exv4w1






Exhibit 4.1




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




DATED AS OF JUNE 20, 2007




AMONG




PARK-OHIO INDUSTRIES, INC.,




THE OTHER LOAN PARTIES PARTY HERETO,




THE LENDERS PARTY HERETO FROM TIME TO TIME,




JPMORGAN CHASE BANK, N.A.,

AS AGENT AND LC ISSUER

AND

KEYBANK NATIONAL ASSOCIATION,

AS SYNDICATION AGENT




AND




JPMORGAN SECURITIES INC.,

AS LEAD ARRANGER AND SOLE BOOK RUNNER





i









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I. DEFINITIONS

	 	 	6	 
	ARTICLE II. THE FACILITY

	 	 	41	 
	2.1. The Facility

	 	 	41	 
	2.2. Ratable Loans; Risk Participation

	 	 	52	 
	2.3. Payment of the Obligations; Currency

	 	 	52	 
	2.4. Minimum Amount of Each Advance

	 	 	52	 
	2.5. Funding Account

	 	 	53	 
	2.6. Reliance Upon Authority; No Liability

	 	 	53	 
	2.7. Conversion and Continuation of Outstanding Advances

	 	 	53	 
	2.8. Telephonic Notices

	 	 	54	 
	2.9. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions

	 	 	54	 
	2.10. Fees

	 	 	54	 
	2.11. Interest Rates

	 	 	55	 
	2.12. Fixed Rate Advances Post Default; Default Rates

	 	 	56	 
	2.13. Interest Payment Dates; Interest and Fee Basis

	 	 	56	 
	2.14. Voluntary Prepayments

	 	 	57	 
	2.15. Mandatory Prepayments

	 	 	57	 
	2.16. Termination of the Facility

	 	 	59	 
	2.17. Method of Payment

	 	 	59	 
	2.18. Apportionment, Application and Reversal of Payments

	 	 	60	 
	2.19. Settlement

	 	 	61	 
	2.20. Indemnity for Returned Payments

	 	 	62	 
	2.21. Notes; Evidence of Indebtedness

	 	 	62	 
	2.22. Lending Installations

	 	 	63	 
	2.23. Non-Receipt of Funds by the Agent; Defaulting Lenders

	 	 	63	 
	2.24. Fixed Charge Coverage Ratio Condition

	 	 	65	 
	2.25. Designated Senior Debt

	 	 	65	 
	2.26 Change of Currency

	 	 	65	 
	2.27 Exchange Rate Fluctuations

	 	 	65	 
	2.28 Option to Increase

	 	 	66	 
	ARTICLE III YIELD PROTECTION; TAXES

	 	 	67	 
	3.1. Yield Protection

	 	 	67	 
	3.2. Changes in Capital Adequacy Regulations

	 	 	68	 
	3.3. Availability of Types of Advances

	 	 	69	 
	3.4. Funding Indemnification

	 	 	69	 
	3.5. Taxes

	 	 	69	 
	3.6. Lender Statements; Survival of Indemnity

	 	 	72	 
	ARTICLE IV CONDITIONS PRECEDENT

	 	 	73	 
	4.1. Effectiveness

	 	 	73	 
	4.2. Each Credit Extension

	 	 	74	 
	4.3. Post-Closing Conditions

	 	 	74	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES

	 	 	75	 
	5.1. Existence and Standing

	 	 	75	 
	5.2. Authorization and Validity

	 	 	75	 
	5.3. No Conflict; Government Consent

	 	 	75	 
	5.4. Security Interest in Collateral

	 	 	76	 
	5.5 Financial Statements

	 	 	76	 
	5.6. Material Adverse Change

	 	 	76	 
	5.7. Taxes

	 	 	76	 






ii









 






	 	 	 	 	 
	5.8. Litigation and Contingent Obligations

	 	 	77	 
	5.9. Capitalization and Subsidiaries

	 	 	77	 
	5.10. ERISA

	 	 	77	 
	5.11. Accuracy of Information

	 	 	77	 
	5.12. Names; Prior Transactions

	 	 	78	 
	5.13. Regulation U

	 	 	78	 
	5.14. Material Agreements

	 	 	78	 
	5.15. Compliance With Laws

	 	 	78	 
	5.16. Ownership of Properties

	 	 	78	 
	5.17. Plan Assets; Prohibited Transactions

	 	 	78	 
	5.18. Environmental Matters

	 	 	78	 
	5.19. Investment Company Act

	 	 	79	 
	5.20. Public Utility Holding Company Act

	 	 	79	 
	5.21. Bank Accounts

	 	 	79	 
	5.22. Indebtedness

	 	 	79	 
	5.23. Affiliate Transactions

	 	 	79	 
	5.24. Real Property; Leases

	 	 	79	 
	5.25. Intellectual Property Rights

	 	 	79	 
	5.26. Insurance

	 	 	80	 
	5.27. Solvency

	 	 	80	 
	5.28. Subordinated Indebtedness

	 	 	80	 
	5.29. Common Enterprise

	 	 	80	 
	5.30. Reportable Transaction

	 	 	81	 
	5.31 Indenture

	 	 	81	 
	5.32 Permitted Indebtedness

	 	 	81	 
	5.33 Specifically Designated National and Blocked Persons

	 	 	81	 
	ARTICLE VI COVENANTS

	 	 	81	 
	6.1. Financial and Collateral Reporting

	 	 	81	 
	6.2. Use of Proceeds

	 	 	85	 
	6.3 Notices

	 	 	85	 
	6.4. Conduct of Business

	 	 	86	 
	6.5. Taxes

	 	 	87	 
	6.6. Payment of Indebtedness and Other Liabilities

	 	 	87	 
	6.7. Insurance

	 	 	87	 
	6.8. Compliance with Laws

	 	 	89	 
	6.9. Inspection

	 	 	89	 
	6.10. Appraisals

	 	 	89	 
	6.11. Communications with Accountants

	 	 	89	 
	6.12. Collateral Access Agreements and Real Estate Purchases

	 	 	90	 
	6.13. Deposit Account Control Agreements

	 	 	90	 
	6.14 Additional Collateral; Further Assurances

	 	 	90	 
	6.15. Dividends

	 	 	92	 
	6.16. Indebtedness

	 	 	92	 
	6.17. Capital Structure

	 	 	94	 
	6.18. Merger

	 	 	94	 
	6.19. Sale of Assets

	 	 	94	 
	6.20. Investments and Acquisitions

	 	 	95	 
	6.21. Liens

	 	 	96	 
	6.22. Change of Name or Location; Change of Fiscal Year

	 	 	97	 
	6.23. Affiliate Transactions

	 	 	98	 
	6.24. Amendments to Agreements

	 	 	98	 






iii









 






	 	 	 	 	 
	6.25. Prepayment of Indebtedness; Subordinated Indebtedness

	 	 	98	 
	6.26 Letters of Credit

	 	 	98	 
	6.27. Financial Contracts

	 	 	98	 
	6.28. [Reserved]

	 	 	98	 
	6.29. Debt Service Coverage Ratio

	 	 	98	 
	6.30. Depository Banks

	 	 	99	 
	6.31. Sale of Accounts

	 	 	99	 
	6.32. Off-Balance Sheet Liabilities; Sale and Leaseback Transactions

	 	 	99	 
	6.33 Subordination of Intercompany Notes

	 	 	99	 
	6.34. Restrictive Agreements

	 	 	100	 
	ARTICLE VII DEFAULTS

	 	 	100	 
	ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS

	 	 	104	 
	8.1. Remedies

	 	 	104	 
	8.2. Waivers by Loan Parties

	 	 	105	 
	8.3. Amendments

	 	 	105	 
	8.4. Preservation of Rights

	 	 	107	 
	ARTICLE IX GENERAL PROVISIONS

	 	 	108	 
	9.1. Survival of Representations

	 	 	108	 
	9.2. Governmental Regulation

	 	 	108	 
	9.3. Headings

	 	 	108	 
	9.4. Entire Agreement

	 	 	108	 
	9.5. Several Obligations; Benefits of this Agreement

	 	 	108	 
	9.6. Expenses; Indemnification

	 	 	108	 
	9.7. Numbers of Documents

	 	 	110	 
	9.8. Accounting

	 	 	110	 
	9.9. Severability of Provisions

	 	 	111	 
	9.10. Nonliability of Lenders

	 	 	111	 
	9.11. Confidentiality

	 	 	111	 
	9.12. Nonreliance

	 	 	112	 
	9.13 Disclosure

	 	 	112	 
	9.14 Judgment Currency

	 	 	112	 
	9.15 Currency Equivalent Generally

	 	 	112	 
	9.16 No Cross Collateralization

	 	 	112	 
	9.17. Amendment and Restatement

	 	 	112	 
	ARTICLE X THE AGENT

	 	 	114	 
	10.1. Appointment; Nature of Relationship

	 	 	114	 
	10.2. Powers

	 	 	114	 
	10.3. General Immunity

	 	 	115	 
	10.4. No Responsibility for Credit Extensions, Recitals, etc.

	 	 	115	 
	10.5. Action on Instructions of the Lenders

	 	 	115	 
	10.6. Employment of Agents and Counsel

	 	 	116	 
	10.7. Reliance on Documents; Counsel

	 	 	116	 
	10.8. Agent’s Reimbursement and Indemnification

	 	 	116	 
	10.9. Notice of Default

	 	 	116	 
	10.10. Rights as a Lender

	 	 	117	 
	10.11. Lender Credit Decision

	 	 	117	 
	10.12. Successor Agent

	 	 	117	 
	10.13. Agent and Arranger Fees

	 	 	118	 
	10.14. Delegation to Affiliates

	 	 	118	 
	10.15. Execution of Loan Documents

	 	 	118	 
	10.16. Collateral Matters

	 	 	118	 






iv









 






	 	 	 	 	 
	10.17. Syndication Agent

	 	 	120	 
	10.18 Authority with Respect to Québec

	 	 	120	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS

	 	 	121	 
	11.1. Setoff

	 	 	121	 
	11.2. Ratable Payments

	 	 	121	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

	 	 	122	 
	12.1. Successors and Assigns

	 	 	122	 
	12.2. Participations

	 	 	122	 
	12.3. Assignments

	 	 	123	 
	12.4. Dissemination of Information

	 	 	125	 
	12.5. Tax Treatment

	 	 	125	 
	12.6. Assignment by LC Issuer

	 	 	125	 
	ARTICLE XIII NOTICES

	 	 	125	 
	13.1 Notices; Effectiveness; Electronic Communication

	 	 	125	 
	13.2. Change of Address, Etc.

	 	 	126	 
	ARTICLE XIV COUNTERPARTS

	 	 	127	 
	ARTICLE XV GUARANTY

	 	 	127	 
	15.1. Guaranty

	 	 	127	 
	15.2. Guaranty of Payment

	 	 	127	 
	15.3. No Discharge or Diminishment of Guaranty

	 	 	128	 
	15.4. Defenses Waived

	 	 	129	 
	15.5. Rights of Subrogation

	 	 	129	 
	15.6. Reinstatement; Stay of Acceleration

	 	 	129	 
	15.7. Information

	 	 	130	 
	15.8. [Intentionally Deleted.]

	 	 	130	 
	15.9. Taxes

	 	 	130	 
	15.10. Contribution

	 	 	130	 
	15.11. Lending Installations

	 	 	131	 
	15.12 Liability Cumulative

	 	 	131	 
	15.13 Fraudulent Conveyance Matters

	 	 	131	 
	ARTICLE XVI CASH MANAGEMENT

	 	 	132	 
	16.1. Lockbox and Cash Management Account

	 	 	132	 
	16.2 Application of Payments

	 	 	133	 
	ARTICLE XVII RELATIONSHIP OF THE DOMESTIC BORROWER AND THE OTHER LOAN PARTIES

	 	 	134	 
	17.1. Notices

	 	 	134	 
	17.2. Execution of Loan Documents; Borrowing Base Certificate

	 	 	134	 
	17.3. Reporting

	 	 	135	 
	17.4. Disbursement of Loan Proceeds

	 	 	135	 
	17.5. Domestic Borrower as Representative

	 	 	135	 
	ARTICLE XVIII USA PATRIOT ACT NOTIFICATION

	 	 	136	 
	18.1 USA Patriot Act Notification

	 	 	136	 
	ARTICLE XIX CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONFESSION OF JUDGMENT

	 	 	136	 
	19.1 CHOICE OF LAW

	 	 	136	 
	19.2 CONSENT TO JURISDICTION

	 	 	136	 
	19.3 WAIVER OF JURY TRIAL

	 	 	137	 
	19.4 CONFESSION OF JUDGMENT

	 	 	137	 








v









 






SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amended and Restated Credit Agreement, dated as of June 20, 2007, is among
Park-Ohio Industries, Inc., an Ohio corporation (the “Domestic Borrower”), the other Loan
Parties, the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer
and as the Agent.



RECITALS




     WHEREAS, the Domestic Borrower, certain of the other Loan Parties, certain of the Lenders, and
the Agent entered into the Existing Loan Documents (as defined below); and



     WHEREAS, the Domestic Borrower, the other Loan Parties, the Lenders, and the Agent have agreed
to amend and restate the Existing Loan Documents as set forth herein, and the Guarantors have
acknowledged and agreed to such amendment and restatement.



     NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth in
this Agreement, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




     As used in this Agreement:



     “Account” shall have the meaning given to such term in the Security Agreement.



     “Account Debtor” means any Person obligated on an Account.



     “Acquisition” means any transaction, or any series of related transactions,
consummated on or after the Effective Date, by which any Loan Party (a) acquires any going business
or all or substantially all of the assets of any Person, whether through purchase of assets, merger
or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of votes) of the Capital
Stock of a Person which has ordinary voting power for the election of directors or other similar
management personnel of a Person (other than Capital Stock having such power only by reason of the
happening of a contingency) or a majority of the outstanding Capital Stock of a Person.



     “Advance” means a borrowing hereunder, (a) made to the same Borrower on the same
Borrowing Date, or (b) converted or continued on the same date of conversion or continuation,
consisting, in either case, of the aggregate amount of the several Loans of the same Type and
currency and, in the case of Fixed Rate Loans, for the same Interest Period. The term Advance
shall include Non-Ratable Loans, Overadvances, Protective Advances, and UK Overdraft Advances,
unless otherwise expressly provided.








 









 





     “Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed to control
another Person if the controlling Person owns 10% or more of any class of the voting Capital Stock
of the controlled Person or possesses, directly or indirectly, the power to direct or cause the
direction of the management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.



     “Agent” means Chase in its capacity as contractual representative of the Lenders
pursuant to Article X, and not in its individual capacity as a Lender, and any successor
Agent appointed pursuant to Article X, and any of such Agent’s Affiliates.



     “Aggregate Borrowing Base” means, at any time, the aggregate of the Domestic Borrowing
Base, the Canadian Borrowing Base and the UK Borrowing Base.



     “Aggregate Borrowing Base Certificate” means a certificate signed by an Authorized
Officer, in the form of Exhibit H or another form which is acceptable to the Agent in its
sole discretion.



     “Aggregate Canadian Commitment” means the aggregate of the Canadian Commitments of all
Canadian Lenders, as reduced from time to time pursuant to the terms hereof, which Aggregate
Canadian Commitment shall initially be in the amount of Twelve Million Dollars ($12,000,000).



     “Aggregate Canadian Exposure” means, at any time, the aggregate of the Canadian
Exposure of all Canadian Lenders at such time.



     “Aggregate Commitment” means the amount of $270,000,000, which may be increased
pursuant to the terms of Section 2.28 and reduced from time to time pursuant to the terms
hereof.



     “Aggregate Credit Exposure” means, at any time, the aggregate of the Aggregate
Domestic Exposure, the Aggregate Canadian Exposure and the Aggregate UK Exposure at such time.



     “Aggregate Domestic Exposure” means, at any time, the aggregate of the Domestic
Exposure of all Domestic Lenders at such time.



     “Aggregate UK Commitment” means the aggregate of the UK Commitments of all UK Lenders,
as reduced from time to time pursuant to the terms hereof, which Aggregate UK Commitment shall
initially be in the amount of Ten Million Dollars ($10,000,000).



     “Aggregate UK Exposure” means, at any time, the aggregate of the UK Exposure of all UK
Lenders at such time.



     “Agreement” means this Second Amended and Restated Credit Agreement, as it may be
amended or modified and in effect from time to time.








 









 





     “Alternate Base Rate” means, for any day, a rate of interest per annum equal to the
higher of (a) the Prime Rate for such day and (b) the sum of the Federal Funds Effective Rate for
such day plus 1/2% per annum.



     “Applicable Agent” means the Agent, the Canadian Correspondent Lender or the UK
Correspondent Lender, as the context may require.



     “Applicable Fee Rate” means, at any time, the percentage rate per annum at which fees
accrue on Available Commitment at such time as set forth in the Pricing Schedule.



     “Applicable Margin” means, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to Advances of such Type as
set forth in the Pricing Schedule.



     “Arranger” means JPMorgan Securities Inc., a Delaware corporation, and its successors,
in its capacity as Lead Arranger and Sole Book Runner.



     “Article” means an article of this Agreement unless another document is specifically
referenced.



     “Assignment Agreement” is defined in Section 12.3(a).



     “Associated Cost Rate” means the percentage rate per annum calculated by the UK
Correspondent Lender in accordance with Exhibit M.



     “Authorized Officer” means any of the chief executive officer, chief operating
officer, President, Vice President, Secretary or the chief financial officer, acting singly.



     “Availability” means at any time, an amount equal to (a) the Maximum Borrowing Amount,
minus (b) the Aggregate Credit Exposure.



     “Available Commitment” means, at any time, the Aggregate Commitment then in effect
minus the Aggregate Credit Exposure at such time.



     “Banking Services” means each and any of the following bank services provided to any
Loan Party by the Lenders, or any of their Affiliates: (a) commercial credit cards, (b) stored
value cards, (c) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, overdrafts, interstate depository
network services, and international cash management services), (d) leasing services, and (e) Rate
Management Transactions.



     “Banking Services Obligations” of the Loan Parties means any and all obligations of
the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.








 









 





     “Banking Services Reserves” means all Reserves which the Agent from time to time
establishes in its sole discretion for Banking Services then provided or outstanding.



     “Bankruptcy Code” means, as applicable, Title 11 of the U.S. Code (11 U.S.C. § 101
et seq.), or under any other bankruptcy insolvency, liquidation, winding-up,
corporate or similar statute or law, foreign, federal, state or provincial, in any applicable
jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time,
or other applicable statute for jurisdictions outside of the United States, as the case may be,
including, without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada), and the Insolvency Act of 1986 (UK) and any rule or regulation issued
thereunder.



     “Borrower” means, collectively or individually, as the context may require, the
Domestic Borrower, the Canadian Borrower, the UK Borrowers (or either of them), and their
successors and assigns.



     “Borrowing Base Certificate” means a certificate in the form of Exhibit H or
another form which is acceptable to the Agent in its sole discretion.



     “Borrowing Base Report” means a certificate in the form of Exhibit H or
another form which is acceptable to the Agent in its sole discretion.



     “Borrowing Date” means a date on which an Advance or a Loan is made hereunder.



     “Borrowing Loan Party” means each Loan Party that owns Collateral used in the
calculation of the Aggregate Borrowing Base.



     “Borrowing Notice” is defined in Section 2.1.1(b).



     “Business Day” means (a) with respect to any borrowing, payment or rate selection of
Fixed Rate Advances provided by the Domestic Lenders, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York City for the conduct of substantially all of
their commercial lending activities, interbank wire transfers can be made on the Fedwire system,
and dealings in Dollars are carried on in the London interbank market, (b) with respect to any
borrowing, payment or rate selection of Fixed Rate Advances provided by the UK Lenders, a day
(other than a Saturday or Sunday) on which banks generally are open in London for the conduct of
substantially all of their commercial lending activities, interbank wire transfers can be made on
the Fedwire system, and dealings in Pounds Sterling are carried on in the London interbank market,
(c) with respect to any borrowing, payment or rate selection of Fixed Rate Advances provided by the
Canadian Lenders, a day (other than a Saturday or Sunday) on which banks generally are open in
Chicago, New York City, and Toronto for the conduct of substantially all of their commercial
lending activities, interbank wire transfers can be made on the Fedwire system, and dealings in
Dollars and CAD are carried on in the London interbank market, and (d) for all other purposes, a
day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct
of substantially all of their commercial lending activities and interbank wire transfers can be
made on the Fedwire system.








 









 





     “Canadian Advance” means a borrowing hereunder (a) made by some or all of the Canadian
Lenders on the same Borrowing Date or (b) converted or continued by the Canadian Lenders on the
same date of conversion or continuation, consisting, in either case, of the aggregate amount of the
Canadian Revolving Loans of the same Type and, in the case of the Canadian Fixed Rate Loans, for
the same Interest Period. The term “Canadian Advance” shall include Protective Advances made by
the Canadian Correspondent Lender.



     “Canadian Affiliate” means a financial institution organized under the laws of Canada,
or a province or territory thereof that is affiliated with a Lender.



     “Canadian Availability” means, at any time, an amount equal to (a) the Canadian
Maximum Borrowing Amount, minus (b) the Aggregate Canadian Exposure.



     “Canadian Base Rate” means the per annum interest rate established from time to time
by the Canadian Correspondent Lender as the Canadian Correspondent Lender’s “prime rate” for loans
in Canadian Dollars or similar index, whether or not such rate is publicly announced; the Canadian
Base Rate may not be the lowest interest rate charged by Canadian Correspondent Lender for
commercial or other extensions of credit in Canadian Dollars. Each change in the Canadian Base
Rate shall be effective immediately from and after such change.



     “Canadian Borrower” means RB&W Corporation of Canada, an Ontario corporation.



     “Canadian Borrowing Base” means, at any time, with respect to the Canadian Loan
Parties, the sum of (a) up to 85% of such Loan Parties’ Eligible Accounts at such time,
plus (b) the least of (i) up to 65% of such Loan Parties’ Eligible Inventory, valued at the
lower of cost or market value, determined on a first-in-first-out basis, at such time, (ii) (A) 85%
multiplied by (B) the Orderly Liquidation Percentage multiplied by (C) the value of
such Loan Parties’ Inventory, or (iii) $6,000,000, minus (c) Reserves related to the
Canadian Loan Parties. The Canadian Borrowing Base shall be calculated and reported in Dollars.
The Agent may, in its Permitted Discretion, reduce the advance rates set forth above or reduce one
or more of the other elements used in computing the Canadian Borrowing Base.



     “Canadian Commitment” means, for each Canadian Lender, the obligation of such Lender
to make Canadian Revolving Loans and to participate in Canadian LC Obligations in an aggregate
amount not exceeding the amount set forth in the Commitment Schedule or as set forth in any
Assignment Agreement that has become effective pursuant to Section 12.3(a), as such amount
may be modified from time to time pursuant to the terms hereof.



     “Canadian Correspondent Lender” means JPMorgan Chase Bank, N.A., Toronto Branch, or
such other financial institution organized under the laws of Canada (or any province or territory
thereof) or otherwise a Canadian Taxable Lender as may be designated by the Agent from time to
time.



     “Canadian Deposit Offered Rate” means on any date the annual rate of interest which is
the rate determined as being the arithmetic average of the quotations of all institutions listed in
respect of the “BA 1 Month” Rate for Canadian Dollar denominated bankers’ acceptances









 









 







displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the
International Swap Dealer Association, Inc. definitions, as modified and amended from time to time
as of 10:00 a.m. (Toronto time) on such day and, if such day is not a Business Day, then on the
immediately preceding Business Day (as adjusted by the Canadian Correspondent Lender after 10:00
a.m. (Toronto time) to reflect any error in the posted rate of interest or in the posted average
annual rate of interest); and if such rates are not available on the Reuters Screen CDOR Page on
any particular day, then the Canadian Deposit Offered Rate on that day shall be calculated as the
cost of funds quoted by the Agent to raise Canadian Dollars for the applicable Interest Period as
of 10:00 a.m. (Toronto time) on such day for commercial loans or other extensions of credit to
businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the
Canadian Correspondent Lender on the immediately preceding Business Day.




     “Canadian Derived Fixed Rate” means a per annum rate equal to the Canadian Domestic
Rate plus the Applicable Margin based on the Eurodollar Margin relating to Domestic
Revolving Loans other than for Fixed Asset Advances and the Tranche B Facility.



     “Canadian Derived Floating Rate” means a per annum rate equal to the Canadian Base
Rate plus the Applicable Margin based on the ABR Margin relating to Floating Rate Loans,
plus three quarters of one percent (0.75%).



     “Canadian Dollars” and “CAD” means the lawful currency of Canada.



     “Canadian Domestic Rate” means, the per annum rate that is equal to the cost of
raising Canadian Dollars for the applicable Interest Period as determined by the Canadian
Correspondent Lender; provided that such cost of funds shall not exceed the Canadian Deposit
Offered Rate plus 10 basis points.



     “Canadian Exposure” means, with respect to any Canadian Lender, at any time, the sum
of the Dollar Equivalent of the aggregate principal amount of its Canadian Revolving Loans
outstanding at such time, plus an amount equal to its Pro Rata Share of the Dollar
Equivalent of the aggregate amount of Canadian LC Obligations outstanding at such time,
plus an amount equal to its Pro Rata Share of the Dollar Equivalent of the aggregate
principal amount of Protective Advances made by the Canadian Correspondent Lender and outstanding
at such time.



     “Canadian Facility LCs” means Facility LCs issued upon the application of a Canadian
Loan Party.



     “Canadian Fixed Rate Advance” means an Advance which, except as provided in
Section 2.12, bears interest at the Canadian Derived Fixed Rate.



     “Canadian Fixed Rate Loan” means a Loan which, except as provided in Section
2.12, bears interest at the Canadian Derived Fixed Rate.



     “Canadian Floating Rate Advance” means an Advance which, except as provided in
Section 2.12, bears interest at the Canadian Derived Floating Rate.








 









 





     “Canadian Floating Rate Loan” means a Loan which, except as provided in Section
2.12, bears interest at the Canadian Derived Floating Rate.



     “Canadian LC Obligations” means, at any time, with respect to Canadian Facility LCs,
the sum, without duplication, of (a) the aggregate undrawn stated amount under all Canadian
Facility LCs outstanding at such time plus (b) the aggregate unpaid amount at such time of
all Reimbursement Obligations related to Canadian Facility LCs.



     “Canadian Lenders” means, collectively (a) the Canadian Correspondent Lender and Bank
of America, N.A. (acting through its Canada branch) (each, a “CAD Designated Bank”), and
(b) the Canadian Affiliate of a CAD Designated Bank; provided that (i) any Canadian Revolving Loan
made by such Canadian Lender shall be actually made, issued or participated in, as the case may be,
by its Canadian Affiliate, and (ii) the Canadian Commitment for such Canadian Lender shall each be
deemed to apply to it and its Canadian Affiliate collectively, provided that any Canadian Lender
shall be a Canadian Taxable Lender.



     “Canadian Loan Parties” means the Canadian Borrower and the Canadian Subsidiaries, and
“Canadian Loan Party” means any one of them.



     “Canadian Maximum Borrowing Amount” means, at any time, an amount equal to the lesser
of (i) the Aggregate Canadian Commitment minus all Reserves then in effect related to the
Canadian Loan Parties, or (ii) the Canadian Borrowing Base.



     “Canadian Obligations” means all unpaid principal and accrued and unpaid interest on
the Canadian Revolving Loans, all Canadian LC Obligations, all Protective Advances made by the
Canadian Correspondent Lender, all Rate Management Obligations of the Canadian Loan Parties, all
accrued and unpaid fees and all expenses, reimbursements, indemnities, and other obligations of the
Canadian Loan Parties to the Canadian Lenders or to any Canadian Lender, the Canadian Correspondent
Lender, the applicable LC Issuer or any indemnified party (with respect to the Canadian Revolving
Loans) arising under the Loan Documents.



     “Canadian Revolving Loans” means the revolving loans extended by the Canadian Lenders
to the Canadian Borrower pursuant to Section 2.1.1 hereof.



     “Canadian Revolving Note” means any Canadian Revolving Note executed and delivered
pursuant to Section 2.1.1 hereof.



     “Canadian Subsidiary” means any Subsidiary of the Domestic Borrower (other than the
Canadian Borrower) or the Canadian Borrower that is organized under the laws of Canada or any
province or territory of Canada and that is either party to this Agreement on the date hereof or is
added as a party to this Agreement pursuant to a Joinder Agreement.



     “Canadian Taxable Lender” means a business organization under the laws of any
applicable jurisdiction which is permitted under Canadian law to lend money in Canada, and is
either (a) resident in Canada for the purposes of the Income Tax Act (Canada) (the “ITA”)
or








 









 




(b) an authorized foreign bank for the purposes of the Bank Act (Canada) for which the
Canadian Obligations are in respect of its Canadian banking business as defined in subsection
248(I) of the ITA, and which is accordingly deemed resident in Canada pursuant to subsection
212(13.3) of the ITA for purposes of withholding tax on the Canadian Obligations.




     “Capital Expenditures” means, without duplication, any expenditures for any purchase
or other acquisition or development of any asset which would be classified as a fixed or capital
asset on a consolidated balance sheet of the Domestic Borrower and its Subsidiaries prepared in
accordance with GAAP.



     “Capital Stock” means any and all corporate stock, units, shares, partnership
interests, membership interests, equity interests, rights, securities, or other equivalent
evidences of ownership (howsoever designated) issued by any Person.



     “Capitalized Lease” of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.



     “Capitalized Lease Obligations” of a Person means the amount of the obligations of
such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such
Person prepared in accordance with GAAP.



     “Cash Equivalent Investments” means (a) short-term obligations of, or fully guaranteed
by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s, (c)
demand deposit accounts maintained in the ordinary course of business, and (d) certificates of
deposit issued by and time deposits with any Domestic Lender or any commercial bank (whether
domestic or foreign) having capital and surplus in excess of $100,000,000; provided that, in each
case, the same provides for payment of both principal and interest (and not principal alone or
interest alone) and is not subject to any contingency regarding the payment of principal or
interest and any Canadian or UK equivalent.



     “Cash Management Account” is defined in Section 16.1.



     “Change” is defined in Section 3.2.



     “Change in Control” means (a) the acquisition by any Person (other than the Permitted
Holders), or two or more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of
20% or more of the outstanding voting Capital Stock of any Loan Party; (b) the Permitted Holders
shall collectively cease to own, free and clear of all Liens or other encumbrances, at least 15% of
the outstanding voting Capital Stock of the Parent on a fully diluted basis, or if they own less
than 15%, either Edward F. Crawford or Mathew V. Crawford shall cease to hold the office of
chairman, chief executive officer, or president of the Domestic Borrower or the Parent; (c) Parent
shall cease to own 100% of the Capital Stock of the Domestic Borrower; or (d) the occurrence of a
Change in Control, as defined in the Indenture.








 









 





     “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its
individual capacity, and its successors and assigns.



     “Closing Date” means July 30, 2003.



     “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time, and any rule or regulation issued thereunder, or the Canadian or UK
equivalent, if applicable.



     “Collateral” means any and all property covered by the Collateral Documents and any
and all other property, real or personal, tangible or intangible of any Loan Party, now existing or
hereafter acquired, that may at any time be or become subject to a security interest or Lien in
favor of the Agent, the Canadian Correspondent Lender or the UK Correspondent Lender, as the case
may be, for the benefit of each of such parties and the applicable Lenders, to secure the Secured
Obligations, or any portion thereof.



     “Collateral Access Agreement” means any landlord waiver or other agreement, in form
and substance satisfactory to the Agent, between the Agent and any third party (including any
bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any
landlord of any Loan Party for any real Property where any Collateral is located, as such landlord
waiver or other agreement may be amended, restated, or otherwise modified from time to time.



     “Collateral Documents” means, collectively, the Security Agreement, the Mortgages, the
Pledge Agreements, the Foreign Collateral Documents, and any other documents granting a Lien upon
the Collateral as security for payment of the Secured Obligations, or any portion thereof as the
case may be.



     “Collateral Shortfall Amount” is defined in Section 2.1.2(l).



     “Commitment” means, with respect to any Lender, individually or collectively, as the
context may require, its Domestic Commitment, its Canadian Commitment, and its UK Commitment.



     “Commitment Schedule” means the Schedule attached hereto identified as such and as it
may be amended pursuant to the terms of this Agreement.



     “Compliance Certificate” is defined in Section 6.1(e).



     “Consolidated Capital Expenditures” means, with reference to any period, the Capital
Expenditures of the Domestic Borrower and its Subsidiaries calculated on a consolidated basis for
such period.



     “Consolidated Debt Charges” means, with reference to any period, without duplication,
Consolidated Interest Expense to the extent paid in cash in such period, plus scheduled
principal payments on Indebtedness made during such period, plus any scheduled reductions
in the Fixed









 









 







Asset Borrowing Base during such period, all calculated for the Domestic Borrower and its
Subsidiaries on a consolidated basis.




     “Consolidated EBITDA” means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (a) Consolidated Interest Expense,
(b) Consolidated Tax Expense, (c) depreciation, (d) amortization, and (e) other non-cash expenses,
all calculated for the Domestic Borrower and its Subsidiaries on a consolidated basis.



     “Consolidated Interest Expense” means, with reference to any period, the interest
expense of the Domestic Borrower and its Subsidiaries calculated on a consolidated basis for such
period.



     “Consolidated Net Income” means, with reference to any period, the net income or loss
of the Domestic Borrower and its Subsidiaries calculated on a consolidated basis for such period.



     “Consolidated Tax Expense” means, with reference to any period, the tax expense of the
Domestic Borrower and its Subsidiaries calculated on a consolidated basis for such period.



     “Contention Account” means any Account which is owing by an Account Debtor to ILS and
which is classified by ILS, on its books or otherwise, as a “contention” Account.



     “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay
contract or the obligations of any such Person as general partner of a partnership with respect to
the liabilities of the partnership.



     “Conversion/Continuation Notice” is defined in Section 2.7.



     “Controlled Group” means all members of a controlled group of corporations or other
business entities and all trades or businesses (whether or not incorporated) under common control
which, together with a Loan Party or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code.



     “Copyrights” shall have the meaning given to such term in the Security Agreement.



     “Credit Exposure” means, with respect to any Lender, its Domestic Exposure, Canadian
Exposure or the UK Exposure, as the context may require.



     “Credit Extension” means the making of an Advance or the issuance of a Facility LC
hereunder.








 









 





     “Credit Extension Date” means the Borrowing Date for an Advance or the issuance date
for a Facility LC.



     “Customer List” means, as at any date, a list of each Loan Party’s customers within
the last 120 days prior to such date, specifying each customer’s name, mailing address and phone
number.



     “Debt Service Coverage Ratio” means, the ratio, determined as of the end of each of
Fiscal Quarter of the Domestic Borrower for the then most-recently ended four Fiscal Quarters, of
(a) Consolidated EBITDA minus cash taxes paid, minus unfunded Capital Expenditures,
minus cash dividends, plus cash tax refunds to (b) Consolidated Debt Charges, all
calculated for the Domestic Borrower and its Subsidiaries on a consolidated basis for such period.



     “Default” means an event described in Article VII.



     “Defaulting Lender” is defined in Section 2.23(b).



     “Deposit Account Control Agreement” means an agreement, in form and substance
satisfactory to the Agent, among any Loan Party, a banking institution holding such Loan Party’s
funds, and the Agent with respect to collection and control of all deposits and balances held in a
deposit account maintained by any Loan Party with such banking institution.



     “Designated Account Debtors” shall mean those parties listed on Schedule 1, which
Schedule may be updated from time to time with the Agent’s prior written consent.



     “Document” shall have the meaning given to such term in the Security Agreement.



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



     “Dollar Equivalent” means (a) with respect to any Canadian Revolving Loan, Canadian
Facility LC, UK Fixed Rate Loan, UK Facility LC, UK Overdraft Advance, or Protective Advance made
by the Canadian Correspondent Lender or the UK Correspondent Lender, the amount denominated in CAD
or Pounds Sterling, as the case may be, as of any date of determination, that could be purchased
with the amount of Dollars at the most favorable spot exchange rate quoted by the Agent at
approximately 11:00 a.m. (Chicago time or London time, as the case may be) on such date, and (b)
with respect to any other amount, if such amount is determined in Dollars, then such amount in
Dollars and, if such amount is not determined in Dollars, the Dollar equivalent of such amount,
determined by the Agent on the basis of its spot rate at 11:00 a.m. (Chicago time or London time,
as the case may be) on the date for which the Dollar equivalent amount of such amount is being
determined.



     “Domestic Availability” means, at any time, an amount equal to (a) the Domestic
Maximum Borrowing Amount minus (b) the Aggregate Domestic Exposure.



     “Domestic Borrower” means Park-Ohio Industries, Inc., and its successors and assigns.








 









 





     “Domestic Borrowing Base” means, at any time, with respect to the Domestic Borrower
and the Domestic Loan Parties, the sum of (a) up to 85% of such Loan Parties’ Eligible Accounts at
such time, plus (b) the least of (i) up to 65% of such Loan Parties’ Eligible Inventory,
valued at the lower of cost or market value, determined on a first-in first-out basis, at such
time, (ii) (A) 85% multiplied by (B) the Orderly Liquidation Percentage multiplied
by (C) the value of such Loan Party’s Inventory, or (iii) $125,000,000 plus (c) the
Fixed Asset Borrowing Base plus (d) Tranche B Facility minus (e) Reserves related
to such Domestic Loan Parties. The Agent may, in its Permitted Discretion, reduce the advance
rates set forth above or reduce one or more of the other elements used in computing the Domestic
Borrowing Base.



     “Domestic Commitment” means, for each Domestic Lender, the obligation of such Lender
to make Domestic Revolving Loans and to participate in Domestic LC Obligations in an aggregate
amount not exceeding the amount set forth in the Commitment Schedule or as set forth in any
Assignment Agreement that has become effective pursuant to Section 12.3(a), as such amount
may be modified from time to time pursuant to the terms hereof, including, without limitation,
Section 2.28.



     “Domestic Exposure” means, with respect to any Domestic Lender, at any time, the sum
of the aggregate principal amount of its Domestic Revolving Loans outstanding at such time,
plus an amount equal to its Pro Rata Share of any Domestic LC Obligations outstanding at
such time, plus an amount equal to its Pro Rata Share, if any, of the aggregate principal
amount of Non Ratable Loans, Overadvances, and Protective Advances outstanding at such time,
plus, if the Domestic Lender is a Non-Participating Lender, an amount equal to its Pro Rata
Share of the aggregate principal amount of the Canadian Revolving Loans, Canadian LC Obligations,
UK Fixed Rate Loans, UK Overadvances, UK LC Obligations, and the Protective Advances made by the
Canadian Correspondent Lender and the UK Correspondent Lender, in each case, outstanding at such
time.



     “Domestic Facility LCs” means Facility LCs issued upon the application of any Domestic
Loan Party.



     “Domestic Floating Rate Advance” means an Advance which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.



     “Domestic Floating Rate Loan” means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the Floating Rate.



     “Domestic LC Obligations” means, at any time, with respect to Domestic Facility LCs,
the sum, without duplication, of (a) the aggregate undrawn stated amount under all Domestic
Facility LCs outstanding at such time plus (b) the aggregate unpaid amount at such time of
all Reimbursement Obligations related to Domestic Facility LCs.



     “Domestic Lenders” means each Lender other than the Canadian Lenders and the UK
Lenders, and their respective successors and assigns.



     “Domestic Loan Parties” means the Domestic Borrower and any Domestic Subsidiary that
is also a Loan Party, and “Domestic Loan Party” means any one of them.








 









 





     “Domestic Maximum Borrowing Amount” means, at any time, an amount equal to the lesser
of (i) the Aggregate Commitment minus all Reserves then in effect related to the Domestic
Loan Parties, or (ii) the Domestic Borrowing Base.



     “Domestic Revolving Loans” means the revolving loans extended by the Domestic Lenders
to the Domestic Borrower pursuant to Section 2.1.1 hereof.



     “Domestic Revolving Note” means any Domestic Revolving Note executed and delivered
pursuant to Section 2.1.1.



     “Domestic Subsidiary” means any Subsidiary which is organized under the laws of the
U.S. or any state, protectorate or territory of the U.S.



