Agent to be genuine. Agent may assume that each
      Person executing and delivering any notice in accordance herewith was duly
      authorized, unless the responsible individual acting thereon for Agent has
      actual knowledge to the contrary.

     

    (d) Loans
      Under Existing Credit Agreement.
      The US
      Credit Parties acknowledge and agree that as of the Closing Date (i) the
      outstanding principal amount of Revolving Credit Advances under the Existing
      Credit Agreement equals $3,500,000 and that such Revolving Credit Advances
      are
      continued as Revolving Credit Advances hereunder; (ii) the outstanding principal
      amount of the Term Loan under the Existing Credit Agreement equals $17,500,000
      and that such Term Loan is continued as the Term Loan hereunder; and (iii)
      Letters of Credit are outstanding under the Existing Credit Agreement having
      a
      stated amount of $0 and such Letters of Credit are continued as Letters of
      Credit hereunder. All Term Loan Commitments and Revolving Loan Commitments
      under
      the Existing Credit Agreement shall hereinafter be assigned and re-allocated
      among the Term Loan Commitments and Revolving Loan Commitments hereunder, and
      after giving effect hereto, the percentages of the Commitments are as set forth
      on Annex
      J
      hereto.
      Notwithstanding anything set forth herein to the contrary, in order to effect
      the continuation of the outstanding Loans contemplated by the preceding
      sentence, the amount to be funded on the Closing Date by each Lender hereunder
      in respect of its Commitments shall be reduced by the principal amount of such
      Lender’s Loans under the Existing Credit Agreement outstanding on the Closing
      Date.

     

    
      
        
        

      

      
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    1.2 Letters
      of Credit.
      Subject
      to and in accordance with the terms and conditions contained herein and in
      Annex
      B,
      Borrower shall have the right to request, and Revolving Lenders agree to incur,
      or purchase participations in, Letter of Credit Obligations in respect of
      Borrower.

     

    1.2A Swap
      Related Reimbursement Obligations.
      

     

    (a) Borrower
      agrees to reimburse GE Capital in immediately available funds in the amount
      of
      any payment made by GE Capital under a Swap Related L/C (such reimbursement
      obligation, whether contingent upon payment by GE Capital under the Swap Related
      L/C or otherwise, being herein called a “Swap
      Related Reimbursement Obligation”).
      No
      Swap Related Reimbursement Obligation for any Swap Related L/C may exceed the
      amount of the payment obligations owed by Borrower under the interest rate
      protection or hedging agreement or transaction supported by the Swap Related
      L/C.

     

    (b) A
      Swap
      Related Reimbursement Obligation shall be due and payable by Borrower within
      one
      (1) Business Day after the date on which the related payment is made by GE
      Capital under the Swap Related L/C.

     

    (c) Any
      Swap
      Related Reimbursement Obligation shall, during the period in which it is unpaid,
      bear interest at the rate per annum equal to the LIBOR Rate plus one percent
      (1%), as if the unpaid amount of the Swap Related Reimbursement Obligation
      were
      a LIBOR Loan, and not at any otherwise applicable Default Rate. Such interest
      shall be payable upon demand. The following additional provisions apply to
      the
      calculation and charging of interest by reference to the LIBOR
      Rate:

     

    (i) The
      LIBOR
      Rate shall be determined for each successive one-month LIBOR Period during
      which
      the Swap Related Reimbursement Obligation is unpaid, notwithstanding the
      occurrence of any Event of Default and even if the LIBOR Period were to extend
      beyond the Commitment Termination Date.

     

    (ii) If
      a Swap
      Related Reimbursement Obligation is paid during a monthly period for which
      the
      LIBOR Rate is determined, interest shall be pro-rated and charged for the
      portion of the monthly period during which the Swap Related Reimbursement
      Obligation was unpaid. Section
      1.13(b)
      shall
      not apply to any payment of a Swap Related Reimbursement Obligation during
      the
      monthly period.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii) Notwithstanding
      the last paragraph of the definition of “LIBOR Rate”, if the LIBOR Rate is no
      longer available from Telerate News Service, the LIBOR Rate shall be determined
      by GE Capital from such financial reporting service or other information
      available to GE Capital as in GE Capital’s reasonable discretion indicates GE
      Capital’s cost of funds.

     

    (d) Except
      as
      provided in the foregoing provisions of this Section
      1.2A
      and in
Section
      11.3,
      Borrower shall not be obligated to pay to GE Capital or any of its Affiliates
      any Letter of Credit Fee, or any other fees, charges or expenses, in respect
      of
      a Swap Related L/C or arranging for any interest rate protection or hedging
      agreement or transaction supported by the Swap Related L/C. GE Capital and
      its
      Affiliates shall look to the beneficiary of a Swap Related L/C for payment
      of
      any such letter of credit fees or other fees, charges or expenses and such
      beneficiary may factor such fees, charges, or expenses into the pricing of
      any
      interest rate protection or hedging arrangement or transaction supported by
      the
      Swap Related L/C.

     

    (e) If
      any
      Swap Related L/C is revocable prior to its scheduled expiry date, GE Capital
      agrees not to revoke the Swap Related L/C unless the Commitment Termination
      Date
      or an Event of Default has occurred.

     

    (f) GE
      Capital or any of its Affiliates shall be permitted to (i) provide confidential
      or other information furnished to it by any of the Credit Parties (including,
      without limitation, copies of any documents and information in or referred
      to in
      the Closing Checklist, Financial Statements and Compliance Certificates) to
      a
      beneficiary or potential beneficiary of a Swap Related L/C and (ii) receive
      confidential or other information from the beneficiary or potential beneficiary
      relating to any agreement or transaction supported or to be supported by the
      Swap Related L/C. However, no confidential information shall be provided to
      any
      Person under this paragraph unless the Person has agreed to comply with the
      covenant substantially as contained in Section
      11.8
      of this
      Agreement.

     

    1.3 Prepayments.

     

    (a) Voluntary
      Prepayments.
      Borrower may at any time on at least 5 days’ prior written notice to Agent
      voluntarily prepay all or part of the Term Loan; provided
      that any
      such prepayments shall be in a minimum amount of $500,000 and integral multiples
      of $250,000 in excess of such amount. In addition, Borrower may at any time
      on
      at least 10 days’ prior written notice to Agent terminate the Revolving Loan
      Commitment; provided
      that
      upon such termination, all Loans and other Obligations (other than Rate
      Management Obligations) shall be immediately due and payable in full and all
      Letter of Credit Obligations shall be cash collateralized or otherwise satisfied
      in accordance with Annex B.
      Any
      such voluntary prepayment and any such termination of the Revolving Loan
      Commitment must be accompanied by the payment of the Fee required by
Section
      1.9(c),
      if any,
      plus the payment of any LIBOR funding breakage costs in accordance with
Section
      1.13(b).
      Upon
      any such prepayment and termination of the Revolving Loan Commitment, Borrower’s
      right to request Revolving Credit Advances, or request that Letter of Credit
      Obligations be incurred on its behalf, shall simultaneously be terminated.
      Any
      partial prepayments of the Term Loan made by Borrower shall be applied to prepay
      the scheduled installments of the Term Loan in inverse order of
      maturity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Mandatory
      Prepayments.

     

    (i) If
      at any
      time the outstanding balances of the Revolving Loan exceed the Maximum Amount,
      Borrower shall immediately repay the aggregate outstanding Revolving Credit
      Advances to the extent required to eliminate such excess. If any such excess
      remains after repayment in full of the aggregate outstanding Revolving Credit
      Advances, Borrower shall provide cash collateral for the Letter of Credit
      Obligations in the manner set forth in Annex
      B
      to the
      extent required to eliminate such excess.

     

    (ii) Immediately
      upon receipt by any Credit Party of any payment under the Acquisition
      Agreements with respect to any material claim or adjustment related to fixed
      assets of the acquired entities or
      proceeds of any asset disposition (excluding (a) proceeds of asset dispositions
      permitted by Section
      6.8(a),
      (b)
      proceeds of asset dispositions permitted by Sections
      6.8(b) and (c)
      in an
      aggregate amount not exceeding $500,000 in any Fiscal Year,
      (c)
      proceeds of asset dispositions permitted by Sections
      6.8(b) and (c)
      or
      Acquisition Agreements with respect to any material claim or adjustment related
      to fixed assets of the acquired entities which are used to purchase Equipment,
      Fixtures or Real Estate
      to
      replace the Equipment, Fixtures or Real Estate so disposed within 90 days of
      such disposition, and (d) proceeds from the disposition of the consumer products
      division permitted by that certain Consent dated as of November 30, 2005 among
      Borrower, the other Credit Parties, Agent and Lenders) or any sale of Stock
      of
      any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount
      equal to all such proceeds, net of (A) commissions and other reasonable and
      customary transaction costs, fees and expenses properly attributable to such
      transaction and payable by Borrower in connection therewith (in each case,
      paid
      to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior
      Liens (to the extent such Liens constitute Permitted Encumbrances hereunder),
      if
      any, and (D) an appropriate reserve for income taxes in accordance with GAAP
      in
      connection therewith. Any such prepayment shall be applied in accordance with
      Section
      1.3(c).

     

    (iii) If
      any
      Credit Party issues Stock (other than
      (A)
      Stock issued to finance all or a part of the purchase price of a Permitted
      Acquisition or (B) upon exercise of stock options or warrants issued pursuant
      to
      any employee benefit plan or compensation arrangement with directors, officers
      or employees) with aggregate proceeds in any Fiscal Year
      of
      greater than $1,000,000), no later than the Business Day following the date
      of
      receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount
      equal to all such excess proceeds, net of underwriting discounts and commissions
      and other reasonable costs paid to non-Affiliates in connection therewith.
      Any
      such prepayment shall be applied in accordance with Section
      1.3(c).

     

    (c) Application
      of Certain Mandatory Prepayments.
      Any
      prepayments made by Borrower pursuant to Sections
      1.3(b)(ii) or (b)(iii)
      above
      and any prepayments from insurance or condemnation proceeds in accordance with
      Section
      5.4(f)
      shall be
      applied as follows: first,
      to Fees
      and reimbursable expenses of Agent then due and payable pursuant to any of
      the
      Loan Documents; second,
      to
      interest then due and payable on the Term Loan; third,
      to
      prepay the scheduled principal installments of the Term Loan in inverse order
      of
      maturity, until such Term Loan shall have been prepaid in full; fourth,
      to
      interest then due and payable on the Revolving Credit Advances; fifth,
      to the
      outstanding principal balance of Revolving Credit Advances until the same has
      been paid in full; and sixth,
      to any
      Letter of Credit Obligations, to provide cash collateral therefor in the manner
      set forth in Annex
      B,
      until
      all such Letter of Credit Obligations have been fully cash collateralized in
      the
      manner set forth in Annex
      B.
      The
      Revolving Loan Commitment shall not be permanently reduced by the amount of
      any
      such prepayments.

     

    
      
        
        

      

      
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    (d) No
      Implied Consent.
      Nothing
      in this Section
      1.3
      shall be
      construed to constitute Agent’s or any Lender’s consent to any transaction that
      is not permitted by other provisions of this Agreement or the other Loan
      Documents.

     

    1.4 Use
      of
      Proceeds.
      Borrower shall utilize the proceeds of the Term Loan and the Revolving Loan
      solely for the Acquisition (and to pay any related transaction expenses), and
      for the financing of Borrower’s ordinary working capital and general corporate
      needs. Disclosure
      Schedule (1.4)
      contains
      a description of Borrower’s sources and uses of funds as of the Closing Date,
      including Loans and Letter of Credit Obligations to be made or incurred on
      that
      date, and a funds flow memorandum detailing how funds from each source are
      to be
      transferred to particular uses.

     

    1.5 Interest
      and Applicable Margins.

     

    (a) Borrower
      shall pay interest to Agent, for the ratable benefit of Lenders in accordance
      with the various Loans being made by each Lender, in arrears on each applicable
      Interest Payment Date, at the following rates: (i) with respect to the Revolving
      Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per
      annum or, at the election of Borrower, the applicable LIBOR Rate plus the
      Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving
      Credit Advances outstanding from time to time; and (ii) with respect to the
      Term
      Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or,
      at
      the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
      Loan LIBOR Margin per annum.

     

    As
      of the
      Closing Date the Applicable Margins are as follows:

     

    
      	
              Applicable
                Revolver Index Margin

            	
              1.00%

            
	 	 
	
              Applicable
                Revolver LIBOR Margin

            	
              2.75%

            
	 	 
	
              Applicable
                Term Loan Index Margin

            	
              1.00%

            
	 	 
	
              Applicable
                Term Loan LIBOR Margin

            	
              2.75%

            
	 	 
	
              Applicable
                L/C Margin

            	
              2.75%

            


    

     

    The
      Applicable Margins may be adjusted by reference to the following
      grids:

     

    
      	
              If
                Senior Leverage Ratio is:

            	
              Level
                of

              Applicable
                Margins:

            
	
              <
                2.00:1.00

            	
              Level
                I

            
	
              >
                2.00:1:00

            	
              Level
                II

            


    

     

    
      
        
        

      

      
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              Applicable
                Margins

            
	 	
              Level
                I

            	
              Level
                II

            
	
              Applicable
                Revolver Index Margin

            	
              0.50%

            	
              1.00%

            
	
              Applicable
                Revolver LIBOR Margin

            	
              2.25%

            	
              2.75%

            
	
              Applicable
                Term Loan Index Margin

            	
              0.50%

            	
              1.00%

            
	
              Applicable
                Term Loan LIBOR Margin

            	
              2.25%

            	
              2.75%

            
	
              Applicable
                L/C Margin

            	
              2.25%

            	
              2.75%

            


    

    


    Adjustments
      in the Applicable Margins commencing with the Fiscal Quarter ending September
      30, 2006 shall be implemented quarterly on a prospective basis, for each
      calendar month commencing not more than five (5) days after the date of delivery
      to Lenders of the quarterly unaudited or annual audited (as applicable)
      Financial Statements evidencing the need for an adjustment. Concurrently with
      the delivery of those Financial Statements, Borrower shall deliver to Agent
      and
      Lenders a certificate, signed by its chief financial officer, setting forth
      in
      reasonable detail the basis for the continuance of, or any change in, the
      Applicable Margins. Failure to timely deliver such Financial Statements shall,
      in addition to any other remedy provided for in this Agreement, result in an
      increase in the Applicable Margins to the highest level set forth in the
      foregoing grid, until the first day of the first calendar month following the
      delivery of those Financial Statements demonstrating that such an increase
      is
      not required. If an Event of Default has occurred and is continuing at the
      time
      any reduction in the Applicable Margins is to be implemented, that reduction
      shall be deferred until the first day of the first calendar month following
      the
      date on which such Event of Default is waived or cured.

     

    (b) If
      any
      payment on any Loan becomes due and payable on a day other than a Business
      Day,
      the maturity thereof will be extended to the next succeeding Business Day
      (except as set forth in the definition of LIBOR Period) and, with respect to
      payments of principal, interest thereon shall be payable at the then applicable
      rate during such extension.

     

    (c) All
      computations of Fees calculated on a per annum basis and interest shall be
      made
      by Agent on the basis of a 360-day year, in each case for the actual number
      of
      days occurring in the period for which such interest and Fees are payable.
      The
      Index Rate is a floating rate determined for each day. Each determination by
      Agent of an interest rate and Fees hereunder shall be final, binding and
      conclusive on Borrower, absent manifest error.

     

    (d) So
      long
      as any Event of Default has occurred and is continuing under Section
      8.1
      (h) or
      (i), or so long as any other Default or Event of Default has occurred and is
      continuing and at the election of Agent (or upon the written request of
      Requisite Lenders) confirmed by written notice from Agent to Borrower, the
      interest rates applicable to the Loans and the Letter of Credit Fees shall
      be
      increased by two percentage points (2%) per annum above the rates of interest
      or
      the rate of such Fees otherwise applicable hereunder (“Default
      Rate”),
      and
      all outstanding Obligations shall bear interest at the Default Rate applicable
      to such Obligations. Interest and Letter of Credit Fees at the Default Rate
      shall accrue from the initial date of such Default or Event of Default until
      that Default or Event of Default is cured or waived and shall be payable upon
      demand.

     

    
      
        
        

      

      
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    (e) Subject
      to the conditions precedent set forth in Section
      2.2,
      Borrower shall have the option to (i) request that any Revolving Credit Advance
      be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding
      Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to
      an
      Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with
      Section
      1.13(b)
      if such
      conversion is made prior to the expiration of the LIBOR Period applicable
      thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon
      the expiration of the applicable LIBOR Period and the succeeding LIBOR Period
      of
      that continued Loan shall commence on the first day after the last day of the
      LIBOR Period of the Loan to be continued. Any Loan or group of Loans having
      the
      same proposed LIBOR Period to be made or continued as, or converted into, a
      LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of
      $500,000 in excess of such amount. Any such election must be made by 11:00
      a.m.
      (New York time) on the 3rd Business Day prior to (1) the date of any
      proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of
      each LIBOR Period with respect to any LIBOR Loans to be continued as such,
      or
      (3) the date on which Borrower wishes to convert any Index Rate Loan to a
      LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no
      election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time)
      on the 3rd Business Day prior to the end of the LIBOR Period with respect
      thereto (or if a Default or an Event of Default has occurred and is continuing
      or the additional conditions precedent set forth in Section
      2.2
      shall
      not have been satisfied), that LIBOR Loan shall be converted to an Index Rate
      Loan at the end of its LIBOR Period. Borrower must make such election by notice
      to Agent in writing, by telecopy or overnight courier. In the case of any
      conversion or continuation, such election must be made pursuant to a written
      notice (a “Notice
      of Conversion/Continuation”)
      in the
      form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan
      until the earlier of (i) 30 days after the Closing Date or (ii) completion
      of primary syndication as determined by Agent.

     

    (f) Notwithstanding
      anything to the contrary set forth in this Section 1.5,
      if a
      court of competent jurisdiction determines in a final order that the rate of
      interest payable hereunder exceeds the highest rate of interest permissible
      under law (the “Maximum
      Lawful Rate”),
      then
      so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
      payable hereunder shall be equal to the Maximum Lawful Rate; provided, however,
      that if at any time thereafter the rate of interest payable hereunder is less
      than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder
      at the Maximum Lawful Rate until such time as the total interest received by
      Agent, on behalf of Lenders, is equal to the total interest that would have
      been
      received had the interest rate payable hereunder been (but for the operation
      of
      this paragraph) the interest rate payable since the Closing Date as otherwise
      provided in this Agreement. Thereafter, interest hereunder shall be paid at
      the
      rate(s) of interest and in the manner provided in Sections
      1.5(a)
      through
(e),
      unless
      and until the rate of interest again exceeds the Maximum Lawful Rate, and at
      that time this paragraph shall again apply. In no event shall the total interest
      received by any Lender pursuant to the terms hereof exceed the amount that
      such
      Lender could lawfully have received had the interest due hereunder been
      calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
      Lawful Rate is calculated pursuant to this paragraph, such interest shall be
      calculated at a daily rate equal to the Maximum Lawful Rate divided by the
      number of days in the year in which such calculation is made. If,
      notwithstanding the provisions of this Section
      1.5(f),
      a court
      of competent jurisdiction shall finally determine that a Lender has received
      interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the
      extent permitted by applicable law, promptly apply such excess in the order
      specified in Section
      1.11
      and
      thereafter shall refund any excess to Borrower or as a court of competent
      jurisdiction may otherwise order.

     

    
      
        
        

      

      
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    1.6 [Intentionally
      Omitted].

     

    1.7 [Intentionally
      Omitted].

     

    1.8 Cash
      Management Systems.
      Borrower will maintain until the Termination Date, the cash management systems
      described in Annex
      C
      (the
“Cash
      Management Systems”).
      

     

    1.9 Fees.

     

    (a) Borrower
      shall pay to GE Capital, individually, the Fees specified in that certain fee
      letter of even date herewith between Borrower and GE Capital (the “GE
      Capital Fee Letter”),
      at
      the times specified for payment therein.

     

    (b) As
      additional compensation for the Revolving Lenders, Borrower shall pay to Agent,
      for the ratable benefit of such Lenders, in arrears, on the first Business
      Day
      of each month prior to the Commitment Termination Date and on the Commitment
      Termination Date, a Fee for Borrower’s non-use of available funds in an amount
      equal to three-eighths of one percent (0.375%) per annum (calculated on the
      basis of a 360 day year for actual days elapsed) multiplied by the difference
      between (x) the Maximum Amount (as it may be reduced from time to time) and
      (y)
      the average for the period of the daily closing balances of the Revolving Loan
      outstanding during the period for which the such Fee is due.

     

    (c) If
      Borrower pays after acceleration or prepays all or any portion of the Term
      Loan
      or the Revolving Loan Commitment is terminated, whether voluntarily or
      involuntarily and whether before or after acceleration of the Obligations (other
      than Rate Management Obligations) or if the Commitments are otherwise
      terminated, Borrower shall pay to Agent, for the benefit of Lenders as
      liquidated damages and compensation for the costs of being prepared to make
      funds available hereunder an amount equal to the Applicable Percentage (as
      defined below) multiplied by the sum of (i) the principal amount of the Term
      Loan paid after acceleration or prepaid, and (ii) if the Revolving Loan
      Commitment is terminated, the amount of the Revolving Loan Commitment. As used
      herein, the term “Applicable
      Percentage”
shall
      mean (x) one percent (1.00%), in the case of a prepayment on or prior to
      December 17, 2007, and (y) zero percent (0%), in the case of a prepayment after
      December 17, 2007. The Credit Parties agree that the Applicable Percentages
      are
      a reasonable calculation of Lenders’ lost profits in view of the difficulties
      and impracticality of determining actual damages resulting from an early
      termination of the Commitments.

     

    (d) Borrower
      shall pay to Agent, for the ratable benefit of Revolving Lenders, the Letter
      of
      Credit Fee as provided in Annex B.

     

    1.10 Receipt
      of Payments.
      Borrower shall make each payment under this Agreement not later than 2:00 p.m.
      (New York time) on the day when due in immediately available funds in Dollars
      to
      the Collection Account. For purposes of computing interest and Fees, all
      payments shall be deemed received on the third Business Day following the
      Business Day on which immediately available funds therefor are received in
      the
      Collection Account prior to 2:00 p.m. New York time. Payments received after
      2:00 p.m. New York time on any Business Day or on a day that is not a Business
      Day shall be deemed to have been received on the following Business
      Day.

     

    
      
        
        

      

      
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    1.11 Application
      and Allocation of Payments.

     

    (a) So
      long
      as no Default or Event of Default has occurred and is continuing, (i) payments
      matching specific scheduled payments then due shall be applied to those
      scheduled payments; (ii) voluntary prepayments shall be applied as determined
      by
      Borrower, subject to the provisions of Section
      1.3(a);
      and
      (iii) mandatory prepayments shall be applied as set forth in Section
      1.3(c).
      All
      payments and prepayments applied to a particular Loan shall be applied ratably
      to the portion thereof held by each Lender as determined by its Pro Rata Share.
      As to any other payment, and as to all payments made when a Default or Event
      or
      Default has occurred and is continuing or following the Commitment Termination
      Date (including
      all proceeds of Collateral),
      Borrower hereby irrevocably waives the right to direct the application of any
      and all payments received from or on behalf of Borrower, and Borrower hereby
      irrevocably agrees that Agent shall have the continuing exclusive right to
      apply
      any and all such payments against the Obligations as Agent may deem advisable
      notwithstanding any previous entry by Agent in the Loan Account or any other
      books and records. In the absence of a specific determination by Agent with
      respect thereto, payments (including all proceeds of Collateral), shall be
      applied to amounts then due and payable in the following order: (1) to Fees
      and
      Agent’s expenses reimbursable hereunder; (2) to interest on the other Loans,
      unpaid Swap Related Reimbursement Obligations and unpaid Interest Rate
      Management Obligations, ratably in proportion to the interest accrued as to
      each
      Loan, unpaid Swap Related Reimbursement Obligation and unpaid Interest Rate
      Management Obligations, as applicable; (3) to principal payments on the other
      Loans, unpaid Swap Related Reimbursement Obligations, unpaid Interest Rate
      Management Obligations and to provide cash collateral for Letter of Credit
      Obligations in the manner described in Annex
      B,
      ratably
      to the aggregate, combined principal balance of the other Loans, unpaid Swap
      Related Reimbursement Obligations, unpaid Interest Rate Management Obligations
      and outstanding Letter of Credit Obligations; and; (4) to all other Obligations,
      including expenses of Lenders to the extent reimbursable under Section
      11.3,
      but
      excluding Other Rate Management Obligations; and (5) to any Other Rate
      Management Obligations (on a ratable basis based upon respective amounts
      thereof).

     

    (b) Agent
      is
      authorized to, and at its sole election may, charge to the Revolving Loan
      balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges,
      costs (including insurance premiums in accordance with Section
      5.4(a))
      and
      interest and principal, other than principal of the Revolving Loan, owing by
      Borrower under this Agreement or any of the other Loan Documents if and to
      the
      extent Borrower fails to pay promptly any such amounts as and when due. At
      Agent’s option and to the extent permitted by law, any charges so made shall
      constitute part of the Revolving Loan hereunder.

     

    1.12 Loan
      Account and Accounting.
      Agent
      shall maintain a loan account (the “Loan
      Account”)
      on its
      books to record: all Advances and the Term Loan, all payments made by Borrower,
      and all other debits and credits as provided in this Agreement with respect
      to
      the Loans or any other Obligations (other than Rate Management Obligations).
      All
      entries in the Loan Account shall be made in accordance with Agent’s customary
      accounting practices as in effect from time to time. The balance in the Loan
      Account, as recorded on Agent’s most recent printout or other written statement,
      shall, absent manifest error, be presumptive evidence of the amounts due and
      owing to Agent and Lenders by Borrower; provided
      that any
      failure to so record or any error in so recording shall not limit or otherwise
      affect Borrower’s duty to pay the Obligations. Agent shall render to Borrower a
      monthly accounting of transactions with respect to the Loans setting forth
      the
      balance of the Loan Account for the immediately preceding month. Unless Borrower
      notifies Agent in writing of any objection to any such accounting (specifically
      describing the basis for such objection), within 30 days after the date thereof,
      each and every such accounting shall, absent manifest error, be deemed final,
      binding and conclusive on Borrower in all respects as to all matters reflected
      therein. Only those items expressly objected to in such notice shall be deemed
      to be disputed by Borrower. Notwithstanding any provision herein contained
      to
      the contrary, any Lender may elect (which election may be revoked) to dispense
      with the issuance of Notes to that Lender and may rely on the Loan Account
      as
      evidence of the amount of Obligations (other than Rate Management Obligations)
      from time to time owing to it.

     

    
      
        
        

      

      
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    1.13 Indemnity.

     

    (a) Each
      US
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and hold harmless each of Agent, Lenders and their respective Affiliates, and
      each such Person’s respective officers, directors, employees, attorneys, agents
      and representatives (each, an “Indemnified
      Person”),
      from
      and against any and all suits, actions, proceedings, claims, damages, losses,
      liabilities and expenses (including reasonable attorneys’ fees and disbursements
      and other costs of investigation or defense, including those incurred upon
      any
      appeal) that may be instituted or asserted against or incurred by any such
      Indemnified Person as the result of credit having been extended, suspended
      or
      terminated under this Agreement and the other Loan Documents and the
      administration of such credit, and in connection with or arising out of the
      transactions contemplated hereunder and thereunder and any actions or failures
      to act in connection therewith, including any and all Environmental Liabilities
      and legal costs and expenses arising out of or incurred in connection with
      disputes between or among any parties to any of the Loan Documents
      (collectively, “Indemnified
      Liabilities”);
      provided, that no such US Credit Party shall be liable for any indemnification
      to an Indemnified Person to the extent that any such suit, action, proceeding,
      claim, damage, loss, liability or expense results from that Indemnified Person’s
      gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE
      RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR,
      ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING
      CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
      CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
      EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF
      ANY
      OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

     

    (b) To
      induce
      Lenders to provide the LIBOR Rate option on the terms provided herein, if (i)
      any LIBOR Loans are repaid in whole or in part prior to the last day of any
      applicable LIBOR Period (whether that repayment is made pursuant to any
      provision of this Agreement or any other Loan Document or occurs as a result
      of
      acceleration, by operation of law or otherwise); (ii) Borrower shall default
      in
      payment when due of the principal amount of or interest on any LIBOR Loan;
      (iii)
      Borrower shall refuse to accept any borrowing of, or shall request a termination
      of any borrowing, conversion into or continuation of LIBOR Loans after Borrower
      has given notice requesting the same in accordance herewith; or (iv) Borrower
      shall fail to make any prepayment of a LIBOR Loan after Borrower has given
      a
      notice thereof in accordance herewith, then Borrower shall indemnify and hold
      harmless each Lender from and against all losses, costs and expenses resulting
      from or arising from any of the foregoing. Such indemnification shall include
      any loss (including loss of margin) or expense arising from the reemployment
      of
      funds obtained by it or from fees payable to terminate deposits from which
      such
      funds were obtained. For the purpose of calculating amounts payable to a Lender
      under this subsection, each Lender shall be deemed to have actually funded
      its
      relevant LIBOR Loan through the purchase of a deposit bearing interest at the
      LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a
      maturity comparable to the relevant LIBOR Period; provided, that each Lender
      may
      fund each of its LIBOR Loans in any manner it sees fit, and the foregoing
      assumption shall be utilized only for the calculation of amounts payable under
      this subsection. This covenant shall survive the termination of this Agreement
      and the payment of the Notes and all other amounts payable hereunder. As
      promptly as practicable under the circumstances, each Lender shall provide
      Borrower with its written calculation of all amounts payable pursuant to this
      Section
      1.13(b),
      and
      such calculation shall be binding on the parties hereto unless Borrower shall
      object in writing within 10 Business Days of receipt thereof, specifying the
      basis for such objection in detail.

     

    
      
        
        

      

      
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    1.14 Access.
      Each
      Credit Party that is a party hereto shall, during normal business hours, from
      time to time upon 1 Business Day’s prior notice as frequently as Agent
      reasonably determines to be appropriate: (a) provide Agent and any of its
      officers, employees and agents access to its properties, facilities, advisors
      and employees (including officers) of each Credit Party and to the Collateral,
      (b) permit Agent, and any of its officers, employees and agents, to inspect,
      audit and make extracts from any Credit Party’s books and records, and (c)
      permit Agent, and its officers, employees and agents, to inspect, review,
      evaluate, and (so long as no Default or Event of Default has occurred and is
      continuing) after consultation and cooperation with such Credit Party, make
      test
      verifications and counts of the Accounts, Inventory and other Collateral of
      any
      Credit Party. If a Default or Event of Default has occurred and is continuing
      or
      if access is necessary to preserve or protect the Collateral as determined
      by
      Agent, each such Credit Party shall provide such access to Agent and to each
      Lender at all times and without advance notice. Furthermore, so long as any
      Event of Default has occurred and is continuing, Borrower shall provide Agent
      and each Lender with access to its suppliers and customers. Each Credit Party
      shall make available to Agent and its counsel, as quickly as is possible under
      the circumstances, originals or copies of all books and records that Agent
      may
      reasonably request. Each Credit Party shall deliver any document or instrument
      necessary for Agent, as it may from time to time request, to obtain records
      from
      any service bureau or other Person that maintains records for such Credit Party,
      and shall maintain duplicate records or supporting documentation on media,
      including computer tapes and discs owned by such Credit Party. Agent will give
      Lenders at least 5 days’ prior written notice of regularly scheduled audits.
      Representatives of other Lenders may accompany Agent’s representatives on
      regularly scheduled audits at no charge to Borrower.

     

    
      
        
        

      

      
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    1.15 Taxes.

     

    (a) Any
      and
      all payments by Borrower hereunder or under the Notes shall be made, in
      accordance with this Section
      1.15,
      free
      and clear of and without deduction for any and all present or future Taxes.
      If
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder or under the Notes, (i) the sum payable shall be increased
      as much as shall be necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section
      1.15)
      Agent
      or Lenders, as applicable, receive an amount equal to the sum they would have
      received had no such deductions been made, (ii) Borrower shall make such
      deductions, and (iii) Borrower shall pay the full amount deducted to the
      relevant taxing or other authority in accordance with applicable law. Within
      30
      days after the date of any payment of Taxes, Borrower shall furnish to Agent
      the
      original or a certified copy of a receipt evidencing payment thereof. Agent
      and
      Lenders shall not be obligated to return or refund any amounts received pursuant
      to this Section.

     

    (b) Each
      US
      Credit Party that is a signatory hereto shall indemnify and, within 10 days
      of
      demand therefor, pay Agent and each Lender for the full amount of Taxes
      (including any Taxes imposed by any jurisdiction on amounts payable under this
      Section
      1.15)
      paid by
      Agent or such Lender, as appropriate, and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto, whether or
      not
      such Taxes were correctly or legally asserted.

     

    (c) Each
      Lender organized under the laws of a jurisdiction outside the United States
      (a
“Foreign
      Lender”)
      as to
      which payments to be made under this Agreement or under the Notes are exempt
      from United States withholding tax under an applicable statute or tax treaty
      shall provide to Borrower and Agent a properly completed and executed IRS Form
      W-8ECI or Form W-8BEN or other applicable form, certificate or document
      prescribed by the IRS or the United States certifying as to such Foreign
      Lender’s entitlement to such exemption (a “Certificate
      of Exemption”).
      Any
      foreign Person that seeks to become a Lender under this Agreement shall provide
      a Certificate of Exemption to Borrower and Agent prior to becoming a Lender
      hereunder. No foreign Person may become a Lender hereunder if such Person fails
      to deliver a Certificate of Exemption in advance of becoming a
      Lender.

     

    (d) Treatment
      of
      Certain Refunds.
      If
      Agent or any Lender determines, in its sole discretion, that it has received
      a
      refund of any amounts as to which it has been indemnified by a US Credit Party
      or with respect to which a US Credit Party has paid additional amounts pursuant
      to this Section, it shall pay to such US Credit Party an amount equal to such
      refund (but only to the extent of indemnity payments made, or additional amounts
      paid, by such US Credit Party under this Section with respect to the amounts
      giving rise to such refund), net of all out-of-pocket expenses of Agent or
      such
      Lender, as the case may be, and net of any taxes imposed on such refund, and
      without interest (other than any interest paid by the relevant Governmental
      Authority with respect to such refund), provided
      that the
      US Credit Parties, upon the request of Agent or such Lender, agree to repay
      the
      amount paid over to such US Credit Party (plus any penalties, interest or other
      charges imposed by the relevant Governmental Authority) to Agent or such Lender
      in the event Agent or such Lender is required to repay such refund to such
      Governmental Authority. This paragraph shall not be construed to require Agent
      or any Lender to make available its tax returns (or any other information
      relating to its taxes that it deems confidential) to the US Credit Parties
      or
      any other Person.

     

    
      
        
        

      

      
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    1.16 Capital
      Adequacy; Increased Costs; Illegality.

     

    (a) If
      any
      Lender shall have determined that any law, treaty, governmental (or
      quasi-governmental) rule, regulation, guideline or order regarding capital
      adequacy, reserve requirements or similar requirements or compliance by any
      Lender with any request or directive regarding capital adequacy, reserve
      requirements or similar requirements (whether or not having the force of law),
      in each case, adopted after the Closing Date, from any central bank or other
      Governmental Authority increases or would have the effect of increasing the
      amount of capital, reserves or other funds required to be maintained by such
      Lender and thereby reducing the rate of return on such Lender’s capital as a
      consequence of its obligations hereunder, then Borrower shall from time to
      time
      upon demand by such Lender (with a copy of such demand to Agent) pay to Agent,
      for the account of such Lender, additional amounts sufficient to compensate
      such
      Lender for such reduction. A certificate as to the amount of that reduction
      and
      showing the basis of the computation thereof submitted by such Lender to
      Borrower and to Agent shall, absent manifest error, be final, conclusive and
      binding for all purposes.

     

    (b) If,
      due
      to either (i) the introduction of or any change in any law or regulation
      (or any change in the interpretation thereof) or (ii) the compliance with
      any guideline or request from any central bank or other Governmental Authority
      (whether or not having the force of law), in each case adopted after the Closing
      Date, there shall be any increase in the cost to any Lender of agreeing to
      make
      or making, funding or maintaining any Loan, then Borrower shall from time to
      time, upon demand by such Lender (with a copy of such demand to Agent), pay
      to
      Agent for the account of such Lender additional amounts sufficient to compensate
      such Lender for such increased cost. A certificate as to the amount of such
      increased cost, submitted to Borrower and to Agent by such Lender, shall be
      conclusive and binding on Borrower for all purposes, absent manifest error.
      Each
      Lender agrees that, as promptly as practicable after it becomes aware of any
      circumstances referred to above which would result in any such increased cost,
      the affected Lender shall, to the extent not inconsistent with such Lender’s
      internal policies of general application, use reasonable commercial efforts
      to
      minimize costs and expenses incurred by it and payable to it by Borrower
      pursuant to this Section
      1.16(b).

     

    
      (c) Notwithstanding
        anything to the contrary contained herein, if the introduction of or any
        change
        in any law or regulation (or any change in the interpretation thereof) shall
        make it unlawful, or any central bank or other Governmental Authority shall
        assert that it is unlawful, for any Lender to agree to make or to make or
        to
        continue to fund or maintain any LIBOR Loan, then, unless that Lender is
        able to
        make or to continue to fund or to maintain such LIBOR Loan at another branch
        or
        office of that Lender without, in that Lender’s opinion, adversely affecting it
        or its Loans or the income obtained therefrom, on notice thereof and demand
        therefor by such Lender to Borrower through Agent, (i) the obligation of
        such Lender to agree to make or to make or to continue to fund or maintain
        LIBOR
        Loans shall terminate and (ii) Borrower shall forthwith prepay in full all
        outstanding LIBOR Loans owing to such Lender, together with interest accrued
        thereon, unless Borrower, within 5 Business Days after the delivery of such
        notice and demand, converts all LIBOR Loans into Index Rate
        Loans.

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) Within
      15
      days after receipt by Borrower of written notice and demand from any Lender
      (an
“Affected
      Lender”)
      for
      payment of additional amounts or increased costs as provided in Sections
      1.15(a),
      1.16(a)
      or
1.16(b),
      Borrower may, at its option, notify Agent and such Affected Lender of its
      intention to replace the Affected Lender. So long as no Default or Event of
      Default has occurred and is continuing, Borrower, with the consent of Agent,
      may
      obtain, at Borrower’s expense, a replacement Lender (“Replacement
      Lender”)
      for
      the Affected Lender, which Replacement Lender must be reasonably satisfactory
      to
      Agent. If Borrower obtains a Replacement Lender within 90 days following notice
      of its intention to do so, the Affected Lender must sell and assign its Loans
      and Commitments to such Replacement Lender for an amount equal to the principal
      balance of all Loans held by the Affected Lender and all accrued interest and
      Fees with respect thereto through the date of such sale; provided,
      that
      Borrower shall have reimbursed such Affected Lender for the additional amounts
      or increased costs that it is entitled to receive under this Agreement through
      the date of such sale and assignment. Notwithstanding the foregoing, Borrower
      shall not have the right to obtain a Replacement Lender if the Affected Lender
      rescinds its demand for increased costs or additional amounts within 15 days
      following its receipt of Borrower’s notice of intention to replace such Affected
      Lender. Furthermore, if Borrower gives a notice of intention to replace and
      does
      not so replace such Affected Lender within 90 days thereafter, Borrower’s rights
      under this Section
      1.16(d)
      shall
      terminate and Borrower shall promptly pay all increased costs or additional
      amounts demanded by such Affected Lender pursuant to Sections
      1.15(a), 1.16(a) and 1.16(b).

     

    1.17 Single
      Loan.
      All
      Loans to Borrower and all of the other Obligations of Borrower arising under
      this Agreement and the other Loan Documents shall constitute one general
      obligation of Borrower secured, until the Termination Date, by all of the
      Collateral.

     

    1.18 Rate
      Management Agreements.
      On the
      Commitment Termination Date, notwithstanding any other provision of this
      Agreement to the contrary, the US Credit Parties shall, after satisfying all
      other Obligations hereunder, provide cash collateral for any outstanding Rate
      Management Agreements (in an amount jointly determined by Agent and the
      applicable Rate Management Provider as sufficient to satisfy the reasonably
      estimated credit exposure with respect to such Rate Management Agreements)
      to be
      held by the applicable Rate Management Provider with respect to its Rate
      Management Obligations). For all purposes of this Agreement, including in
      connection with any distribution of payments and collections, Agent shall be
      entitled to assume no amounts are due to any Rate Management Provider unless
      such Rate Management Provider has notified Agent in writing of the amount of
      any
      such liability owed to it prior to such distribution.

     

    2. CONDITIONS
      PRECEDENT

     

    2.1 Conditions
      to the Initial Loans.
      No
      Lender shall be obligated to make any Loan or incur any Letter of Credit
      Obligations on the Closing Date, or to take, fulfill, or perform any other
      action hereunder, until the following conditions have been satisfied or provided
      for in a manner satisfactory to Agent, or waived in writing by Agent and
      Lenders:

     

    (a) Credit
      Agreement; Loan Documents.
      This
      Agreement or counterparts hereof shall have been duly executed by, and delivered
      to, Borrower, each other Credit Party, Agent and Lenders; and Agent shall have
      received such documents, instruments, agreements and legal opinions as Agent
      shall reasonably request in connection with the transactions contemplated by
      this Agreement and the other Loan Documents, including all those listed in
      the
      Closing Checklist attached hereto as Annex
      D,
      each in
      form and substance reasonably satisfactory to Agent.

     

    
      
        
        

      

      
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    (b) Intentionally
      Omitted.

     

    (c) Approvals.
      Agent
      shall have received (i) satisfactory evidence that the Credit Parties have
      obtained all required consents and approvals of all Persons including all
      requisite Governmental Authorities, to the execution, delivery and performance
      of this Agreement and the other Loan Documents and the consummation of the
      Acquisitions and the Related Transactions or (ii) an officer’s certificate in
      form and substance reasonably satisfactory to Agent affirming that no such
      consents or approvals are required.

     

    (d) Opening
      Availability.
      Borrower shall have Borrowing Availability, after giving effect to the initial
      Revolving Credit Advance, the incurrence of any initial Letter of Credit
      Obligations and the consummation of the Related Transactions (on a pro forma
      basis, with trade payables being paid currently and not more than 60 days past
      due, and expenses and liabilities being paid in the ordinary course of business
      and without acceleration of sales), plus cash-on-hand and Cash Equivalents,
      in
      the aggregate, of at least $10,000,000.

     

    (e) Payment
      of Fees.
      Borrower shall have paid the Fees required to be paid on the Closing Date in
      the
      respective amounts specified in Section
      1.9
      (including the Fees specified in the GE Capital Fee Letter), and shall have
      reimbursed Agent for all fees, costs and expenses of closing presented as of
      the
      Closing Date.

     

    (f) Capital
      Structure: Other Indebtedness.
      The
      capital structure of each Credit Party and the terms and conditions of all
      Indebtedness, equity and stockholder agreements, incentive or other employment
      agreements, tax agreements and other material contracts, organizational
      documents, management structure and composition of board of directors and board
      selection procedures of each Credit Party, and the tax effects resulting from
      the Acquisitions, shall be acceptable to Agent in its sole
      discretion.

     

    (g) Due
      Diligence.
      Agent
      shall have completed its business, environmental and legal due diligence,
      including a roll-forward of its previous audits and background
      checks.

     

    (h) Consummation
      of Related Transactions.
      Agent
      shall have received fully executed copies of each of the BetaTHERM Acquisition
      Agreement and the YSIS Acquisition Agreement and each of the other Related
      Transactions Documents, each of which shall be in form and substance reasonably
      satisfactory to Agent and its counsel. The Acquisitions and the other Related
      Transactions shall have been consummated in accordance with the terms of each
      of
      the BetaTHERM Acquisition Agreement and the YSIS
      Acquisition Agreement and the other Related Transactions Documents but for
      the
      payment of the cash purchase price payable pursuant to the BetaTHERM Acquisition
      Agreement and the YSIS Acquisition Agreement and delivery the closing documents
      specified in the BetaTHERM Acquisition Agreement and the YSIS Acquisition
      Agreement.