     “Effective Date” means the date of this Agreement




     “Eligible Accounts” means, at any time, the Accounts of a Loan Party, which the Agent
determines in its Permitted Discretion are eligible as the basis for Credit Extensions hereunder.
Without limiting the Agent’s discretion provided herein, Eligible Accounts shall not include any
Account:




     (a) which is not subject to a first priority perfected security interest for the
benefit of the Applicable Agent and Lenders or is not subject to a legal or equitable
assignment in favor of the Applicable Agent and Lenders, notice in respect of which has been
served on the applicable Account Debtors;




     (b) which is subject to any Lien other than (i) Liens for the benefit of the Applicable
Agent and Lenders, and (ii) a Permitted Lien which does not have priority over the Liens for
the benefit of the Applicable Agent and Lenders;




     (c) with respect to which (i) more than 60 days have elapsed since the due date for
payment, (ii) more than 120 days have elapsed since the date of the original invoice
therefor, or (iii) with respect to the Designated Account Debtors, more than 60 days have
elapsed since the due date for payment, which shall in no event exceed 150 days since the
date of the original invoice therefor;




     (d) which is owing by an Account Debtor to a Loan Party for which more than 50% of the
Accounts owing from such Account Debtor to that Loan Party are ineligible hereunder;




     (e) which is owing by an Account Debtor to a Loan Party to the extent the aggregate
amount of Eligible Accounts owing from such Account Debtor to such Loan Party exceeds 25% of
the aggregate Eligible Accounts;




     (f) with respect to which any covenant, representation, or warranty contained in this
Agreement or in the Security Agreement has been breached or is not true;









 









 









     (g) which (i) does not arise from the sale of goods or performance of services in the
ordinary course of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the Agent which has been sent to the Account Debtor, (iii) represents a
progress billing, (iv) is contingent upon such Loan Party’s completion of any further
performance, or (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return,
sale on approval, consignment, or any other repurchase or return basis;




     (h) for which the goods giving rise to such Account have not been shipped to the
Account Debtor or for which the services giving rise to such Account have not been performed
by such Loan Party;




     (i) with respect to which any check or other instrument of payment has been returned
uncollected for any reason;




     (j) which is owed by an Account Debtor which has (i) applied for, suffered, or
consented to the appointment of any receiver, custodian, trustee, or liquidator of its
assets, (ii) has had possession of all or a material part of its property taken by any
receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any
request or petition for liquidation, reorganization, arrangement, adjustment of debts,
adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or
federal bankruptcy laws; provided, however, that Accounts of a “Post-Petition” Account
Debtor shall be Eligible Accounts if such Accounts are paid within the earlier of (A) 30
days, or (B) the amount of time specified in the Post-Petition Order, (iv) has admitted in
writing its inability, or is generally unable to, pay its debts as they become due, (v)
become insolvent, or (vi) ceased operation of its business;




     (k) which is owed by an Account Debtor that (i) does not maintain its principal place
of business in the U.S., Canada or the United Kingdom, or (ii) is not organized under the
applicable laws of the U.S., any state or territory of the U.S., the District of Columbia,
Canada, any province or territory of Canada, the United Kingdom, unless such Account is
backed by a Letter of Credit or foreign credit insurance acceptable to the Agent which is in
the possession of the Agent;




     (l) which is owed in any currency other than Dollars, Canadian Dollars, Pounds
Sterling, or Euros;




     (m) which is owed by (i) the government (or any department, agency, public corporation,
or instrumentality thereof) of any country other than the U.S. unless such Account is backed
by a Letter of Credit acceptable to the Agent which is in the possession of the Agent, or
(ii) the government of the U.S., or any department, agency, public corporation, or
instrumentality thereof, in an aggregate amount exceeding $750,000, unless the Federal
Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and
41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Liens
for the benefit of the Applicable Agent and Lenders in such Account have been complied with
to the Agent’s satisfaction;









 









 









     (n) which is owed by any Affiliate, employee, or director of any Loan Party;




     (o) which, for any Account Debtor, exceeds a credit limit determined by the Agent, in
its Permitted Discretion, to the extent of such excess;




     (p) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which
any Loan Party is indebted, but only to the extent of such indebtedness;




     (q) which is subject to any counterclaim, deduction, defense, setoff or dispute to the
extent of such counterclaim, deduction, defense, set-off or dispute, unless such Account is
a Contention Account;




     (r) which is evidenced by any promissory note, chattel paper, or instrument;




     (s) which is owed by an Account Debtor located in any jurisdiction which requires
filing of a “Notice of Business Activities Report” or other similar report in order to
permit such Loan Party to seek judicial enforcement in such jurisdiction of payment of such
Account, unless such Loan Party has filed such report or qualified to do business in such
jurisdiction;




     (t) with respect to which such Loan Party has made any agreement with the Account
Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary
course of business;




     (u) which is a Contention Account, but only to the extent that such Contention Account
when added together with the aggregate of all of ILS’ Contention Accounts exceeds $750,000;
or




     (v) which the Agent determines in its Permitted Discretion may not be paid by reason of
the Account Debtor’s inability to pay.


In the event that an Account which was previously an Eligible Account ceases to be an Eligible
Account hereunder, the Domestic Borrower shall notify the Agent thereof (i) within three Business
Days of the date the Domestic Borrower has obtained knowledge thereof if any such Account is in
excess of $1,000,000 in the aggregate for such Account Debtor and (ii) on and at the time of
submission by the Domestic Borrower to the Agent of the next Aggregate Borrowing Base Certificate
in all other cases.




     “Eligible Inventory” means, at any time, the Inventory of a Loan Party, which the
Agent determines in its Permitted Discretion is eligible as the basis for Credit Extensions
hereunder. Without limiting the Agent’s discretion provided herein, Eligible Inventory shall not
include any Inventory:








 









 






     (a) which is not subject to a first priority perfected security interest, or in the
case of UK Inventory a floating charge, for the benefit of the Applicable Agent and Lenders;




     (b) which is subject to any Lien other than (i) Liens for the benefit of the Applicable
Agent and Lenders and (ii) a Permitted Lien which does not have priority over the Liens for
the benefit of the Applicable Agent and Lenders;




     (c) which is, in the Agent’s opinion, slow moving, obsolete, unmerchantable, defective,
unfit for sale, not salable at prices approximating at least the cost of such Inventory in
the ordinary course of business or unacceptable due to age, type, category and/or quantity;




     (d) with respect to which any covenant, representation, or warranty contained in this
Agreement or the Security Agreement has been breached or is not true;




     (e) which does not conform to all material standards imposed by any governmental
authority;




     (f) which constitutes work-in-process, subassemblies, packaging and shipping material,
manufacturing supplies, display items, bill-and-hold goods, returned or repossessed goods,
defective goods, goods held on consignment, or goods which are not of a type held for sale
in the ordinary course of business;




     (g) which is not located in the U.S., Canada, the United Kingdom or Puerto Rico, or is
in transit with a common carrier from vendors and suppliers, provided that (i) Inventory in
transit from one U.S. location to another U.S. location may be included as eligible despite
this clause (g) so long as (A) the Agent shall have received (1) a true and correct
copy of the non-negotiable bill of lading and other shipping documents for such Inventory,
(2) evidence that such Inventory is insured pursuant to casualty insurance naming the Agent
as loss payee and otherwise covering such risks as the Agent may reasonably request, and (3)
such other duly executed documents as reasonably requested by the Agent for such Inventory
and (B) the common carrier is not an Affiliate of the applicable vendor or supplier; and
(ii) Inventory in transit from a location outside the U.S. to a U.S. location may be
included as eligible despite this clause (g) so long as (A) the Agent shall have
received (1) a true and correct copy of the negotiable bill of lading and other shipping
documents for such Inventory, (2) evidence that such Inventory is insured pursuant to
casualty insurance naming the Agent as loss payee and otherwise covering such risks as the
Agent may reasonably request, and (3) such other duly executed documents as reasonably
requested by the Agent for such Inventory including, without limitation, a customs broker
agreement and (B) the common carrier is not an Affiliate of the applicable vendor or
supplier




     (h) which is located in any location leased by such Loan Party unless the lessor has
delivered to the Agent a Collateral Access Agreement or, with respect to any such location
for which the Agent does not receive a Collateral Access Agreement the








 









 







Inventory located there will continue to be Eligible Inventory, but the Agent shall
establish a Reserve in an amount equal to three (3) months rent for such location;
provided, however, that with respect to Inventory located at a leased location for
which the Agent shall not have received a Collateral Access Agreement on the Effective Date,
such Inventory shall be Eligible Inventory under this subpart (h) for a period of 60 days
after the Effective Date;




     (i) which is located in any third party warehouse or is in the possession of a bailee
and is not evidenced by a Document (other than non-negotiable bills of lading to the extent
permitted pursuant to clause (g) above), unless such warehouseman or bailee has delivered to
the Agent a Collateral Access Agreement and such other documentation as the Agent may
require;




     (j) which is the subject of a consignment by such Loan Party as consignor;




     (k) which contains or bears any Intellectual Property Rights licensed to such Loan
Party unless the Agent is satisfied that it may sell or otherwise dispose of such Inventory
without (i) infringing the rights of such licensor, (ii) violating any contract with such
licensor, or (iii) incurring any liability with respect to payment of royalties other than
royalties incurred pursuant to sale of such Inventory under the current licensing agreement;




     (l) which is not reflected in a current perpetual inventory report of such Loan Party
(unless such Inventory is reflected in an acceptable separate report to the Agent,
reflecting such Inventory as “in transit,” “work in process,” “outside processing,” or any
other category (as is acceptable to the Agent) of Inventory);




     (m) which, with respect to the Canadian Loan Parties, is considered “30-day goods”
within the meaning of the Bankruptcy and Insolvency Act (Canada); or




     (n) which the Agent otherwise determines is unacceptable in its Permitted Discretion.


In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory
hereunder, the Domestic Borrower shall notify the Agent thereof (i) within three Business Days of
the date the Domestic Borrower has obtained knowledge thereof if any such Inventory has a value
(based on the lower of cost, determined on a first-in, first-out basis, or market) in excess of
$2,000,000 in the aggregate and (ii) on and at the time of submission by the Domestic Borrower to
the Agent of the next Aggregate Borrowing Base Certificate in all other cases.




     “Environmental Laws” means any and all federal, state, provincial, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other
legally enforceable governmental restrictions relating to (a) the protection of the environment,
(b) the effect of the environment on human health, (c) emissions, discharges or releases of
pollutants, contaminants, hazardous substances or wastes into surface water, ground water or







 









 




land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up
or other remediation thereof.




     “Equipment” has the meaning specified in the Security Agreement.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any rule or regulation issued thereunder.



     “ERISA Plan” means each “employee benefit plan” (within the meaning of ERISA Section
3(3)) that a Loan Party or any member of its Controlled Group at any time sponsors, maintains,
contributes to, has liability with respect to or has an obligation to contribute to such plan.



     “Euro” means the single currency unit of the Participating Member States.



     “Eurodollar Advance” means an Advance which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.



     “Eurodollar Base Rate” means, with respect to a Eurodollar Advance for the relevant
Interest Period, the applicable British Bankers’ Association LIBOR rate for deposits in Dollars as
reported by any generally recognized financial information service as of 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, provided that, if no such British Bankers’ Association LIBOR rate is
available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall
instead be the rate determined by the Agent to be the rate at which Chase or one of its Affiliate
banks offers to place deposits in Dollars with first-class banks in the interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest
Period, in the approximate amount of Chase’s relevant Eurodollar Loan and having a maturity equal
to such Interest Period.



     “Eurodollar Loan” means a Loan which, except as otherwise provided in Section
2.12, bears interest at the applicable Eurodollar Rate.



     “Eurodollar Rate” means, with respect to a Eurodollar Advance for the relevant
Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable to such
Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a
decimal) applicable to such Interest Period, plus (b) the Applicable Margin.



     “Excluded Taxes” means, in the case of each Lender or applicable Lending Installation
and the Agent, taxes imposed on its overall revenue or net income or overall capital or net worth,
and franchise taxes imposed on it, by (a) the jurisdiction under the laws of which such Lender or
the Agent is incorporated or organized or doing business or (b) the jurisdiction in which the
Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending
Installation is located.







 









 





     “Exhibit” refers to an exhibit to this Agreement, unless another document is
specifically referenced.



     “Existing Credit Agreement” means that certain Amended and Restated Credit Agreement
dated as of November 5, 2003, as amended, among the Domestic Borrower, the other Loan Parties party
thereto, the Lenders party thereto, Chase as the Agent and LC Issuer, KeyBank National Association
as the Syndication Agent and JPMorgan Securities Inc. as the lead arranger and sole book runner.



     “Existing Loan Documents” means the Existing Credit Agreement and all of the other
“Loan Documents” as defined in the Existing Credit Agreement.



     “Facility” means the credit facility described in Section 2.1 hereof to be
provided to the Borrowers on the terms and conditions set forth in this Agreement.



     “Facility LC” means a Letter of Credit issued pursuant to Section 2.1.2
hereof.



     “Facility LC Application” is defined in Section 2.1.2(c).



     “Facility LC Collateral Account” is defined in Section 2.1.2(j).



     “Facility Termination Date” means December 31, 2010 or any earlier date on which the
Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.



     “Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as published for such day
(or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such
transactions received by the Agent from three Federal funds brokers of recognized standing selected
by the Agent in its sole discretion.



     “Financial Contract” of a Person means (a) any exchange-traded or over-the-counter
futures, forward, swap or option contract or other financial instrument with similar
characteristics or (b) any Rate Management Transaction.



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



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



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



     “Fixed Asset Advance” means a portion of the Domestic Revolving Loans equal to the
then current Fixed Asset Borrowing Base.







 









 





     “Fixed Asset Borrowing Base” means $25,000,000, which amount shall be reduced by
$892,857.15 on the first day of each Fiscal Quarter beginning on October 1, 2007; provided that if
(a) 80% of the net orderly liquidation value of the Loan Parties’ machinery and equipment
plus (b) 75% of the fair market value of the Loan Parties’ real property located in
Wickliffe, Ohio, Cuyahoga Heights, Ohio and Wapakoneta, Ohio each as determined by an appraisal
received by the Agent, is less than $25,000,000, the “Fixed Asset Borrowing Base” may be decreased
in the Agent’s sole and absolute discretion, but in no event to less than the applicable advance
rate set forth above multiplied by the appraised value of such assets.



     “Fixed Charge Condition Period” means the period commencing on the date that the
determination is made that the Fixed Charge Coverage Ratio Condition exists or, within the next
three (3) months, is reasonably likely to exist, until the date when the Domestic Borrower shall
have presented evidence to the Agent, satisfactory to the Agent in its sole discretion, that the
Fixed Charge Coverage Ratio Condition no longer exists and, within the next three (3) months, will
not be reasonably likely to exist.



     “Fixed Charge Coverage Ratio Condition” means any time that the Domestic Borrower’s
Fixed Charge Coverage Ratio (as defined in the Indenture) is less than 2.00 to 1.00, as calculated
in accordance with the terms and conditions of the Indenture.



     “Fixed Rate Advances” means Eurodollar Advances, Canadian Fixed Rate Advances, and/or
UK Fixed Rate Advances.



     “Fixed Rate Loans” means Eurodollar Loans, Canadian Fixed Rate Loans and/or UK Fixed
Rate Loans.



     “Fixture” has the meaning specified in the Security Agreement.



     “Floating Rate” means, for any day, a rate per annum equal to (a) the Alternate Base
Rate for such day plus (b) the Applicable Margin, in each case changing when and as the
Alternate Base Rate changes.



     “Floating Rate Advances” means Domestic Floating Rate Advances and/or Canadian
Floating Rate Advances.



     “Floating Rate Loans” means Domestic Floating Rate Loans and/or Canadian Floating Rate
Loans.



     “Foreign Collateral Documents” means, collectively, the documents granting a Lien upon
the Collateral of the Canadian Loan Parties or the UK Loan Parties as security for payment of the
Canadian Obligations or the UK Obligations, respectively.



     “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.







 









 





     “Funding Account” means a deposit account of (a) the Domestic Borrower maintained with
the Agent (b) the Canadian Borrower maintained with Canadian Correspondent Lender in Canada, or (c)
the UK Borrower maintained with UK Correspondent Lender in the UK, in which the Agent, the Canadian
Lenders, or the UK Lenders, as the case may be, are authorized by such Borrower to deposit the
proceeds of Loans.



     “GAAP” means U.S. generally accepted accounting principles as in effect from time to
time, applied in a manner consistent with that used in preparing the financial statements referred
to in Section 5.5.



     “Guaranteed Obligations” is defined in Section 15.1.



     “Guarantor” means each Loan Party (other than a Borrower) and any other Person who
becomes a party to the Guaranty pursuant to a Joinder Agreement, together with their successors and
assigns.



     “Guaranty” means Article XV of this Agreement and each separate guaranty, if
any, in form and substance satisfactory to the Agent, delivered by each Guarantor that is a Foreign
Subsidiary (which guaranty shall be governed by the laws of the country in which such Foreign
Subsidiary is located), in each case, as it may be amended or modified and in effect from time to
time.



     “ILS” means each of the “ILS” and “Integrated Logistics Solutions” Loan Parties.



     “Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b)
obligations representing the deferred purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person’s business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (d) obligations which
are evidenced by notes, acceptances, or other instruments, (e) obligations of such Person to
purchase securities or other Property arising out of or in connection with the sale of the same or
substantially similar securities or Property or any other Off-Balance Sheet Liabilities, (f)
Capitalized Lease Obligations, (g) Contingent Obligations for which the underlying transaction
constitutes Indebtedness under this definition, (h) the maximum available stated amount of all
letters of credit or bankers’ acceptances created for the account of such Person and, without
duplication, all reimbursement obligations with respect to letters of credit, (i) any and all
obligations, contingent or otherwise, whether now existing or hereafter arising, under or in
connection with Rate Management Transactions, including, without limitation, Net Mark to Market
Exposure, and (j) obligations of such Person under any Sale and Leaseback Transaction.



     “Indenture” means that certain Indenture dated as of November 30, 2004, between the
Domestic Borrower, each of the guarantors party thereto, and Wells Fargo Bank, N.A., as Trustee,
pursuant to which the Senior Subordinated Notes were issued to the Senior Subordinated Noteholders,
as the same may, with the prior written consent of the Agent and the Required Lenders, be from time
to time amended, restated or otherwise modified.







 









 





     “Intellectual Property Rights” means, with respect to any Person, all of such Person’s
Patents, Copyrights, Trademarks, and Licenses all other rights under any of the foregoing, all
extensions, renewals, reissues, divisions, continuations and continuations-in-part of any of the
foregoing.



     “Intercompany Notes” is defined in Section 6.16.



     “Interest Period” means, with respect to a Fixed Rate Loan, a period of one, two,
three or six months commencing on a Business Day selected by the Domestic Borrower pursuant to this
Agreement. Such Interest Period shall end on the day which corresponds numerically to such date
one, two, three or six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall
end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on
the next succeeding Business Day, provided, however, that, if said next succeeding Business Day
falls in a new calendar month, such Interest Period shall end on the immediately preceding Business
Day.



     “Inventory” has the meaning specified in the Security Agreement.



     “Investment” of a Person means any (a) loan or advance, (b) extension of credit (other
than accounts receivable arising in the ordinary course of business on terms customary in the
trade), (c) contribution of capital by such Person, (d) stocks, bonds, mutual funds, partnership
interests, notes, debentures, securities or other Capital Stock owned by such Person, (e) any
certificate of deposit owned by such Person, and (f) structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person.



     “Joinder Agreement” is defined in Section 6.14(a).



     “Judgment Amount” is defined in Section 9.14.



     “LC Fee” is defined in Section 2.10(b).



     “LC Issuer” means (a) with respect to Domestic Facility LCs, Chase (or any subsidiary
or Affiliate of Chase designated by Chase) in its capacity as issuer of Domestic Facility LCs
hereunder, (b) with respect to Canadian Facility LCs, the Canadian Correspondent Lender (or any
subsidiary or Affiliate of the Canadian Correspondent Lender that is a Canadian Taxable Lender
designated by the Canadian Correspondent Lender) in its capacity as issuer of Canadian Facility LCs
hereunder, and (c) with respect to UK Facility LCs, the UK Correspondent Lender (or any subsidiary
or Affiliate of the UK Correspondent Lender designated by the UK Correspondent Lender) in its
capacity as issuer of UK Facility LCs hereunder.



     “LC Obligations” means the Canadian LC Obligations, the Domestic LC Obligations, and
the UK LC Obligations.







 









 





     “LC Payment Date” is defined in Section 2.1.2(d).



     “Lenders” means the lending institutions listed on the signature pages of this
Agreement and their respective successors and assigns.



     “Lending Installation” means, with respect to a Lender, any LC Issuer or the Agent,
the office, branch, subsidiary or Affiliate of such Lender, LC Issuer or the Agent listed on the
signature pages hereof or on a Schedule or otherwise selected by such Lender, any LC Issuer or the
Agent pursuant to Section 2.22, which, in the case of (i) the Canadian Lender, shall be
located in Canada or (ii) the UK Lender, shall be located in the UK.



     “Letter of Credit” of a Person means a standby or commercial letter of credit or
similar instrument which is issued upon the application of such Person or upon which such Person is
an account party or for which such Person is in any way liable.



     “Lien” means any lien (statutory or other), mortgage, security interest, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).



     “Licenses” has the meaning given to such term in the Security Agreement.



     “Loans” means, with respect to a Lender, such Lender’s loans made pursuant to
Article II (or any conversion or continuation thereof), including Non-Ratable Loans,
Overadvances, Protective Advances and UK Overdraft Advances.



     “Loan Documents” means this Agreement, the Revolving Notes, the Facility LC
Applications, the Collateral Documents, the Guaranty, the UK Overdraft Agreement, all other
agreements, instruments, documents and certificates identified in Section 4.1 executed and
delivered to, or in favor of, Agent or any Lenders, and all other pledges, powers of attorney,
consents, assignments, contracts, notices, letter of credit agreements and all other written matter
whether heretofore, now or hereafter executed by or on behalf of any Loan Party, and delivered to
the 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.



     “Loan Parties” means the Domestic Loan Parties, the Canadian Loan Parties, the UK Loan
Parties, and any other Person who becomes a party to this Agreement pursuant to a Joinder
Agreement, and “Loan Party” means any one of them.



     “Locked Box” is defined in Section 16.1.



     “Loss” is defined in Section 9.14.







 









 





     “Margin Stock” is defined in Section 5.13.



     “Material Adverse Effect” means a material adverse effect on (a) the business,
Property, condition (financial or otherwise), or results of operations of the Domestic Borrower and
its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform its material
obligations under the Loan Documents to which it is a party, (c) a material portion of the
Collateral, or the Liens (on the Collateral for the benefit of the Applicable Agent and Lenders) or
the priority of such Liens or (d) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Agent, the LC Issuer or the Lenders thereunder.



     “Material Indebtedness” means Indebtedness in an outstanding principal amount of
$5,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars).



     “Material Indebtedness Agreement” means any agreement under which any Material
Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an
amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness
constituting Material Indebtedness is outstanding thereunder).



     “Maximum Borrowing Amount” means, at any time, an amount equal to the lesser of (i)
the Aggregate Commitment minus all Reserves then in effect, or (ii) the Aggregate Borrowing
Base.



     “Modify” and “Modification” are defined in Section 2.1.2(a).



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgages” means any mortgage, deed of trust or other agreement which conveys or
evidences a Lien, for the benefit of the Applicable Agent and Lenders, on real Property of the Loan
Parties, including any amendment, modification or supplement thereto.



     “Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining
agreement or any other arrangement to which a Loan Party or any member of a Controlled Group is a
party to which more than one employer is obligated to make contributions.



     “Net Cash Proceeds” means, if in connection with an asset disposition by any Domestic
Loan Party, cash proceeds net of (i) commissions and other reasonable and customary transaction
costs, fees and expenses properly attributable to such transaction and payable by such Loan Party
in connection therewith (in each case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts
payable to holders of Permitted Liens on such asset), if any, and (iv) an appropriate reserve for
income taxes in accordance with GAAP established in connection therewith or, if in connection with
an equity issuance, cash proceeds net of underwriting discounts and commissions and other
reasonable costs paid to non-Affiliates in connection therewith.







 









 





     “Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the
excess (if any) of all unrealized losses over all unrealized profits of such Person arising from
Rate Management Transactions. As used in this definition, “unrealized losses” means the fair
market value of the cost to such Person of replacing such Rate Management Transaction as of the
date of determination (assuming the Rate Management Transaction were to be terminated as of that
date), and “unrealized profits” means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such Rate Management
Transaction were to be terminated as of that date).



     “Non-Consenting Lender” is defined in Section 8.3(d).



     “Non-Participating Lender” is defined in Section 2.2.



     “Non-Paying Guarantor” is defined in Section 15.11.



     “Non-Ratable Loan” and “Non-Ratable Loans” are defined in Section
2.1.3.



     “Non-U.S. Lender” is defined in Section 3.5(d).



     “Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Agent,
the Canadian Correspondent Lender, the UK Correspondent Lender, the LC Issuer or any indemnified
party arising under the Loan Documents.



     “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any Sale and Leaseback Transaction which is not a
Capitalized Lease, (c) any indebtedness, liability or obligation under any so-called “synthetic
lease” transaction entered into by such Person, or (d) any indebtedness, liability or obligation
arising with respect to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the balance sheets of such Person,
but excluding (d) Operating Leases from this clause.



     “Operating Lease” of a Person means any lease of Property (other than a Capitalized
Lease) by such Person as lessee which has an original term (including any required renewals and any
renewals effective at the option of the lessor) of one year or more.



     “Operating Lease Obligations” means, as at any date of determination, the amount
obtained by aggregating the present values, determined in the case of each particular Operating
Lease by applying a discount rate (which discount rate shall equal the discount rate which would be
applied under GAAP if such Operating Lease were a Capitalized Lease) from the date on which each
fixed lease payment is due under such Operating Lease to such date of determination, of all fixed
lease payments due under all Operating Leases of the Domestic Borrower and its Subsidiaries.







 









 





     “Orderly Liquidation Percentage” means, with respect to Inventory of any Person, (a)
the net recovery dollars of such Inventory divided by (b) the gross value of such
Inventory, determined in a manner acceptable to the Agent by an appraiser acceptable to the Agent,
net of all costs of liquidation thereof. As of the Effective Date, the Orderly Liquidation
Percentage will be determined as set forth in Exhibit J, and such percentage will
thereafter be computed in a manner reasonably consistent with the methodology set forth on
Exhibit J.



     “Other Taxes” is defined in Section 3.5(b).



     “Overadvances” is defined in Section 2.1.4(b).



     “Parent” means Park-Ohio Holdings Corp., an Ohio corporation.



     “Participants” is defined in Section 12.2(a).



     “Participating Lender” is defined in Section 2.2.



     “Participating Member States” means any member state of the European Communities that
adopts or has adopted the Euro as its lawful currency in accordance with legislation of the
European Community relating to the Economic and Monetary Union.



     “Patents” has the meaning given to such term in the Security Agreement.



     “Paying Guarantor” is defined in Section 15.11.



     “Payment Date” means (a) with respect to interest payments due on any Floating Rate
Loan, the first day of each Fiscal Month and the Facility Termination Date, (b) with respect to
interest payments due on any Fixed Rate Loan, (i) the last day of the applicable Interest Period,
and (ii) in the case of any Interest Period in excess of three months, the day which is three
months after the first day of such Interest Period, and (iii) the Facility Termination Date, and
(c) with respect to any payment of LC Fees or Unused Commitment Fees, the first day of each Fiscal
Quarter and the Facility Termination Date.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.



     “Permitted Discretion” means a determination made in good faith and in the exercise of
reasonable (from the perspective of a secured asset-based lender) credit judgment.



     “Permitted Holders” means (a) Edward F. Crawford and Mathew V. Crawford, either of
their spouses, lineal descendants, or the probate estate of any such person, (b) any trust, so long
as one or more of the foregoing is the beneficiary thereof, and (c) any other corporation,
partnership, limited liability company, or other similar entity, all of the shareholders, partners,
members, or owners of which are any of the foregoing.



     “Permitted Liens” is defined in Section 6.21.







 









 





     “Person” means any natural person, corporation, firm, joint venture, partnership,
limited liability company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality thereof.



     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as to which a Loan Party or
any member of a Controlled Group may have any liability.



     “Pledge Agreement” means each of the Pledge Agreements executed and delivered to the
Agent, for the benefit of the Agent and the Lenders, by the Parent or a Loan Party, on or after the
Closing Date, as the same may be amended, restated or otherwise modified from time to time.



     “Pounds Sterling” and “£” means the lawful currency of the United Kingdom.



     “Pricing Schedule” means the Schedule attached hereto identified as such.



     “Prime Rate” means a rate per annum equal to the prime rate of interest announced from
time to time by Chase or its parent (which is not necessarily the lowest rate charged to any
customer), changing when and as said prime rate changes.



     “Projections” is defined in Section 6.1(d).



     “Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



     “Proposed Change” is defined in Section 8.3(d).



     “Pro Rata Share” means, (a) as to any Lender with respect to the Aggregate Commitment
or Aggregate Credit Exposure, a fraction expressed as a percentage the numerator of which is such
Lender’s Domestic Commitment and the denominator of which is the Aggregate Commitment, (b) as to
any Canadian Lender with respect to the Aggregate Canadian Commitment, a fraction expressed as a
percentage the numerator of which is such Lender’s Canadian Commitment and the denominator of which
is the Aggregate Canadian Commitment, and (c) as to any UK Lender with respect to the Aggregate UK
Commitment, a fraction expressed as a percentage the numerator of which is such Lender’s UK
Commitment and the denominator of which is the Aggregate UK Commitment.



     “Protective Advances” is defined in Section 2.1.4.



     “Purchasers” is defined in Section 12.3(a).



     “Rate Management Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or
acquired (including all renewals, extensions and modifications thereof and substitutions therefor),
under (a) any and all Rate Management Transactions, and (b) any and all







 









 




cancellations, buy backs, reversals, terminations or assignments of any Rate Management
Transactions.




     “Rate Management Transaction” means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into by any Loan Party which is a rate swap,
basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index
swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity
prices or other financial measures.



     “Register” is defined in Section 12.3(d).



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements applicable to member
banks of the Federal Reserve System.



     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by banks for the
purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve
System.



     “Reimbursement Obligations” means, at any time, the aggregate of all obligations of
the Domestic Borrower, the Canadian Borrower, or the UK Borrower, as the case may be, then
outstanding under Section 2.1.2 to reimburse the applicable LC Issuer for amounts paid by
such LC Issuer in respect of any one or more drawings under Domestic Facility LCs, Canadian
Facility LCs or UK Facility LCs, respectively.



     “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and
the regulations issued under such section, with respect to a Plan, excluding, however, such events
as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it
be notified within thirty days of the occurrence of such event, provided however, that a failure to
meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.



     “Reports” is defined in Section 9.6(a)(i).



     “Required Lenders” means the Domestic Lenders in the aggregate having at least 66 2/3%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, the Domestic
Lenders in the aggregate holding at least 66 2/3% of the Aggregate Credit Exposure.







 









 





     “Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate
reserve requirement (including all basic, supplemental, marginal and other reserves) which is
imposed under Regulation D on Eurocurrency liabilities.



     “Reserved Commitment Amount” is defined in Section 2.1.1(a).



     “Reserves” means any and all reserves which the Agent deems necessary, without
duplication of any other reserve or adjustment made under the definition of Eligible Accounts or
Eligible Inventory, in its Permitted Discretion, to maintain (including, without limitation, the
Reserved Commitment Amount, reserves for accrued and unpaid interest on the Secured Obligations,
Banking Services Reserves, reserves for rent at locations leased by any Loan Party and for
consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for
Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in
transit, reserves for Rate Management Transactions, and reserves for taxes, fees, assessments, and
other governmental charges) with respect to the Collateral or any Loan Party. The parties agree
that the Reserves related to the UK Borrowing Base shall include, without limitation, (a) a Reserve
for each UK Borrower in an amount equal to the least of (i) the gross book value of the UK accounts
payable of such UK Borrower, (ii) twenty percent (20%) of the gross book value of each such UK
Borrower’s Accounts and Inventory, and (iii) £600,000, and (b) a Reserve equal to the UK Overdraft
Commitment.



     “Revolving Loans” means the Domestic Revolving Loans, the Canadian Revolving Loans
and/or the UK Fixed Rate Loans, as the context may require.



     “Revolving Notes” means the Domestic Revolving Notes, the Canadian Revolving Notes,
and the UK Revolving Notes.



     “Risk-Based Capital Guidelines” is defined in Section 3.2.



     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.



     “Sale and Leaseback Transaction” means any sale or other transfer of Property by any
Person with the intent to lease such Property as lessee.



     “Schedule” refers to a specific schedule to this Agreement, unless another document is
specifically referenced.



     “Section” means a numbered section of this Agreement, unless another document is
specifically referenced.



     “Secured Foreign Obligations” means, collectively, the Canadian Obligations and the UK
Obligations.







 









 





     “Secured Obligations” means, collectively, (i) the Obligations; (ii) all Banking
Services Obligations; and (iii) all Rate Management Obligations owing to one or more Lenders, the
LC Issuer or any of their respective Affiliates, provided that, at or prior to the time that any
Rate Management Transaction relating to such Rate Management Obligation is executed, the Lender
party thereto (if other than Chase) shall have delivered written notice to the Agent that such a
Rate Management Transaction has been entered into and that it constitutes a Secured Obligation
entitled to the benefits of the Collateral Documents.



     “Security Agreement” means that certain Security Agreement, dated as of July 30, 2003
between the Domestic Loan Parties and the Agent, for the benefit of the Agent and the Lenders, the
LC Issuer and any of their respective Affiliates, as applicable, and any other pledge or security
agreement entered into after the Closing Date by any other Domestic Loan Party (as required by this
Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or
otherwise modified from time to time.



     “Senior Subordinated Noteholder” shall mean the holder or purchaser of any Note (as
defined in the Indenture) under the Indenture.



     “Senior Subordinated Notes” shall mean the Notes (as defined in the Indenture) issued
pursuant to the Indenture.



     “Settlement” is defined in Section 2.19.



     “Settlement Date” is defined in Section 2.9(a).



     “Single Employer Plan” means a Plan maintained by a Loan Party or any member of a
Controlled Group for employees of such Loan Party or any member of a Controlled Group.



     “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Guaranteed Obligations to the written
satisfaction of the Agent.



     “Subsidiary” of a Person means any corporation, partnership, limited liability
company, association, joint venture or similar business organization more than 50% of the
outstanding Capital Stock having ordinary voting power of which shall at the time be owned or
controlled by such Person. Unless otherwise expressly provided, all references herein to a
“Subsidiary” shall mean a Subsidiary of the Domestic Borrower.



     “Substantial Portion” means, with respect to the Property of the Domestic Borrower and
its Subsidiaries, Property which represents more than 10% of the consolidated assets of the
Domestic Borrower and its Subsidiaries or property which is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Domestic Borrower and its
Subsidiaries, in each case, as would be shown in the consolidated financial statements of the
Domestic Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with
the month in which such determination is made (or if financial statements have not been







 









 




delivered hereunder for that month which begins the twelve-month period, then the financial
statements delivered hereunder for the quarter ending immediately prior to that month).




     “Supporting Letter of Credit” is defined in Section 2.1.2(l).



     “Taxes” means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but
excluding Excluded Taxes and Other Taxes.



     “Tax Credit” means a credit against, relief or remission for, or repayment of any
Tax.



     “Tax Deduction” means a deduction or withholding for or on account of Tax from a
payment in respect of an Advance.



     “Tax Payment” means either the increase in a payment made by a Borrower to a Lender
under Section 3.5(a) or (c).



     “Trademarks” shall have the meaning given to such term in the Security Agreement.



     “Tranche B Facility” means $25,000,000.



     “Transferee” is defined in Section 12.4.



     “Type” means, with respect to any Advance, its nature as a Floating Rate Advance or
Fixed Rate Advance, and with respect to any Loan, its nature as a Floating Rate Loan or a Fixed
Rate Loan.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
Ohio or any other state the laws of which are required to be applied in connection with the issue
of perfection of security interests, and, with respect to Canada, the Personal Property Security
Act in effect from time to time in the Province of Ontario or its equivalent in any other province
in which security is being taken and a security interest is being registered.



     “UK” means the United Kingdom.



     “UK Advance” means a borrowing hereunder (a) made by some or all of the UK Lenders on
the same Borrowing Date or (b) continued by the UK Lenders on the same date of continuation,
consisting of the aggregate amount of the UK Fixed Rate Loans of the same Type for the same
Interest Period. The term “UK Advance” shall include Protective Advances made by the UK
Correspondent Lender and UK Overdraft Advances.



     “UK Affiliate” means a financial institution organized under the laws of England or
Wales that is affiliated with a Lender.



     “UK Availability” means, at any time, an amount equal to (a) the UK Maximum Borrowing
Amount, minus (b) the Aggregate UK Exposure.







 









 





     “UK Borrower” means, collectively or individually, as the context may require, Ajax
Tocco International Limited and Integrated Logistics Solutions Limited.



     “UK Borrowing Base” means, at any time, with respect to the UK Loan Parties, the sum
of (a) up to 85% of such Loan Parties’ Eligible Accounts at such time, plus (b) the least
of (i) up to 65% of such Loan Parties’ Eligible Inventory, valued at the lower of cost or market
value, determined on a first-in-first-out basis, at such time, (ii) (A) 85% multiplied by
(B) the Orderly Liquidation Percentage multiplied by (C) the value of such Loan Parties’
Inventory, or (iii) $5,000,000, minus (c) Reserves related to the UK Loan Parties. The UK
Borrowing Base shall be calculated and reported in Dollars. The Agent may, in its Permitted
Discretion, reduce the advance rates set forth above or reduce one or more of the other elements
used in computing the UK Borrowing Base.



     “UK Commitment” means, for each UK Lender, the obligation of such Lender to make UK
Fixed Rate Loans, to make UK Overdraft Advances, and to participate in UK LC Obligations in an
aggregate amount not exceeding the amount set forth in the Commitment Schedule or as set forth in
any Assignment Agreement that has become effective pursuant to Section 12.3(a), as such amount may
be modified from time to time pursuant to the terms hereof.



     “UK Correspondent Lender” means J.P. Morgan Europe Limited, any subsidiary or
Affiliate of the UK Correspondent Lender designated by the UK Correspondent Lender, or such other
financial institution organized under the laws of United Kingdom as may be designated by the Agent
from time to time.



     “UK Derived Fixed Rate” means a rate per annum equal to the UK Domestic Rate
plus the Applicable Margin related to Eurodollar Loans plus the Associated Cost
Rate.



     “UK Domestic Rate” means, with respect to a UK Fixed Rate Loan for the relevant
Interest Period, the applicable British Bankers’ Association LIBOR rate for deposits in Pounds
Sterling as reported by any generally recognized financial information service as of 11:00 a.m.
(London time) on the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, if no such British Bankers’ Association LIBOR rate is available to
the Agent, the applicable the UK Domestic Rate for the relevant Interest Period shall instead be
the rate determined by UK Correspondent Lender to be the rate at which Chase or one of its
Affiliate banks offers to place deposits in Pounds Sterling with first-class banks in the interbank
market at approximately 12:00 noon (London time) on the first day of such Interest Period, in the
approximate amount of the relevant UK Fixed Rate Loan and having a maturity equal to such Interest
Period.



     “UK Exposure” means, with respect to any UK Lender, at any time, the sum of the
Dolllar Equivalent of the aggregate principal amount of its UK Fixed Rate Loans outstanding at such
time, plus an amount equal to its Pro Rata Share of the Dollar Equivalent of the UK
Overdraft Commitment, plus an amount equal to its Pro Rata Share of the Dollar Equivalent
of the UK LC Obligations outstanding at such time, plus an amount equal to its Pro Rata
Share of







 









 




the Dollar Equivalent of the aggregate principal amount of Protective Advances outstanding
made by the UK Correspondent Lender and outstanding at such time.




     “UK Facility LCs” means Facility LCs and UK Letter Guarantees issued upon the
application of any UK Loan Party.



     “UK Fixed Rate Advance” means an Advance which, except as provided in Section
2.12, bears interest at the UK Derived Fixed Rate.



     “UK Fixed Rate Loan” means a Loan which, except as provided in Section 2.12,
bears interest at the UK Derived Fixed Rate.



     “UK LC Obligations” means, at any time, with respect to UK Facility LCs, the sum,
without duplication, of (a) the aggregate undrawn stated amount under all UK Facility LCs
outstanding at such time plus (b) the aggregate unpaid amount at such time of all
Reimbursement Obligations related to UK Facility LCs.



     “UK Lenders” means, collectively (a) UK Correspondent Lender and Bank of America, N.A.
(each, a “UK Designated Bank”), and (b) the UK Affiliate of a UK Designated Bank; provided
that (i) any UK Fixed Rate Loan made by such UK Lender shall be actually made, issued or
participated in, as the case may be, by its UK Affiliate, and (ii) the UK Commitment for such UK
Lender shall each be deemed to apply to it and its UK Affiliate collectively.



     “UK Letter Guarantees” means letter guarantees issued on the application of a UK Loan
Party pursuant to Section 2.1.2 hereof.



     “UK Letters of Credit” means Letters of Credit issued on the application of a UK Loan
Party.



     “UK Loan Parties” means the UK Borrower and the UK Subsidiaries, and “UK Loan Party”
means any one of them.



     “UK Maximum Borrowing Amount” means, at any time, an amount equal to the lesser of (i)
the Aggregate UK Commitment minus all Reserves then in effect related to the UK Loan
Parties, or (ii) the UK Borrowing Base.



     “UK Non-Bank Lender” means:




	 	(i)	 	in the case of a Lender that is a party to this Agreement on the Effective
Date, a Lender named as such on the signature pages of this Agreement; and
	 
	 	(ii)	 	in the case of a Lender that becomes a party to this Agreement after the
Effective Date, a Lender that gives a UK Tax Confirmation in the Assignment Agreement
that it executed on becoming a party.









 









 











     “UK Obligations” means all unpaid principal and accrued and unpaid interest on the UK
Fixed Rate Loans, the UK Overdraft Advances, all UK LC Obligations, all Protective Advances made by
the UK Correspondent Lender, all Rate Management Obligations of the UK Loan Parties, all accrued
and unpaid fees and all expenses, reimbursements, indemnities, and other obligations of the UK Loan
Parties to the UK Lenders or to any UK Lender, the UK Correspondent Lender, the applicable LC
Issuer or any indemnified party (with respect to the UK Fixed Rate Loans) arising under the Loan
Documents.



     “UK Overdraft Advance” means a borrowing under the UK Overdraft Agreement.



     “UK Overdraft Agreement” means the agreement dated as of the Effective Date setting
forth the terms of the UK Overdraft Facility, as the same may be amended or modified and in effect
from time to time.



     “UK Overdraft Commitment” means the obligation of the UK Lenders to permit the UK
Borrower to maintain a debit balance on its account with the UK Correspondent Lender pursuant to
the terms of the UK Overdraft Agreement, which UK Overdraft Commitment shall not exceed £200,000,
permitting each UK Borrower to maintain a debit balance of up to £100,000, but if and only to the
extent the UK Overdraft Facility is actually available to the UK Borrowers.



     “UK Overdraft Facility” means the overdraft facility made available by the UK Lenders
to the UK Borrower pursuant to the terms of the UK Overdraft Agreement.



     “UK Qualifying Lender” means a Person that is beneficially entitled to interest
payable to that Lender in respect of an Advance and is:




	 	(i)	 	a Lender:






	 	(A)	 	that is a bank (as defined for the purpose of section 349 of
the UK Taxes Act) making an Advance; or
	 
	 	(B)	 	in respect of an Advance made by a Person that was a bank (as
defined for the purpose of section 349 of the UK Taxes Act) at the time that
that Advance was made,




and that is within the charge to United Kingdom corporation tax as respects any payments of
interest made in respect of that Advance; or





	 	(ii)	 	a Lender that is:






	 	(A)	 	a company resident in the United Kingdom for United Kingdom tax
purposes;
	 
	 	(B)	 	a partnership each member of which is a company resident in the
United Kingdom for United Kingdom tax purposes; or









 









 






	 	(C)	 	a company not so resident in the United Kingdom that carries on
a trade in the United Kingdom through a branch or agency and that brings into
account interest payable in respect of that Advance in computing its chargeable
profits (within the meaning given by section 11(2) of the UK Taxes Act); or






	 	(iii)	 	a UK Treaty Lender.





     “UK Revolving Note” means any UK Revolving Note executed and delivered pursuant to
Section 2.1.1 hereof.



     “UK Subsidiary” means any Subsidiary of the Domestic Borrower (other than the UK
Borrowers) or the UK Borrowers, that is organized under the laws of England or Wales and that is
either party to this Agreement on the date hereof or is added as a party to this Agreement pursuant
to a Joinder Agreement.



     “UK Tax Confirmation” means a confirmation by a Lender that the Person beneficially
entitled to interest payable to that Lender in respect of an Advance is either:




	 	(i)	 	a company resident in the United Kingdom, or a partnership each member of which
is a company resident in the United Kingdom, for United Kingdom tax purposes; or
	 
	 	(ii)	 	a company not so resident in the United Kingdom that carries on a trade in the
United Kingdom through a branch or agency and that interest payable in respect of that
Advance falls to be brought into account in computing the chargeable profits of that
company for the purposes of section 11(2) of the UK Taxes Act.





     “UK Taxes Act” means the Income and Corporation Taxes Act 1988, as amended.



     “UK Treaty Lender” means a Lender that:




	 	(i)	 	is treated as a resident of a UK Treaty State for the purposes of the relevant
UK Treaty; and
	 
	 	(ii)	 	does not carry on a business in the United Kingdom through a permanent
establishment with which that Lender’s participation in the Loans is effectively
connected.





     “UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK
Treaty”) with the United Kingdom that makes provision for full or partial exemption from tax
imposed by the United Kingdom on interest.



     “Unfunded Liabilities” means the amount (if any) by which the present value of all
vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value
of all such Plan assets allocable to such benefits, all determined as of the then most recent







 









 





valuation date for such Plans using PBGC actuarial assumptions for single employer plan
terminations.




     “Unliquidated Secured Obligations” means, at any time, any Secured Obligations (or
portion thereof) that is contingent in nature or unliquidated at such time, including any Secured
Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in
nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.



     “Unmatured Default” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.



     “Unused Commitment Fee” is defined in Section 2.10(a). 




     “U.S.” means the United States of America.



     “Wholly-Owned Subsidiary” of a Person means, any Subsidiary all of the outstanding
Capital Stock of which shall at the time be owned or controlled, directly or indirectly, by such
Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms.



ARTICLE II




THE FACILITY




     2.1. The Facility. Each Lender severally agrees, on the terms and conditions set
forth in this Agreement, to (a) make Loans to the Borrowers as set forth below and (b) participate
in Facility LCs, provided that, after giving effect to the making of each such Advance and the
issuance of each such Facility LC, such Lender’s Credit Exposure shall not exceed its aggregate
Commitment; provided further, that the Aggregate Credit Exposure shall not exceed the Aggregate
Commitment. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth
in Section 2.1.2. The Facility shall be composed of Domestic Revolving Loans, Canadian
Revolving Loans, UK Fixed Rate Loans, Non-Ratable Loans, Protective Advances, Overadvances,
Facility LCs, and UK Overdraft Advances as set forth below:



          2.1.1. Revolving Loans.




          (a) Domestic Amount. From and including the Effective Date and prior to the Facility
Termination Date, subject to the terms and provisions of Section 2.24, each Domestic Lender
severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans
(the “Domestic Revolving Loans”) to, and participate in Domestic Facility LCs issued as set
forth in Section 2.1.2 below on behalf of, the Domestic Borrower, in aggregate
amounts not to exceed such Lender’s Pro Rata Share of the Aggregate Commitment. If any










 









 







Advance to
the Domestic Borrower, when aggregated with all Advances to the Domestic Borrower, would exceed the
Availability or the Domestic Availability, the Domestic Lenders will refuse to make or may
otherwise restrict the making of Domestic Revolving Loans or the issuance of Domestic Facility LCs
as the Domestic Lenders determine until such excess has been eliminated, subject to the Agent’s
authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the
terms of Section 2.1.4. The Domestic Revolving Loans may consist of Domestic Floating Rate
Advances or Eurodollar Advances, or a combination thereof, selected by the Domestic Borrower in
accordance with Sections 2.1.1(d) and 2.7. Subject to the terms of this Agreement, the
Domestic Borrower may borrow, repay and reborrow Domestic Revolving Loans any time prior to the
Facility Termination Date. The Domestic Commitments to extend credit hereunder shall expire on the
Facility Termination Date. In connection with the Domestic Revolving Loans, the Domestic Borrower
will be deemed to have borrowed (i) the Tranche B Facility and then (ii) the Fixed Asset Advance
before any other borrowings.




          Proceeds of Domestic Revolving Loans will be available for any use permitted under the
applicable provisions of Section 6.2, provided that, in the event that, as contemplated by
Section 2.15(b), the Domestic Borrower prepays Revolving Loans from the proceeds of an
asset disposition hereunder, then an amount of the Aggregate Commitment, as specified by the
Domestic Borrower pursuant to the next sentence, equal to the amount of such prepayment (the
“Reserved Commitment Amount”) shall be reserved and will not be available for borrowings
except and to the extent that the proceeds of such borrowings are to be applied to make
reinvestments permitted under Section 2.15(b). The Domestic Borrower agrees to advise the
Agent at the time it requests any Advance whether it is utilizing any Reserved Commitment Amount,
identifying the amount of such Advance that is to constitute such utilization, the reinvestments in
respect of which the proceeds of such Advance are to be applied and the reduced Reserved Commitment
Amount to be in effect after giving effect to such Advance




          (b) Canadian Amount. From and including the Effective Date and prior to the Facility
Termination Date, subject to the terms and provisions of Section 2.24, each Canadian Lender
severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans
(the “Canadian Revolving Loans”) to, and participate in Canadian Facility LCs issued as set
forth in Section 2.1.2 below on behalf of, the Canadian Borrower, in aggregate amounts not
to exceed such Lender’s Pro Rata Share of the Aggregate Canadian Commitment. If any Canadian
Advance, when aggregated with all Canadian Advances to the Canadian Borrower would exceed the
Availability or the Canadian Availability, the Canadian Lenders will refuse to make or may
otherwise restrict the making of Canadian Revolving Loans as the Canadian Lenders determine until
such excess has been eliminated, subject to the Agent’s authority, in its sole discretion, to
direct the Canadian Correspondent Lender to make Protective Advances pursuant to the terms of
Section 2.1.4. The Canadian Revolving Loans may consist of Canadian Floating Rate Advances
or Canadian Fixed Rate Advances, or a combination thereof, selected by the Domestic Borrower in
accordance with Sections 2.1.1(d) and 2.7. Subject to the terms of this Agreement, the
Canadian Borrower may borrow, repay and reborrow Canadian Revolving Loans any time prior to the
Facility Termination Date. The Canadian Commitments to extend credit hereunder shall expire on the
Facility Termination Date. All Canadian Revolving Loans will be funded in Canadian Dollars. The
Canadian Advances made and Canadian Facility









 









 







LCs issued pursuant to this Section 2.1.1(b) are subject to the risk participation
provisions set forth in Section 2.2.




          (c) UK Amount. From and including the Effective Date and prior to the Facility
Termination Date, subject to the terms and provisions of Section 2.24, the UK Lenders
agree, on the terms and conditions set forth in this Agreement, to make fixed rate loans (the
“UK Fixed Rate Loans”) to, and participate in UK Facility LCs issued as set forth in
Section 2.1.2 below on behalf of, the UK Borrower, in aggregate amounts not to exceed such
Lender’s Pro Rata Share of the Aggregate UK Commitment. If any requested UK Fixed Rate Advance to
the UK Borrower would, when aggregated with all outstanding UK Fixed Rate Advances, exceed the
Availability or the UK Availability, the UK Lenders will refuse to make or may otherwise restrict
the making of UK Fixed Rate Loans as the UK Lenders determine until such excess has been
eliminated, subject to the Agent’s authority, in its sole discretion, to make Protective Advances
pursuant to the terms of Section 2.1.4. The UK Fixed Rate Advances may be selected by the
Domestic Borrower in accordance with Sections 2.1.1(d) and 2.7. Subject to the terms of
this Agreement, the UK Borrower may borrow, repay and reborrow UK Fixed Rate Loans any time prior
to the Facility Termination Date. The UK Fixed Rate Commitments to extend credit hereunder shall
expire on the Facility Termination Date. All UK Fixed Rate Loans will be funded in Pounds
Sterling. The UK Advances made and UK Facility LCs issued pursuant to this Section
2.1.1(c) are subject to the risk participation provisions set forth in Section 2.2.




          (d) Borrowing Procedures. The Domestic Borrower shall select the Type of Advance and,
in the case of each Fixed Rate Advance, the Interest Period applicable thereto, from time to time.
The Domestic Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) (or in
the case of each UK Fixed Rate Advance, to the UK Correspondent Lender with a copy to the Agent)
not later than 10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate Advance, and
not later than 10:00 a.m. (Chicago time) (London time with respect to each UK Fixed Rate Advance) 3
Business Days before the Borrowing Date for each Fixed Rate Advance, specifying (in the form of
Exhibit A): (1) the Borrower, (2) the Borrowing Date, which shall be a Business Day, of
such Advance, (3) the aggregate amount of such Advance, (4) the Type of Advance selected; provided
that, if the Domestic Borrower fails to specify the Type of Advance requested, such request (except
in the case of a UK Fixed Rate Advance) shall be deemed a request for a Floating Rate Advance, and
(5) the duration of the Interest Period if the Type of Advance requested is a Fixed Rate Advance,
provided that, if the Domestic Borrower fails to select the duration of the Interest Period for the
requested Fixed Rate Advance, the Domestic Borrower shall be deemed to have requested that such
Fixed Rate Advance be made with an Interest Period of one month. Notwithstanding anything in this
Agreement to the contrary, the UK Lenders shall not make Loans to the UK Borrower based on the
Floating Rate other than with respect to UK Overdraft Advances. Notwithstanding the foregoing or
anything else in this Agreement to the contrary, (i) the Canadian Borrowers shall not request
Canadian Revolving Loans until such time as no Domestic Availability exists, (ii) the UK Borrowers
shall not request UK Fixed Rate Loans until such time as no Domestic Availability or Canadian
Availability exists, (iii) the UK Borrowers may request UK Facility LCs and UK Overdraft Advances
at any time and the Canadian Borrower may request Canadian LCs at any time, and (iv) to the extent
that the Canadian Lenders and UK Lenders are unable to make or issue Canadian Revolving Loans,
Canadian Facility LCs, UK Fixed Rate Loans, or UK









 









 







Facility LCs because the making of such Loan or issuance of such Facility LC would cause such
Lender’s Aggregate Credit Exposure to exceed its Commitment, as the case may be, the Agent shall
have the right, but not the obligation, to reallocate the Domestic Revolving Loans among the
Domestic Lenders and the Canadian Loans among the Canadian Lenders, as necessary, so long as (A) no
Lender’s Domestic Exposure shall exceed its Domestic Commitment, (B) the Aggregate Domestic
Exposure shall not exceed the Domestic Maximum Revolving Amount, (C) no Lender’s Canadian Exposure
shall exceed its Canadian Commitment, (D) the Aggregate Canadian Exposure shall not exceed the
Canadian Maximum Revolving Amount, and (E) the Aggregate Credit Exposure shall not exceed the
Aggregate Commitment.




          (e) The Agent’s Election. Promptly after receipt of a Borrowing Notice (or telephonic
notice in lieu thereof) of a requested Domestic Floating Rate Advance, the Agent shall elect in its
discretion to have the terms of Section 2.1.1(f) (pro rata advance by all Lenders) or
Section 2.1.3 (advance by the Agent, in the form of a Non-Ratable Loan, on behalf of the
Lenders) apply to such requested Advance.




          (f) Pro Rata Advance. If a requested Advance is for a Domestic Floating Rate Advance,
unless the Agent elects to have the terms of Section 2.1.3 apply to a requested Domestic
Floating Rate Advance, or if a requested Advance is for a Fixed Rate Advance, then promptly after
receipt of a Borrowing Notice or telephonic notice in lieu thereof as permitted by Section
2.8, the Agent shall notify the Lenders by telecopy, telephone, or e-mail of the requested
Advance. Not later than 12:00 noon (local time) on each Borrowing Date (or, in the case of
Canadian Revolving Loans and UK Fixed Rate Loans, on the date specified in Section 2.2),
each Lender shall make available its Domestic Revolving Loan, Canadian Revolving Loan, or UK Fixed
Rate Loan, as the case may be, in funds immediately available in Chicago to the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as applicable, and the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as applicable, will make the funds so
received from the Lenders available to the applicable Borrower at the Funding Account as set forth
in Section 2.5.




     2.1.2. Facility LCs.



          (a) Issuance. The LC Issuer hereby agrees, on the terms and conditions set forth in
this Agreement, to issue Facility LCs on behalf of any Loan Party and to renew, extend, increase,
decrease or otherwise modify each Facility LC (“Modify,” and each such action a
“Modification”), from time to time from and including the Effective Date and prior to the
Facility Termination Date upon the request of the Domestic Borrower.





     (i) The maximum face amount of (A) each Facility LC to be issued shall not
exceed $40,000,000 (or the applicable foreign currency equivalent thereof)
minus the sum of (1) the aggregate undrawn amount of all outstanding
Facility LCs at such time and, without duplication, (2) the aggregate unpaid
Reimbursement Obligations with respect to all Facility LCs outstanding at such time;
(B) each Canadian Facility LC to be issued shall not exceed the Canadian Dollar
equivalent of $1,000,000 minus the sum of (1) the aggregate undrawn amount
of all outstanding Canadian Facility LCs at such time and, without








 









 







duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all
Canadian Facility LCs outstanding at such time; (C) each UK Letter of Credit to be
issued shall not exceed the Pounds Sterling equivalent of $1,000,000 minus
the sum of (1) the aggregate undrawn amount of all outstanding UK Letters of Credit
at such time and, without duplication, (2) the aggregate unpaid Reimbursement
Obligations with respect to all UK Letter of Credit outstanding at such time; and
(D) each UK Letter Guarantee to be issued shall not exceed £600,000 minus
the sum of (1) the aggregate undrawn amount of all outstanding UK Letter Guarantees
at such time and, without duplication, (2) the aggregate unpaid Reimbursement
Obligations with respect to all UK Letter Guarantees outstanding at such time.




     (ii) The LC Issuer shall not be obligated to issue (A) any Domestic Facility LC
if at the time of the proposed issuance there is no Domestic Availability, (B) any
Canadian Facility LC if at the time of the proposed issuance there is no Canadian
Availability, or (C) any UK Facility LC if at the time of the proposed issuance
there is no UK Availability.




     (iii) All Canadian Facility LCs shall be issued in Canadian Dollars, all UK
Facility LCs shall be issued in Pounds Sterling, and all Domestic Facility LCs shall
be issued in Dollars, Canadian Dollars or Pounds Sterling.




     (iv) No Facility LC (or any renewal thereof) shall have an expiry date later
than the earlier of (x) the fifth Business Day prior to the Facility Termination
Date and (y) one year after its issuance; provided that each Facility LC with a
one-year tenor may provide for the renewal thereof for additional one-year periods.



          (b) Participations. With respect to the Closing Date LCs and upon the issuance or
Modification by the LC Issuer of a Domestic Facility LC in accordance with this Section
2.1.2, the LC Issuer shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably sold to each Domestic Lender, and each Domestic Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the LC Issuer, a participation in such Domestic Facility LC (and each Modification
thereof) and the related Domestic LC Obligations in proportion to its Pro Rata Share.




          (c) Notice. Subject to Section 2.1.2(a), the Domestic Borrower, on behalf of
itself or the applicable Loan Party, shall give the applicable LC Issuer (with a copy to the Agent
if it is not the LC Issuer) notice prior to 10:00 a.m. (local time) at least three Business Days
prior to the proposed date of issuance or Modification of each Facility LC, specifying the
beneficiary, the proposed date of issuance (or Modification), the currency in which the Facility LC
is to be issued, the expiry date of such Facility LC, whether the Facility LC is a Domestic
Facility LC, a Canadian Facility LC or a UK Facility LC and describing the proposed terms of such
Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of
such notice, the applicable LC Issuer shall promptly notify the Agent, and the Agent shall promptly
notify









 









 







each Lender, of the contents thereof and of the amount of such Lender’s participation in such
proposed Facility LC, if any. The issuance or Modification by the LC Issuer of any Facility LC
shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of
which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that
such Facility LC shall be satisfactory to the applicable LC Issuer and that the applicable
Borrower, on behalf of itself or the applicable Loan Party for whose benefit the Facility LC is to
be issued, shall have executed and delivered such application agreement and/or such other
instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably
requested (each, a “Facility LC Application”). In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement
shall control.




          (d) Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of
any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the
Agent and the Agent shall promptly notify the Domestic Borrower and any other applicable Loan Party
and each other Lender as to the amount to be paid by the LC Issuer as a result of such demand and
the proposed payment date (the “LC Payment Date”). The responsibility of the LC Issuer to
the applicable Loan Parties, and each Lender shall be only to determine that the documents
(including each demand for payment) delivered under each Facility LC in connection with such
presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer
shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as
it does with respect to letters of credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each
Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any
Default or any condition precedent whatsoever, to reimburse the LC Issuer on demand for (i) such
Lender’s Pro Rata Share of the amount of each payment made by the LC Issuer under each Facility LC,
if any, to the extent such amount is not reimbursed by the applicable Borrower pursuant to
Section 2.1.2(e) below, plus (ii) interest on the foregoing amount to be reimbursed
by such Lenders, for each day from the date of the LC Issuer’s demand for such reimbursement (or,
if such demand is made after 11:00 a.m. (local time) on such date, from the next succeeding
Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of
interest per annum equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances (except in
the UK, which shall equal the rate applicable to Fixed Rate Advances) for the currency in which the
Facility LC was issued.




          (e) Reimbursement by the Borrower. The applicable Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date
for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without
presentment, demand, protest or other formalities of any kind; provided that, no Loan Party or
Lender shall hereby be precluded from asserting any claim for direct (but not consequential)
damages suffered by such Loan Party or such Lender to the extent, but only to the extent, caused by
(i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request
presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii)
the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a
request strictly complying with the terms and conditions of such Facility LC. All such amounts
paid by the LC Issuer and remaining unpaid by the applicable









 









 







Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal
to (x) the rate applicable to Floating Rate Advances (except in the UK, which shall equal the rate
applicable to UK Fixed Rate Advances) for the currency in which the Facility LC was issued for such
day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2%
plus the rate applicable to Floating Rate Advances (except in the UK, which shall equal the
rate applicable to Fixed Rate Advances) for such day if such day falls after such LC Payment Date.
The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts
received by it from such Borrower for application in payment, in whole or in part, of the
Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the
extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to
Section 2.1.2(d). Subject to the terms and conditions of this Agreement (including without
limitation the submission of a Borrowing Notice in compliance with Section 2.1.1(b) and the
satisfaction of the applicable conditions precedent set forth in Article IV), a Borrower
may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.




          (f) Obligations Absolute. The applicable Borrower’s obligations under this
Section 2.1.2 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which such Borrower may have or have
had against the LC Issuer, any Lender or any beneficiary of a Facility LC. Such Borrower further
agrees with the LC Issuer and the Lenders that the LC Issuer and such Lenders shall not be
responsible for, and such Borrower’s Reimbursement Obligation in respect of any Facility LC shall
not be affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among such Borrower, any of its
Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom
any Facility LC may be transferred or any claims or defenses whatsoever of such Borrower or of any
of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer
shall not be liable for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any Facility LC. The
applicable Borrower agrees that any action taken or omitted by the LC Issuer or any Lender under or
in connection with each Facility LC and the related drafts and documents, if done without gross
negligence or willful misconduct, shall be binding upon such Borrower and shall not put the LC
Issuer or any Lender under any liability to such Borrower. Nothing in this Section
2.1.2(f) is intended to limit the right of such Borrower to make a claim against the LC Issuer
for damages as contemplated by the proviso to the first sentence of Section 2.1.2(e).




          (g) Actions of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully
protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall
be fully justified in failing or refusing to take any action under this Agreement unless it shall
first have received such advice or concurrence of the Required Lenders as it reasonably deems
appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of taking or continuing to









 









 







take any such action. Notwithstanding any other provision of this Section 2.1.2, the LC
Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement in accordance with a request of the Required Lenders, and such request and any action
taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders
of a participation in any Facility LC.




          (h) Indemnification. The applicable Loan Parties hereby agree to indemnify and hold
harmless each Lender, the applicable LC Issuer and the Agent, as the case may be, and their
respective directors, officers, agents and employees from and against any and all claims and
damages, losses, liabilities, costs or expenses which such Lender, the applicable LC Issuer or the
Agent, may incur (or which may be claimed against such Lender, the applicable LC Issuer or the
Agent, by any Person whatsoever) by reason of or in connection with the issuance, execution and
delivery or transfer of or payment or failure to pay under any Facility LC or any actual or
proposed use of any Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs or expenses which the LC Issuer may incur by reason of or in connection with (i)
the failure of any other Lender to fulfill or comply with its obligations to the LC Issuer
hereunder (but nothing herein contained shall affect any rights such Borrower may have against any
defaulting Lender) or (ii) by reason of or on account of the LC Issuer issuing any Facility LC
which specifies that the term “Beneficiary” included therein includes any successor by operation of
law of the named Beneficiary, but which Facility LC does not require that any drawing by any such
successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC Issuer,
evidencing the appointment of such successor Beneficiary; provided that, such Borrower shall not be
required to indemnify any Lender, the LC Issuer or the Agent for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful
misconduct or gross negligence of the LC Issuer in determining whether a request presented under
any Facility LC complied with the terms of such Facility LC or (y) the LC Issuer’s failure to pay
under any Facility LC after the presentation to it of a request strictly complying with the terms
and conditions of such Facility LC. Nothing in this Section 2.1.2(h) is intended to limit
the obligations of such Borrower under any other provision of this Agreement.




          (i) Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro
Rata Share, indemnify the LC Issuer, its Affiliates and their respective directors, officers,
agents and employees (to the extent not reimbursed by the applicable Borrower) against any cost,
expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such indemnitees’ gross negligence or willful misconduct or
the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request
strictly complying with the terms and conditions of the Facility LC) that such indemnitees may
suffer or incur in connection with this Section 2.1.2 or any action taken or omitted by
such indemnitees hereunder. Following a Default each Lender shall, ratably in accordance with its
Pro Rata Share of the Aggregate Commitment, indemnify (a) the UK Correspondent Lender, its
Affiliates and their respective directors, officers, agents and employees (to the extent not
reimbursed by the applicable Borrower) against any cost, expense (including reasonable counsel fees
and disbursements), claim, demand, action, loss or liability (except such as result from such
indemnitees’ gross negligence or willful misconduct or the UK Correspondent Lender’s failure to pay
under any UK Facility LC after the presentation to it of a request strictly complying with the
terms and conditions of the UK Facility LC) that such indemnitees may suffer or incur in









 









 







connection with Section 2.1.1 or 2.1.2 or under the UK Overdraft Agreement or any action
taken or omitted by such indemnitees thereunder.




          (j) Facility LC Collateral Account. Each Borrower agrees with respect to its Facility
LCs that it will, after the occurrence and during the continuance of a Default, upon the request of
the Agent or the Required Lenders and until the final expiration date of any Facility LC and
thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any
Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the
Agent (each, a “Facility LC Collateral Account”) at, in the case of the Domestic Borrower,
the Agent’s office at the address specified pursuant to Article XIII (or such other office
in the U.S. as the Agent may request), in the case of the Canadian Borrower, at the Canadian
Correspondent Lender’s office at the address specified pursuant to Article XIII (or such
other office in Canada as the Canadian Correspondent Lender may request) and, in the case of the UK
Borrowers, at the UK Correspondent Lender’s office at the address specified pursuant to Article
XIII (or such other office in the UK as the UK Correspondent Lender may request), in the name
of such Borrower but under the sole dominion and control of the Agent, the Canadian Correspondent
Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the Lenders, and in
which such Borrower shall have no interest other than as set forth in Section 8.1. The
applicable Borrower hereby pledges, assigns and grants to the Agent, the Canadian Correspondent
Lender, or the UK Correspondent Lender, as the case may be, on behalf of and for the ratable
benefit of the Lenders and the LC Issuer, a security interest in all of such Borrower’s right,
title and interest in and to all funds which may from time to time be on deposit in the applicable
Facility LC Collateral Account to secure the prompt and complete payment and performance of the
Secured Obligations or the applicable Secured Foreign Obligations, as the case may be. The Agent,
the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, (i) will
invest any funds on deposit from time to time in any Facility LC Collateral Account in certificates
of deposit (or the Canadian or UK equivalent) having a maturity not exceeding thirty days or (ii)
pay to the applicable Borrower a competitive credit interest. Nothing in this Section
2.1.2(j) shall either obligate the Agent, the Canadian Correspondent Lender, or the UK
Correspondent Lender, as the case may be, to require such Borrower to deposit any funds in the
Facility LC Collateral Account or limit the right of the Agent, the Canadian Correspondent Lender,
or the UK Correspondent Lender, as the case may be, to release any funds held in the Facility LC
Collateral Account in each case other than as required by Section 8.1.




          (k) Rights as a Lender. In its capacity as a Lender, the LC Issuer shall have the
same rights and obligations as any other Lender.




          (l) Termination of the Facility. If, notwithstanding the provisions of this
Section 2.1.2, any Facility LC is outstanding upon the termination of this Agreement, then
upon such termination the applicable Borrower shall deposit with the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the
Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either
(i) a standby letter of credit (a “Supporting Letter of Credit”), in form and substance
satisfactory to the Agent, issued by an issuer satisfactory to the Agent, in an amount in
immediately available funds equal to 105% of the difference of (x) the amount of LC Obligations









 









 







of such Borrower at such time, less (y) the amount on deposit in such Borrower’s Facility LC
Collateral Account at such time which is free and clear of all rights and claims of third parties
and has not been applied against the Obligations (such difference, the “Collateral Shortfall
Amount”), under which Supporting Letter of Credit the Agent, the Canadian Correspondent Lender,
or the UK Correspondent Lender, as the case may be, is entitled to draw amounts necessary to
reimburse the applicable LC Issuer for payments to be made under any such Facility LC and any fees
and expenses associated with such Facility LC, or (ii) cash in an amount equal to 105% of the
Collateral Shortfall Amount (which funds shall be held in the Facility LC Collateral Account).
Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the benefit of the
Applicable Agent and Lenders, as security for, and to provide for the payment of, the aggregate
undrawn amount of such Facility LC remaining outstanding and all Reimbursement Obligations.




     2.1.3. Non-Ratable Loans. Subject to the restrictions set forth in Section
2.1.1(a), the Agent may elect to have the terms of this Section 2.1.3 apply to any
requested Domestic Floating Rate Advance and Chase shall thereafter make an Advance, on behalf of
the Domestic Lenders and in the amount requested, available to the Domestic Borrower on the
applicable Borrowing Date by transferring same day funds to the appropriate Funding Account. Each
Advance made solely by Chase pursuant to this Section 2.1.3 is referred to in this
Agreement as a “Non-Ratable Loan,” and such Advances are referred to as the
“Non-Ratable Loans.” Each Non-Ratable Loan shall be subject to all the terms and
conditions applicable to other Advances funded by the Domestic Lenders, except that all payments
thereon shall be payable to Chase solely for its own account. The aggregate amount of Non-Ratable
Loans outstanding at any time shall not exceed the lesser of (a) $10,000,000 and (b) the
Availability or the Domestic Availability (before giving effect to such Non-Ratable Loan).
Non-Ratable Loans may be made even if a Default or Unmatured Default exists, but may not be made if
the conditions precedent set forth in Section 4.2 have not been satisfied. The Non-Ratable
Loans shall be secured by the Liens granted to the Agent for the benefit of the Applicable Agent
and Lenders and shall constitute Obligations hereunder. All Non-Ratable Loans shall be Domestic
Floating Rate Advances and are subject to the settlement provisions set forth in Section
2.19.



     2.1.4. Protective Advances and Overadvances.



          (a) Protective Advances. Subject to the limitations set forth below, the Agent is
authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion, to
make Advances to the Domestic Borrower (or to direct the Canadian Correspondent Lender to make
Advances to the Canadian Borrower or to direct the UK Correspondent Lender to make Advances to a UK
Borrower), on behalf of all of the Lenders, in an aggregate amount outstanding at any time not to
exceed the Dollar Equivalent of $5,000,000, which the Agent, in its reasonable business judgment,
deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof,
(ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other
Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers
pursuant to the terms of this Agreement, including costs, fees, and expenses as described in
Section 9.6 (any of such Advances are herein referred to as “Protective Advances”);
provided that, no Protective Advance shall cause any Lender’s Credit









 









 







Exposure to exceed its aggregate Commitment, the Aggregate Domestic Exposure to exceed the
Aggregate Commitment, the Aggregate Canadian Exposure to exceed the Aggregate Canadian Commitment,
or the Aggregate UK Exposure to exceed the Aggregate UK Commitment. Protective Advances may be
made even if the conditions precedent set forth in Section 4.2 have not been satisfied
except for Section 4.2(b). The Protective Advances made to the Domestic Borrower, the
Canadian Borrower and the UK Borrowers, as the case may be, shall be secured by the Liens in favor
of the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may
be, in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances
shall be Floating Rate Advances (except in the UK, which Advances shall consist of UK
Fixed Rate Advances) and are subject to the settlement provisions set forth in Section
2.19.




          (b) Overadvances. Any provision of this Agreement to the contrary notwithstanding, at
the request of the Domestic Borrower, the Agent may in its sole discretion (but shall have
absolutely no obligation to), make Advances to the Domestic Borrower, on behalf of the Domestic
Lenders, in amounts that exceed Domestic Availability (any such excess Advances are herein referred
to collectively as “Overadvances”); provided that, (i) no such event or occurrence shall
cause or constitute a waiver of the Agent’s or the Lenders’ right to refuse to make any further
Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time
that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due
to the Domestic Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent
permits such Overadvance to remain outstanding, but solely with respect to the amount of such
Overadvance, and (iii) in no event shall Overadvances be outstanding for more than 60 days (which
days need not be consecutive) in any 120 day period. In addition, Overadvances may be made even if
a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in
Section 4.2 have not been satisfied (other than the condition precedent set forth in
Section 4.2(d)). All Overadvances shall constitute Domestic Floating Rate Advances, shall bear
interest at the default rate set forth in Section 2.12 and shall be payable on the earlier
of demand or the Facility Termination Date. In addition, all Overadvances are subject to the
settlement provisions set forth in Section 2.19. The authority of the Agent to make
Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no
Overadvance shall cause any Lender’s Credit Exposure to exceed its aggregate Commitment or the
Domestic Exposure to exceed the Domestic Commitment; provided that, the Required Lenders may at any
time revoke the Agent’s authorization to make Overadvances. Any such revocation must be in writing
and shall become effective prospectively upon the Agent’s receipt thereof.




     2.1.5 Security for Secured Foreign Obligations. Notwithstanding anything to the
contrary in this Agreement or in any other Loan Document, (i) the Canadian Loan Parties shall be
liable only for the Canadian Obligations and the UK Obligations, and the Canadian Collateral shall
secure only the Canadian Obligations and the UK Obligations, and (ii) the UK Loan Parties shall be
liable only for the UK Obligations and the Canadian Obligations, and the UK Collateral shall secure
only the UK Obligations and the Canadian Obligations, but the Domestic Loan Parties are liable for
all Obligations and the domestic Collateral secures all Obligations.









 









 





     2.2. Ratable Loans; Risk Participation. Except as otherwise provided below, each
Advance made in connection with a Loan shall consist of Loans made by each Lender in an amount
equal to such Lender’s then Pro Rata Share of the applicable Commitment; provided that, with
respect to Advances made in connection with Canadian Revolving Loans or UK Fixed Rate Loans, such
Advances shall consist of Loans made solely by each Canadian Lender or each UK Lender, as the case
may be, in an amount equal to such Lender’s Pro Rata Share of the Aggregate Canadian Commitment or
the Aggregate UK Commitment, as the case may be. Upon the making of an Advance by the Agent in
connection with a Non-Ratable Loan (whether before or after the occurrence of a Default or an
Unmatured Default and regardless of whether the Agent has requested a Settlement with respect to
such Non-Ratable Loan), a Protective Advance or an Overadvance, the Agent shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably sold to each Domestic
Lender and each such Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from the Agent, without recourse or warranty, an
undivided interest and participation in such Non-Ratable Loan, a Protective Advance or an
Overadvance in proportion to its Pro Rata Share of the Aggregate Commitment. Those Lenders that
shall have actually made Canadian Revolving Loans, UK Fixed Rate Loans, or UK Overdraft Advances,
as the case may be (each such Lender being referred to as a “Participating Lender”), shall
be deemed immediately upon the making of such Loan, without further action by any party hereto, to
have unconditionally and irrevocably sold to each Lender, as the case may be, that did not make
Canadian Advances, Canadian Facility LCs, UK Advances, or UK Facility LCs, as the case may be (each
such “non-lending” Lender being referred to as a “Non-Participating Lender”), and each
Non-Participating Lender shall be deemed immediately upon the making of such Advance or Facility
LC, without further action by any party hereto, to have unconditionally and irrevocably purchased
from the Participating Lenders, an undivided interest and unfunded participation in such Advances
and Facility LCs, as the case may be, in proportion to its Pro Rata Share of the Aggregate
Commitment; provided that, (a) beginning with the first day of each such Advance and Facility LC,
the interest that accrues with respect to each such Advance and Facility LC shall also be for the
account of each Non-Participating Lender in accordance with its Pro Rata Share of such Advance and
Facility LC, and (b) upon the occurrence of a Default, at the Agent’s sole and absolute discretion,
which shall be evidenced in a written notice to each Lender and the Domestic Borrower, each
Non-Participating Lender shall transfer the amount of such Lender’s Pro Rata Share of the
outstanding principal amount of the applicable Advance or Facility LC with respect to which
settlement is requested to the Applicable Agent, to such account of the Applicable Agent as the
Applicable Agent may designate, not later than 12:00 p.m. (local time), on the settlement date
specified in the notice.



     2.3. Payment of the Obligations; Currency. The Borrowers shall repay the outstanding
principal balance of the Loans, together with all other Obligations, including all accrued and
unpaid interest thereon, on the Facility Termination Date. Each Obligation related to the Domestic
Revolving Loans shall be paid in Dollars, each Obligation related to the Canadian Revolving Loans
shall be paid in Canadian Dollars, and each Obligation related to the UK Fixed Rate Loans shall be
paid in Pounds Sterling.



     2.4. Minimum Amount of Each Advance. Each Fixed Rate Advance to be provided by (a)
the Domestic Lender shall be in the minimum amount of $5,000,000 and in multiples of








 









 




$1,000,000 in
excess thereof, (b) the Canadian Lender shall be in the minimum amount of CAD 100,000 and in
multiples of CAD 100,000 in excess thereof, and (c) the UK Lender shall be in the minimum amount of
£100,000 and in multiples of £100,000 in excess thereof. Floating Rate Advances may be in any
amount.




     2.5. Funding Account. Each Borrower shall have delivered or shall deliver to the
Agent a notice setting forth the deposit account of such Borrower (each, a “Funding
Account”) to which the Agent, the Canadian Correspondent Lender, or the UK Correspondent
Lender, as the case may be, are authorized by such Borrower to transfer the proceeds of any
Advances requested pursuant to this Agreement. The Domestic Borrower may designate replacement
Funding Accounts from time to time by written notice to the Agent. Any designation by the Domestic
Borrower of a Funding Account must be reasonably acceptable to the Agent.



     2.6. Reliance Upon Authority; No Liability. The Agent is entitled to rely
conclusively on any individual’s request for Advances hereunder, so long as the proceeds thereof
are to be transferred to a Funding Account. The Agent shall have no duty to verify the identity of
any individual representing himself or herself as a person authorized by the Domestic Borrower to
make such requests on the behalf of the Domestic Borrower. The Agent shall not incur any liability
to the Borrower as a result of acting upon any notice referred to in Section 2.1 which the
Agent reasonably believes to have been given by an officer or other person duly authorized by the
Domestic Borrower to request Advances on behalf of the Borrowers or for otherwise acting under this
Agreement. The crediting of Advances to any Funding Account shall conclusively establish the
obligation of the applicable Borrower to repay such Advances as provided herein.



     2.7. Conversion and Continuation of Outstanding Advances.



     (a) Floating Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Fixed Rate Advances pursuant to this Section 2.7
or are repaid in accordance with this Agreement. Each Fixed Rate Advance shall continue as a Fixed
Rate Advance until the end of the then applicable Interest Period therefor, at which time such
Fixed Rate Advance shall be automatically converted into a Floating Rate Advance, other than any UK
Fixed Rate Advance, unless (a) such Fixed Rate Advance is or was repaid in accordance with this
Agreement or (b) the Domestic Borrower shall have given the Agent a Conversion/Continuation Notice
(as defined below) requesting that, at the end of such Interest Period, such Fixed Rate Advance
continues as a Fixed Rate Advance for the same or another Interest Period. Each UK Fixed Rate
Advance shall at the end of the applicable Interest Period therefor, unless repaid, be continued as
a UK Fixed Rate Advance with an Interest Period with the least number of days possible. Subject to
the terms of Section 2.4, the Domestic Borrower may elect from time to time to convert all
or any part of a Floating Rate Advance into a Fixed Rate Advance. The Domestic Borrower shall give
the Agent irrevocable notice in the form of Exhibit B (a “Conversion/Continuation
Notice”) of each conversion of a Floating Rate
Advance into a Fixed Rate Advance or continuation of a Fixed Rate Advance not later than 10:00
a.m. (Chicago time) at least three Business Days prior to the date of the requested conversion or
continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion
or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or
continued, (iii) the amount of such Advance which is to be converted into or continued as a Fixed
Rate Advance (provided that the amounts set forth in Section 2.4 shall be








 









 







complied with),
and (iv) the duration of the Interest Period applicable thereto. In each Conversion/Continuation
Notice, the Domestic Borrower shall designate whether any Advance is a Fixed Asset Advance.



     (b) Each UK Fixed Rate Advance shall continue as a UK Fixed Rate Advance until the end of the
then applicable Interest Period therefor, at which time such Fixed Rate Advance shall be repaid in
accordance with this Agreement unless the Domestic Borrower shall have given the Agent a
Continuation Notice requesting that, at the end of such Interest Period, such Fixed Rate Advance
continues as a UK Fixed Rate Advance for the same or another Interest Period. The Domestic
Borrower shall give the UK Correspondent Lender irrevocable notice in the form of Exhibit B
of each continuation of a UK Fixed Rate Advance (with a copy to the Agent) not later than 10:00
a.m. (London time) at least three Business Days prior to the date of the requested continuation,
specifying (i) the requested date, which shall be a Business Day, of such continuation, (ii) the
aggregate amount of the UK Fixed Rate Advance which is to be continued (provided that the amounts
set forth in Section 2.4 shall be complied with), and (iii) the duration of the Interest
Period applicable thereto.



     2.8. Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to
extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Agent or any Lender in good faith
believes to be acting on behalf of the Domestic Borrower, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Domestic Borrower agrees to deliver promptly to the Agent
a written confirmation, if such confirmation is requested by the Agent or any Lender, of each
telephonic notice signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, the records of the Agent and
the Lenders shall govern absent manifest error.



     2.9. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Borrowing
Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly
after notice from the LC Issuer, the Agent will notify each Lender of the contents of each request
for issuance of a Facility LC hereunder. The Agent will notify each Lender of the interest rate
applicable to each Fixed Rate Advance promptly upon determination of such interest rate and will
give each Lender prompt notice of each change in the Alternate Base Rate and Canadian Base Rate.



     2.10. Fees.



     (a) Unused Commitment Fee. The Domestic Borrower agrees to pay to the Agent, for the
account of each Domestic Lender in accordance with such Lender’s Pro Rata Share of the Aggregate
Commitment, an unused commitment fee at a per annum rate equal to the Applicable Fee Rate on the
average daily Available Commitment from the date hereof to and including the Facility Termination
Date, payable on each Payment Date hereafter and on the Facility Termination Date (the “Unused
Commitment Fee”).







 









 





     (b) LC Fees. The applicable Borrower shall pay to the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as the case may be, for the account of the
Lenders ratably in accordance with their respective Pro Rata Shares of the applicable Commitment, a
letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in
effect from time to time for Domestic Revolving Loans on the average daily undrawn stated amount
under each Facility LC, such fee to be payable in arrears on each Payment Date (the “LC
Fee”). The applicable Borrower shall also pay to the LC Issuer for its own account (x) at the
time of issuance or renewal of each standby Facility LC, a fronting fee of .125% of the face amount
of such Facility LC, and (y) documentary and processing charges in connection with the issuance or
Modification of and draws under Facility LCs in accordance with the LC Issuer’s standard schedule
for such charges as in effect from time to time.



     (c) Amendment Fee. The Domestic Borrower agrees to pay the Agent a fee in the amount
of $98,800, to be allocated to each participating Lender ratably in accordance with such Lender’s
Pro Rata Share of the increase in the Aggregate Commitment from the Existing Credit Agreement.



     2.11. Interest Rates.



     (a) Each Floating Rate Advance shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is automatically
converted from a Fixed Rate Loan into a Floating Rate Advance pursuant to Section 2.7, to
but excluding the date it is paid or is converted into a Fixed Rate Advance pursuant to Section
2.7 hereof, at a rate per annum equal to the Floating Rate or Canadian Derived Floating Rate,
as the case may be, for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each change in the
Alternate Base Rate or Canadian Base Rate, as the case may be. Each Fixed Rate Advance shall bear
interest on the outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such Interest Period at
the interest rate determined by the Applicable Agent as applicable to such Fixed Rate Advance based
upon the Domestic Borrower’s selections under Sections 2.1.1 and 2.7 and otherwise in
accordance with the terms hereof. No Interest Period may end after the Facility Termination Date.
Notwithstanding anything in this Agreement to the contrary, the Fixed Asset Advance shall at all
times bear interest at a rate per annum equal to the Eurodollar Rate (determined on the basis of
the Applicable Margin applicable to Fixed Asset Advances).