     

    
      
        
        

      

      
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    2.2 Further
      Conditions to Each Loan.
      Except
      as otherwise expressly provided herein, no Lender shall be obligated to fund
      any
      Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of
      Credit Obligation, if, as of the date thereof:

     

    (a) any
      representation or warranty by any Credit Party contained herein or in any other
      Loan Document is untrue or incorrect as of such date, except to the extent
      that
      such representation or warranty expressly relates to an earlier date and except
      for changes therein expressly permitted or expressly contemplated by this
      Agreement, and Agent or Requisite Lenders have determined not to make such
      Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of
      Credit Obligation as a result of the fact that such warranty or representation
      is untrue or incorrect;

     

    (b) any
      event
      or circumstance having a Material Adverse Effect has occurred since the date
      hereof as determined by the Requisite Lenders, and Agent or Requisite Lenders
      have determined not to make such Advance, convert or continue any Loan as a
      LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact
      that such event or circumstance has occurred;

     

    (c) any
      Default or Event of Default has occurred and is continuing or would result
      after
      giving effect to any Advance (or the incurrence of any Letter of Credit
      Obligation), and Agent or Requisite Lenders shall have determined not to make
      any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter
      of
      Credit Obligation as a result of that Default or Event of Default;

     

    (d) after
      giving effect to any Advance (or the incurrence of any Letter of Credit
      Obligations),
      the
      outstanding principal amount of the Revolving Loan would exceed the Maximum
      Amount; or

     

    (e) after
      giving effect to any Advance
      (or the incurrence of any Letter of Credit Obligations),
      Borrower and its Subsidiaries on a consolidated basis shall have (i) a Senior
      Leverage Ratio not in excess of 3.00 to 1.00, and (ii) a Total Leverage Ratio
      not in excess of 3.50 to 1.00, in each case, calculated using EBITDA for the
      twelve Fiscal Month period ended at the end of Fiscal Month for which financial
      statements have most recently been required to delivered to Agent pursuant
      to
      paragraph (a) of Annex
      E
      prior to
      the date of such Advance (or the incurrence of any Letter of Credit
      Obligations).

     

    The
      request and acceptance by Borrower of the proceeds of any Advance, the
      incurrence of any Letter of Credit Obligations or the conversion or continuation
      of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of
      the
      date thereof, (i) a representation and warranty by Borrower that the conditions
      in this Section
      2.2
      have
      been satisfied and (ii) a reaffirmation by Borrower of the granting and
      continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the
      Collateral Documents.

     

    3. REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      Lenders to make the Loans and to incur Letter of Credit Obligations, the US
      Credit Parties executing this Agreement, jointly and severally, make the
      following representations and warranties to Agent and each Lender with respect
      to all Credit Parties, each and all of which shall survive the execution and
      delivery of this Agreement.

     

    
      
        
        

      

      
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    3.1 Corporate
      Existence; Compliance with Law.
      Each
      Credit Party (a) is a corporation, limited liability company or limited
      partnership duly organized, validly existing and in good standing under the
      laws
      of its respective jurisdiction of incorporation or organization set forth in
      Disclosure
      Schedule (3.1);
      (b) is
      duly qualified to conduct business and is in good standing in each other
      jurisdiction where its ownership or lease of property or the conduct of its
      business requires such qualification, except where the failure to be so
      qualified would not result in exposure to losses, damages or liabilities in
      excess of $50,000; (c) has the requisite power and authority and the legal
      right
      to own, pledge, mortgage or otherwise encumber and operate its properties,
      to
      lease the property it operates under lease and to conduct its business as now,
      heretofore and proposed to be conducted; (d) subject to specific representations
      regarding Environmental Laws, has all material licenses, permits, consents
      or
      approvals from or by, and has made all material filings with, and has given
      all
      material notices to, all Governmental Authorities having jurisdiction, to the
      extent required for such ownership, operation and conduct; (e) is in compliance
      with its charter and bylaws or partnership or operating agreement, as
      applicable; and (f) subject to specific representations set forth herein
      regarding ERISA, Environmental Laws, tax and other laws, is in compliance with
      all applicable provisions of law, except where the failure to comply,
      individually or in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect.

     

    3.2 Executive
      Offices, Collateral Locations, FEIN.
      As of
      the Closing Date, the current location of each US Credit Party’s chief executive
      office and the warehouses and premises at which any Collateral is located are
      set forth in Disclosure
      Schedule (3.2),
      and
      none of such locations has changed within 12 months preceding the Closing Date
      except as disclosed therein. In addition, Disclosure
      Schedule (3.2)
      lists
      the federal employer identification number of each US Credit Party.

     

    3.3 Corporate
      Power, Authorization, Enforceable Obligations.
      The
      execution, delivery and performance by each Credit Party of the Loan Documents
      to which it is a party and the creation of all Liens provided for therein:
      (a)
      are within such Person’s power; (b) have been duly authorized by all necessary
      corporate, limited liability company or limited partnership action; (c) do
      not
      contravene any provision of such Person’s charter, bylaws or partnership or
      operating agreement as applicable; (d) do not violate any law or regulation,
      or
      any order or decree of any court or Governmental Authority; (e) do not conflict
      with or result in the breach or termination of, constitute a default under
      or
      accelerate or permit the acceleration of any performance required by, any
      indenture, mortgage, deed of trust, lease, agreement or other instrument to
      which such Person is a party or by which such Person or any of its property
      is
      bound; (f) do not result in the creation or imposition of any Lien upon any
      of
      the property of such Person other than those in favor of Agent, on behalf of
      itself and Lenders, pursuant to the Loan Documents; and (g) do not require
      the
      consent or approval of any Governmental Authority or any other Person, except
      those referred to in Section
      2.1(c),
      all of
      which will have been duly obtained, made or complied with prior to the Closing
      Date. Each of the Loan Documents has been or shall be duly executed and
      delivered by each Credit Party that is a party thereto and each such Loan
      Document constitutes or shall constitute a legal, valid and binding obligation
      of such Credit Party enforceable against it in accordance with its
      terms.

     

    
      
        
        

      

      
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    3.4 Financial
      Statements and Projections.
      Except
      for the Projections, all Financial Statements concerning Borrower and its
      Subsidiaries that are referred to below have been prepared in accordance with
      GAAP consistently applied throughout the periods covered (except as disclosed
      therein and except, with respect to unaudited Financial Statements, for the
      absence of footnotes and normal year-end audit adjustments) and present fairly
      in all material respects the financial position of the Persons covered thereby
      as at the dates thereof and the results of their operations and cash flows
      for
      the periods then ended.

     

    (a) Financial
      Statements.
      The
      following Financial Statements attached hereto as Disclosure
      Schedule (3.4(a))
      have
      been delivered on the date hereof:

     

    (i) The
      audited consolidated balance sheets at March 31, 2005 and the related statements
      of income and cash flows of Borrower and its Subsidiaries for the Fiscal Year
      then ended, certified by Grant Thornton LLP, and the unaudited consolidating
      balance sheets at March 31, 2005 and the related statements of income and cash
      flows of Borrower and its Subsidiaries for the Fiscal Year then
      ended.

     

    (ii) The
      audited consolidated balance sheets at June 30, 2004 and 2005 and the related
      statements of income and cash flows of BetaTHERM Group and its Subsidiaries
      for
      the Fiscal Years then ended, certified by Ernst & Young.

     

    (iii) The
      unaudited consolidated balance sheets at December 31, 2003, 2004 and 2005 and
      the related statements of income of YSIS and its Subsidiaries for the Fiscal
      Years then ended.

     

    (iv) The
      unaudited consolidated and consolidating balance sheets at December 31, 2005,
      January 31, 2006 and February 28, 2006 and the related statements of income
      of
      Borrower and its Subsidiaries for the fiscal periods then ended.

     

    (v) The
      unaudited consolidated and consolidating balance sheets at and February 28,
      2006
      and the related statements of income of BetaTHERM Group and its Subsidiaries
      for
      the 8 Fiscal Months then ended.

     

    (vi) The
      unaudited consolidated balance sheets at January 31, 2006 and February 28,
      2006
      and the related statements of income of YSIS and its Subsidiaries for the fiscal
      periods then ended.

     

    (b) Pro
      Forma.
      The Pro
      Forma delivered on the date hereof and attached hereto as Disclosure
      Schedule (3.4(b))
      was
      prepared by Borrower giving pro
      forma
      effect
      to the Related Transactions, was based on the unaudited consolidated and
      consolidating balance sheets of Borrower and its Subsidiaries dated March 31,
      2006 and was prepared in accordance with GAAP, with only such adjustments
      thereto as would be required in accordance with GAAP, except to the extent
      otherwise disclosed on Disclosure
      Schedule (3.4(b)).

     

    (c) Projections.
      The
      Projections delivered on the date hereof and attached hereto as Disclosure
      Schedule (3.4(c))
      have
      been prepared by Borrower, on a consolidated and consolidating basis, in light
      of the past operations of its businesses, but including future payments of
      known
      contingent liabilities, and reflect projections for the five year period
      beginning on March 1, 2006 on a month-by-month. The Projections are based upon
      estimates and assumptions stated therein, all of which Borrower believes to
      be
      reasonable and fair in light of current conditions and current facts known
      to
      Borrower and, as of the Closing Date, reflect Borrower’s good faith and
      reasonable estimates of the future financial performance of Borrower and of
      the
      other information projected therein for the period set forth therein, except
      to
      the extent otherwise disclosed therein..

     

    
      
        
        

      

      
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    3.5 Material
      Adverse Effect.
      Between
      March 31, 2005 and the Closing Date, (a) no Credit Party has incurred any
      obligations, contingent or noncontingent liabilities, liabilities for Charges,
      long-term leases or unusual forward or long-term commitments that are not
      reflected in the Pro Forma and that, alone or in the aggregate, could reasonably
      be expected to have a Material Adverse Effect, (b) no contract, lease or other
      agreement or instrument has been entered into by any Credit Party or has become
      binding upon any Credit Party’s assets and no law or regulation applicable to
      any Credit Party has been adopted that has had or could reasonably be expected
      to have a Material Adverse Effect, and (c) no Credit Party is in default and
      to
      the best of Borrower’s knowledge no third party is in default under any material
      contract, lease or other agreement or instrument, that alone or in the aggregate
      could reasonably be expected to have a Material Adverse Effect. Between March
      31, 2005 and the Closing Date no event has occurred, that alone or together
      with
      other events, could reasonably be expected to have a Material Adverse
      Effect.

     

    3.6 Ownership
      of Property; Liens.
      As of
      the Closing Date, the real estate (“Real
      Estate”)
      listed
      in Disclosure
      Schedule (3.6)
      constitutes all of the real property owned, leased, subleased, or used by any
      Credit Party. Each Credit Party owns good and marketable fee simple title to
      all
      of its owned Real Estate, and valid and marketable leasehold interests in all
      of
      its leased Real Estate, all as described on Disclosure
      Schedule (3.6),
      and
      copies of all such leases or a summary of terms thereof reasonably satisfactory
      to Agent have been delivered to Agent. Disclosure
      Schedule (3.6)
      further
      describes any Real Estate with respect to which any Credit Party is a lessor,
      sublessor or assignor as of the Closing Date. Each Credit Party also has good
      and marketable title to, or valid leasehold interests in, all of its personal
      property and assets. As of the Closing Date, none of the properties and assets
      of any Credit Party are subject to any Liens other than Permitted Encumbrances,
      and there are no facts, circumstances or conditions known to any Credit Party
      that may result in any Liens (including Liens arising under Environmental Laws)
      other than Permitted Encumbrances.

     

    3.7 Labor
      Matters.
      As of
      the Closing Date (a) no strikes or other material labor disputes against any
      Credit Party are pending or, to any Credit Party’s knowledge, threatened; (b)
      hours worked by and payment made to employees of each Credit Party comply with
      the Fair Labor Standards Act and each other federal, state, local or foreign
      law
      applicable to such matters; (c) all payments due from any Credit Party for
      employee health and welfare insurance have been paid or accrued as a liability
      on the books of such Credit Party; (d) except as set forth in Disclosure
      Schedule (3.7),
      no
      Credit Party is a party to or bound by any collective bargaining agreement,
      management agreement, consulting agreement, employment agreement, bonus,
      restricted stock, stock option, or stock appreciation plan or agreement or
      any
      similar plan, agreement or arrangement (and true and complete copies of any
      agreements described on Disclosure
      Schedule (3.7)
      have
      been delivered to Agent); (e) there is no organizing activity involving any
      Credit Party pending or, to any Credit Party’s knowledge, threatened by any
      labor union or group of employees; (f) there are no representation proceedings
      pending or, to any Credit Party’s knowledge, threatened with the National Labor
      Relations Board, and no labor organization or group of employees of any Credit
      Party has made a pending demand for recognition; and (g) except as set forth
      in
Disclosure
      Schedule (3.7),
      there
      are no material complaints or charges against any Credit Party pending or,
      to
      the knowledge of any Credit Party, threatened to be filed with any Governmental
      Authority or arbitrator based on, arising out of, in connection with, or
      otherwise relating to the employment or termination of employment by any Credit
      Party of any individual.

     

    
      
        
        

      

      
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    3.8 Ventures,
      Subsidiaries and Affiliates; Outstanding Stock and Indebtedness.
      Except
      as set forth in Disclosure
      Schedule (3.8),
      as of
      the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint
      venture or partnership with any other Person, or is an Affiliate of any other
      Person. All of the issued and outstanding Stock of each Credit Party
(other
      than Borrower) is
      owned
      by each of the Stockholders and in the amounts set forth in Disclosure
      Schedule (3.8).
      Except
      as set forth in Disclosure
      Schedule (3.8),
      there
      are no outstanding rights to purchase, options, warrants or similar rights
      or
      agreements pursuant to which any Credit Party (including Borrower) may be
      required to issue, sell, repurchase or redeem any of its Stock or other equity
      securities or any Stock or other equity securities of its Subsidiaries. All
      outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as
      of
      the Closing Date (except for the Obligations) is described in Section
      6.3
      (including Disclosure
      Schedule (6.3)).

     

    3.9 Government
      Regulation.
      No
      Credit Party is an “investment company” or an “affiliated person” of, or
“promoter” or “principal underwriter” for, an “investment company,” as such
      terms are defined in the Investment Company Act of 1940. No Credit Party is
      subject to regulation under the Public Utility Holding Company Act of 1935,
      the
      Federal Power Act, or any other federal or state statute that restricts or
      limits its ability to incur Indebtedness or to perform its obligations
      hereunder. The making of the Loans by Lenders to Borrower, the incurrence of
      the
      Letter of Credit Obligations on behalf of Borrower, the application of the
      proceeds thereof and repayment thereof and the consummation of the Related
      Transactions will not violate any provision of any such statute or any rule,
      regulation or order issued by the Securities and Exchange
      Commission.

     

    3.10 Margin
      Regulations.
      No
      Credit Party is engaged, nor will it engage, principally or as one of its
      important activities, in the business of extending credit for the purpose of
      “purchasing” or “carrying” any “margin stock” as such terms are defined in
      Regulation U of the Federal Reserve Board as now and from time to time hereafter
      in effect (such securities being referred to herein as “Margin
      Stock”).
      None
      of the proceeds of the Loans or other extensions of credit under this Agreement
      will be used, directly or indirectly, for the purpose of purchasing or carrying
      any Margin Stock, for the purpose of reducing or retiring any Indebtedness
      that
      was originally incurred to purchase or carry any Margin Stock or for any other
      purpose that might cause any of the Loans or other extensions of credit under
      this Agreement to be considered a “purpose credit” within the meaning of
      Regulations T, U or X of the Federal Reserve Board. No Credit Party will take
      or
      permit to be taken any action that might cause any Loan Document to violate
      any
      regulation of the Federal Reserve Board.

     

    
      
        
        

      

      
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    3.11 Taxes.
      All tax
      returns, reports and statements, including information returns, required by
      any
      Governmental Authority (“Tax
      Returns”)
      to be
      filed by any Credit Party have been filed with the appropriate Governmental
      Authority; all such Tax Returns are true, correct and complete in all material
      respects; and all Charges have been paid prior to the date on which any fine,
      penalty, interest or late charge may be added thereto for nonpayment thereof
      (or
      any such fine, penalty, interest, late charge or loss has been paid), excluding
      Charges or other amounts being contested in accordance with Section
      5.2(b).
      There
      are no Liens for Charges (other than for current Charges not yet due and
      payable) upon the assets of any Credit Party. No adjustment relating to such
      Tax
      Returns has been proposed formally or informally by any Governmental Authority
      and, to the knowledge of each Credit Party, no basis exists for any such
      adjustment. Proper and accurate amounts have been withheld by each Credit Party
      from its respective employees, independent contractors, creditors, members,
      partners and other third parties for all periods in full and complete compliance
      with all applicable federal, state, local and foreign laws and such withholdings
      have been timely paid to the respective Governmental Authorities. Disclosure
      Schedule (3.11)
      sets
      forth as of the Closing Date those taxable years for which any Credit Party’s
      tax returns are currently being audited by the IRS or any other applicable
      Governmental Authority and any assessments or threatened assessments in
      connection with such audit, or otherwise currently outstanding. Except as
      indicated on Disclosure
      Schedule (3.11),
      all
      Charges that have been claimed, proposed, asserted or assessed against any
      Credit Party (or with respect to any of their assets) have been fully paid
      or
      finally settled. Except as described in Disclosure
      Schedule (3.11),
      no
      Credit Party has executed or filed with the IRS or any other Governmental
      Authority any agreement or other document extending, or having the effect of
      extending, the period for assessment or collection of any Charges. None of
      the
      Credit Parties and their respective predecessors are liable for any Charges:
      (a)
      under any agreement (including any tax sharing agreements) or (b) to each Credit
      Party’s knowledge, as a transferee. As of the Closing Date, no Credit Party has
      agreed or been requested to make any adjustment under IRC Section 481(a), by
      reason of a change in accounting method or otherwise, which would have a
      Material Adverse Effect.

     

    3.12 ERISA.

     

    (a) Disclosure
      Schedule (3.12)
      lists
      all Plans and separately identifies all Pension Plans, including Title IV Plans,
      Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare
      Plans in effect as of the Closing Date. Copies of all such listed Plans,
      together with a copy of the latest form IRS/DOL 5500-series for each such Plan
      have been delivered to Agent. Except with respect to Multiemployer Plans, each
      Qualified Plan has been determined by the IRS to qualify under Section 401
      of
      the IRC, the trusts created thereunder have been determined to be exempt from
      tax under the provisions of Section 501 of the IRC, and nothing has occurred
      that would cause the loss of such qualification or tax-exempt status. Each
      Plan
      is in compliance with the applicable provisions of ERISA and the IRC, including
      the timely filing of all reports required under the IRC or ERISA, including
      the
      statement required by 29 CFR Section 2520.104-23. Neither any Credit Party
      nor
      ERISA Affiliate has failed to make any contribution or pay any amount due as
      required by either Section 412 of the IRC or Section 302 of ERISA or the terms
      of any such Plan. Neither any Credit Party nor ERISA Affiliate has engaged
      in a
“prohibited
      transaction,”
as
      defined in Section 406 of ERISA and Section 4975 of the IRC, in connection
      with
      any Plan, that would subject any Credit Party to a material tax on prohibited
      transactions imposed by Section 502(i) of ERISA or Section 4975 of the
      IRC.

     

    
      
        
        

      

      
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    (b) Except
      as
      set forth in Disclosure
      Schedule (3.12):
      (i) no
      Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event
      described in Section 4062(e) of ERISA with respect to any Title IV Plan has
      occurred or is reasonably expected to occur; (iii) there are no pending, or
      to
      the knowledge of any Credit Party, threatened claims (other than claims for
      benefits in the normal course), sanctions, actions or lawsuits, asserted or
      instituted against any Plan or any Person as fiduciary or sponsor of any Plan;
      (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects
      to
      incur any liability as a result of a complete or partial withdrawal from a
      Multiemployer Plan; (v) within the last five years no Title IV Plan of any
      Credit Party or ERISA Affiliate has been terminated, whether or not in a
“standard termination” as that term is used in Section 404(b)(1) of ERISA, nor
      has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at
      any
      time within the past five years) with Unfunded Pension Liabilities been
      transferred outside of the “controlled group” (within the meaning of Section
      4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate; (vi) except
      in the case of any ESOP, Stock of all Credit Parties and their ERISA Affiliates
      makes up, in the aggregate, no more than 10% of fair market value of the assets
      of any Plan measured on the basis of fair market value as of the latest
      valuation date of any Plan; and (vii) no liability under any Title IV Plan
      has been satisfied with the purchase of a contract from an insurance company
      that is not rated AAA by the Standard & Poor’s Corporation or an equivalent
      rating by another nationally recognized rating agency.

     

    3.13 No
      Litigation.

     

    (a) No
      action, claim, lawsuit, demand, investigation or proceeding is now pending
      or,
      to the knowledge of any Credit Party, threatened against any Credit Party,
      before any Governmental Authority or before any arbitrator or panel of
      arbitrators (collectively, “Litigation”),
      (a) that challenges any Credit Party’s right or power to enter into or
      perform any of its obligations under the Loan Documents to which it is a party,
      or the validity or enforceability of any Loan Document or any action taken
      thereunder, or (b) that has a reasonable risk of being determined adversely
      to
      any Credit Party and that, if so determined, could reasonably be expected to
      have a Material Adverse Effect. Except as set forth on Disclosure
      Schedule (3.13),
      as of
      the Closing Date there is no Litigation pending or threatened that seeks damages
      in excess of $100,000 or injunctive relief against, or alleges criminal
      misconduct of, any Credit Party.

     

    (b) Borrower
      has fully and finally settled the Class Action Litigation and paid all amounts
      payable by it in connection with such settlement and has no further liabilities
      or obligations, contingent or otherwise, relating to the Class Action
      Litigation. Borrower has fully and finally settled the SEC Investigation and
      paid all amounts payable by it in connection with such settlement and has no
      further liabilities or obligations, contingent or otherwise, relating to the
      SEC
      Investigation.

     

    3.14 Brokers.
      No
      broker or finder acting on behalf of any Credit Party or Affiliate thereof
      brought about the obtaining, making or closing of the Loans or the Related
      Transactions, and no Credit Party or Affiliate thereof has any obligation to
      any
      Person in respect of any finder’s or brokerage fees in connection
      therewith.

     

    3.15 Intellectual
      Property.
      As of
      the Closing Date, each Credit Party owns or has rights to use all Intellectual
      Property necessary to continue to conduct its business as now or heretofore
      conducted by it or proposed to be conducted by it, and each Patent, Trademark,
      Copyright and License is listed, together with application or registration
      numbers, as applicable, in Disclosure
      Schedule (3.15).
      Each
      Credit Party conducts its business and affairs without infringement of or
      interference with any Intellectual Property of any other Person in any material
      respect. Except as set forth in Disclosure
      Schedule (3.15),
      no
      Credit Party is aware of any infringement claim by any other Person with respect
      to any Intellectual Property.

     

    
      
        
        

      

      
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    3.16 Full
      Disclosure.
      No
      information contained in this Agreement, any of the other Loan Documents, any
      Projections, Financial Statements or other written reports from time to time
      delivered hereunder or any written statement furnished by or on behalf of any
      Credit Party to Agent or any Lender pursuant to the terms of this Agreement
      contains or will contain any untrue statement of a material fact or omits or
      will omit to state a material fact necessary to make the statements contained
      herein or therein not misleading in light of the circumstances under which
      they
      were made. The Liens granted to Agent, on behalf of itself and Lenders, pursuant
      to the Collateral Documents will at all times be fully perfected first priority
      Liens in and to the Collateral described therein, subject, as to priority,
      only
      to Permitted Encumbrances.

     

    3.17 Environmental
      Matters.

     

    (a) Except
      as
      set forth in Disclosure
      Schedule (3.17),
      as of
      the Closing Date: (i) the Real Estate is free of contamination from any
      Hazardous Material except for such contamination that would not adversely impact
      the value or marketability of such Real Estate and that would not result in
      Environmental Liabilities that could reasonably be expected to exceed $500,000;
      (ii) the Credit Parties are and have been in compliance with all Environmental
      Laws, except for such noncompliance that would not result in Environmental
      Liabilities which could reasonably be expected to exceed $500,000; (iii) the
      Credit Parties have obtained, and are in compliance with, all Environmental
      Permits required by Environmental Laws for the operations of their respective
      businesses as presently conducted or as proposed to be conducted, except where
      the failure to so obtain or comply with such Environmental Permits would not
      result in Environmental Liabilities that could reasonably be expected to exceed
      $500,000, and all such Environmental Permits are valid, uncontested and in
      good
      standing; (iv) no Credit Party is involved in operations or knows of any facts,
      circumstances or conditions, including any Releases of Hazardous Materials,
      that
      are likely to result in any Environmental Liabilities of such Credit Party
      which
      could reasonably be expected to exceed $500,000, and no Credit Party has
      permitted any current or former tenant or occupant of the Real Estate to engage
      in any such operations; (v) there is no Litigation arising under or related
      to
      any Environmental Laws, Environmental Permits or Hazardous Material that seeks
      damages, penalties, fines, costs or expenses in excess of $500,000 or injunctive
      relief against, or that alleges criminal misconduct by, any Credit Party; (vi)
      no notice has been received by any Credit Party identifying it as a “potentially
      responsible party” or requesting information under CERCLA or analogous state
      statutes, and to the knowledge of the Credit Parties, there are no facts,
      circumstances or conditions that may result in any Credit Party being identified
      as a “potentially responsible party” under CERCLA or analogous state statutes;
      and (vii) the Credit Parties have provided to Agent copies of all existing
      environmental reports, reviews and audits and all written information pertaining
      to actual or potential Environmental Liabilities, in each case relating to
      any
      Credit Party.

     

    
      
        
        

      

      
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    (b) Each
      Credit Party hereby acknowledges and agrees that Agent (i) is not now, and
      has
      not ever been, in control of any of the Real Estate or any Credit Party’s
      affairs, and (ii) does not have the capacity through the provisions of the
      Loan
      Documents or otherwise to influence any Credit Party’s conduct with respect to
      the ownership, operation or management of any of its Real Estate or compliance
      with Environmental Laws or Environmental Permits.

     

    3.18 Insurance.
      Disclosure
      Schedule (3.18)
      lists
      all insurance policies of any nature maintained, as of the Closing Date, for
      current occurrences by each Credit Party, as well as a summary of the terms
      of
      each such policy.

     

    3.19 Deposit
      and Disbursement Accounts.
      Disclosure
      Schedule (3.19)
      lists
      all banks and other financial institutions at which any Credit Party maintains
      deposit or other accounts as of the Closing Date, including any Disbursement
      Accounts, and such Schedule correctly identifies the name, address and telephone
      number of each depository, the name in which the account is held, a description
      of the purpose of the account, and the complete account number
      therefor.

     

    3.20 Government
      Contracts.
      Except
      as set forth in Disclosure
      Schedule (3.20),
      as of
      the Closing Date, no Credit Party is a party to any contract or agreement with
      any Governmental Authority and no Credit Party’s Accounts are subject to the
      Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any similar state
      or local law.

     

    3.21 Customer
      and Trade Relations.
      As of
      the Closing Date, there exists no actual or, to the knowledge of any Credit
      Party, threatened termination or cancellation of, or any material adverse
      modification or change in the business relationship of any Credit Party with
      any
      customer or group of customers whose purchases during the preceding 12 months
      caused them to be ranked among the ten largest customers of such Credit Party
      or
      the business relationship of any Credit Party with any supplier material to
      its
      operations.

     

    3.22 Agreements
      and Other Documents.
      As of
      the Closing Date, each Credit Party has provided to Agent or its counsel, on
      behalf of Lenders, accurate and complete copies (or summaries) of all of the
      following agreements or documents to which it is subject and each of which
      is
      listed in Disclosure
      Schedule (3.22):
      any
      supply agreements and purchase agreements, leases or other agreements or
      licenses and permits, in each case, the absence of which could be reasonably
      likely to have a Material Adverse Effect; and instruments and documents
      evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party
      and
      any Lien granted by such Credit Party with respect thereto.

     

    3.23 Solvency.
      Both
      before and after giving effect to (a) the Loans and Letter of Credit Obligations
      to be made or incurred on the Closing Date or such other date as Loans and
      Letter of Credit Obligations requested hereunder are made or incurred, (b)
      the
      disbursement of the proceeds of such Loans pursuant to the instructions of
      Borrower, (c) the Acquisitions and the consummation of the other Related
      Transactions and (d) the payment and accrual of all transaction costs in
      connection with the foregoing, each Credit Party is and will be
      Solvent.

     

    3.24 Acquisition
      Agreements.
      As of
      the Closing Date:

     

    
      
        
        

      

      
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    (a) Borrower
      has delivered to Agent a complete and correct copy of the BetaTHERM Acquisition
      Agreement (including all schedules, exhibits, amendments, supplements,
      modifications, assignments and all other documents delivered pursuant thereto
      or
      in connection therewith) and all of conditions to consummation of the BetaTHERM
      Acquisition (other than payment of the purchase price and delivery of various
      ancillary closing documents as disclosed by Borrower to Agent and Lenders)
      in
      accordance with the terms of the BetaTHERM Acquisition Agreement (including
      execution and delivery all documents required to delivered pursuant thereto
      or
      in connection therewith) have been satisfied by the parties thereto. No Credit
      Party and no other Person party thereto is in default in the performance or
      compliance with any provisions thereof. The BetaTHERM Acquisition Agreement
      complies with, and the BetaTHERM Acquisition will be consummated in accordance
      with all applicable laws upon payment of the Purchase Price (as defined the
      BetaTHERM Acquisition Agreement) on the Closing Date. The BetaTHERM Acquisition
      Agreement is in full force and effect as of the Closing Date and has not been
      terminated, rescinded or withdrawn. All requisite approvals by Governmental
      Authorities having jurisdiction over BetaTHERM Sellers, any Credit Party and
      other Persons referenced therein, with respect to the transactions contemplated
      by the BetaTHERM Acquisition Agreement, have been obtained, and no such
      approvals impose any conditions to the consummation of the transactions
      contemplated by the BetaTHERM Acquisition Agreement or to the conduct by any
      Credit Party of its business thereafter. To the best of each Credit Party’s
      knowledge, none of the BetaTHERM Sellers’ representations or warranties in the
      BetaTHERM Acquisition Agreement contain any untrue statement of a material
      fact
      or omit any fact necessary to make the statements therein not misleading. Each
      of the representations and warranties given by each applicable Credit Party
      in
      the BetaTHERM Acquisition Agreement is true and correct in all material
      respects; and 

     

    (b) Borrower
      has delivered to Agent a complete and correct copy of the YSIS Acquisition
      Agreement (including all schedules, exhibits, amendments, supplements,
      modifications, assignments and all other documents delivered pursuant thereto
      or
      in connection therewith) and all of conditions to consummation of the YSIS
      Acquisition (other than payment of the purchase price and delivery of various
      ancillary closing documents as disclosed by Borrower to Agent and Lenders)
      in
      accordance with the terms of the YSIS Acquisition Agreement (including execution
      and delivery all documents required to delivered pursuant thereto or in
      connection therewith) have been satisfied by the parties thereto. No Credit
      Party and no other Person party thereto is in default in the performance or
      compliance with any provisions thereof. The YSIS Acquisition Agreement complies
      with, and the YSIS Acquisition will be consummated in accordance with all
      applicable laws upon payment of the Closing Date Purchase Price Payment (as
      defined the YSIS Acquisition Agreement) on the Closing Date. The YSIS
      Acquisition Agreement is in full force and effect as of the Closing Date and
      has
      not been terminated, rescinded or withdrawn. All requisite approvals by
      Governmental Authorities having jurisdiction over YSIS Sellers, any Credit
      Party
      and other Persons referenced therein, with respect to the transactions
      contemplated by the YSIS Acquisition Agreement, have been obtained, and no
      such
      approvals impose any conditions to the consummation of the transactions
      contemplated by the YSIS Acquisition Agreement or to the conduct by any Credit
      Party of its business thereafter. To the best of each Credit Party’s knowledge,
      none of the YSIS Sellers’ representations or warranties in the YSIS Acquisition
      Agreement contain any untrue statement of a material fact or omit any fact
      necessary to make the statements therein not misleading. Each of the
      representations and warranties given by each applicable Credit Party in the
      YSIS
      Acquisition Agreement is true and correct in all material respects.

     

    
      
        
        

      

      
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    3.25 Foreign
      Assets Control Regulations.
      None of
      the Credit Parties nor, to the best knowledge of each Credit Party, any
      Affiliate of any Credit Party, is, or will be after consummation of the Related
      Transactions and application of the proceeds of the Loans, by reason of being
      a
“national” of a “designated foreign country” or a “specially designated
      national” within the meaning of the Regulations of the Office of Foreign Assets
      Control, United States Treasury Department (31 C.F.R., Subtitle B, Chapter
      V),
      or for any other reason, in violation of, any United States Federal statute
      or
      Presidential Executive Order concerning trade or other relations with any
      foreign country or any citizen or national thereof or the ownership or operation
      of any Property.

     

    3.26 Anti-Terrorism
      Law.

     

    (a) No
      Credit
      Party and, to the knowledge of the Credit Parties, none of its Affiliates is
      in
      violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
      Laws”),
      including Executive Order No. 13224 on Terrorist Financing, effective September
      24, 2001 (the “Executive
      Order”),
      and
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the
“Patriot
      Act”).

     

    (b) No
      Credit
      Party, and to the knowledge of the Credit Parties, no Affiliate or broker or
      other agent of any Credit Party acting or benefiting in any capacity in
      connection with the Loans is any of the following:

     

    (i) a
      Person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order;

     

    (ii) a
      Person
      owned or controlled by, or acting for or on behalf of, any Person that is listed
      in the annex to, or is otherwise subject to the provisions of, the Executive
      Order;

     

    (iii) a
      Person
      with which any Lender is prohibited from dealing or otherwise engaging in any
      transaction by any Anti-Terrorism Law; or

     

    (iv) a
      Person
      that commits, threatens or conspires to commit or supports “terrorism” as
      defined in the Executive Order.

     

    (c) No
      Credit
      Party and, to the knowledge of the Credit Parties, no broker or other agent
      of
      any Credit Party acting in any capacity in connection with the Loans (i)
      conducts any business or engages in making or receiving any contribution of
      funds, goods or services to or for the benefit of any Person described in
      paragraph (b) above, (ii) deals in, or otherwise engages in any transaction
      relating to, any property or interests in property blocked pursuant to the
      Executive Order, or (iii) engages in or conspires to engage in any transaction
      that evades or avoids, or has the purpose of evading or avoiding, or attempts
      to
      violate, any of the prohibitions set forth in any Anti-Terrorism
      Law.

     

    
      
        
        

      

      
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    4. FINANCIAL
      STATEMENTS AND INFORMATION

     

    (a) Reports
      and Notices.
      Each US
      Credit Party executing this Agreement hereby agrees that from and after the
      Closing Date and until the Termination Date, it shall deliver to Agent or to
      Agent and Lenders, as required, the Financial Statements, notices, Projections
      and other information at the times, to the Persons and in the manner set forth
      in Annex
      E.

     

    4.2 Communication
      with Accountants.
      Each US
      Credit Party executing this Agreement authorizes (a) Agent and (b) so long
      as an
      Event of Default has occurred and is continuing, each Lender, to communicate
      directly with its independent certified public accountants, including Grant
      Thornton LLP and KPMG LLP, and authorizes and, at Agent’s request, shall
      instruct those accountants and advisors to disclose and make available to Agent
      and each Lender any and all Financial Statements and other supporting financial
      documents, schedules and information relating to any Credit Party (including
      copies of any issued management letters) with respect to the business, financial
      condition and other affairs of any Credit Party.

     

    5. AFFIRMATIVE
      COVENANTS

     

    Each
      US
      Credit Party executing this Agreement jointly and severally agrees as to itself,
      and to cause all other Credit Parties, from and after the date hereof and until
      the Termination Date to comply with the following:

     

    5.1 Maintenance
      of Existence and Conduct of Business.
      Except
      as contemplated by the BetaTHERM Reorganization, Each Credit Party shall: do
      or
      cause to be done all things necessary to preserve and keep in full force and
      effect its corporate existence and its rights and franchises; continue to
      conduct its business substantially as now conducted or as otherwise permitted
      hereunder; at all times maintain, preserve and protect all of its assets and
      properties used or useful in the conduct of its business, and keep the same
      in
      good repair, working order and condition in all material respects (taking into
      consideration ordinary wear and tear) and from time to time make, or cause
      to be
      made, all necessary or appropriate repairs, replacements and improvements
      thereto consistent with industry practices; and transact business only in such
      corporate and trade names as are set forth in Disclosure
      Schedule (5.1).

     

    5.2 Payment
      of Charges.

     

    (a) Subject
      to Section
      5.2(b),
      each
      Credit Party shall pay and discharge or cause to be paid and discharged promptly
      all Charges payable by it, including (i) Charges imposed upon it, its
      income and profits, or any of its property (real, personal or mixed) and all
      Charges with respect to tax, social security and unemployment withholding with
      respect to its employees, (ii) lawful claims for labor, materials, supplies
      and services or otherwise, and (iii) all storage or rental charges payable
      to warehousemen and bailees, in each case, before any thereof shall become
      past
      due.

     

    (b) Each
      Credit Party may in good faith contest, by appropriate proceedings, the validity
      or amount of any Charges, Taxes or claims described in Section
      5.2(a);
      provided, that (i) adequate reserves with respect to such contest are maintained
      on the books of such Credit Party, in accordance with GAAP; (ii) no Lien shall
      be imposed to secure payment of such Charges (other than payments to
      warehousemen and/or bailees) that is superior to any of the Liens securing
      payment of the Obligations and such contest is maintained and prosecuted
      continuously and with diligence and operates to suspend collection or
      enforcement of such Charges, (iii) none of the Collateral becomes subject to
      forfeiture or loss as a result of such contest, (iv) such Credit Party shall
      promptly pay or discharge such contested Charges, Taxes or claims and all
      additional charges, interest, penalties and expenses, if any, and shall deliver
      to Agent evidence reasonably acceptable to Agent of such compliance, payment
      or
      discharge, if such contest is terminated or discontinued adversely to such
      Credit Party or the conditions set forth in this Section
      5.2(b)
      are no
      longer met, and (v) Agent has not advised Borrower in writing that Agent
      reasonably believes that nonpayment or nondischarge thereof could have or result
      in a Material Adverse Effect.

     

    
      
        
        

      

      
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    5.3 Books
      and Records.
      Each
      Credit Party shall keep adequate books and records with respect to its business
      activities in which proper entries, reflecting all financial transactions,
      are
      made in accordance with GAAP and on a basis consistent with the Financial
      Statements attached as Disclosure
      Schedule (3.4(a)).
      Each
      Credit Party shall record all intercompany transactions on its books and records
      in a manner reasonably satisfactory to Agent.

     

    5.4 Insurance;
      Damage to or Destruction of Collateral.

     

    (a) Coverage.
      Without
      limiting any of the other obligations or liabilities
      of the Credit Parties under this Agreement, the Credit Parties shall, during
      the
      term of this Agreement, carry and maintain, at their own expense, at least
      the
      minimum insurance coverage set forth in this Section
      5.4.
      The
      Credit Parties shall also carry and maintain any other insurance that Agent
      may
      reasonably require from time to time. All insurance carried pursuant to this
      Section
      5.4
      shall be
      placed with such insurers having a minimum A.M. Best rating of A:X (or as may
      be
      otherwise agreed by Agent) and be in such form, with terms, conditions, limits
      and deductibles as shall be acceptable to Agent. The insurance required to
      be
      carried and maintained by the Credit Parties hereunder shall, in all events,
      include the following:

     

    (i) All
      Risk Property Insurance.
      The
      Credit Parties shall maintain all risk property insurance covering against
      physical loss or damage, including but not limited to fire and extended
      coverage, collapse, flood, earth movement and comprehensive boiler and machinery
      coverage (including electrical malfunction and mechanical breakdown). Coverage
      shall be written on a replacement cost basis in an amount acceptable to Agent.
      Such insurance policy shall contain an agreed amount endorsement waiving any
      coinsurance penalty and shall include expediting expense coverage;
      and

     

    (ii) Business
      Interruption Insurance.
      As an
      extension of the insurance required under paragraph (a)(i), the Credit Parties
      shall maintain business interruption insurance in an amount equal to 12 months
      projected net profits, and continuing expenses (including the debt service
      payments due on the loan). The insurance shall include coverage for contingent
      business interruption arising from loss or damage to property and equipment
      of
      major suppliers and customers of the Credit Parties. Such insurance shall
      contain an agreed amount endorsement waiving any coinsurance penalty and shall
      include extra expense coverage. Deductibles shall not exceed thirty (30) days;
      and

     

    
      
        
        

      

      
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    (iii) Comprehensive
      or Commercial General Liability Insurance.
      The
      Credit Parties shall maintain comprehensive general liability insurance written
      on an occurrence basis with a limit of not less than $1,000,000. Such coverage
      shall include, but not be limited to, premises/operations, broad form
      contractual liability, independent contractors, products/completed operations,
      property damage and personal injury liability. Such insurance shall not contain
      an exclusion for punitive or exemplary damages where insurable by law;
      and

     

    (iv) Workers’
      Compensation/Employer’s Liability Insurance.
      The
      Credit Parties shall maintain (i) Workers’ Compensation insurance in accordance
      with statutory provisions covering accidental injury, illness or death of an
      employee of the Credit Parties while at work or in the scope of his employment
      with the Credit Parties and (ii) Employer’s Liability in an amount not less than
      $1,000,000. Such coverage shall not contain any occupational disease exclusions;
      and

     

    (v) Automobile
      Liability Insurance.
      The
      Credit Parties shall maintain Automobile Liability insurance covering owned,
      non-owned, leased, hired or borrowed vehicles against bodily injury or property
      damage. Such coverage shall have a limit of not less than $1,000,000;
      and

     

    (vi) Excess/Umbrella
      Liability Insurance.
      The
      Credit Parties shall maintain excess or umbrella liability insurance written
      on
      an occurrence basis in an amount not less than $25,000,000 providing coverage
      limits in excess of the insurance limits required under paragraphs (a)(iii),
      and
      (a)(iv), employer’s liability only, and (v). Such insurance shall follow from
      the primary insurances and drop down in case of exhaustion of underlying limits
      and/or aggregates. Such insurance shall not contain an exclusion for punitive
      or
      exemplary damages where insurable under law; and

     

    (vii) Aircraft
      Products Liability Insurance.
      The
      Credit Parties shall maintain aircraft products liability insurance written
      in
      an amount not less than $10,000,000.