     (b) If any provision of this Agreement or any of the other Loan Documents would obligate a
Loan Party to make any payment of interest or other amount payable to (including for the account
of) any Lender in an amount, or calculated at a rate, that would be prohibited by law
or would result in a receipt by any Lender of interest at a criminal rate (as such terms are
construed under applicable law, including, without limitation, the Criminal Code (Canada)), then,
notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be
so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such
adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount
or rate of interest required to be paid to the Lenders under this Article II or any other








 









 







Loan Document; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts
required to be paid to the Lenders which would constitute interest for purposes of applicable law,
including, without limitation, Section 347 of the Criminal Code (Canada). Notwithstanding the
foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall
have received an amount in excess of the maximum amount permitted by applicable law, including,
without limitation, such section of the Criminal Code (Canada), then the Loan Parties shall be
entitled, by notice in writing to the Agent and the Canadian Lenders, to obtain reimbursement from
the Lenders in an amount equal to such excess, and pending such reimbursement, such amount shall be
deemed to be an amount payable by the Lenders to the applicable Borrower. Any amount or rate of
interest referred to in this Article II or any other Loan Document shall be determined in
accordance with generally accepted actuarial practices and principles as an effective annual rate
of interest over the term that the Aggregate Commitment remains outstanding on the assumption that
any charges, fees or expenses that fall within the meaning of “interest” (as defined in applicable
law, including, without limitation, the Criminal Code (Canada)) shall, if they relate to a specific
period of time, be pro-rated over that period of time and otherwise be pro-rated over the term of
the Loans and, in the event of a dispute with respect to the Aggregate Canadian Commitment, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent and
reasonably acceptable to the Company shall be conclusive for the purposes of such determination.
The terms and provisions of this Section shall control every other provision of this Agreement and
the Loan Documents.



     2.12. Fixed Rate Advances Post Default; Default Rates. Notwithstanding anything to
the contrary contained hereunder, during the continuance of a Default or Unmatured Default, the
Agent or the Required Lenders may, at their option, by notice to the Domestic Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any provision of
Section 8.3 requiring unanimous consent of the Lenders to reductions in interest rates),
declare that no Advance (other than the UK Fixed Rate Advances) may be made as, converted into or
continued as a Fixed Rate Advance. During the continuance of a Default, the Agent or the Required
Lenders may, at their option, by notice to the Domestic Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring
unanimous consent of the Lenders to reductions in interest rates), declare that (i) each Fixed Rate
Advance, UK Fixed Rate Advance and Canadian Fixed Rate Advance shall bear interest for the
remainder of the applicable Interest Period at the rate otherwise applicable to such Interest
Period plus 2% per annum, (ii) each Floating Rate Advance shall bear interest at a rate per
annum equal to the Floating Rate or Canadian Base Rate, as the case may be, in effect from time to
time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum, provided
that, during the continuance of a Default under subsection (g), (h) or (i) of Article
VII, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee
set forth in clause (iii) above
shall be applicable to all Credit Extensions without any election or action on the part of the
Agent or any Lender.



     2.13. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each
Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof and at maturity. Interest accrued on each Fixed Rate Advance shall be
payable on the last day of its applicable Interest Period, on any date on which the Fixed Rate
Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on








 









 







each Fixed Rate Advance having an Interest Period longer than three months shall also be payable on
the last day of each three-month interval during such Interest Period. Interest on all Advances,
other than UK Advances, Unused Commitment Fees and LC Fees, shall be calculated for actual days
elapsed on the basis of a 360-day year, and interest on all UK Advances shall be calculated for
actual days elapsed on the basis of a 365-day year. For the purposes of the Interest Act (Canada),
(i) whenever any interest under this Agreement is calculated using a rate based on a year of 360
days, the rate determined pursuant to such calculation, when expressed as an annual rate, is
equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the
actual number of days in the calendar year in which the period for such interest is payable (or
compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement, and (iii) the rates of
interest stipulated in this Agreement are intended to be nominal rates and not effective rates or
yields. Interest shall be payable for the day an Advance is made but not for the day of any payment
on the amount paid if payment is received prior to noon (local time) at the place of payment. If
any payment of principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing interest in connection
with such payment. After giving effect to any Loan, Advance, continuation, or conversion of any
Fixed Rate Loan, there may not be (a) with respect to Eurodollar Loans, more than 10 different
Interest Periods in effect hereunder, (b) with respect to Canadian Fixed Rate Loans, more than 8
different Interest Periods in effect hereunder, and (c) with respect to UK Fixed Rate Loans, more
than 5 different Interest Periods in effect hereunder.



     2.14. Voluntary Prepayments. The Borrowers may from time to time prepay, without
penalty or premium, all of the outstanding Floating Rate Advances, or in a minimum aggregate amount
of the applicable foreign currency equivalent of $500,000, any portion of the outstanding Floating
Rate Advances upon one Business Day’s prior notice to the Agent. The Borrowers may also from time
to time prepay, subject to the payment of any funding indemnification amounts required by Section
3.4 but without penalty or premium, all outstanding Fixed Rate Advances, or, in a minimum aggregate
amount of the Dollar Equivalent of the minimum borrowing amount thereof, any portion of the
outstanding Fixed Rate Advances upon three Business Days’ prior notice to the Agent. The Domestic
Borrower shall have the right to instruct the Agent which Advances are being repaid with any
voluntary prepayment. To the extent the Domestic Borrower does not specify which Advances are
being repaid, the Agent shall (a) apply such repayments to the Loans in the inverse order of the
Loans made, (b) apply payments made by any Canadian Party solely to Canadian Obligations and (c)
apply payments made by any UK Loan Party solely to UK Obligations; provided that the repayments
will be applied first to Floating Rate Advances and second to Fixed
Rate Advances.



     2.15. Mandatory Prepayments.



     (a) Borrowing Base Compliance. Except for Overadvances permitted pursuant to
Section 2.1.4(b), (i) the Domestic Borrower shall immediately repay the Loans,
Reimbursement Obligations or Non-Ratable Loans if at any time the Aggregate Domestic Exposure
exceeds the Domestic Maximum Borrowing Amount, (ii) the Domestic Borrower and the Canadian Borrower
shall immediately repay the Canadian Revolving Loans if at any time the Aggregate Canadian Exposure
exceeds the Canadian Maximum Borrowing Amount other than solely as a








 









 







consequence of exchange rate
fluctuations, as to which Section 2.27 applies, and (iii) the Domestic Borrower and the UK
Borrower shall immediately repay the UK Fixed Rate Loans if at any time the Aggregate UK Exposure
exceeds the UK Maximum Borrowing Amount, other than solely as a consequence of exchange rate
fluctuations, as to which Section 2.27 applies, in each case to the extent required to
eliminate such excess. If any such excess remains after repayment in full of all outstanding Loans
and Reimbursement Obligations, the applicable Borrower shall provide cash collateral or a
Supporting Letter of Credit for the LC Obligations in the manner set forth in Section
2.1.2(l) to the extent required to eliminate such excess.



     (b) Sale of Assets. Immediately upon receipt by the Domestic Borrower of the Net Cash
Proceeds of any asset disposition (other than an asset disposition permitted by Sections
6.19(a), (b), (c)(i) or (c)(ii)), the Domestic Borrower shall prepay the Obligations in an
amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to
pay the principal of the Protective Advances and the Overadvances, second, to pay the
principal of the Fixed Asset Advance with a concomitant reduction in the Fixed Asset Borrowing
Base, third, to pay the principal of the Non-Ratable Loans, fourth, to pay the
principal of the Domestic Revolving Loans without a concomitant reduction in the Aggregate
Commitment, and fifth, to cash collateralize outstanding Facility LCs. At the option of
the Domestic Borrower, at the time such Domestic Borrower is required to make any prepayment
pursuant to this Section 2.15(b), it may advise the Agent that it intends to reinvest such
Net Cash Proceeds in assets to be used in the business of such Borrower or any other Domestic Loan
Party (including through Capital Expenditures), and (y) such Net Cash Proceeds will be applied by
such Borrower to the prepayment of Revolving Loans hereunder and, as contemplated by the second
paragraph of Section 2.1.1(a), a portion of the Aggregate Commitment equal to the amount of
such prepayment will give rise to a Reserved Commitment Amount that will be available hereunder for
purposes of acquiring assets to be used in the business of the Domestic Borrower and the other
Domestic Loan Parties (including through Capital Expenditures), and (z) the Net Cash Proceeds from
any such asset disposition must be so reinvested within 360 days of such asset disposition (it
being understood that, in the event Net Cash Proceeds from more than one asset disposition are
applied to the prepayment of Domestic Revolving Loans as provided in clause (y) above, such Net
Cash Proceeds shall be deemed to be released (or, as the case may be, Domestic Revolving Loans
utilizing the Reserved Commitment Amount shall be deemed to be made) in the same order in which
such asset dispositions occurred; provided that, the Aggregate Commitment will be automatically and
permanently reduced in an amount equal to the amount of any net cash proceeds not so reinvested
after 360 days; provided further that, the Agent may elect to forego such permanent reduction in
the Aggregate Commitment based on the fair market
value of assets purchased by the Loan Parties’ during the 360-day period immediately preceding
the date of such permanent reduction.



     (c) Issuance of Debt or Equity. If the Domestic Borrower or any of its Domestic
Subsidiaries issues Capital Stock or any Domestic Loan Party issues Indebtedness (other than
Indebtedness permitted by Sections 6.16(a), (c), (e) and (g)) or if any Domestic Loan Party
receives any dividend or distribution from a Person other than a Loan Party, no later than the
Business Day following the date of receipt of the Net Cash Proceeds of such issuance or receipt of
such dividend, distribution, loan or advance, the Borrower shall prepay the Obligations in an
amount equal to all such Net Cash Proceeds, dividends, distributions, loans or advances. Any








 









 







such
prepayment shall be applied first, to pay the principal of the Protective Advances and the
Overadvances, second, to pay the principal of the Non-Ratable Loans, third, to pay
the principal of the Loans without a concomitant reduction in the Aggregate Commitment, and
fourth, to cash collateralize outstanding Domestic Facility LCs.



     (d) Insurance/Condemnation Proceeds. Any insurance or condemnation proceeds to be
applied to the Obligations in accordance with Section 6.7(c) shall be applied as follows:
(i) insurance proceeds from casualties or losses to cash or Inventory shall be applied,
first, to the Protective Advances and the Overadvances pro rata, second, to the
Non-Ratable Loans, third, to the Domestic Revolving Loans and fourth, to cash
collateralize outstanding Domestic Facility LCs; and (ii) insurance or condemnation proceeds from
casualties or losses to Equipment, Fixtures and real Property shall be applied first, to
pay the principal of the Protective Advances, second, to pay the principal of the
Non-Ratable Loans, third, to pay the principal of the Domestic Revolving Loans, and
fourth, to cash collateralize outstanding Domestic Facility LCs. The Aggregate Commitment
shall not be permanently reduced by the amount of any such prepayments.



     (e) General. Without in any way limiting the foregoing, immediately upon receipt by
any Domestic Loan Party of proceeds of any sale of any Collateral, other than as provided in
Section 6.19, the Domestic Borrower shall cause such Loan Party to deliver such proceeds to
the Agent, or deposit such proceeds in a deposit account subject to a Deposit Account Control
Agreement. All of such proceeds shall be applied as set forth above or otherwise as provided in
Section 2.18. Nothing in this Section 2.15 shall be construed to constitute the
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.



     2.16. Termination of the Facility



     (a) Without limiting Section 2.3 or Section 8.1, (i) the Aggregate Commitments
shall expire on the Facility Termination Date and (ii) the Aggregate Credit Exposure and all other
unpaid Obligations shall be paid in full by the applicable Borrower on the Facility Termination
Date.



     (b) The Domestic Borrower may terminate this Agreement upon (i) at least 10 Business Days’
prior written notice thereof to the Agent and the Lenders, (ii) the payment in full of all
outstanding Loans, together with accrued and unpaid interest thereon, (iii) the cancellation
and return of all outstanding Facility LCs (or alternatively, with respect to each such
Facility LC, the furnishing to the Agent of a cash deposit or Supporting Letter of Credit as
required by Section 2.1.2(l)), (iv) the payment in full of all reimbursable expenses and
other Obligations together with accrued and unpaid interest thereon, and (v) the payment in full of
any amount due under Section 3.4.



     2.17. Method of Payment.



     (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or
counterclaim, in immediately available funds to the Agent, Canadian Correspondent Lender, or UK
Correspondent Lender, as the case may be, to such Lender’s








 









 







address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent, Canadian Correspondent
Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the
Domestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by
such Applicable Agent among the Lenders. Any payment received by the above-specified Lender after
such time shall be deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue. Each payment delivered to the above-specified Lender for
the account of any other Lender shall be delivered promptly by such Lender to such other Lender in
the same type of funds that such Lender received.



     (b) At the election of the Agent, all payments of principal, interest, reimbursement
obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including,
without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and
other sums payable under the Loan Documents, may be paid from the proceeds of Advances made
hereunder whether made following a request by the Domestic Borrower pursuant to Section 2.1
or a deemed request as provided in this Section 2.17 or may be deducted from a Funding
Account or any other deposit account of a Borrower maintained with the Agent. The Borrower hereby
irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of
principal, interest and fees as it becomes due hereunder or any other amount due under the Loan
Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable
Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have
been requested pursuant to Section 2.1 and (ii) the Agent to charge any Funding Account or
any other deposit account of the applicable Borrower maintained with Chase for each payment of
principal, interest and fees as it becomes due hereunder or any other amount due under the Loan
Documents.



     (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of
Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian
Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made
to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party
shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.



     2.18. Apportionment, Application and Reversal of Payments. Except as otherwise
required pursuant to the provisions of this Agreement, principal and interest payments shall be
apportioned ratably among the Lenders as set forth in this Article II and payments of the
fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely
to the Agent and the LC Issuer and except as provided in this Article II. All payments
(other than those collected pursuant to Section 16.2) shall be remitted to the Agent,
Canadian Correspondent Lender or UK Correspondent Lender, as the case may be, and all such payments
not relating to principal or interest of specific Loans or not constituting payment of specific
fees as specified by the Domestic Borrower or otherwise, and all proceeds of any Collateral
received by the Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may
be, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay
any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the
applicable Borrower (other than in connection with Banking Services or Rate Management
Obligations),








 









 







second, to pay any fees or expense reimbursements then due to the Lenders
from the applicable Borrower (other than in connection with Banking Services or Rate Management
Obligations), third, to pay interest due in respect of such Borrower’s Loans, including
Non-Ratable Loans, Overadvances and Protective Advances, fourth, to pay or prepay principal
of the Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or prepay
principal of the Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and
unpaid reimbursement obligations in respect of Facility LCs, sixth, to pay an amount to the
Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all
outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in
respect of Facility LCs, to be held as cash collateral for such Obligations, seventh, to
payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and
eighth, to the payment of any other Obligation due to the Agent or any Lender by the
Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed
by the Domestic Borrower, or unless a Default is in existence, neither the Agent nor any Lender
shall apply any payment which it receives to any Fixed Rate Loan, except (a) on the expiration date
of the Interest Period applicable to any such Fixed Rate Loan or (b) in the event, and only to the
extent, that there are no outstanding Floating Rate Loans and, in any event, the applicable
Borrower shall pay the breakage losses in accordance with Section 3.4. The Agent and the
Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all
such proceeds and payments to any portion of the Obligations. Furthermore, notwithstanding
anything to the contrary contained in this Agreement, in no event shall any payment made by a
Canadian Loan Party or a UK Loan Party for any reason whatsoever or any proceeds of Collateral
owned by the Canadian Borrower or the UK Borrower be applied to any Obligation other than the
Canadian Obligations or the UK Obligations.



     2.19. Settlement. Each Lender’s funded portion of the Loans is intended by the
Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Loans.
Notwithstanding such agreement, the Agent, Chase, and the Lenders agree (which agreement shall not
be for the benefit of or enforceable by the Loan Parties) that in order to facilitate the
administration of this Agreement and the other Loan Documents, settlement among them as to the
Loans, including the Non-Ratable Loans, Overadvances, and Protective Advances shall take place on a
periodic basis in accordance with the following provisions:



     (a) Each Applicable Agent shall, except as otherwise provided in Section 2.2, request
settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more
frequent basis at the Agent’s election, (i) for itself, with respect to each Non-Ratable Loan,
Overadvance and Protective Advance, and (ii) with respect to collections received, in each case, by
notifying the Lenders of such requested Settlement by telecopy, telephone, or e-mail no later than
noon (local time) on the date of such requested Settlement (the “Settlement Date”). Each
Lender (other than the Applicable Agent, in the case of the Non-Ratable Loans, Overadvances and
Protective Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding
principal amount of the applicable Loan with respect to which Settlement is requested to the
Applicable Agent, to such account of the Applicable Agent as the Applicable Agent may designate,
not later than 2:00 p.m. (local time), on the Settlement Date applicable thereto. Settlements may
occur during the existence of a Default or an Unmatured Default and whether or not the applicable
conditions precedent set forth in Section 4.2 have then been








 









 







satisfied. Such amounts
transferred to the Applicable Agent shall be applied against the amounts of the applicable Loan
and, together with the Applicable Agent’s Pro Rata Share of such Non-Ratable Loan, Overadvances or
Protective Advance, shall constitute Loans of such Lenders, respectively. If any such amount is
not transferred to the Applicable Agent by any Lender on the Settlement Date applicable thereto,
the Applicable Agent shall be entitled to recover such amount on demand from such Lender together
with interest thereon as specified in Section 2.23.



     (b) From and after the date, if any, on which any Lender is required to fund its participation
in any Non-Ratable Loan, Overadvances or Protective Advance purchased pursuant to Section
2.2, the Applicable Agent shall promptly distribute to such Lender, such Lender’s Pro Rata
Share of all payments of principal and interest and all proceeds of Collateral received by the
Applicable Agent in respect of such Loan.



     (c) The Agent shall pay all amounts it owes hereunder to the Lenders in Dollars. The Canadian
Correspondent Agent shall pay all amounts it owes hereunder to the Lenders in Canadian Dollars.
The UK Correspondent Lender shall pay all amounts it owes hereunder to the Lenders in Pounds
Sterling. To the extent that any Lender is unable to accept any such amount in Canadian Dollars or
Pounds Sterling, the Canadian Correspondent Lender or UK Correspondent Lender, as the case may be,
may, in its sole discretion, convert such amount into Dollars at its then existing exchange rate,
which may not be the lowest exchange rate available, and remit such amounts to such Lender. The
Canadian Correspondent Lender and the UK Correspondent Lender shall not be liable to any Lender for
action taken in connection with converting currency pursuant to this subsection 2.19(c),
except with respect to mathematical miscalculations.



     2.20. Indemnity for Returned Payments. If after receipt of any payment which is
applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any
reason compelled to surrender such payment or proceeds to any Person because such payment or
application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason, then the Obligations or part thereof intended to be satisfied shall be revived and
continued and this Agreement shall continue in full force as if such payment or proceeds had not
been received by the Agent or such
Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, shall
be liable to pay to the Agent and/or the Lenders, and such Borrower hereby indemnifies the Agent
and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment
or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective
notwithstanding any contrary action which may have been taken by the Agent or any Lender in
reliance upon such payment or application of proceeds, and any such contrary action so taken shall
be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be
deemed to have been conditioned upon such payment or application of proceeds having become final
and irrevocable. The provisions of this Section 2.20 shall survive the termination of this
Agreement.



     2.21. Notes; Evidence of Indebtedness.







 









 





     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.



     (b) The Agent, the Canadian Correspondent Lender and the UK Correspondent Lender shall also
maintain accounts in which they will record (i) the amount of each Loan extended hereunder, the
Type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each Lender hereunder,
(iii) the original stated amount of each Facility LC and the amount of LC Obligations outstanding
at any time, and (iv) the amount of any sum received by the Applicable Agent hereunder from each
Borrower and each Lender’s share thereof.



     (c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above
shall be prima facie evidence of the existence and amounts of the Obligations therein recorded;
provided however, that the failure of the Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrowers to repay their
respective Obligations in accordance with their terms.



     (d) The Loans by each Lender will be evidenced by a promissory note in substantially the form
of (i) Exhibit C for Domestic Revolving Loans (each, a “Domestic Revolving Note”),
(ii) Exhibit K for Canadian Revolving Loans, (each, a “Canadian Revolving Note,”
and (iii) Exhibit L for UK Fixed Rate Loans (each, a “UK Revolving Note”).



     2.22. Lending Installations. Subject to the other provisions of this Agreement, each
Lender may book its Loans and its participation in any LC Obligations and the LC Issuer may book
the Facility LCs at any Lending Installation selected by such Lender or the LC Issuer, as the case
may be, and may change its Lending Installation from time to time, including, without limitation,
with respect to Harris Trust & Savings Bank, Bank of Montreal – Toronto Branch and Bank of Montreal
- London. All terms of this Agreement shall apply to any such Lending Installation and the Loans,
Facility LCs, participations in LC Obligations and any Revolving Notes issued hereunder shall be
deemed held
by each Lender or the LC Issuer, as the case may be, for the benefit of any such Lending
Installation. Each Lender and the LC Issuer may, by written notice to the Agent and the Domestic
Borrower in accordance with Article XIII, designate replacement or additional Lending
Installations through which Loans will be made by it or Facility LCs will be issued by it and for
whose account Loan payments or payments with respect to Facility LCs are to be made.



     2.23. Non-Receipt of Funds by the Agent; Defaulting Lenders



     (a) Unless the Domestic Borrower, or a Lender, as the case may be, notifies the Applicable
Agent prior to the date on which it is scheduled to make payment to the Applicable Agent of (i) in
the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of
principal, interest or fees to the Applicable Agent for the account of the Lenders, that it does
not intend to make such payment, the Applicable Agent may assume that such payment has been made.
The Applicable Agent may, but shall not be obligated to, make the amount of








 









 







such payment available
to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as
the case may be, has not in fact made such payment to the Applicable Agent, the recipient of such
payment shall, on demand by the Applicable Agent, repay to the Applicable Agent the amount so made
available together with interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Applicable Agent until the date the Applicable Agent
recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest
rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest
rate applicable to the relevant Loan.



     (b) If a payment has not been made by a Lender and failure to make such payment constitutes a
default by such Lender of its obligations hereunder (a “Defaulting Lender”), the Applicable
Agent will notify the applicable Borrowers of such failure to fund and, upon demand by the
Applicable Agent, the applicable Borrowers shall pay such amount to the Applicable Agent for the
Applicable Agent’s account, together with interest thereon for each day elapsed since the Borrowing
Date at a rate per annum equal to the interest rate applicable to the relevant Loan. The
Applicable Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any
Borrower to the Applicable Agent for the Defaulting Lender’s benefit, and, in the absence of such
transfer to the Defaulting Lender, the Applicable Agent shall transfer any such payments to each
other non-Defaulting Lender ratably in accordance with their Pro Rata Share of the applicable
commitment (but only to the extent that such Defaulting Lender’s Advance was funded by the other
Lenders) or, if so directed by the applicable Borrowers and if no Unmatured Default or Default has
occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by
the other Lenders), retain the same to be re-advanced to the applicable Borrowers as if such
Defaulting Lender had made Advances to the applicable Borrowers. Subject to the foregoing, the
Applicable Agent may hold and, in its Permitted Discretion, setoff such Defaulting Lender’s funding
shortfall against that Defaulting Lender’s Pro Rata Share of all payments received from the
applicable Borrowers or re-lend to the applicable Borrowers for the account of such Defaulting
Lender the amount of all such payments received and retained by the Applicable Agent for the
account of such Defaulting
Lender. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Advance (i)
solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such
Defaulting Lender shall be deemed not to be a “Lender” and such Defaulting Lender’s Commitment
shall be deemed to be zero, (ii) such Defaulting Lender shall not be entitled to any portion of the
Unused Commitment Fee and (iii) the Unused Commitment Fee shall accrue in favor of the Lenders
which have funded their respective Pro Rata Shares of such requested Advance and shall be allocated
among such non-Defaulting Lenders ratably based on their Pro Rata Share of the Commitment. This
Section shall remain effective with respect to such Defaulting Lender until (1) the Obligations
under this Agreement shall have been declared or shall have become immediately due and payable, (2)
the non-Defaulting Lenders, the Applicable Agent, and the applicable Borrowers shall have waived
such Defaulting Lender’s default in writing, or (3) the Defaulting Lender makes its Pro Rata Share
of the applicable Advance and pays to the Applicable Agent all amounts owing by the Defaulting
Lender in respect thereof. The operation of this Section shall not be construed to increase or
otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such
Defaulting Lender or








 









 







any other Lender of its duties and obligations hereunder, or to relieve or
excuse the performance by the Borrower of its duties and obligations hereunder.



     2.24. Fixed Charge Coverage Ratio Condition.



     (a) The Domestic Borrower shall provide immediate written notice to the Agent and the Lenders
at any time that the Fixed Charge Coverage Ratio Condition exists or, within the next three months,
is reasonably likely to exist. During any Fixed Charge Condition Period, in addition to the other
requirements and conditions set forth in this Agreement, the Borrower shall (i) not request any
Loan or Facility LC, and the Lenders or the Agent shall not be obligated to make any Loan and the
LC Issuer shall not be obligated to issue any Facility LC on behalf of the Lenders, unless the
proceeds of such Loan or the purpose of the Facility LC transaction and all other Indebtedness
incurred hereunder shall constitute Permitted Debt (as defined in the Indenture), (ii) certify that
any loan made or Facility LC issued constitute Permitted Debt (as defined in the Indenture) on each
Borrowing Base Certificate and Borrowing Base Report submitted to the Agent and (iii) immediately
repay the Loans and the Reimbursement Obligations to the extent such amounts exceed the amount of
Permitted Debt as defined in the Indenture.



     (b) Notwithstanding anything in this Section 2.24 or elsewhere in this Agreement to
the contrary, if, at any time, the Agent, in its sole discretion, shall be unable to agree with the
Domestic Borrower that any Loan made or Facility LC issued, or requested to be made or issued,
during the Fixed Charge Condition Period constitutes Permitted Debt (as defined in the Indenture),
then the Lenders shall not be obligated to make any Loan and the Agent shall not be obligated to
issue any Facility LC until such time as any uncertainty is resolved in a manner reasonably
satisfactory to the Agent.



     2.25. Designated Senior Debt. The Agent, Lenders, the LC Issuer and the Domestic
Borrower hereby designate all Indebtedness and
all other obligations now or hereafter incurred or otherwise outstanding under any Loan
Document to be “Designated Senior Debt” as set forth and defined in the Indenture.



     2.26 Change of Currency. If at any time the Euro becomes the lawful currency unit in
the United Kingdom, this Agreement will, to the extent the Agent (acting reasonably and after
consultation with the Domestic Borrower) specifies to be necessary, be amended to comply with any
generally accepted conventions and market practice in the relevant inter bank market and otherwise
to reflect the change in currency.



     2.27 Exchange Rate Fluctuations. The Agent shall at all times monitor the Dollar
Equivalent of all outstanding Canadian Advances and UK Advances, the amount of the UK Overdraft
Commitment, and the amount of the UK LC Obligations. If due to changes in the exchange rate
between Dollars and Canadian Dollars or Dollars and Pounds Sterling, the Aggregate Canadian
Exposure exceeds the Aggregate Canadian Commitment or the Aggregate UK Exposure exceeds the
Aggregate UK Commitment, then the Agent may in its sole discretion, refuse to permit any further
Canadian Revolving Loans or UK Fixed Rate Loans to be borrowed, continued or converted, or may
require that the Domestic Borrower, the UK Borrower or the








 









 







Canadian Borrower, as the case may be,
to pay or prepay such excess amounts in respect of any outstanding Loans as the Agent may request
in writing to the applicable Borrower (such payment to be made within 2 Business Days of the
Agent’s request therefor).



     2.28 Option to Increase.



     (a) The Domestic Borrower may, at any time, deliver a written request to the Agent
to increase the Domestic Commitment (with a corresponding increase in the Aggregate Commitment).
Any such written request shall specify the amount of the increase in the Domestic Commitment that
the Domestic Borrower is requesting, provided, that, (i) in no event shall the
aggregate amount of all such increases in the Domestic Commitment during the term of this Agreement
exceed $20,000,000, (ii) any such request shall be for an increase of not less than $5,000,000 and
in multiples of $1,000,000 in excess thereof, and (iii) any such request shall be irrevocable.



     (b) Upon the receipt by the Agent of any such written request, the Agent shall
notify such Lenders as the Agent may determine in its sole and absolute discretion of such request
and, except as otherwise agreed to by the Agent with any Lender, such Lender shall have the option
(but not the obligation) to increase the amount of its Commitment by an amount requested by the
Agent. Each such Lender shall notify the Agent within ten (10) days after the receipt of such
notice from the Agent whether it is willing to so increase its Commitment, and if so, the amount of
such increase; provided, that, no Lender shall be obligated to provide such
increase in its Commitment and the determination to increase the Commitment of a Lender shall be
within the sole and absolute discretion of such Lender. If the aggregate amount of the increases
in the Commitments received from the applicable Lenders does not equal or exceed the amount of the
increase in the Domestic Commitment requested by the Domestic Borrower, the Agent may seek
additional increases from such Lenders as the Agent may determine in its sole and absolute
discretion. In the event the Lenders have committed in writing to provide increases in their
Commitments in an aggregate amount in excess of the increase in the Domestic Commitment
requested by the Domestic Borrower or permitted hereunder, the Agent shall then have the right
to allocate such Commitments in such amounts and manner as the Agent may determine in its sole and
absolute discretion.



     (c) The Domestic Borrower shall pay to the Agent, for the account of each
participating Lender ratably in accordance with such Lender’s Pro Rata Share of the increase in the
Domestic Commitment, a fee of .20% of the amount of the increase in the Domestic Commitment.



     (d) The Domestic Commitment shall be increased by the amount of the increase in the
Commitments from the Lenders effective on the date that each of the following conditions have been
satisfied:




     (i) The Agent shall have received from each Lender that is providing an
additional Commitment as part of the increase in the Domestic Commitment, an agreement
acceptable to the Agent duly executed by such Lender and the Domestic Borrower;







 









 






     (ii) the conditions precedent to the making of any Credit Extension set forth
in Section 4.2 shall be satisfied as of the date of the increase in the Domestic
Commitment, both before and after giving effect to such increase;




     (iii) the Agent shall have received, in form and substance satisfactory to
the Agent, a certificate of the Chief Financial Officer of each Loan Party certifying, among
other things, that any such increase in the Domestic Commitment, the performance of the
terms and conditions of this Agreement and the other Loan Documents and the incurrence of
Obligations by the Loan Parties (A) are within each Loan Party’s corporate or limited
liability company powers, (B) have been duly authorized by each Loan Party, (C) are not in
contravention of law or the terms of any Loan Party’s certificate of incorporation,
certificate of formation, by laws, operating agreement or other organizational
documentation, the Indenture or any agreement or undertaking to which any Loan Party is a
party or by which any Loan Party or its property are bound, and (D) will not result in the
creation or imposition of, or require or give rise to any obligation to grant, any Lien,
security interest, charge or other encumbrance upon any property of any Loan Party, other
than Permitted Liens and Liens in favor of the Agent;




     (iv) the Agent shall have received such other agreements, documents and
instruments as the Agent may request, in form and substance satisfactory to the Agent;




     (v) such increase in the Domestic Commitment on the date of the effectiveness
thereof shall not violate any applicable law, regulation or order or decree of any court or
other governmental authority and shall not be enjoined, temporarily, preliminarily or
permanently; and




     (vi) each Lender providing an additional Commitment in connection with such
increase in the Domestic Commitment shall have received all fees (including any additional
commitment fees) and the Agent shall have received all fees and expenses
(including reasonable attorneys’ fees) in each case due and payable to such Person on
or before the effectiveness of such increase.



     (e) As of the effective date of any increase in the Domestic Commitment pursuant to
this Section 2.28, each reference to the terms Domestic Commitment and Aggregate Commitment
herein and in any of the other Loan Documents shall be deemed to have been amended to mean the
amount of the Domestic Commitment and Aggregate Commitment specified in the most recent written
notice from the Agent to the Domestic Borrower of the increase in the Domestic Commitment and
Aggregate Commitment.



ARTICLE III




YIELD PROTECTION; TAXES




     3.1. Yield Protection. If, on or after the Effective Date, the adoption of any law or
any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency charged with








 









 







the
interpretation or administration thereof, or compliance by any Lender or applicable Lending
Installation or the LC Issuer with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:



     (a) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes,
or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any
Lender or the LC Issuer in respect of its Fixed Rate Loans, Facility LCs or participations therein,
or



     (b) imposes or increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than
reserves and assessments taken into account in determining the interest rate applicable to Fixed
Rate Advances), or



     (c) imposes any other condition the result of which is to increase the cost to any Lender or
any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Fixed
Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any
Lender or any applicable Lending Installation or the LC Issuer in connection with its Fixed Rate
Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending
Installation or the LC Issuer to make any payment calculated by reference to the amount of Fixed
Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by
an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any
of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the
LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of
issuing or participating in Facility LCs or to reduce the return received by such Lender or
applicable Lending Installation or the LC Issuer,
as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or
participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case
may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such
increased cost or reduction in amount received.



     3.2. Changes in Capital Adequacy Regulations If a Lender or the LC Issuer determines
the amount of capital required or expected to be maintained by such Lender or the LC Issuer, any
Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or
the LC Issuer is increased as a result of a “Change,” then, within 15 days of demand by
such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount
necessary to compensate for any shortfall in the rate of return on the portion of such increased
capital which such Lender or the LC Issuer determines is attributable to this Agreement, its Credit
Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may
be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital
adequacy). “Change” means (i) any change after the date of this Agreement in the
Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other
law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this








 









 







Agreement which affects
the amount of capital required or expected to be maintained by any Lender or the LC Issuer or any
Lending Installation or any corporation controlling any Lender or the LC Issuer. “Risk-Based
Capital Guidelines” means (i) the risk-based capital guidelines in effect in the U.S. on the
date of this Agreement, including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the U.S. implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence
of Capital Measurements and Capital Standards,” including transition rules, and any amendments to
such regulations adopted prior to the date of this Agreement.



     3.3. Availability of Types of Advances. If any Lender determines that maintenance of
its Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the Required Lenders
determine that (i) deposits of a type and maturity appropriate to match fund Fixed Rate Advances
are not available or (ii) the interest rate applicable to Fixed Rate Advances does not accurately
reflect the cost of making or maintaining Fixed Rate Advances, then the Agent shall suspend the
availability of Fixed Rate Advances and require any affected Fixed Rate Advances to be repaid or
converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts
required by Section 3.4.



     3.4. Funding Indemnification. If any payment of a Fixed Rate Advance occurs on a date
which is not the last day of the applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a Fixed Rate Advance is not made on the date specified by the Domestic
Borrower, for any reason other than default by the Lenders, the Borrower will indemnify each Lender
for any loss or cost incurred by
it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Fixed Rate Advance.



     3.5. Taxes.



     (a) All payments by the Borrower to or for the account of any Lender, the LC Issuer or the
Agent hereunder or under any Revolving Note or Facility LC Application shall be made free and clear
of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section
3.5) such Lender, the LC Issuer or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law, (d) the Borrower shall furnish to the Agent the original copy of a
receipt evidencing payment thereof within thirty days after such payment is made, and (e) and if
any such Lender or LC Issuer receives a credit against, remission for, or repayment of any tax paid
or payable by it in respect of or calculated with reference to the taxes giving rise to such
payment, such Lender or LC Issuer shall, within a reasonable time after it receives such credit,
remission or repayment, reimburse the Borrowers the amount of any such credit, remission or
repayment.







 









 





     (b) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary
taxes and any other excise or property taxes, charges or similar levies which arise from any
payment made by it hereunder or under any Revolving Note or Facility LC Application or from the
execution or delivery of, or otherwise with respect to, this Agreement or any Revolving Note or
Facility LC Application (“Other Taxes”).



     (c) The Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 3.5) paid by the Agent, the LC Issuer or such
Lender as a result of its Commitment, any Loans made by it hereunder, any Facility LC issued
hereunder or otherwise in connection with its participation in this Agreement and any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto. Payments
due under this indemnification shall be made within thirty days of the date the Agent, the LC
Issuer or such Lender makes demand therefor pursuant to Section 3.6.



     (d) Each Lender, other than Bank of Montreal, Toronto Branch and Bank of Montreal, London
Branch, that is not incorporated under the laws of the U.S. or a state thereof (each a
“Non-U.S. Lender”) agrees that it will (if it has not already done so), not more than five
days after the date that it enters into this Agreement, (i) deliver to the Domestic Borrower and
the Agent two duly completed copies of U.S. Internal Revenue Service Form W-8BEN or W-8ECI,
certifying in either case that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any U.S. federal income taxes, and (ii) deliver to the Agent a
U.S. Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from U.S. backup withholding tax, along with any additional certifications reasonably
required by the Domestic Borrower attesting to such Non-U.S. Lender’s qualification for exemption
from withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Domestic
Borrower and the Agent (x) renewals or additional copies of such form (or any successor form) on or
before the date that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Domestic Borrower or the Agent. All forms
or amendments described in the preceding sentence shall certify that such Non-U.S. Lender is
entitled to receive payments under this Agreement without deduction or withholding of any U.S.
federal income taxes, unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would otherwise be required
which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly
completing and delivering any such form or amendment with respect to it and such Non-U.S. Lender
advises the Domestic Borrower and the Agent that it is not capable of receiving payments without
any deduction or withholding of U.S. federal income tax.



     (e) For any period during which a Non-U.S. Lender has failed to provide the Domestic Borrower
with the form specified in the first sentence of Section 3.5(d) above (unless such failure
is due to a change in treaty, law or regulation, or any change in the interpretation or
administration thereof by any governmental authority, occurring subsequent to the date on which a
form originally was required to be provided), such Non-U.S. Lender shall not be entitled to








 









 







payment
under this Section 3.5 with respect to Taxes imposed by the U.S. attributable to such
failure; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form
required under Section 3.5(d), above, the Domestic Borrower shall take such steps as such
Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.



     (f) Any Lender that is entitled to an exemption from or reduction of withholding tax with
respect to payments under this Agreement or any Revolving Note pursuant to the law of any relevant
jurisdiction or any treaty shall deliver to the Domestic Borrower (with a copy to the Agent), at
the time or times prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate. If any such Lender applies for relief, as required by below, but is denied such
relief, it shall deliver to the Domestic Borrower (with a copy to the Agent), the appropriate
documentation setting forth the reason for such denial, and the Borrowers shall continue to make
the payments required pursuant to Subsection 3.5(a).



     (g) If the U.S. Internal Revenue Service or any other governmental authority of the U.S. or
any other country or any political subdivision thereof asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender failed to notify the
Agent of a change in circumstances which rendered its exemption from withholding ineffective, or
for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly
or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under
this subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Agent, which attorneys may be employees of the
Agent). The obligations of the Lenders under this Section 3.5(g) shall survive the payment
of the Obligations and termination of this Agreement.



     (h) A Borrower is not required to make an increased payment to a Lender under this Section
3.5 for a Tax Deduction in respect of tax imposed by the UK from a payment of interest, if on
the date on which the payment falls due:




(i) the payment could have been made to the relevant Lender without a Tax
Deduction if such Lender was a UK Qualifying Lender, but on that date that Lender is
not or has ceased to be a UK Qualifying Lender other than as a result of any change
after the date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or UK Treaty, or any published practice or
published concession of any relevant taxing authority; or




	 	(ii)	 	(A) the relevant Lender is a UK Non-Bank Lender, or would have
been a UK Non-Bank Lender were it not for any change after the date it became a
Lender under this Agreement in (or in the interpretation, administration, or
application of) any law or UK Treaty, or any published practice or concession
of any relevant taxing authority; and









 









 






	 	 	 	(B) the Board of the Inland Revenue has given (and not revoked) a direction
under section 349C of the UK Taxes Act (as that provision has effect on the
date on which the relevant Lender became a party to this Agreement) that
relates to that payment and that a Borrower has notified that UK Non-Bank
Lender of the precise terms of that notice;






(iii) the relevant Lender is a UK Treaty Lender and the Borrower making the payment
is able to demonstrate that the payment could have been made to the Lender without
the Tax Deduction had that Lender complied with its obligations under Subsection
3.5(i) below.



     (i) Without limiting each Lender’s rights to under Subsection 3.5(a) above, within a
reasonable amount of time, each UK Treaty Lender, the Agent and each Borrower that is required to
or will make a payment to which that UK Treaty Lender is entitled shall co-operate in completing
and shall each complete any procedural formalities necessary for that Borrower to obtain
authorization to make that payment without a Tax Deduction.



     (j) A UK Non-Bank Lender shall promptly notify the Domestic Borrower and the Agent if there is
any change in the position from that set out in the UK Tax Confirmation.



     (k) If a Borrower makes a Tax Payment and the relevant Lender determines that:




	 	(i)	 	a Tax Credit is attributable either to an increased payment of
which that Tax Payment forms part, or to that Tax Payment; and
	 
	 	(ii)	 	that Lender has obtained, utilized or retained that Tax Credit,




the Lender shall pay an amount to the Borrower which that Lender determines will leave it (after
that payment) in the same after-Tax position as it would have been in had the Tax Payment not been
made by the Borrower.




     (l) Chase represents and warrants to, and covenants with, the Borrowers that it is, as of the
Effective Date (i) not a non-resident of Canada within the meaning, for all purposes, of the Income
Tax Act (Canada), or (ii) it is a Schedule III Bank that will receive amounts under the Loan
Documents in connection with its Canadian banking business within the meaning of the Income Tax Act
(Canada) and such Lender covenants and agrees with the Borrowers and the Agent that if its status
changes it will notify the Borrowers and the Agent within 3 Business Days of such change.