     

    (b) Endorsements.
      The
      Credit Parties shall cause all insurance policies carried and maintained in
      accordance with this Section
      5.4
      to be
      endorsed as follows:

     

    (i) Agent
      and
      Lenders shall be an additional insureds, with Agent as loss payee, with respect
      to property policies described in paragraphs (a)(i) and (a)(ii). Agent and
      Lenders shall be additional insureds with respect to liability policies
      described in paragraphs (a)(iii), (a)(iv), and, to the extent allowed by law,
      (a)(v), (vi) and (vii). It shall be understood that any obligation imposed
      upon
      the Credit Parties, including the obligation to pay premiums, shall be the
      sole
      obligation of the Credit Parties and not that of Agent and Lenders;
      and

     

    (ii) With
      respect to property policies described in paragraphs (a)(i) and (a)(ii), the
      interests of Agent and Lenders shall not be invalidated by any action or
      inaction of the Credit Parties or any other person, and shall insure Agent
      and
      Lenders regardless of any breach or violation by the Credit Parties or any
      other
      person, of any warranties, declarations or conditions of such policies;
      and

     

    (iii) Inasmuch
      as the liability policies are written to cover more than one insured, all terms
      conditions, insuring agreements and endorsements, with the exception of the
      limits of liability, shall operate in the same manner as if there were a
      separate policy covering each insured; and

     

    
      
        
        

      

      
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    (iv) The
      insurers thereunder shall waive all rights of subrogation against Agent and
      Lenders, any right of setoff or counterclaim, and any other right to deduction,
      whether by attachment or otherwise; and

     

    (v) Such
      insurance shall be primary without right of contribution of any other insurance
      carried by or on behalf of Agent and Lenders; and

     

    (vi) If
      such
      insurance is canceled for any reason whatsoever, including nonpayment of
      premium, or any changes are initiated by the Credit Parties or the carrier
      which
      affect the interests of Agent and Lenders, such cancellation or change shall
      not
      be effective as to Agent and Lenders until 30 days (ten (10) days in the case
      of
      non-payment of premium) after receipt by Agent of written notice sent by
      registered mail from such insurer.

     

    (c) Certifications.
      On the
      Closing Date, and at each policy renewal, but not less than annually, the Credit
      Parties shall provide to Agent a certification from each insurer or by an
      authorized representative of each insurer. Such certification shall identify
      the
      underwriters, the type of insurance, the limits, deductibles, and term thereof
      and shall specifically list the special provisions delineated in Section
      5.4(b)
      above
      for such insurance required for this Section
      5.4.

     

    (d) Insurance
      Report.
      Concurrently with the furnishing of all certificates referred to in this
Section
      5.4,
      the
      Credit Parties shall furnish Agent with a letter from an independent insurance
      broker, acceptable to Agent, stating that (i) all premiums then due by the
      Credit Parties have been paid, (ii) in the opinion of such broker, the insurance
      then maintained by the Credit Parties is in compliance with this Section
      5.4,
      (iii)
      the endorsements in Section
      5.4(b)
      above,
      have been or shall soon be, endorsed to the Credit Parties’ relevant insurance
      policies and (iv) upon its first knowledge, such broker shall advise Agent
      promptly in writing of any default in the payment of any premiums or any other
      act or omission, on the part of any person, which might invalidate or render
      unenforceable, in whole or in part, any insurance provided by the Credit Parties
      hereunder.

     

    (e) General.
      Upon
      request, the Credit Parties shall furnish Agent with copies of all insurance
      policies, binders and cover notes or other evidence of such insurance.
      Notwithstanding anything to the contrary herein, no provision of this
Section
      5.4
      or any
      provision of this Agreement shall impose on Agent any duty or obligation to
      verify the existence or adequacy of the insurance coverage maintained by the
      Credit Parties, nor shall Agent or any Lender be responsible for any
      representations or warranties made by or on behalf of the Credit Parties to
      any
      insurance broker, company or underwriter. Agent, at its sole option, may obtain
      such insurance if not provided by the Credit Parties and in such event, the
      Credit Parties shall reimburse Agent upon demand for the cost thereof together
      with interest.

     

    
      
        
        

      

      
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    (f) Power
      of Attorney.
      Each of
      the US Credit Parties irrevocably makes, constitutes and appoints Agent (and
      all
      officers, employees or agents designated by Agent), so long as any Default
      or
      Event of Default has occurred and is continuing or the anticipated insurance
      proceeds exceed $250,000, as its true and lawful agent and attorney-in-fact
      for
      the purpose of making, settling and adjusting claims under such “All Risk”
policies of insurance, endorsing its name on any check or other item of payment
      for the proceeds of such “All Risk” policies of insurance and for making all
      determinations and decisions with respect to such “All Risk” policies of
      insurance. Agent shall have no duty to exercise any rights or powers granted
      to
      it pursuant to the foregoing power-of-attorney. The Credit Parties shall
      promptly notify Agent of any loss, damage, or destruction to the Collateral
      in
      the amount of $250,000 or more, whether or not covered by insurance. After
      deducting from such proceeds the expenses, if any, incurred by Agent in the
      collection or handling thereof, Agent may, at its option, apply such proceeds
      to
      the reduction of the Obligations in accordance with Section 1.3(c),
      or
      permit or require the Credit Parties to use such money, or any part thereof,
      to
      replace, repair, restore or rebuild the Collateral in a diligent and expeditious
      manner with materials and workmanship of substantially the same quality as
      existed before the loss, damage or destruction. Notwithstanding the foregoing,
      if the casualty giving rise to such insurance proceeds could not reasonably
      be
      expected to have a Material Adverse Effect and such insurance proceeds do not
      exceed $5,000,000 in the aggregate, Agent shall permit the Credit Parties to
      replace, restore, repair or rebuild the property; provided that if the Credit
      Parties has not completed or entered into binding agreements to complete such
      replacement, restoration, repair or rebuilding within 180 days of such casualty,
      Agent may apply such insurance proceeds to the Obligations in accordance with
      Section
      1.3(c).
      All
      insurance proceeds that are to be made available to the Credit Parties to
      replace, repair, restore or rebuild the Collateral shall be applied by Agent
      to
      reduce the outstanding principal balance of the Revolving Loan (which
      application shall not result in a permanent reduction of the Revolving Loan
      Commitment) and upon such application, Agent shall establish a reserve against
      the Borrowing Availability in an amount equal to the amount of such proceeds
      so
      applied. Thereafter, such funds shall be made available to the Credit Parties
      to
      provide funds to replace, repair, restore or rebuild the Collateral as follows:
      (i) the Credit Parties shall request a Revolving Credit Advance in the amount
      requested to be released; (ii) so long as the conditions set forth in Section
      2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance;
      and (iii) the reserve established with respect to such insurance proceeds shall
      be reduced by the amount of such Revolving Credit Advance. To the extent not
      used to replace, repair, restore or rebuild the Collateral, such insurance
      proceeds shall be applied in accordance with Section
      1.3(c).
      Nothing
      herein shall be construed to entitle the Agent to the proceeds of insurance
      from
      any loss with respect to any property or assets of any Credit Party that is
      not
      a US Credit Party.

     

    5.5 Compliance
      with Laws.
      Each
      Credit Party shall comply with all federal, state, local and foreign laws and
      regulations applicable to it, including those relating to ERISA and labor
      matters and Environmental Laws and Environmental Permits, except to the extent
      that the failure to comply, individually or in the aggregate, could not
      reasonably be expected to have a Material Adverse Effect.

     

    5.6 Supplemental
      Disclosure.
      From
      time to time as may be reasonably requested by Agent (which request will not
      be
      made more frequently than once each year absent the occurrence and continuance
      of a Default or an Event of Default), the Credit Parties shall supplement each
      Disclosure Schedule hereto, or any representation herein or in any other Loan
      Document, with respect to any matter hereafter arising that, if existing or
      occurring at the date of this Agreement, would have been required to be set
      forth or described in such Disclosure Schedule or as an exception to such
      representation or that is necessary to correct any information in such
      Disclosure Schedule or representation which has been rendered inaccurate thereby
      (and, in the case of any supplements to any Disclosure Schedule, such Disclosure
      Schedule shall be appropriately marked to show the changes made therein);
provided
      that (a)
      no such supplement to any such Disclosure Schedule or representation shall
      amend, supplement or otherwise modify the term Disclosure Schedule as used
      herein or any or representation with respect thereto, or be or be deemed a
      waiver of any Default or Event of Default resulting from the matters disclosed
      therein, except as consented to by Agent and Requisite Lenders in writing,
      and
      (b) no supplement shall be required or permitted as to representations and
      warranties that relate solely to the Closing Date.

     

    
      
        
        

      

      
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    5.7 Intellectual
      Property.
      Each
      Credit Party will conduct its business and affairs without infringement of
      or
      interference with any Intellectual Property of any other Person in any material
      respect.

     

    5.8 Environmental
      Matters.
      Each
      Credit Party shall and shall cause each Person within its control to: (a)
      conduct its operations and keep and maintain its Real Estate in compliance
      with
      all Environmental Laws and Environmental Permits other
      than noncompliance that could not reasonably be expected to have a Material
      Adverse Effect;
      (b)
      implement any and all investigation, remediation, removal and response actions
      that are appropriate or necessary to comply with Environmental Laws and
      Environmental Permits other than noncompliance that could not reasonably be
      expected to have a Material Adverse Effect; (c) notify Agent promptly after
      such
      Credit Party becomes aware of any violation of Environmental Laws or
      Environmental Permits or any Release on, at, in, under, above, to, from or
      about
      any Real Estate that is reasonably likely to result in Environmental Liabilities
      in excess of $100,000; and (d) promptly forward to Agent a copy of any order,
      notice, request for information or any communication or report received by
      such
      Credit Party in connection with any such violation or Release or any other
      matter relating to any Environmental Laws or Environmental Permits that could
      reasonably be expected to result in Environmental Liabilities in excess of
      $100,000, in each case whether or not the Environmental Protection Agency or
      any
      Governmental Authority has taken or threatened any action in connection with
      any
      such violation, Release or other matter.

     

    5.9 Landlords’
      Agreements, Mortgagee Agreements, Bailee Letters and Real Estate
      Purchases.
      Each US
      Credit Party shall obtain a landlord’s agreement, mortgagee agreement or bailee
      letter, as applicable, from the lessor of each leased property (other than
      Hampton, Virginia), mortgagee of owned property or bailee with respect to any
      warehouse, processor or converter facility or other location where Collateral
      is
      stored or located having a fair market value of greater than $500,000, which
      agreement or letter shall contain a waiver or subordination of all Liens or
      claims that the landlord, mortgagee or bailee may assert against the Collateral
      at that location, and shall otherwise be reasonably satisfactory in form and
      substance to Agent; provided
      that
      with respect to (i) 910 Boston Turnpike, Shrewsbury, Massachusetts, the US
      Credit Parties shall deliver a landlord’s agreement reasonably satisfactory in
      form and substance to Agent on or before October 1, 2006, unless the lease
      for
      such location is not renewed, and (ii) 2670 Indian Ripple Road, Dayton, Ohio,
      the US Credit Parties shall deliver a landlord’s agreement reasonably
      satisfactory in form and substance to Agent on or before the fifth Business
      Day
      following the Closing Date. After the Closing Date, no Collateral having a
      fair
      market value of greater than $500,000 shall be located at any real property
      or
      warehouse space leased by any US Credit Party or shall be shipped to a processor
      or converter under arrangements established after the Closing Date unless and
      until a satisfactory landlord agreement or bailee letter, as appropriate, shall
      first have been obtained with respect to such location, unless otherwise
      required by Agent. Each US Credit Party shall timely and fully pay and perform
      its obligations under all leases and other agreements with respect to each
      leased location or public warehouse where any Collateral is or may be located.
      To the extent permitted hereunder, if any US Credit Party proposes to acquire
      a
      fee ownership interest in Real Estate after the Closing Date, it shall first
      provide to Agent a mortgage or deed of trust granting Agent a first priority
      Lien on such Real Estate, together with environmental audits, mortgage title
      insurance commitment, real property survey, local counsel opinion(s), and,
      if
      required by Agent, supplemental casualty insurance and flood insurance, and
      such
      other documents, instruments or agreements reasonably requested by Agent, in
      each case, in form and substance reasonably satisfactory to Agent.

     

    
      
        
        

      

      
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    5.10 Key
      Man Life Insurance.
      Borrower shall maintain in full force and effect, with an insurance company
      satisfactory to Agent, a key man life insurance policy insuring the life of
      Frank Guidone in an amount no less than $5,000,000, naming Agent as beneficiary
      under such insurance policy and assigned to Agent by Borrower (which assignment
      will be consented to by the issuer of such insurance), and otherwise terms
      reasonably satisfactory in all respects to Agent. Borrower hereby assigns to
      Agent, and grants to Agent, for the benefit of Agent and Lenders, a security
      interest in and lien upon, all right, title and interest of Borrower in and
      to
      such policy and all proceeds thereof, to secure the Obligations, and such
      assignment and grant continue without any diminution thereof and remain in
      full
      force and effect. Upon receipt by Agent of any cash proceeds of such key man
      life insurance, Agent may at its option apply such proceeds to the prepayment
      of
      principal of the Loans in accordance with Section
      1.3(c).
      In the
      event any payment of such insurance proceeds is later rescinded, revoked or
      reduced or must otherwise be restored or returned for any reason, any such
      payment or prepayment of any Obligations shall be reinstated and deemed reduced
      only by such proceeds paid and not rescinded, reduced or returned. At any time
      and from time to time, upon the written request of Agent and at the sole expense
      of Borrower, Borrower shall promptly and duly execute and deliver any and all
      such further instruments and documents and take such further actions as Agent
      may deem desirable to obtain the full benefits of such assignment and security
      interest and of the rights and powers herein granted.

     

    5.11 ERISA.
      Each
      Credit Party shall comply in all material respects with the applicable
      provisions of ERISA and the IRC, except to the extent such failure to company,
      individually or in the aggregate, could not reasonably be expected to have
      a Material Adverse Affect.  Each Credit Party shall furnish to Agent
      written notice as soon as possible, and in any event within 10 Business Days
      after any Credit Party knows, or has reason to know, of: (a) a material increase
      in the benefits of any existing Plan, the establishment of any new Plan, or
      the
      commencement of contributions to any Plan; or (b) an ERISA Event, together
      with
      a statement of an officer setting forth the details of such ERISA Event and
      action which the Credit Parties propose to take with respect thereto.  The
      Credit Parties shall furnish to Agent, within 30 Business Days after
      the filing thereof with the Department of Labor, IRS or PBGC, copies of each
      annual report (Form 5500 series) filed for each Plan.  The Credit
      Parties shall furnish to Agent, within 30 days after receipt by any
      Credit Party or ERISA Affiliate, copies of each actuarial report for
      each Title IV Plan or Multiemployer Plan and each annual report for any
      Multiemployer Plan.

     

    
      
        
        

      

      
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    5.12 Foreign
      Subsidiaries.
      If
      Borrower shall at any time consolidate its and any of its Foreign Subsidiaries’
financial statements for US tax-reporting purposes on a world-wide basis, at
      the
      request of Agent, Borrower shall cause such Foreign Subsidiary to execute and
      deliver to Agent (a) a Guaranty in form and substance reasonably satisfactory
      to
      Agent, guarantying the Obligations under the other Loan Documents, and (b)
      Collateral Documents in form and substance reasonably satisfactory to Agent,
      granting to Agent a Lien over such Foreign Subsidiary’s properties and assets,
      in each case, to the extent such Guaranty or Collateral Document is not
      prohibited by the law of the jurisdiction of formation of such Foreign
      Subsidiary, and shall cause the pledge of all of the Stock of such Foreign
      Subsidiary to Agent to secure all of the Obligations. In making any request
      under the immediately preceding sentence, Agent shall, so long as no Default
      or
      Event of Default has occurred and is continuing, exercise reasonable credit
      judgment and take into consideration the costs associated therewith in relation
      to the value or importance of such Guaranty or Collateral Documents. The
      security interests required to be granted pursuant to this Section shall be
      valid and enforceable perfected security interests prior to the rights of all
      third Persons and subject to no other Liens, except Permitted Encumbrances.
      The
      Collateral Documents and other instruments related thereto shall be duly
      recorded or filed in such manner and in such places and at such times, and
      such
      other actions shall be taken, as are required by law to establish, perfect,
      preserve and protect the Liens, in favor of Agent, required to be granted
      pursuant to such documents and all taxes, fees and other charges payable in
      connection therewith shall be paid in full by Borrower and such Foreign
      Subsidiary. At the time of the execution and delivery of the additional
      documents, Borrower shall cause to be delivered to Agent such opinions of
      counsel, mortgage policies, title surveys, real estate appraisals, certificates
      of title, stock certificates and other related documents as may be reasonably
      requested by Agent to assure itself that this Section has been complied
      with.

     

    5.13 Further
      Assurances.
      Each US
      Credit Party executing this Agreement agrees that it shall and shall cause
      each
      other Credit Party to, at such Credit Party’s expense and upon request of Agent,
      duly execute and deliver, or cause to be duly executed and delivered, to Agent
      such further instruments and do and cause to be done such further acts as may
      be
      necessary or proper in the reasonable opinion of Agent to carry out more
      effectively the provisions and purposes of this Agreement or any other Loan
      Document.

     

    5.14 Patriot
      Act Compliance.
      The
      Credit Parties shall provide such information and take such actions as are
      reasonably required by Agent or any Lender in order to assist Agent and Lenders
      with compliance with the Patriot Act.

     

    5.15 BetaTHERM
      Reorganization.
      Within
      180 after the Closing Date, Borrower shall have caused the BetaTHERM
      Reorganization to be completed and shall have provided true, correct and
      complete copies of all documents and filings effecting such transactions;
provided
      that
      clauses (i) and (iii) of the BetaTHERM Reorganization shall be completed on
      or
      before April 10, 2006.

     

    6. NEGATIVE
      COVENANTS

     

    Each
      US
      Credit Party executing this Agreement jointly and severally agrees for itself,
      and to cause all other Credit Parties, from and after the date hereof until
      the
      Termination Date to comply with the following:

     

    
      
        
        

      

      
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    6.1 Mergers,
      Subsidiaries, Etc.
      No
      Credit Party shall directly or indirectly, by operation of law or otherwise,
      (a)
      form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire
      all
      or substantially all of the assets or Stock of, or otherwise combine with or
      acquire, any Person, except (i) any wholly-owned Domestic Subsidiary of Borrower
      (other than IC Sensors, Elekon, Entran Devices and Intermediate Holdings) may
      merge with and into Borrower or another wholly-owned Domestic Subsidiary of
      Borrower (so long as Borrower is the surviving entity in any merger involving
      Borrower), (ii) the Credit Parties may consummate the BetaTHERM Reorganization,
      and (iii) any wholly-owned Foreign Subsidiary of Borrower may merge with another
      wholly-owned Foreign Subsidiary of Borrower. Notwithstanding the foregoing,
      Borrower, may acquire all or substantially all of the assets or Stock of any
      Person (the “Target”)
      (in
      each case, a “Permitted
      Acquisition”)
      subject to the satisfaction of each of the following conditions:

     

    (i) Agent
      shall receive at least 20 Business Days’ prior written notice of such proposed
      Permitted Acquisition, which notice shall include a reasonably detailed
      description of such proposed Permitted Acquisition;

     

    (ii) such
      Permitted Acquisition shall only involve assets comprising a business, or those
      assets of a business, of the type engaged in by the Credit Parties as of the
      Closing Date, and which business would not subject Agent or any Lender to
      regulatory or third party approvals in connection with the exercise of its
      rights and remedies under this Agreement or any other Loan Documents other
      than
      approvals applicable to the exercise of such rights and remedies with respect
      to
      Borrower prior to such Permitted Acquisition;

     

    (iii) such
      Permitted Acquisition shall be consensual and shall have been approved by the
      Target’s board of directors;

     

    (iv) no
      additional Indebtedness or Guaranteed Indebtedness, contingent obligations
      or
      other liabilities shall be incurred, assumed or otherwise be reflected on a
      consolidated balance sheet of Borrower and Target after giving effect to such
      Permitted Acquisition, except to the extent such Indebtedness or Guaranteed
      Indebtedness is permitted under Section
      6.3
      or
Section
      6.6;

     

    (v) the
      purchase price and all other amounts payable by the Credit Parties in connection
      with any Permitted Acquisitions, including all transaction costs and Loans
      made
      hereunder related thereto, shall not exceed $40,000,000
      in
      the
      aggregate in any Fiscal Year (and, with respect to Permitted Acquisitions by
      Foreign Subsidiaries of Borrower, such purchase price shall be paid from cash
      and cash equivalents of the Foreign Subsidiaries prior to use of cash and cash
      equivalents of the Borrower and its Domestic Subsidiaries);

     

    (vi) the
      business and assets acquired in such Permitted Acquisition shall be free and
      clear of all Liens (other than Permitted Encumbrances);

     

    (vii) at
      or
      prior to the closing of any Permitted Acquisition, Agent will be granted a
      first
      priority perfected Lien (subject to Permitted Encumbrances) in all assets
      acquired pursuant thereto by a US Credit Party or
      in the
      assets and Stock of the Target which is a US Credit Party
      (and in
      66% of Stock held by the US Credit Parties of any Target which is a Foreign
      Subsidiary of a US Credit Party), and the Credit Parties and the Target shall
      have executed such documents and taken such actions as may be required by Agent
      in connection therewith;

     

    
      
        
        

      

      
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    (viii) Concurrently
      with delivery of the notice referred to in clause
      (i)
      above,
      Borrower shall have delivered to Agent, in form and substance reasonably
      satisfactory to Agent:

     

    (A) a
      pro
      forma consolidated and consolidating balance sheet, income statement and cash
      flow statement of Borrower and its Subsidiaries (the “Acquisition
      Pro Forma”),
      based
      on recent financial statements, which shall be complete and shall fairly present
      in all material respects the assets, liabilities, financial condition and
      results of operations of Borrower and its Subsidiaries in accordance with GAAP
      consistently applied, but taking into account such Permitted Acquisition and
      the
      funding of all Loans in connection therewith, and such Acquisition Pro Forma
      shall reflect that (x) with respect to a Permitted Acquisition of any Target
      that is a Domestic Subsidiary,
      on a
      pro forma basis, Borrower and its Subsidiaries would have had (1) a Senior
      Leverage Ratio not in excess of 3.00 to 1.00, and (2) a Total Leverage Ratio
      not
      in excess of 3.50 to 1.00, and,
      with
      respect to a Permitted Acquisition of any Target that is a Foreign Subsidiary
      of
      a US Credit Party, on a pro forma basis, Borrower and its Subsidiaries would
      have had (1) a Senior Leverage Ratio not in excess of 2.00 to 1.00, and (2)
      a
      Total Leverage Ratio not in excess of 2.50 to 1.00, in each case, calculated
      using EBITDA for the twelve Fiscal Month period ended at the end of Fiscal
      Month
      for which financial statements have most recently been required to delivered
      to
      Agent pursuant to paragraph (a) of Annex
      E
      prior to
      the consummation of such Permitted Acquisition (as adjusted for such Permitted
      Acquisition in accordance with clause (y) of the second sentence of the
      definition of EBITDA and Section
      6.1(viii)(D)
      below)
      and calculated using Senior Indebtedness and Indebtedness, as applicable, after
      giving effect to such Permitted Acquisition and all Loans funded in connection
      therewith as of the date of such Permitted Acquisition, (y) Borrowing
      Availability (after giving effect to such Permitted Acquisition and all Loans
      funded in connection therewith) shall be no less than $5,000,000, and
      (z) on a pro forma basis, no Event of Default has occurred and is
      continuing or would result after giving effect to such Permitted Acquisition
      and
      Borrower would have been in compliance with the financial covenants set forth
      in
Annex
      G
      for the
      four quarter period reflected in the Compliance Certificate most recently
      delivered to Agent pursuant to Annex
      E
      prior to
      the consummation of such Permitted Acquisition (after giving effect to such
      Permitted Acquisition and all Loans funded in connection therewith as if made
      on
      the first day of such period);

     

    (B) updated
      versions of the most recently delivered consolidated and consolidating
      Projections covering the 1 year period commencing on the date of such Permitted
      Acquisition and otherwise prepared in accordance with the Projections (the
      “Acquisition
      Projections”)
      and
      based upon historical financial data of a recent date reasonably satisfactory
      to
      Agent, taking into account such Permitted Acquisition, which shall include
      a
      projected income statement of the Target for such period which demonstrates
      that
      the projected EBITDA of the Target for such period is positive;

     

    
      
        
        

      

      
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    (C) a
      certificate of the Borrower executed by the Chief Executive Officer of Borrower
      to the effect that: (w) Borrower (after taking into consideration all rights
      of
      contribution and indemnity such Borrower has against each of its Subsidiaries)
      will be Solvent upon the consummation of the Permitted Acquisition; (x) the
      Acquisition Pro Forma fairly presents the financial condition of Borrower (on
      a
      consolidated basis) as of the date thereof after giving effect to the Permitted
      Acquisition, (y) the Acquisition Projections are reasonable estimates of the
      future financial performance of Borrower and its Subsidiaries subsequent to
      the
      date thereof based upon the historical performance of Borrower and its
      Subsidiaries and the Target and show that (i) Borrower shall continue to be
      in
      compliance with the financial covenants set forth in Annex
      G
      for the
      1-year period thereafter and (ii) the projected EBITDA of the Target for the
      1-year period thereafter is positive, and (z) Borrower has completed its due
      diligence investigation with respect to the Target and such Permitted
      Acquisition, which investigation was conducted in a manner similar to that
      which
      would have been conducted by a prudent purchaser of a comparable business and
      the results of which investigation were delivered to Agent and Lenders;
      and

     

    (D) a
      certificate of the Borrower executed by the Chief Executive Officer of Borrower
      as to the historical EBITDA of the Target for each of the 12 Fiscal Months
      prior
      to the date of such Permitted Acquisition, which are proposed to be included
      in
      the calculation of Borrower’s consolidated net income in calculating EBITDA for
      any such period, provided the methodology of calculating such amounts shall
      be
      reasonably satisfactory to Agent;

     

    (ix) on
      or
      prior to the date of such Permitted Acquisition, Agent shall have received,
      in
      form and substance reasonably satisfactory to Agent, copies of the acquisition
      agreement and related agreements and instruments, and all opinions,
      certificates, lien search results and other documents reasonably requested
      by
      Agent, including those specified in the last sentence of Section 5.9;
      

     

    (x) Agent
      shall have received: (x) with respect to any Target that is a Domestic
      Subsidiary of a US Credit Party, Phase I Environmental Site Assessment Reports,
      consistent with American Society for Testing and Materials (ASTM) Standard
      E
      1527-00 (or the current ASTM standard for Phase I environmental site assessment
      reports), and applicable state requirements, and with respect to any Target
      that
      is a Foreign Subsidiary of a US Credit Party, environmental review and audit
      reports of the type customary in the applicable jurisdiction, in each case,
      with
      respect to all real property owned or leased by the Target, dated no more than
      6
      months prior to the Closing Date, prepared by environmental engineers reasonably
      satisfactory to Agent, all in form and substance reasonably satisfactory to
      Agent, in its sole discretion; (y) such environmental
      review and audit reports,
      including Phase II reports, with respect to any such real property as Agent
      shall have requested, and Agent shall be satisfied, in its sole discretion,
      with
      the contents of all such environmental reports; and (z) letters executed by
      the
      environmental firms preparing such environmental reports, in form and substance
      reasonably satisfactory to Agent, authorizing Agent and Lenders to rely on
      such
      reports; and

     

    
      
        
        

      

      
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    (xi) at
      the
      time of such Permitted Acquisition and after giving effect thereto, no Default
      or Event of Default has occurred and is continuing.

     

    6.2 Investments;
      Loans and Advances.
      Except
      as otherwise expressly permitted by this Section
      6,
      no
      Credit Party shall make or permit to exist any investment in, or make, accrue
      or
      permit to exist loans or advances of money to, any Person, through the direct
      or
      indirect lending of money, holding of securities or otherwise, except that:
      (a)
      Borrower may hold investments comprised of notes payable, or stock or other
      securities issued by Account Debtors to Borrower pursuant to negotiated
      agreements with respect to settlement of such Account Debtor’s Accounts in the
      ordinary course of business; (b) each Credit Party may maintain its existing
      investments in its Subsidiaries as of the Closing Date; (c) so long as Agent
      has
      not delivered an Activation Notice, no Default or Event of Default has occurred
      and is continuing and there is no outstanding Revolving Loan balance, Borrower
      may make investments, subject to Control Letters in favor of Agent for the
      benefit of Lenders or otherwise subject to a perfected security interest in
      favor of Agent for the benefit of Lenders, in Permitted Investments; (d) capital
      contributions by any US Credit Party to any wholly-owned direct Domestic
      Subsidiary thereof; (e) capital contributions by any Foreign Subsidiary of
      Borrower to any wholly-owned direct Foreign Subsidiary thereof; (f) capital
      contributions by any US Credit Party to any wholly-owned direct Foreign
      Subsidiary thereof permitted under clause (i) of Section
      6.3;
      and (g)
      Credit Parties may make loans and advances to employees for moving,
      entertainment, travel and other similar expenses in the ordinary course of
      business not to exceed $50,000 to any employee and not to exceed $250,000 in
      the
      aggregate at any time outstanding. No Credit Party shall permit the Foreign
      Subsidiaries to have cash or cash equivalents which at any time exceed in the
      aggregate the lesser of (i) $40,000,000, and (ii) an amount equal to EBITDA
      of
      the Borrower and its Subsidiaries for the twelve Fiscal Month period ended
      at
      the end of Fiscal Month for which financial statements have most recently been
      required to delivered to Agent pursuant to paragraph (a) of Annex
      E.

     

    6.3 Indebtedness.
      No
      Credit Party shall create, incur, assume or permit to exist any Indebtedness,
      except (without duplication) (a) Indebtedness secured by purchase money security
      interests and Capital Leases permitted in Section
      6.7(c);
      (b) the
      Loans and the other Obligations; (c) unfunded pension fund and other employee
      benefit plan obligations and liabilities to the extent they are permitted to
      remain unfunded under applicable law; (d) existing Indebtedness described in
      Disclosure
      Schedule (6.3)
      and
      refinancings, amendments or modifications thereof that do not have the effect
      of
      increasing the principal amount thereof or changing the amortization thereof
      (other than to extend the same) and that are otherwise on terms and conditions
      no less favorable to any Credit Party, Agent or any Lender, as determined by
      Agent, than the terms of the Indebtedness being refinanced, amended or modified;
      (e) Indebtedness specifically permitted under Section
      6.17;
      (f) the
      Closing Date Earnouts and other unsecured Subordinated Debt and unsecured
      Indebtedness consisting of Earnouts, in each case, incurred by the Credit
      Parties to finance the purchase price of a Permitted Acquisition at the time
      of
      closing of such Permitted Acquisition; (g) Indebtedness of the Foreign
      Subsidiaries of Borrower (other than Kenabell Holding or any other Foreign
      Subsidiary organized under the laws The Peoples Republic of China including
      Hong
      Kong), including any such Indebtedness described in Disclosure
      Schedule (6.3)
      and
      refinancings, amendments or modifications thereof, in an aggregate outstanding
      principal amount not exceeding $15,000,000 at any time; (h) Indebtedness
      consisting of intercompany loans and advances made by Borrower to any other
      US
      Credit Party that is a Guarantor or by any such Guarantor to Borrower
or
      by any
      Foreign Subsidiary of Borrower to another Foreign Subsidiary of
      Borrower
      or by
      any Foreign Subsidiary of Borrower to any US Credit Party; (i) Indebtedness
      consisting of intercompany loans and advances made by any US Credit Party to
      any
      Foreign Subsidiary of Borrower and capital contributions by any US Credit Party
      to any wholly-owned direct Foreign Subsidiary thereof, provided
      that,
      with respect to this clause (i), (A) no Default or Event of Default would occur
      and be continuing after giving effect to any such proposed intercompany
      loan
      or
      capital contribution,
      (B)
      Borrower shall have Borrowing Availability of not less than $1,000,000 after
      giving effect to such intercompany loan or capital contribution, and (C) the
      aggregate amount of such
      intercompany loans and capital contributions made
      after
      the Closing Date by the US Credit Parties to the Foreign Subsidiaries of
      Borrower (net of loan repayments, dividends and distributions made after the
      Closing Date by the Foreign Subsidiaries of Borrower to US Credit Parties)
      shall
      not exceed $2,000,000 (excluding any such intercompany loans and capital
      contributions made to finance the Acquisitions, Permitted Acquisitions or
      Capital Expenditures permitted hereunder); and (j) Indebtedness consisting
      of
      deferred payments of insurance premiums incurred in the ordinary course of
      business. Any Credit Party receiving any intercompany loan under the foregoing
      clauses (h) or (i), shall have executed and delivered to any Credit Party making
      such loan or advance, a demand note (collectively, the “Intercompany
      Notes”)
      to
      evidence any such intercompany Indebtedness, which Intercompany Notes shall
      be
      (x) in form and substance reasonably satisfactory to Agent and any Intercompany
      Notes held by a US Credit Party shall be pledged and delivered to Agent pursuant
      to the applicable Pledge Agreement or Security Agreement as additional
      collateral security for the Obligations and (y) subordinated to the Obligations
      of the Credit Parties hereunder in a manner reasonably satisfactory to
      Agent.

     

    
      
        
        

      

      
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    6.4 Affiliate
      Transactions.
      Except
      as otherwise expressly permitted in this Section
      6
      with
      respect to Affiliates, no Credit Party shall enter into or be a party to any
      transaction with any other Credit Party or any Affiliate thereof except in
      the
      ordinary course of and pursuant to the reasonable requirements of such Credit
      Party’s business and upon fair and reasonable terms that are no less favorable
      to such Credit Party than would be obtained in a comparable arm’s length
      transaction with a Person not an Affiliate of such Credit Party. All such
      transactions existing as of the date hereof are described in Disclosure
      Schedule (6.4(a)).

     

    6.5 Capital
      Structure and Business.
      No
      Credit Party shall (a) make any changes in any of its business objectives,
      purposes or operations that could in any way adversely affect the repayment
      of
      the Loans or any of the other Obligations or could reasonably be expected to
      have or result in a Material Adverse Effect, (b) make any change in its capital
      structure as described in Disclosure
      Schedule (3.8),
      including the issuance or sale of any shares of Stock, warrants or other
      securities convertible into Stock or any revision of the terms of its
      outstanding Stock; provided,
      that
      Borrower may issue or sell its common Stock and warrants or other securities
      convertible into its common Stock so long as (i) the proceeds thereof are
      applied in prepayment of the Obligations to the extent required by Section
      1.3(b)(iii),
      and
      (ii) no Change of Control occurs after giving effect thereto, or (c) amend
      its
      charter or bylaws in a manner that would adversely affect Agent or Lenders
      or
      such Credit Party’s duty or ability to repay the Obligations. No Credit Party
      shall engage in any business other than the businesses currently engaged in
      by
      it or businesses reasonably related thereto.

     

    
      
        
        

      

      
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    6.6 Guaranteed
      Indebtedness.
      No
      Credit Party shall create, incur, assume or permit to exist any Guaranteed
      Indebtedness except (a) by endorsement of instruments or items of payment for
      deposit to the general account of any Credit Party, and (b) for Guaranteed
      Indebtedness incurred for the benefit of any other Credit Party if the primary
      obligation is expressly permitted by this Agreement; provided
      that no
      US Credit Party may guaranty any Indebtedness incurred pursuant to Section
      6.3(g)
      except
      for any guaranties existing as of the Closing Date and described on Disclosure
      Schedule (6.6).

     

    6.7 Liens.
      No
      Credit Party shall create, incur, assume or permit to exist any Lien on or
      with
      respect to its Accounts or any of its other properties or assets (whether now
      owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens
      in
      existence on the date hereof and summarized on Disclosure
      Schedule (6.7)
      securing
      Indebtedness described on Disclosure
      Schedule (6.3)
      and
      permitted refinancings, extensions and renewals thereof, including extensions
      or
      renewals of any such Liens; provided that the principal amount so secured is
      not
      increased and the Lien does not attach to any other property; (c) Liens created
      after the date hereof by conditional sale or other title retention agreements
      (including Capital Leases) or in connection with purchase money Indebtedness
      with respect to Equipment and Fixtures acquired by any Credit Party in the
      ordinary course of business, involving the incurrence of an aggregate amount
      of
      purchase money Indebtedness and Capital Lease Obligations of not more than
      $1,000,000 outstanding at any one time for all such Liens (provided that such
      Liens attach only to the assets subject to such purchase money debt and such
      Indebtedness is incurred within 20 days following such purchase and does not
      exceed 100% of the purchase price of the subject assets); and (d) Liens securing
      Indebtedness of certain Foreign Subsidiaries of Borrower permitted under
Section
      6.3(g);
      provided
      such
      Liens (x) do not encumber any Stock of any Foreign Subsidiary, and (y) only
      encumber assets of such Foreign Subsidiaries. In addition, no Credit Party
      shall
      become a party to any agreement, note, indenture or instrument, or take any
      other action, that would prohibit the creation of a Lien on any of its
      properties or other assets in favor of Agent, on behalf of itself and Lenders,
      as additional collateral for the Obligations, except operating leases, Capital
      Leases or Licenses which prohibit Liens upon the assets that are subject
      thereto.

     

    6.8 Sale
      of Stock and Assets.
      No
      Credit Party shall sell, transfer, convey, assign or otherwise dispose of any
      of
      its properties or other assets, including the Stock of any of its Subsidiaries
      (whether in a public or a private offering or otherwise) or any of its Accounts,
      other than (a) the sale of Inventory in the ordinary course of business, (b)
      the
      sale, transfer, conveyance or other disposition by a Credit Party of Equipment,
      Fixtures or Real Estate that are obsolete, (c) the sale, transfer, conveyance
      or
      other disposition by a Credit Party of Equipment, Fixtures or Real Estate having
      a value not exceeding $500,000 in any single transaction or $2,000,000 in the
      aggregate in any Fiscal Year, and (d) transfers contemplated under the BetaTHERM
      Reorganization. With respect to any disposition of assets or other properties
      permitted pursuant to clauses (b) and (c) above, subject to Section 1.3(b),
      Agent
      agrees on reasonable prior written notice to release its Lien on such assets
      or
      other properties in order to permit the applicable Credit Party to effect such
      disposition and shall execute and deliver to Borrower, at Borrower’s expense,
      appropriate UCC-3 termination statements and other releases as reasonably
      requested by Borrower.

     

    
      
        
        

      

      
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    6.9 ERISA.
      No
      Credit Party shall, or shall cause or permit any ERISA Affiliate to, cause
      or
      permit to occur an event that could result in the imposition of a Lien under
      Section 412 of the IRC or Section 302 or 4068 of ERISA or cause or permit to
      occur an ERISA Event to the extent such ERISA Event could reasonably be expected
      to have a Material Adverse Effect.

     

    6.10 Financial
      Covenants.
      Borrower shall not breach or fail to comply with any of the Financial
      Covenants.

     

    6.11 Hazardous
      Materials.
      No
      Credit Party shall cause or permit a Release of any Hazardous Material on,
      at,
      in, under, above, to, from or about any of the Real Estate where such Release
      would (a) violate in any respect, or form the basis for any Environmental
      Liabilities under, any Environmental Laws or Environmental Permits or (b)
      otherwise adversely impact the value or marketability of any of the Real Estate
      or any of the Collateral, other than such violations or Environmental
      Liabilities that could not reasonably be expected to have a Material Adverse
      Effect.

     

    6.12 Sale-Leasebacks.
      No
      Credit Party shall engage in any sale-leaseback, synthetic lease or similar
      transaction involving any of its assets.

     

    6.13 Cancellation
      of Indebtedness.
      No
      Credit Party shall cancel any claim or debt owing to it, except for reasonable
      consideration negotiated on an arm’s-length basis and in the ordinary course of
      its business consistent with past practices.

     

    6.14 Restricted
      Payments.
      No
      Credit Party shall make any Restricted Payment, except (a) intercompany
      loans and advances between Borrower and its Subsidiaries to the extent permitted
      by Section
      6.3,
      (b) dividends and distributions by Subsidiaries of Borrower paid to
      Borrower, (c) employee loans permitted under Section
      6.2(g),
      (d) payments of principal and interest of Intercompany Notes issued in
      accordance with Section
      6.3,
      (e) payments of principal of and interest on Subordinated Debt to the
      extent expressly permitted under the subordination provisions and agreements
      relating thereto, and (f) repurchase or redemption by Borrower of its Stock
      in
      an aggregate amount not exceeding $1,000,000 in any Fiscal Year and not
      exceeding $4,000,000 after the Closing Date.

     

    6.15 Change
      of Corporate Name or Location; Change of Fiscal Year.
      No US
      Credit Party shall (a) change its name as it appears in official filings in
      the
      state of its incorporation or other organization, (b) change its chief executive
      office, principal place of business, corporate offices or warehouses or
      locations at which Collateral is held or stored, or the location of its records
      concerning the Collateral, (c) change the type of entity that it is, (d) change
      its organization identification number, if any, issued by its state of
      incorporation or other organization, or (e) change its state of incorporation
      or
      organization, in each case without at least 30 days prior written notice to
      Agent and after Agent’s written acknowledgment that any reasonable action
      requested by Agent in connection therewith, including to continue the perfection
      of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, has
      been completed or taken, and provided
      that any
      such new location shall be in the continental United States. No
      Credit
      Party shall change its Fiscal Year.

     

    
      
        
        

      

      
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    6.16 No
      Impairment of Intercompany Transfers.
      No
      Credit Party shall directly or indirectly enter into or become bound by any
      agreement, instrument, indenture or other obligation that could directly or
      indirectly restrict, prohibit or require the consent of any Person with respect
      to the payment of dividends or distributions or the making or repayment of
      intercompany loans by a Subsidiary of Borrower to Borrower, other than such
      restrictions under the Loan Documents and such restrictions on Foreign
      Subsidiaries of Borrower pursuant to documents evidencing Indebtedness of such
      Foreign Subsidiaries permitted under clause (g) of Section
      6.3).

     

    6.17 No
      Speculative Transactions.
      No
      Credit Party shall engage in any transaction involving commodity options,
      futures contracts or similar transactions, except solely to hedge against
      fluctuations in the prices of commodities owned or purchased by it and the
      values of foreign currencies receivable or payable by it and interest swaps,
      caps or collars.

     

    6.18 Changes
      Relating to the Acquisition Agreements.
      Without
      the prior written consent of Agent, no
      Credit
      Party shall change or amend the terms of the BetaTHERM Acquisition Agreement
      or
      the YSIS Acquisition Agreement in any manner materially adverse to the Credit
      Parties.

     

    6.19 Intermediate
      Holdings.
      Intermediate Holdings shall not engage in any trade or business, or own any
      assets (other than Stock of its Subsidiaries) or incur any Indebtedness (other
      than Indebtedness consisting of subordinated intercompany loans and advances
      permitted by Section
      6.3(h))
      or
      Guaranteed Indebtedness (other than the Obligations).

     

    7. TERM

     

    7.1 Termination.
      The
      financing arrangements contemplated hereby shall be in effect until the
      Commitment Termination Date, and the Loans and all other Obligations (other
      than
      Rate Management Obligations) shall be automatically due and payable in full
      on
      such date.

     

    7.2 Survival
      of Obligations Upon Termination of Financing Arrangements.
      Except
      as otherwise expressly provided for in the Loan Documents, no termination or
      cancellation (regardless of cause or procedure) of any financing arrangement
      under this Agreement shall in any way affect or impair the obligations, duties
      and liabilities of the Credit Parties or the rights of Agent and Lenders
      relating to any unpaid portion of the Loans or any other Obligations, due or
      not
      due, liquidated, contingent or unliquidated or any transaction or event
      occurring prior to such termination, or any transaction or event, the
      performance of which is required after the Commitment Termination Date. Except
      as otherwise expressly provided herein or in any other Loan Document, all
      undertakings, agreements, covenants, warranties and representations of or
      binding upon the Credit Parties, and all rights of Agent and each Lender, all
      as
      contained in the Loan Documents, shall not terminate or expire, but rather
      shall
      survive any such termination or cancellation and shall continue in full force
      and effect until the Termination Date; provided,
      that
      the provisions of Section
      11,
      the
      payment obligations under Sections
      1.15 and 1.16,
      and the
      indemnities contained in the Loan Documents shall survive the Termination
      Date.

     

    
      
        
        

      

      
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    8. EVENTS
      OF DEFAULT; RIGHTS AND REMEDIES

     

    8.1 Events
      of Default.
      The
      occurrence of any one or more of the following events (regardless of the reason
      therefor) shall constitute an “Event
      of Default”
      hereunder:

     

    (a) Borrower
      (i) fails to make any payment of principal of the Loans when due and payable,
      (ii) fails to make any payment of interest on, or Fees owing in respect of,
      the
      Loans or any of the other Obligations within 5 days of the due date or (iii)
      fails to pay or reimburse Agent or Lenders for any expense reimbursable
      hereunder or under any other Loan Document within 10 days following Agent’s
      demand for such reimbursement or payment of expenses.

     

    (b) Any
      Credit Party fails or neglects to perform, keep or observe any of the provisions
      of Sections
      1.4, 1.8, 5.4(a), 5.15 or 6,
      or any
      of the provisions set forth in Annexes
      C or G,
      respectively.

     

    (c) Borrower
      fails or neglects to perform, keep or observe any of the provisions of
Section
      4
      or any
      provisions set forth in Annex
      E,
      and the
      same shall remain unremedied for 3 days or more.

     

    (d) Any
      Credit Party fails or neglects to perform, keep or observe any other provision
      of this Agreement or of any of the other Loan Documents (other than any
      provision embodied in or covered by any other clause of this Section
      8.1)
      and the
      same shall remain unremedied for 20 days or more.

     

    (e) A
      default
      or breach occurs under any other agreement, document or instrument to which
      any
      Credit Party is a party that is not cured within any applicable grace period
      therefor, and such default or breach (i) involves the failure to make any
      payment when due in respect of any Indebtedness or Guaranteed Indebtedness
      (other than the Obligations) of any Credit Party in excess of $500,000 in the
      aggregate (including (x) undrawn committed or available amounts and (y) amounts
      owing to all creditors under any combined or syndicated credit arrangements),
      or
      (ii) causes, or permits any holder of such Indebtedness or Guaranteed
      Indebtedness or a trustee to cause, Indebtedness or Guaranteed Indebtedness
      or a
      portion thereof in excess of $500,000 in the aggregate to become due prior
      to
      its stated maturity or prior to its regularly scheduled dates of payment, or
      cash collateral to be demanded in respect thereof, in each case, regardless
      of
      whether such default is waived, or such right is exercised, by such holder
      or
      trustee.

     

    (f) Any
      representation or warranty herein or in any Loan Document or in any written
      statement, report, financial statement or certificate made or delivered to
      Agent
      or any Lender by any Credit Party is untrue or incorrect in any material respect
      as of the date when made or deemed made.

     

    (g) Assets
      of
      any Credit Party with a fair market value of $250,000 or more are attached,
      seized, levied upon or subjected to a writ or distress warrant, or come within
      the possession of any receiver, trustee, custodian or assignee for the benefit
      of creditors of any Credit Party and such condition continues for 30 days or
      more.

     

    
      
        
        

      

      
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    (h) A
      case or
      proceeding is commenced against any Credit Party seeking a decree or order
      in
      respect of such Credit Party (i) under the Bankruptcy Code or any other
      applicable federal, state or foreign bankruptcy or other similar law, (ii)
      appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator
      (or similar official) for such Credit Party or for any substantial part of
      any
      such Credit Party’s assets, or (iii) ordering the winding-up or liquidation
      of the affairs of such Credit Party, and such case or proceeding shall remain
      undismissed or unstayed for 60 days or more or a decree or order granting the
      relief sought in such case or proceeding by a court of competent
      jurisdiction.

     

    (i) Any
      Credit Party (i) files a petition seeking relief under the Bankruptcy Code
      or
      any other applicable federal, state or foreign bankruptcy or other similar
      law,
      (ii) consents to or fails to contest in a timely and appropriate manner to
      the
      institution of proceedings thereunder or to the filing of any such petition
      or
      to the appointment of or taking possession by a custodian, receiver, liquidator,
      assignee, trustee or sequestrator (or similar official) for such Credit Party
      or
      for any substantial part of any such Credit Party’s assets, (iii) makes an
      assignment for the benefit of creditors, or (iv) takes any action in furtherance
      of any of the foregoing, or (v) admits in writing its inability to, or is
      generally unable to, pay its debts as such debts become due.

     

    (j) A
      final
      judgment or judgments for the payment of money in excess of $500,000 in the
      aggregate at any time are outstanding against one or more of the Credit Parties
      and the same are not, within 30 days after the entry thereof, discharged or
      execution thereof stayed or bonded pending appeal, or such judgments are not
      discharged prior to the expiration of any such stay.

     

    (k) Any
      material provision of any Loan Document for any reason ceases to be valid,
      binding and enforceable in accordance with its terms (or any Credit Party shall
      challenge the enforceability of any Loan Document or shall assert in writing,
      or
      engage in any action or inaction based on any such assertion, that any provision
      of any of the Loan Documents has ceased to be or otherwise is not valid, binding
      and enforceable in accordance with its terms), or any Lien created under any
      Loan Document ceases to be a valid and perfected first priority Lien (except
      as
      otherwise permitted herein or therein) in any of the Collateral purported to
      be
      covered thereby.

     

    (l) Any
      Change of Control occurs.

     

    (m) Any
      event
      occurs, whether or not insured or insurable, as a result of which
      revenue-producing activities cease or are substantially curtailed at any owned
      or leased facility of Borrower generating more than 20% of Borrower’s revenues
      for the Fiscal Year preceding such event and such cessation or curtailment
      continues for more than 20 days.

     

    (n) The
      BetaTHERM Acquisition (including payment of the purchase price and transfer
      of
      the Shares (as defined in the BetaTHERM Acquisition Agreement) to the Credit
      Parties) shall fail to be consummated in accordance with the terms of the
      BetaTHERM Acquisition Agreement within one (1) Business Day after the Closing
      Date.

     

    
      
        
        

      

      
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    (o) The
      YSIS
      Acquisition (including payment of the purchase price and transfer of the Shares
      (as defined in the YSIS Acquisition Agreement) to the Credit Parties) shall
      fail
      to be consummated in accordance with the terms of the YSIS Acquisition Agreement
      by 5:00 p.m. New York time on the Closing Date.

     

    8.2 Remedies.

     

    (a) If
      any
      Default or Event of Default has occurred and is continuing, Agent may (and
      at
      the written request of the Requisite Lenders shall), without notice, suspend
      the
      Revolving Loan facility with respect to additional Advances and/or the
      incurrence of additional Letter of Credit Obligations, whereupon any additional
      Advances and additional Letter of Credit Obligations shall be made or incurred
      in Agent’s sole discretion (or in the sole discretion of the Requisite Lenders,
      if such suspension occurred at their direction) so long as such Default or
      Event
      of Default is continuing. If any Default or Event of Default has occurred and
      is
      continuing, Agent may (and at the written request of Requisite Lenders shall),
      without notice except as otherwise expressly provided herein, increase the
      rate
      of interest applicable to the Loans and the Letter of Credit Fees to the Default
      Rate.

     

    (b) If
      any
      Event of Default has occurred and is continuing, Agent may (and at the written
      request of the Requisite Lenders shall), without notice: (i) terminate the
      Revolving Loan facility with respect to further Advances or the incurrence
      of
      further Letter of Credit Obligations; (ii) declare all or any portion of
      the Obligations (other than Rate Management Obligations), including all or
      any
      portion of any Loan to be forthwith due and payable, and require that the Letter
      of Credit Obligations be cash collateralized as provided in Annex
      B
      and
      require that the Rate Management Obligations be cash collateralized as provided
      in Section
      1.18,
      all
      without presentment, demand, protest or further notice of any kind, all of
      which
      are expressly waived by Borrower and each other Credit Party; or
      (iii) exercise any rights and remedies provided to Agent under the Loan
      Documents or at law or equity, including all remedies provided under the Code;
      provided, that upon the occurrence of an Event of Default specified in
Sections
      8.1(h) or (i),
      the
      Revolving Loan facility shall be immediately terminated and all of the
      Obligations
      (other
      than Rate Management Obligations),
      including the Revolving Loan, shall become immediately due and payable without
      declaration, notice or demand by any Person.

     

    8.3 Waivers
      by Credit Parties.
      Except
      as otherwise provided for in this Agreement or by applicable law, each Credit
      Party waives: (a) presentment, demand and protest and notice of presentment,
      dishonor, notice of intent to accelerate, notice of acceleration, protest,
      default, nonpayment, maturity, release, compromise, settlement, extension or
      renewal of any or all commercial paper, accounts, contract rights, documents,
      instruments, chattel paper and guaranties at any time held by Agent on which
      any
      Credit Party may in any way be liable, and hereby ratifies and confirms whatever
      Agent may do in this regard, (b) all rights to notice and a hearing prior to
      Agent’s taking possession or control of, or to Agent’s replevy, attachment or
      levy upon, the Collateral or any bond or security that might be required by
      any
      court prior to allowing Agent to exercise any of its remedies, and (c) the
      benefit of all valuation, appraisal, marshaling and exemption laws.

     

    
      
        
        

      

      
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    9. ASSIGNMENT
      AND PARTICIPATIONS; APPOINTMENT OF AGENT

     

    9.1 Assignment
      and Participations.

     

    (a) Subject
      to the terms of this Section
      9.1,
      any
      Lender may make an assignment to a Qualified Assignee of, or sale of
      participations in, at any time or times, the Loan Documents, Loans, Letter
      of
      Credit Obligations and any Commitment or any portion thereof or interest
      therein, including any Lender’s rights, title, interests, remedies, powers or
      duties thereunder. Any assignment by a Lender shall: (i) require the
      consent of Agent (which consent shall not be unreasonably withheld or delayed
      with respect to a Qualified Assignee and which consent shall not be required
      with respect to an assignment by a Lender to its Affiliate or an assignment
      by a
      Lender to another Lender) and the execution of an assignment agreement (an
      “Assignment
      Agreement”)
      substantially in the form attached hereto as Exhibit
      9.1(a)
      and
      otherwise in form and substance reasonably satisfactory to, and acknowledged
      by,
      Agent; (ii) after giving effect to any such partial assignment, the assignee
      Lender shall have Commitments in an amount at least equal to $3,000,000; and
      (iii) include a payment to Agent of an assignment fee of $3,500 (which fee
      shall
      not be payable with respect to an assignment by a Lender to its Affiliate or
      an
      assignment by a Lender to another Lender). In the case of an assignment by
      a
      Lender under this Section
      9.1,
      the
      assignee shall have, to the extent of such assignment, the same rights, benefits
      and obligations as all other Lenders hereunder. The assigning Lender shall
      be
      relieved of its obligations hereunder with respect to its Commitments or
      assigned portion thereof from and after the date of such assignment. Borrower
      hereby acknowledges and agrees that any assignment shall give rise to a direct
      obligation of Borrower to the assignee and that the assignee shall be considered
      to be a “Lender”. In all instances, each Lender’s liability to make Loans
      hereunder shall be several and not joint and shall be limited to such Lender’s
      Pro Rata Share of the applicable Commitment. In the event Agent or any Lender
      assigns or otherwise transfers all or any part of the Obligations, Agent or
      any
      such Lender shall so notify Borrower and Borrower shall, upon the request of
      Agent or such Lender, execute new Notes in exchange for the Notes, if any,
      being
      assigned. Notwithstanding the foregoing provisions of this Section
      9.1(a),
      any
      Lender may at any time pledge the Obligations held by it and such Lender’s
      rights under this Agreement and the other Loan Documents to a Federal Reserve
      Bank, and any lender that is an investment fund may assign the Obligations
      held
      by it and such Lender’s rights under this Agreement and the other Loan Documents
      to another investment fund managed by the same investment advisor; provided,
      that no such pledge to a Federal Reserve Bank shall release such Lender from
      such Lender’s obligations hereunder or under any other Loan
      Document.

     

    (b) Any
      participation by a Lender of all or any part of its Commitments shall be made
      with the understanding that all amounts payable by Borrower hereunder shall
      be
      determined as if that Lender had not sold such participation, and that the
      holder of any such participation shall not be entitled to require such Lender
      to
      take or omit to take any action hereunder except actions directly affecting
      (i)
      any reduction in the principal amount of, or interest rate or Fees payable
      with
      respect to, any Loan in which such holder participates, (ii) any extension
      of
      the scheduled amortization of the principal amount of any Loan in which such
      holder participates or the final maturity date thereof, and (iii) any release
      of
      all or substantially all of the Collateral (other than in accordance with the
      terms of this Agreement, the Collateral Documents or the other Loan Documents).
      Solely for purposes of Sections
      1.13, 1.15, 1.16
      and
9.8,
      Borrower acknowledges and agrees that a participation shall give rise to a
      direct obligation of Borrower to the participant and the participant shall
      be
      considered to be a “Lender”. Except as set forth in the preceding sentence
      neither Borrower nor any other Credit Party shall have any obligation or duty
      to
      any participant. Neither Agent nor any Lender (other than the Lender selling
      a
      participation) shall have any duty to any participant and may continue to deal
      solely with the Lender selling a participation as if no such sale had
      occurred.

     

    
      
        
        

      

      
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    (c) Except
      as
      expressly provided in this Section
      9.1,
      no
      Lender shall, as between Borrower and that Lender, or Agent and that Lender,
      be
      relieved of any of its obligations hereunder as a result of any sale,
      assignment, transfer or negotiation of, or granting of participation in, all
      or
      any part of the Loans, the Notes or other Obligations owed to such
      Lender.

     

    (d) Each
      US
      Credit Party executing this Agreement shall assist any Lender permitted to
      sell
      assignments or participations under this Section
      9.1
      as
      reasonably required to enable the assigning or selling Lender to effect any
      such
      assignment or participation, including the execution and delivery of any and
      all
      agreements, notes and other documents and instruments as shall be requested
      and
      the preparation of informational materials for, and the participation of
      management in meetings with, potential assignees or participants. Each US Credit
      Party executing this Agreement shall certify the correctness, completeness
      and
      accuracy of all descriptions of the Credit Parties and their respective affairs
      contained in any selling materials provided by it and all other information
      provided by it and included in such materials, except that any Projections
      delivered by Borrower shall only be certified by Borrower as having been
      prepared by Borrower in compliance with the representations contained in
Section
      3.4(c).

     

    (e) A
      Lender
      may furnish any information concerning Credit Parties in the possession of
      such
      Lender from time to time to assignees and participants (including prospective
      assignees and participants); provided that such Lender shall obtain from
      assignees or participants confidentiality covenants substantially equivalent
      to
      those contained in Section
      11.8.

     

    (f) Notwithstanding
      anything to the contrary contained herein, any Lender (a “Granting
      Lender”),
      may
      grant to a special purpose funding vehicle (an “SPC”),
      identified as such in writing by the Granting Lender to Agent and Borrower,
      the
      option to provide to Borrower all or any part of any Loans that such Granting
      Lender would otherwise be obligated to make to Borrower pursuant to this
      Agreement; provided that (i) nothing herein shall constitute a commitment by
      any
      SPC to make any Loan; and (ii) if an SPC elects not to exercise such option
      or
      otherwise fails to provide all or any part of such Loan, the Granting Lender
      shall be obligated to make such Loan pursuant to the terms hereof. The making
      of
      a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
      to the same extent, and as if such Loan were made by such Granting Lender.
      No
      SPC shall be liable for any indemnity or similar payment obligation under this
      Agreement (all liability for which shall remain with the Granting Lender).
      Any
      SPC may (i) with notice to, but without the prior written consent of, Borrower
      and Agent and assign all or a portion of its interests in any Loans to the
      Granting Lender or to any financial institutions (consented to by Borrower
      and
      Agent) providing liquidity and/or credit support to or for the account of such
      SPC to support the funding or maintenance of Loans and (ii) disclose on a
      confidential basis any non-public information relating to its Loans to any
      rating agency, commercial paper dealer or provider of any surety, guarantee
      or
      credit or liquidity enhancement to such SPC. This Section
      9.1(g)
      may not
      be amended without the prior written consent of each Granting Lender, all or
      any
      of whose Loans are being funded by an SPC at the time of such amendment. For
      the
      avoidance of doubt, the Granting Lender shall for all purposes, including
      without limitation, the approval of any amendment or waiver of any provision
      of
      any Loan Document or the obligation to pay any amount otherwise payable by
      the
      Granting Lender under the Loan Documents, continue to be the Lender of record
      hereunder.

     

    
      
        
        

      

      
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    (g) Nothing
      contained in this Section 9 shall require the consent of any party for GE
      Capital to assign any of its rights in respect of any Swap Related Reimbursement
      Obligation.

     

    9.2 Appointment
      of Agent.
      GE
      Capital is hereby appointed to act on behalf of all Lenders as Agent under
      this
      Agreement and the other Loan Documents. The provisions of this Section
      9.2
      are
      solely for the benefit of Agent and Lenders and no Credit Party nor any other
      Person shall have any rights as a third party beneficiary of any of the
      provisions hereof. In performing its functions and duties under this Agreement
      and the other Loan Documents, Agent shall act solely as an agent of Lenders
      and
      does not assume and shall not be deemed to have assumed any obligation toward
      or
      relationship of agency or trust with or for any Credit Party or any other
      Person. Agent shall have no duties or responsibilities except for those
      expressly set forth in this Agreement and the other Loan Documents. The duties
      of Agent shall be mechanical and administrative in nature and Agent shall not
      have, or be deemed to have, by reason of this Agreement, any other Loan Document
      or otherwise a fiduciary relationship in respect of any Lender. Except as
      expressly set forth in this Agreement and the other Loan Documents, Agent shall
      not have any duty to disclose, and shall not be liable for failure to disclose,
      any information relating to any Credit Party or any of their respective
      Subsidiaries or any Account Debtor that is communicated to or obtained by GE
      Capital or any of its Affiliates in any capacity. Neither Agent nor any of
      its
      Affiliates nor any of their respective officers, directors, employees, agents
      or
      representatives shall be liable to any Lender for any action taken or omitted
      to
      be taken by it hereunder or under any other Loan Document, or in connection
      herewith or therewith, except for damages caused by its or their own gross
      negligence or willful misconduct.

     

    If
      Agent
      shall request instructions from Requisite Lenders or all affected Lenders with
      respect to any act or action (including failure to act) in connection with
      this
      Agreement or any other Loan Document, then Agent shall be entitled to refrain
      from such act or taking such action unless and until Agent shall have received
      instructions from Requisite Lenders or all affected Lenders, as the case may
      be,
      and Agent shall not incur liability to any Person by reason of so refraining.
      Agent shall be fully justified in failing or refusing to take any action
      hereunder or under any other Loan Document (a) if such action would, in the
      opinion of Agent, be contrary to law or the terms of this Agreement or any
      other
      Loan Document, (b) if such action would, in the opinion of Agent, expose Agent
      to Environmental Liabilities or (c) if Agent shall not first be indemnified
      to
      its satisfaction against any and all liability and expense which may be incurred
      by it by reason of taking or continuing to take any such action. Without
      limiting the foregoing, no Lender shall have any right of action whatsoever
      against Agent as a result of Agent acting or refraining from acting hereunder
      or
      under any other Loan Document in accordance with the instructions of Requisite
      Lenders or all affected Lenders, as applicable.

     

    9.3 Agent’s
      Reliance, Etc.
      Neither
      Agent nor any of its Affiliates nor any of their respective directors, officers,
      agents or employees shall be liable for any action taken or omitted to be taken
      by it or them under or in connection with this Agreement or the other Loan
      Documents, except for damages caused by its or their own gross negligence or
      willful misconduct. Without limiting the generality of the foregoing, Agent:
      (a)
      may treat the payee of any Note as the holder thereof until Agent receives
      written notice of the assignment or transfer thereof signed by such payee and
      in
      form reasonably satisfactory to Agent; (b) may consult with legal counsel,
      independent public accountants and other experts selected by it and shall not
      be
      liable for any action taken or omitted to be taken by it in good faith in
      accordance with the advice of such counsel, accountants or experts;
      (c) makes no warranty or representation to any Lender and shall not be
      responsible to any Lender for any statements, warranties or representations
      made
      in or in connection with this Agreement or the other Loan Documents; (d) shall
      not have any duty to ascertain or to inquire as to the performance or observance
      of any of the terms, covenants or conditions of this Agreement or the other
      Loan
      Documents on the part of any Credit Party or to inspect the Collateral
      (including the books and records) of any Credit Party; (e) shall not be
      responsible to any Lender for the due execution, legality, validity,
      enforceability, genuineness, sufficiency or value of this Agreement or the
      other
      Loan Documents or any other instrument or document furnished pursuant hereto
      or
      thereto; and (f) shall incur no liability under or in respect of this Agreement
      or the other Loan Documents by acting upon any notice, consent, certificate
      or
      other instrument or writing (which may be by telecopy, telegram, cable or telex)
      believed by it to be genuine and signed or sent by the proper party or
      parties.

     

    
      
        
        

      

      
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    9.4 GE
      Capital and Affiliates.
      With
      respect to its Commitments hereunder, GE Capital shall have the same rights
      and powers under this Agreement and the other Loan Documents as any other Lender
      and may exercise the same as though it were not Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include GE Capital in its
      individual capacity. GE Capital and its Affiliates may lend money to, invest
      in,
      and generally engage in any kind of business with, any Credit Party, any of
      their Affiliates and any Person who may do business with or own securities
      of
      any Credit Party or any such Affiliate, all as if GE Capital were not Agent
      and
      without any duty to account therefor to Lenders. GE Capital and its Affiliates
      may accept fees and other consideration from any Credit Party for services
      in
      connection with this Agreement or otherwise without having to account for the
      same to Lenders. No Lender identified on the facing page or signature pages
      of
      this Agreement as a “syndication agent”
      or
“documentation agent”
      shall
      have any right, power, obligation, liability, responsibility or duty under
      this
      Agreement other than those applicable to a Lender as such. Without limiting
      the
      foregoing, no Lender so identified as a “syndication agent” or “documentation
      agent” shall have or be deemed to have any fiduciary relationship with any
      Lender. Each Lender acknowledges that it has not relied, and will not rely,
      on
      any of the Lenders so identified in deciding to enter into this Agreement or
      in
      taking or not taking action hereunder.

     

    9.5 Lender
      Credit Decision.
      Each
      Lender acknowledges that it has, independently and without reliance upon Agent
      or any other Lender and based on the Financial Statements referred to in
Section
      3.4(a)
      and such
      other documents and information as it has deemed appropriate, made its own
      credit and financial analysis of the Credit Parties and its own decision to
      enter into this Agreement. Each Lender also acknowledges that it will,
      independently and without reliance upon Agent or any other Lender and based
      on
      such documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action under
      this Agreement. Each Lender acknowledges the potential conflict of interest
      of
      each other Lender as a result of Lenders holding disproportionate interests
      in
      the Loans, and expressly consents to, and waives any claim based upon, such
      conflict of interest.

     

    
      
        
        

      

      
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    9.6 Indemnification.
      Lenders
      agree to indemnify Agent (to the extent not reimbursed by Credit Parties and
      without limiting the obligations of Borrower hereunder), ratably according
      to
      their respective Pro Rata Shares, from and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements of any kind or nature whatsoever that may be imposed
      on, incurred by, or asserted against Agent in any way relating to or arising
      out
      of this Agreement or any other Loan Document or any action taken or omitted
      to
      be taken by Agent in connection therewith; provided,
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from Agent’s gross negligence or willful misconduct. Without limiting
      the foregoing, each Lender agrees to reimburse Agent promptly upon demand for
      its ratable share of any out-of-pocket expenses (including reasonable counsel
      fees) incurred by 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 and each other Loan Document,
      to the extent that Agent is not reimbursed for such expenses by Credit
      Parties.

     

    9.7 Successor
      Agent.
      Agent
      may resign at any time by giving not less than 30 days’ prior written notice
      thereof to Lenders and Borrower. Upon any such resignation, the Requisite
      Lenders shall have the right to appoint a successor Agent. If no successor
      Agent
      shall have been so appointed by the Requisite Lenders and shall have accepted
      such appointment within 30 days after the resigning Agent’s giving notice of
      resignation, then the resigning Agent may, on behalf of Lenders, appoint a
      successor Agent, which shall be a Lender, if a Lender is willing to accept
      such
      appointment, or otherwise shall be a commercial bank or financial institution
      or
      a subsidiary of a commercial bank or financial institution if such commercial
      bank or financial institution is organized under the laws of the United States
      of America or of any State thereof and has a combined capital and surplus of
      at
      least $300,000,000. If no successor Agent has been appointed pursuant to the
      foregoing, within 30 days after the date such notice of resignation was given
      by
      the resigning Agent, such resignation shall become effective and the Requisite
      Lenders shall thereafter perform all the duties of Agent hereunder until such
      time, if any, as the Requisite Lenders appoint a successor Agent as provided
      above. Any successor Agent appointed by Requisite Lenders hereunder shall be
      subject to the approval of Borrower, such approval not to be unreasonably
      withheld or delayed; provided
      that
      such approval shall not be required if a Default or an Event of Default has
      occurred and is continuing. Upon the acceptance of any appointment as Agent
      hereunder by a successor Agent, such successor Agent shall succeed to and become
      vested with all the rights, powers, privileges and duties of the resigning
      Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder
      by a successor Agent or the effective date of the resigning Agent’s resignation,
      the resigning Agent shall be discharged from its duties and obligations under
      this Agreement and the other Loan Documents, except that any indemnity rights
      or
      other rights in favor of such resigning Agent shall continue. After any
      resigning Agent’s resignation hereunder, the provisions of this Section
      9
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was acting as Agent under this Agreement and the other Loan
      Documents.

     

    
      
        
        

      

      
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    9.8 Setoff
      and Sharing of Payments.
      In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, upon the occurrence and during the
      continuance of any Event of Default and subject to Section
      9.9(f),
      each
      Lender is hereby authorized at any time or from time to time, without notice
      to
      any Credit Party or to any other Person, any such notice being hereby expressly
      waived, to offset and to appropriate and to apply any and all balances held
      by
      it at any of its offices for the account of Borrower or any Guarantor
      (regardless of whether such balances are then due to Borrower or any Guarantor)
      and any other properties or assets at any time held or owing by that Lender
      or
      that holder to or for the credit or for the account of Borrower or any Guarantor
      against and on account of any of the Obligations that are not paid when due.
      Any
      Lender exercising a right of setoff or otherwise receiving any payment on
      account of the Obligations in excess of its Pro Rata Share thereof shall
      purchase for cash (and the other Lenders or holders shall sell) such
      participations in each such other Lender’s or holder’s Pro Rata Share of the
      Obligations as would be necessary to cause such Lender to share the amount
      so
      offset or otherwise received with each other Lender or holder in accordance
      with
      their respective Pro Rata Shares, (other than offset rights exercised by any
      Lender with respect to Sections
      1.13, 1.15 or 1.16).
      Borrower and each Guarantor agrees, to the fullest extent permitted by law,
      that
      (a) any Lender may exercise its right to offset with respect to amounts in
      excess of its Pro Rata Share of the Obligations and may sell participations
      in
      such amounts so offset to other Lenders and holders and (b) any Lender so
      purchasing a participation in the Loans made or other Obligations held by other
      Lenders or holders may exercise all rights of offset, bankers’ lien,
      counterclaim or similar rights with respect to such participation as fully
      as if
      such Lender or holder were a direct holder of the Loans and the other
      Obligations in the amount of such participation. Notwithstanding the foregoing,
      if all or any portion of the offset amount or payment otherwise received is
      thereafter recovered from the Lender that has exercised the right of offset,
      the
      purchase of participations by that Lender shall be rescinded and the purchase
      price restored without interest.

     

    9.9 Advances;
      Payments; Non-Funding Lenders; Information; Actions in Concert.

     

    (a) Advances;
      Payments.

     

    (i) Agent
      shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving
      Advance and in any event prior to 1:00 p.m. (New York time) on the date such
      Notice of Revolving Advance is received, by telecopy, telephone or other similar
      form of transmission. Each Revolving Lender shall make the amount of such
      Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in
      same day funds by wire transfer to Agent’s account as set forth in Annex
      H
      not
      later than 3:00 p.m. (New York time) on the requested funding date, in the
      case
      of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the
      requested funding date in the case of a LIBOR Loan. After receipt of such wire
      transfers (or, in Agent’s sole discretion, before receipt of such wire
      transfers), subject to the terms hereof, Agent shall make the requested
      Revolving Credit Advance to Borrower. All payments by each Revolving Lender
      shall be made without setoff, counterclaim or deduction of any
      kind.

     

    (ii) On
      the
      first Business Day after receipt from Borrower of any payment of principal,
      interest and Fees or more frequently at Agent’s election (each, a “Settlement
      Date”),
      Agent
      shall advise each Lender by telephone, or telecopy of the amount of such
      Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of
      Lenders with respect to each applicable Loan. Provided that each Lender has
      funded all payments and Advances required to be made by it and purchased all
      participations required to be purchased by it under this Agreement and the
      other
      Loan Documents as of such Settlement Date, Agent shall pay to each Lender such
      Lender’s Pro Rata Share of principal,
      interest and Fees paid by Borrower since
      the
      previous Settlement Date for the benefit of such Lender on the Loans held by
      it.
      To the extent that any Lender (a “Non-Funding
      Lender”)
      has
      failed to fund all such payments and Advances or failed to fund the purchase
      of
      all such participations, Agent shall be entitled to set off the funding
      short-fall against that Non-Funding Lender’s Pro Rata Share of all payments
      received from Borrower. Such payments shall be made by wire transfer to such
      Lender’s account (as specified by such Lender in Annex
      H
      or the
      applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on
      the
      next Business Day following each Settlement Date.

     

    
      
        
        

      

      
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    (b) Availability
      of Lender’s Pro Rata Share.
      Agent
      may assume that each Revolving Lender will make its Pro Rata Share of each
      Revolving Credit Advance available to Agent on each funding date. If such Pro
      Rata Share is not, in fact, paid to Agent by such Revolving Lender when due,
      Agent will be entitled to recover such amount on demand from such Revolving
      Lender without setoff, counterclaim or deduction of any kind. If any Revolving
      Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s
      demand, Agent shall promptly notify Borrower and Borrower shall immediately
      repay such amount to Agent. Nothing in this Section
      9.9(b)
      or
      elsewhere in this Agreement or the other Loan Documents shall be deemed to
      require Agent to advance funds on behalf of any Revolving Lender or to relieve
      any Revolving Lender from its obligation to fulfill its Commitments hereunder
      or
      to prejudice any rights that Borrower may have against any Revolving Lender
      as a
      result of any default by such Revolving Lender hereunder. To the extent that
      Agent advances funds to Borrower on behalf of any Revolving Lender and is not
      reimbursed therefor on the same Business Day as such Advance is made, Agent
      shall be entitled to retain for its account all interest accrued on such Advance
      until reimbursed by the applicable Revolving Lender.

     

    (c) Return
      of Payments.

     

    (i) If
      Agent
      pays an amount to a Lender under this Agreement in the belief or expectation
      that a related payment has been or will be received by Agent from Borrower
      and
      such related payment is not received by Agent, then Agent will be entitled
      to
      recover such amount from such Lender on demand without setoff, counterclaim
      or
      deduction of any kind.

     

    (ii) If
      Agent
      determines at any time that any amount received by Agent under this Agreement
      must be returned to Borrower or paid to any other Person pursuant to any
      insolvency law or otherwise, then, notwithstanding any other term or condition
      of this Agreement or any other Loan Document, Agent will not be required to
      distribute any portion thereof to any Lender. In addition, each Lender will
      repay to Agent on demand any portion of such amount that Agent has distributed
      to such Lender, together with interest at such rate, if any, as Agent is
      required to pay to Borrower or such other Person, without setoff, counterclaim
      or deduction of any kind.

     

    
      
        
        

      

      
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    (d) Non-Funding
      Lenders.
      The
      failure of any Non-Funding Lender to make any Revolving Credit Advance or any
      payment required by it hereunder on the date specified therefor shall not
      relieve any other Lender (each such other Revolving Lender, an “Other
      Lender”)
      of its
      obligations to make such Advance or purchase such participation on such date,
      but neither any Other Lender nor Agent shall be responsible for the failure
      of
      any Non-Funding Lender to make an Advance, purchase a participation or make
      any
      other payment required hereunder. Notwithstanding anything set forth herein
      to
      the contrary, a Non-Funding Lender shall not have any voting or consent rights
      under or with respect to any Loan Document or constitute a “Lender” or a
“Revolving Lender” (or be included in the calculation of “Requisite Lenders”
hereunder) for any voting or consent rights under or with respect to any Loan
      Document. At Borrower’s request, Agent or a Person acceptable to Agent shall
      have the right with Agent’s consent and in Agent’s sole discretion (but shall
      have no obligation) to purchase from any Non-Funding Lender, and each
      Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to
      Agent or such Person, all of the Commitments of that Non-Funding Lender for
      an
      amount equal to the principal balance of all Loans held by such Non-Funding
      Lender and all accrued interest and fees with respect thereto through the date
      of sale, such purchase and sale to be consummated pursuant to an executed
      Assignment Agreement.

     

    (e) Dissemination
      of Information.
      Agent
      shall use reasonable efforts to provide Lenders with any notice of Default
      or
      Event of Default received by Agent from, or delivered by Agent to, any Credit
      Party, with notice of any Event of Default of which Agent has actually become
      aware and with notice of any action taken by Agent following any Event of
      Default; provided, that Agent shall not be liable to any Lender for any failure
      to do so, except to the extent that such failure is attributable to Agent’s
      gross negligence or willful misconduct. Lenders acknowledge that Borrower is
      required to provide Financial Statements to Lenders in accordance with
Annex
      E
      hereto
      and agree that Agent shall have no duty to provide the same to
      Lenders.

     

    (f) Actions
      in Concert.
      Anything in this Agreement to the contrary notwithstanding, each Lender hereby
      agrees with each other Lender that no Lender shall take any action to protect
      or
      enforce its rights arising out of this Agreement or the Notes (including
      exercising any rights of setoff) without first obtaining the prior written
      consent of Agent and Requisite Lenders, it being the intent of Lenders that
      any
      such action to protect or enforce rights under this Agreement and the Notes
      shall be taken in concert and at the direction or with the consent of Agent
      or
      Requisite Lenders.

     

    10. SUCCESSORS
      AND ASSIGNS

     

    10.1 Successors
      and Assigns.
      This
      Agreement and the other Loan Documents shall be binding on and shall inure
      to
      the benefit of each Credit Party signatory hereto, Agent, Lenders and their
      respective successors and assigns (including, in the case of any Credit Party,
      a
      debtor-in-possession on behalf of such Credit Party), except as otherwise
      provided herein or therein. No Credit Party may assign, transfer, hypothecate
      or
      otherwise convey its rights, benefits, obligations or duties hereunder or under
      any of the other Loan Documents without the prior express written consent of
      Agent and Lenders. Any such purported assignment, transfer, hypothecation or
      other conveyance by any Credit Party without the prior express written consent
      of Agent and Lenders shall be void. The terms and provisions of this Agreement
      are for the purpose of defining the relative rights and obligations of each
      Credit Party, Agent and Lenders with respect to the transactions contemplated
      hereby and no Person shall be a third party beneficiary of any of the terms
      and
      provisions of this Agreement or any of the other Loan Documents.

     

    
      
        
        

      

      
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    11. MISCELLANEOUS

     

    11.1 Complete
      Agreement; Modification of Agreement.
      The
      Loan Documents constitute the complete agreement between the parties with
      respect to the subject matter thereof and may not be modified, altered or
      amended except as set forth in Section
      11.2.
      Any
      letter of interest, commitment letter, or fee letter (other than the GE Capital
      Fee Letter) between any Credit Party and Agent or any Lender or any of their
      respective Affiliates, predating this Agreement and relating to a financing
      of
      substantially similar form, purpose or effect shall be superseded by this
      Agreement.

     

    11.2 Amendments
      and Waivers.

     

    (a) Except
      for actions expressly permitted to be taken by Agent, no amendment,
      modification, termination or waiver of any provision of this Agreement or any
      other Loan Document, or any consent to any departure by any Credit Party
      therefrom, shall in any event be effective unless the same shall be in writing
      and signed by Agent and Borrower, and by Requisite Lenders or all affected
      Lenders, as applicable. Except as set forth in clauses (b) and (c) below, all
      such amendments, modifications, terminations or waivers requiring the consent
      of
      any Lenders shall require the written consent of Requisite Lenders.

     

    (b) No
      amendment, modification, termination or waiver shall, unless in writing and
      signed by Agent and each Lender directly affected thereby: (i) increase the
      principal amount of any Lender’s Commitment (which action shall be deemed only
      to affect those Lenders whose Commitments are increased and may be approved
      by
      Agent and Requisite Lenders, including those lenders whose Commitments are
      increased); (ii) reduce the principal of, rate of interest on or Fees payable
      with respect to any Loan or Letter of Credit Obligations of any affected Lender;
      (iii) extend any scheduled payment date (other than payment dates of mandatory
      prepayments under Section
      1.3(b)(ii)-(iii))
      or
      final maturity date of the principal amount of any Loan of any affected Lender;
      (iv) waive, forgive, defer, extend or postpone any payment of interest or Fees
      as to any affected Lender; (v) except as otherwise permitted herein or in the
      other Loan Documents, release, or permit the Credit Parties to sell or otherwise
      dispose of, all or substantially all of the Collateral (which action shall
      be
      deemed to directly affect all Lenders); (vi) except as otherwise permitted
      herein, release any Guarantor of its obligations under a Guaranty; (vii) change
      the percentage of the Commitments or of the aggregate unpaid principal amount
      of
      the Loans that shall be required for Lenders or any of them to take any action
      hereunder; and (viii) amend or waive this Section
      11.2
      or the
      definitions of the terms “Requisite Lenders” insofar as such definition affect
      the substance of this Section
      11.2.
      Furthermore, no amendment, modification, termination or waiver affecting the
      rights or duties of Agent or L/C Issuer, or of GE Capital in respect of any
      Swap
      Related Reimbursement Obligations, under this Agreement or any other Loan
      Document, including any release of any Guaranty or Collateral requiring a
      writing signed by all Lenders, shall be effective unless in writing and signed
      by Agent or L/C Issuer or GE Capital, as the case may be, in addition to Lenders
      required hereinabove to take such action. Each amendment, modification,
      termination or waiver shall be effective only in the specific instance and
      for
      the specific purpose for which it was given. No amendment, modification,
      termination or waiver shall be required for Agent to take additional Collateral
      pursuant to any Loan Document. No amendment, modification, termination or waiver
      of any provision of any Note shall be effective without the written concurrence
      of the holder of that Note. No notice to or demand on any Credit Party in any
      case shall entitle such Credit Party or any other Credit Party to any other
      or
      further notice or demand in similar or other circumstances. Any amendment,
      modification, termination, waiver or consent effected in accordance with this
      Section
      11.2
      shall be
      binding upon each holder of the Notes at the time outstanding and each future
      holder of the Notes.

     

    
      
        
        

      

      
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    (c) If,
      in
      connection with any proposed amendment, modification, waiver or termination
      (a
“Proposed
      Change”):

     

    (i) requiring
      the consent of all affected Lenders, the consent of Requisite Lenders is
      obtained, but the consent of other Lenders whose consent is required is not
      obtained (any such Lender whose consent is not obtained as described in this
      clause
      (i)
      and in
clauses
      (ii), (iii) and (iv)
      below
      being referred to as a “Non-Consenting
      Lender”),
      or

     

    (ii) requiring
      the consent of Requisite Lenders, the consent of Lenders holding 51% or more
      of
      the aggregate Commitments is obtained, but the consent of Requisite Lenders
      is
      not obtained,

     

    (d) then,
      so
      long as Agent is not a Non-Consenting Lender, at Borrower’s request Agent, or a
      Person reasonably acceptable to Agent, shall have the right with Agent’s consent
      and in Agent’s sole discretion (but shall have no obligation) to purchase from
      such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they
      shall, upon Agent’s request, sell and assign to Agent or such Person, all of the
      Commitments of such Non-Consenting Lenders for an amount equal to the principal
      balance of all Loans held by the Non-Consenting Lenders and all accrued interest
      and Fees with respect thereto through the date of sale, such purchase and sale
      to be consummated pursuant to an executed Assignment Agreement.

     

    Upon
      payment in full in cash and performance of all of the Obligations (other than
      indemnification Obligations and other than any Rate Management Obligations
      that,
      at such time, are allowed by the applicable Rate Management Provider to remain
      outstanding and are not required to be cash collateralized pursuant to the
      provisions of Section
      1.18),
      termination of the Commitments and a release of all claims against Agent and
      Lenders, and so long as no suits, actions proceedings, or claims are pending
      or
      threatened against any Indemnified Person asserting any damages, losses or
      liabilities that are Indemnified Liabilities, Agent shall deliver to Borrower
      termination statements, mortgage releases and other documents necessary or
      appropriate to evidence the termination of the Liens securing payment of the
      Obligations.

     

    11.3 Fees
      and Expenses.
      Borrower shall reimburse Agent (and, with respect to clauses
      (c) and (d)
      below,
      all Lenders) for all fees, costs and expenses, including the reasonable fees,
      costs and expenses of counsel, consultants or other advisors (including
      environmental and management consultants and appraisers) incurred in connection
      with the negotiation and preparation of the Loan Documents and incurred in
      connection with:

     

    
      
        
        

      

      
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    (a) the
      forwarding to Borrower or any other Person on behalf of Borrower by Agent of
      the
      proceeds of any Loan (including a wire transfer fee of $25 per wire
      transfer);

     

    (b) any
      amendment, modification or waiver of, or consent with respect to, or termination
      of, any of the Loan Documents or Related Transactions Documents or advice in
      connection with the syndication and administration of the Loans made pursuant
      hereto or its rights hereunder or thereunder;

     

    (c) any
      litigation, contest, dispute, suit, proceeding or action (whether instituted
      by
      Agent, any Lender, Borrower or any other Person and whether as a party, witness
      or otherwise) in any way relating to the Collateral, any of the Loan Documents
      or any other agreement to be executed or delivered in connection herewith or
      therewith, including any litigation, contest, dispute, suit, case, proceeding
      or
      action, and any appeal or review thereof, in connection with a case commenced
      by
      or against Borrower or any other Person that may be obligated to Agent by virtue
      of the Loan Documents, including any such litigation, contest, dispute, suit,
      proceeding or action arising in connection with any work-out or restructuring
      of
      the Loans during the pendency of one or more Events of Default; provided that
      in
      the case of reimbursement of counsel for Lenders other than Agent, such
      reimbursement shall be limited to one counsel for all such Lenders; provided,
      further, that no Person shall be entitled to reimbursement under this clause
      (c)
      in respect of any litigation, contest, dispute, suit, proceeding or action
      to
      the extent any of the foregoing results from such Person’s gross negligence or
      willful misconduct;

     

    (d) any
      attempt to enforce any remedies of Agent or any Lender against any or all of
      the
      Credit Parties or any other Person that may be obligated to Agent or any Lender
      by virtue of any of the Loan Documents, including any such attempt to enforce
      any such remedies in the course of any work-out or restructuring of the Loans
      during the pendency of one or more Events of Default; provided, that in the
      case
      of reimbursement of counsel for Lenders other than Agent, such reimbursement
      shall be limited to one counsel for all such Lenders;

     

    (e) any
      workout or restructuring of the Loans during the pendency of one or more Events
      of Default; and

     

    (f) efforts
      to (i) monitor the Loans or any of the other Obligations, (ii) evaluate, observe
      or assess any of the Credit Parties or their respective affairs, and (iii)
      verify, protect, evaluate, assess, appraise, collect, sell, liquidate or
      otherwise dispose of any of the Collateral;

     

    including,
      as to each of clauses
      (a) through (f)
      above,
      all reasonable attorneys’ and other professional and service providers’ fees
      arising from such services and other advice, assistance or other representation,
      including those in connection with any appellate proceedings, and all expenses,
      costs, charges and other fees incurred by such counsel and others in connection
      with or relating to any of the events or actions described in this Section
      11.3,
      all of
      which shall be payable, on demand, by Borrower to Agent. Without limiting the
      generality of the foregoing, such expenses, costs, charges and fees may include:
      fees, costs and expenses of accountants, environmental advisors, appraisers,
      investment bankers, management and other consultants and paralegals; court
      costs
      and expenses; photocopying and duplication expenses; court reporter fees, costs
      and expenses; long distance telephone charges; air express charges; telegram
      or
      telecopy charges; secretarial overtime charges; and expenses for travel, lodging
      and food paid or incurred in connection with the performance of such legal
      or
      other advisory services.