     3.6. Lender Statements; Survival of Indemnity. To the extent reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to
reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to
avoid the unavailability of Fixed Rate Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such Lender to the Domestic Borrower (with a copy to the
Agent), as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written
statement shall set forth in









 









 




reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a Fixed Rate Loan
shall be calculated as though each Lender funded its Fixed Rate Loan through the purchase of a
deposit of the type and maturity corresponding to the deposit used as a reference in determining
the interest rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Domestic Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement, and in the case of obligations under Section
3.5, shall terminate
upon the expiration of all statute of limitation periods applicable to the final tax year in which
this Agreement is in effect.




ARTICLE IV




CONDITIONS PRECEDENT




     4.1. Effectiveness This Agreement will not become effective unless the Loan Parties
have satisfied each of the following conditions in a manner satisfactory to the Agent and the
Lenders, and with respect to any condition requiring delivery of any agreement, certificate,
document, or instrument, the Loan Parties shall have furnished to the Agent the requested number of
sufficient copies of any such agreement, certificate, document, or instrument for distribution to
the Lenders.



     (a) This Agreement or counterparts hereof shall have been duly executed by each Loan Party,
the Agent and the Lenders; and the Agent shall have received duly executed copies of the Loan
Documents and such other documents, instruments, and agreements, as the Agent shall reasonably
request in connection with the transactions contemplated by this Agreement and the other Loan
Documents, each in form and substance reasonably satisfactory to the Agent.



     (b) The Loan Parties shall have delivered an incumbency certificate, executed by its Company
Secretary or Assistant Secretary, which shall (i) identify by name and title and bear the
signatures of the Authorized Officers and any other officers such Loan Party authorized to sign the
Loan Documents to which such Loan Party is a party and (ii) include a copy of the resolutions of
such Loan Party approving the transactions contemplated by this Agreement and the other Loan
Documents, upon which certificate the Agent and the Lenders shall be entitled to rely until
informed of any change in writing by such Loan Party.



     (c) Each of the Canadian Borrower and the UK Borrower shall have delivered the necessary
Revolving Notes payable to the order of each Lender.



     (d) The Borrower shall have paid all of the fees and expenses of the Agent incurred in
connection with this Agreement.






 









 





     (e) The Loan Parties shall have delivered updated Schedules 1, 5.8, 5.23, 5.24, 5.26, 6.16
and 6.20.



     4.2. Each Credit Extension Except as otherwise expressly provided herein, the Lenders
shall not be required to make any Credit Extension if on the applicable Credit Extension Date:



     (a) There exists any Default or Unmatured Default or a Default or Unmatured Default shall
result from any such Credit Extension and the Agent or the Required Lenders shall have determined
not to make any Credit Extension as a result of such Default, Unmatured Default;



     (b) A Fixed Charge Coverage Ratio Condition exists or would result from any such Credit
Extension and the related Advance would not constitute Permitted Debt (as defined in the
Indenture);



     (c) Any representation or warranty contained in Article V is untrue or incorrect as of
such Credit Extension Date (except for representations and warranties that are made as of another
date, in which case such representation and warranties are true and correct as of such date), and
the Agent or the Required Lenders shall have determined not to make any Credit Extension as a
result of the fact that such representation or warranty is untrue or incorrect;



     (d) After giving effect to any Credit Extension, (i) if the applicable Credit Extension is a
Domestic Advance, there is no Domestic Availability, (ii) if the applicable Credit Extension is a
Canadian Advance, there is no Canadian Availability, (iii) if the applicable Credit Extension is a
UK Advance, there is no UK Availability, as the case may be, or (iv) regardless of the type of
Advance, there is no Availability; or



     (e) Any legal matter incident to the making of such Credit Extension shall not be satisfactory
to the Agent, the Lenders and their respective counsel.



Each Borrowing Notice or request for issuance of Facility LC with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.1 (and Section 4.1 of the Existing Loan Agreement) have
been satisfied and that none of the conditions set forth in Section 4.2 exist as of any
Credit Extension Date.



     4.3. Post-Closing Conditions. Except as otherwise provided herein, the Lenders shall
not be required to make any Credit Extensions if:



     (a) within sixty (60) days after the Effective Date, the Loan Parties have not commenced
machinery and equipment appraisals, in each case as the Agent shall request and which shall be
acceptable to the Agent; and



     (b) within sixty (60) days after the Effective Date, the Loan Parties have not delivered
updated Schedules not provided under Section 4.1(e) on the Effective Date.






 









 





ARTICLE V




REPRESENTATIONS AND WARRANTIES




     Each Loan Party represents and warrants to the Lenders as follows:



     5.1. Existence and Standing Each Loan Party is a corporation, partnership (in the
case of Subsidiaries only) or limited liability company duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept applies to such
entity) in good standing or in full force and effect under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its business in each
jurisdiction in which
its business is conducted, except where the failure to have such requisite authority would not have
or cause a Material Adverse Effect.



     5.2. Authorization and Validity. Each Loan Party has the corporate, partnership or
limited liability company, as the case may be, power and authority and legal right to execute and
deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The
execution and delivery by each Loan Party of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper corporate or other
proper proceedings, as the case may be, and the Loan Documents to which such Loan Party is a party
constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan
Party in accordance with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally.



     5.3. No Conflict; Government Consent. Neither the execution and delivery by any Loan
Party of the Loan Documents to which it is a party, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate (a) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party, (b) any
Loan Party’s memorandum, articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, by-laws, code of regulations,
or operating or other management agreement, as the case may be, or (c) the provisions of any
material indenture (including, without limitation, the Indenture), instrument or agreement to which
any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, or result in, or require, the creation or imposition of
any Lien (other than a Permitted Lien) in, of or on the Property of such Loan Party pursuant to the
terms of any such indenture (including, without limitation, the Indenture), instrument or
agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or
filing (other than the filing of the UK collateral documents, if necessary, at Companies House in
the UK), recording or registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has not been obtained
by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and
delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by
the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of
any of the Loan Documents.






 









 





     5.4. Security Interest in Collateral. The provisions of this Agreement and the other
Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Agent,
for the benefit of the Applicable Agent and the Lenders, and such Liens constitute perfected and
continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on the Collateral except
in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over
the Liens for the benefit of the Applicable Agent and Lenders pursuant to any applicable law or
agreement and (b) Liens perfected only by possession (including possession of any certificate of
title) to the extent the Agent, the Canadian Correspondent Lender or the UK Correspondent Lender
has not obtained or does not maintain possession of such Collateral.



     5.5 Financial Statements.



     (a) The audited consolidated financial statements of the Domestic Borrower and its
Subsidiaries heretofore delivered to the Domestic Lenders and each of the other financial
statements now or hereafter delivered pursuant to Section 6.1(a) were prepared in
accordance with GAAP (as in effect on the date such statements were prepared) and fairly present in
all material respects the consolidated financial condition and operations of the Domestic Borrower
and its Subsidiaries at such date and the consolidated results of their operations for the period
then ended. The unaudited consolidated financial statements of the Domestic Borrower and its
Subsidiaries heretofore now or hereafter delivered by the Domestic Borrower to the Domestic Lenders
and each of the other financial statements delivered pursuant to Section 6.1(b) and (c)
were prepared in accordance with GAAP (as in effect on the date such statements were prepared
except for the presentation of footnotes and for applicable normal year-end audit adjustments) and
fairly present in all material respects the consolidated financial condition and operations of the
Domestic Borrower and its Subsidiaries at such date and the consolidated results of their
operations for the period then ended.



     (b) The most recent Projections when delivered to the Agent and the Domestic Lenders,
including Projections delivered pursuant to Section 6.1(d), represent the Domestic
Borrower’s good faith estimate (based on assumptions that the Domestic Borrower believed at the
time to be reasonable) of the future financial performance of the Domestic Borrower and its
Subsidiaries for the period(s) set forth therein.



     5.6. Material Adverse Change. Since March 31, 2007, there has been no change in the
business, Property, prospects, condition (financial or otherwise) or results of operations of the
Loan Parties which could reasonably be expected to have a Material Adverse Effect.



     5.7. Taxes. The Loan Parties have filed all U.S. federal, state and local tax returns
and all other material tax returns which are required to be filed and have paid all material taxes
due pursuant to said returns or pursuant to any assessment received by any Loan Party, except such
taxes, if any, as are being contested in good faith and as to which adequate reserves have been
provided in accordance with GAAP and as to which no Lien exists. No tax liens have been filed and
no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on
the books of the Loan Parties in respect of any taxes or other governmental charges are adequate.






 









 





     5.8. Litigation and Contingent Obligations. Except as set forth on Schedule
5.8, there is no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their senior officers, threatened against or affecting any
Loan Party or ERISA Plan which could reasonably be expected to have a Material Adverse Effect or
which seeks to prevent, enjoin or delay the making of any Credit Extensions. Other than any
liability incident to any litigation, arbitration or proceeding which (i) could not reasonably be
expected to have a Material Adverse Effect or (ii) is set forth on Schedule 5.8, no Loan
Party has any material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.5.



     5.9. Capitalization and Subsidiaries. Schedule 5.9 sets forth (a) a correct
and complete list of the name and relationship to each Loan Party of each and all of the their
Subsidiaries of each Loan Party, (b) the location of the chief executive office of each Loan Party
and each of their Subsidiaries and each other location where any of them have maintained their
chief executive office in the past five years, (c) a true and complete listing of each class of
each of Loan Party’s authorized Capital Stock, of which all of such issued shares are validly
issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the
Persons identified on Schedule 5.9, and (d) the type of entity of each Loan Party and each
of their Subsidiaries. With respect to each Loan Party, Schedule 5.9 also sets forth the
employer or taxpayer identification number of each Loan Party and the organizational identification
number issued by the jurisdiction of organization of each Loan Party or a statement that no such
number has been issued. All of the issued and outstanding Capital Stock owned by any Loan Party
has been (to the extent such concepts are relevant with respect to such ownership interests) duly
authorized and issued and is fully paid and non-assessable.



     5.10. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the
aggregate exceed $7,800,000. The aggregate withdrawal liability the Loan Parties and each member
of their Controlled Group would incur if all such persons were to incur a “complete withdrawal”
(within the meaning of ERISA Section 4203) from the Multiemployer Plans as of the Borrowing Date
does not exceed $4,000,000. No Loan Party or any other member of the Controlled Group has incurred,
or is reasonably expected to incur, any excise tax or penalty relating to an ERISA Plan, any
material liability to the PBGC or any withdrawal liability to Multiemployer Plans. Each ERISA Plan
complies and has been administered in all material respects with all applicable requirements of law
and regulations, no Reportable Event, prohibited transaction (as defined in ERISA Section 406 or
Code Section 4975) or breach of fiduciary duty under ERISA has occurred with respect to any Plan,
no Loan Party or any other member of a Controlled Group has withdrawn from any Plan or initiated
steps to do so, and no steps have been taken to reorganize or terminate any Plan.



     5.11. Accuracy of Information. No information, exhibit or report furnished by any
Loan Party to the Agent or to any Lender in connection with the negotiation of, or compliance with,
the Loan Documents taken as a whole contained any material misstatement of fact or omitted to state
a material fact or any fact necessary to make the statements contained therein not misleading in
light of the circumstances in which such facts were presented.






 









 





     5.12. Names; Prior Transactions. Except as set forth on Schedule 5.12, the
Loan Parties have not, during the past five years, been known by or used any other corporate or
fictitious name, or been a party to any merger or consolidation, or been a party to any
Acquisition.



     5.13. Regulation U. No Loan 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”). No Loan Party owns any Margin Stock, and 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 Loan 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.



     5.14. Material Agreements. Schedule 5.14 hereto sets forth as of the
Effective Date all material agreements and contracts to which any Loan Party is a party or is bound
as of the date hereof (defined as being required to be listed in the Domestic Borrower’s filings
with the Securities and Exchange Commission). No Loan Party is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any
such material agreement to which it is a party or (b) any agreement or instrument evidencing or
governing Material Indebtedness.



     5.15. Compliance With Laws. The Loan Parties have complied with all applicable
statutes, rules, regulations, orders and legally enforceable restrictions of any domestic or
foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property.



     5.16. Ownership of Properties. Except as set forth on Schedule 5.16, on the
date of this Agreement, the Loan Parties will have good title, free of all Liens other than those
permitted by Section 6.21, to all of the Property reflected in the Loan Parties’ most
recent consolidated financial statements provided to the Agent as owned by the Loan Parties.



     5.17. Plan Assets; Prohibited Transactions. The Borrower is not an entity deemed to
hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as
defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code. The Borrower is an “operating company” as defined in 29
C.F.R 2510-101 (c).



     5.18. Environmental Matters. In the ordinary course of its business, the officers of
each Loan Party consider the effect of Environmental Laws on the business of such Loan Party, in
the course of which they identify and evaluate potential risks and liabilities accruing to such
Loan







 









 







Party due to Environmental Laws. The Loan Parties have complied with all Environmental Laws
in all material respects. Except as set forth on Schedule 5.18, no Loan Party has received
any notice to the effect that its operations are not in material compliance with any of the
requirements of applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any material remedial action is needed to respond to a release of
any toxic or hazardous waste or substance into the environment.



     5.19. Investment Company Act. No Loan Party is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



     5.20. Public Utility Holding Company Act. No Loan Party is a “holding company” or a
“subsidiary company” of a “holding company,” or an “Affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding
Company Act of 1935, as amended.



     5.21. Bank Accounts. Exhibit B to the Security Agreement contains a complete
and accurate list of all bank accounts, other than petty cash accounts with a balance of less than
$5,000, maintained by each Loan Party with any bank or other financial institution.



     5.22. Indebtedness. The Loan Parties have no Indebtedness, except for (a) the
Obligations and (b) any Indebtedness permitted under Section 6.16.



     5.23. Affiliate Transactions. Except for immaterial matters or as set forth on
Schedule 5.23, there are no existing or proposed agreements, arrangements, understandings,
or transactions between any Loan Party and any of the officers, members, managers, directors,
stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries)
of any Loan Party or any members of their respective immediate families, and none of the foregoing
Persons are directly or indirectly indebted to or have any direct or indirect ownership,
partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any
Loan Party has a business relationship or which competes with any Loan Party.



     5.24. Real Property; Leases. Schedule 5.24 sets forth a correct and complete
list of all real Property owned by each Loan Party, all material leases and subleases of real
Property by each Loan Party as lessee or sublessee, and all material leases and subleases of real
Property by each Loan Party as lessor or sublessor. For purposes of the foregoing sentence,
“material” shall mean a lease or sublease related to a location where Inventory in excess of
$1,000,000 is located. Each of such leases and subleases is valid and enforceable in accordance
with its terms and is in full force and effect, and no default by any party to any such lease or
sublease exists. Each Loan Party has good and indefeasible title in fee simple to the real
Property identified on Schedule 5.24 as owned by such Loan Party, or valid leasehold
interests in all real Property designated therein as “leased” by such Loan Party.



     5.25. Intellectual Property Rights. (a) Schedule 5.25 sets forth a correct and
complete list of all registered Intellectual Property Rights of each Loan Party; (b) none of the
Intellectual Property Rights listed in Schedule 5.25 is subject to any material licensing
agreement or similar







 









 







arrangement except as set forth in Schedule 5.25; (c) the Intellectual
Property Rights described in Schedule 5.25 constitute all of the material property of such
type necessary to the current and anticipated future conduct of the Loan Parties’ business; (d) to
the best of each Loan Party’s knowledge, no Intellectual Property Right, now employed, or now
contemplated to be employed, by any Loan Party infringes in any material respect upon any rights
held by any other Person; and (e) no claim or litigation regarding any of the foregoing is pending
or, to the knowledge of any Loan Party, threatened.



     5.26. Insurance. Each Loan Party maintains, with financially sound and reputable
insurers, insurance with coverage and limits as required by law and as is customary with Persons
engaged in the same businesses as such Loan Party. Schedule 5.26 lists all insurance
policies of
any nature maintained, by each Loan Party, as well as a summary of the terms of each such
policy.



     5.27. Solvency.



     (a) Immediately after the making of each Credit Extension, and after giving effect to the
application of the proceeds of such Credit Extensions (a) the fair value of the assets of each Loan
Party, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or
otherwise, of each Loan Party; (b) the present fair saleable value of the Property of each Loan
Party will be greater than the amount that will be required to pay the probable liability of each
Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which
to conduct the businesses in which it is engaged as such businesses are now conducted and are
presently proposed to be conducted after the date hereof.



     (b) The Borrower does not intend to, or to permit any of its Subsidiaries to, and does not
believe that they or any of its Subsidiaries will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by the
Domestic Borrower or any such Subsidiary and the timing of the amounts of cash to be payable on or
in respect of its Indebtedness or the Indebtedness of any such Subsidiary.



     5.28. Subordinated Indebtedness. The Secured Obligations constitute senior
indebtedness which is entitled to the benefits of the subordination provisions of all outstanding
Subordinated Indebtedness.



     5.29. Common Enterprise. The successful operation and condition of each of the Loan
Parties and the Parent is dependent on the continued successful performance of the functions of the
group of the Loan Parties and the Parent as a whole and the successful operation of each of the
Loan Parties and the Parent is dependent on the successful performance and operation of each other
Loan Party and the Parent. Each Loan Party and the Parent expects to derive benefit (and its board
of directors or other governing body has determined that it may reasonably be expected to derive
benefit), directly and indirectly, from (a) successful operations of each of the other Loan Parties
and the Parent and (b) the credit extended by the Lenders to the Borrowers







 









 







hereunder, both in their
separate capacities and as members of the group of companies. Each Loan Party and the Parent has
determined that execution, delivery, and performance of this Agreement and any other Loan Documents
to be executed by such Loan Party or the Parent is within its purpose, will be of direct and
indirect benefit to such Loan Party and the Parent, and is in its best interest.



     5.30. Reportable Transaction. The Domestic Borrower does not intend to treat the
Advances and related transactions as being a “reportable transaction” (within the meaning of
Treasury Regulation Section 1.6011-4). In the event the Domestic Borrower determines to take any
action inconsistent with such intention, it will promptly notify the Agent thereof.



     5.31. Indenture. (a) No Event of Default (as defined in the Indenture) or Default (as
defined in the Indenture) exists, nor will any such Event of Default or Default exist immediately
after the granting or continuation of any Loan, under the Indenture, the Senior Subordinated Notes
or any agreement executed by the Domestic Borrower in connection therewith; (b) no Loan Party or
any of its Subsidiaries has incurred any Designated Senior Debt (as defined in the Indenture) other
than the Secured Obligations; (c) no Loan Party or any of its Subsidiaries has incurred either
prior to or after the granting of any Loan, any Indebtedness (as defined in the Indenture) in
violation of Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) of the
Indenture; and (d) all of the Secured Obligations constitutes both Senior Debt (as defined in the
Indenture) and Designated Senior Debt (as defined in the Indenture).



     5.32. Permitted Indebtedness. The Secured Obligations, including any Canadian Advance
or UK Advance, constitute indebtedness permitted under the terms of the Indenture and, during any
Fixed Charge Condition Period, constitute Permitted Debt (as defined in Section 4.09(b) the
Indenture).



     5.33 Specifically Designated National and Blocked Persons. No Loan Party or any of
its Affiliates is a country, individual, or entity named on the Specifically Designated National
and Blocked Persons (SDN) list issued by the Office of Foreign Asset Control of the Department of
the Treasury of the United States of America.



ARTICLE VI




COVENANTS




     Each Loan Party executing this Agreement jointly and severally agrees as to all Loan Parties
that from and after the date hereof and until the Facility Termination Date:



     6.1. Financial and Collateral Reporting. The Domestic Borrower will maintain, for
itself and each of its Subsidiaries, a system of accounting established and administered to produce
financial statements that conform with GAAP, and will, through the Agent, furnish to the Lenders:



     (a) within 120 days after the close of each Fiscal Year of the Domestic Borrower and its
Subsidiaries, an unqualified (as to scope and without a going concern or similar qualifier)







 









 







audit
report certified by independent certified public accountants acceptable to the Agent, prepared in
all material respects in accordance with GAAP on a consolidated and consolidating basis
(consolidating statements need not be (1) prepared in accordance with GAAP or (2) certified by such
accountants), including balance sheets as of the end of such Fiscal Year and a statement of profit
and loss for the period then ended, and a consolidated statement of changes in shareholders’ equity
and a consolidated statement of cash flows, accompanied by (i) any management letter prepared by
said accountants and (ii) a certificate of said accountants that, in the course of their
examination necessary for their certification of the foregoing, they have obtained no knowledge of
any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or
Unmatured Default shall exist, stating the nature and status thereof;



     (b) within 50 days after the close of the first three quarterly periods of each Fiscal Year of
the Domestic Borrower and its Subsidiaries, consolidated and consolidating unaudited balance sheets
as at the close of each such Fiscal Quarter and consolidated and consolidating (which consolidating
statements need not be prepared in accordance with GAAP) statements of profit and loss for the
period then ended, and a consolidated statement of changes in shareholders’ equity and a
consolidated statement of cash flows for the period from the beginning of the applicable Fiscal
Year to the end of such Fiscal Quarter, all certified by its chief financial officer and prepared
in all material respects in accordance with GAAP (except for consolidating statements need not be
prepared in accordance with GAAP and except for exclusion of footnotes and subject to normal
year-end audit adjustments);



     (c) within 30 days after the close of each Fiscal Month of the Domestic Borrower and its
Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such
Fiscal Month and consolidated and consolidating (which consolidating statements may not be prepared
in accordance with GAAP) statements of profit and loss for the period then ended, and a
consolidated statement of changes in shareholders’ equity and a consolidated statement of cash
flows for the period from the beginning of the applicable Fiscal Year to the end of such Fiscal
Month, all prepared in all material respects in accordance with GAAP (except for exclusion of
footnotes and subject to normal year-end audit adjustments) and certified by (1) its chief
financial officer or (2) its controller and an executive officer;



     (d) as soon as available, but in any event not more than 30 days prior to the end of each
Fiscal Year, but prior to the end of such Fiscal Year, a draft copy on a business unit basis of the
plan and forecast of the Domestic Borrower and its Subsidiaries of the next Fiscal Year on an
annual basis and, not more than 90 days after the end of the Fiscal Year, a final copy of the plan
and forecast (including a projected consolidated and consolidating balance sheet, income statement
and funds flow statement) of the Domestic Borrower and its Subsidiaries for each Fiscal Quarter of
the next Fiscal Year (the “Projections”) in form reasonably satisfactory to the Agent;



     (e) together with each of the financial statements required under Sections 6.1(a) and
(b), a compliance certificate in substantially the form of Exhibit E (a “Compliance
Certificate”) signed by the (1) chief financial officer or (2) controller and executive officer
of the Domestic Borrower showing the calculations necessary to determine compliance with this
Agreement (including, without limitation, compliance with the Fixed Charge Coverage Ratio, if







 









 







applicable) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured
Default exists, stating the nature and status thereof;



     (f) At the Domestic Borrower’s option, as soon as available, and in any event no later than 3
Business Days after the end of each calendar week, a Borrowing Base Report showing the computation
of the Aggregate Borrowing Base in reasonable detail as of the close of business on the last day of
the immediately preceding week, together with such other information as is therein required, in
each case prepared by the Domestic Borrower and certified to by the Domestic Borrower’s chief
financial officer or controller;



     (g) as soon as available but in any event within 20 Business Days of the end of each Fiscal
Month, and at such other times as may be requested by the Agent, as of the period then ended, an
Aggregate Borrowing Base Certificate and supporting information, including, without limitation, a
Borrowing Base Certificate from each Loan Party, in connection therewith;



     (h) as soon as available but in any event within 20 days (30 days with respect to subpart (iv)
below) of the end of each Fiscal Month and at such other times as may be requested by the Agent, as
of the period then ended:




     (i) a detailed accounts receivable aging for each Loan Party (1) specifying the name
and balance due for each Account Debtor and (2) reconciled to the Aggregate Borrowing Base
Certificate delivered as of such date prepared in a manner reasonably acceptable to the
Agent;




     (ii) a schedule detailing each Loan Party’s Inventory, in form satisfactory to the
Agent, (1) by location (including any Inventory located with a third party under any
consignment, bailee arrangement, or warehouse agreement), product type, volume on hand,
which Inventory shall be valued at the lower of cost (determined on a first-in, first-out
basis) or market and adjusted for Reserves as the Agent has previously indicated to such
Loan Party are deemed by the Agent to be appropriate, (2) including a report of any
variances or other results of Inventory counts performed by such Loan Party since the last
Inventory schedule (including information regarding sales or other reductions, additions,
returns, credits issued by such Loan Party and complaints and claims made against such Loan
Party), and (3) reconciled to such Loan Party’s Borrowing Base Certificate delivered as of
such date;




     (iii) a worksheet of calculations prepared by the Domestic Borrower to determine
Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and
Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such
exclusion; and




     (iv) a reconciliation of the applicable Loan Parties’ Accounts and Inventory between
the amounts shown in such Loan Parties’ books and financial statements and the reports
delivered pursuant to clauses (i) and (ii) above;






 









 





     (i) as soon as available but in any event within 20 days of the end of each Fiscal Month and
at such other times as may be requested by the Agent, as of the month then ended, a schedule and
aging or listing of the Loan Parties’ accounts payable;



     (j) promptly upon the Agent’s request:




     (i) copies of invoices in connection with the invoices issued by the Loan Parties in
connection with any Accounts, credit memos, shipping and delivery documents, and other
information related thereto; and




     (ii) copies of purchase orders, invoices, and shipping and delivery documents in
connection with any Inventory or Equipment purchased by any Loan Party.



     (k) as soon as possible and in any event within two-hundred and seventy days after the close
of the Fiscal Year of the Domestic Borrower, a statement of the Unfunded Liabilities of each Single
Employer Plan, certified as correct by an actuary enrolled under ERISA;



     (l) as soon as possible and in any event within 10 days after any Loan Party knows that any
Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial
officer of such Loan Party, describing said Reportable Event and the action which such Loan Party
proposes to take with respect thereto;



     (m) as soon as possible and in any event within 10 days after receipt by any Loan Party, a
copy of (i) any notice or claim to the effect that any Loan Party is or may be liable to any Person
as a result of the release by any Loan Party, or any other Person of any toxic or hazardous waste
or substance into the environment, and (ii) any notice alleging any violation of any federal, state
or local environmental, health or safety law or regulation by the any Loan Party;



     (n) within 30 days after the first date on which the Availability is less than $25,000,000
and, as the Agent may request, no more than once during any twelve-month period thereafter, so long
as the Availability remains less than $25,000,000, an updated Customer List, certified as true and
correct by an Authorized Officer of each Loan Party;



     (o) concurrently with the furnishing thereof to the shareholders of the Parent, copies of all
financial statements, reports and proxy statements so furnished;



     (p) promptly upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports which any Loan Party files with the Securities and
Exchange Commission; and



     (q) such other information (including non-financial information) as the Agent or any Lender
may from time to time reasonably request.


In addition, not later than 20 days after the end of each Fiscal Month, the Domestic Borrower shall
cause each Loan Party to submit a Borrowing Base Certificate to the Domestic Borrower with respect
to its borrowing base for the immediately preceding month, and the Domestic






 









 






Borrower shall retain
such Borrowing Base Certificate and deliver same to the Agent upon the Agent’s request therefor.




     6.2. Use of Proceeds.



     (a) The Domestic Borrower will use the proceeds of the Credit Extensions for general corporate
purposes (not otherwise prohibited by this Agreement).



     (b) The Domestic Borrower will not, nor will it permit any Loan Party to, use any of the
proceeds of the Credit Extensions to (i) purchase or carry any Margin Stock in violation of
Regulation U, (ii) repay or refinance any Indebtedness of any Person incurred to buy or carry any
Margin Stock, or (iii) acquire any security in any transaction that is subject to Section 13 or
Section 14 of the Securities Exchange Act of 1934 (and the regulations promulgated thereunder).



     (c) The Domestic Borrower will not, nor will it permit any Loan Party to, use any of the
proceeds of Credit Extensions in any manner not permitted under the Indenture or in any manner that
would otherwise cause a default under or a breach of the Indenture.



     6.3 Notices. Each Loan Party, through the Domestic Borrower, will give prompt notice
in writing to the Agent of:



     (a) the occurrence of any Default or Unmatured Default;



     (b) any other development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect;



     (c) the assertion by the holder of any Indebtedness of any Loan Party in excess of $5,000,000
that any default exists with respect thereto or that any Loan Party is not in compliance therewith;



     (d) receipt of any written notice that any Loan Party is subject to any investigation by any
governmental entity with respect to any potential or alleged violation of any applicable
Environmental Law that would reasonably be expected to have a Material Adverse Effect or of
imposition of any Lien against any Property of any Loan Party for any material liability with
respect to damages arising from, or costs resulting from, any violation of any Environmental Laws;



     (e) receipt of any notice of litigation commenced or threatened against any Loan Party that
(i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or
instituted against any Multiemployer Plan or ERISA Plan, its fiduciaries or its assets, (iv)
alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or
seeks remedies in connection with, any Environmental Laws; or (vi) involves any product recall to
the extent that such product recall would have a Material Adverse Effect;



     (f) any Lien (other than Permitted Liens) or claim made or asserted against any material
portion of the Collateral;






 









 





     (g) unless otherwise permitted hereunder, its decision to change, (i) such Loan Party’s name
or type of entity, (ii) such Loan Party’s articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization, by-laws, or
operating or other management agreement, and (iii) the location where any Collateral is held or
maintained; provided that in no event shall the Agent receive notice of such change less than
thirty days prior thereto;



     (h) commencement of any proceedings contesting any tax, fee, assessment, or other governmental
charge in excess of $250,000;



     (i) the opening of any new deposit account by any Loan Party with any bank or other financial
institution other than Agent;



     (j) any loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more,
whether or not covered by insurance;



     (k) any and all payment or other material default notices received under or with respect to
any leased location or public warehouse where Collateral with a value in excess of $1,000,000 is
located (which shall be delivered within two Business Days after receipt thereof);



     (l) all material amendments to real estate leases where Collateral in excess of $1,000,000 is
located, together with a copy of such amendment;



     (m) the fact that such Loan Party has entered into a Rate Management Transaction or an
amendment to a Rate Management Transaction, other than, each case, any Rate Management Transaction
with the Agent, together with copies of all agreements evidencing such Rate Management Transactions
or amendments thereto (which shall be delivered within two Business Days);



     (n) any notice provided to the trustee or the Senior Subordinated Noteholders under the
Indenture or the Senior Subordinated Notes, such notice to be contemporaneously delivered by the
Domestic Borrower to the Agent and the Domestic Lenders; and



     (o) any other matter as the Agent may reasonably request.



     6.4. Conduct of Business. Each Loan Party will:



     (a) carry on and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted;



     (b) do all things necessary to remain duly incorporated or organized, validly existing and (to
the extent such concept applies to such entity) in good standing as a domestic corporation,
partnership or limited liability company in its jurisdiction of incorporation or organization, as
the case may be, and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted;






 









 





     (c) keep adequate books and records with respect to its business activities in which proper
entries, reflecting all financial transactions, are made as necessary to permit preparation of the
Domestic Borrower’s consolidated financial statements in accordance in all material respects with
GAAP and on a basis consistent with the Financial Statements delivered to the Agent pursuant to
Section 4.1(l);



     (d) 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 the Loan Parties’ practices; and



     (e) transact business only in such corporate and trade names as are set forth in Schedule
5.12.



     6.5. Taxes. Each Loan Party will timely file complete and correct U.S. federal and
applicable foreign, state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits, Property or
Collateral, except those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been provided for in accordance with GAAP on the
Domestic Borrower’s consolidated financial statements.



     6.6. Payment of Indebtedness and Other Liabilities. Each Loan Party will pay or
discharge when due all Indebtedness permitted by Section 6.16 owed by such Loan Party and
all other liabilities and obligations due to materialmen, mechanics, carriers, warehousemen, and
landlords, except that the Loan Parties may in good faith contest, by appropriate proceedings
diligently pursued, any such obligations; provided that, (a) adequate reserves have been set aside
for such liabilities in accordance with GAAP, (b) such liabilities would not result in aggregate
liabilities in excess of $5,000,000, (c) no Lien shall be imposed to secure payment of such
liabilities that is superior to the Applicable Agent’s Liens securing the Secured Obligations, (d)
no material portion of the Collateral becomes subject to forfeiture or loss as a result of the
contest and (e) such Loan Party shall promptly pay or discharge such contested liabilities, if any,
and shall deliver to the Agent evidence reasonably acceptable to the Agent of such compliance,
payment or discharge, if such contest is terminated or discontinued adversely to such Loan Party or
the conditions set forth in this proviso are no longer met.



     6.7. Insurance



     (a) Each Loan Party shall at all times maintain, with financially sound and reputable
carriers, insurance against: (i) loss or damage by fire and loss in transit; (ii) theft, burglary,
pilferage, larceny, embezzlement, and if available and appropriate other criminal activities; (iii)
business interruption; (iv) general liability; and (v) and such other hazards, as is customary in
the business of such Loan Party. All such insurance shall be in amounts, cover such assets and be
under policies customary with the Loan Parties’ business and acceptable to the Agent in its
Permitted Discretion. In the event any Collateral is located in any area that has been designated
by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the







 









 







applicable
Loan Party shall purchase and maintain flood insurance on such Collateral (including any personal
Property which is located on any real Property leased by such Loan Party within a “Special
Flood Hazard Area”). The amount of all insurance required by this Section shall at a
minimum comply with applicable law, including the Flood Disaster Protection Act of 1973, as
amended. All premiums on such insurance shall be paid when due by the applicable Loan Party. If
any Loan Party fails to obtain any insurance as required by this Section, the Agent at the
direction of the Required Lenders may obtain such insurance at the Domestic Borrower’s
expense. By doing so, the Agent shall not be deemed to have waived any Default or Unmatured
Default arising from any Loan Party’s failure to maintain such insurance or pay any premiums
therefor. No Loan Party will use or permit any Property to be used in material violation of
applicable law or in any manner which might render inapplicable any insurance coverage.



     (b) All insurance policies required under Section 6.7(a) shall name the Agent (for the
benefit of the Agent and the Lenders) as an additional insured or as loss payee, as applicable, and
shall provide that, or contain loss payable clauses or mortgagee clauses, in form and substance
satisfactory to the Agent, which provide that:




     (i) all proceeds thereunder with respect to any Collateral shall be payable to the
Agent;




     (ii) no such insurance shall be affected by any act or neglect of the insured or owner
of the Property described in such policy; and




     (iii) such policy and loss payable clauses may be canceled, amended, or terminated only
upon at least thirty days prior written notice given to the Agent.



     (c) Notwithstanding the foregoing, any property insurance or condemnation proceeds received by
the Loan Parties (other than any such proceeds relating to assets located in Canada or the UK that
do not cover Inventory or Accounts) shall be immediately forwarded to the Agent and the Agent may,
at its option, apply any such proceeds to the reduction of the Obligations in accordance with
Section 2.15, provided that (i) in the case of such proceeds pertaining to a Domestic Loan
Party, in the absence of an Event of Default, such proceeds shall be applied to the Obligations
owing by the Domestic Borrower, (ii) in the case of such proceeds pertaining to a Canadian Loan
Party such proceeds shall be applied to the Obligations of the Canadian Borrower, and (iii) in the
case of such proceeds pertaining to a UK Loan Party, such proceeds shall be applied to the
Obligations of the UK Borrowers. The Agent may permit or require any Loan Party to use such
proceeds, 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 $3,000,000 for any single event, the Agent shall permit such
Loan Party to replace, restore, repair or rebuild the property; provided that, if such Loan Party
has not completed or entered into binding agreements to complete such replacement, restoration,
repair or rebuilding within 180 days of such casualty, the Agent may apply such insurance proceeds
to the Obligations in accordance with Section 2.15. All insurance proceeds made available
to any Loan Party to







 









 







replace, repair, restore or rebuild the Collateral shall be deposited in a
cash collateral account maintained with the Agent. Thereafter, such funds shall be made available
to the applicable Loan Party to provide funds to replace, repair, restore or rebuild the Collateral
as follows:




     (i) the Domestic Borrower shall request a release from the cash collateral account be
made to the applicable Loan Party in the amount requested to be released; and




     (ii) so long as the conditions set forth in Section 4.2 have been met, the
Agent shall release funds from the cash collateral account.



     6.8. Compliance with Laws. Except where the failure to comply would not have a
Material Adverse Effect, each Loan Party will comply with all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject including, without
limitation, all Environmental Laws.



     6.9. Inspection. Each Loan Party will permit the Agent by its employees,
representatives and agents, from time to time upon two Business Days’ prior notice as frequently as
the Agent reasonably determines to be appropriate, to (a) inspect any of the Property, the
Collateral, and the books and financial records of such Loan Party, (b) examine, audit and make
extracts or copies of the books of accounts and other financial records of such Loan Party, (c)
have access to its properties, facilities, the Collateral and its advisors, officers, directors and
employees to discuss the affairs, finances and accounts of such Loan Party and (d) review, evaluate
and make test verifications and counts of the Accounts, Inventory and other Collateral of such Loan
Party. If a Default has occurred and is continuing, each Loan Party shall provide such access to
the Agent and to each Lender at all times and without advance notice. Furthermore, so long as any
Default has occurred and is continuing, each Loan Party shall provide the Agent and each Lender
with access to its suppliers. Each Loan Party shall promptly make available to the Agent and its
counsel originals or copies of all books and records that the Agent may reasonably request. The
Loan Parties acknowledge that from time to time the Agent may prepare and may distribute to the
Lenders certain audit reports pertaining to the Loan Parties’ assets for internal use by the Agent
and the Lenders from information furnished to the Agent by or on behalf of the Loan Parties, after
the Agent has exercised its rights of inspection pursuant to this Agreement.



     6.10. Appraisals. Once every Fiscal Year for Inventory (beginning with Fiscal Year
2008) and once every three Fiscal Years for Equipment (beginning with Fiscal Year 2007) and real
Property (beginning with Fiscal Year 2008), and, at any time during the existence of an Unmatured
Default or a Default, at the request of the Agent, the Loan Parties shall, at their sole expense,
provide the Agent with appraisals or updates thereof of their Inventory, Equipment and real
Property from an appraiser, and prepared on a basis, reasonably satisfactory to the Agent, such
appraisals and updates to include, without limitation, information required by applicable law and
regulations and by the internal policies of the Lenders.



     6.11. Communications with Accountants. Each Loan Party executing this Agreement
authorizes (a) the Agent, and (b) so long as a Default has occurred and is continuing, each Lender,
to communicate, upon advance notice to the Domestic Borrower, directly with its independent
certified public accountants and authorizes and shall instruct those accountants and







 









 







advisors to
communicate to the Agent and each Lender information relating to any Loan Party with respect to the
business, results of operations and financial condition of any Loan Party.



     6.12. Collateral Access Agreements and Real Estate Purchases. Each Loan Party shall
use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor of each
leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse,
processor or converter facility or other location where Collateral is stored or located,
which agreement or letter shall contain a waiver or subordination of all Liens or claims that
the landlord, mortgagee or bailee or consignee may assert against the Collateral at that location,
and shall otherwise be reasonably satisfactory in form and substance to the Agent. After the
Effective Date, no real Property or warehouse space shall be leased by any Loan Party and no
Inventory shall be shipped to a processor or converter under arrangements established after the
Effective Date without the prior written consent of the Agent (which consent, in the Agent’s
discretion, may be conditioned upon the exclusion from the Domestic Borrowing Base of 3 months rent
at that location in accordance with subpart (h) of the definition of Eligible Inventory)
or, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with
respect to such location. Each Loan Party shall timely and fully pay and perform in all material
respects its obligations under all leases and other agreements with respect to each leased location
or third party warehouse where any Collateral is or may be located. To the extent permitted
hereunder, if any Loan Party proposes to acquire a fee ownership interest in real Property after
the Effective Date, it shall (a) if proceeds of the Loans were not used to purchase such real
Property, provide to the Agent in escrow a mortgage or deed of trust granting the Agent a first
priority Lien on such real Property, or (b) if proceeds of the Loans were used to purchase such
real Property, provide to the Agent a mortgage or deed of trust granting the Agent a first priority
Lien on such real Property, together with an environmental audit, mortgage title insurance
commitment, real property survey, local counsel opinion, and, if required by the Agent,
supplemental casualty insurance and flood insurance, and such other documents, instruments or
agreements reasonably requested by the Agent, in each case, in form and substance reasonably
satisfactory to the Agent.



     6.13. Deposit Account Control Agreements. The Loan Parties will provide to the Agent a
Deposit Account Control Agreement duly executed on behalf of each financial institution holding a
deposit account of a Loan Party as set forth in the Security Agreement; provided that the Agent
may, in its Permitted Discretion, defer delivery of any such Deposit Account Control Agreement,
establish a Reserve with respect to any deposit account for which the Agent has not received such
Deposit Account Control Agreement, or require the Loan Party to open and maintain a new deposit
account with a financial institution subject to a Deposit Account Control Agreement.



     6.14 Additional Collateral; Further Assurances.



     (a) Subject to applicable law, each Loan Party shall, unless the Required Lenders otherwise
consent, except as otherwise permitted hereunder (i) cause each Subsidiary of the Domestic Borrower
(excluding any Foreign Subsidiary) to become or remain a Loan Party and a Guarantor and (ii) cause
each Subsidiary of the Domestic Borrower (excluding any Foreign Subsidiary) formed or acquired
after the Effective Date in accordance with the terms of this Agreement to (1) become a party to
this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the
“Joinder Agreement”), and (2) guarantee payment and performance of







 









 







the Guaranteed
Obligations pursuant to the Guaranty and enter into a Security Agreement granting to the Agent, for
the benefit of the Domestic Lenders, a first priority security interest in all of its personal
property. Upon execution and delivery of such Loan Documents and other instruments, certificates,
and agreements, each such Person shall automatically become a Guarantor hereunder and thereupon
shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan
Documents.



     (b) Upon the request of the Agent, (i) each Domestic Loan Party shall grant Liens to the Agent
in respect of the Obligations, each Canadian Loan Party shall grant Liens to the Canadian
Correspondent Lender in respect of the Canadian Obligations and the UK Obligations, and each UK
Loan Party shall grant Liens to the UK Correspondent Lender in respect of the UK Obligations and
Canadian Obligations, in each case for the benefit of the Applicable Agent, and the applicable
Lenders, pursuant to such documents as the Applicable Agent may reasonably deem necessary and
deliver such property, documents, and instruments as the Applicable Agent may request to perfect
the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, and (ii) in
connection with the foregoing requirements, deliver to the Agent all items of the type required by
Section 4.1 (as applicable). Notwithstanding the foregoing, the Loan Parties shall not be
required to grant mortgages for the benefit of the Applicable Agent and the Domestic Lenders on
their real Property (other than those granted on or before the Effective Date) so long as the
Availability exceeds $25,000,000. If, at any time, the Availability falls below $25,000,000, the
Agent, in the Agent’s sole and absolute discretion, shall have the right to require perfected,
first priority mortgage liens on the Domestic Borrower’s real Property located in the United States
at the Domestic Borrower’s sole cost and expense. Upon the occurrence of a Default, the Agent, in
the Agent’s sole and absolute discretion, shall have the right to require perfected, first priority
liens on the real Property of the Canadian Borrower and the UK Borrower at such Borrower’s sole
cost or expense.



     (c) The Parent will cause 100% of the issued and outstanding Capital Stock of the Domestic
Borrower to be subject at all times to a first priority, perfected Lien in favor of the Agent
pursuant to the terms and conditions of the Loan Documents or other security documents as the Agent
shall reasonably request. Upon the occurrence and at all times during the existence of a Default
under this Agreement, the Domestic Borrower shall, upon the request of Agent, in its sole and
absolute discretion, cause (i) 100% of the issued and outstanding Capital Stock of each of its
Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in an
applicable law after the date hereof, (1) could not reasonably be expected to cause the
undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could
not reasonably be expected to cause any material adverse tax consequences) of the issued and
outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each first-tier Foreign Subsidiary directly
owned by the Domestic Borrower or any Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Agent pursuant to the terms and conditions of the Loan
Documents or other security documents.






 









 





     (d) Without limiting the foregoing, each Loan Party shall, and shall cause each of its
Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to,
execute and deliver, or cause to be executed and delivered, to the Agent such documents and
agreements, and shall take or cause to be taken such actions as the Agent and the Required Lenders
may, from time to time, reasonably request to carry out the terms and conditions of this Agreement
and the other Loan Documents.



     6.15. Dividends.



     (a) No Loan Party will declare or pay any dividends or make any distributions on its Capital
Stock (other than dividends or distributions permitted under the Indenture and those payable in its
own common stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at
any time outstanding, except that, if no Default or Unmatured Default has occurred or is continuing
or would result after giving effect to such payment, (i) any Subsidiary may declare and pay
dividends or make distributions to a Loan Party or to a Wholly-Owned Subsidiary and (ii) the
Domestic Borrower may declare and pay dividends or make distributions to the Parent in an aggregate
amount not to exceed $750,000 in any Fiscal Year; and (iii) the Domestic Borrower may declare and
pay additional dividends or make additional distributions to the Parent as long as (A) prior to and
after giving effect to such dividend or distribution, Availability equals or exceeds $35,000,000
and (B) the Debt Service Coverage Ratio, determined as of the end of the most-recently completed
Fiscal Quarter prior to the payment date of any such dividend or distribution, for the then
most-recently completed four Fiscal Quarters, is not less than 1.25 to 1.00, the permitted amount
of such dividends and distributions shall be unlimited.



     (b) No Loan Party shall directly or indirectly enter into or become bound by any agreement,
instrument, indenture or other obligation (other than this Agreement and the other Loan Documents)
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 to a Borrower.



     6.16. Indebtedness. The Domestic Borrower will not, nor will it permit any Loan Party
to, create, incur or suffer to exist any Indebtedness, except:



     (a) the Obligations;



     (b) Indebtedness existing on the date hereof and described in Schedule 6.16;



     (c) purchase money Indebtedness or Capitalized Lease Obligations or Indebtedness incurred in
connection with the purchase of any Equipment; provided that, the amount of such purchase money
Indebtedness and Capitalized Lease Obligations shall be limited to an amount not in excess of the
purchase price of such Equipment and the aggregate of all such purchase money Indebtedness and
Capitalized Lease Obligations incurred in any Fiscal Year shall not exceed $8,000,000;






 









 





     (d) Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b) and (c) hereof; provided that, (i) the principal
amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such
Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party
that is not originally obligated with respect to repayment of such Indebtedness is required to
become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result
in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced,
renewed, (v) the terms of any such extension, refinancing, or renewal are not materially less
favorable to the obligor thereunder than the original terms of such Indebtedness, and (iv) if the
Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the
Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness
must include subordination terms and conditions that are at least as favorable to the Agent and the
Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;



     (e) Indebtedness owing by any Loan Party to any other Loan Party with respect to intercompany
loans, provided further, that:




     (i) the applicable Loan Parties shall have executed and delivered to such Loan Party,
on the Effective Date, a demand note (collectively, the “Intercompany Notes”) to
evidence any such intercompany Indebtedness owing at any time by any Loan Party to any other
Loan Party, which Intercompany Notes shall be in form and substance reasonably satisfactory
to the Agent and shall be pledged and delivered to the Agent pursuant to the Security
Agreement as additional collateral security for the Secured Obligations;




     (ii) the Loan Parties shall record all intercompany transactions on their books and
records in a manner reasonably satisfactory to the Agent;




     (iii) the obligations of the Loan Parties under any such Intercompany Notes shall be
subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably
satisfactory to the Agent;




     (iv) at the time any such intercompany loan or advance is made by a Loan Party and
after giving effect thereto, such Loan Party shall be Solvent;




     (v) no Default or Unmatured Default would occur and be continuing after giving effect
to any such proposed intercompany loan;




     (vi) each intercompany loan from a Borrower shall be to a Borrowing Loan Party that is
wholly owned by a Borrower or any wholly owned Subsidiary of a Borrower, and shall be in
accordance with the provisions of Section 17.4 hereof; and




     (vii) all such Indebtedness under Intercompany Notes shall otherwise constitute
Permitted Debt (as defined in the Indenture).






 









 





     (f) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the
ordinary course of business, (ii) consisting of the Reimbursement Obligations and (iii) consisting
of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party if
the primary obligation is expressly permitted elsewhere in this Section 6.16;



     (g) Indebtedness arising under Rate Management Transactions related to the Loans having a Net
Mark-to-Market Exposure not exceeding $2,000,000;



     (h) the Subordinated Indebtedness of the Domestic Borrower incurred under the Senior
Subordinated Notes in an aggregate original principal amount not to exceed $210,000,000, provided
that such Subordinated Indebtedness may not be renewed, extended or increased;



     (i) other unsecured Indebtedness in an amount, for the Domestic Borrower and all of its
Subsidiaries, not in excess of $2,000,000; and



     (j) Indebtedness arising under the UK Overdraft Facility.



     6.17. Capital Structure. Except as otherwise permitted herein, no Loan Party shall
make any change in its capital structure. If all or any part of a Loan Party’s Capital Stock has
been pledged to the Agent, that Loan Party shall not issue additional Capital Stock.



     6.18. Merger. No Loan Party will merge or consolidate with or into any other Person,
except that (a) any Subsidiary of the Domestic Borrower may merge into a Wholly-Owned Subsidiary of
the Domestic Borrower (or the Domestic Borrower so long as the Indenture is no longer in effect)
and (b) any Loan Party (other than the Domestic Borrower) may merge with any other Loan Party.



     6.19. Sale of Assets. No Loan Party will lease, sell or otherwise dispose of its
Property (including any Capital Stock owned by it) to any other Person (other than another Loan
Party), except:



          (a) sales of Inventory in the ordinary course of business;



          (b) as long as no Default or Event of Default has occurred and is continuing, the sale or
other disposition of Equipment (i) that is obsolete, (ii) with a fair market value of up to
$1,000,000 in the aggregate during the term of this Agreement that is no longer useful in such Loan
Party’s business, and (iii) with a fair market value in excess of $1,000,000 in the aggregate
during the term of this Agreement that is no longer useful in such Loan Party’s business if such
sale is permitted by the Agent in writing; provided that, in each case, such sale is in compliance
with the terms of the Indenture;



          (c) as long as no Default or Event of Default has occurred and is continuing, for (i) the sale
of assets classified on the Domestic Borrower’s consolidated balance sheet on the Closing Date as
“Held for Sale,” (ii) the sale or disposition of assets having a fair market value as determined in
the Agent’s reasonable discretion not exceeding $5,000,000 in the aggregate







 









 







during the term of this
Agreement and (iii) the sale or disposition of other additional assets having a fair market value
as determined in the Agent’s reasonable discretion exceeding $5,000,000 but less than $25,000,000
in the aggregate during the term of this Agreement; provided that the proceeds of any such sale or
disposition shall be delivered to the Agent as required by Section 2.15(b) and applied to
the Obligations as set forth therein; and



          (d) the sale of Accounts owed by Volvo or Mack to a Domestic Loan Party if, prior to such
sale, (i) the Domestic Borrower delivers a new Borrowing Base Certificate to the
Agent that gives effect to such sale, (ii) the proceeds of such sale are used to pay down the
Domestic Revolving Loans, (iii) the proceeds of such sale are at least equal to the amount of the
advance rate for such Accounts prior to such sale and (iv) the Domestic Borrower provides the Agent
with such other documents and information as the Agent may reasonably request.


The proceeds of any sale or disposition permitted pursuant to this Section shall be delivered to
the Agent if required by Section 2.15 and applied to the Obligations as set forth therein.




     6.20. Investments and Acquisitions. No Loan Party will (a) make or suffer to exist
any Investments (including without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, (b) create any Subsidiary except as permitted herein, (c)
become or remain a partner in any partnership or joint venture, or (d) make any Acquisition,
except:




     (i) Cash Equivalent Investments, subject to control agreements in favor of the Agent
for the benefit of the Lenders or otherwise subject to a perfected security interest in
favor of the Agent for the benefit of the Lenders;




     (ii) existing Investments in Subsidiaries;




     (iii) other Investments in existence on the Effective Date and described in
Schedule 6.20;




     (iv) Investments consisting of loans or advances made to employees of such Loan Party
on an arms-length basis in the ordinary course of business consistent with past practices
for travel and entertainment expenses, relocation costs and similar purposes up to a maximum
of $10,000 to any employee and up to a maximum of $25,000 in the aggregate at any one time
outstanding;




     (v) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments
comprised of notes payable, or stock or other securities issued by Account Debtors to such
Loan Party pursuant to negotiated agreements with respect to settlement of such Account
Debtor’s Accounts in the ordinary course of business, consistent with past practices;




     (vi) other Investments in Subsidiaries of a Loan Party not to exceed $10,000,000 in the
aggregate during the term of this Agreement;






 









 






     (vii) other Investments not to exceed $5,000,000 in the aggregate during the term of
this Agreement; and




     (viii) Acquisitions not to exceed $1,000,000 each and an aggregate amount not to exceed
$5,000,000 during any four (4) consecutive Fiscal Quarters, unless the Domestic Borrower
receives prior written consent from the Agent; provided that, if (A) prior to and after
giving effect to such Acquisition, Availability equals or exceeds $35,000,000, (B) the Debt
Service Coverage Ratio, determined as of the most-recently
completed Fiscal Quarter prior to the date of such Acquisition, for the then most-recently
completed four (4) Fiscal Quarters, is no less than 1.25 to 1.00, and (C) prior to and after
giving effect to such Acquisition, no Default or Event of Default exists, there shall be no
limitation on Acquisitions under this Section 6.20(d)(ix).



     6.21. Liens.



     (a) No Loan Party will create, incur, or suffer to exist any Lien in, of, or on the Property
of such Loan Party, except the following (collectively, “Permitted Liens”):




     (i) Liens for taxes, fees, assessments, or other governmental charges or levies on the
Property of such Loan Party if such Liens (a) shall not at the time be delinquent or (b) do
not secure obligations in excess of $250,000, are being contested in good faith and by
appropriate proceedings diligently pursued, adequate reserves in accordance with GAAP have
been provided on the books of such Loan Party, and a stay of enforcement of such Lien is in
effect;




     (ii) Liens imposed by law, such as carrier’s, warehousemen’s, and mechanic’s Liens and
other similar Liens arising in the ordinary course of business which secure payment of
obligations not more than ten days past due or which are being contested in good faith by
appropriate proceedings diligently pursued and for which adequate reserves shall have been
provided on such Loan Party’s books;




     (iii) statutory Liens in favor of landlords of real Property leased by such Loan Party;
provided that such Loan Party is current with respect to payment of all rent and other
material amounts due to such landlord under any lease of such real Property;




     (iv) Liens arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement benefits,
or similar legislation or to secure the performance of bids, tenders, or contracts (other
than for the repayment of Indebtedness) or to secure indemnity, performance, or other
similar bonds for the performance of bids, tenders, or contracts (other than for the
repayment of Indebtedness) or to secure statutory obligations (other than material liens
arising under ERISA or Environmental Laws) or surety or appeal bonds, or to secure
indemnity, performance, or other similar bonds;




     (v) utility easements, building restrictions, and such other encumbrances or charges
against real Property as are of a nature generally existing with respect to properties of a
similar character and which do not in any material way affect the







 









 







marketability of such real
Property or materially and adversely interfere with the use thereof in the business of such
Loan Party;




     (vi) the equivalent of the types of Liens discussed in clauses (i) through (v) above,
inclusive, in any foreign jurisdiction in which any Loan Party conducts business;




     (vii) Liens existing on the Effective Date and described in Schedule 6.21;




     (viii) Liens resulting from any extension, refinancing, or renewal of the related
Indebtedness as permitted pursuant to Section 6.16(d); provided that, the Liens
evidenced thereby are not increased to cover any additional Property not originally covered
thereby;




     (ix) Liens securing purchase money Indebtedness of such Loan Party permitted pursuant
to Section 6.16(c); provided that, such Liens attach only to the Property which was
purchased with the proceeds of such purchase money Indebtedness;




     (x) Liens granted pursuant to any Loan Document; and




     (xi) Liens in favor of HSBC Bank plc or its affiliates until released in accordance
with Section 4.3.



     (b) Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section
6.21, other than (x) of the type described in clause (i) above, may at any time attach
to any Accounts of any Loan Party and (y) of the type described in clauses (i) through
(iii) above, may at any time attach to any Inventory of any Loan Party.



     (c) Other than as provided in the Loan Documents or in connection with the creation or
incurrence of any Indebtedness under Section 6.16(c), no Loan Party will enter into or
become subject to any negative pledge or other restriction on the right of such Loan Party to grant
Liens to the Agent and the Lenders on any of its Property; provided that, any such negative pledge
or other restriction entered into in connection with the creation of Indebtedness under Section
6.16(c) shall be limited to the Property securing such purchase money Indebtedness.



     6.22. Change of Name or Location; Change of Fiscal Year. Except as permitted
hereunder, no Loan Party shall (a) change its name as it appears in official filings in the state
of its incorporation or organization, (b) change its chief executive office, principal place of
business, mailing address, corporate offices or warehouses or locations at which Collateral is held
or stored, or the location of its records concerning the Collateral as set forth in the Security
Agreement, (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 thirty days prior written notice
to the Agent and the Agent shall have either (1) determined that such event or occurrence will not
adversely affect the validity, perfection or priority of the Agent’s security interest in the
Collateral, or (2) after the Agent’s written acknowledgment that any reasonable action requested by
the Agent in connection therewith, including to continue the perfection of any Liens in favor of
the Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and, provided







 









 







that
any new location shall be in the continental U.S. No Loan Party shall change its Fiscal Year.



     6.23. Affiliate Transactions. Except as permitted hereunder, no Loan Party will enter
into any transaction (including, without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer (including, without limitation, any payment or
transfer with respect to any fees or expenses for management services) to, any Affiliate except in
the ordinary course of business and pursuant to the reasonable requirements of such Loan Party’s
business and upon fair and reasonable terms no less favorable to such Loan Party than such
Loan Party would obtain in a comparable arms-length transaction.



     6.24. Amendments to Agreements. Except as permitted hereunder, the Borrower will not,
and will not permit any of its Subsidiaries to, amend or terminate their organizational documents
or governing documents in a manner that would be adverse to the Lenders.



     6.25. Prepayment of Indebtedness; Subordinated Indebtedness.



     (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or
prepay any principal of, premium, if any, interest or other amount payable in respect of any
Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness
secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise
disposed of in accordance with Section 6.19; (iii) Indebtedness permitted by Section
6.16(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by
Section 6.16(e); and (v) if (A) prior to and after giving effect to any such payment
Availability equals or exceeds $35,000,000 and (B) the Debt Service Coverage Ratio, determined as
of the most-recently completed Fiscal Quarter prior to the date of such payment, for the then
most-recently completed four (4) Fiscal Quarters, is no less than 1.25 to 1.00, any other
Indebtedness.



     (b) No Loan Party shall make any amendment or modification to the Indenture, note or other
agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly
voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire,
any Subordinated Indebtedness; provided that, the Domestic Borrower may make scheduled payments of
interest with respect to Subordinated Indebtedness as long as no Default or Unmatured Default has
occurred and is continuing or would result after giving effect to such payment.



     6.26 Letters of Credit. No Loan Party will apply for or become liable upon or in
respect of any Letter of Credit other than Facility LCs.



     6.27. Financial Contracts. No Loan Party shall enter into or remain liable upon any
Financial Contract, except for Rate Management Transactions permitted by Section 6.16.



     6.28. [Reserved].



     6.29. Debt Service Coverage Ratio. The Domestic Borrower will not permit the Debt
Service Coverage Ratio, determined as of the end of each Fiscal Quarter for the then most-







 









 







recently
ended four Fiscal Quarters, to be less than (a) 1.10 to 1.00 for any period of two consecutive
Fiscal Quarters, or (b) 1.00 to 1.00.



     6.30. Depository Banks (a) Each Domestic Loan Party shall maintain the Agent as such
Domestic Loan Party’s principal depository bank, including for the maintenance of operating,
administrative, cash management, collection activity, and other deposit accounts for the conduct of
its business, (b) Each Canadian Loan Party shall, within a reasonable amount of time, transfer its
deposit accounts (including for the maintenance of operating, administrative, cash
management, collection activity, and other deposit accounts for the conduct of its business,
but excluding petty cash accounts maintained in the ordinary course of business) to the Canadian
Correspondent Lender and then maintain such deposits accounts with such Lender.



     6.31. Sale of Accounts. The Domestic Borrower will not, and will not it permit any of
its Subsidiaries to, sell or otherwise dispose of any notes receivable or accounts receivable, with
or without recourse.



     6.32. Off-Balance Sheet Liabilities; Sale and Leaseback Transactions. The Loan
Parties shall not have any Off-Balance Sheet Liabilities or engage in any Sale and Leaseback
Transactions.



     6.33. Subordination of Intercompany Notes.



     (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest
thereon, and any other indebtedness for borrowed money now owing or which hereafter may become
owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter
created, extended, renewed or evidenced, together with all accrued interest thereon and any and all
other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party
shall at all times and in all respects be subordinate and junior in right of payment to any and all
obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their
respective successors and assigns, including, without limitation, the Obligations, Guaranteed
Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued
interest thereon and any Fees owing by the Loan Parties to the Lenders.



     (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally
paid and satisfied and (ii) all financing arrangements, including, but not limited to this
Agreement, between the Domestic Borrower, the other Loan Parties and the Lenders have been
terminated, no Loan Party shall: (A) enforce or exercise any right of demand or setoff or commence
any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B)
take or accept any collateral or security with respect to the obligations evidenced by any
Intercompany Note without the prior written consent of the Agent; (C) commence foreclosure or any
other similar type of proceedings or exercise any similar remedies in respect of any collateral for
the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain
with respect to the obligations evidenced by the Intercompany Notes without obtaining the prior
written consent of the Agent; or (E) commence or join with any other creditor or creditors of the
Loan Parties in commencing any bankruptcy, reorganization







 









 







or insolvency proceedings against such
Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other
Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note,
whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to
the rights and interests of the Agent under this Agreement and in those assets. The Loan Parties
shall have no right to possession of any such assets or to foreclose or execute upon any such
assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all
Intercompany Notes are and will remain unsecured.



     6.34. Restrictive Agreements. No Loan Party will enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or
assets, or (b) the ability of any Loan Party to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to any Loan Party or to
guarantee the Obligations of any Loan Party; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof identified on Schedule 6.34 (but
shall apply to any extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be
sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by
this Agreement if such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof.



ARTICLE VII




DEFAULTS




     The occurrence of any one or more of the following events shall constitute a “Default”
hereunder:



          (a) nonpayment, when due (whether upon demand or otherwise), of any principal, interest, fee,
Reimbursement Obligation or any other obligation owing under any of the Loan Documents;



          (b) any representation or warranty made or deemed made by or on behalf of any Loan Party to
the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, any
Credit Extension, or any certificate or information delivered in connection with any of the
foregoing shall be materially false on the date as of which made;



          (c) the breach by any Loan Party of any of the terms or provisions of Sections 2.24, 6.2,
6.5, 6.7, 6.9, 6.10, 6.13 through 6.34, or 17.4;






 









 





          (d) the breach by any Loan Party (other than a breach which constitutes a Default under
another Section of this Article VII) of any of the terms or provisions of this Agreement
which is not remedied (i) in the case of Section 6.1, within 5 days of such breach, and
(ii) in all other cases, within 30 days of such breach;



          (e) (i) failure of any Loan Party or Parent to pay when due any Indebtedness in an aggregate
amount equal to $5,000,000, (ii) a default, breach or other event occurs under
any term, provision or condition contained in any Material Indebtedness Agreement of any Loan
Party or Parent, the effect of which default, event or condition is to cause, or to permit the
holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement
to cause, such Material Indebtedness to become due prior to its stated maturity; any Indebtedness
in an aggregate amount equal to $3,000,000 of any Loan Party or Parent shall be declared to be due
and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment)
prior to the stated maturity thereof; or any Loan Party or Parent shall not pay, or (iii) admit in
writing its inability to pay, its debts generally as they become due;



          (f) (i) Loan Parties (other than the UK Borrower) and Parent: any Loan Party or
Parent shall (A) have an order for relief entered with respect to it under the Bankruptcy Code as
now or hereafter in effect, (B) make an assignment for the benefit of creditors, (C) apply for,
seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of Property, (D) institute any
proceeding seeking an order for relief under the Bankruptcy Code as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against it, (E) take any
corporate, partnership or limited liability company action to authorize or effect any of the
foregoing actions set forth in this subsection (f) or (F) fail to contest in good faith any
appointment or proceeding described in subsection (g) below;



          (ii) UK Borrower: the UK Loan Parties shall (A) take any corporate action for or
other formal steps are taken or legal or other proceedings started or a petition or application is
presented for its winding up administration dissolution or reorganization (other than for the
purposes of a bona fide solvent scheme of reconstruction previously approved in writing by the
Agent and the Required Lenders, or, in respect of a petition or other proceedings for its winding
up only, where such action is taken on grounds which the UK Loan Parties shall reasonably
demonstrate to the Agent and the Required Lenders to be vexatious or unwarranted and such petition
is withdrawn or dismissed or such proceedings are withdrawn or stayed within 14 days and prior to
their advertisement) or for the appointment of a provisional liquidator, receiver, administrator,
trustee or similar officer of all or any material part of its assets, (B) be or become or admits in
writing its inability to pay its debts as they fall due as that expression is defined in Section
123 of the Insolvency Act 1986, (C) cease or threaten to cease to carry on all or any substantial
part of its business, (D) have a moratorium in respect of all or any of the debts of the UK Loan
Parties or a composition or arrangement readjustment or rescheduling with all or any class of
creditors of the UK Loan Parties proposed, agreed, applied for, ordered or declared,







 









 







(E) have a
receiver or administrative receiver appointed in respect of the any UK Loan Party or in respect of
all or any material part of their assets or if the security created by any Lien created by any UK
Loan Party over all or any material part of their undertakings, assets, rights or remedies become
enforceable or any step has been taken to enforce such Lien, or (F) any distress execution
attachment or other process is carried out or otherwise affects any assets of any UK Loan Party and
is not discharged within 60 days;



          (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for any
Loan Party or Parent or any Substantial Portion of Property, or a proceeding described in
subsection (f)(iv) of Article VII shall be instituted against any Loan Party or
Parent and such appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty consecutive days;



          (h) any court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property of any Loan Party
which, when taken together with all other Property of any Loan Party so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period ending with the month
in which any such action occurs, constitutes a Substantial Portion;



          (i) any loss, theft, damage or destruction of any item or items of Collateral or other
property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse
Effect and is not adequately covered by insurance;



          (j) any Loan Party shall fail within thirty days when due to pay, bond or otherwise discharge
one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the
equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or
otherwise being appropriately contested in good faith by proper proceedings diligently pursued;



          (k) any Change in Control shall occur;



          (l) the Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
$7,800,000 or any Reportable Event shall occur in connection with any Plan;



          (m) a Loan Party or any other member of a Controlled Group has incurred or shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such
Multiemployer Plan;



          (n) a Loan Party or any other member of a Controlled Group shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being
terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of a Loan Party and the other members of a
Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or
being terminated have been or will be increased over the amounts







 









 







contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan
year in which the reorganization or termination occurs by an amount exceeding $250,000;



          (o) the occurrence of any “default,” as defined in any Loan Document (other than this
Agreement) or the breach of any of the terms or provisions of any Loan Document
(other than this Agreement), which default or breach continues beyond any period of grace
therein provided;



          (p) the Guaranty shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall
fail to comply with any of the material terms or provisions of the Guaranty to which it is a party,
or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a
party, or shall give notice to such effect;



          (q) any Collateral Document shall for any reason fail to create a valid and perfected first
priority security interest in any material portion of the Collateral purported to be covered
thereby, except as permitted by the terms of any Loan Document, or any Collateral Document shall
fail to remain in full force or effect or any action shall be taken to discontinue or to assert the
invalidity or unenforceability of any Loan Document;



          (r) any material provision of any Loan Document for any reason ceases to be valid, binding and
enforceable in accordance with its terms (or any Loan 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);



          (s) (i) any Default (as defined in the Indenture) or Event of Default (as defined in the
Indenture) shall exist under the Indenture, the Senior Subordinated Notes or any agreement executed
by the Domestic Borrower in connection therewith, (ii) without the prior written consent of the
Agent and the Required Lenders, the Indenture or the Senior Subordinated Notes shall be amended or
modified in any respect or replaced, or (iii) the Senior Subordinated Notes shall be accelerated
for any reason;



          (t) nonpayment by the Domestic Borrower or any of its Subsidiaries of any Rate Management
Obligation when due or the breach by the Domestic Borrower or any of its Subsidiaries of any term,
provision or condition contained in any Rate Management Transaction or any transaction of the type
described in the definition of “Rate Management Transactions,” whether or not any Lender or
Affiliate of a Lender is a party thereto or the occurrence or existence of any default, event of
default or other similar condition or event (however described) with respect to Rate Management
Transactions;



          (u) there is filed against any Loan Party any action, suit or proceeding under any federal or
state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of
1970), which action, suit or proceeding (i) is not dismissed within one







 









 







hundred twenty days, and
(ii) could reasonably be expected to result in the confiscation or forfeiture of any material
portion of the Collateral;



          (v) if any Loan Party shall incur or permit to exist any Designated Senior Debt (as defined in
the Indenture) other than the Secured Obligations; or



          (w) the Parent shall guaranty the indebtedness of any Person other than a Loan Party.



ARTICLE VIII




REMEDIES; WAIVERS AND AMENDMENTS




     8.1. Remedies.



     (a) If any Default occurs, the Agent (i) may in its discretion (and at the written request of
the Required Lenders, shall) (A) reduce the Aggregate Commitment, (B) terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to
issue Facility LCs, (C) upon notice to the Domestic Borrower, and in addition to the continuing
right to demand payment of all amounts payable under this Agreement, the Agent may either (1) make
demand on the Borrower to pay, and the Borrower shall, forthwith upon such demand and without any
further notice or act, pay to the Agent an amount, in immediately available funds (which funds
shall be held in the Facility LC Collateral Account), equal to 105% of the Collateral Shortfall
Amount or (2) deliver a Supporting Letter of Credit as required by Section 2.1.2(l),
whichever the Agent may specify in its sole discretion, (D) increase the rate of interest
applicable to the Loans and the LC Fees as set forth in this Agreement and (E) exercise any rights
and remedies provided to the Agent under the Loan Documents or at law or equity, including all
remedies provided under the UCC, and (ii) shall, at the written request of the Required Lenders,
declare all or any portion of the Obligations to be due and payable, whereupon the Obligations
shall become immediately due and payable, without presentment, demand, protest or notice of any
kind, all of which the Borrower hereby expressly waives.



     (b) If any Default described in subsections (f) or (g) of Article VII occurs
with respect to any Loan Party, the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and all
Obligations shall immediately become due and payable without any election or action on the part of
the Agent, the LC Issuer or any Lender and the Loan Parties will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount
equal to 105% of the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC
Collateral Account.



     (c) If, within thirty days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans and the obligation and power of the LC
Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as
described in subsections (f) or (g) of Article VII with respect to the Domestic
Borrower) and before any judgment or decree for the payment of the Obligations due shall have been
obtained





 









 




or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent
shall, by notice to the Domestic Borrower, rescind and annul such acceleration and/or termination.




     (d) If at any time while any Default is continuing, the Agent determines that the Collateral
Shortfall Amount at such time is greater than zero, the Agent may make demand on the Domestic
Borrower to pay, and the Domestic Borrower shall, forthwith upon such demand and without any
further notice or act, pay to the Agent an amount equal to 105% of the Collateral Shortfall Amount,
which funds shall be deposited in the Facility LC Collateral Account. The Domestic Borrower hereby
pledges, assigns, and grants to the Agent, on behalf of and for the benefit of the Agent, the
Lenders, and the LC Issuer, a security interest in all of the Domestic Borrower’s right, title, and
interest in and to all funds which may from time to time be on deposit in the Facility LC
Collateral Account to secure the prompt and complete payment and performance of the Obligations.



     (e) The Agent may at any time or from time to time after funds are deposited in the Facility
LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as
shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer
under the Loan Documents.



     (f) At any time while any Default is continuing, neither the Borrower nor any Person claiming
on behalf of or through the Borrower shall have any right to withdraw any of the funds held in a
Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full
and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral
Accounts shall be returned by the Applicable Agent to the Borrower or paid to whomever may be
legally entitled thereto at such time.



     8.2. Waivers by Loan Parties. Except as otherwise provided for in this Agreement or
by applicable law, each Loan 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 the Agent on which any Loan Party may in any way be liable, and hereby ratifies
and confirms whatever the Agent may do in this regard, (b) all rights to notice and a hearing prior
to the Agent’s taking possession or control of, or to the Agent’s replevy, attachment or levy upon,
the Collateral or any bond or security that might be required by any court prior to allowing the
Agent to exercise any of its remedies, and (c) the benefit of all valuation, appraisal, marshaling
and exemption laws.



     8.3. Amendments.



     (a) Subject to the provisions of this Section 8.3, no amendment, waiver or
modification of any provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be
in writing and signed by the Required Lenders (or the Agent with the consent in writing of the
Required Lenders) and the Loan Parties and then any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.







 









 





     (b) Notwithstanding subsection (a) above, no such amendment, waiver or other
modification with respect to this Agreement shall, without the consent of all of the Lenders:




     (i) extend the final maturity of any Loan to a date after the Facility Termination
Date;




     (ii) postpone any regularly scheduled payment of principal of any Loan or reduce or
forgive all or any portion of the principal amount of any Loan or any Reimbursement
Obligation;




     (iii) reduce the rate, extend the time of payment of or forgive any interest or fees
payable to the Lenders pursuant to any Loan Document;




     (iv) reduce the percentage or number of Lenders specified in the definition of Required
Lenders;




     (v) extend the Facility Termination Date;




     (vi) except as provided for and in accordance with Section 2.28, increase the
amount of the Aggregate Commitment hereunder;




     (vii) increase the advance rates set forth in the definition of Domestic Borrowing Base
above the initial levels;




     (viii) amend the definition of Eligible Accounts or Eligible Inventory if the result of
such amendment would be to materially increase Availability;




     (ix) permit any Loan Party to assign its rights under this Agreement;




     (x) amend this Section 8.3;




     (xi) release any guarantor of any Credit Extension, except as otherwise permitted
herein or in the other Loan Documents;




     (xii) except as provided in Section 10.16 or any Collateral Document, release
all or substantially all of the Collateral;




     (xiii) waive any Default (as defined in the Indenture) or Event of Default (as defined
in the Indenture) under the Indenture or any agreement executed by the Domestic Borrower in
connection therewith; or




     (xiv) allow the Agent and the Lenders to make any Loan that does not constitute
Permitted Debt (as defined in the Indenture) during a Fixed Charge Covenant Ratio Condition.







 









 





     (c) No amendment of any provision of this Agreement relating to the Agent or to the
Non-Ratable Loans, the Overadvances or the Protective Advances shall be effective without the
written consent of the Agent. No amendment of any provision relating to the LC Issuer shall be
effective without the written consent of the LC Issuer. The Agent may (i) amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 12.3 and amendments to
the Commitment Schedule pursuant to the terms of this Agreement, and (ii) waive payment of
the fee required under Section 12.3(c).



     (d) If, in connection with any proposed amendment, waiver or consent (a “Proposed
Change”) requiring the consent of all Lenders, the consent of the Required Lenders is obtained,
but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained
being referred to herein as a “Non-Consenting Lender”), then, so long as the Agent is not a
Non-Consenting Lender, the Domestic Borrower may elect to replace such Non-Consenting Lender as a
Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank
or other entity which is reasonably satisfactory to the Domestic Borrower and the Agent shall
agree, as of such date, to purchase for cash the Advances and other Obligations due to the
Non-Consenting Lender pursuant to an Assignment Agreement and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as
of such date and to comply with the requirements of Section 12.3 applicable to assignments,
and (ii) the Domestic Borrower shall pay to such Non-Consenting Lender in same day funds on the day
of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrowers hereunder to and including the date of termination,
including without limitation payments due to such Non-Consenting Lender under Sections 3.1,
3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due
to such Lender on the day of such replacement under Section 3.4 had the Loans of such
Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.



     8.4. Preservation of Rights. No delay or omission of the Lenders, the LC Issuer or
the Agent to exercise any right under the Loan Documents shall impair such right or be construed to
be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed
by the Lenders required pursuant to Section 8.3, and then only to the extent in such
writing specifically set forth. All remedies contained in the Loan Documents or by law afforded
shall be cumulative and all shall be available to the Agent, the LC Issuer and the Lenders until
the Obligations have been paid in full.







 









 





ARTICLE IX




GENERAL PROVISIONS




     9.1. Survival of Representations. All representations and warranties of the Loan
Parties contained in this Agreement and the other Loan Documents shall survive the execution and
delivery of the Loan Documents and the making of the Credit Extensions herein contemplated.



     9.2. Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any applicable statute or
regulation.



     9.3. Headings. Section headings in the Loan Documents are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of the Loan Documents.



     9.4. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Loan Parties, the Agent, the LC Issuer and the Lenders and supersede all
prior agreements and understandings among the Loan Parties, the Agent and the Lenders relating to
the subject matter thereof other than those contained in the fee letter described in Section
10.13 which shall survive and remain in full force and effect during the term of this
Agreement.



     9.5. Several Obligations; Benefits of this Agreement. The respective obligations of
the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any
other lender (except to the extent to which the Agent is authorized to act as administrative agent
for the Lenders hereunder). The failure of any Lender to perform any of its obligations hereunder
shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not
be construed so as to confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, provided however, that the parties hereto
expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6,
9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce
such provisions on its own behalf and in its own name to the same extent as if it were a party to
this Agreement.



     9.6. Expenses; Indemnification.



     (a) The Domestic Borrower shall reimburse the Agent and the Arranger (and each Lender up to a
maximum amount of $2,500) for any costs, internal charges and out-of-pocket expenses (including
attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of
the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including, without limitation, via the
internet or through a service such as Intralinks), review, amendment, modification, and
administration of the Loan Documents. The Domestic Borrower also agrees to








 









 







reimburse the Agent,
the Arranger, the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys’ fees and time charges of attorneys for the Agent, the Arranger, the
LC Issuer and the Lenders, which attorneys may be employees of the Agent, the Arranger, the LC
Issuer or the Lenders) paid or incurred by the Agent, the Arranger, the LC Issuer or any Lender in
connection with the restructuring, collection and enforcement of the Loan Documents. Expenses
being reimbursed by the Domestic Borrower under this Section 9.6 include, without
limitation, costs and expenses incurred in connection with:




     (i) appraisals of all or any portion of the Collateral, each parcel of real Property or
interest in real Property described in any Collateral Document, which appraisals shall be in
conformity with the applicable requirements of any law or any governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title XI of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or
otherwise modified from time to time, and any rules promulgated to implement such provisions
(including travel, lodging, meals and other out of pocket expenses for inspections of the
Collateral and the Borrower’s operations by the Agent) plus the Agent’s then
customary charge for field examinations and audits and the preparation of certain audit
reports (the “Reports”) which the Borrower acknowledges may be prepared by Chase
from time to time and which the Borrower agrees may be distributed to the Lenders by Chase
pertaining to the Borrower’s assets from information furnished to it by or on behalf of the
Borrower, after Chase has exercised its rights of inspection pursuant to this Agreement
(such charge is currently $850 per day (or portion thereof) for each Person retained or
employed by the Agent with respect to each field examination or audit) (provided, however,
that if, during the period comprised of the 12 Fiscal Months immediately prior to the
scheduled commencement of the first field exam in any Fiscal Year, Availability is not less
than $25,000,000 for 3 consecutive Business Days or any 5 Business Days in any of such
Fiscal Months, the Agent shall only conduct that one field exam during such Fiscal Year);




     (ii) any amendment, modification, supplement, consent, waiver or other documents
prepared with respect to any Loan Document and the transactions contemplated thereby;




     (iii) lien and title searches and title insurance;




     (iv) taxes, fees and other charges for recording the Mortgages, filing financing
statements and continuations, and other actions to perfect, protect, and continue the
Agent’s Liens (including costs and expenses paid or incurred by the Agent in connection with
the consummation of the Agreement);




     (v) sums paid or incurred to take any action required of the Borrower under the Loan
Documents that the Borrower fails to pay or take;




     (vi) any litigation, contest, dispute, proceeding or action (whether instituted by the
Agent, the LC Issuer, any Lender, any Loan Party or any other Person and whether as








 









 







to party, witness or otherwise) in any way relating to the Collateral, the Loan Documents or
the transactions contemplated thereby; and




     (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items
of payment, and establishing and maintaining the Funding Account and lock boxes, and costs
and expenses of preserving and protecting the Collateral.



     The foregoing shall not be construed to limit any other provisions of the Loan Documents
regarding costs and expenses to be paid by the Borrower. All of the foregoing costs and expenses
may be charged to the applicable Borrower’s Loan Account as Revolving Loans or to another deposit
account, all as described in Section 2.17(b).



     (b) The Domestic Borrower hereby further agrees to indemnify the Agent, the Arranger, the LC
Issuer, each Lender, their respective Affiliates, and each of their directors, officers and
employees against all losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation therefor whether or not
the Agent, the Arranger, the LC Issuer any Lender or any Affiliate is a party thereto) which any of
them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the
transactions contemplated hereby or the direct or indirect application or proposed application of
the proceeds of any Credit Extension hereunder except to the extent that they are determined in a
final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the party seeking indemnification. The obligations of the
Domestic Borrower under this Section 9.6 shall survive the termination of this Agreement.



     9.7. Numbers of Documents. All statements, notices, closing documents, and requests
hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may
furnish one to each of the Lenders.



     9.8. Accounting. Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in accordance
with GAAP in a manner consistent with that used in preparing the financial statements referred to
in Section 5.5, except that any calculation or determination which is to be made on a
consolidated basis shall be made for the Domestic Borrower and all of its Subsidiaries, including
those Subsidiaries, if any, which are unconsolidated on the Domestic Borrower’s audited financial
statements. If at any time any change in GAAP would affect the computation of any financial ratio
or requirement set forth in any Loan Document, and the Domestic Borrower, the Agent or the Required
Lenders shall so request the Agent, the Lenders and the Loan Parties shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders), provided that, until so amended, such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and the Domestic Borrower shall provide to the Agent and the Lenders reconciliation
statements showing the difference in such calculation, together with the delivery of monthly,
quarterly and annual financial statements required hereunder.







 









 





     9.9. Severability of Provisions. Any provision in any Loan Document that is held to
be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.



     9.10. Nonliability of Lenders. The relationship between any Loan Party on the one
hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor
and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any
fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor
any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of
any matter in connection with any phase of any Loan Party’s business or operations. The Loan
Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have
liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered
by any Loan Party in connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act, omission or event
occurring in connection therewith, unless it is determined in a final non-appealable judgment by a
court of competent jurisdiction that such losses resulted from the gross negligence or willful
misconduct of the party from which recovery is sought. Neither the Agent, the Arranger, the LC
Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives,
releases and agrees not to sue for, any special, indirect, consequential or punitive damages
suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.



     9.11. Confidentiality. Each Lender agrees to hold any confidential information which
it may receive from any Loan Party in connection with this Agreement in confidence, except for
disclosure (a) to its Affiliates and to other Lenders and
their respective Affiliates, (b) to legal counsel, accountants, and other professional
advisors to such Lender or to a Transferee, (c) to regulatory officials, (d) to any Person as
requested pursuant to or as required by law, regulation, or legal process, (e) to any Person in
connection with any legal proceeding to which such Lender is a party, (f) to such Lender’s direct
or indirect contractual counterparties in swap agreements or to legal counsel, accountants and
other professional advisors to such counterparties, (g) permitted by Section 12.4 and (h)
to rating agencies if requested or required by such agencies in connection with a rating relating
to the Credit Extensions hereunder. Notwithstanding anything herein to the contrary, confidential
information shall not include, and each Lender (and each employee, representative or other agent of
any Lender) may disclose to any and all Persons, without limitation of any kind, the “tax
treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions
or other tax analyses) that are or have been provided to such Lender relating to such tax treatment
or tax structure; provided that, with respect to any document or similar item that in either case
contains information concerning such tax treatment or tax structure of the transactions
contemplated hereby as well as other information, this sentence shall only apply to such portions
of the document or similar item that relate to such tax treatment or tax structure.