     

    
      
        
        

      

      
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    11.4 No
      Waiver.
      Agent’s
      or any Lender’s failure, at any time or times, to require strict performance by
      the Credit Parties of any provision of this Agreement or any other Loan Document
      shall not waive, affect or diminish any right of Agent or such Lender thereafter
      to demand strict compliance and performance herewith or therewith. Any
      suspension or waiver of an Event of Default shall not suspend, waive or affect
      any other Event of Default whether the same is prior or subsequent thereto
      and
      whether the same or of a different type. Subject to the provisions of
Section
      11.2,
      none of
      the undertakings, agreements, warranties, covenants and representations of
      any
      Credit Party contained in this Agreement or any of the other Loan Documents
      and
      no Default or Event of Default by any Credit Party shall be deemed to have
      been
      suspended or waived by Agent or any Lender, unless such waiver or suspension
      is
      by an instrument in writing signed by an officer of or other authorized employee
      of Agent and the applicable required Lenders and directed to Borrower specifying
      such suspension or waiver.

     

    11.5 Remedies.
      Agent’s
      and Lenders’ rights and remedies under this Agreement shall be cumulative and
      nonexclusive of any other rights and remedies that Agent or any Lender may
      have
      under any other agreement, including the other Loan Documents, by operation
      of
      law or otherwise. Recourse to the Collateral shall not be required.

     

    11.6 Severability.
      Wherever possible, each provision of this Agreement and the other Loan Documents
      shall be interpreted in such a manner as to be effective and valid under
      applicable law, but if any provision of this Agreement or any other Loan
      Document shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective only to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provision or the remaining provisions
      of this Agreement or such other Loan Document.

     

    11.7 Conflict
      of Terms.
      Except
      as otherwise provided in this Agreement or any of the other Loan Documents
      by
      specific reference to the applicable provisions of this Agreement, if any
      provision contained in this Agreement conflicts with any provision in any of
      the
      other Loan Documents, the provision contained in this Agreement shall govern
      and
      control.

     

    11.8 Confidentiality.
      Agent
      and each Lender agree to use commercially reasonable efforts (equivalent to
      the
      efforts Agent or such Lender applies to maintain the confidentiality of its
      own
      confidential information) to maintain as confidential all confidential
      information provided to them by the Credit Parties and designated as
      confidential for a period of 2 years following receipt thereof, except that
      Agent and each Lender may disclose such information (a) to Persons employed
      or
      engaged by Agent or such Lender; (b) to any bona fide assignee or participant
      or
      potential assignee or participant that has agreed to comply with the covenant
      contained in this Section
      11.8
      (and any
      such bona fide assignee or participant or potential assignee or participant
      may
      disclose such information to Persons employed or engaged by them as described
      in
clause
      (a) above); (c)
      as
      required or requested by any Governmental Authority or reasonably believed
      by
      Agent or such Lender to be compelled by any court decree, subpoena or legal
      or
      administrative order or process; (d) as, on the advice of Agent’s or such
      Lender’s counsel, is required by law; (e) in connection with the exercise of any
      right or remedy under the Loan Documents or in connection with any Litigation
      to
      which Agent or such Lender is a party; (f) that ceases to be confidential
      through no fault of Agent or any Lender; (g) to a Person that is an investor
      or
      prospective investor in a Securitization that agrees that its access to
      information regarding the Credit Parties and the Loans is solely for purposes
      of
      evaluating an investment in such Securitization and who agrees to treat such
      information as confidential; (h) to a Person that is a trustee, collateral
      manager, servicer, backup servicer, noteholder or secured party in a
      Securitization in connection with the administration, servicing and reporting
      on
      the assets serving as collateral for a Securitization; and (i) to a nationally
      recognized rating agency that requires access to information regarding the
      Credit Parties and the Loans in connection with ratings issues with respect
      to a
      Securitization.

     

    
      
        
        

      

      
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    11.9 GOVERNING
      LAW.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS,
      INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN
      DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED
      STATES OF AMERICA. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE STATE
      OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL
      HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
      THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF
      THE
      OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
      THAT
      AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE
      COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND;
      PROVIDED,
      FURTHER
      THAT
      NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
      ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE
      A
      JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY
      SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION
      THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
      IMPROPER VENUE OR FORUM NON CONVENIENS
      AND
      HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
      APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE
      OF
      THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
      AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS
      SET
      FORTH IN ANNEX
      I
      OF THIS
      AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
      OF
      SUCH CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED
      STATES MAILS, PROPER POSTAGE PREPAID.

     

    
      
        
        

      

      
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    11.10 Notices.
      

     

    (a) Addresses.
      All
      notices, demands, requests, directions and other communications required or
      expressly authorized to be made by this Agreement shall, whether or not
      specified to be in writing but unless otherwise expressly specified to be given
      by any other means, be given in writing and (i) addressed to (A) the party
      to be
      notified and sent to the address or facsimile number indicated in Annex
      I,
      or (B)
      otherwise to the party to be notified at its address specified on the signature
      page of any applicable Assignment Agreement, (ii) posted to Intralinks(R) (to
      the extent such system is available and set up by or at the direction of the
      Agent prior to posting) in an appropriate location by uploading such notice,
      demand, request, direction or other communication to www.intralinks.com, faxing
      it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such
      other means of posting to Intralinks(R) as may be available and reasonably
      acceptable to the Agent prior to such posting, (iii) posted to any other
      E-System set up by or at the direction of Agent in an appropriate location
      or
      (iv) addressed to such other address as shall be notified in writing (A) in
      the
      case of Borrower and Agent Lender, to the other parties hereto and (B) in the
      case of all other parties, to Borrower and Agent. Transmission by electronic
      mail (including E-Fax, even if transmitted to the fax numbers set forth in
      clause (i) above) shall not be sufficient or effective to transmit any such
      notice under this clause (a) unless such transmission is an available means
      to
      post to any E-System. 

     

    (b) Effectiveness.
      All
      communications described in clause (a) above and all other notices, demands,
      requests and other communications made in connection with this Agreement shall
      be effective and be deemed to have been received (i) if delivered by hand,
      upon
      personal delivery, (ii) if delivered by overnight courier service, one Business
      Day after delivery to such courier service, (iii) if delivered by mail, when
      deposited in the mails, (iv) if delivered by facsimile (other than to post
      to an
      E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of
      confirmation of proper transmission, and (v) if delivered by posting to any
      E-System, on the later of the date of such posting in an appropriate location
      and the date access to such posting is given to the recipient thereof in
      accordance with the standard procedures applicable to such E-System. Failure
      or
      delay in delivering copies of any notice, demand, request, consent, approval,
      declaration or other communication to any Person (other than Borrower or Agent)
      designated in Annex
      I
      to
      receive copies shall in no way adversely affect the effectiveness of such
      notice, demand, request, consent, approval, declaration or other communication.
      The giving of any notice required hereunder may be waived in writing by the
      party entitled to receive such notice.

     

    11.11 Section
      Titles.
      The
      Section titles and Table of Contents contained in this Agreement are and shall
      be without substantive meaning or content of any kind whatsoever and are not
      a
      part of the agreement between the parties hereto.

     

    11.12 Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, each of which
      shall collectively and separately constitute one agreement.

     

    11.13 WAIVER
      OF JURY TRIAL.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND ANY
      CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY
      OF
      THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

     

    
      
        
        

      

      
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    11.14 Press
      Releases and Related Matters.
      Each US
      Credit Party executing this Agreement agrees that neither it nor its Affiliates
      will in the future issue any press releases or other public disclosure using
      the
      name of GE Capital or its affiliates or referring to this Agreement, the other
      Loan Documents or the Related Transactions Documents without at least 2 Business
      Days’ prior notice to GE Capital and without the prior written consent of GE
      Capital unless (and only to the extent that) such Credit Party or Affiliate
      is
      required to do so under law and then, in any event, such Credit Party or
      Affiliate will consult with GE Capital before issuing such press release or
      other public disclosure (other than disclosure of the fact that GE Capital
      is
      the Agent under this Agreement and the filing of Loan Documents with the
      Securities and Exchange Commission, in each case, to the extent required under
      applicable law). Each Credit Party consents to the publication by Agent or
      any
      Lender of a tombstone or similar advertising material relating to the financing
      transactions contemplated by this Agreement. Agent or such Lender shall provide
      a draft of any such tombstone or similar advertising material to each Credit
      Party for review and comment prior to the publication thereof. Agent reserves
      the right to provide to industry trade organizations information necessary
      and
      customary for inclusion in league table measurements.

     

    11.15 Reinstatement.
      This
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against Borrower for liquidation or
      reorganization, should Borrower become insolvent or make an assignment for
      the
      benefit of any creditor or creditors or should a receiver or trustee be
      appointed for all or any significant part of Borrower’s assets, and shall
      continue to be effective or to be reinstated, as the case may be, if at any
      time
      payment and performance of the Obligations, or any part thereof, is, pursuant
      to
      applicable law, rescinded or reduced in amount, or must otherwise be restored
      or
      returned by any obligee of the Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance
      had not been made. In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned, the Obligations shall be reinstated
      and deemed reduced only by such amount paid and not so rescinded, reduced,
      restored or returned.

     

    11.16 Advice
      of Counsel.
      Each of
      the parties represents to each other party hereto that it has discussed this
      Agreement and, specifically, the provisions of Sections
      11.9 and 11.13,
      with
      its counsel.

     

    11.17 No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this
      Agreement.

     

    
      
        
        

      

      
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    11.18 Judgment
      Currency.

     

    (a) If
      for
      the purposes of obtaining or enforcing judgment in any court in any jurisdiction
      it is necessary to convert a sum due hereunder or under the Notes or under
      any
      other Loan Document in any currency (the “Original
      Currency”)
      into
      another currency (the “Other
      Currency”)
      the
      parties hereto agree, to the fullest extent that they may effectively do so,
      that the rate of exchange used shall be that at which in accordance with normal
      banking procedures Agent could purchase the Original Currency with the Other
      Currency at 11:00 A.M., New York city time, on the second Business Day preceding
      that on which final judgment is given.

     

    (b) The
      obligation of Credit Party in respect of any sum due in the Original Currency
      from it to any Lender or Agent hereunder or under the Notes held by such Lender
      shall, notwithstanding any judgment in any Other Currency, be discharged only
      to
      the extent that on the Business Day following receipt by such Lender or Agent
      (as the case may be) of any sum adjudged to be so due in such Other Currency
      such Lender or Agent (as the case may be) may in accordance with normal banking
      procedures purchase the Original Currency with such Other Currency; if the
      amount of the Original Currency so purchased is less than the sum originally
      due
      to such Lender or Agent (as the case may be) in the Original Currency, such
      Credit Party agrees, as a separate obligation and notwithstanding any such
      judgment, to indemnify such Lender or Agent (as the case may be) against such
      loss, and if the amount of the Original Currency so purchased exceeds the sum
      originally due to any Lender or Agent (as the case may be) in the Original
      Currency, such Lender or Agent (as the case may be) agrees to remit to such
      Credit Party such excess.

     

    11.19 Subordination.

     

    (a) Each
      US
      Credit Party executing this Agreement covenants and agrees that the payment
      of
      all indebtedness, principal, interest (including interest which accrues after
      the commencement of any case or proceeding in bankruptcy, or for the
      reorganization of any Credit Party), fees, charges, expenses, attorneys’ fees
      and any other sum, obligation or liability owing by any other Credit Party
      to
      such US Credit Party, including any intercompany trade payables or royalty
      or
      licensing fees (collectively, the “Intercompany
      Obligations”),
      is
      subordinated, to the extent and in the manner provided in this Section
      11.19,
      to the
      prior payment in full of all Obligations (herein, the “Senior
      Obligations”)
      and
      that the subordination is for the benefit of Agent and Lenders, and Agent may
      enforce such provisions directly.

     

    (b) Each
      US
      Credit Party executing this Agreement hereby (i) authorizes Agent to demand
      specific performance of the terms of this Section
      11.19,
      whether
      or not any other Credit Party shall have complied with any of the provisions
      hereof applicable to it, at any time when such US Credit Party shall have failed
      to comply with any provisions of this Section
      11.19
      which
      are applicable to it and (ii) irrevocably waives any defense based on the
      adequacy of a remedy at law, which might be asserted as a bar to such remedy
      of
      specific performance.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    (c) Upon
      any
      distribution of assets of any US Credit Party in any dissolution, winding up,
      liquidation or reorganization (whether in bankruptcy, insolvency or receivership
      proceedings or upon an assignment for the benefit of creditors or
      otherwise):

     

    (i) Agent
      and
      Lenders shall first be entitled to receive payment in full in cash of the Senior
      Obligations before any US Credit Party is entitled to receive any payment on
      account of the Intercompany Obligations.

     

    (ii) Any
      payment or distribution of assets of any US Credit Party of any kind or
      character, whether in cash, property or securities, to which any other Credit
      Party would be entitled except for the provisions of this Section
      11.19(c),
      shall
      be paid by the liquidating trustee or agent or other Person making such payment
      or distribution directly to Agent, to the extent necessary to make payment
      in
      full of all Senior Obligations remaining unpaid after giving effect to any
      concurrent payment or distribution or provisions therefor to Agent and
      Lenders.

     

    (iii) In
      the
      event that notwithstanding the foregoing provisions of this Section
      11.19(c),
      any
      payment or distribution of assets of any US Credit Party of any kind or
      character, whether in cash, property or securities, shall be received by any
      other Credit Party on account of the Intercompany Obligations before all Senior
      Obligations are paid in full, such payment or distribution shall be received
      and
      held in trust for and shall be paid over to Agent for application to the payment
      of the Senior Obligations until all of the Senior Obligations shall have been
      paid in full, after giving effect to any concurrent payment or distribution
      or
      provision therefor to Agent and Lenders.

     

    (d) No
      right
      of Agent and Lenders or any other present or future holders of any Senior
      Obligations to enforce the subordination provisions herein shall at any time
      in
      any way be prejudiced or impaired by any act or failure to act on the part
      of
      any Credit Party or by any act or failure to act, in good faith, by any such
      holder, or by any noncompliance by any Credit Party with the terms hereof,
      regardless of any knowledge thereof which any such holder may have or be
      otherwise charged with.

     

    11.20 Patriot
      Act Notice.
      Each
      Lender and the Agent (for itself and not on behalf of any Lender) hereby
      notifies the Credit Parties that pursuant to the requirements of the Patriot
      Act, such Lender and the Agent may be required to obtain, verify and record
      information that identifies the Credit Parties, which information includes
      the
      name and address of the Credit Parties and other information that will allow
      such Lender and the Agent, as the case may be, to identify the Credit Parties
      in
      accordance with the Patriot Act.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    12. AFFIRMATION
      OF OBLIGATIONS.
      Upon the
      effectiveness of this Agreement pursuant to Section
      2.1
      hereof,
      from and after the Closing Date: (a) the terms and conditions of the Existing
      Credit Agreement shall be amended as set forth herein and, as so amended, shall
      be restated in their entirety, but only with respect to the rights, duties
      and
      obligations among Credit Parties, the Lenders and the Agent accruing from and
      after the Closing Date; (b) this Agreement shall not in any way release or
      impair the rights, duties, Obligations or Liens created pursuant to the Existing
      Credit Agreement or any other Loan Document (as defined therein) or affect
      the
      relative priorities thereof, in each case to the extent in force and effect
      thereunder as of the Closing Date and except as modified hereby or by documents,
      instruments and agreements executed and delivered in connection herewith, and
      all of such rights, duties, Obligations and Liens are assumed, ratified and
      affirmed by each of the Credit Parties; (c) all indemnification obligations
      of
      the Credit Parties under the Existing Credit Agreement and any other Loan
      Documents (as defined therein) shall survive the execution and delivery of
      this
      Agreement and shall continue in full force and effect for the benefit of the
      Lenders, the Agent, and any other Person indemnified under the Existing Credit
      Agreement or any other Loan Document (as defined therein) at any time prior
      to
      the Closing Date; (d) the Obligations incurred under the Existing Credit
      Agreement shall, to the extent outstanding on the Closing Date, continue
      outstanding under this Agreement and shall not be deemed to be paid, released,
      discharged or otherwise satisfied by the execution of this Agreement, and this
      Agreement shall not constitute a refinancing, substitution or novation of such
      Obligations or any of the other rights, duties and obligations of the parties
      hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured
      Obligations” as such terms are used in the Loan Documents shall include the
      Obligations as increased, amended and restated under this Agreement; (e) the
      execution, delivery and effectiveness of this Agreement shall not operate as
      a
      waiver of any right, power or remedy of the Lenders or the Agent (as defined
      therein) under the Existing Credit Agreement, nor constitute a waiver of any
      covenant, agreement or obligation under the Existing Credit Agreement, except
      to
      the extent that any such covenant, agreement or obligation is no longer set
      forth herein or is modified hereby; (f) any and all references to the Existing
      Credit Agreement in any Collateral Document or other Loan Document shall,
      without further action of the parties, be deemed a reference to the Existing
      Credit Agreement, as amended and restated by this Agreement, and as this
      Agreement shall be further amended, restated, supplemented or otherwise modified
      from time to time, and any and all references to the Collateral Documents or
      Loan Documents in any such Collateral Documents or any other Loan Documents
      shall be deemed a reference to the Collateral Documents or Loan Documents under
      the Existing Credit Agreement, as amended and restated by this Agreement, and
      as
      this Agreement shall be further amended, restated, supplemented or otherwise
      modified from time to time; and (g) the Liens granted pursuant to the Collateral
      Documents to which each of the Credit Parties is a party shall continue without
      any diminution thereof and shall remain in full force and effect on and after
      the Closing Date.

     

    [SIGNATURE
      PAGES TO FOLLOW]

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the date first
      written above.

     

    BORROWER

     

    MEASUREMENT
      SPECIALTIES, INC.

     

    By:
      ____________________________      

    Name:

    Title:

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    


     

    GENERAL
      ELECTRIC CAPITAL

    CORPORATION,
      as
      Agent
      and as Lender

     

    By:
      _____________________________       

    Duly
      Authorized Signatory

     

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,
as
      Syndication Agent and as Lender 

     

     

    By:
      _____________________________      

    Duly
      Authorized Signatory

     

     

     

    CoLTS
      2005-1 LTD., as
      Lender

     

    By:
      Wachovia Bank, National Association, as Servicer

     

     

    By:
      _____________________________      

    Duly
      Authorized Signatory]

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    


     

    JPMORGAN
      CHASE BANK, N.A.,
as
      Documentation Agent and as Lender

     

    By:
      _____________________________      

    Duly
      Authorized Signatory

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    The
      following Persons are signatories to this Agreement in their capacity as Credit
      Parties and not as Borrower.

     

    IC
      SENSORS INC.

     

    By:
      _______________________________  

    Name:
      _____________________________

    Title:

     

    ELEKON
      INDUSTRIES USA, INC.

     

    By: _______________________________

    Name:
      _____________________________

    Title:

     

    ENTRAN
      DEVICES LLC

    By:
      Measurement Specialties, Inc.

    As
      sole
      Member and sole Manager

     

    By: _______________________________

    Name:
      _____________________________

    Title:

     

    MEASUREMENT
      SPECIALTIES FOREIGN HOLDINGS CORPORATION

     

    By: _______________________________

    Name:
      _____________________________

    Title:

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

    


     

    MREHTATEB,
      LLC

    


    By:
      Measurement Specialties Foreign Holdings Corporation

    As
      sole
      Member 

     

    By: _______________________________

    Name:
      _____________________________

    Title:

     

    YSIS
      INCORPORATED

     

    By: _______________________________

    Name:
      _____________________________

    Title:

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    


    ANNEX
      A (Recitals)

     

    to

     

    CREDIT
      AGREEMENT

     

    DEFINITIONS

     

    Capitalized
      terms used in the Loan Documents shall have (unless otherwise provided elsewhere
      in the Loan Documents) the following respective meanings and all references
      to
      Sections, Exhibits, Schedules or Annexes in the following definitions shall
      refer to Sections, Exhibits, Schedules or Annexes of or to the
      Agreement:

     

    “Account
      Debtor”
means
      any Person who may become obligated to any Credit Party under, with respect
      to,
      or on account of, an Account, Chattel Paper or General Intangibles (including
      a
      payment tangible).

     

    “Accounting
      Changes”
has
      the
      meaning ascribed thereto in Annex G.

     

    “Accounts”
means
      all “accounts,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, including (a) all accounts receivable, other
      receivables, book debts and other forms of obligations (other than forms of
      obligations evidenced by Chattel Paper or Instruments), (including any such
      obligations that may be characterized as an account or contract right under
      the
      Code), (b) all of each Credit Party’s rights in, to and under all purchase
      orders or receipts for goods or services, (c) all of each Credit Party’s rights
      to any goods represented by any of the foregoing (including unpaid sellers’
rights of rescission, replevin, reclamation and stoppage in transit and rights
      to returned, reclaimed or repossessed goods), (d) all rights to payment due
      to
      any Credit Party for property sold, leased, licensed, assigned or otherwise
      disposed of, for a policy of insurance issued or to be issued, for a secondary
      obligation incurred or to be incurred, for energy provided or to be provided,
      for the use or hire of a vessel under a charter or other contract, arising
      out
      of the use of a credit card or charge card, or for services rendered or to
      be
      rendered by such Credit Party or in connection with any other transaction
      (whether or not yet earned by performance on the part of such Credit Party),
      (e)
      all healthcare insurance receivables, and (f) all collateral security of any
      kind, now or hereafter in existence, given by any Account Debtor or other Person
      with respect to any of the foregoing.

     

    “Acquisitions”
means
      the BetaTHERM Acquisition and the YSIS Acquisition.

     

    “Activation
      Event” and “Activation Notice”
have
      the meanings ascribed thereto in Annex
      C

     

    “Advance”
means
      any Revolving Credit Advance.

     

    “Affiliate”
means,
      with respect to any Person, (a) each Person that, directly or indirectly, owns
      or controls, whether beneficially, or as a trustee, guardian or other fiduciary,
      5% or more of the Stock having ordinary voting power in the election of
      directors of such Person, (b) each Person that controls, is controlled by or
      is
      under common control with such Person, (c) each of such Person’s officers,
      directors, joint venturers and partners and (d) in the case of Borrower, the
      immediate family members, spouses and lineal descendants of individuals who
      are
      Affiliates of Borrower. For the purposes of this definition, “control”
of
      a
      Person shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of its management or policies, whether through the
      ownership of voting securities, by contract or otherwise; provided,
      however,
      that
      the term “Affiliate”
shall
      specifically exclude Agent and each Lender.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    “Agent”
means
      GE Capital in its capacity as Agent for Lenders or its successor appointed
      pursuant to Section
      9.7.

     

    “Agreement”
means
      the Credit Agreement by and among Borrower, the other Credit Parties party
      thereto, GE Capital, as Agent and Lender and the other Lenders from time to
      time
      party thereto, as the same may be amended, supplemented, restated or otherwise
      modified from time to time.

     

    “Appendices”
has
      the
      meaning ascribed to it in the recitals to the Agreement.

     

    “Applicable
      L/C Margin”
means
      the per annum fee, from time to time in effect, payable with respect to
      outstanding Letter of Credit Obligations as determined by reference to
Section
      1.5(a).

     

    “Applicable
      Margins”
means
      collectively the Applicable L/C Margin, the Applicable Revolver Index Margin,
      the Applicable Term Loan Index Margin, the Applicable Revolver LIBOR Margin
      and
      the Applicable Term Loan LIBOR Margin.

     

    “Applicable
      Revolver Index Margin”
means
      the per annum interest rate margin from time to time in effect and payable
      in
      addition to the Index Rate applicable to the Revolving Loan, as determined
      by
      reference to Section
      1.5(a).

     

    “Applicable
      Revolver LIBOR Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Revolving Loan, as determined by reference
      to Section
      1.5(a).

     

    “Applicable
      Term Loan Index Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the Index Rate applicable to the Term Loan, as determined by reference to
      Section
      1.5(a).

     

    “Applicable
      Term Loan LIBOR Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Term Loan, as determined by reference to
      Section
      1.5(a).

     

    “Assignment
      Agreement”
has
      the
      meaning ascribed to it in Section
      9.1(a).

     

    “Bankruptcy
      Code”
means
      the provisions of Title 11 of the United States Code, 11 U.S.C.
      Sec.Sec. 101 et seq.

     

    “BetaTHERM
      Group”
means
      BetaTHERM Group Ltd., a company organized under the laws of
      Ireland.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    “BetaTHERM
      Acquisition”
means
      the acquisition of all of all of the Stock of BetaTHERM Group pursuant to the
      BetaTHERM Acquisition Agreement.

     

    “BetaTHERM
      Acquisition Agreement”
means
      the Agreement for the purchase of the entire issued share capital of BetaTHERM
      Group Ltd. dated April 3, 2006 among the BetaTHERM Sellers and Borrower, as
      buyer. 

     

    “BetaTHERM
      Acquisition Documents”
means
      the BetaTHERM Acquisition Agreement and all other agreements or instruments
      executed in connection with the BetaTHERM Acquisition.

     

    “BetaTHERM
      Reorganization”
means
      the transactions or series of transaction in form and substance satisfactory
      to
      Agent pursuant to which (i) Intermediate Holdings shall purchase the Stock
      of
      BetaTHERM Corporation, a Massachusetts corporation, from LaJoy by issuing an
      intercompany note (the “Intermediate
      Holdings Note”)
      to
      LaJoy, (ii) LaJoy will distribute the Intermediate Holdings Note to BetaTHERM
      Trading Ltd., in satisfaction of any intercompany Indebtedness payable to
      BetaTHERM Trading Ltd., BetaTHERM Trading Ltd. will distribute the Intermediate
      Holdings Note to BetaTHERM Holding Ltd., in satisfaction of any intercompany
      Indebtedness payable to BetaTHERM Holding Ltd., BetaTHERM Holding Ltd. will
      distribute the Intermediate Holdings Note to BetaTHERM Group, in satisfaction
      of
      any intercompany Indebtedness payable to BetaTHERM Group, and BetaTHERM Trading
      Ltd. will distribute the Intermediate Holdings Note to Intermediate Holdings,
      whereupon Intermediate Holdings will cancel the Intermediate Holdings Note,
      (iii) Beta-Therm Corporation, a Massachusetts corporation, shall merge with
      and
      into Mrehtateb, LLC, a Massachussets limited liability company (“Mrehtateb”),
      with
      Mrehtateb as the surviving entity, (iv) Intermediate Holdings shall transfer
      all
      of the Stock of BetaTHERM Group to Kenabell Holding and Mrehtateb shall transfer
      all of the Stock of BetaTHERM to Kenabell Holding, (v) Kenabell Holding shall
      transfer all of the Stock of BetaTHERM Group and BetaTHERM to Acalon Holdings
      Ltd., (vi) Intermediate Holdings shall distribute all of the Stock of Mrehtateb
      to Borrower and Borrower shall immediately pledge the Stock of BetaTHERM to
      Agent, for the benefit of itself and Lenders, as Collateral.

     

    “BetaTHERM
      Sellers”
means
      those Persons listed as Vendors in Column 1 of the Table in the First
      Schedule
      of the
      BetaTHERM Acquisition Agreement.

     

    “Blocked
      Accounts”
has
      the
      meaning ascribed to it in Annex
      C.

     

    “Blocked
      Account Agreement”
has
      the
      meaning ascribed to it in Annex
      C.

     

    “Borrower”
has
      the
      meaning ascribed thereto in the preamble to the Agreement.

     

    “Borrower
      Pledge Agreement”
means
      the Amended and Restated Pledge Agreement, dated as of the date hereof, executed
      by Borrower and its Domestic Subsidiaries in favor of Agent, on behalf of itself
      and Lenders, pledging all Stock of its Subsidiaries, if any, and all
      Intercompany Notes owing to or held by it.

     

    “Borrowing
      Availability”
means
      as of any date of determination the Maximum Amount, less
      the sum
      of the aggregate Revolving Loan.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
means
      any day that is not a Saturday, a Sunday or a day on which banks are required
      or
      permitted to be closed in the State New York and in reference to LIBOR Loans
      shall mean any such day that is also a LIBOR Business Day.

     

    “Capital
      Expenditures”
means,
      with respect to any Person, all expenditures (by the expenditure of cash or
      the
      incurrence of Indebtedness) by such Person during any measuring period for
      any
      fixed assets or improvements or for replacements, substitutions or additions
      thereto, that have a useful life of more than one year and that are required
      to
      be capitalized under GAAP.

     

    “Capital
      Lease”
means,
      with respect to any Person, any lease of any property (whether real, personal
      or
      mixed) by such Person as lessee that, in accordance with GAAP, would be required
      to be classified and accounted for as a capital lease on a balance sheet of
      such
      Person.

     

    “Capital
      Lease Obligation”
means,
      with respect to any Capital Lease of any Person, the amount of the obligation
      of
      the lessee thereunder that, in accordance with GAAP, would appear on a balance
      sheet of such lessee in respect of such Capital Lease.

     

    “Cash
      Collateral Account”
has
      the
      meaning ascribed to it Annex
      B.

     

    “Cash
      Equivalents”
has
      the
      meaning ascribed to it in Annex
      B.

     

    “Cash
      Management Systems”
has
      the
      meaning ascribed to it in Section
      1.8.

     

    “Change
      of Control”
means
      any of the following: (a) any person or group of persons (within the meaning
      of
      the Securities Exchange Act of 1934) shall have acquired beneficial ownership
      (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
      Commission under the Securities Exchange Act of 1934) of 30% or more of the
      issued and outstanding shares of capital Stock of Borrower having the right
      to
      vote for the election of directors of Borrower under ordinary circumstances;
      (b)
      during any period of twelve consecutive calendar months, individuals who at
      the
      beginning of such period constituted the board of directors of Borrower
      (together with any new directors whose election by the board of directors of
      Borrower or whose nomination for election by the Stockholders of Borrower was
      approved by a vote of at least two-thirds of the directors then still in office
      who either were directors at the beginning of such period or whose election
      or
      nomination for election was previously so approved) cease for any reason other
      than death or disability to constitute a majority of the directors then in
      office; (c) Borrower ceases to own and control all of the economic and
      voting rights associated with all of the outstanding capital Stock of any of
      its
      Subsidiaries (except as otherwise permitted by Section
      6.1);
      or (d)
      at any time prior to the 18-month anniversary of the Closing Date, Frank Guidone
      shall no longer be Borrower’s Chief Executive Officer having substantially the
      same duties and responsibilities as on the Closing Date, other than by reason
      of
      death, disability or termination by Borrower for cause.

     

    “Charges”
means
      all federal, state, county, city, municipal, local, foreign or other
      governmental taxes (including taxes owed to the PBGC at the time due and
      payable), levies, assessments, charges, liens, claims or encumbrances upon
      or
      relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll,
      income or gross receipts of any Credit Party, (d) any Credit Party’s
      ownership or use of any properties or other assets, or (e) any other aspect
      of
      any Credit Party’s business.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    “Chattel
      Paper”
means
      any “chattel paper,” as such term is defined in the Code, including electronic
      chattel paper, now owned or hereafter acquired by any Credit Party, wherever
      located.

     

    “Class
      Action Litigation”
means
      In re: Measurement Specialties, Inc. Securities Litigation, 02 Civ. No. 1071
      (D.N.J.).

     

    “Closing
      Date”
means
      April 3, 2006.

     

    “Closing
      Date Earnouts”
means
      (i) the earnout amounts payable by Borrower under Section 2.2(c) of the
      Agreement of Purchase and Sale dated as of June 24, 2004 between Borrower and
      Thomas Dietiker and Wilma Dietiker relating to the sale of the stock of Elekon;
      (ii) the deferred purchase price and other amounts payable under by Borrower
      under Section 2.2(b) and (c) of the Stock Purchase Agreement dated as of July
      16, 2004 among Borrower, the principal shareholders of Entran Devices and Entran
      SA relating to the sale of the stock of Entran Devices and Entran SA; and (iii)
      the deferred Purchase price payable by Borrower under Section 2.2(b) of the
      Asset Purchase Agreement dated as of July 16, 2004 between Borrower and Encoder
      Devices, LLC relating to the sale of the assets of Encoder Devices, LLC.


     

    “Closing
      Checklist”
means
      the schedule, including all appendices, exhibits or schedules thereto, listing
      certain documents and information to be delivered in connection with the
      Agreement, the other Loan Documents and the transactions contemplated
      thereunder, substantially in the form attached hereto as Annex
      D.

     

    “Code”
means
      the Uniform Commercial Code as the same may, from time to time, be enacted
      and
      in effect in the State of New York; provided,
      that to
      the extent that the Code is used to define any term herein or in any Loan
      Document and such term is defined differently in different Articles or Divisions
      of the Code, the definition of such term contained in Article or Division 9
      shall govern; provided further,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, Agent’s or
      any Lender’s Lien on any Collateral is governed by the Uniform Commercial Code
      as enacted and in effect in a jurisdiction other than the State of New York,
      the
      term “Code”
shall
      mean the Uniform Commercial Code as enacted and in effect in such other
      jurisdiction solely for purposes of the provisions thereof relating to such
      attachment, perfection, priority or remedies and for purposes of definitions
      related to such provisions.

     

    “Collateral”
means
      the property covered by the Security Agreement, and the other Collateral
      Documents and any other property, real or personal, tangible or intangible,
      now
      existing or hereafter acquired, that may at any time be or become subject to
      a
      security interest or Lien in favor of Agent, on behalf of itself and Lenders,
      to
      secure the Obligations.

     

    “Collateral
      Documents”
means
      the Security Agreement, the Pledge Agreements, the Guaranties, the Intellectual
      Property Security Agreement and all similar agreements entered into in favor
      of
      the Agent or any person acting on behalf of the Agent guaranteeing payment
      of,
      or granting a Lien upon property as security for payment of, the
      Obligations.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    “Collection
      Account”
means
      that certain account of Agent, account number 502-328-54 in the name of Agent
      at
      Deutsche Bank Trust Company Americas in New York, New York ABA No. 021 001
      033,
      or such other account as may be specified in writing by Agent as the “Collection
      Account.”

     

    “Commitment
      Termination Date”
means
      the earliest of (a) April 3, 2011, (b) the date of termination of Lenders’
obligations to make Advances and to incur Letter of Credit Obligations or permit
      existing Loans to remain outstanding pursuant to Section
      8.2(b),
      and (c)
      the date of indefeasible prepayment in full by Borrower of the Loans and the
      cancellation and return (or stand-by guarantee) of all Letters of Credit or
      the
      cash collateralization of all Letter of Credit Obligations pursuant to
Annex
      B,
      and the
      permanent reduction of the Commitments to zero dollars ($0).

     

    “Commitments”
means
      (a) as to any Lender, the aggregate of such Lender’s Revolving Loan Commitment
      and Term Loan Commitment as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender
      and
      (b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments
      (and Term Loan Commitments, which aggregate commitment shall be Seventy Five
      Million ($75,000,000) on the Closing Date, as to each of clauses
      (a) and (b),
      as such
      Commitments may be reduced, amortized or adjusted from time to time in
      accordance with the Agreement.

     

    “Compliance
      Certificate”
has
      the
      meaning ascribed to it in Annex
      E.

     

    “Concentration
      Account”
has
      the
      meaning ascribed to it in Annex
      C.

     

    “Contracts”
means
      all “contracts,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, in any event, including all contracts,
      undertakings, or agreements (other than rights evidenced by Chattel Paper,
      Documents or Instruments) in or under which any Credit Party may now or
      hereafter have any right, title or interest, including any agreement relating
      to
      the terms of payment or the terms of performance of any Account.

     

    “Control
      Letter”
means
      a
      letter agreement between Agent and (i) the issuer of uncertificated securities
      with respect to uncertificated securities in the name of any Credit Party,
      (ii)
      a securities intermediary with respect to securities, whether certificated
      or
      uncertificated, securities entitlements and other financial assets held in
      a
      securities account in the name of any Credit Party, (iii) a futures commission
      merchant or clearing house, as applicable, with respect to commodity accounts
      and commodity contracts held by any Credit Party, whereby, among other things,
      the issuer, securities intermediary or futures commission merchant disclaims
      any
      security interest in the applicable financial assets, acknowledges the Lien
      of
      Agent, on behalf of itself and Lenders, on such financial assets, and agrees
      to
      follow the instructions or entitlement orders of Agent without further consent
      by the affected Credit Party.

     

    “Copyright
      License”
means
      any and all rights now owned or hereafter acquired by any Credit Party under
      any
      written agreement granting any right to use any Copyright or Copyright
      registration.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    “Copyrights”
means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all copyrights and General Intangibles of like nature (whether
      registered or unregistered), all registrations and recordings thereof, and
      all
      applications in connection therewith, including all registrations, recordings
      and applications in the United States Copyright Office or in any similar office
      or agency of the United States, any state or territory thereof, or any other
      country or any political subdivision thereof, and (b) all reissues, extensions
      or renewals thereof.

     

    “Credit
      Parties”
means
      Borrower and each of its Subsidiaries.

     

    “Default”
means
      any event that, with the passage of time or notice or both, would, unless cured
      or waived, become an Event of Default.

     

    “Default
      Rate”
has
      the
      meaning ascribed to it in Section
      1.5(d).

     

    “Deposit
      Accounts”
means
      all “deposit accounts” as such term is defined in the Code, now or hereafter
      held in the name of any Credit Party.

     

    “Disbursement
      Accounts”
has
      the
      meaning ascribed to it in Annex
      C.

     

    “Disclosure
      Schedules”
means
      the Schedules prepared by Borrower and denominated as Disclosure
      Schedules (1.4) through (6.7)
      in the
      Index to the Agreement.

     

    “Documents”
means
      any “documents,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located.

     

    “Dollars”
or
      “$”
means
      lawful currency of the United States of America.

     

    “Dollar
      Equivalent Amount”
means
      with respect to any currency (other than Dollars) as of any date of
      determination, the equivalent amount of such currency expressed in Dollars
      as
      determined by Agent on such date on the basis of the spot rate for the purchase
      of such currency with Dollars as quoted to the Agent’s foreign
      exchange office
      (or the
      foreign exchange office of a bank designated by the Agent) on the date two
      Business Days prior to such date of determination.

     

    “Domestic
      Subsidiaries”
means
      all Subsidiaries incorporated or organized under the laws of the United States
      of America, any state thereof or the District of Columbia.

     

    “Earnouts”
means
      the Closing Date Earn-Outs, and any other “earnouts”, deferred purchase price or
      similar obligations incurred in connection with any acquisition. For all
      purposes of this Agreement, on any date, the amount of the Closing Date
      Earn-Outs, and any other Earnout Payments shall be the amount reasonably
      expected at the time of determination to be paid or payable in the future,
      as
      reasonably determined by Agent based upon Borrower’s most recent projections of
      financial performance delivered to Agent.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    “EBITDA”
means,
      with respect to any Person for any fiscal period, without duplication, an amount
      equal to (a) consolidated net income of such Person for such period, determined
      in accordance with GAAP, minus
      (b) the
      sum of (i) income tax credits, (ii) interest income, (iii) gain from
      extraordinary items for such period, (iv) any aggregate net gain (but not any
      aggregate net loss) during such period arising from the sale, exchange or other
      disposition of capital assets by such Person (including any fixed assets,
      whether tangible or intangible, all inventory sold in conjunction with the
      disposition of fixed assets and all securities), and (v) any other non-cash
      gains that have been added in determining consolidated net income, in each
      case
      to the extent included in the calculation of consolidated net income of such
      Person for such period in accordance with GAAP, but without duplication,
plus
      (c) the
      sum of (i) any provision for income taxes, (ii) Interest Expense, (iii) loss
      from extraordinary items for such period, (iv) the amount of non-cash charges
      (including depreciation and amortization and non-cash Stock compensation) for
      such period, (v) amortized debt discount for such period, and (vi) the amount
      of
      any deduction to consolidated net income as the result of any grant to any
      members of the management of such Person of any Stock, in each case to the
      extent included in the calculation of consolidated net income of such Person
      for
      such period in accordance with GAAP, but without duplication. For purposes
      of
      this definition, in determining consolidated net income of a Person there shall
      be included the income (or deficit) of any other Person (including any Target
      acquired pursuant to Permitted Acquisition) accrued prior to the date it became
      a Subsidiary of, or was merged or consolidated into, or acquired by purchase
      of
      assets by, such Person or any of such Person’s Subsidiaries, as determined to
      the reasonable satisfaction of Agent; provided
      that (x)
      the portion of EBITDA
      attributable to the Acquisitions shall be as set forth on Annex
      F
      for
      periods prior to the closing date of the applicable acquisition,
      and (y)
      such EBITDA amounts with respect to Targets acquired after the Closing Date
      pursuant to a Permitted Acquisition shall be determined in accordance with
      Section
      6.1(viii)(D)
      to the
      satisfaction of Agent. For purposes of this definition, the following items
      shall be excluded in determining consolidated net income of a Person: (1) the
      income (or deficit) of any other Person (other than a Subsidiary) in which
      such
      Person has an ownership interest, except to the extent any such income has
      actually been received by such Person in the form of cash dividends or
      distributions; (2) the undistributed earnings of any Subsidiary of such Person
      to the extent that the declaration or payment of dividends or similar
      distributions by such Subsidiary is not at the time permitted by the terms
      of
      any contractual obligation or requirement of law applicable to such Subsidiary;
      (3) any restoration to income of any contingency reserve, except to the extent
      that provision for such reserve was made out of income accrued during such
      period; (4) any write-up of any asset; (5) any net gain from the collection
      of
      the proceeds of life insurance policies; (6) any net gain arising from the
      acquisition of any securities, or the extinguishment, under GAAP, of any
      Indebtedness, of such Person, (7) in the case of a successor to such Person
      by
      consolidation or merger or as a transferee of its assets, any earnings of such
      successor prior to such consolidation, merger or transfer of assets, and (8)
      any
      deferred credit representing the excess of equity in any Subsidiary of such
      Person at the date of acquisition of such Subsidiary over the cost to such
      Person of the investment in such Subsidiary.

     

    “E-Fax”
means
      any system used to receive or transmit faxes electronically. 

     

    “Elekon”
means
      Elekon Industries USA, Inc., a Delaware corporation.

     

    “Elekon
      Seller Note”
means,
      collectively, (i) the Non Negotiable Promissory Note dated as of June 24, 2004
      made by Borrower in favor of Thomas Dietiker and Wilma Dietiker in the original
      principal amount of $2,400,000, (ii) the Non Negotiable Promissory Note dated
      as
      of June 24, 2004 made by Borrower in favor of Vinod Ramnani in the original
      principal amount of $400,000, and (iii) the Non Negotiable Promissory Note
      dated
      as of June 24, 2004 made by Borrower in favor of Jay Patel in the original
      principal amount of $200,000.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    “Entran
      Devices”
means
      Entran Devices, LLC, a Delaware limited liability company.

     

    “Environmental
      Laws”
means
      all applicable federal, state, local and foreign laws, statutes, ordinances,
      codes, rules, standards and regulations, now or hereafter in effect, and any
      applicable judicial or administrative interpretation thereof, including any
      applicable judicial or administrative order, consent decree, order or judgment,
      imposing liability or standards of conduct for or relating to the regulation
      and
      protection of human health, safety, the environment and natural resources
      (including ambient air, surface water, groundwater, wetlands, land surface
      or
      subsurface strata, wildlife, aquatic species and vegetation). Environmental
      Laws
      include the Comprehensive Environmental Response, Compensation, and Liability
      Act of 1980 (42 U.S.C. Sec.Sec. 9601 et
      seq.)
      (“CERCLA”);
      the
      Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. Sec.Sec.
      5101 et
      seq.);
      the
      Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Sec.Sec. 136
      et
      seq.);
      the
      Solid Waste Disposal Act (42 U.S.C. Sec.Sec. 6901 et
      seq.);
      the
      Toxic Substance Control Act (15 U.S.C. Sec.Sec. 2601 et
      seq.);
      the
      Clean Air Act (42 U.S.C. Sec.Sec. 7401 et
      seq.);
      the
      Federal Water Pollution Control Act (33 U.S.C. Sec.Sec. 1251 et
      seq.);
      the
      Occupational Safety and Health Act (29 U.S.C. Sec.Sec. 651 et
      seq.);
      and
      the Safe Drinking Water Act (42 U.S.C. Sec.Sec. 300(f) et
      seq.),
      and
      any and all regulations promulgated thereunder, and all analogous state, local
      and foreign counterparts or equivalents and any transfer of ownership
      notification or approval statutes.

     

    “Environmental
      Liabilities”
means,
      with respect to any Person, all liabilities, obligations, responsibilities,
      response, remedial and removal costs, investigation and feasibility study costs,
      capital costs, operation and maintenance costs, losses, damages, punitive
      damages, property damages, natural resource damages, consequential damages,
      treble damages, costs and expenses (including all reasonable fees, disbursements
      and expenses of counsel, experts and consultants), fines, penalties, sanctions
      and interest incurred as a result of or related to any claim, suit, action,
      investigation, proceeding or demand by any Person, whether based in contract,
      tort, implied or express warranty, strict liability, criminal or civil statute
      or common law, including any arising under or related to any Environmental
      Laws,
      Environmental Permits, or in connection with any Release or threatened Release
      or presence of a Hazardous Material whether on, at, in, under, from or about
      or
      in the vicinity of any real or personal property.

     

    “Environmental
      Permits”
means
      all permits, licenses, authorizations, certificates, approvals or registrations
      required by any Governmental Authority under any Environmental
      Laws.

     

    “Equipment”
means
      all “equipment,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located and, in any event, including
      all
      such Credit Party’s machinery and equipment, including processing equipment,
      conveyors, machine tools, data processing and computer equipment, including
      embedded software and peripheral equipment and all engineering, processing
      and
      manufacturing equipment, office machinery, furniture, materials handling
      equipment, tools, attachments, accessories, automotive equipment, trailers,
      trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other
      equipment of every kind and nature, trade fixtures and fixtures not forming
      a
      part of real property, together with all additions and accessions thereto,
      replacements therefor, all parts therefor, all substitutes for any of the
      foregoing, fuel therefor, and all manuals, drawings, instructions, warranties
      and rights with respect thereto, and all products and proceeds thereof and
      condemnation awards and insurance proceeds with respect thereto.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and any regulations promulgated thereunder.

     

    “ERISA
      Affiliate”
means,
      with respect to any Credit Party, any trade or business (whether or not
      incorporated) that, together with such Credit Party, are treated as a single
      employer within the meaning of Sections 414(b), (c), (m) or (o) of the
      IRC.

     

    “ERISA
      Event”
means,
      with respect to any Credit Party or any ERISA Affiliate, (a) any event described
      in Section 4043(c) of ERISA with respect to a Title IV Plan; (b) the withdrawal
      of any Credit Party or ERISA Affiliate from a Title IV Plan subject to Section
      4063 of ERISA during a plan year in which it was a substantial employer, as
      defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal
      of any Credit Party or any ERISA Affiliate from any Multiemployer Plan; (d)
      the
      filing of a notice of intent to terminate a Title IV Plan or the treatment
      of a
      plan amendment as a termination under Section 4041 of ERISA; (e) the institution
      of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC;
      (f) the failure by any Credit Party or ERISA Affiliate to make when due required
      contributions to a Multiemployer Plan or Title IV Plan unless such failure
      is
      cured within 30 days; (g) any other event or condition that might reasonably
      be
      expected to constitute grounds under Section 4042 of ERISA for the termination
      of, or the appointment of a trustee to administer, any Title IV Plan or
      Multiemployer Plan or for the imposition of liability under Section 4069 or
      4212(c) of ERISA; (h) the termination of a Multiemployer Plan under Section
      4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan
      under
      Section 4241 or 4245 of ERISA; or (i) the revocation or threatened
      revocation of a Qualified Plan’s qualification or tax exempt status; or (j) the
      termination of a Plan described in Section 4064 of ERISA.

     

    “ESOP”
means
      a
      Plan that is intended to satisfy the requirements of Section 4975(e)(7) of
      the
      IRC.

     

    “E-System”
means
      any electronic system, including Intralinks(R) and any other Internet or
      extranet-based site, whether such electronic system is owned, operated or hosted
      by Agent, any of its Affiliates, or any of such Person's respective officers,
      directors, employees, attorneys, agents and representatives or any other Person,
      providing for access to data protected by passcodes or other security system.
      

     

    “Event
      of Default”
has
      the
      meaning ascribed to it in Section
      8.1.

     

    “Existing
      Credit Agreement”
has
      the
      meaning ascribed to it in the recitals hereto.

     

    “Fair
      Labor Standards Act”
means
      the Fair Labor Standards Act, 29 U.S.C. Sec.201 et seq.

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    “Federal
      Funds Rate”
means,
      for any day, a floating rate equal to the weighted average of the rates on
      overnight federal funds transactions among members of the Federal Reserve
      System, as determined by Agent in its sole discretion, which determination
      shall
      be final, binding and conclusive (absent manifest error).

     

    “Federal
      Reserve Board”
means
      the Board of Governors of the Federal Reserve System.

     

    “Fees”
means
      any and all fees payable to Agent or any Lender pursuant to the Agreement or
      any
      of the other Loan Documents.

     

    “Financial
      Covenants”
means
      the financial covenants set forth in Annex G.

     

    “Financial
      Statements”
means
      the consolidated and consolidating income statements, statements of cash flows
      and balance sheets of Borrower delivered in accordance with Section
      3.4
      and
Annex
      E.

     

    “Fiscal
      Month”
means
      any of the monthly accounting periods of Borrower.

     

    “Fiscal
      Quarter”
means
      any of the quarterly accounting periods of Borrower, ending on March 31, June
      30, September 30 and December 31 of each year.

     

    “Fiscal
      Year”
means
      any of the annual accounting periods of Borrower ending on March 31 of each
      year.

     

    “Fixed
      Charges”
means,
      with respect to any Person for any fiscal period, (a) the aggregate of all
      Interest Expense paid or accrued during such period, plus
      (b)
      scheduled payments of principal with respect to Indebtedness during such period,
      plus
      (c)
      taxes paid in cash during such period.

     

    “Fixed
      Charge Coverage Ratio”
means,
      with respect to any Person for any fiscal period, the ratio of EBITDA, less
      Capital Expenditures, to Fixed Charges. In computing Fixed Charges for any
      fiscal period, interest and principal payments that are due within one week
      after the end of that fiscal period, without duplication, shall be deemed to
      have been paid on the last day of that fiscal period.

     

    “Fixtures”
means
      all “fixtures” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party.

     

    “Foreign
      Subsidiaries”
means
      all Subsidiaries that are not Domestic Subsidiaries.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of America,
      consistently applied, as such term is further defined in Annex
      G
      to the
      Agreement.

     

    “GE
      Capital”
means
      General Electric Capital Corporation, a Delaware corporation.

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    “GE
      Capital Fee Letter”
means
      that certain letter, dated as of the Closing Date, between GE Capital and
      Borrower with respect to certain Fees to be paid from time to time by Borrower
      to GE Capital and other matters.

     

    “General
      Intangibles”
means
      “general intangibles,” as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, including all right, title and interest
      that such Credit Party may now or hereafter have in or under any Contract,
      all
      payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents,
      and all applications therefor and reissues, extensions or renewals thereof,
      rights in Intellectual Property, interests in partnerships, joint ventures
      and
      other business associations, licenses, permits, copyrights, trade secrets,
      proprietary or confidential information, inventions (whether or not patented
      or
      patentable), technical information, procedures, designs, knowledge, know-how,
      software, data bases, data, skill, expertise, experience, processes, models,
      drawings, materials and records, goodwill (including the goodwill associated
      with any Trademark or Trademark License), all rights and claims in or under
      insurance policies (including insurance for fire, damage, loss and casualty,
      whether covering personal property, real property, tangible rights or intangible
      rights, all liability, life, key man and business interruption insurance, and
      all unearned premiums), uncertificated securities, choses in action, deposit,
      checking and other bank accounts, rights to receive tax refunds and other
      payments, rights to receive dividends, distributions, cash, Instruments and
      other property in respect of or in exchange for pledged Stock and Investment
      Property, rights of indemnification, all books and records, correspondence,
      credit files, invoices and other papers, including without limitation all tapes,
      cards, computer runs and other papers and documents in the possession or under
      the control of such Credit Party or any computer bureau or service company
      from
      time to time acting for such Credit Party.

     

    “Goods”
means
      any “goods” as defined in the Code, now owned or hereafter acquired by any
      Credit Party, wherever located, including embedded software to the extent
      included in “goods” as defined in the Code, manufactured homes, standing timber
      that is cut and removed for sale and unborn young of animals.

     

    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, department or other entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.

     

    “Guaranteed
      Indebtedness”
means,
      as to any Person, any obligation of such Person guaranteeing, providing comfort
      or otherwise supporting any Indebtedness, lease, dividend, or other obligation
      (“primary
      obligation”)
      of any
      other Person (the “primary
      obligor”)
      in any
      manner, including any obligation or arrangement of such Person to
      (a) purchase or repurchase any such primary obligation, (b) advance or
      supply funds (i) for the purchase or payment of any such primary obligation
      or
      (ii) to maintain working capital or equity capital of the primary obligor
      or otherwise to maintain the net worth or solvency or any balance sheet
      condition of the primary obligor, (c) purchase property, securities or
      services primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such primary
      obligation, (d) protect the beneficiary of such arrangement from loss (other
      than product warranties given in the ordinary course of business) or
      (e) indemnify the owner of such primary obligation against loss in respect
      thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
      to be an amount equal to the lesser at such time of (x) the stated or
      determinable amount of the primary obligation in respect of which such
      Guaranteed Indebtedness is incurred and (y) the maximum amount for which such
      Person may be liable pursuant to the terms of the instrument embodying such
      Guaranteed Indebtedness, or, if not stated or determinable, the maximum
      reasonably anticipated liability (assuming full performance) in respect
      thereof.

     

    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

    “Guaranties”
means,
      collectively, any guaranty executed by any Guarantor in favor of Agent and
      Lenders in respect of the Obligations.

     

    “Guarantors”
means
      each US Credit Party, other than Borrower, and each other Person, if any, that
      executes a guaranty or other similar agreement in favor of Agent, for itself
      and
      the ratable benefit of Lenders, in connection with the transactions contemplated
      by the Agreement and the other Loan Documents.

     

    “Hazardous
      Material”
means
      any substance, material or waste that is regulated by, or forms the basis of
      liability now or hereafter under, any Environmental Laws, including any material
      or substance that is (a) defined as a “solid waste,” “hazardous waste,”
“hazardous material,” “hazardous substance,” “extremely hazardous waste,”
“restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous
      constituent,” “special waste,” “toxic substance” or other similar term or phrase
      under any Environmental Laws, or (b) petroleum or any fraction or by-product
      thereof, asbestos, polychlorinated biphenyls (PCB’s), or any radioactive
      substance.

     

    “IC
      Sensors”
means
      IC Sensors, Inc., a California corporation.

     

    “Indebtedness”
means,
      with respect to any Person, without duplication (a) all indebtedness of such
      Person for borrowed money or for the deferred purchase price of property payment
      for which is deferred 6 months or more, but excluding obligations to trade
      creditors incurred in the ordinary course of business that are unsecured and
      not
      overdue by more than 6 months unless being contested in good faith, (b) all
      reimbursement and other obligations with respect to letters of credit, bankers’
acceptances and surety bonds, whether or not matured, (c) all obligations
      evidenced by notes, bonds, debentures or similar instruments, (d) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such agreement
      in
      the event of default are limited to repossession or sale of such property),
      (e)
      all Earnouts payable by such Person, (f) all Capital Lease Obligations and
      the
      present value (discounted at the Index Rate as in effect o the Closing Date)
      of
      future rental payments under all synthetic leases, (g) all obligations of such
      Person under commodity purchase or option agreements or other commodity price
      hedging arrangements, in each case whether contingent or matured, (h) all
      obligations of such Person under any foreign exchange contract, currency swap
      agreement, interest rate swap, cap or collar agreement or other similar
      agreement or arrangement designed to alter the risks of that Person arising
      from
      fluctuations in currency values or interest rates, in each case whether
      contingent or matured, (i) all Indebtedness referred to above secured by (or
      for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any Lien upon or in property or other assets
      (including accounts and contract rights) owned by such Person, even though
      such
      Person has not assumed or become liable for the payment of such Indebtedness,
      and (j) the Obligations.

     

    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

     

    “Indemnified
      Liabilities”
has
      the
      meaning ascribed to it in Section
      1.13.

     

    “Indemnified
      Person”
has
      the
      meaning ascribed to it in Section 1.13.

     

    “Index
      Rate”
means,
      for any day, a floating rate equal to the higher of (i) the rate publicly quoted
      from time to time by The Wall Street Journal
      as the
“base rate on corporate loans posted by at least 75% of the nation’s 30 largest
      banks” (or, if The Wall Street
      Journal
      ceases
      quoting a base rate of the type described, the highest per annum rate of
      interest published by the Federal Reserve Board in Federal Reserve statistical
      release H.15 (519) entitled “Selected Interest Rates” as the Bank prime
      loan rate or its equivalent), and (ii) the Federal Funds Rate plus 50 basis
      points per annum. Each change in any interest rate provided for in the Agreement
      based upon the Index Rate shall take effect at the time of such change in the
      Index Rate.

     

    “Index
      Rate Loan”
means
      a
      Loan or portion thereof bearing interest by reference to the Index
      Rate.

     

    “Instruments”
means
      all “instruments,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and, in any event, including
      all
      certificated securities, all certificates of deposit, and all notes and other,
      without limitation, evidences of indebtedness, other than instruments that
      constitute, or are a part of a group of writings that constitute, Chattel
      Paper.

     

    “Intellectual
      Property”
means
      any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill
      associated with such Trademarks.

     

    “Intellectual
      Property Security Agreement”
means
      the Amended and Restated Intellectual Property Security Agreement made in favor
      of Agent, on behalf of itself and Lenders, by each applicable US Credit
      Party.

     

    “Intermediate
      Holdings”
means
      Measurement Specialties Foreign Holdings Corporation, a Delaware
      corporation.

     

    “Intercompany
      Notes”
has
      the
      meaning ascribed to it in Section
      6.3.

     

    “Interest
      Expense”
means,
      with respect to any Person for any fiscal period, interest expense (whether
      cash
      or non-cash) of such Person determined in accordance with GAAP for the relevant
      period ended on such date, including interest expense with respect to any
      Indebtedness of such Person and interest expense for the relevant period that
      has been capitalized on the balance sheet of such Person.

     

    “Interest
      Payment Date”
means
      (a) as to any Index Rate Loan, the first Business Day of each month to occur
      while such Loan is outstanding, and (b) as to any LIBOR Loan, the last day
      of
      the applicable LIBOR Period; provided
      that, in
      addition to the foregoing, each of (x) the date upon which all of the
      Commitments have been terminated and the Loans have been paid in full and (y)
      the Commitment Termination Date shall be deemed to be an “Interest
      Payment Date”
with
      respect to any interest that has then accrued under the Agreement.

     

    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    

     

    “Interest
      Rate Management Obligations”
means
      all Rate Management Obligations arising out of interest rate protection or
      hedging agreements or transactions (including, but not limited to, interest
      rate
      swaps, caps, collars, floors and similar transactions) designed to protect
      or
      manage exposure to the fluctuations in the interest rates applicable to any
      of
      the Loans.

     

    “Inventory”
means
      any “inventory,” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and in any event including
      inventory, merchandise, goods and other personal property that are held by
      or on
      behalf of any Credit Party for sale or lease or are furnished or are to be
      furnished under a contract of service, or that constitute raw materials, work
      in
      process, finished goods, returned goods, supplies or materials of any kind,
      nature or description used or consumed or to be used or consumed in such Credit
      Party’s business or in the processing, production, packaging, promotion,
      delivery or shipping of the same, including other supplies and embedded
      software.

     

    “Investment
      Property”
means
      all “investment property” as such term is defined in the Code now owned or
      hereafter acquired by any Credit Party, wherever located, including (i) all
      securities, whether certificated or uncertificated, including stocks, bonds,
      interests in limited liability companies, partnership interests, treasuries,
      certificates of deposit, and mutual fund shares; (ii) all securities
      entitlements of any Credit Party, including the rights of such Credit Party
      to
      any securities account and the financial assets held by a securities
      intermediary in such securities account and any free credit balance or other
      money owing by any securities intermediary with respect to that account; (iii)
      all securities accounts of any Credit Party; (iv) all commodity contracts of
      any
      Credit Party; and (v) all commodity accounts held by any Credit
      Party.

     

    “IRC”
means
      the Internal Revenue Code of 1986, as amended, and all regulations promulgated
      thereunder.

     

    “IRS”
means
      the Internal Revenue Service.

     

    “Kenabell
      Holding”
means
      Kenabell Holding Limited, a British Virgin Islands company.

     

    “L/C
      Issuer”
has
      the
      meaning ascribed to it in Annex
      B.

     

    “L/C
      Sublimit”
has
      the
      meaning ascribed to in it Annex
      B.

     

    “Lenders”
means
      GE Capital, the other Lenders named on the signature pages of the Agreement,
      and, if any such Lender shall decide to assign all or any portion of the
      Obligations (other than Rate Management Obligations), such term shall include
      any assignee of such Lender.

     

    “Letter
      of Credit Fee”
has
      the
      meaning ascribed to it in Annex
      B.

     

    “Letter
      of Credit Obligations”
means
      all outstanding obligations incurred by Agent and Lenders at the request of
      Borrower, whether direct or indirect, contingent or otherwise, due or not due,
      in connection with the issuance of Letters of Credit by Agent or another L/C
      Issuer or the purchase of a participation as set forth in Annex
      B
      with
      respect to any Letter of Credit. The amount of such Letter of Credit Obligations
      shall equal the maximum amount that may be payable by Agent or Lenders thereupon
      or pursuant thereto.

     

    
      
        
        

      

      
        A-15

        
          

        

      

      
        
        

      

    

     

    “Letter-of-Credit
      Rights”
means
      “letter-of-credit rights” as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, including rights to payment or
      performance under a letter of credit, whether or not such Credit Party, as
      beneficiary, has demanded or is entitled to demand payment or
      performance.

     

    “Letters
      of Credit”
means
      documentary or standby letters of credit issued for the account of Borrower
      by
      any L/C Issuer, and bankers’ acceptances issued by Borrower, for which Agent and
      Lenders have incurred Letter of Credit Obligations. The term does not include
      a
      Swap Related L/C.

     

    “LIBOR
      Business Day”
means
      a
      Business Day on which banks in the City of London are generally open for
      interbank or foreign exchange transactions.

     

    “LIBOR
      Loan”
means
      a
      Loan or any portion thereof bearing interest by reference to the LIBOR
      Rate.

     

    “LIBOR
      Period”
means,
      with respect to any LIBOR Loan, each period commencing on a LIBOR Business
      Day
      selected by Borrower pursuant to the Agreement and ending one, two or three
      months thereafter, as selected by Borrower’s irrevocable notice to Agent as set
      forth in Section
      1.5(e);
      provided,
      that
      the foregoing provision relating to LIBOR Periods is subject to the
      following:

     

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

     

    (b) any
      LIBOR
      Period that would otherwise extend beyond the Commitment Termination Date shall
      end 2 LIBOR Business Days prior to such date;

     

    (c) any
      LIBOR
      Period that begins on the last LIBOR Business Day of a calendar month (or on
      a
      day for which there is no numerically corresponding day in the calendar month
      at
      the end of such LIBOR Period) shall end on the last LIBOR Business Day of a
      calendar month;

     

    (d) Borrower
      shall select LIBOR Periods so as not to require a payment or prepayment of
      any
      LIBOR Loan during a LIBOR Period for such Loan; and

     

    (e) Borrower
      shall select LIBOR Periods so that there shall be no more than 5 separate LIBOR
      Loans in existence at any one time.

     

    “LIBOR
      Rate”
means
      for each LIBOR Period, a rate of interest determined by Agent equal
      to:

     

    
      
        
        

      

      
        A-16

        
          

        

      

      
        
        

      

    

     

    (a) the
      offered rate for deposits in United States Dollars for the applicable LIBOR
      Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time),
      on the second full LIBOR Business Day next preceding the first day of such
      LIBOR
      Period (unless such date is not a Business Day, in which event the next
      succeeding Business Day will be used); divided by

     

    (b) a
      number
      equal to 1.0 minus
      the
      aggregate (but without duplication) of the rates (expressed as a decimal
      fraction) of reserve requirements in effect on the day that is 2 LIBOR Business
      Days prior to the beginning of such LIBOR Period (including basic, supplemental,
      marginal and emergency reserves under any regulations of the Federal Reserve
      Board or other Governmental Authority having jurisdiction with respect thereto,
      as now and from time to time in effect) for Eurocurrency funding (currently
      referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve
      Board that are required to be maintained by a member bank of the Federal Reserve
      System.

     

    If
      such
      interest rates shall cease to be available from Telerate News Service, the
      LIBOR
      Rate shall be determined from such financial reporting service or other
      information as shall be mutually acceptable to Agent and Borrower.

     

    “License”
means
      any Copyright License, Patent License, Trademark License or other license of
      rights or interests now held or hereafter acquired by any Credit
      Party.

     

    “Lien”
means
      any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, easement or encumbrance,
      or
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any lease or title retention agreement,
      any financing lease having substantially the same economic effect as any of
      the
      foregoing, and the filing of, or agreement to give, any financing statement
      perfecting a security interest under the Code or comparable law of any
      jurisdiction).

     

    “Litigation”
has
      the
      meaning ascribed to it in Section
      3.13.

     

    “Loan
      Account”
has
      the
      meaning ascribed to it in Section
      1.12.

     

    “Loan
      Documents”
means
      the Agreement, the Notes, the Collateral Documents, the Master Standby
      Agreement, the Master Documentary Agreement, and all other agreements,
      instruments, documents and certificates identified in the Closing Checklist
      executed and delivered to, or in favor of, Agent or any Lenders and including
      all other pledges, powers of attorney, consents, assignments, contracts,
      notices, and all other written matter whether heretofore, now or hereafter
      executed by or on behalf of any Credit Party, or any employee of any Credit
      Party, and delivered to Agent or any Lender in connection with the Agreement
      or
      the transactions contemplated thereby. Any reference in the Agreement or any
      other Loan Document to a Loan Document shall include all appendices, exhibits
      or
      schedules thereto, and all amendments, restatements, supplements or other
      modifications thereto, and shall refer to the Agreement or such Loan Document
      as
      the same may be in effect at any and all times such reference becomes
      operative.

     

    “Loans”
means
      the Revolving Loan and the Term Loan.

     

    
      
        
        

      

      
        A-17

        
          

        

      

      
        
        

      

    

     

    “Lock
      Boxes”
has
      the
      meaning ascribed to it in Annex
      C.

     

    “Margin
      Stock”
has
      the
      meaning ascribed to it in Section
      3.10.

     

    “Master
      Documentary Agreement”
means
      the Master Agreement for Documentary Letters of Credit dated as of December
      17,
      2004 between Borrower, as Applicant, and GE Capital, as Issuer.

     

    “Master
      Standby Agreement”
means
      the Master Agreement for Standby Letters of Credit dated as of December 17,
      2004
      between Borrower, as Applicant, and GE Capital, as Issuer.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, assets, operations, prospects
      or
      financial or other condition of Borrower, the US Credit Parties considered
      as a
      whole or the Credit Parties considered as a whole, (b) Borrower’s ability to pay
      any of the Loans or any of the other Obligations in accordance with the terms
      of
      the Agreement, (c) the Collateral or Agent’s Liens, on behalf of itself and
      Lenders, on the Collateral or the priority of such Liens, or (d) Agent’s or any
      Lender’s rights and remedies under the Agreement and the other Loan
      Documents.

     

    “Maximum
      Amount”
means,
      as of any date of determination, an amount equal to the Revolving Loan
      Commitment of all Lenders as of that date.

     

    “Mrehtateb”
has
      the
      meaning ascribed to it in the definition of “BetaTHERM
      Reorganization”.

     

    “Multiemployer
      Plan”
means
      a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any
      Credit Party or ERISA Affiliate is making, is obligated to make or has made
      or
      been obligated to make, contributions on behalf of participants who are or
      were
      employed by any of them.

     

    “Non-Funding
      Lender”
has
      the
      meaning ascribed to it in Section
      9.9(a)(ii).

     

    “Notes”
means,
      collectively, the Revolving Notes and the Term Notes.

     

    “Notice
      of Conversion/Continuation”
has
      the
      meaning ascribed to it in Section
      1.5(e).

     

    “Notice
      of Revolving Credit Advance”
has
      the
      meaning ascribed to it in Section
      1.1(a).

     

    “Obligations”
means
      (a) all loans, advances, debts, liabilities and obligations, for the performance
      of covenants, tasks or duties or for payment of monetary amounts (whether or
      not
      such performance is then required or contingent, or such amounts are liquidated
      or determinable) owing by any Credit Party to Agent or any Lender, and all
      covenants and duties regarding such amounts, of any kind or nature, present
      or
      future, whether or not evidenced by any note, agreement, letter of credit
      agreement or other instrument, arising under the Agreement or any of the other
      Loan Documents, and (b) all Rate Management Obligations. This term includes
      all
      principal, interest (including all interest that accrues after the commencement
      of any case or proceeding by or against any Credit Party in bankruptcy, whether
      or not allowed in such case or proceeding), Fees, Swap Related Reimbursement
      Obligations, hedging obligations under swaps, caps and collar arrangements
      provided by any Lender, expenses, attorneys' fees and any other sum chargeable
      to any Credit Party under the Agreement or any of the other Loan
      Documents.

     

    
      
        
        

      

      
        A-18

        
          

        

      

      
        
        

      

    

     

    “Other
      Rate Management Obligations”
means
      all Rate Management Obligations that are not Interest Rate Management
      Obligations.

     

    “Patent
      License”
means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right with respect to any invention on which a Patent is
      in
      existence.

     

    “Patents”
means
      all of the following in which any Credit Party now holds or hereafter acquires
      any interest: (a) all letters patent of the United States or any other country,
      all registrations and recordings thereof, and all applications for letters
      patent of the United States or of any other country, including registrations,
      recordings and applications in the United States Patent and Trademark Office
      or
      in any similar office or agency of the United States, any State or any other
      country, and (b) all reissues, continuations, continuations-in-part or
      extensions thereof.

     

    “Permitted
      Acquisition”
has
      the
      meaning ascribed to it in Section
      6.1.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

     

    “Pension
      Plan”
means
      a
      Plan described in Section 3(2) of ERISA.

     

    “Permitted
      Encumbrances”
means
      the following encumbrances: (a) Liens for taxes or assessments or other
      governmental Charges not yet due and payable or which are being contested in
      accordance with Section
      5.2(b);
      (b)
      pledges or deposits of money securing statutory obligations under workmen’s
      compensation, unemployment insurance, social security or public liability laws
      or similar legislation (excluding Liens under ERISA); (c) pledges or deposits
      of
      money securing bids, tenders, contracts (other than contracts for the payment
      of
      money) or leases to which any Credit Party is a party as lessee made in the
      ordinary course of business; (d) inchoate and unperfected workers’, mechanics’
or similar liens arising in the ordinary course of business, so long as such
      Liens attach only to Equipment, Fixtures and/or Real Estate; (e) carriers’,
      warehousemen’s, suppliers’ or other similar possessory liens arising in the
      ordinary course of business and securing liabilities in an outstanding aggregate
      amount not in excess of $50,000 at any time, so long as such Liens attach only
      to Inventory; (f) deposits securing, or in lieu of, surety, appeal or customs
      bonds in proceedings to which any Credit Party is a party; (g) any attachment
      or
      judgment lien not constituting an Event of Default under Section
      8.1(j);
      (h)
      zoning restrictions, easements, licenses, or other restrictions on the use
      of
      any Real Estate or other minor irregularities in title (including leasehold
      title) thereto, so long as the same do not materially impair the use, value,
      or
      marketability of such Real Estate; (i) presently existing or hereafter created
      Liens in favor of Agent, on behalf of Lenders; and (j) Liens expressly permitted
      under clauses
      (b) and (c)
      of
Section
      6.7
      of the
      Agreement.

     

    
      
        
        

      

      
        A-19

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Investments”
means
      the following (i) marketable direct obligations issued or unconditionally
      guaranteed by the United States of America or any agency thereof maturing within
      one year from the date of acquisition thereof, (ii) commercial paper
      maturing no more than one year from the date of creation thereof and currently
      having the highest rating obtainable from either Standard & Poor’s Ratings
      Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (iii)
      certificates of deposit maturing no more than one year from the date of creation
      thereof issued by commercial banks incorporated under the laws of the United
      States of America, each having combined capital, surplus and undivided profits
      of not less than $300,000,000 and having a senior unsecured rating of “A” or
      better by a nationally recognized rating agency (an “A
      Rated Bank”),
      (iv)
      time deposits maturing no more than 30 days from the date of creation thereof
      with A Rated Banks and (v) mutual funds that invest solely in one or more of
      the
      investments described in clauses (i) through (iv) above.

     

    “Person”
means
      any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, public benefit corporation, other entity or government
      (whether federal, state, county, city, municipal, local, foreign, or otherwise,
      including any instrumentality, division, agency, body or department
      thereof).

     

    “Plan”
means,
      at any time, an “employee benefit plan,” as defined in Section 3(3) of ERISA,
      that any Credit Party or ERISA Affiliate maintains, contributes to or has an
      obligation to contribute to on behalf of participants who are or were employed
      by any Credit Party.

     

    “Pledge
      Agreements”
means
      the pledge agreement or agreements dated as of December 17, 2004 executed by
      the
      US Credit Parties in favor of Agent, on behalf of itself and Lenders, pledging
      all Stock of the Domestic Subsidiaries, and 66% of the Stock of the Foreign
      Subsidiaries (including such pledge or other agreements under the laws of the
      jurisdiction of organization of such Foreign Subsidiary as Agent may require
      to
      grant a valid and enforceable perfected security interests prior to the rights
      of all third Persons and subject to no other Liens, except Permitted
      Encumbrances), if any, and all Intercompany Notes owing to or held by it, and
      any pledge agreements entered into after the Closing Date by any Credit Party
      (as required by the Agreement or any other Loan Document).

     

    “Proceeds”
means
      “proceeds,” as such term is defined in the Code, including (a) any and all
      proceeds of any insurance, indemnity, warranty or guaranty payable to any Credit
      Party from time to time with respect to any of the Collateral, (b) any and
      all
      payments (in any form whatsoever) made or due and payable to any Credit Party
      from time to time in connection with any requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      Governmental Authority (or any Person acting under color of governmental
      authority), (c) any claim of any Credit Party against third parties (i) for
      past, present or future infringement of any Patent or Patent License, or (ii)
      for past, present or future infringement or dilution of any Copyright, Copyright
      License, Trademark or Trademark License, or for injury to the goodwill
      associated with any Trademark or Trademark License, (d) any recoveries by any
      Credit Party against third parties with respect to any litigation or dispute
      concerning any of the Collateral including claims arising out of the loss or
      nonconformity of, interference with the use of, defects in, or infringement
      of
      rights in, or damage to, Collateral, (e) all amounts collected on, or
      distributed on account of, other Collateral, including dividends, interest,
      distributions and Instruments with respect to Investment Property and pledged
      Stock, and (f) any and all other amounts, rights to payment or other
      property acquired upon the sale, lease, license, exchange or other disposition
      of Collateral and all rights arising out of Collateral.

     

    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

    

     

    “Pro
      Forma”
means
      the unaudited consolidated and consolidating balance sheet of Borrower and
      its
      Subsidiaries as of March 31, 2006 after giving pro forma
      effect
      to the Related Transactions.

     

    “Projections”
means
      Borrower’s forecasted consolidated and consolidating: (a) balance sheets; (b)
      profit and loss statements; (c) cash flow statements; and (d) capitalization
      statements, all prepared on a Subsidiary by Subsidiary or division-by-division
      basis, if applicable, and otherwise consistent with the historical Financial
      Statements of Borrower, together with appropriate supporting details and a
      statement of underlying assumptions.

     

    “Pro
      Rata Share”
means
      with respect to all matters relating to any Lender (a) with respect to the
      Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan
      Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments
      of
      all Lenders, (b) with respect to the Term Loan, the percentage obtained by
      dividing (i) the Term Loan Commitment of that Lender by (ii) the aggregate
      Term
      Loan Commitments of all Lenders, as any such percentages may be adjusted by
      assignments permitted pursuant to Section
      9.1,
      (c)
      with respect to all Loans, the percentage obtained by dividing (i) the aggregate
      Commitments of that Lender by (ii) the aggregate Commitments of all Lenders,
      and
      (d) with respect to all Loans on and after the Commitment Termination Date,
      the
      percentage obtained by dividing (i) the aggregate outstanding principal balance
      of the Loans held by that Lender, by (ii) the outstanding principal balance
      of
      the Loans held by all Lenders.

     

    “Qualified
      Plan”
means
      a
      Pension Plan that is intended to be tax-qualified under Section 401(a) of the
      IRC.

     

    “Qualified
      Assignee”
means
      (a) any Lender, any Affiliate of any Lender and, with respect to any Lender
      that
      is an investment fund that invests in commercial loans, any other investment
      fund that invests in commercial loans and that is managed or advised by the
      same
      investment advisor as such Lender or by an Affiliate of such investment advisor,
      and (b) any commercial bank, savings and loan association or savings bank or
      any
      other entity which is an “accredited investor” (as defined in Regulation D under
      the Securities Act) which extends credit or buys loans as one of its businesses,
      including insurance companies, mutual funds, lease financing companies and
      commercial finance companies, in each case, which has a rating of BBB or higher
      from S&P and a rating of Baa2 or higher from Moody’s at the date that it
      becomes a Lender and which, through its applicable lending office, is capable
      of
      lending to Borrower without the imposition of any withholding or similar taxes;
      provided that no Person or Affiliate of such Person (other than a Person that
      is
      already a Lender) holding Subordinated Debt or Stock issued by any Credit Party
      shall be a Qualified Assignee.

     

    “Rate
      Management Obligations”
means
      all obligations of any Credit Party to any Lender or any Affiliate of any Lender
      under any commodity purchase or option agreements or other commodity price
      hedging arrangements or under any foreign exchange contract, currency swap
      agreement, interest rate swap, cap or collar agreement or other similar
      agreement or arrangement designed to alter the risks of such Credit Party
      arising from fluctuations in currency values or interest rates, in each case,
      which (a) are permitted under the Agreement and disclosed to Agent, and (b)
      do
      not have a term or maturity which is later than the Commitment Termination
      Date.

     

    
      
        
        

      

      
        A-21

        
          

        

      

      
        
        

      

    

     

    “Rate
      Management Provider”
means
      any Lender or any Affiliate of any Lender to which any Credit Party has any
      outstanding Rate Management Obligations.

     

    “Ratable
      Share”
has
      the
      meaning ascribed to it in Section
      1.1(b).

     

    “Real
      Estate”
has
      the
      meaning ascribed to it in Section
      3.6.

     

    “Related
      Transactions”
means
      the initial borrowing under the Revolving Loan and the Term Loan on the Closing
      Date, the Acquisitions, the payment of all fees, costs and expenses associated
      with all of the foregoing and the execution and delivery of all of the Related
      Transactions Documents.

     

    “Related
      Transactions Documents”
means
      the Loan Documents, the BetaTHERM Acquisition Documents, the YSIS Acquisition
      Documents and all other agreements or instruments executed in connection with
      the Related Transactions.

     

    “Release”
means
      any release, threatened release, spill, emission, leaking, pumping, pouring,
      emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
      dumping, leaching or migration of Hazardous Material in the indoor or outdoor
      environment, including the movement of Hazardous Material through or in the
      air,
      soil, surface water, ground water or property.

     

    “Requisite
      Lenders”
means
      Lenders having (a) 66 2/3% or more of the Commitments of all Lenders, or (b)
      if
      the Commitments have been terminated, 66 2/3% or more of the aggregate
      outstanding amount of the Loans; provided
      that so
      long as there are only two Lenders (a Lender and any Affiliates thereof which
      are also Lenders shall be treated a single Lender for purposes of this proviso),
      Requisite Lenders must include both such Lenders.

     

    “Restricted
      Payment”
means,
      with respect to any Credit Party (a) the declaration or payment of any
      dividend or the incurrence of any liability to make any other payment or
      distribution of cash or other property or assets in respect of Stock; (b) any
      payment on account of the purchase, redemption, defeasance, sinking fund or
      other retirement of such Credit Party’s Stock or any other payment or
      distribution made in respect thereof, either directly or indirectly; (c) any
      payment or prepayment of principal of, premium, if any, or interest, fees or
      other charges on or with respect to, and any redemption, purchase, retirement,
      defeasance, sinking fund or similar payment and any claim for rescission with
      respect to, any Subordinated Debt; (d) any payment made to redeem, purchase,
      repurchase or retire, or to obtain the surrender of, any outstanding warrants,
      options or other rights to acquire Stock of such Credit Party now or hereafter
      outstanding; (e) any payment of a claim for the rescission of the purchase
      or
      sale of, or for material damages arising from the purchase or sale of, any
      shares of such Credit Party’s Stock or of a claim for reimbursement,
      indemnification or contribution arising out of or related to any such claim
      for
      damages or rescission; and (f) any payment, loan, contribution, or other
      transfer of funds or other property (including any management fees or other
      fees
      of a similar nature) to any Stockholder of such Credit Party, except in the
      ordinary course of and pursuant to the reasonable requirements of such Credit
      Party’s business and upon fair and reasonable terms that are no less favorable
      to such Credit Party than would be obtained in a comparable arm’s length
      transaction with a Person not an Affiliate of such Credit Party and which are
      approved by the disinterested directors of Borrower.

     

    
      
        
        

      

      
        A-22

        
          

        

      

      
        
        

      

    

     

    “Retiree
      Welfare Plan”
means,
      at any time, a Welfare Plan that provides for continuing coverage or benefits
      for any participant or any beneficiary of a participant after such participant’s
      termination of employment, other than continuation coverage provided pursuant
      to
      Section 4980B of the IRC and at the sole expense of the participant or the
      beneficiary of the participant.

     

    “Revolving
      Credit Advance”
has
      the
      meaning ascribed to it in Section
      1.1(a)(i).

     

    “Revolving
      Lenders”
means,
      as of any date of determination, Lenders having a Revolving Loan
      Commitment.

     

    “Revolving
      Loan”
means,
      at any time, the sum of (i) the aggregate amount of Revolving Credit Advances
      outstanding to Borrower plus
      (ii) the
      aggregate Letter of Credit Obligations incurred on behalf of Borrower. Unless
      the context otherwise requires, references to the outstanding principal balance
      of the Revolving Loan shall include the outstanding balance of Letter of Credit
      Obligations.

     

    “Revolving
      Loan Commitment”
means
      (a) as to any Revolving Lender, the aggregate commitment of such Revolving
      Lender to make Revolving Credit Advances or incur Letter of Credit Obligations
      as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Revolving
      Lender and (b) as to all Revolving Lenders, the aggregate commitment of all
      Revolving Lenders to make Revolving Credit Advances or incur Letter of Credit
      Obligations, which aggregate commitment shall be Fifty-Five Million Dollars
      ($55,000,000) on the Closing Date, as such amount may be adjusted, if at all,
      from time to time in accordance with the Agreement.

     

    “Revolving
      Note”
has
      the
      meaning ascribed to it in Section 1.1(a)(ii).

     

    “Securitization”
means
      a
      public or private offering by a Lender or any of its direct or indirect
      Affiliates or their respective successors and assigns, of securities which
      represent an interest in, or which are collateralized, in whole or in part,
      by
      the Loans.

     

    “Security
      Agreement”
means
      the Amended and Restated Security Agreement, dated as of the date hereof,
      entered into by and among Agent, on behalf of itself and Lenders, and each
      Credit Party that is a signatory thereto.

     

    “SEC
      Investigation”
means
      the formal investigation of Borrower commenced in June, 2002 by the Division
      of
      Enforcement of the Securities and Exchange Commission relating to Borrower’s
      Quarterly Report on Form 10-Q for the quarter ended December 31,
      2001.

     

    “Senior
      Indebtedness”
means
      any Indebtedness other than Subordinated Debt, Subordinated Earnouts, the Elekon
      Seller Note and the Closing Date Earnouts.

     

    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

    

     

    “Senior
      Leverage Ratio”
means,
      as of any date of determination ,with respect to Borrower, on a consolidated
      basis, the ratio of (a) Senior Indebtedness as of such date of determination,
      to
      (b) EBITDA for the twelve months ending on such date of
      determination.

     

    “Software”
means
      all “software” as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, other than software embedded in any category
      of
      Goods, including all computer programs and all supporting information provided
      in connection with a transaction related to any program.

     

    “Solvent”
means,
      with respect to any Person on a particular date, that on such date (a) the
      fair
      value of the property of such Person is greater than the total amount of
      liabilities, including contingent liabilities, of such Person; (b) the present
      fair salable value of the assets of such Person is not less than the amount
      that
      will be required to pay the probable liability of such Person on its debts
      as
      they become absolute and matured; (c) such Person does not intend to, and does
      not believe that it will, incur debts or liabilities beyond such Person’s
      ability to pay as such debts and liabilities mature; and (d) such Person is
      not
      engaged in a business or transaction, and is not about to engage in a business
      or transaction, for which such Person’s property would constitute an
      unreasonably small capital. The amount of contingent liabilities (such as
      litigation, guaranties and pension plan liabilities) at any time shall be
      computed as the amount that, in light of all the facts and circumstances
      existing at the time, represents the amount that can be reasonably be expected
      to become an actual or matured liability and any rights of contribution or
      subrogation that would arise if such liabilities were actually
      paid.

     

    “Stock”
means
      all shares, options, warrants, general or limited partnership interests,
      membership interests or other equivalents (regardless of how designated) of
      or
      in a corporation, partnership, limited liability company or equivalent entity
      whether voting or nonvoting, including common stock, preferred stock or any
      other “equity security” (as such term is defined in Rule 3a11-1 of the General
      Rules and Regulations promulgated by the Securities and Exchange Commission
      under the Securities Exchange Act of 1934).

     

    “Stockholder”
means,
      with respect to any Person, each holder of Stock of such Person.

     

    “Subordinated
      Debt”
means
      any unsecured Indebtedness of any Credit Party subordinated to the Obligations
      in a manner and form satisfactory to Agent and Lenders in their sole discretion,
      as to right and time of payment and as to any other rights and remedies
      thereunder.

     

    “Subordinated
      Earnouts”
means
      any unsecured Indebtedness consisting of Earnouts which are subordinated to
      the
      Obligations in a manner and form satisfactory to Agent and Lenders in their
      sole
      discretion, as to right and time of payment and as to any other rights and
      remedies thereunder.

     

    “Subsidiary”
means,
      with respect to any Person, (a) any corporation of which an aggregate of more
      than 50% of the outstanding Stock having ordinary voting power to elect a
      majority of the board of directors of such corporation (irrespective of whether,
      at the time, Stock of any other class or classes of such corporation shall
      have
      or might have voting power by reason of the happening of any contingency) is
      at
      the time, directly or indirectly, owned legally or beneficially by such Person
      or one or more Subsidiaries of such Person, or with respect to which any such
      Person has the right to vote or designate the vote of 50% or more of such Stock
      whether by proxy, agreement, operation of law or otherwise, and (b) any
      partnership or limited liability company in which such Person and/or one or
      more
      Subsidiaries of such Person shall have an interest (whether in the form of
      voting or participation in profits or capital contribution) of more than 50%
      or
      of which any such Person is a general partner or may exercise the powers of
      a
      general partner. Unless the context otherwise requires, each reference to a
      Subsidiary shall be a reference to a Subsidiary of Borrower.