 









 





     9.12. Nonreliance. Each Lender hereby represents that it is not relying on or looking
to any Margin Stock for the repayment of the Credit Extensions provided for herein.



     9.13 Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that
Chase and/or its Affiliates from time to time may hold investments in, make other loans to or have
other relationships with any of the Loan Parties and their respective Affiliates.



     9.14 Judgment Currency. If the Agent, on behalf of any Lender, obtains a judgment or
a judgment against a Borrower in a currency other than Dollars, the obligations of such Borrower in
respect of any sum adjudged to be due to the Agent or the Lenders hereunder or under the Revolving
Notes (the “Judgment Amount”) shall be discharged only to the extent that, on the Business
Day following receipt by the Agent of the Judgment Amount in such currency the Agent, in accordance
with normal banking procedures, purchases Dollars with the Judgment Amount in such currency. If
the amount of Dollars so purchased is less than the amount of Dollars that could have been
purchased with the Judgment Amount on the date or dates the Judgment Amount (excluding the portion
of the Judgment Amount which has accrued as a result of the failure of such Borrower to pay the sum
originally due hereunder or under the Revolving Notes when it was originally due and owing to the
Agent or any Lender hereunder or under the Revolving Notes) was originally due and owing to the
Agent or any Lender hereunder or under the Notes (the “Original Due Date”) (the
“Loss”), such Borrower agrees as a separate obligation and notwithstanding any such
judgment, to indemnify the Agent or such Lender, as the case may be, against the Loss, and if the
amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with
the Judgment Amount on the Original Due Date, the Agent or such Lender agrees to remit such excess
to such Borrower.



     9.15 Currency Equivalent Generally. For the purposes of making valuations or
computations under this Agreement (but not for the purposes of the preparation of any financial
statements delivered pursuant hereto), unless expressly provided otherwise, where a reference is
made to a dollar amount the amount is to be considered as the amount in Dollars and, therefor, each
other currency shall be converted into the Dollar Equivalent.



     9.16 No Cross Collateralization. For the avoidance of doubt, the parties hereto agree
that (i) the Collateral securing the Secured Obligations of the Canadian Loan Parties shall not
constitute security for the Obligations of the Domestic Loan Parties; and (ii) the Collateral
securing the Secured Obligations of the UK Loan Parties shall not constitute security for the
Obligations of the Domestic Loan Parties.



     9.17. Amendment and Restatement.



     (a) Existing Obligations. The Loan Parties each hereby acknowledge, confirm and agree
that the Loan Parties are indebted to the Agent and the Lenders for outstanding loans and advances
to the Loan Parties under the Existing Credit Agreement, together with all interest accrued and
accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges
relating thereto, all of which are unconditionally owing by the Loan Parties to the Agent and the
Lenders to the extent set forth in the Existing Credit Agreement, without offset, defense or
counterclaim of any kind, nature or description whatsoever.







 









 





     (b) Acknowledgment of Security Interests.




     (i) The Loan Parties each hereby acknowledge, confirm and agree that the Agent, the
Canadian Correspondent Lender and the UK Correspondent Lender, for the benefit of the
Lenders, shall continue to have a security interest in and lien upon the Collateral
heretofore granted to such parties pursuant to the Existing Loan Documents to secure the
Obligations, as well as any Collateral granted under this Agreement or under any of the
Collateral Documents or otherwise granted to or held by the Agent, the Canadian
Correspondent Lender and the UK Correspondent Lender, for the benefit of the Lenders, or any
Lender.




     (ii) The liens and security interests of the Agent, the Canadian Correspondent Lender
and the UK Correspondent Lender, for the benefit of the Lenders, in the Collateral shall be
deemed to be continuously granted and perfected from the earliest date of the granting and
perfection of such liens and security interests to Agent, the Canadian Correspondent Lender
and the UK Correspondent Lender, for the benefit of the Lenders, whether under the Existing
Credit Agreement, this Agreement or any of the Collateral Documents.



     (c) Existing Agreements. The Loan Parties each hereby acknowledge, confirm and agree
that, subject to Section 9.17(d) hereof: (i) the Existing Credit Agreement has been duly
executed and delivered by the Loan Parties and is in full force and effect as of the date
hereof; (ii) the agreements and obligations of the Loan Parties contained in the Existing Credit
Agreement constitute the legal, valid and binding obligations of the Loan Parties enforceable
against each Loan Party in accordance with its terms and no Loan Party has a valid defense to the
enforcement of such obligations; and (iii) the Agent and the other Lenders are entitled to all of
the rights, remedies and benefits provided for in or arising pursuant to the Existing Credit
Agreement.



     (d) Restatement.




     (i) Except as otherwise stated in Section 9.17(b) hereof and this Section
9.17(d), as of the date hereof, the terms, conditions, agreements, covenants,
representations and warranties set forth in the Existing Credit Agreement are simultaneously
amended and restated in their entirety (excluding the Schedules prepared as of the Closing
Date, which shall be superceded by the Schedules delivered on and after the Effective Date),
and as so amended and restated, replaced and superseded by the terms, conditions,
agreements, covenants, representations and warranties set forth in this Agreement and the
other Loan Documents executed or delivered on or after the date hereof, except that nothing
herein or in the other Loan Documents shall impair or adversely affect the continuation of
the liability of the Loan Parties for the Obligations heretofore incurred and the security
interests, liens and other interests in the Collateral heretofore granted, pledged or
assigned by the Loan Parties to the Agent or any Lender (whether directly, indirectly or
otherwise).







 









 






     (ii) The amendment and restatement contained herein shall not, in any manner, be
construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a
novation in respect of, the Obligations of the Loan Parties evidenced by or arising under
the Existing Credit Agreement, and the Liens and security interests of the Agent, the
Canadian Correspondent Lender and the UK Correspondent Lender, for the benefit of the
Lenders, securing such Obligations and other obligations and liabilities, which shall not in
any manner be impaired, limited, terminated, waived or released, but shall continue in full
force and effect in favor of the Agent, the Canadian Correspondent Lender and the UK
Correspondent Lender, for the benefit of themselves and the Lenders.




     (iii) All loans, advances and other financial accommodations under the Existing Credit
Agreement and all other Obligations of the Loan Parties to the Agent, the Canadian
Correspondent Lender and the UK Correspondent Lender, for the benefit of the Lenders, and
the other Lenders outstanding and unpaid as of the date hereof pursuant to the Existing
Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to
the terms hereto.



ARTICLE X




THE AGENT




     10.1. Appointment; Nature of Relationship. Chase (referred to in this Agreement,
except for this Article X, as the “Agent”) is hereby appointed by each of the Lenders as
its contractual representative, the Canadian Correspondent Lender is hereby appointed by each of
the Canadian Lenders as its contractual representative, and the UK Correspondent Lender is hereby
appointed by each of the UK Lenders as its contractual representative (each, collectively referred
to in this Article X only as the “Agent”) hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of
such Lender with the rights and duties expressly set forth herein and in the other Loan Documents.
The Agent agrees to act as such contractual representative upon the express conditions contained in
this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly
understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by
reason of this Agreement or any other Loan Document and that the Agent is merely acting as the
contractual representative of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual
representative, the Agent (a) does not hereby assume any fiduciary duties to any of the Lenders,
(b) is a “representative” of the Lenders within the meaning of the term “secured party” as defined
in the UCC and (c) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory
of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.



     10.2. Powers. The Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Agent by the terms of each thereof, together with
such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the








 









 







Lenders, or any obligation to the Lenders to take any action thereunder except any action
specifically provided by the Loan Documents to be taken by the Agent.



     10.3. General Immunity. Neither the Agent nor any of its directors, officers, agents
or employees shall be liable to any Loan Party, the Lenders or any Lender for any action taken or
omitted to be taken by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.



     10.4. No Responsibility for Credit Extensions, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection
with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including, without limitation, any
agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any
condition specified in Article IV, except receipt of items required to be delivered solely
to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any
other instrument or writing furnished in connection therewith; (f) the value, sufficiency,
creation, perfection or priority of any Lien in any Collateral; (g) the financial condition of any
Loan Party, any Guarantor or any Affiliate of any Loan Party, or (h) during a Fixed Charge Coverage
Ratio Condition, whether the Loans or other Obligations constitute Permitted Debt (as defined in
the Indenture); and, to the extent such Loans or other Obligations do not constitute Permitted
Debt, each Lender shall continue to remain liable for its Pro Rata Share of such Loans and other
Obligations. The Agent shall have no duty to disclose to the Lenders information that is not
required to be furnished by the Loan Parties to the Agent at such time, but is voluntarily
furnished by any Loan Party to the Agent (either in its capacity as the Agent or in its individual
capacity). Each Lender has received a copy of the Indenture and has reviewed the terms and
conditions thereof, including, but limited to, the conditions relating to the status of the
Obligations as Designated Senior Debt (as defined in the Indenture) and Senior Debt (as defined in
the Indenture) under the Indenture. Furthermore, none of the Lenders shall be deemed to have a
fiduciary relationship with any other Lender.



     10.5. Action on Instructions of the Lenders. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The
Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document
unless it shall be requested in writing to do so by the Required Lenders. The Agent shall be fully
justified in failing or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or continuing to take any
such action.







 









 





     10.6. Employment of Agents and Counsel. The Agent may execute any of its duties as
Agent hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities
received by the Agent or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agent’s duties hereunder and under any other Loan Document.



     10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any
Revolving Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex,
electronic mail message, statement, paper or document believed by it to be genuine and correct and
to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon
the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. For
purposes of determining compliance with the conditions specified in Sections 4.1 and 4.2,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or
acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender
prior to the applicable date specifying its objection thereto.



     10.8. Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and
indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments
have been terminated, in proportion to their Commitments immediately prior to such termination) (a)
for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (b) for any other expenses incurred by the Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the
Agent in connection with any dispute between the Agent and any Lender or between two or more of the
Lenders) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or asserted against the
Agent in connection with any dispute between the Agent and any Lender or between two or more of the
Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that, (i) no Lender shall be liable for any of the foregoing to the extent any
of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any
indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions
of this Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of
the Obligations and termination of this Agreement.



     10.9. Notice of Default. The Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written
notice from a Lender or the Domestic Borrower, referring to this Agreement describing








 









 







such Default
or Unmatured Default and stating that such notice is a “notice of default.” In the event that the
Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders; provided,
that, the Agent shall not be liable to any Lender for any failure to do so, except to the extent
that such failure is attributable to the Agent’s gross negligence or willful misconduct.



     10.10. Rights as a Lender. In the event the Agent is a Lender, the Agent shall have
the same rights and powers hereunder and under any other Loan Document with respect to its
Commitment and its Credit Extensions as any Lender and may exercise the same as though it were not
the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is
a Lender, unless the context otherwise indicates, include the Agent in its individual capacity.
The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with any Loan Party in which such Loan Party is not
restricted hereby from engaging with any other
Person, all as if Chase were not the Agent and without any duty to account therefor to Lenders.
Chase and its Affiliates may accept fees and other consideration from any Loan Party for services
in connection with this Agreement or otherwise without having to account for the same to Lenders.
The Agent in its individual capacity, is not obligated to remain a Lender.



     10.11. Lender Credit Decision. Each Lender acknowledges that it has, independently
and without reliance upon the Agent, the Arranger or any other Lender and based on the financial
statements prepared by the Loan Parties and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement and the other
Loan Documents. Each Lender also acknowledges that it will, independently and without reliance
upon the Agent, the Arranger 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 and the other Loan Documents.



     10.12. Successor Agent. The Agent may resign at any time by giving written notice
thereof to the Lenders and the Domestic Borrower, such resignation to be effective upon the
appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days
after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any
time with or without cause by written notice received by the Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the
Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required
Lenders within thirty days after the resigning Agent’s giving notice of its intention to resign,
then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent.
Notwithstanding the previous sentence, the Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor
Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been
appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall
make all payments in respect of the Obligations to the Lenders and for all other purposes shall
deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until
such successor Agent has accepted the appointment.








 









 







Any such successor Agent shall be a commercial
bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any
appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the resigning or
removed the Agent. Upon the effectiveness of the resignation or removal of the Agent, the
resigning or removed Agent shall be discharged from its duties and obligations hereunder and under
the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the
provisions of this Article X shall continue in effect for the benefit of such Agent in
respect of any actions taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Loan Documents. In the event that there is a successor to the Agent
by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the
prime rate, base rate or other analogous rate of the new Agent.



     10.13. Agent and Arranger Fees. The Domestic Borrower agrees to pay to Chase and the
Arranger, for their respective accounts, the fees agreed to by the Domestic Borrower, such Agent
and the Arranger pursuant to that certain letter agreement dated June 24, 2003, or as otherwise
agreed from time to time.



     10.14. Delegation to Affiliates. The Borrower and the Lenders agree that the Agent
may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate
(and such Affiliate’s directors, officers, agents and employees) which performs duties in
connection with this Agreement shall be entitled to the same benefits of the indemnification,
waiver and other protective provisions to which the Agent is entitled under Articles IX and
X.



     10.15. Execution of Loan Documents. The Lenders hereby empower and authorize the
Agent, on behalf of the Agent and the Lenders, to execute and deliver to the Loan Parties the Loan
Documents and all related agreements, certificates, documents, or instruments as shall be necessary
or appropriate to effect the purposes of the Loan Documents. Each Lender agrees that any action
taken by the Agent or the Required Lenders in accordance with the terms of this Agreement or the
other Loan Documents, and the exercise by the Agent or the Required Lenders of their respective
powers set forth therein or herein, together with such other powers that are reasonably incidental
thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that all of the
Obligations hereunder constitute one debt, secured pari passu by all of the Collateral.



     10.16. Collateral Matters



     (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole
discretion, to release any Liens granted to the Agent by the Loan Parties on any Collateral (i)
upon the termination of the Aggregate Commitment, payment and satisfaction in full in cash of all
Obligations (other than Unliquidated Secured Obligations), and the cash collateralization of all
Unliquidated Secured Obligations in a manner satisfactory to each affected Lender, (ii)
constituting Property being sold or disposed of if the Loan Party disposing of such Property
certifies to the Agent that the sale or disposition is made in compliance with the terms of this
Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting Property in which no Loan Party has at any time during the term of this
Agreement owned any interest, (iv) constituting property leased to a Loan Party under a lease








 









 







which
has expired or been terminated in a transaction permitted under this Agreement, (v) owned by or
leased to an Loan Party which is subject to a purchase money security interest or which is the
subject of a Capitalized Lease, in either case, entered into by such Loan Party pursuant to
Section 6.16(c), or (vi) as required to effect any sale or other disposition of such
Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to
Section 8.1. Upon request by the Agent at any time, the Lenders will confirm in writing
the Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to
this Section 10.16. Except as provided in the preceding sentence, the Agent will not
release any Liens on Collateral without the prior written authorization of the Required Lenders or
all of the Required Lenders as the case may be; provided that, the Agent may in its discretion,
release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any
Fiscal Year without the prior written authorization of the Lenders.



     (b) Upon receipt by the Agent of any authorization required pursuant to Section
10.16(a) from the Required Lenders of the Agent’s authority to release any Liens upon
particular types or items of Collateral, and upon at least five Business Days prior written request
by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to)
execute such documents as may be necessary to evidence the release of its Liens upon such
Collateral; provided that, (i) the Agent shall not be required to execute any such document on
terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation
or entail any consequence other than the release of such Liens without recourse or warranty and
(ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of the Loan Parties in respect of)
all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall
continue to constitute part of the Collateral.



     (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the
Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has
been encumbered, or that the Liens granted to the Agent therein have been properly or sufficiently
or lawfully created, perfected, protected, or enforced or are entitled to any particular priority,
or to exercise at all or in any particular manner or under any duty of care, disclosure, or
fidelity, or to continue exercising, any of the rights, authorities, and powers granted or
available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that
in respect of the Collateral, or any act, omission, or event related thereto, the Agent may act in
any manner it may deem appropriate, in its sole discretion given the Agent’s own interest in the
Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or
liability whatsoever to any Lender as to any of the foregoing.



     (d) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting
Liens, for the benefit of the Agent and the Lenders, in assets which, in accordance with Article 9
of the UCC or any other applicable law can be perfected only by possession. Should any Lender
(other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent
thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent
or otherwise deal with such Collateral in accordance with the Agent’s instructions.







 









 





     (e) Each Lender hereby agrees as follows: (a) such Lender is deemed to have requested that the
Agent furnish such Lender, promptly after it becomes available, a copy of each Report prepared by
or on behalf of the Agent; (b) such Lender expressly agrees and acknowledges that neither Chase nor
the Agent (i) makes any representation or warranty, express or implied, as to the completeness or
accuracy of any Report or any of the information contained therein, or (ii) shall be liable for any
information contained in any Report; (c) such Lender expressly agrees and acknowledges that the
Reports are not comprehensive audits or examinations, that the Agent, Chase, or any other party
performing any audit or examination will inspect only specific information regarding the Loan
Parties and will rely significantly upon the Loan Parties’ books and records, as well as on
representations of the Loan Parties’ personnel and that Chase undertakes no obligation to update,
correct or supplement the Reports; (d) such Lender agrees to keep all Reports confidential and
strictly for its internal use, not share the Report with any Loan Party and not to distribute any
Report to any other Person except as otherwise permitted pursuant to this Agreement; and (e)
without limiting the generality of any
other indemnification provision contained in this Agreement, such Lender agrees (i) that
neither Chase nor the Agent shall be liable to such Lender or any other Person receiving a copy of
the Report for any inaccuracy or omission contained in or relating to a Report, (ii) to conduct its
own due diligence investigation and make credit decisions with respect to the Loan Parties based on
such documents as such Lender deems appropriate without any reliance on the Reports or on the Agent
or Chase, (iii) to hold the Agent and any such other Person preparing a Report harmless from any
action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw
from any Report in connection with any Credit Extensions that the indemnifying Lender has made or
may make to the Loan Parties, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, any Obligations and (iv) to pay and protect, and indemnify, defend, and hold
the Agent and any such other Person preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney
fees) incurred by the Agent and any such other Person preparing a Report as the direct or indirect
result of any third parties who might obtain all or part of any Report through the indemnifying
Lender.



     10.17. Syndication Agent. The Lender identified in this Agreement as the “Syndication
Agent” shall not have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none
of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect
to the Agent in Section 10.11.



     10.18 Authority with Respect to Québec. For greater certainty, and without limiting
the powers of the Canadian Correspondent Lender under the Loan Documents, each of the Canadian
Lenders, the UK Correspondent Lender, the UK Lenders, the applicable LC Issuers and the Canadian
Correspondent Lender (but solely in its capacity as the holder and depositary of the Bonds (as
defined below)), acknowledges and agrees that the Canadian Correspondent Lender shall, for the
purposes of holding any security granted by RB&W Logistics Canada, Inc. under the Loan Documents
pursuant to the laws of the Province of Québec to secure payment of bonds (or any similar
instruments) (collectively, the “Bonds”), be the holder of an irrevocable power of attorney
(fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) for all present
and future Canadian Lenders, UK Lenders, UK Correspondent Lender, applicable LC








 









 







Issuers,
indemnified parties (with respect to Canadian Revolving Loans), as well as holders and depositaries
of the Bonds. Each of the Lenders, the LC Issuer and the Canadian Correspondent Lender (but solely
in its capacity as the holder and depositary of the Bonds) constitutes, to the extent necessary,
the Canadian Correspondent Lender as the holder of such irrevocable power of attorney (fondé de
pouvoir) in order to hold security granted by RB&W Logistics Canada, Inc. under the Loan Documents
in the Province of Québec to secure payment of the Bonds. Each assignee of the Canadian Lenders,
successor UK Correspondent Lender, assignee of the UK Lenders, successor or assignee of the
applicable LC Issuers, indemnified party (with respect to Canadian Revolving Loans and UK Fixed
Rate Loans) and successor Canadian Correspondent Lender (but solely in its capacity as the holder
and depositary of the Bonds) shall be deemed to have confirmed and ratified the constitution of the
Canadian Correspondent Lender as the holder of such irrevocable power of attorney (fondé de
pouvoir). Furthermore, the Canadian
Correspondent Lender hereby agrees to act in the capacity of the holder and depositary of the
Bonds on its own behalf as Canadian Correspondent Lender and for and on behalf and for the benefit
of all present and future Canadian Lenders, applicable LC Issuer and indemnified parties (with
respect to the Canadian Revolving Loans). Notwithstanding the provisions of Section 32 of the
Special Powers of Legal Persons Act (Québec), the Canadian Correspondent Lender may acquire and be
the holder of a Bond. RB&W Logistics Canada, Inc. acknowledges that each of the Bonds executed by
it constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of
Québec. Notwithstanding the provisions of Section 19.1 hereof, the provisions of this
Section 10.18 shall be governed by the laws of the Province of Québec and the federal laws
of Canada applicable therein.



ARTICLE XI




SETOFF; RATABLE PAYMENTS




     11.1. Setoff. In addition to, and without limitation of, any rights of the Lenders
under applicable law, if any Loan Party becomes insolvent, however evidenced, or any Default
occurs, any and all deposits (including all account balances, whether provisional or final and
whether or not collected or available) and any other Indebtedness at any time held or owing by any
Lender or any Affiliate of any Lender to or for the credit or account of the Borrower, or any
Guarantor, may be offset and, if offset, shall be applied toward the payment of the Secured
Obligations, whether or not the Secured Obligations, or any part thereof, shall then be due.



     11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment
made to it upon its Credit Exposure (other than payments received pursuant to Section 3.1, 3.2,
3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a portion of the Aggregate Credit Exposure held by the other
Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate
Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other protection for its Secured Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take
such action necessary such that all Lenders share in the benefits of such collateral ratably in
proportion to respective Pro Rata Share of the Aggregate Credit Exposure. In case any such payment
is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.







 









 





ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS




     12.1. Successors and Assigns. The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Loan Parties and the Lenders and their respective
successors and assigns permitted hereby,
except that (a) the Loan Parties shall not have the right to assign its rights or obligations under
the Loan Documents without the prior written consent of each Lender, (b) any assignment by any
Lender must be made in compliance with Section 12.3, and (c) any transfer by Participation
must be made in compliance with Section 12.2. Any attempted assignment or transfer by any
party not made in compliance with this Section 12.1 shall be null and void, unless such
attempted assignment or transfer is treated as a participation in accordance with Section
12.3. The parties to this Agreement acknowledge that clause (b) of this Section 12.1
relates only to absolute assignments and this Section 12.1 does not prohibit assignments
creating security interests, including, without limitation, any pledge or assignment by any Lender
of all or any portion of its rights under this Agreement and any Revolving Note to a Federal
Reserve Bank; provided however, that no such pledge or assignment creating a security interest
shall release the transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3. The Agent may treat the Person
which made any Credit Extension or which holds any Revolving Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3; provided however,
that the Agent may in its discretion (but shall not be required to) follow instructions from the
Person which made any Credit Extension or which holds any Revolving Note to direct payments
relating to such Credit Extension or Revolving Note to another Person. Any assignee of the rights
to any Credit Extension or any Revolving Note agrees by acceptance of such assignment to be bound
by all the terms and provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or consent is the owner of
the rights to any Credit Extension (whether or not a Revolving Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to
such Credit Extension.



     12.2. Participations.



     (a) Permitted Participants; Effect. Any Lender may at any time sell to one or more
banks or other entities (“Participants”) participating interests in any Credit Exposure of
such Lender, any Revolving Note held by such Lender, any Commitment of such Lender or any other
interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender’s obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its Credit Exposure and the
holder of any Revolving Note issued to it in evidence thereof for all purposes under the Loan
Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the








 









 







Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under the Loan Documents.



     (b) Voting Rights. Each Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, modification or waiver of any provision of the Loan
Documents other than any amendment, modification or waiver with respect to any Credit Extension or
Commitment in which such Participant has an interest which would require consent of all of the
Lenders pursuant to the terms of Section 8.3 or of any other Loan Document.



     (c) Benefit of Certain Provisions. Each Loan Party agrees that each Participant shall
be deemed to have the right of setoff provided in Section 11.1 in respect of its
participating interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under the Loan
Documents, provided that, each Lender shall retain the right of setoff provided in Section
11.1 with respect to the amount of participating interests sold to each Participant. The
Lenders agree to share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with
Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section
12.3, provided that, (i) a Participant shall not be entitled to receive any greater payment
under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such
Participant would have received had it retained such interest for its own account, unless the sale
of such interest to such Participant is made with the prior written consent of the Domestic
Borrower, and (ii) any Participant not incorporated under the laws of the U.S. or any state thereof
agrees to comply with the provisions of Section 3.5 to the same extent as if it were a
Lender.



     12.3. Assignments.



     (a) Permitted Assignments. Any Lender may at any time assign to one or more banks or
other entities (“Purchasers”) all or any part of its rights and obligations under the Loan
Documents. Such assignment shall be substantially in the form of Exhibit G (an
“Assignment Agreement”); provided, however, that neither such Lender nor any of its
successors or assigns shall assign or transfer any interest herein without obtaining a prior
determination from the Domestic Borrower that any such assignment or transfer would not result, at
the time of such transfer or assignment, in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code with respect to any Employee Benefit Plan. Anything herein to
the contrary notwithstanding, such Lender and its successors or assigns may at any time assign or
transfer any interest herein if an Unmatured Default or Default has occurred, such assignment or
transfer is to another Lender or any Affiliate of a Lender, or such assignment or transfer is to a
Federal Reserve Bank. Each such assignment with respect to a Purchaser which is not a Lender or an
Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and
Credit Extensions of the assigning Lender or (unless the Domestic Borrower and the Agent otherwise
consents) be in an aggregate amount not less than $10,000,000. The amount of the assignment shall
be based on the Commitment or outstanding Credit Extensions (if








 









 







the Commitment has been terminated)
subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,”
if the “Trade Date” is specified in the assignment.



     (b) Consents. The consent of the Domestic Borrower shall be required prior to an
assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender,
provided that, the consent of the Domestic Borrower shall not be required if a Default has occurred
and is continuing. The consent of the Agent shall be required prior to an assignment becoming
effective unless the Purchaser is a Lender. Any consent required under this Section
12.3(b) shall not be unreasonably withheld or delayed.



     (c) Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed
Assignment Agreement, together with any consents required by Sections 12.3(a) and
12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment
(unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the
effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall
contain a representation by the Purchaser to the effect that none of the consideration used to make
the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement
constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser
in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective
date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were
an original party thereto, and the transferor Lender shall be released with respect to the
Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by
the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those
provisions of this Agreement and the other Loan Documents which survive payment of the Obligations
and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 12.3 shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 12.2. Upon the consummation of any assignment to
a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the
Domestic Borrower shall make appropriate arrangements so that new Revolving Notes or, as
appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving
Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case
in principal amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment; provided that simultaneously with the Borrower’s delivery of new or replacement
Revolving Notes as provided in this Section 12.3 the Agent and the transferor Lender shall deliver
to the Domestic Borrower any Revolving Note being replaced in whole or in part, conspicuously
marked cancelled or replaced.



     (d) Register. The Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices in the U.S. a copy of each Assignment Agreement delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Credit Extensions owing to, each Lender pursuant








 









 







to
the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.



     12.4. Dissemination of Information. Each Loan Party authorizes each Lender to disclose
to any Participant or Purchaser or any
other Person acquiring an interest in the Loan Documents by operation of law (each a
“Transferee”) and any prospective Transferee any and all information in such Lender’s
possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without
limitation any information contained in any Reports; provided that, each Transferee and prospective
Transferee agrees to be bound by Section 9.11 of this Agreement.



     12.5. Tax Treatment. If any interest in any Loan Document is transferred to any
Transferee which is not incorporated under the laws of the U.S. or any state thereof, the
transferor Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(d).



     12.6. Assignment by LC Issuer. Notwithstanding anything contained herein, if at any
time Chase assigns all of its Commitment and Revolving Loans pursuant to Section 12.3,
Chase may, upon thirty days’ notice to the Domestic Borrower, and the Lenders, resign as LC Issuer.
In the event of any such resignation as LC Issuer, the Domestic Borrower shall be entitled to
appoint from among the Lenders a successor LC Issuer hereunder; provided however, that no failure
by the Domestic Borrower to appoint any such successor shall affect the resignation of Chase as LC
Issuer. If Chase resigns as LC Issuer, it shall retain all the rights and obligations of the LC
Issuer hereunder with respect to the Facility LCs outstanding as of the effective date of its
resignation as LC Issuer and all LC Obligations with respect thereto (including the right to
require the Lenders to make Revolving Loans or fund risk participations in outstanding
Reimbursement Obligations pursuant to Section 2.1.2(d)).



ARTICLE XIII




NOTICES




     13.1. Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows:







 









 






     (i) if, to any Loan Party, such notice shall be delivered to the Domestic Borrower, on
behalf of such Loan Party, at the Domestic Borrower’s address or telecopier number set forth
on the signature page hereof;




     (ii) if to the Agent, at its address or telecopier number set forth on the signature
page hereof;




     (iii) if to the LC Issuer, at its address or telecopier number set forth on the
signature page hereof; and




     (iv) if to a Lender, to it at its address or telecopier number set forth on the
signature pages hereto.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
paragraph (b) below, shall be effective as provided in said paragraph (b).



     (b) Electronic Communications. Notices and other communications to the
Lenders and the LC Issuer hereunder may be delivered or furnished by electronic communication
(including e-mail and internet or intranet websites) pursuant to procedures approved by the Agent
or as otherwise determined by the Agent, provided that, the foregoing shall not apply to notices to
any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as
applicable, has notified the Agent that it is incapable of receiving notices under such Article by
electronic communication. The Agent or any Loan Party may, in its respective discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it or as it otherwise determines, provided that such determination or
approval may be limited to particular notices or communications. Notwithstanding the foregoing, in
every instance, the Domestic Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.1(e) to the Agent.



     Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that, if such notice or other communication is not given during
the normal business hours of the recipient, such notice or communication shall be deemed to have
been given at the opening of business on the next Business Day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website
address therefor.



     13.2. Change of Address, Etc. Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other parties hereto.







 









 





ARTICLE XIV




COUNTERPARTS




     This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been
executed by the Loan Parties, the Agent, the LC Issuer and the Lenders and each party has notified
the Agent by facsimile transmission or telephone that it has taken such action.



ARTICLE XV




GUARANTY




     15.1. Guaranty. Each Loan Party (other than the Borrowers and the other UK Loan
Parties, each to be referred to in this Section as a “Guarantor” and collectively as the
“Guarantors”), subject to the last sentence of this Section 15.1, hereby agrees that it is
jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and
unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity,
upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all
costs and expenses including, without limitation, all out-of-pocket court costs and attorneys’ and
paralegals’ fees and expenses paid or incurred by the Agent, the LC Issuer and the Lenders in
endeavoring to collect all or any part of the Obligations from, or in prosecuting any action
against, the Borrowers, any Guarantor or any other guarantor of all or any part of the Obligations
(such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed
Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed in whole or in part without notice to or further assent from it, and that it remains bound
upon its guarantee notwithstanding any such extension or renewal. Notwithstanding anything
contained this Article XV or elsewhere to the contrary, the Guaranteed Obligations which are
guaranteed by any Canadian Subsidiary are limited solely to the Canadian Obligations and the UK
Obligations.



     15.2. Guaranty of Payment. This Guaranty is a guaranty of payment and not of
collection. Each Guarantor waives any right to require the Agent, the LC Issuer or any Lender to
sue the Borrower, any Guarantor, any other guarantor, or any other person obligated for all or any
part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral
securing all or any part of the Guaranteed Obligations.







 









 





     15.3. No Discharge or Diminishment of Guaranty.



     (a) Except as otherwise provided for herein and to the extent provided for herein, the
obligations of each Guarantor hereunder are unconditional and absolute and not subject to any
reduction, limitation, impairment or termination for any reason (other than the indefeasible
payment in full in cash of the Guaranteed Obligations), including:




     (i) any claim of waiver, release, extension, renewal, settlement, surrender,
alteration, or compromise of any of the Guaranteed Obligations, by operation of law or
otherwise;




     (ii) any change in the corporate existence, structure or ownership of the Borrower or
any other guarantor of or other person liable for any of the Guaranteed Obligations;




     (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting
the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the
Guaranteed Obligations, or their assets or any resulting release or discharge of any
obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable
for any of the Guaranteed Obligations; or




     (iv) the existence of any claim, setoff or other rights which any Guarantor may have at
any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed
Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in
connection herewith or in any unrelated transactions.



     (b) The obligations of each Guarantor hereunder are not subject to any defense or setoff,
counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or
unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other
guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed
Obligations or any part thereof.



     (c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or
otherwise affected by:




     (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim
or demand or to enforce any remedy with respect to all or any part of the Guaranteed
Obligations;




     (i) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations;




     (ii) any release, non-perfection, or invalidity of any indirect or direct
security for the obligations of the Borrower for all or any part of the Guaranteed
Obligations or any obligations of any other guarantor of or other person liable for any of
the Guaranteed Obligations;







 









 






     (iii) any action or failure to act by the Agent, the LC Issuer or any Lender
with respect to any collateral securing any part of the Guaranteed Obligations;




     (iv) any default, failure or delay, willful or otherwise, in the payment or
performance of any of the Guaranteed Obligations, or any other circumstance, act, omission
or delay that might in any manner or to any extent vary the risk of such Guarantor or that
would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other
than the indefeasible payment in full in cash of the Guaranteed Obligations).



     15.4. Defenses Waived. To the fullest extent permitted by applicable law, each
Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any
Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause,
or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the
indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality
of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and, to the fullest extent permitted by law, any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against the Borrower, any Guarantor,
any other guarantor of any of the Guaranteed Obligations, or any other person. The Agent may, at
its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales,
accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act
with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower, any
Guarantor, any other guarantor or any other person liable on any part of the Guaranteed Obligations
or exercise any other right or remedy available to it against the Borrower, any Guarantor, any
other guarantor or any other person liable on any of the Guaranteed Obligations, without affecting
or impairing in any way the liability of such Guarantor under this Guaranty except to the extent
the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of any such election
even though that election may operate, pursuant to applicable law, to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of any Guarantor against the
Borrower, any other guarantor or any other person liable on any of the Guaranteed Obligations, as
the case may be, or any security.



     15.5. Rights of Subrogation. No Guarantor will assert any right, claim or cause of
action, including, without limitation, a claim of subrogation, contribution or indemnification that
it has against the Borrower, any Guarantor, any person liable on the Guaranteed Obligations, or any
collateral, until the Loan Parties and the Guarantors have fully performed all their obligations to
the Agent, the LC Issuer and the Lender.



     15.6. Reinstatement; Stay of Acceleration. If at any time any payment of any portion
of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy, or reorganization of the Borrower or otherwise, each Guarantor’s
obligations under this Guaranty with respect to that payment shall be reinstated at such time as
though the payment had not been made and whether or not the Agent, the LC Issuer and the Lenders
are in possession of this Guaranty. If acceleration of the time for payment of any of the
Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the








 









 







Borrower,
all such amounts otherwise subject to acceleration under the terms of any agreement relating to the
Guaranteed Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the
Lender.



     15.7. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent
of the risks that each Guarantor assumes and incurs under this Guaranty, and agrees that neither
the Agent, the LC Issuer nor any Lender shall have
any duty to advise any Guarantor of information known to it regarding those circumstances or
risks.



     15.8. [Intentionally Deleted.]



     15.9. Taxes. All payments of the Guaranteed Obligations will be made by each
Guarantor free and clear of and without deduction for or on account of any and all present or
future taxes, levies, imposts, duties, charges, deductions or withholdings of whatever nature
imposed by any governmental authority with respect to such payments, and any and all liabilities
with respect to the foregoing, but excluding franchise taxes and taxes imposed on overall net
income of the Lender by the U.S. or the jurisdiction in which the Lender’s applicable Lending
Installation is located (collectively, “Taxes”). If any Guarantor is required by law to
deduct any Taxes from or in respect of any sum payable to the Lenders under this Guaranty, (a) the
sum payable must be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this provision) the Lenders receive an
amount equal to the sum it would have received had no such deductions been made, (b) the Guarantors
must then make such deductions, and must pay the full amount deducted to the relevant authority in
accordance with applicable law, (c) the Guarantors must furnish to the Lender within forty-five
days after their due date certified copies of all official receipts evidencing payment thereof, and
(d) if any such Lender receives or is entitled to receive a credit against, remission for, or
repayment of any tax paid or payable by it in respect of or calculated with reference to the taxes
giving rise to such payment, such Lender shall, within a reasonable time after it receives such
credit, remission or repayment, reimburse the Borrowers the amount of any such credit, remission or
repayment.



     15.10. Contribution. In the event any Guarantor (a “Paying Guarantor”) shall
make any payment or payments under this Guaranty or shall suffer any loss as a result of any
realization upon any collateral granted by it to secure its obligations under this Guaranty, each
other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor
an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or payments made,
or losses suffered, by such Paying Guarantor. For purposes of this Article XV, each
Non-Paying Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a
Paying Guarantor shall be determined as of the date on which such payment or loss was made by
reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date
(without








 









 







giving effect to any right to receive, or obligation to make, any contribution hereunder)
or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount
of all monies received by such Non-Paying Guarantor from the Borrower after the date hereof
(whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of
all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect
to any right to receive, or obligation to make, any contribution hereunder), or to the extent that
a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies
received by such Guarantors from the Borrower after the date hereof (whether by loan, capital
infusion or by other means). Nothing in this provision shall affect any Guarantor’s several
liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum
Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution
under this Guaranty
from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment
in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the
Agent, the LC Issuer, the Lenders and the Guarantors and may be enforced by any one, or more, or
all of them in accordance with the terms hereof.



     15.11. Lending Installations. The Guaranteed Obligations may be booked at any Lending
Installation. All terms of this Guaranty apply to and may be enforced by or on behalf of any
Lending Installation.



     15.12 Liability Cumulative. The liability of each Loan Party as a Guarantor under
this Article XV is in addition to and shall be cumulative with all liabilities of each Loan
Party to the Agent, the LC Issuer and the Lenders under this Agreement and the other Loan Documents
to which such Loan Party is a party or in respect of any obligations of liabilities of the other
Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or
creating such other liability specifically provides to the contrary.



     15.13 Fraudulent Conveyance Matters. Notwithstanding anything to the contrary
contained herein or in any Loan Document, in any proceeding involving the bankruptcy,
reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or
any similar proceeding with respect to the Borrower or any Guarantor or their assets, it is the
intention of the Loan Parties and the Lenders that the amount of the Guarantors’ Guaranteed
Obligations of the Borrower or any Guarantor shall be in, but not in excess of, the maximum amount
thereof (the “Maximum Liability”) not subject to avoidance or recovery by operation of
applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of
debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws
(including, without limitation, 11 U.S.C. §547, §548, §550 and other “avoidance” provisions of
Title 11 of the United States Code) applicable in any such proceeding to such Guarantor and this
Agreement or the Loan Documents (collectively, “Applicable Insolvency Laws”). To that end,
but only in the event and to the extent that a Guarantor’s individual obligations with respect to
the Guaranteed Obligations of the Borrower or any other Guarantor or any payment made pursuant to
such Guaranteed Obligations would, but for the operation of the foregoing proviso, be subject to
avoidance or recovery in any such proceeding under Applicable Insolvency Laws, the amount of such
Guarantor’s individual obligations with respect to such Guaranteed Obligations shall be limited to
the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws,
render such Guarantor’s individual obligations with respect to such Guaranteed Obligations
unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws, which
(a) the fair consideration actually (directly or indirectly) received by such Guarantor under the
terms and as a result of this Agreement and the value of the benefits described herein, including
(and to the extent not inconsistent with applicable federal and state laws affecting the
enforceability of guaranties) distributions,








 









 







commitments, and advances made to or for the benefit
of said Guarantor with the proceeds of any credit extended hereunder, or (b) the excess of (i) the
amount of the fair value of the assets of such Guarantor as of the date of this Agreement as
determined in accordance with applicable federal and state laws governing determinations of the
insolvency of debtors as in effect on the
date hereof, over (ii) the amount of all liabilities of such Guarantor as of the date of this
Agreement, also as determined on the basis of applicable federal and state laws governing the
insolvency of debtors as in effect on the date hereof. To the extent any payment actually made by
a Guarantor pursuant to the Guaranteed Obligations of the Borrower or any other Guarantor exceeds
the limitation of the foregoing proviso and is otherwise subject to avoidance and recovery in any
such proceeding under Applicable Insolvency Laws, the amount subject to avoidance shall in any
event be limited to the amount by which such actual payments exceed such limitation and the
Guaranteed Obligations as limited by the foregoing proviso shall in all events remain in full force
and effect and be fully enforceable against such Guarantor. The foregoing proviso is intended
solely to preserve the rights of the Lenders hereunder against the Guarantors in such proceeding to
the maximum extent permitted by Applicable Insolvency Laws and neither the Guarantors nor any other
Person shall have any right or claim under such proviso that would not otherwise be available under
Applicable Insolvency Laws in such proceeding.