     

    
      
        
        

      

      
        A-24

        
          

        

      

      
        
        

      

    

     

    “Supporting
      Obligations”
means
      all “supporting obligations” as such term is defined in the Code, including
      letters of credit and guaranties issued in support of Accounts, Chattel Paper,
      Documents, General Intangibles, Instruments, or Investment
      Property.

     

    “Swap
      Related L/C”
means
      a
      letter of credit or other credit enhancement provided by GE Capital to the
      extent supporting the payment obligations by Borrower under an interest rate
      protection or hedging agreement or transaction (including, but not limited
      to,
      interest rate swaps, caps, collars, floors and similar transactions) designed
      to
      protect or manage exposure to the fluctuations in the interest rates applicable
      to any of the Loans, and which agreement or transaction Borrower entered into
      as
      the result of a specific referral pursuant to which GE Capital, GE Corporate
      Financial Services, Inc. or any other Affiliate of GE Capital had arranged
      for
      Borrower to enter into such agreement or transaction. The term includes a Swap
      Related L/C as it may be increased from time to time fully to support Borrower's
      payment obligations under any and all such interest rate protection or hedging
      agreements or transactions. 

     

    “Swap
      Related Reimbursement Obligation”
has
      the
      meaning ascribed to it in Section 1.2A. 

     

    “Target”
has
      the
      meaning ascribed to it in Section
      6.1.

     

    “Taxes”
means
      taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities
      with respect thereto, excluding taxes imposed on or measured by the net income
      of Agent or a Lender by the jurisdictions under the laws of which Agent and
      Lenders are organized or conduct business or any political subdivision
      thereof.

     

    “Termination
      Date”
means
      the date on which (a) the Loans have been indefeasibly repaid in full,
      (b) all other Obligations under the Agreement and the other Loan Documents
      have been completely discharged, (c) all Letter of Credit Obligations have
      been cash collateralized, cancelled or backed by standby letters of credit
      in
      accordance with Annex
      B,
      and
      (d) Borrower shall not have any further right to borrow any monies under
      the Agreement.

     

    “Term
      Lenders”
means
      those Lenders having Term Loan Commitments.

     

    “Term
      Loan”
has
      the
      meaning assigned to it in Section
      1.1(b)(i).

     

    “Term
      Loan Commitment”
means
      (a) as to any Lender with a Term Loan Commitment, the commitment of such Lender
      to make its Pro Rata Share of the Term Loan as set forth on Annex J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      and (b) as to all Lenders with a Term Loan Commitment, the aggregate commitment
      of all Lenders to make the Term Loan, which aggregate commitment shall be Twenty
      Million Dollars ($20,000,000) on the Closing Date. After advancing the Term
      Loan, each reference to a Lender’s Term Loan Commitment shall refer to that
      Lender’s Pro Rata Share of the outstanding Term Loan.

     

    
      
        
        

      

      
        A-25

        
          

        

      

      
        
        

      

    

     

    “Term
      Note”
has
      the
      meaning assigned to it in Section
      1.1(b)(i).

     

    “Title
      IV Plan”
means
      a
      Pension Plan (other than a Multiemployer Plan), that is covered by Title IV
      of
      ERISA, and that any Credit Party or ERISA Affiliate maintains, contributes
      to or
      has an obligation to contribute to on behalf of participants who are or were
      employed by any of them.

     

    “Total
      Leverage Ratio”
means,
      as of any date of determination ,with respect to Borrower, on a consolidated
      basis, the ratio of (a) Indebtedness as of such date of determination, to (b)
      EBITDA for the twelve months ending on such date of determination..

     

    “Trademark
      License”
means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right to use any Trademark.

     

    “Trademarks”
means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all trademarks, trade names, corporate names, business names, trade
      styles, service marks, logos, other source or business identifiers, prints
      and
      labels on which any of the foregoing have appeared or appear, designs and
      general intangibles of like nature (whether registered or unregistered), all
      registrations and recordings thereof, and all applications in connection
      therewith, including registrations, recordings and applications in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any state or territory thereof, or any other country or any
      political subdivision thereof; (b) all reissues, extensions or renewals thereof;
      and (c) all goodwill associated with or symbolized by any of the
      foregoing.

     

    “Unfunded
      Pension Liability”
means,
      at any time, the aggregate amount, if any, of the sum of (a) the amount by
      which
      the present value of all accrued benefits under each Title IV Plan exceeds
      the
      fair market value of all assets of such Title IV Plan allocable to such benefits
      in accordance with Title IV of ERISA, all determined as of the most recent
      valuation date for each such Title IV Plan using the actuarial assumptions
      for
      funding purposes in effect under such Title IV Plan, and (b) for a period of
      5
      years following a transaction which might reasonably be expected to be covered
      by Section 4069 of ERISA, the liabilities (whether or not accrued) that could
      be
      avoided by any Credit Party or any ERISA Affiliate as a result of such
      transaction.

     

    “US
      Credit Party”
means
      Borrower and its Domestic Subsidiaries.

     

    “Welfare
      Plan”
means
      a
      Plan described in Section 3(i) of ERISA.

     

    “YSIS”
means
      YSIS Incorporated, a corporation incorporated under the laws of the State of
      Ohio.

     

    
      
        
        

      

      
        A-26

        
          

        

      

      
        
        

      

    

     

    “YSIS
      Acquisition”
means
      the acquisition of all of all of the Stock of YSIS pursuant to the YSI
      Acquisition Agreement.

     

    “YSIS
      Acquisition Agreement”
means
      the Agreement of Purchase and Sale dated April 3, 2006 among the YSI Seller
      and
      Borrower, as buyer. 

     

    “YSIS
      Acquisition Documents”
means
      the YSI Acquisition Agreement and all other agreements or instruments executed
      in connection with the YSI Acquisition.

     

    “YSIS
      Seller”
means
      YSI Incorporated, an Ohio corporation.

     

    Rules
      of
      construction with respect to accounting terms used in the Agreement or the
      other
      Loan Documents shall be as set forth in Annex
      G.
      All
      other undefined terms contained in any of the Loan Documents shall, unless
      the
      context indicates otherwise, have the meanings provided for by the Code to
      the
      extent the same are used or defined therein; in the event that any term is
      defined differently in different Articles or Divisions of the Code, the
      definition contained in Article or Division 9 shall control. Unless otherwise
      specified, references in the Agreement or any of the Appendices to a Section,
      subsection or clause refer to such Section, subsection or clause as contained
      in
      the Agreement. The words “herein,” “hereof” and “hereunder” and other words of
      similar import refer to the Agreement as a whole, including all Annexes,
      Exhibits and Schedules, as the same may from time to time be amended, restated,
      modified or supplemented, and not to any particular section, subsection or
      clause contained in the Agreement or any such Annex, Exhibit or
      Schedule.

     

    Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, feminine
      and
      neuter genders. The words “including”, “includes” and “include” shall be deemed
      to be followed by the words “without limitation”; the word “or” is not
      exclusive; references to Persons include their respective successors and assigns
      (to the extent and only to the extent permitted by the Loan Documents) or,
      in
      the case of governmental Persons, Persons succeeding to the relevant functions
      of such Persons; and all references to statutes and related regulations shall
      include any amendments of the same and any successor statutes and regulations.
      Whenever any provision in any Loan Document refers to the knowledge (or an
      analogous phrase) of any Credit Party, such words are intended to signify that
      such Credit Party has actual knowledge or awareness of a particular fact or
      circumstance or that such Credit Party, if it had exercised reasonable
      diligence, would have known or been aware of such fact or circumstance. For
      purposes of determining an amount in Dollars outstanding in another currency,
      the Dollar Equivalent Amount of such currency on the date of any such
      determination shall be used.

     

    
      
        
        

      

      
        A-27

        
          

        

      

      
        
        

      

    


    ANNEX
      B (Section
      1.2)

     

    to

     

    CREDIT
      AGREEMENT

     

    LETTERS
      OF CREDIT

     

    (a) Issuance.
      Subject
      to the terms and conditions of the Agreement, Agent and Revolving Lenders agree
      to incur, from time to time prior to the Commitment Termination Date, upon
      the
      request of Borrower and for Borrower’s account, Letter of Credit Obligations by
      causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof
      or
      a bank or other legally authorized Person selected by or acceptable to Agent
      in
      its sole discretion (each, an “L/C
      Issuer”)
      for
      Borrower’s account and guaranteed by Agent; provided, that if the L/C Issuer is
      a Revolving Lender, then such Letters of Credit shall not be guaranteed by
      Agent
      but rather each Revolving Lender shall, subject to the terms and conditions
      hereinafter set forth, purchase (or be deemed to have purchased) risk
      participations in all such Letters of Credit issued with the written consent
      of
      Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount
      of all such Letter of Credit Obligations shall not at any time exceed the least
      of (i) TWO MILLION DOLLARS ($2,000,000) (the “L/C
      Sublimit”),
      and
      (ii) the Maximum Amount less the aggregate outstanding principal balance of
      the Revolving Credit Advances. No such Letter of Credit shall have an expiry
      date that is more than one year following the date of issuance thereof, unless
      otherwise determined by Agent in its sole discretion, and neither Agent nor
      Revolving Lenders shall be under any obligation to incur Letter of Credit
      Obligations in respect of, or purchase risk participations in, any Letter of
      Credit having an expiry date that is later than the Commitment Termination
      Date.

     

    (b)  Advances
      Automatic; Participations.
      In the
      event that Agent or any Revolving Lender shall make any payment on or pursuant
      to any Letter of Credit Obligation, such payment shall then be deemed
      automatically to constitute a Revolving Credit Advance under Section
      1.1(a)
      of the
      Agreement regardless of whether a Default or Event of Default has occurred
      and
      is continuing and notwithstanding Borrower’s failure to satisfy the conditions
      precedent set forth in Section
      2,
      and
      each Revolving Lender shall be obligated to pay its Pro Rata Share thereof
      in
      accordance with the Agreement. The failure of any Revolving Lender to make
      available to Agent for Agent’s own account its Pro Rata Share of any such
      Revolving Credit Advance or payment by Agent under or in respect of a Letter
      of
      Credit shall not relieve any other Revolving Lender of its obligation hereunder
      to make available to Agent its Pro Rata Share thereof, but no Revolving Lender
      shall be responsible for the failure of any other Revolving Lender to make
      available such other Revolving Lender’s Pro Rata Share of any such
      payment.

     

    (ii) If
      it
      shall be illegal or unlawful for Borrower to incur Revolving Credit Advances
      as
      contemplated by paragraph (b)(i) above because of an Event of Default described
      in Sections
      8.1(h) or (i)
      or
      otherwise or if it shall be illegal or unlawful for any Revolving Lender to
      be
      deemed to have assumed a ratable share of the reimbursement obligations owed
      to
      an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (i) immediately
      and without further action whatsoever, each Revolving Lender shall be deemed
      to
      have irrevocably and unconditionally purchased from Agent (or such L/C Issuer,
      as the case may be) an undivided interest and participation equal to such
      Revolving Lender’s Pro Rata Share (based on the Revolving Loan Commitments) of
      the Letter of Credit Obligations in respect of all Letters of Credit then
      outstanding and (ii) thereafter, immediately upon issuance of any Letter of
      Credit, each Revolving Lender shall be deemed to have irrevocably and
      unconditionally purchased from Agent (or such L/C Issuer, as the case may be)
      an
      undivided interest and participation in such Revolving Lender’s Pro Rata Share
      (based on the Revolving Loan Commitments) of the Letter of Credit Obligations
      with respect to such Letter of Credit on the date of such issuance. Each
      Revolving Lender shall fund its participation in all payments or disbursements
      made under the Letters of Credit in the same manner as provided in the Agreement
      with respect to Revolving Credit Advances.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    (c) Cash
      Collateral.
       If Borrower is required to provide cash collateral for any Letter of
      Credit Obligations pursuant to the Agreement prior to the Commitment Termination
      Date, Borrower will pay to Agent for the ratable benefit of itself and Revolving
      Lenders cash or cash equivalents acceptable to Agent (“Cash
      Equivalents”)
      in an
      amount equal to 105% of the maximum amount then available to be drawn under
      each
      applicable Letter of Credit outstanding. Such funds or Cash Equivalents shall
      be
      held by Agent in a cash collateral account (the “Cash
      Collateral Account”)
      maintained at a bank or financial institution acceptable to Agent. The Cash
      Collateral Account shall be in the name of Borrower and shall be pledged to,
      and
      subject to the control of, Agent, for the benefit of Agent and Lenders, in
      a
      manner satisfactory to Agent. Borrower hereby pledges and grants to Agent,
      on
      behalf of itself and Lenders, a security interest in all such funds and Cash
      Equivalents held in the Cash Collateral Account from time to time and all
      proceeds thereof, as security for the payment of all amounts due in respect
      of
      the Letter of Credit Obligations and other Obligations, whether or not then
      due.
      The Agreement, including this Annex
      B,
      shall
      constitute a security agreement under applicable law.

     

    (ii) If
      any
      Letter of Credit Obligations, whether or not then due and payable, shall for
      any
      reason be outstanding on the Commitment Termination Date, Borrower shall either
      (A) provide cash collateral therefor in the manner described above, or (B)
      cause
      all such Letters of Credit and guaranties thereof, if any, to be canceled and
      returned, or (C) deliver a stand-by letter (or letters) of credit in guarantee
      of such Letter of Credit Obligations, which stand-by letter (or letters) of
      credit shall be of like tenor and duration (plus 30 additional days) as, and
      in
      an amount equal to 105% of the aggregate maximum amount then available to be
      drawn under, the Letters of Credit to which such outstanding Letter of Credit
      Obligations relate and shall be issued by a Person, and shall be subject to
      such
      terms and conditions, as are be satisfactory to Agent in its sole
      discretion.

     

    (iii) From
      time
      to time after funds are deposited in the Cash Collateral Account by Borrower,
      whether before or after the Commitment Termination Date, Agent may apply such
      funds or Cash Equivalents then held in the Cash Collateral Account to the
      payment of any amounts, and in such order as Agent may elect, as shall be or
      shall become due and payable by Borrower to Agent and Lenders with respect
      to
      such Letter of Credit Obligations of Borrower and, upon the satisfaction in
      full
      of all Letter of Credit Obligations of Borrower, to any other Obligations then
      due and payable.

     

    (iv) Neither
      Borrower nor any Person claiming on behalf of or through Borrower shall have
      any
      right to withdraw any of the funds or Cash Equivalents held in the Cash
      Collateral Account, except that upon the termination of all Letter of Credit
      Obligations and the payment of all amounts payable by Borrower to Agent and
      Lenders in respect thereof, any funds remaining in the Cash Collateral Account
      shall be applied to other Obligations then due and owing and upon payment in
      full of such Obligations, any remaining amount shall be paid to Borrower or
      as
      otherwise required by law. Interest earned on deposits in the Cash Collateral
      Account shall be for the account of Agent.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    (d) Fees
      and Expenses.
      Borrower agrees to pay to Agent for the benefit of Revolving Lenders, as
      compensation to such Lenders for Letter of Credit Obligations incurred
      hereunder, (i) all costs and expenses incurred by Agent or any Lender on account
      of such Letter of Credit Obligations, and (ii) for each month during which
      any
      Letter of Credit Obligation shall remain outstanding, a fee (the “Letter
      of Credit Fee”)
      in an
      amount equal to the Applicable L/C Margin from time to time in effect multiplied
      by the maximum amount available from time to time to be drawn under the
      applicable Letter of Credit. Such fee shall be paid to Agent for the benefit
      of
      the Revolving Lenders in arrears, on the first day of each month and on the
      Commitment Termination Date. In addition, Borrower shall pay to any L/C Issuer,
      on demand, such fees (including all per annum fees), charges and expenses of
      such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment,
      transfer and payment of such Letter of Credit or otherwise payable pursuant
      to
      the application and related documentation under which such Letter of Credit
      is
      issued.

     

    (e) Request
      for Incurrence of Letter of Credit Obligations.
      Borrower shall give Agent at least 2 Business Days’ prior written notice
      requesting the incurrence of any Letter of Credit Obligation. The notice shall
      be accompanied by the form of the Letter of Credit and a completed application
      for such Letter of Credit (both of which shall be acceptable to the L/C Issuer).
      Notwithstanding anything contained herein to the contrary, Letter of Credit
      applications by Borrower and approvals by Agent and the L/C Issuer may be made
      and transmitted pursuant to electronic codes and security measures mutually
      agreed upon and established by and among Borrower, Agent and the L/C
      Issuer.

     

    (f) Obligation
      Absolute.
      The
      obligation of Borrower to reimburse Agent and Revolving Lenders for payments
      made with respect to any Letter of Credit Obligation shall be absolute,
      unconditional and irrevocable, without necessity of presentment, demand, protest
      or other formalities, and the obligations of each Revolving Lender to make
      payments to Agent with respect to Letters of Credit shall be unconditional
      and
      irrevocable. Such obligations of Borrower and Revolving Lenders shall be paid
      strictly in accordance with the terms hereof under all circumstances including
      the following:

     

    (i) any
      lack
      of validity or enforceability of any Letter of Credit or the Agreement or the
      other Loan Documents or any other agreement;

     

    (ii) the
      existence of any claim, setoff, defense or other right that Borrower or any
      of
      its Affiliates or any Lender may at any time have against a beneficiary or
      any
      transferee of any Letter of Credit (or any Persons or entities for whom any
      such
      transferee may be acting), Agent, any Lender, or any other Person, whether
      in
      connection with the Agreement, the Letter of Credit, the transactions
      contemplated herein or therein or any unrelated transaction (including any
      underlying transaction between Borrower or any of its Affiliates and the
      beneficiary for which the Letter of Credit was procured);

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    (iii) any
      draft, demand, certificate or any other document presented under any Letter
      of
      Credit proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect;

     

    (iv) payment
      by Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below)
      or any L/C Issuer under any Letter of Credit or guaranty thereof against
      presentation of a demand, draft or certificate or other document that does
      not
      comply with the terms of such Letter of Credit or such guaranty;

     

    (v) any
      other
      circumstance or event whatsoever, that is similar to any of the foregoing;
      or

     

    (vi) the
      fact
      that a Default or an Event of Default has occurred and is
      continuing.

     

    (g) Indemnification;
      Nature of Lenders’ Duties.
       In addition to amounts payable as elsewhere provided in the Agreement,
      Borrower hereby agrees to pay and to protect, indemnify, and save harmless
      Agent
      and each Lender from and against any and all claims, demands, liabilities,
      damages, losses, costs, charges and expenses (including reasonable attorneys’
fees and allocated costs of internal counsel) that Agent or any Lender may
      incur
      or be subject to as a consequence, direct or indirect, of (A) the issuance
      of
      any Letter of Credit or guaranty thereof, or (B) the failure of Agent or
      any Lender seeking indemnification or of any L/C Issuer to honor a demand for
      payment under any Letter of Credit or guaranty thereof as a result of any act
      or
      omission, whether rightful or wrongful, of any present or future de jure or
      de
      facto government or Governmental Authority, in each case other than to the
      extent solely as a result of the gross negligence or willful misconduct of
      Agent
      or such Lender (as finally determined by a court of competent
      jurisdiction).

     

    (ii) As
      between Agent and any Lender and Borrower, Borrower assumes all risks of the
      acts and omissions of, or misuse of any Letter of Credit by beneficiaries of
      any
      Letter of Credit. In furtherance and not in limitation of the foregoing, to
      the
      fullest extent permitted by law neither Agent nor any Lender shall be
      responsible for: (A) the form, validity, sufficiency, accuracy, genuineness
      or
      legal effect of any document issued by any party in connection with the
      application for and issuance of any Letter of Credit, even if it should in
      fact
      prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent
      or forged; (B) the validity or sufficiency of any instrument transferring or
      assigning or purporting to transfer or assign any Letter of Credit or the rights
      or benefits thereunder or proceeds thereof, in whole or in part, that may prove
      to be invalid or ineffective for any reason; (C) failure of the beneficiary
      of any Letter of Credit to comply fully with conditions required in order to
      demand payment under such Letter of Credit; provided,
      that in
      the case of any payment by Agent under any Letter of Credit or guaranty thereof,
      Agent shall be liable to the extent such payment was made solely as a result
      of
      its gross negligence or willful misconduct (as finally determined by a court
      of
      competent jurisdiction) in determining that the demand for payment under such
      Letter of Credit or guaranty thereof complies on its face with any applicable
      requirements for a demand for payment under such Letter of Credit or guaranty
      thereof; (D) errors, omissions, interruptions or delays in transmission or
      delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
      or not they may be in cipher; (E) errors in interpretation of technical terms;
      (F) any loss or delay in the transmission or otherwise of any document required
      in order to make a payment under any Letter of Credit or guaranty thereof or
      of
      the proceeds thereof; (G) the credit of the proceeds of any drawing under any
      Letter of Credit or guaranty thereof; and (H) any consequences arising from
      causes beyond the control of Agent or any Lender. None of the above shall
      affect, impair, or prevent the vesting of any of Agent’s or any Lender’s rights
      or powers hereunder or under the Agreement.

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    (iii) Nothing
      contained herein shall be deemed to limit or to expand any waivers, covenants
      or
      indemnities made by Borrower in favor of any L/C Issuer in any letter of credit
      application, reimbursement agreement or similar document, instrument or
      agreement between Borrower and such L/C Issuer, including a Master Documentary
      Agreement and a Master Standby Agreement entered into with Agent.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    ANNEX
      C (Section
      1.8)

     

    to

     

    CREDIT
      AGREEMENT

     

    CASH
      MANAGEMENT SYSTEM

     

    Borrower
      shall, and shall cause its Domestic Subsidiaries to, establish and maintain
      the
      Cash Management Systems described below:

     

    (a) On
      or
      before the Closing Date and until the Termination Date, Borrower shall (i)
      establish lock boxes (“Lock
      Boxes”)
      or, at
      Agent’s discretion, blocked accounts (“Blocked
      Accounts”)
      at one
      or more of the banks set forth in Disclosure
      Schedule (3.19),
      and
      shall request in writing and otherwise take such reasonable steps to ensure
      that
      all Account Debtors forward payment directly to such Lock Boxes, and (ii)
      deposit and cause its Domestic Subsidiaries to deposit or cause to be deposited
      promptly, and in any event no later than the first Business Day after the date
      of receipt thereof, all cash, checks, drafts or other similar items of payment
      relating to or constituting payments made in respect of any and all Collateral
      (whether or not otherwise delivered to a Lock Box) into one or more Blocked
      Accounts in Borrower’s name or any such Domestic Subsidiary’s name and at a bank
      identified in Disclosure
      Schedule (3.19)
      (each, a
“Relationship
      Bank”).
      On or
      before the Closing Date, Borrower shall have established a concentration account
      in its name (the “Concentration
      Account”)
      at the
      bank that shall be designated as the Concentration Account bank for Borrower
      in
Disclosure
      Schedule (3.19)
      (the
“Concentration
      Account Bank”)
      which
      bank shall be reasonably satisfactory to Agent.

     

    (b) Borrower
      may maintain, in its name, an account (each a “Disbursement
      Account”
and
      collectively, the “Disbursement
      Accounts”)
      at a
      bank acceptable to Agent into which Agent shall, from time to time, deposit
      proceeds of Revolving Credit Advances made to Borrower pursuant to Section
      1.1
      for use
      by Borrower in accordance with the provisions of Section
      1.4.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    (c) On
      or
      before the Closing Date (or such later date as Agent shall consent to in
      writing), the Concentration Account Bank, each bank where a Disbursement Account
      is maintained and all other Relationship Banks, shall have entered into
      tri-party blocked account agreements with Agent, for the benefit of itself
      and
      Lenders, and Borrower and Domestic Subsidiaries thereof, as applicable, in
      form
      and substance reasonably acceptable to Agent (each a “Blocked
      Account Agreement”),
      which
      shall become operative on or prior to the Closing Date. Each such Blocked
      Account Agreement shall provide, among other things, that (i) all items of
      payment deposited in such account and proceeds thereof deposited in the
      Concentration Account are held by such bank as agent or bailee-in-possession
      for
      Agent, on behalf of itself and Lenders, (ii) the bank executing such agreement
      has no rights of setoff or recoupment or any other claim against such account,
      as the case may be, other than for payment of its service fees and other charges
      directly related to the administration of such account and for returned checks
      or other items of payment, and (iii) from and after the Closing Date (A) with
      respect to banks at which a Blocked Account is maintained, such bank agrees,
      from and after the receipt of a notice (an “Activation
      Notice”)
      from
      Agent (which Activation Notice may be given by Agent at any time at which a
      Default or Event of Default has occurred and is continuing (an “Activation
      Event”)),
      to
      forward immediately all amounts in each Blocked Account to the Concentration
      Account Bank and to commence the process of daily sweeps from such Blocked
      Account into the Concentration Account and (B) with respect to the Concentration
      Account Bank, such bank agrees from and after the
      receipt of an Activation Notice from Agent upon the occurrence of an Activation
      Event,
      to
      immediately forward all amounts received in the Concentration Account to the
      Collection Account through daily sweeps from such Concentration Account into
      the
      Collection Account. From and after the date Agent has delivered an Activation
      Notice to any bank with respect to any Blocked Account(s), Borrower shall not,
      and shall not cause or permit any Domestic Subsidiary thereof to, accumulate
      or
      maintain cash in Disbursement Accounts or payroll accounts as of any date of
      determination in excess of checks outstanding against such accounts as of that
      date and amounts necessary to meet minimum balance requirements; provided that
      from and after the Closing Date, Borrower shall not, and shall not cause or
      permit any Domestic Subsidiary thereof to, accumulate or maintain cash in (i)
      the controlled disbursement accounts (account numbers 80228776, 80228784,and
      80228792 listed on Disclosure
      Schedule (3.19)
      with
      Bank of America) as of any date of determination in excess of checks clearing
      against such accounts as of that date or (ii) the master operating account
      (account number 94229225705 listed on Disclosure
      Schedule (3.19)
      with
      Bank of America) as of any date of determination in excess of (x)
      so
      long as no Event of Default has occurred and is continuing, $4,000,000
      and (y) so long as any Event of Default has occurred and is continuing, such
      amount as may be determined by Agent in its discretion. Prior to receipt of
      an
      Activation Notice from Agent upon the occurrence of an Activation Event, funds
      in such master operating account in excess of such maximum amount shall be
      held
      in a money market or other account (the “Investment Account”) at a bank or other
      financial institution acceptable to Agent subject to a Blocked Account Agreement
      or a Control Letter; provided that Borrower shall within five (5) Business
      Days
      after the Closing Date, establish the Investment Account and cause the
      Investment Account to subject to a Blocked Account Agreement or a Control
      Letter.

     

    (d) So
      long
      as no Default or Event of Default has occurred and is continuing, Borrower
      may
      amend Disclosure
      Schedule (3.19)
      to add
      or replace a Relationship Bank, Lock Box or Blocked Account or to replace any
      Concentration Account or any Disbursement Account; provided,
      that
      (i) Agent shall have consented in writing in advance to the opening of such
      account or Lock Box with the relevant bank and (ii) prior to the time of the
      opening of such account or Lock Box, Borrower or its Domestic Subsidiaries,
      as
      applicable, and such bank shall have executed and delivered to Agent a Blocked
      Account Agreement, in form and substance reasonably satisfactory to Agent.
      Borrower shall close any of its accounts (and establish replacement accounts
      in
      accordance with the foregoing sentence) promptly and in any event within 30
      days
      following notice from Agent that the creditworthiness of any bank holding an
      account is no longer acceptable in Agent’s reasonable judgment, or as promptly
      as practicable and in any event within 60 days following notice from Agent
      that
      the operating performance, funds transfer or availability procedures or
      performance with respect to accounts or Lock Boxes of the bank holding such
      accounts or Agent’s liability under any Blocked Account Agreement with such bank
      is no longer acceptable in Agent’s reasonable judgment.

     

    (e) The
      Lock
      Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Account
      shall be cash collateral accounts, with all cash, checks and other similar
      items
      of payment in such accounts securing payment of the Loans and all other
      Obligations, and in which Borrower and each Domestic Subsidiary thereof shall
      have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to
      the
      Security Agreement.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    (f) All
      amounts deposited in the Collection Account shall be deemed received by Agent
      in
      accordance with Section
      1.10
      and
      shall be applied (and allocated) by Agent in accordance with Section
      1.11.
      In no
      event shall any amount be so applied unless and until such amount shall have
      been credited in immediately available funds to the Collection
      Account.

     

    (g) Borrower
      shall and shall cause its Affiliates, officers, employees, agents, directors
      or
      other Persons acting for or in concert with Borrower (each a “Related
      Person”)
      to (i)
      hold in trust for Agent, for the benefit of itself and Lenders, all checks,
      cash
      and other items of payment received by Borrower or any such Related Person,
      and
      (ii) within 1 Business Day after receipt by Borrower or any such Related Person
      of any checks, cash or other items of payment, deposit the same into a Blocked
      Account. Borrower and each Related Person thereof acknowledges and agrees that
      all cash, checks or other items of payment constituting proceeds of Collateral
      are part of the Collateral. All proceeds of the sale or other disposition of
      any
      Collateral, shall be deposited directly into Blocked Accounts.

     

    (h) Notwithstanding
      the foregoing provisions of this Annex
      C,
      so long
      as no Default or Event of Default has occurred and is continuing, Borrower
      shall
      not be required to obtain Blocked Account Agreements, or to deposit and cause
      the applicable Credit Parties to deposit or cause to be deposited all cash,
      checks, drafts or other similar items of payment relating to or constituting
      payments made in respect of any and all Collateral into Blocked Accounts, with
      respect to the following accounts: (i) Borrower’s account 6143200514411 listed
      on Disclosure
      Schedule (3.19)
      with
      Scotiabank, provided
      that no
      more than $25,000 shall be held in such account for more than one Business
      Day;
      (ii) Borrower’s account 203000908688 listed on Disclosure
      Schedule (3.19)
      with
      Wachovia Bank, provided
      that no
      more than $10,000 shall be held in such account for more than one Business
      Day;
      (iii) the accounts of YSIS Incorporated listed on Disclosure
      Schedule (3.19)
      with US
      Bank, provided
      that no
      more than $50,000 in the aggregate shall be held in such accounts for more
      than
      one Business Day and all of such accounts shall be closed no later than May
      3,
      2006; and (iv) the accounts of Mrehtateb listed on Disclosure
      Schedule (3.19)
      with
      BankNorth, N.A., provided
      that no
      more than $50,000 shall be held in such accounts for more than one Business
      Day,
      and all of such accounts shall be closed no later than May 3, 2006.

     

    (a) 

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    ANNEX
      D (Section 2.1(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    CLOSING
      CHECKLIST

     

    In
      addition to, and not in limitation of, the conditions described in Section
      2.1
      of the
      Agreement, pursuant to Section
      2.1(a),
      the
      following items must be received by Agent in form and substance satisfactory
      to
      Agent on or prior to the Closing Date (each capitalized term used but not
      otherwise defined herein shall have the meaning ascribed thereto in Annex
      A
      to the
      Agreement):

     

    A. Appendices.
      All
      Appendices to the Agreement, in form and substance satisfactory to
      Agent.

     

    B. Revolving
      Notes and Term Notes.
      Duly
      executed originals of the Revolving Notes and Term Notes for each applicable
      Lender, dated the Closing Date.

     

    C. Guaranties.
      Amended
      and Restated Guaranty executed by and each US Credit Party in favor of Agent,
      for the benefit of Lenders.

     

    D. Security
      Agreement.
      Duly
      executed originals of the Amended and Restated Security Agreement executed
      by
      and each US Credit Party, and all instruments, documents and agreements executed
      pursuant thereto.

     

    E. Pledge
      Agreement.
      Duly
      executed originals of the Amended and Restated Pledge Agreement executed by
      Borrower and each of its Domestic Subsidiaries accompanied by (as applicable)
      (i) (to the extent not previously delivered in connection with the Existing
      Credit Agreement) share certificates representing all of the outstanding Stock
      being pledged pursuant to such Pledge Agreement and stock powers for such share
      certificates executed in blank, (ii) the original Intercompany Notes and other
      instruments evidencing Indebtedness being pledged pursuant to such Pledge
      Agreement, duly endorsed in blank, (iii) such documents duly executed by each
      US
      Credit Party (including financing statements under the Code and other applicable
      documents under the laws of any jurisdiction with respect to the perfection
      of
      Liens, including under the laws of the jurisdictions of organization of Kenabell
      Holding and (c) as Agent may request in order to perfect its security interests
      in such Stock and other Collateral.

     

    F. Security
      Interests and Code Filings.
      (a)
      Evidence satisfactory to Agent that Agent (for the benefit of itself and
      Lenders) has a valid and perfected first priority security interest in the
      Collateral, including (i) such documents duly executed by each Credit Party
      (including financing statements under the Code and other applicable documents
      under the laws of any jurisdiction with respect to the perfection of Liens)
      as
      Agent may request in order to perfect its security interests in the Collateral
      and (ii) copies of Code search reports listing all effective financing
      statements that name any US Credit Party as debtor, together with copies of
      such
      financing statements, none of which shall cover the Collateral.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    (b) Evidence
      satisfactory to Agent, including copies, of all UCC-1 and other financing
      statements filed in favor of any US Credit Party with respect to each location,
      if any, at which Inventory may be consigned.

     

    (c) Control
      Letters from (i) all issuers of uncertificated securities and financial assets
      held by any US Credit Party (including without limitation account 222378738
      with
      Bank of America relating to money market fund investments), (ii) all securities
      intermediaries with respect to all securities accounts and securities
      entitlements of any
      US
      Credit Party,
      and
      (iii) all futures commission agents and clearing houses with respect to all
      commodities contracts and commodities accounts held by any US Credit
      Party.

     

    G. Intellectual
      Property Security Agreement.
      Duly
      executed originals of the Amended and Restated Intellectual Property Security
      Agreement and signed by each US Credit Party, all in form and substance
      satisfactory to Agent, together with all instruments, documents and agreements
      executed pursuant thereto, including such documents duly executed by each US
      Credit Party (including financing statements under the Code and other applicable
      documents under the laws of any jurisdiction with respect to the perfection
      of
      Liens, including foreign patent, trademark and copyright filings) as Agent
      may
      request in order to perfect its security interests in the Intellectual
      Property.

     

    H. Intentionally
      Omitted.

     

    I. Initial
      Notice of Revolving Credit Advance.
      Duly
      executed originals of a Notice of Revolving Credit Advance, dated the Closing
      Date, with respect to the initial Revolving Credit Advance to be requested
      by
      Borrower on the Closing Date.

     

    J. Letter
      of Direction.
      Duly
      executed originals of a letter of direction from Borrower addressed to Agent,
      on
      behalf of itself and Lenders, with respect to the disbursement on the Closing
      Date of the proceeds of the Term Loan and the initial Revolving Credit
      Advance.

     

    K. Cash
      Management System; Blocked Account Agreements.
      Evidence satisfactory to Agent that, as of the Closing Date, Cash Management
      Systems complying with Annex
      C
      to the
      Agreement have been established and are currently being maintained in the manner
      set forth in such Annex
      C,
      together with copies of duly executed tri-party blocked account and lock box
      agreements, reasonably satisfactory to Agent, with the banks as required by
      Annex
      C.

     

    L. Waivers.
      Agent,
      on behalf of Lenders, shall have received landlord waivers and consents, bailee
      letters and mortgagee agreements in form and substance satisfactory to Agent,
      in
      each case as required pursuant to Section
      5.9.

     

    M. Insurance.
      Satisfactory evidence that the insurance policies required by Section
      5.4
      are in
      full force and effect, together with the endorsements, certifications and
      reports required by Section
      5.4.
      Satisfactory evidence that the key man life insurance policy and related
      assignment required by Section
      5.10
      are in
      full force and effect.

     

    N. Charter
      and Good Standing.
      For
      each US Credit Party, such Person’s (a) charter and all amendments thereto, (b)
      good standing certificates (including verification of tax status) in its state
      of incorporation and (c) good standing certificates (including verification
      of
      tax status) and certificates of qualification to conduct business in each
      jurisdiction where its ownership or lease of property or the conduct of its
      business requires such qualification, each dated a recent date prior to the
      Closing Date and certified by the applicable Secretary of State or other
      authorized Governmental Authority.

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    O. Bylaws
      and Resolutions.
      For
      each US Credit Party, (a) such Person’s bylaws, together with all amendments
      thereto and (b) resolutions of such Person’s Board of Directors, approving and
      authorizing the execution, delivery and performance of the Loan Documents to
      which such Person is a party and the transactions to be consummated in
      connection therewith, each certified as of the Closing Date by such Person’s
      corporate secretary or an assistant secretary as being in full force and effect
      without any modification or amendment.

     

    P. Incumbency
      Certificates.
      For
      each US Credit Party, signature and incumbency certificates of the officers
      of
      each such Person executing any of the Loan Documents, certified as of the
      Closing Date by such Person’s corporate secretary or an assistant secretary as
      being true, accurate, correct and complete.

     

    Q. Opinions
      of Counsel.
      Duly
      executed originals of opinions of (a) McCarter & English, LLP, counsel for
      the Credit Parties, (b) Luper Neidenthal & Logan, Ohio counsel for the
      Credit Parties, and (c) Gadsby Hannah LLP, Massachusetts counsel for the Credit
      Parties, together with any other local or foreign counsel opinions reasonably
      requested by Agent, each in form and substance reasonably satisfactory to Agent
      and its counsel, dated the Closing Date, and each accompanied by a letter
      addressed to such counsel from the Credit Parties, authorizing and directing
      such counsel to address its opinion to Agent, on behalf of Lenders, and to
      include in such opinion an express statement to the effect that Agent and
      Lenders are authorized to rely on such opinion.

     

    R. Accountants’
      Letters.
      A
      letter from Borrower to its independent auditors authorizing its independent
      certified public accountants to communicate with Agent and Lenders in accordance
      with Section
      4.2.

     

    S. Appointment
      of Agent for Service.
      An
      appointment of McCarter & English, LLP as each US Credit Party’s agent for
      service of process.

     

    T. Solvency
      Certificate.
      Agent
      shall have received duly executed originals of a solvency certificate of
      Borrower executed on behalf of Borrower by its Chief Executive Officer, dated
      the Closing Date, satisfactory in form and substance to Agent.

     

    T. Fee
      Letter.
      Duly
      executed originals of the GE Capital Fee Letter.

     

    U. Officer’s
      Certificate.
      Agent
      shall have received duly executed originals of a certificate of the Chief
      Executive Officer of Borrower, dated the Closing Date, stating that, since
      March
      31, 2005 (a) no event or condition has occurred or is existing which could
      reasonably be expected to have a Material Adverse Effect; (b) there has been
      no
      material adverse change in the industry in which Borrower operates; (c) no
      Litigation has been commenced which, if successful, would have a Material
      Adverse Effect or could challenge any of the transactions contemplated by the
      Agreement and the other Loan Documents; (d) there have been no Restricted
      Payments made by any Credit Party; and (e) there has been no material increase
      in liabilities, liquidated or contingent, and no material decrease in assets
      of
      Borrower or any of its Subsidiaries.

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    V. Subordination
      and Intercreditor Agreements.
      Agent
      and Lenders shall have received any and all subordination and/or intercreditor
      agreements, all in form and substance reasonably satisfactory to Agent, in
      its
      sole discretion, as Agent shall have deemed necessary or appropriate with
      respect to any Indebtedness of any Credit Party.

     

    W. Environmental
      Reports.
      Agent
      shall have received Phase I Environmental Site Assessment Reports, consistent
      with American Society of Testing and Materials (ASTM) Standard E 1527-94, and
      applicable state requirements, on such Real Estate as Agent may require, dated
      no more than 6 months prior to the Closing Date, prepared by environmental
      engineers reasonably satisfactory to Agent, all in form and substance reasonably
      satisfactory to Agent, in its sole discretion; and Agent shall have further
      received such environmental review and audit reports, including Phase II
      reports, with respect to the Real Estate of any Credit Party as Agent shall
      have
      requested, and Agent shall be satisfied, in its sole discretion, with the
      contents of all such environmental reports. Agent shall have received letters
      executed by the environmental firms preparing such environmental reports, in
      form and substance reasonably satisfactory to Agent, authorizing Agent and
      Lenders to rely on such reports.

     

    X. Audited
      Financials; Financial Condition.
      Agent
      shall have received the Financial Statements, Projections and other materials
      set forth in Section
      3.4,
      certified by Borrower’s Chief Executive Officer, in each case in form and
      substance satisfactory to Agent, and Agent shall be satisfied, in its sole
      discretion, with all of the foregoing. Agent shall have further received a
      certificate of the Chief Executive Officer of Borrower, based on such Pro Forma
      and Projections, to the effect that the Projections are based upon estimates
      and
      assumptions stated therein, all of which Borrower believes to be reasonable
      and
      fair in light of current conditions and current facts known to Borrower and,
      as
      of the Closing Date, reflect Borrower’s good faith and reasonable estimates of
      its future financial performance and of the other information projected therein
      for the period set forth therein.

     

    Y. Assignment
      of Representations, Warranties, Covenants, Indemnities and
      Rights.
      (i)
      Agent shall have received a duly executed copy of an Assignment of
      Representations, Warranties, Covenants, Indemnities and Rights in respect of
      Borrower’s rights under the BetaTHERM Acquisition Agreement, which assignment
      shall be expressly permitted under the BetaTHERM Acquisition Agreement or shall
      have been consented to by the BetaTHERM Sellers in writing and (ii) Agent shall
      have received a duly executed copy of an Assignment of Representations,
      Warranties, Covenants, Indemnities and Rights in respect of Borrower’s rights
      under the YSIS Acquisition Agreement, which assignment shall be expressly
      permitted under the YSIS Acquisition Agreement or shall have been consented
      to
      by the YSIS Seller in writing.

     

    Z. YSIS
      Acquisition Opinions.
      Duly
      executed original opinion letters, dated the Closing Date, delivered in
      connection with the YSIS Acquisition and the YSIS Acquisition Agreement that
      provide Agent and Lenders may rely on such opinions.

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    AA. YSIS
      Termination and Release.
      Copies
      of a duly executed termination and release, in form and substance reasonably
      satisfactory to Agent, by and between (i) The Huntington National Bank
      (“HNB”)
      and
      YSIS evidencing termination of the Continuing Unlimited Guaranty dated as of
      August 11, 2005 and any other obligations of YSIS to HNB, (ii) U.S. Bank
      National Association (“USBank”)
      and
      YSIS evidencing termination of the Guaranty Agreement dated as of December
      15,
      1999 and any other obligations of YSIS to USBank, and (iii) US Bank and YSIS
      evidencing termination of the Guaranty Agreement dated as of July 18, 2003
      and
      any other obligations of YSIS to USBank, in each case, together with UCC 3
      or
      other appropriate termination statements, in form and substance satisfactory
      to
      Agent, manually signed by the HNB or USBank, as applicable, releasing all Liens
      upon any of the personal property of YSIS. 

     

    BB. Payoff
      Letter; Terminations.
      Copies
      of a duly executed payoff letter, in form and substance reasonably satisfactory
      to Agent, by and between all parties to the Ulster Bank Ireland Limited and
      Ulster Bank Limited loan documents evidencing repayment in full of all
      Indebtedness of BetaTHERM
      Group and its Subsidiaries incurred
      under the Facilities Agreement dated as of February 15, 2001 among Ulster Bank
      Ireland Limited and Ulster Bank Limited, BetaTHERM Group and its Subsidiaries
      signatory thereto, as amended, together with UCC 3 or other appropriate
      termination statements, in form and substance satisfactory to Agent, manually
      signed by Ulster Bank Ireland Limited and Ulster Bank Limited releasing all
      Liens of Ulster Bank Ireland Limited and Ulster Bank Limited upon any of the
      personal property of BetaTHERM Group and its Subsidiaries.

     

    CC. Other
      Documents.
      Such
      other certificates, documents and agreements respecting any US Credit Party
      as
      Agent may, in its sole discretion, request.

     

    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


    ANNEX
      E (Section 4.1(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    FINANCIAL
      STATEMENTS AND PROJECTIONS -- REPORTING

     

    Borrower
      shall deliver or cause to be delivered to Agent or to Agent and Lenders, as
      indicated, the following:

     

    (i) Monthly
      Financials.
      To
      Agent and Lenders, within 30 days after the end of each Fiscal Month, financial
      information regarding Borrower and its Subsidiaries, certified by the Chief
      Financial Officer of Borrower, consisting of (i) consolidated
      and consolidating unaudited balance sheets of Borrower and its Subsidiaries
      as
      of the close of such Fiscal Month and the related statements of income and
      cash
      flows for that portion of the Fiscal Year ending as of the close of such Fiscal
      Month; (ii)
      consolidated and consolidating unaudited statements of income and cash flows
      of
      Borrower and its Subsidiaries for such Fiscal Month, setting forth in
      comparative form the figures for the corresponding period in the prior year
      and
      the figures contained in the Projections for such Fiscal Year, all prepared
      in
      accordance with GAAP (subject to normal year-end adjustments); and (iii) a
      summary of the outstanding balance of all Intercompany Notes as of the last
      day
      of that Fiscal Month. Such financial information shall be accompanied by (A)
      a
statement
      in reasonable detail (each, a “Compliance
      Certificate”)
      showing the calculations used in determining compliance with each of
      the
      Financial Covenants that is tested on a monthly basis, and (B) the
      certification of the Chief Financial Officer of Borrower that (i) such financial
      information presents fairly in accordance with GAAP (subject to normal year-end
      adjustments) the financial position and results of operations of Borrower and
      its Subsidiaries, on a consolidated and consolidating basis, in each case as
      at
      the end of such Fiscal Month and for that portion of the Fiscal Year then ended
      and (ii) any other information presented is true, correct and complete in all
      material respects and that there was no Default or Event of Default in existence
      as of such time or, if a Default or Event of Default shall have occurred and
      be
      continuing, describing the nature thereof and all efforts undertaken to cure
      such Default or Event of Default.

     

    (j) Quarterly
      Financials.
      To
      Agent and Lenders, within 45 days after the end of each Fiscal Quarter,
      consolidated and consolidating financial information regarding Borrower and
      its
      Subsidiaries, certified by the Chief Financial Officer of Borrower, including
      (i) consolidated and consolidating unaudited balance sheets of Borrower and
      its
      Subsidiaries as of the close of such Fiscal Quarter and the related statements
      of income and cash flow for that portion of the Fiscal Year ending as of the
      close of such Fiscal Quarter; and (ii) consolidated
      and consolidating unaudited statements of income and cash flows of Borrower
      and
      its Subsidiaries for such Fiscal Quarter, in each case setting forth in
      comparative form the figures for the corresponding period in the prior year
      and
      the figures contained in the Projections for such Fiscal Year, all prepared
      in
      accordance with GAAP (subject to normal year-end adjustments).
      Such
      financial information shall be accompanied by (A) a Compliance Certificate
      showing the calculations used in determining compliance with each of the
      Financial Covenants that is tested on a quarterly basis and (B) the
      certification of the Chief Financial Officer of Borrower that (i) such financial
      information presents fairly in accordance with GAAP (subject to normal year-end
      adjustments) the financial position, results of operations and statements of
      cash flows of Borrower and its Subsidiaries, on both a consolidated and
      consolidating basis, as at the end of such Fiscal Quarter and for that portion
      of the Fiscal Year then ended, (ii) any other information presented is true,
      correct and complete in all material respects and that there was no Default
      or
      Event of Default in existence as of such time or, if a Default or Event of
      Default has occurred and is continuing, describing the nature thereof and all
      efforts undertaken to cure such Default or Event of Default. In addition,
      Borrower shall deliver to Agent and Lenders, within 45 days after the end of
      each Fiscal Quarter, a management discussion and analysis that includes a
      comparison to budget for that Fiscal Quarter and a comparison of performance
      for
      that Fiscal Quarter to the corresponding period in the prior year.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    (k) Operating
      Plan.
      To
      Agent and Lenders, as soon as available, but not later than 60 days after to
      the
      end of each Fiscal Year, an annual operating plan for Borrower, approved by
      the
      Board of Directors of Borrower, for the following Fiscal Year, which (i)
      includes a statement of all of the material assumptions on which such plan
      is
      based, (ii) includes monthly balance sheets and a monthly budget for the
      following year and (iii) integrates sales, gross profits, operating
      expenses, operating profit, cash flow projections and Borrowing Availability
      projections, all prepared on the same basis and in similar detail as that on
      which operating results are reported (and in the case of cash flow projections,
      representing management’s good faith estimates of future financial performance
      based on historical performance), and including plans for personnel, Capital
      Expenditures and facilities.

     

    (l) Annual
      Audited Financials.
      To
      Agent and Lenders, within 90 days after the end of each Fiscal Year, audited
      Financial Statements for Borrower and its Subsidiaries on a consolidated and
      (unaudited) consolidating basis, consisting of balance sheets and statements
      of
      income and retained earnings and cash flows, setting forth in comparative form
      in each case the figures for the previous Fiscal Year, which Financial
      Statements shall be prepared in accordance with GAAP and certified without
      qualification, by an independent
      certified public accounting
      firm of national standing or otherwise acceptable to Agent. Such Financial
      Statements shall be accompanied by (i) a statement prepared in reasonable detail
      showing the calculations used in determining compliance with each of the
      Financial Covenants, (ii) the annual letters to such accountants in connection
      with their audit examination detailing contingent liabilities and material
      litigation matters, and (iii) the certification of the Chief Executive Officer
      or Chief Financial Officer of Borrower that all such Financial Statements
      present fairly in accordance with GAAP the financial position, results of
      operations and statements of cash flows of Borrower and its Subsidiaries on
      a
      consolidated and consolidating basis, as at the end of such Fiscal Year and
      for
      the period then ended, and that there was no Default or Event of Default in
      existence as of such time or, if a Default or Event of Default has occurred
      and
      is continuing, describing the nature thereof and all efforts undertaken to
      cure
      such Default or Event of Default. The audited Financial Statements for the
      Fiscal Year ended March
      31,
      2006 shall
      be
      accompanied by a statement from the applicable independent certified public
      accountants that Borrower and its Subsidiaries on a consolidated basis shall
      have had, at the end of the Fiscal Year ended March 31, 2006, EBITDA (excluding
      EBITDA attributable to the consumer products business) for the twelve (12)
      month
      period then ended of not less than $21,000,000.

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    (m) Management
      Letters.
      To
      Agent and Lenders, within 5 Business Days after receipt thereof by any Credit
      Party, copies of all management letters, exception reports or similar letters
      or
      reports received by such Credit Party from its independent certified public
      accountants.

     

    (n) Intellectual
      Property.
      To
      Agent, at the time of delivery of each of the quarterly Financial Statements
      delivered pursuant to paragraph (b) of this Annex
      E,
      a list
      of any applications for the registration of any Patent, Trademark or Copyright
      filed by any Credit Party with the United States Patent and Trademark Office,
      the United States Copyright Office or any similar office or agency in the prior
      Fiscal Quarter.

     

    (o) Default
      Notices.
      To
      Agent and Lenders, as soon as practicable, and in any event within 5 Business
      Days after an executive officer of Borrower has actual knowledge of the
      existence of any Default, Event of Default or other event that has had a
      Material Adverse Effect, telephonic or telecopied notice specifying the nature
      of such Default or Event of Default or other event, including the anticipated
      effect thereof, which notice, if given telephonically, shall be promptly
      confirmed in writing on the next Business Day.

     

    (p) SEC
      Filings and Press Releases.
      To
      Agent and Lenders, promptly upon their becoming available, copies of: (i) all
      Financial Statements, reports, notices and proxy statements made publicly
      available by Borrower to its security holders; (ii) all regular and periodic
      reports and all registration statements and prospectuses, if any, filed by
      Borrower with any securities exchange or with the Securities and Exchange
      Commission or any governmental or private regulatory authority; and (iii) all
      press releases and other statements made available by any Credit Party to the
      public concerning material changes or developments in the business of any such
      Person.

     

    (q) Subordinated
      Debt and Equity Notices.
      To
      Agent, as soon as practicable, copies of all material written notices given
      or
      received by any Credit Party with respect to any Subordinated Debt or Stock
      of
      such Person, and, within 2 Business Days after any Credit Party obtains
      knowledge of any matured or unmatured event of default with respect to any
      Subordinated Debt, notice of such event of default.

     

    (r) Supplemental
      Schedules.
      To
      Agent, supplemental disclosures, if any, required by Section
      5.6.

     

    (s) Litigation.
      To
      Agent in writing, promptly upon learning thereof, notice of any Litigation
      commenced or threatened against any Credit Party that (i) seeks damages in
      excess of $100,000, (ii) seeks injunctive relief, (iii) is asserted or
      instituted against any Plan, its fiduciaries or its assets or against any Credit
      Party or ERISA Affiliate in connection with any Plan, (iv) alleges criminal
      misconduct by any Credit Party, (v) alleges the violation of any law regarding,
      or seeks remedies in connection with, any Environmental Liabilities; or (vi)
      involves any product recall.

     

    (t) Insurance
      Notices.
      To
      Agent, disclosure of losses or casualties required by Section
      5.4.

     

    (u) Lease
      Default Notices.
      To
      Agent, within 2 Business Days after receipt thereof, copies of (i) any and
      all
      default notices received under or with respect to any leased location or public
      warehouse where Collateral is located, and (ii) such other notices or documents
      as Agent may reasonably request.

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    (v) Collateral
      Locations.
      To
      Agent, a summary of Collateral by location and type, accompanied by such
      supporting documentation, as Agent shall, from time to time, reasonably
      request.

     

    (w) Other
      Documents.
      To
      Agent and Lenders, such other financial and other information respecting any
      Credit Party’s business or financial condition or the Collateral or Obligations
      as Agent or any Lender shall, from time to time, reasonably
      request.

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    


    ANNEX
      F (EBITDA)

     

    to

     

    CREDIT
      AGREEMENT

     

    HISTORICAL
      EBITDA AND FIXED CHARGES FOR ACQUIRED COMPANIES

     

    PART
      A

     

    
      	
              EBITDA
                Contribution From Acquisitions (ProForma)

            
	
               

              FISCAL
                MONTH ENDING

            	
               

              BetaTHERM

            	
               

              YSIS

            	
               

              TOTAL

            
	
              April
                30, 2005

            	
              $439,000

            	
              $285,000

            	
              $724,000

            
	
              May
                31, 2005

            	
              $273,000

            	
              $248,000

            	
              $521,000

            
	
              June
                30, 2005

            	
              $506,000

            	
              $336,000

            	
              $842,000

            
	
              July
                31, 2005

            	
              $357,000

            	
              $115,000

            	
              $472,000

            
	
              August
                31, 2005

            	
              $355,000

            	
              $210,000

            	
              $565,000

            
	
              September
                30, 2005

            	
              $507,000

            	
              $95,000

            	
              $602,000

            
	
              October
                31, 2005

            	
              $240,000

            	
              $32,000

            	
              $272,000

            
	
              November
                30, 2005

            	
              $478,000

            	
              $189,000

            	
              $667,000

            
	
              December
                31, 2005

            	
              $475,000

            	
              $159,000

            	
              $634,000

            
	
              January
                31, 2006

            	
              $614,000

            	
              $89,000

            	
              $703,000

            
	
              February
                28, 2006

            	
              $570,000

            	
              $207,000

            	
              $777,000

            
	
              Estimated
                

              March
                31, 2006

            	
               

              $434,000

            	
               

              $250,000

            	
               

              $684,000

            


    

    


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    PART
      B

     

    
      	
              Fixed
                Charge Contribution From Acquisitions
                (ProForma)

            
	
               

              FISCAL
                MONTH ENDING

            	
               

              BetaTHERM

            	
               

              YSIS

            	
               

              TOTAL

            
	
              April
                30, 2005

            	
              $387,000

            	
              $15,000

            	
              $402,000

            
	
              May
                31, 2005

            	
              $250,000

            	
              $15,000

            	
              $265,000

            
	
              June
                30, 2005

            	
              $19,000

            	
              $17,000

            	
              $36,000

            
	
              July
                31, 2005

            	
              $408,000

            	
              $15,000

            	
              $423,000

            
	
              August
                31, 2005

            	
              $16,000

            	
              $17,000

            	
              $33,000

            
	
              September
                30, 2005

            	
              $370,000

            	
              $15,000

            	
              $385,000

            
	
              October
                31, 2005

            	
              $434,000

            	
              $18,000

            	
              $452,000

            
	
              November
                30, 2005

            	
              $18,000

            	
              $18,000

            	
              $36,000

            
	
              December
                31, 2005

            	
              $206,000

            	
              $18,000

            	
              $224,000

            
	
              January
                31, 2006

            	
              $406,000

            	
              $18,000

            	
              $424,000

            
	
              February
                28, 2006

            	
              $19,000

            	
              $18,000

            	
              $37,000

            
	
              Estimated
                

              March
                31, 2006

            	
               

              $172,000

            	
               

              $18,000

            	
               

              $190,000

            


    

    


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    ANNEX
      G (Section 6.10)

     

    to

     

    CREDIT
      AGREEMENT

     

    FINANCIAL
      COVENANTS

     

    Borrower
      shall not breach or fail to comply with any of the following financial
      covenants, each of which shall be calculated in accordance with GAAP
      consistently applied:

     

    (a) Maximum
      Capital Expenditures.
      Borrower
      and it Subsidiaries on a consolidated basis shall not make Capital Expenditures
      during any Fiscal Year which exceed 30% (or 35% with respect to the Fiscal
      Year
      ending March 31, 2007) of the EBITDA of Borrower and its Subsidiaries on a
      consolidated basis for such Fiscal Year; provided
      that for
      the two (2) Fiscal Years ended March 31, 2008, Borrower may exclude up to
      $10,000,000, in the aggregate for such two Fiscal Year period, in Capital
      Expenditures related to
      the
      construction of a new manufacturing facility in ShenZhen, China.

     

    (b) Minimum
      Fixed Charge Coverage Ratio.
      

     

    (i) Borrower
      and its Subsidiaries shall have on a consolidated basis at the end of each
      Fiscal Month, a Fixed Charge Coverage Ratio for the 12-month period then ended
      of not less than 1.20 to 1.00; and

     

    (ii) Borrower
      and its Subsidiaries shall have on a consolidated basis at the end of each
      Fiscal Month until and including February 28, 2007, a Fixed Charge Coverage
      Ratio for the 12-month period then ended of not less than 1.05 to 1.00;
provided
      that
      solely for purposes of this clause
      (ii),
      (x)
      EBITDA shall be calculated without giving effect to Part
      A
      of
Annex
      F,
      (y)
      Fixed Charges shall be calculated without giving effect to the portion of Fixed
      Charges attributable to the Acquisitions as set forth on Part
      B
      of
Annex
      F
      for
      periods prior to the closing date of the applicable acquisition, and (z) the
      Fixed Charge Coverage Ratio calculation shall be made without giving effect
      to
      Capital Expenditures related to the construction of a new manufacturing facility
      in ShenZhen, China.

     

    (c) Minimum
      EBITDA.
      Borrower
      and its Subsidiaries on a consolidated basis shall have, at the end of each
      Fiscal Month, EBITDA for the 12-month period then ended of not less than
      $25,000,000.
      

     

    (d) Maximum
      Total Leverage Ratio.
      Borrower and its Subsidiaries on a consolidated basis shall have, at the end
      of
      each Fiscal Month, a Total Leverage Ratio as of the last day of such Fiscal
      Quarter of not more than 3.50 to 1.00.

     

    (e) Maximum
      Senior Leverage Ratio.
      Borrower and its Subsidiaries on a consolidated basis shall have, at the end
      of
      each Fiscal Month, a Senior Leverage Ratio as of the last day of such Fiscal
      Quarter of not more than 3.00 to 1.00.

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    (f) Minimum
      Earnout Availability.
      After
      December 17, 2006, if at time the Total Leverage Ratio as of the end of any
      Fiscal Quarter is greater than 2.0 to 1.00 (commencing with the Fiscal Quarter
      ending December 31, 2006) and any Earnouts are outstanding, Borrower and its
      Subsidiaries on a consolidated basis shall have, at the end of such Fiscal
      Quarter, Earnout Availability of not less than the sum of (i) the projected
      amount of all remaining payments in respect of Earnouts of Borrower and its
      Subsidiaries as of the end of such Fiscal Quarter (as reasonably determined
      by
      Agent), and (ii) $4,000,000.

     

    For
      purpose of this paragraph (f) the following terms shall be defined as
      follows:

     

    “Earnout
      Availability”
shall
      mean, as of any date, the sum of: (i) cash and Cash Equivalents on the
      consolidated balance sheet of Borrower and its Subsidiaries as of such date,
      (ii) Borrowing Availability as of such date, and (iii) Projected Excess Cash
      as
      of such date.

     

    “Projected
      Excess Cash”
shall
      mean, as of the end of any Fiscal Quarter, an amount equal to:

     

    
      	 	
              (i)

            	
              EBITDA
                of Borrower and its Subsidiaries for the 12-month period then ended,
                divided by 4 and then multiplied by the number of quarters remaining
                after
                such Fiscal Quarter and until and including the Fiscal Quarter in
                which
                all then outstanding Earnouts of Borrower and its Subsidiaries will
                have
                been paid in full in accordance with the terms thereof occurs, multiplied
                by

            


    

     

    
      	 	
              (ii)

            	
              the
                applicable Adjustment Factor for such Fiscal Quarter,
                less

            


    

     

    
      	 	
              (iii)

            	
              the
                sum of the Fixed Charges (excluding the Earnouts) and Capital Expenditures
                projected to be incurred or paid by Borrower and its Subsidiaries
                after
                such Fiscal Quarter and until and including the date on which all
                then
                outstanding Earnouts of Borrower and its Subsidiaries will have been
                paid
                in full in accordance with the terms thereof
                .

            


    

     

    “Adjustment
      Factor”
shall
      mean, (i) for the Fiscal Quarter ending December 31, 2006, 80%, and (ii) for
      each Fiscal Quarter thereafter, the Adjustment Factor for the immediately
      preceding Fiscal Quarter plus 3%; provided that in no event shall the Adjustment
      Factor exceed 100%.

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

     

    Unless
      otherwise specifically provided herein, any accounting term used in the
      Agreement shall have the meaning customarily given such term in accordance
      with
      GAAP, and all financial computations hereunder shall be computed in accordance
      with GAAP consistently applied. That certain items or computations are
      explicitly modified by the phrase “in accordance with GAAP” shall in no way be
      construed to limit the foregoing. If any “Accounting Changes” (as defined below)
      occur and such changes result in a change in the calculation of the financial
      covenants, standards or terms used in the Agreement or any other Loan Document,
      then Borrower, Agent and Lenders agree to enter into negotiations in order
      to
      amend such provisions of the Agreement so as to equitably reflect such
      Accounting Changes with the desired result that the criteria for evaluating
      Borrower’s and its Subsidiaries’ financial condition shall be the same after
      such Accounting Changes as if such Accounting Changes had not been made;
provided,
      however, that the agreement of Requisite Lenders to any required amendments
      of
      such provisions shall be sufficient to bind all Lenders. “Accounting
      Changes”
means
      (i) changes in accounting principles required by the promulgation of any rule,
      regulation, pronouncement or opinion by the Financial Accounting Standards
      Board
      of the American Institute of Certified Public Accountants (or successor thereto
      or any agency with similar functions), (ii) changes in accounting principles
      concurred in by Borrower’s certified public accountants; (iii) purchase
      accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application
      of the accounting principles set forth in FASB 109, including the establishment
      of reserves pursuant thereto and any subsequent reversal (in whole or in part)
      of such reserves; and (iv) the reversal of any reserves established as a
      result of purchase accounting adjustments. All such adjustments resulting from
      expenditures made subsequent to the Closing Date (including capitalization
      of
      costs and expenses or payment of pre-Closing Date liabilities) shall be treated
      as expenses in the period the expenditures are made and deducted as part of
      the
      calculation of EBITDA in such period. If Agent, Borrower and Requisite Lenders
      agree upon the required amendments, then after appropriate amendments have
      been
      executed and the underlying Accounting Change with respect thereto has been
      implemented, any reference to GAAP contained in the Agreement or in any other
      Loan Document shall, only to the extent of such Accounting Change, refer to
      GAAP, consistently applied after giving effect to the implementation of such
      Accounting Change. If Agent, Borrower and Requisite Lenders cannot agree upon
      the required amendments within 30 days following the date of implementation
      of
      any Accounting Change, then all Financial Statements delivered and all
      calculations of financial covenants and other standards and terms in accordance
      with the Agreement and the other Loan Documents shall be prepared, delivered
      and
      made without regard to the underlying Accounting Change. For purposes of
Section
      8.1,
      a
      breach of a Financial Covenant contained in this Annex G
      shall be
      deemed to have occurred as of any date of determination by Agent or as of the
      last day of any specified measurement period, regardless of when the Financial
      Statements reflecting such breach are delivered to Agent.

     

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    


    ANNEX
      H (Section 9.9(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    LENDERS’
      WIRE TRANSFER INFORMATION

     

    
      	
              Name:

            	 	
              General
                Electric Capital Corporation

            
	
              Bank:

            	 	
              Deutsche
                Bank Trust Company Americas

            
	 	 	
              New
                York, New York

            
	
              ABA
                #:

            	 	
              021001033

            
	
              Account
                #:

            	 	
              50-270-797

            
	
              Account
                Name:

            	 	
              GECC/CAF
                Depository

            
	
              Reference:

            	 	
              Measurement
                Specialties, Inc.

            
	 	 	 
	
              Name:

            	 	
              Wachovia
                Bank, National Association

            
	
              Bank:

            	 	
              First
                Union

            
	 	 	
              Charlotte,
                North Carolina

            
	
              ABA
                #:

            	 	
              053-000-219

            
	
              Account
                #:

            	 	
              04659360006116

            
	
              Attn:

            	 	
              Credit
                Derivatives

            
	
              Reference:

            	 	
              Measurement
                Specialties, Inc.

            
	
              Name:

            	 	
              JPMorgan
                Chase Bank, N.A.

            
	
              Bank:

            	 	
              JPMorgan
                Chase Bank, N.A.

            
	
              ABA
                #:

            	 	
              021000021

            
	
              Credit
                To:

            	 	
              Commercial
                Loan Department

            
	
              Account
                #:

            	 	
              323522211

            
	
              F/F/C:

            	 	
              Measurement
                Specialties, Inc. - Loan #
                0002-2000001612

            


    

    


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    ANNEX
      I (Section 11.10)

     

    to

     

    CREDIT
      AGREEMENT

     

    NOTICE
      ADDRESSES

     

    
      	
              (A)

            	
              If
                to Agent or GE Capital, at

            


    

    General
      Electric Capital Corporation

    201
      Merritt Seven, 3rd Floor

    Norwalk,
      CT 06854

    Attention:
      Measurement Specialties, Inc., Account Manager

    Telecopier
      No.: 203-956-4238

    Telephone
      No.: 203-956-4103

     

    and,
      with
      respect to any Default or Event of Default, to:

     

    Paul,
      Hastings, Janofsky & Walker LLP

    1055
      Washington Boulevard

    Stamford,
      Connecticut 06901

    Attention:
      Mario J. Ippolito

    Telecopier
      No.: 203-674-7620

    Telephone
      No.: 203-961-7420

     

    and

     

    General
      Electric Capital Corporation

    401
      Merritt Seven, 2nd Floor

    Norwalk,
      Connecticut 06856

    Attention:
      Corporate Counsel - GE Commercial & Industrial Finance, Inc.

    Telecopier
      No.: 203-229-1991

    Telephone
      No.: 203-229-1427

     

    
      	
              (B)

            	
              If
                to any Credit Party, at

            


    

     

    c/o
      Measurement Specialties, Inc.

    1000
      Lucas Way

    Hampton,
      Virginia 23666

    Attention:
      Frank Guidone, Chief Executive Officer

    Telecopier
      No.: (575) 766-4347

    Telephone
      No.: (757) 766-1500

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    With
      a
      copy to:

    McCarter
      & English, LLP

    Four
      Gateway Center

    100
      Mulberry street

    P.O.
      Box
      652

    Newark,
      New Jersey 0710100652

    Attention:
      Kenneth E. Thompson, Esq.

    Telecopier
      No.: 973-624-7070

    Telephone
      No.: 973-622-4444

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

    


     


    ANNEX
      J (from Annex A - Commitments definition)

     

    to

     

    CREDIT
      AGREEMENT

     

    


     

    
      	
              Lender

            	 	
              Revolving
                Loan Commitment

            	 	
              Term
                Loan Commitment

            	 
	
              General
                Electric Capital Corporation

            	 	
              $

            	
              25,666,666.67

            	 	
              $

            	
              9,333,333.33

            	 
	
              Wachovia
                Bank, National Association

            	 	
              $

            	
              7,666,666.67

            	 	
              $

            	
              0

            	 
	
              CoLTS
                2005-1 LTD.

            	 	
              $

            	
              3,333,333.33

            	 	
              $

            	
              4,000,000.00

            	 
	
              JPMorgan
                Chase Bank, N.A.

            	 	
              $

            	
              18,333,333.33

            	 	
              $

            	
              6,666,666.67

            	 
	
              Total

            	 	
              $

            	
              55,000,000.00

            	 	
              $

            	
              20,000,000.00

            	 


    

    


     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1.1

     

    AGENT’S
      REPRESENTATIVES

     

    General
      Electric Capital Corporation

    201
      Merritt Seven, 3rd Floor

    Norwalk,
      CT 06854

    Attention:
      Measurement Specialties, Inc., Account Manager

    Telecopier
      No.: 203-956-4238

    Telephone
      No.: 203-956-4103

     

    Measurement
      Specialties, Inc., Portfolio Analyst

    GE
      Commercial Finance

    500
      West
      Monroe

    Chicago,
      IL 60661-3671

    Telephone
      - 312-441-6715

    Telecopier
      - 312-441-6969

     

    
      
        
        

      

      
        S-1.1

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF CONTENTS

    

    


      Page

    

     

    
      	
              1. 
                AMOUNT
                AND TERMS OF CREDIT

            	 	 	
              2

            	 
	
              1.1

            	 	 	
              Credit
                Facilities

            	 	 	
              2

            	 
	
              1.2

            	 	 	
              Letters
                of Credit

            	 	 	
              4

            	 
	
              1.3

            	 	 	
              Prepayments

            	 	 	
              5

            	 
	
              1.4

            	 	 	
              Use
                of Proceeds

            	 	 	
              7

            	 
	
              1.5

            	 	 	
              Interest
                and Applicable Margins

            	 	 	
              7

            	 
	
              1.6

            	 	 	
              [Intentionally
                Omitted]

            	
               

            	 	
              10

            	 
	
              1.7

            	 	 	
              [Intentionally
                Omitted]

            	
               

            	 	
              10

            	 
	
              1.8

            	 	 	
              Cash
                Management Systems

            	 	 	
              10

            	 
	
              1.9

            	 	 	
              Fees

            	 	 	
              10

            	 
	
              1.10

            	 	 	
              Receipt
                of Payments

            	 	 	
              10

            	 
	
              1.11

            	 	 	
              Application
                and Allocation of Payments

            	 	 	
              11

            	 
	
              1.12

            	 	 	
              Loan
                Account and Accounting

            	 	 	
              11

            	 
	
              1.13

            	 	 	
              Indemnity

            	 	 	
              12

            	 
	
              1.14

            	 	 	
              Access

            	 	 	
              13

            	 
	
              1.15

            	 	 	
              Taxes

            	 	 	
              14

            	 
	
              1.16

            	 	 	
              Capital
                Adequacy; Increased Costs; Illegality

            	 	 	
              15

            	 
	
              1.17

            	 	 	
              Single
                Loan

            	 	 	
              16

            	 
	
              1.18

            	 	 	
              Rate
                Management Agreements

            	 	 	
              16

            	 
	
              2. 
                CONDITIONS
                PRECEDENT

            	 	 	
              16

            	 
	
              2.1

            	 	 	
              Conditions
                to the Initial Loans

            	 	 	
              16

            	 
	
              2.2

            	 	 	
              Further
                Conditions to Each Loan

            	 	 	
              18

            	 
	
              3. 
                REPRESENTATIONS
                AND WARRANTIES

            	 	 	
              18

            	 
	
              3.1

            	 	 	
              Corporate
                Existence; Compliance with Law

            	 	 	
              19

            	 
	
              3.2

            	 	 	
              Executive
                Offices, Collateral Locations, FEIN

            	 	 	
              19

            	 
	
              3.3

            	 	 	
              Corporate
                Power, Authorization, Enforceable Obligations

            	 	 	
              19

            	 
	
              3.4

            	 	 	
              Financial
                Statements and Projections

            	 	 	
              20

            	 
	
              3.5

            	 	 	
              Material
                Adverse Effect

            	 	 	
              21

            	 
	
              3.6

            	 	 	
              Ownership
                of Property; Liens

            	 	 	
              21

            	 
	
              3.7

            	 	 	
              Labor
                Matters

            	 	 	
              21

            	 


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              3.8

            	 	 	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock and
                Indebtedness

            	 	 	
              22

            	 
	
              3.9

            	 	 	
              Government
                Regulation

            	 	 	
              22

            	 
	
              3.10

            	 	 	
              Margin
                Regulations

            	 	 	
              22

            	 
	
              3.11

            	 	 	
              Taxes

            	 	 	
              23

            	 
	
              3.12

            	 	 	
              ERISA

            	 	 	
              23

            	 
	
              3.13

            	 	 	
              No
                Litigation

            	 	 	
              24

            	 
	
              3.14

            	 	 	
              Brokers

            	 	 	
              24

            	 
	
              3.15

            	 	 	
              Intellectual
                Property

            	 	 	
              24

            	 
	
              3.16

            	 	 	
              Full
                Disclosure

            	 	 	
              25

            	 
	
              3.17

            	 	 	
              Environmental
                Matters

            	 	 	
              25

            	 
	
              3.18

            	 	 	
              Insurance

            	 	 	
              26

            	 
	
              3.19

            	 	 	
              Deposit
                and Disbursement Accounts

            	 	 	
              26

            	 
	
              3.20

            	 	 	
              Government
                Contracts

            	 	 	
              26

            	 
	
              3.21

            	 	 	
              Customer
                and Trade Relations

            	 	 	
              26

            	 
	
              3.22

            	 	 	
              Agreements
                and Other Documents

            	 	 	
              26

            	 
	
              3.23

            	 	 	
              Solvency

            	 	 	
              26

            	 
	
              3.24

            	 	 	
              Acquisition
                Agreements

            	 	 	
              26

            	 
	
              3.25

            	 	 	
              Foreign
                Assets Control Regulations

            	 	 	
              28

            	 
	
              3.26

            	 	 	
              Anti-Terrorism
                Law

            	 	 	
              28

            	 
	
              4. 
                FINANCIAL
                STATEMENTS AND INFORMATION

            	 	 	
              29

            	 
	
              4.2

            	 	 	
              Communication
                with Accountants

            	 	 	
              29

            	 
	
              5. 
                AFFIRMATIVE
                COVENANTS

            	 	 	
              29

            	 
	
              5.1

            	 	 	
              Maintenance
                of Existence and Conduct of Business

            	 	 	
              29

            	 
	
              5.2

            	 	 	
              Payment
                of Charges

            	 	 	
              29

            	 
	
              5.3

            	 	 	
              Books
                and Records

            	 	 	
              30

            	 
	
              5.4

            	 	 	
              Insurance;
                Damage to or Destruction of Collateral

            	 	 	
              30

            	 
	
              5.5

            	 	 	
              Compliance
                with Laws

            	 	 	
              33

            	 
	
              5.6

            	 	 	
              Supplemental
                Disclosure

            	 	 	
              33

            	 
	
              5.7

            	 	 	
              Intellectual
                Property

            	 	 	
              34

            	 
	
              5.8

            	 	 	
              Environmental
                Matters

            	 	 	
              34

            	 


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              5.9

            	 	 	
              Landlords’
                Agreements, Mortgagee Agreements, Bailee Letters and Real Estate
                Purchases

            	 	 	
              34

            	 
	
              5.10

            	 	 	
              Key
                Man Life Insurance

            	 	 	
              35

            	 
	
              5.11

            	 	 	
              ERISA

            	 	 	
              35

            	 
	
              5.12

            	 	 	
              Foreign
                Subsidiaries

            	 	 	
              36

            	 
	
              5.13

            	 	 	
              Further
                Assurances

            	 	 	
              36

            	 
	
              5.14

            	 	 	
              Patriot
                Act Compliance

            	 	 	
              36

            	 
	
              5.15

            	 	 	
              BetaTHERM
                Reorganization

            	 	 	
              36

            	 
	
              6. 
                NEGATIVE
                COVENANTS

            	 	 	
              36

            	 
	
              6.1

            	 	 	
              Mergers,
                Subsidiaries, Etc

            	 	 	
              37

            	 
	
              6.2

            	 	 	
              Investments;
                Loans and Advances

            	 	 	
              40

            	 
	
              6.3

            	 	 	
              Indebtedness

            	 	 	
              40

            	 
	
              6.4

            	 	 	
              Affiliate
                Transactions

            	 	 	
              41

            	 
	
              6.5

            	 	 	
              Capital
                Structure and Business

            	 	 	
              41

            	 
	
              6.6

            	 	 	
              Guaranteed
                Indebtedness

            	 	 	
              42

            	 
	
              6.7

            	 	 	
              Liens

            	 	 	
              42

            	 
	
              6.8

            	 	 	
              Sale
                of Stock and Assets

            	 	 	
              42

            	 
	
              6.9

            	 	 	
              ERISA

            	 	 	
              43

            	 
	
              6.10

            	 	 	
              Financial
                Covenants

            	 	 	
              43

            	 
	
              6.11

            	 	 	
              Hazardous
                Materials

            	 	 	
              43

            	 
	
              6.12

            	 	 	
              Sale-Leasebacks

            	 	 	
              43

            	 
	
              6.13

            	 	 	
              Cancellation
                of Indebtedness

            	 	 	
              43

            	 
	
              6.14

            	 	 	
              Restricted
                Payments

            	 	 	
              43

            	 
	
              6.15

            	 	 	
              Change
                of Corporate Name or Location; Change of Fiscal Year

            	 	 	
              43

            	 
	
              6.16

            	 	 	
              No
                Impairment of Intercompany Transfers

            	 	 	
              44

            	 
	
              6.17

            	 	 	
              No
                Speculative Transactions

            	 	 	
              44

            	 
	
              6.18

            	 	 	
              Changes
                Relating to the Acquisition Agreements

            	 	 	
              44

            	 
	
              6.19

            	 	 	
              Intermediate
                Holdings

            	 	 	
              44

            	 
	
              7. 
                TERM

            	 	 	
              44

            	 
	
              7.1

            	 	 	
              Termination

            	 	 	
              44

            	 


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              7.2

            	 	 	
              Survival
                of Obligations Upon Termination of Financing Arrangements

            	 	 	
              44

            	 
	
              8. 
                EVENTS
                OF DEFAULT; RIGHTS AND REMEDIES

            	 	 	
              45

            	 
	
              8.1

            	 	 	
              Events
                of Default

            	 	 	
              45

            	 
	
              8.2

            	 	 	
              Remedies

            	 	 	
              47

            	 
	
              8.3

            	 	 	
              Waivers
                by Credit Parties

            	 	 	
              47

            	 
	
              9. 
                ASSIGNMENT
                AND PARTICIPATIONS; APPOINTMENT OF AGENT

            	 	 	
              48

            	 
	
              9.1

            	 	 	
              Assignment
                and Participations

            	 	 	
              48

            	 
	
              9.2

            	 	 	
              Appointment
                of Agent

            	 	 	
              50

            	 
	
              9.3

            	 	 	
              Agent’s
                Reliance, Etc

            	 	 	
              50

            	 
	
              9.4

            	 	 	
              GE
                Capital and Affiliates

            	 	 	
              51

            	 
	
              9.5

            	 	 	
              Lender
                Credit Decision

            	 	 	
              51

            	 
	
              9.6

            	 	 	
              Indemnification

            	 	 	
              52

            	 
	
              9.7

            	 	 	
              Successor
                Agent

            	 	 	
              52

            	 
	
              9.8

            	 	 	
              Setoff
                and Sharing of Payments

            	 	 	
              53

            	 
	
              9.9

            	 	 	
              Advances;
                Payments; Non-Funding Lenders; Information; Actions in
                Concert

            	 	 	
              53

            	 
	
              10. 
                SUCCESSORS
                AND ASSIGNS

            	 	 	
              55

            	 
	
              10.1

            	 	 	
              Successors
                and Assigns

            	 	 	
              55

            	 
	
              11. 
                MISCELLANEOUS

            	 	 	
              56

            	 
	
              11.1

            	 	 	
              Complete
                Agreement; Modification of Agreement

            	 	 	
              56

            	 
	
              11.2

            	 	 	
              Amendments
                and Waivers

            	 	 	
              56

            	 
	
              11.3

            	 	 	
              Fees
                and Expenses

            	 	 	
              57

            	 
	
              11.4

            	 	 	
              No
                Waiver

            	 	 	
              59

            	 
	
              11.5

            	 	 	
              Remedies

            	 	 	
              59

            	 
	
              11.6

            	 	 	
              Severability

            	 	 	
              59

            	 
	
              11.7

            	 	 	
              Conflict
                of Terms

            	 	 	
              59

            	 
	
              11.8

            	 	 	
              Confidentiality

            	 	 	
              59

            	 
	
              11.9

            	 	 	
              GOVERNING
                LAW

            	 	 	
              60

            	 
	
              11.10

            	 	 	
              Notices

            	 	 	
              61

            	 
	
              11.11

            	 	 	
              Section
                Titles

            	 	 	
              61

            	 


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              11.12

            	 	 	
              Counterparts

            	 	 	
              61

            	 
	
              11.13

            	 	 	
              WAIVER
                OF JURY TRIAL

            	 	 	
              61

            	 
	
              11.14

            	 	 	
              Press
                Releases and Related Matters

            	 	 	
              62

            	 
	
              11.15

            	 	 	
              Reinstatement

            	 	 	
              62

            	 
	
              11.16

            	 	 	
              Advice
                of Counsel

            	 	 	
              62

            	 
	
              11.17

            	 	 	
              No
                Strict Construction

            	 	 	
              62

            	 
	
              11.18

            	 	 	
              Judgment
                Currency

            	 	 	
              63

            	 
	
              11.19

            	 	 	
              Subordination

            	 	 	
              63

            	 
	
              11.20

            	 	 	
              Patriot
                Act Notice

            	 	 	
              64

            	 
	
              12. 
                AFFIRMATION
                OF OBLIGATIONS

            	 	 	
              65

            	 


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    INDEX
      OF APPENDICES

     

    
      	
              Annex
                A (Recitals)

            	
              -

            	
              Definitions

            
	
              Annex
                B (Section
                1.2)

            	
              -

            	
              Letters
                of Credit

            
	
              Annex
                C (Section
                1.8)

            	
              -

            	
              Cash
                Management System

            
	
              Annex
                D (Section
                2.1(a))

            	
              -

            	
              Closing
                Checklist

            
	
              Annex
                E (Section
                4.1(a))

            	
              -

            	
              Financial
                Statements and Projections - Reporting

            
	
              Annex
                F (EBITDA and Annex G)

            	
              -

            	
              Acquired
                Subsidiary EBITDA and Fixed Charges

            
	
              Annex
                G (Section
                6.10)

            	
              -

            	
              Financial
                Covenants

            
	
              Annex
                H (Section
                9.9(a))

            	
              -

            	
              Lenders’
                Wire Transfer Information

            
	
              Annex
                I (Section
                11.10)

            	
              -

            	
              Notice
                Addresses

            
	
              Annex
                J (from Annex A-Commitments definition)

            	
              -

            	
              Commitments
                as of Closing Date

            
	
              Exhibit
                1.1(a)(i)

            	
              -

            	
              Form
                of Notice of Revolving Credit Advance

            
	
              Exhibit
                1.1(a)(ii)

            	
              -

            	
              Form
                of Revolving Note

            
	
              Exhibit
                1.1(b)

            	
              -

            	
              Form
                of Term Note

            
	
              Exhibit
                1.5(e)

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                9.1(a)

            	
              -

            	
              Form
                of Assignment Agreement

            
	
              Schedule
                1.1

            	
              -

            	
              Agent’s
                Representatives

            
	
              Disclosure
                Schedule 1.4

            	
              -

            	
              Sources
                and Uses; Funds Flow Memorandum

            
	
              Disclosure
                Schedule 3.1

            	
              -

            	
              Type
                of Entity; State of Organization

            
	
              Disclosure
                Schedule 3.2

            	
              -

            	
              Executive
                Offices, Collateral Locations, FEIN

            
	
              Disclosure
                Schedule 3.4(a)

            	
              -

            	
              Financial
                Statements

            
	
              Disclosure
                Schedule 3.4(b)

            	
              -

            	
              Pro
                Forma

            
	
              Disclosure
                Schedule 3.4(c)

            	
              -

            	
              Projections

            
	
              Disclosure
                Schedule 3.6

            	
              -

            	
              Real
                Estate and Leases

            
	
              Disclosure
                Schedule 3.7

            	
              -

            	
              Labor
                Matters

            
	
              Disclosure
                Schedule 3.8

            	
              -

            	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock

            
	
              Disclosure
                Schedule 3.11

            	
              -

            	
              Tax
                Matters

            
	
              Disclosure
                Schedule 3.12

            	
              -

            	
              ERISA
                Plans

            
	
              Disclosure
                Schedule 3.13

            	
              -

            	
              Litigation

            
	
              Disclosure
                Schedule 3.15

            	
              -

            	
              Intellectual
                Property

            
	
              Disclosure
                Schedule 3.17

            	
              -

            	
              Hazardous
                Materials

            
	
              Disclosure
                Schedule 3.18

            	
              -

            	
              Insurance

            
	
              Disclosure
                Schedule 3.19

            	
              -

            	
              Deposit
                and Disbursement Accounts

            
	
              Disclosure
                Schedule 3.20

            	
              -

            	
              Government
                Contracts

            
	
              Disclosure
                Schedule 3.22

            	
              -

            	
              Material
                Agreements

            
	
              Disclosure
                Schedule 5.1

            	
              -

            	
              Trade
                Names

            
	
              Disclosure
                Schedule 6.3

            	
              -

            	
              Indebtedness

            
	
              Disclosure
                Schedule 6.4(a)

            	
              -

            	
              Transactions
                with Affiliates

            
	
              Disclosure
                Schedule 6.6

            	
              -

            	
              Guaranties
                of Foreign Subsidiaries

            
	
              Disclosure
                Schedule 6.7

            	
              -

            	
              Existing
                Liens

            


    

    


    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

    

      EXECUTION
        VERSION

    

    
       

      
        

      

    

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    Dated
      as
      of April 3, 2006

     

    among

     

    MEASUREMENT
      SPECIALTIES, INC.,

     

    as
      Borrower,

     

    THE
      OTHER
      CREDIT PARTIES SIGNATORY HERETO 

     

    FROM
      TIME
      TO TIME

     

    as
      Credit
      Parties,

     

    THE
      LENDERS SIGNATORY HERETO 

     

    FROM
      TIME
      TO TIME,

     

    as
      Lenders,

     

    and

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,

     

    as
      Administrative Agent and Lender

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

     

    as
      Syndication Agent,

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Documentation Agent and as Lender,

     

    GECC
      CAPITAL MARKETS GROUP, INC.,

     

    as
      Lead
      Arranger