ARTICLE XVI




CASH MANAGEMENT




     16.1. Lockbox and Cash Management Account. Each Loan Party has obtained and shall
continue to maintain during the term of this Agreement the post office box at the Post Office
bearing the address set forth on Schedule 16.1, or such other address or deposit account as
the Agent may notify the Domestic Borrower from time to time (the “Locked Boxes”). The
Canadian Loan Parties shall maintain their Locked Boxes in Canada and the UK Loan Parties shall
maintain their Locked Boxes in the United Kingdom. Each Loan Party shall notify all of its
customers and Account Debtors to forward all remittances of every kind due to such Loan Party
(“Remittances”) to its Locked Box (such notices to be in such form and substance as the
Agent may require from time to time). Promptly upon receipt thereof, the Loan Parties shall
deposit all other proceeds of Accounts or other Collateral into the Locked Boxes (or into a Cash
Management Account). The Agent, Canadian Correspondent Lender, and UK Correspondent Lender, as the
case may be, shall have sole access to the Locked Boxes at all times, and each Loan Party shall
take all action necessary to grant such Lenders such sole access. At no time shall any Loan Party
remove any item from the Locked Boxes without the prior written consent of the Agent, Canadian
Correspondent Lender, or UK Correspondent Lender, as the case may be, and each Loan Party shall
notify each customer or Account Debtor not to pay any Remittance to any other place or address
without the prior written consent of the Agent, Canadian Correspondent Lender, or UK Correspondent
Lender, as the case may be. If a Loan Party should neglect or refuse to notify any customer or
Account Debtor to pay any Remittance to its Locked Box after notice from the Agent, Canadian
Correspondent Lender, or UK Correspondent Lender, as the case may be, such Lender shall be entitled
to make such notification. Each Loan Party hereby grants to each of such Lenders an irrevocable
power of attorney, coupled with an interest, to take in such Loan Party’s name all action necessary
(a) to grant the such Lenders sole access to its Locked Box, (b) during the continuance of a
Default, to contact Account Debtors to pay








 









 







any Remittance to such Locked Box in the event that any
such Account Debtor is not paying any such Remittance to such Locked Box, (c) during the
continuance of a Default, to contact
Account Debtors for any reason and (d) to endorse each Remittance delivered to its Locked Box
for deposit to such Borrower’s Cash Management Account. Each Borrower shall establish and, unless
otherwise directed by the Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the
case may be, maintain a cash management account with such Lender (each, a “Cash Management
Account”). Each Borrower shall enter into an agreement with the Agent, the Canadian
Correspondent Lender, or the UK Correspondent Lender, as the case may be, relating to such Loan
Party’s Cash Management Account, in form and substance reasonably satisfactory to the such Lender.



     16.2 Application of Payments. So long as no Default shall be continuing, deposits to
the Cash Management Accounts shall be credited to the applicable Borrower as follows: (i)
first, to the payment of any fees, expenses or other Obligations (other than Obligations to
pay principal and interest relating to the Loans) then due and payable by such Borrower to the
Applicable Agent or the Lenders hereunder or under any of the other Loan Documents; (ii)
second, to the ratable payment of interest due on the Loans made to such Borrower; (iii)
third, to late charges until paid in full; (iv) fourth, to the extent requested by
such Borrower, to pay the amounts disbursed from the master concentration accounts of such Borrower
and Integrated Logistics Solutions LLC, (v) fifth, to the outstanding principal balance of
such Borrower’s Loans and (vi) sixth, to the extent of any excess not so credited, such
deposits shall be made available to the applicable Borrower by deposit in such Borrower’s operating
Account with the Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as
applicable. Notwithstanding the foregoing sentence, so long as the Availability is greater than or
equal to $20,000,000 and no Default or Event of Default has occurred and is continuing, deposits to
the Cash Management Account shall be credited first to applicable Borrower as follows: (i)
first, to the payment of any fees, expenses or other Obligations (other than Obligations to
pay principal and interest relating to the Loans) then due and payable by such Borrower to the
Applicable Agent or the Lenders hereunder or under any of the other loan Documents; (ii)
second, to the ratable payment of interest due on the Loans made to such Borrower; (iii)
third, to late charges until paid in full, (iv) fourth, to the extent requested by
the Domestic Borrower, to pay the amounts disbursed from the master concentration accounts of such
Borrower and Integrated Logistics Solutions LLC, and (v) fifth, to the extent of any excess
not so credited, such deposits shall be made available to the applicable Borrower by deposit in
such Borrower’s operating Account with the Agent, the Canadian Correspondent Lender, or the UK
Correspondent Lender, as applicable. Upon the occurrence and during the continuance of a Default
which has not been waived in writing, all such deposits to the Cash Management Account shall be
credited to applicable Borrower: first, to pay any fees, indemnities, or expense
reimbursements including amounts then due to the Agent, the Canadian Correspondent Lender, or the
UK Correspondent Lender, as applicable, from such Borrower (other than in connection with Banking
Services or Rate Management Obligations), second, to pay any fees, expense reimbursements,
or Taxes then due to the Lenders from such Borrower (other than in connection with Banking Services
or Rate Management Obligations), third, to pay interest due in respect of the Loans,
including Non-Ratable Loans, Overadvances and Protective Advances, fourth, to pay or prepay
principal of the Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or
prepay principal of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective
Advances)








 









 







and unpaid reimbursement obligations in respect of Facility LCs, sixth, to pay an
amount to the Agent, the Canadian Correspondent
Lender, or the UK Correspondent Lender, as the case may be, equal to one hundred five percent
(105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate
amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash
collateral for such Obligations, seventh, to payment of any amounts owing with respect to
Banking Services and Rate Management Obligations, eighth, to the payment of any other
Obligation due to the Applicable Agent or any Lender by such Borrower, and ninth, to the
extent of any excess not so credited, such excess shall be made available to the applicable
Borrower by deposit in such Borrower’s operating Account with the Agent. For the purpose of
calculating the applicable Borrower’s interest and determining the aggregate Loans outstanding, all
collections and remittances shall be credited to such Borrower: (i) in the case of collections and
remittances received by wire transfer prior to 11:00 a.m. (local time), on the same Business Day as
received, (ii) in the case of collections and remittances received by wire transfer after 11:00
a.m. (local time), on the next succeeding Business Day after such receipt and (iii) in the case of
all other collections and remittances received, conditional on final payment, one (1) Business Day
after the Agent receives notice of the deposit of the proceeds of such collections and remittances
into the Cash Management Account prior to noon (local time), provided however in the case of clause
(iii) above, that in the event that the Applicable Agent receives notice of such deposit later than
noon (local time) on any Business Day, such collection or remittance deposited shall be credited to
such Borrower (conditional upon final collection) two (2) Business Days after such deposit. From
time to time, upon advance written notice to the Domestic Borrower, the Agent, the Canadian
Correspondent Lender and the UK Correspondent Lender may adopt such additional or modified
regulations and procedures as it may deem reasonable and appropriate with respect to the operation
of the Cash Management Account and the services to be provided by such agent under this Agreement.
Notwithstanding any provision of any Loan Document to the contrary, unless Availability is less
than $20,000,000 or a Default has occurred and is continuing, promptly upon the Domestic Borrower’s
request, the UK Correspondent Lender will transfer all funds from the UK lockboxes to any account
designated by the UK Borrowers on a bi-weekly basis.



ARTICLE XVII




RELATIONSHIP OF THE DOMESTIC BORROWER AND THE OTHER LOAN PARTIES 




     17.1. Notices. Each Loan Party shall immediately notify the Domestic Borrower of the
occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing
such Default or Unmatured Default and stating that such notice is a “notice of default.” Any
notice provided to the Domestic Borrower hereunder shall constitute notice to each Loan Party on
the date received by the Domestic Borrower.



     17.2. Execution of Loan Documents; Borrowing Base Certificate. The Loan Parties
hereby empower and authorize the Domestic Borrower, on behalf of the Loan Parties, to execute and
deliver to the Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect
the purposes








 









 







of the Loan Documents, including without limitation, the Aggregate Borrowing Base
Certificates and the Compliance Certificates. Each Loan Party agrees that any action taken by the
Domestic Borrower in accordance with the terms of this Agreement or the other Loan Documents, and
the exercise by the Domestic Borrower of its powers set forth therein or herein, together with such
other powers that are reasonably incidental thereto, shall be binding upon all of the Loan Parties.



     17.3. Reporting. Each Borrowing Loan Party hereby agrees that it shall furnish
promptly after each Fiscal Month to the Domestic Borrower, and in no event later than 20 days after
the end of each Fiscal Month, a copy of its Borrowing Base Certificate and the calculation of its
Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture), on which the Domestic
Borrower shall rely to prepare the Aggregate Borrowing Base Certificates and Compliance
Certificates and the Indenture Certificate required pursuant to the provisions of this Agreement.
The Domestic Borrower shall retain all such Borrowing Base Certificates until the Facility
Termination Date and shall deliver same to the Agent upon the Agent’s request therefor.



     17.4. Disbursement of Loan Proceeds. Upon the receipt by a Borrower of the proceeds
of any Advance, such Borrower shall immediately disburse such proceeds to itself and to the other
Borrowing Loan Parties via intercompany loans, in each case based upon each such Borrowing Loan
Party’s Borrowing Base Certificate. After such initial disbursement, the Loan Parties may make
additional intercompany loans to the extent permitted pursuant to the terms hereof.



     17.5 Domestic Borrower as Representative. For purposes of this Agreement, each Loan
Party hereby: (i) authorizes the Domestic Borrower to make such requests, give such notices or
furnish such certificates to the Agent, the Canadian Correspondent Lender, the UK Correspondent
Lender or the LC Issuer as may be required or permitted by this Agreement for the benefit of such
Loan Party and to give any consents on behalf of such Loan Party required by Section
12.2(b) of this Agreement in connection with assignments by the Lenders pursuant thereto and
(ii) authorizes the Agent, the Canadian Correspondent Lender, the UK Correspondent Lender and the
LC Issuer to treat such requests, notices, certificates or consents made, given or furnished by the
Domestic Borrower as having been made, given or furnished by such Loan Party. Each Loan Party
agrees to be bound by all such requests, notices, certificates and consents and other such actions
by the Domestic Borrower and agrees that all notices to and demands upon the Domestic Borrower in
respect of any Loan Party shall constitute effective notice to and demand upon such Loan Party for
all purposes hereunder. The Agent, the Canadian Correspondent Lender, the UK Correspondent Lender
and the LC Issuer shall be entitled to rely upon all such requests, notices, certificates and
consents made, given or furnished by the Domestic Borrower pursuant to this Agreement or any other
Loan Documents as being made or furnished on behalf of, and with the effect of irrevocably binding,
any Loan Party.







 









 





ARTICLE XVIII




USA PATRIOT ACT NOTIFICATION




     18.1 USA Patriot Act Notification. The following notification is provided to the Loan
Parties pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:




     IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities, Federal
law requires all financial institutions to obtain, verify, and record information
that identifies each person or entity that opens an account, including any deposit
account, treasury management account, loan, other extension of credit, or other
financial services product. What this means for each Loan Party: When a Loan Party
opens an account, if such Loan Party is an individual, the Agent will ask for such
Loan Party’s name, residential address, tax identification number, date of birth, and
other information that will allow the Agent and the Lender to identify such Loan
Party, and, if a Loan Party is not an individual, the Agent will ask for such Loan
Party’s name, tax identification number, business address, and other information that
will allow the Agent and the Lenders to identify such Loan Party. The Agent may also
ask, if such Loan Party is an individual, to see such Loan Party’s driver’s license
or other identifying documents, and, if such Loan Party is not an individual, to see
such Loan Party’s legal organizational documents or other identifying documents.



ARTICLE XIX




CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONFESSION OF JUDGMENT




     19.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY
EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF OHIO, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



     19.2 CONSENT TO JURISDICTION. EACH LOAN PARTY HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR OHIO STATE COURT SITTING IN CLEVELAND, OHIO IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH LOAN PARTY
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT








 









 







THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST LOAN PARTY IN THE
COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST THE AGENT, THE
LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTION WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CLEVELAND,
OHIO.



     19.3 WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE AGENT, THE LC ISSUER AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



     19.4 CONFESSION OF JUDGMENT. THE LOAN PARTIES HEREBY AUTHORIZE ANY ATTORNEY-AT-LAW TO
APPEAR IN ANY COURT OF RECORD IN ANY COUNTY IN THE STATE OF OHIO OR ELSEWHERE WHERE A LOAN PARTY
HAS A PLACE OF BUSINESS, SIGNED A REVOLVING NOTE OR CAN BE FOUND, AFTER THE AGENT OR REQUIRED
LENDERS DECLARE A DEFAULT AND ACCELERATE THE BALANCES DUE UNDER THIS AGREEMENT, TO WAIVE THE
ISSUANCE OF SERVICE OF PROCESS AND CONFESS JUDGMENT AGAINST THE LOAN PARTIES IN FAVOR OF THE AGENT
AND LENDERS FOR THE AMOUNTS THEN APPEARING DUE, TOGETHER WITH THE COSTS OF SUIT, AND THEREUPON TO
RELEASE ALL ERRORS AND WAIVE ALL RIGHT OF APPEAL AND STAY OF EXECUTION. THE LOAN PARTIES AGREE AND
CONSENT THAT THE ATTORNEY CONFESSING JUDGMENT ON BEHALF OF THE LOAN PARTIES HEREUNDER MAY ALSO BE
COUNSEL TO THE AGENT, LENDERS OR ANY OF THEIR AFFILIATES, WAIVES ANY CONFLICT OF INTEREST WHICH
MIGHT OTHERWISE ARISE, AND CONSENTS TO THE AGENT OR LENDERS PAYING SUCH CONFESSING ATTORNEY A LEGAL
FEE OR ALLOWING SUCH ATTORNEY’S FEES TO BE PAID FROM ANY PROCEEDS OF COLLECTION OF AGREEMENT OR
COLLATERAL SECURITY THEREFOR.



[Signature Pages Follow]









 









 




IN WITNESS WHEREOF, the Borrowers, the other Loan Parties, the Lenders and the Agent have
executed this Agreement as of the date first above written.




	 	 	 	 	 	 	 
	 	 	DOMESTIC BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	PARK-OHIO INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert D. Vilsack	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert D. Vilsack	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	NOTICE ADDRESS FOR ALL LOAN

PARTIES:	 	 
	 
	 	 	 	 	 	 
	 	 	Address: c/o Park-Ohio Industries, Inc.	 	 
	 	 	23000 Euclid Avenue	 	 
	 	 	Cleveland, OH 44117	 	 
	 	 	Attention: General Counsel	 	 
	 	 	Telephone: (216) 692-7200	 	 
	 	 	Facsimile: (216) 692-6877	 	 
	 
	 	 	 	 	 	 
	 	 	CANADIAN BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	RB&W CORPORATION OF CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert D. Vilsack
 

	 	 
	 

	 	Name:
	 	Robert D. Vilsack	 	 
	 

	 	Title:
	 	Secretary	 	 



















 





	 	 	 	 	 	 	 
	 	 	UK BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	AJAX TOCCO INTERNATIONAL

LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Robert D. Vilsack
 

Robert D. Vilsack
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Richard Paul Elliott	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Paul Elliott	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	INTEGRATED LOGISTICS SOLUTIONS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert D. Vilsack	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert D. Vilsack	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Richard Paul Elliott	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Paul Elliott	 	 
	 

	 	Title:
	 	Director	 	 



















 





DOMESTIC SUBSIDIARIES:




	 	 	 
	THE AJAX MANUFACTURING COMPANY

	 	LEWIS & PARK SCREW & BOLT COMPANY
	AJAX TOCCO MAGNETHERMIC 

    CORPORATION

	 	NABS, INC.
PARK AVENUE TRAVEL LTD.
	ATBD, INC.

	 	PARK-OHIO FORGED & MACHINED
	BLUE FALCON TRAVEL, INC.

	 	    PRODUCTS LLC
	THE CLANCY BING COMPANY

	 	PARK-OHIO PRODUCTS, INC.
	COLUMBIA NUT & BOLT LLC

	 	PHARMACEUTICAL LOGISTICS INC.
	CONTROL TRANSFORMER, INC.

	 	PHARMACY WHOLESALE LOGISTICS, INC.
	FECO, INC.

	 	P-O REALTY LLC
	FORGING PARTS & MACHINING COMPANY

	 	POVI L.L.C.
	GATEWAY INDUSTRIAL SUPPLY LLC

	 	PRECISION MACHINING CONNECTION LLC
	GENERAL ALUMINUM MFG. COMPANY

	 	RB&W LTD.
	ILS TECHNOLOGY LLC

	 	RB&W MANUFACTURING LLC
	INTEGRATED HOLDING COMPANY

	 	RED BIRD, INC.
	INTEGRATED LOGISTICS HOLDING COMPANY

	 	SOUTHWEST STEEL PROCESSING LLC
	INTEGRATED LOGISTICS SOLUTIONS, INC.

	 	SUMMERSPACE, INC.
	INTEGRATED LOGISTICS SOLUTIONS LLC

	 	TOCCO, INC.
	LALLEGRO, INC.

	 	WB&R ACQUISITION COMPANY, INC.






	 	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	Robert D. Vilsack
 

Robert D. Vilsack 

Secretary
	 	 



















 





Exhibit 4.1




	 	 	 	 	 	 	 
	 	 	CANADIAN SUBSIDIARIES:	 	 
	 
	 	 	 	 	 	 
	 	 	AJAX TOCCO MAGNETHERMIC CANADA LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Robert D. Vilsack
 

Robert D. Vilsack
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	INTEGRATED LOGISTICS COMPANY OF CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert D. Vilsack	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert D. Vilsack	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	RB&W LOGISTICS
CANADA, INC. /

 LOGISTIQUE RB&W CANADA, INC.	 	 
	 	 		 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert D. Vilsack	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert D. Vilsack	 	 
	 

	 	Title:
	 	Secretary	 	 






M-i









 





	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	Individually, as the Agent, a Lender,
and LC Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	David J. Waugh
 

David J. Waugh
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 1300 East Ninth Street, 13th Floor	 	 
	 	 	Cleveland, OH 44114	 	 
	 	 	Attention: David J. Waugh	 	 
	 	 	Telephone: (216) 781-2128	 	 
	 	 	Facsimile: (216) 781-2071	 	 






M-ii









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Michael N. Tam
 

	 	 
	 

	 	Name:
	 	Michael N. Tam	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 1300 East Ninth Street, 13th Floor	 	 
	 	 	Cleveland, OH 44114	 	 
	 	 	Attention: David J. Waugh	 	 
	 	 	Telephone: (216) 781-2128	 	 
	 	 	Facsimile: (216) 781-2071	 	 






M-iii









 





	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Tim Jacob
 

Tim Jacob
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 10 Aldermanbury	 	 
	 	 	London EC2V 7RF	 	 
	 	 	United Kingdom	 	 
	 	 	Attention: Tim Jacob	 	 
	 	 	Telephone: 44 (0)20 7325 7457	 	 
	 	 	Facsimile: 44 (0)20 7325 6813	 	 






M-iv









 





	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION

as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	John P. Dunn
 

John P. Dunn
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 127 Public Square, 18th Floor	 	 
	 	 	Mailcode: OH-01-27-1814	 	 
	 	 	Cleveland, OH 44114	 	 
	 	 	Attention: John P. Dunn	 	 
	 	 	Telephone: (216) 689-4386	 	 
	 	 	Facsimile: (216) 689-8470	 	 






M-v









 





	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Matthew Kasper	 	 
	 

	 	Name:
	 	 

Matthew Kasper
	 	 
	 

	 	Title:
	 	AVP – Relationship Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 425 Walnut Street, 14th Floor	 	 
	 	 	Mailcode: CN-OH-W14S	 	 
	 	 	Cincinnati, OH 45202	 	 
	 	 	Attention: Matthew Kasper	 	 
	 	 	Telephone: 513-632-4226	 	 
	 	 	Facsimile: 513-632-2040	 	 






M-vi









 





	 	 	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Paul A. Rebholz
 

Paul A. Rebholz
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: Six PPG Place, Suite 820	 	 
	 	 	Pittsburgh, PA 15222	 	 
	 	 	Attention: Paul A. Rebholz	 	 
	 	 	Telephone: (412) 391-3333	 	 
	 	 	Facsimile: (412) 391-2580	 	 






M-vii









 





	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	Douglas A. Hoffman
 

Douglas A. Hoffman 

Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 249 Fifth Avenue, 6th Floor	 	 
	 	 	1 PNC Place	 	 
	 	 	Pittsburgh, PA 15222	 	 
	 	 	Attention: Douglas A. Hoffman	 	 
	 	 	Telephone: (412) 768-1333	 	 
	 	 	Facsimile: (412) 768-4369	 	 






M-viii









 





	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Roy C. Lanctot
 

Roy C. Lanctot
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 600 Superior Avenue	 	 
	 	 	Cleveland, OH 44114	 	 
	 	 	Attention: Roy C. Lanctot	 	 
	 	 	Telephone: (216) 274-5473	 	 
	 	 	Facsimile: (216) 273-5441	 	 






M-ix









 





	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	Jason Hanes
 

Jason Hanes
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 1965 E. 6th Street, Suite 400	 	 
	 	 	LOC 01-3049	 	 
	 	 	Cleveland, OH 44114	 	 
	 	 	Attention: Jason Hanes	 	 
	 	 	Telephone: (216) 222-9508	 	 
	 	 	Facsimile: (216) 222-9555	 	 






M-x









 




BANK OF AMERICA, N.A.

as a Lender



By: Navneet Khanna                              

Name: Navneet Khanna

Title: Vice President



Address: 231 LaSalle Street, 7th Floor

Chicago, IL 60604

Attention: Navneet Khanna

Telephone: (312) 755-3307

Facsimile: (312) 755-3300




M-xi









 





BANK OF AMERICA, N.A. (ACTING

THROUGH ITS CANADA BRANCH)

as a Lender



By: Nelson Lam                              

Name: Nelson Lam

Title: Vice President



Address: 200 Front Street West, Suite 2700

Toronto, Ontario M5V 3L2

Canada

Attention: Teresa Tsui and

      Junior Del Brocco

Telephone : 416-349-5390

Facsimile: 416-349-4282



and

231 S. LaSalle Street, 7th Floor

Chicago, IL 60604

Attention: Senior Portfolio Manager

Telephone: (312) 775-3313

Facsimile: (312) 755-3300

and



20975 Swenson Drive, Suite 200

Waukesha, WI 53186

Attention: Operations Manager

Telephone: (262) 798-4830

Facsimile: (262) 798-4860




M-xii









 







BANK OF AMERICA, N.A. LONDON BRANCH

as a Lender



By: Navneet Khanna                              

Name: Navneet Khanna

Title: Vice President



Address: 5 Canada Square,

London E14 5AQ

United Kingdom

Attention: Bernisi Morrin

Telephone: +44 (0) 20 7174 5806

Facsimile: +44 (0) 20 7174 6493



and



231 S. LaSalle Street, 7th Floor,

Chicago, IL 60604

Attention: Senior Portfolio Manager

Telephone: (312) 775-3313

Facsimile: (312) 755-3300



and



20975 Swenson Drive, Suite 200

Waukesha, WI 53186

Attention: Operations Manager

Telephone: (262) 798-4830

Facsimile: (262) 798-4860




M-xiii









 







WELLS FARGO BANK, NATIONAL ASSOCIATION

as a Lender



By: Jason W. Sutton                              

Name: Jason W. Sutton

Title: Vice President



Address: 200 Public Square, Suite 200

Cleveland, OH 44114

Attention: Jason W. Sutton

Telephone: (216) 344-6955

Facsimile: (216) 344-6971





M-xiv









 







COMMITMENT SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Canadian
	 	 	 	 	 	 	 	 	 	 	UK Sub-	 	Sub-
	 	 	 	 	 	 	 	 	 	 	Commitment	 	Commitment
	 	 	Domestic	 	Commitment	 	Of UK	 	of Canadian
	Lender	 	Commitment	 	Percentage	 	Lenders*	 	Lenders*
	JPMorgan Chase Bank,
N.A.
	 	$	40,000,000	 	 	 	14.81	%	 	$	9,185,000	 	 	$	11,022,000	 
	KeyBank National
Association
	 	 	40,000,000	 	 	 	14.81	%	 	 	 	 	 	 	 	 
	U.S. Bank National
Association
	 	 	28,000,000	 	 	 	10.37	%	 	 	 	 	 	 	 	 
	Citizens Bank of
Pennsylvania
	 	 	32,700,000	 	 	 	12.11	%	 	 	 	 	 	 	 	 
	PNC Bank, National
Association
	 	 	30,300,000	 	 	 	11.22	%	 	 	 	 	 	 	 	 
	Fifth Third Bank
	 	 	24,000,000	 	 	 	8.89	%	 	 	 	 	 	 	 	 
	National City
Business Credit,
Inc.
	 	 	31,000,000	 	 	 	11.49	%	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	 	22,000,000	 	 	 	8.15	%	 	 	815,000	 	 	 	978,000	 
	Wells Fargo Bank,
National Association
	 	 	22,000,000	 	 	 	8.15	%	 	 	 	 	 	 	 	 
	Aggregate Commitment
	 	$	270,000,000	 	 	 	100	%	 	$	10,000,000	 	 	$	12,000,000	 








 




			
	*	 	The UK Sub-Commitment and Canadian Sub-Commitment are Sub-Commitments of the Domestic Commitment
and not separate Commitments.




Commitment Schedule




 









 








PRICING SCHEDULE




     The following Pricing Schedule shall remain in effect until five Business Days after receipt
by the Agent of the Loan Parties’ 2007 audited Financial Statements.



	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	APPLICABLE
	 	 	 	 	APPLICABLE MARGIN	 	FEE RATE
	 	 	 	 	EURODOLLAR	 	 	 	 	 	 	 	
	 	 	 	 	MARGIN	 	 	 	 	 	 	 	 
	 	 	 	 	Relating To	 	 	 	 	 	 	 	 
	 	 	 	 	Revolving	 	 	 	 	 	 	 	 
	 	 	 	 	Loans other	 	 	 	 	 	 	 	 
		 	Debt Service	 	than for	 	ABR	 	EURODOLLAR	 	EURODOLLAR	 	
		 	Coverage	 	Fixed Asset	 	MARGIN	 	MARGIN	 	MARGIN	 	
		 	Ratio	 	Advances and	 	applicable	 	applicable to	 	applicable to	 	UNUSED
		 	(trailing 4	 	the Tranche B	 	to floating	 	fixed asset	 	the Tranche B	 	COMMITMENT
	LEVEL	 	quarters)	 	Facility	 	rate loans	 	advances	 	Facility	 	FEE
	5	 	£1.25 to 1.00
	 	 	1.75	%	 	 	0	%	 	 	2.00	%	 	 	1.50	%	 	 	0.25	%
	4	 	>1.25 to 1.00
but
£1.50 to 1.00
	 	 	1.50	%	 	 	0	%	 	 	1.75	%	 	 	1.50	%	 	 	0.25	%
	3	 	>1.50 to 1.00
but
<1.70 to 1.00
	 	 	1.25	%	 	 	0	%	 	 	1.50	%	 	 	1.50	%	 	 	0.125	%
	2	 	31.70 to 1.00
but
£1.90 to 1.00
	 	 	1.00	%	 	 	0	%	 	 	1.25	%	 	 	1.50	%	 	 	0.125	%
	1	 	>1.90 to 1.00
	 	 	0.75	%	 	 	0	%	 	 	1.00	%	 	 	1.50	%	 	 	0.125	%






[Pricing Schedule Continued on Next Page]




Pricing Schedule





 









 








PRICING SCHEDULE (CONTINUED)




PRICING SCHEDULE




     The following Pricing Schedule shall become effective five Business Days after receipt by the
Agent of the Loan Parties’ 2007 audited Financial Statements.



	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	APPLICABLE
	 	 	 	 	APPLICABLE MARGIN	 	FEE RATE
	 	 	 	 	EURODOLLAR	 	 	 	 	 	 	 	 
	 	 	 	 	MARGIN	 	 	 	 	 	 	 	 
	 	 	 	 	Relating To	 	 	 	 	 	 	 	 
	 	 	 	 	Revolving	 	 	 	 	 	 	 	 
	 	 	 	 	Loans other	 	 	 	 	 	 	 	 
		 	Debt Service	 	than for	 	ABR	 	EURODOLLAR	 	EURODOLLAR	 	
		 	Coverage	 	Fixed Asset	 	MARGIN	 	MARGIN	 	MARGIN	 	
		 	Ratio	 	Advances and	 	applicable	 	applicable to	 	applicable to	 	UNUSED
		 	(trailing 4	 	the Tranche B	 	to floating	 	fixed asset	 	the Tranche B	 	COMMITMENT
	LEVEL	 	quarters)	 	Facility	 	rate loans	 	advances	 	Facility	 	FEE
	5	 	£1.10 to 1.00
	 	 	1.75	%	 	 	0	%	 	 	2.00	%	 	 	1.50	%	 	 	0.25	%
	4	 	>1.10 to 1.00
but
£1.25 to 1.00
	 	 	1.50	%	 	 	0	%	 	 	1.75	%	 	 	1.50	%	 	 	0.25	%
	3	 	>1.25 to 1.00
but
<1.50 to 1.00
	 	 	1.25	%	 	 	0	%	 	 	1.50	%	 	 	1.50	%	 	 	0.125	%
	2	 	31.50 to 1.00
but
£1.75 to 1.00
	 	 	1.00	%	 	 	0	%	 	 	1.25	%	 	 	1.50	%	 	 	0.125	%
	1	 	>1.75 to 1.00
	 	 	0.75	%	 	 	0	%	 	 	1.00	%	 	 	1.50	%	 	 	0.125	%






     “Financials” means the annual or quarterly financial statements of the Domestic
Borrower delivered pursuant to Section 6.1 of the Credit Agreement.



     Adjustments, if any, to the applicable margins fees shall be effective five Business Days
after the Agent has received the applicable Financials. If the Domestic Borrower fails to deliver
the Financials to the Agent at the time required pursuant to the Credit Agreement, then the
applicable margins and fees shall be the highest applicable margins and fees set forth in the
foregoing table until five days after such Financials are so delivered.



Pricing Schedule






 









 








EXHIBIT A




BORROWING NOTICE




Date:                                         , 20___




To: JPMorgan Chase Bank, N.A., as the Agent for the Lenders




     This Borrowing Notice is furnished pursuant to Section 2.1.1(d)(i) of that certain
Second Amended and Restated Credit Agreement dated as of                     , 2007 (as amended, modified,
renewed or extended from time to time, the “Agreement”) among the Domestic Borrower, the
other Loan Parties, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as the Agent, the
Canadian Correspondent Lender, the UK Correspondent Lender and as LC Issuer. Unless otherwise
defined herein, capitalized terms used in this Borrowing Notice have the meanings ascribed thereto
in the Agreement.



     The Domestic Borrower hereby notifies the Agent of its request of the following Advance:



     (1) Borrower:                                                             



     (2) Borrowing Date (must be a Business Day):                     



     (3) Aggregate Amount of the Advance: $                                        



     (4) Type of Advance:



	 	 	 	 	 	 	 
	 

	 	Canadian Floating Rate Advance	 	 	 	 
	 

	 	Canadian Fixed Rate Advance
	 	 

	 	 
	 

	 	UK Fixed Rate Advance
	 	 

	 	 
	 

	 	Domestic Floating Rate Advance
	 	 

	 	 
	 

	 	Eurodollar Advance
	 	 

	 	 
	 

	 	 	 	 

	 	 






     (5) Duration of Interest Period:



          One Month                     



          Two Months                     



          Three Months                     



          Six Months                     



     The Domestic Borrower hereby represents, on behalf of itself and the other Loan Parties, that,
as of the date of this Borrowing Notice:





A-1









 









	 	(a)	 	There exists no Default or Unmatured Default and no Default or Unmatured
Default shall result from this Credit Extension.
	 
	 	(b)	 	The representations and warranties contained in Article V of the Agreement are
true and correct, except to the extent any such representation or warranty is stated to
relate solely to an earlier date.





	 	 	 	 	 	 
	 	 	PARK-OHIO INDUSTRIES, INC.	 
	 
	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	 	 	 	 
	 

	 	Title:	 	 	 
	 

	 	 	 	 	 





A-2









 





EXHIBIT B




CONVERSION/CONTINUATION NOTICE




Date:                                         , 20___




To: JPMorgan Chase Bank, N.A., as the Agent for the Lenders




     This Conversion/Continuation Notice is furnished pursuant to Section 2.7 of that certain
Second Amended and Restated Credit Agreement dated as of                     , 2007 (as amended, modified,
renewed or extended from time to time, the “Agreement”) among the Domestic Borrower, the
other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Agent, Canadian
Correspondent Lender, the UK Correspondent Lender and as LC Issuer. Unless otherwise defined
herein, capitalized terms used in this Borrowing Notice have the meanings ascribed thereto in the
Agreement.



     The Domestic Borrower hereby notifies the Agent of its request to [SELECT ONE]:




	 	(1)	 	convert the [Canadian/Domestic] Floating Rate Advance in the amount of
$                     into a [Canadian/Eurodollar] Fixed Rate Advance with an Interest Period
duration of:
	 
	 	 	 	                     month(s)






	 	(2)	 	continue the [Canadian/Eurodollar/UK] Fixed Rate Advance described below:






(a) Date of Continuation (must be a Business Day):                     




(b) Aggregate Amount of Advance: $                                        




(c) The duration of the Interest Period applicable thereto:                      month(s)



     The Domestic Borrower hereby represents, on behalf of itself and the Loan Parties, that, as of
the date of this Conversion/Continuation Notice:




	 	(a)	 	There exists no Default or Unmatured Default and no Default or Unmatured
Default shall result from this Credit Extension.





B-1









 






	 	(b)	 	The representations and warranties contained in Article V of the Agreement are
true and correct, except to the extent any such representation or warranty is stated to
relate solely to an earlier date.





	 	 	 	 	 	 
	 	 	PARK-OHIO INDUSTRIES, INC.	 
	 
	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	 	 	 	 
	 

	 	Title:	 	 	 
	 

	 	 	 	 	 





B-2









 





EXHIBIT C




DOMESTIC REVOLVING NOTE




June ___, 2007




     Park-Ohio Industries, Inc. (the “Borrower”), promises to pay to the order of
                                                             (the “Lender”) the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to the Borrower pursuant to Article II of the Agreement
(as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank,
N.A., as the Agent, together with interest on the unpaid principal amount hereof at the rates and
on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and
unpaid interest on the Revolving Loans and Reimbursement Obligations in full on the Facility
Termination Date



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of each Loan and the
date and amount of each principal payment hereunder.



     This Note is being executed and delivered as an amendment to and restatement of an existing
Revolving Note executed by the Borrower and the execution and delivery of this Note shall not
constitute a novation and shall not terminate or otherwise affect the first lien and security
interest of the Lender in the Borrower’s property.



     This Note is one of the Revolving Notes issued pursuant to, and is entitled to the benefits
of, the Second Amended and Restated Credit Agreement dated as of June ___, 2007 (which, as it may
be amended or modified and in effect from time to time, is herein called the “Agreement”),
among the Borrower, the other Loan Parties, the lenders party thereto, including the Lender, the LC
Issuer and JPMorgan Chase Bank, N.A., as the Agent, to which Agreement reference is hereby made for
a statement of the terms and conditions governing this Note, including the terms and conditions
under which this Note may be prepaid or its maturity date accelerated. This Note is secured
pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, as more specifically
described in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with
the meanings attributed to them in the Agreement.



     The Borrower and the Lender hereby designate all Indebtedness and other obligations now or
hereafter incurred or otherwise outstanding under this Note to be “Designated Senior Indebtedness”
as set forth and defined in the Indenture.


THE BORROWER HEREBY AUTHORIZES ANY ATTORNEY-AT-LAW TO APPEAR IN ANY COURT OF RECORD IN ANY COUNTY
IN THE STATE OF OHIO OR ELSEWHERE WHERE THE BORROWER HAS A PLACE OF BUSINESS, SIGNED THIS NOTE OR
CAN BE FOUND, AFTER THE AGENT OR REQUIRED LENDERS DECLARE A DEFAULT AND ACCELERATE THE BALANCES DUE
UNDER THIS AGREEMENT, TO WAIVE THE ISSUANCE OF SERVICE OF PROCESS AND


C - 1









 






CONFESS JUDGMENT AGAINST THE BORROWER IN FAVOR OF THE AGENT AND LENDERS FOR THE AMOUNTS THEN
APPEARING DUE, TOGETHER WITH THE COSTS OF SUIT, AND THEREUPON TO RELEASE ALL ERRORS AND WAIVE ALL
RIGHT OF APPEAL AND STAY OF EXECUTION. THE BORROWER AGREES AND CONSENTS THAT THE ATTORNEY
CONFESSING JUDGMENT ON BEHALF OF THE BORROWER HEREUNDER MAY ALSO BE COUNSEL TO THE AGENT, LENDERS
OR ANY OF THEIR AFFILIATES, WAIVES ANY CONFLICT OF INTEREST WHICH MIGHT OTHERWISE ARISE, AND
CONSENTS TO THE AGENT OR LENDERS PAYING SUCH CONFESSING ATTORNEY A LEGAL FEE OR ALLOWING SUCH
ATTORNEY’S FEES TO BE PAID FROM ANY PROCEEDS OF COLLECTION OF AGREEMENT OR COLLATERAL SECURITY
THEREFOR.








WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.








	 	 	 	 	 
	 	 	PARK-OHIO INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





C - 2









 





EXHIBIT D




RESERVED




D - 1









 





EXHIBIT E




COMPLIANCE CERTIFICATE





			
	To:	 	The Lenders parties to the

Credit Agreement Described Below





     This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated
Credit Agreement dated as of                     , 2007 (as amended, modified, renewed or extended from
time to time, the “Agreement”) among Park-Ohio Industries, Inc. (the “Domestic
Borrower”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
the Agent, the Canadian Correspondent Lender, the UK Correspondent Lender and as LC Issuer. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected                      of the Borrower;



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a review of the financial transactions and conditions of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial statements;



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Default, Unmatured Default or Fixed Charge
Coverage Ratio Condition during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate, except as set forth below;



     4. I hereby certify that no Loan Party has changed (i) its name, (ii) its principal place of
business, (iii) the type of entity it is or (iv) its state of incorporation or organization without
having given the Agent the notice required by Section 6.22;



     5. Schedule I attached hereto sets forth financial data and computations evidencing
the Domestic Borrower’s compliance with the covenant contained in Section 6.29 of the Agreement,
all of which data and computations are true, complete and correct;



     6. Schedule II attached hereto sets forth the various reports and deliveries which are
required at this time under the Credit Agreement and the other Loan Documents and the status of
compliance; and



     7. If the Domestic Borrower is in compliance with the Fixed Charge Coverage Ratio,
Schedule III attached hereto sets forth a calculation of the Fixed Charge Coverage Ratio
(as defined in the Indenture) for the Domestic Borrower and each other Loan Party evidencing



E - 1









 







such compliance with the terms thereof, all of which data and computations are true, complete and
correct, if applicable.



     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Domestic
Borrower has taken, is taking, or proposes to take with respect to each such condition or event:




	 
	 	 	 

	 
	 	 	 

	 
	 	 	 






     The foregoing certifications, together with the computations and information set forth in
Schedules I, II and III hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ___ day of                     , ___.



	 	 	 	 	 
	 	 	PARK-OHIO INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





E - 2









 





SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance
as of                     , ___ with respect to

Section 6.29 of the Agreement




E - 3









 





SCHEDULE II TO COMPLIANCE CERTIFICATE




Reports and Deliveries Currently Due




E - 4









 





SCHEDULE III TO COMPLIANCE CERTIFICATE




Fixed Charge Coverage Ratio




E - 5









 





EXHIBIT F




JOINDER AGREEMENT




     THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     , ___, 200_, is entered into
between                                                             , a                 
     (the “New Subsidiary”) and JPMorgan Chase Bank,
N.A., in its capacity as administrative agent (the “Agent”) under that certain Second Amended and
Restated Credit Agreement, dated as of                     , 2007 among Park-Ohio Industries, Inc., the
Loan Parties party thereto, the Lenders party thereto, the Agent, the Canadian Correspondent Agent,
the UK Correspondent Agent, the LC Issuer, KeyBank National Association, as Syndication Agent, and
JPMorgan Securities Inc., as Lead Arranger and Sole Book Runner (as the same may be amended,
modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.



     The New Subsidiary and the Agent, for the benefit of the Lenders, hereby agree as follows:



     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a [Domestic/Canadian/UK] Loan Party under the
Credit Agreement and a “Guarantor” for all applicable purposes of the Credit Agreement and shall
have all of the obligations of a [Domestic/Canadian/UK] Loan Party and a Guarantor thereunder as if
it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit
Agreement, including without limitation (a) all of the representations and warranties of the Loan
Parties set forth in Article V of the Credit Agreement, (b) all of the covenants set forth in
Article VI of the Credit Agreement, and (c) all of the guaranty obligations set forth in Article XV
of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph
1, the New Subsidiary, subject to the limitations set forth in Sections 15.1 and 15.13 of the
Credit Agreement, hereby guarantees, jointly and severally with the other Guarantors, to the Agent
and the Lenders, as provided in Article XV of the Credit Agreement, the prompt payment and
performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof
and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New
Subsidiary will, jointly and severally together with the other Guarantors, promptly pay and perform
the same, without any demand or notice whatsoever except as may be required under the Credit
Agreement, and that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended
maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.



     2. If required under the Credit Agreement, the New Subsidiary is, simultaneously with the
execution of this Agreement, executing and delivering such Collateral Documents (and



F - 1









 







such other documents and instruments) as requested by the Agent in accordance with the Credit
Agreement.



     3. The address of the New Subsidiary for purposes of Article XIII of the Credit Agreement is
set forth on the signature page to the Credit Agreement unless otherwise specified below:



	 	 	 	 	 
	 
	 	 

	 	 
	 
	 	 

	 	 
	 
	 	 

	 	 
	 
	 	 

	 	 






     4. The New Subsidiary hereby waives acceptance by the Agent and the Lenders of the guaranty by
the New Subsidiary upon the execution of this Agreement by the New Subsidiary.



     5. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument.



     6. The Agent and the New Subsidiary hereby designate all Indebtedness now or hereafter
incurred or otherwise outstanding under the Agreement to be “Designated Senior Debt” as set forth
as defined in the Indenture.



     7. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO.


THE BORROWER HEREBY AUTHORIZES ANY ATTORNEY-AT-LAW TO APPEAR IN ANY COURT OF RECORD IN ANY COUNTY
IN THE STATE OF OHIO OR ELSEWHERE WHERE THE BORROWER HAS A PLACE OF BUSINESS, SIGNED THIS NOTE OR
CAN BE FOUND, AFTER THE AGENT OR REQUIRED LENDERS DECLARE A DEFAULT AND ACCELERATE THE BALANCES DUE
UNDER THIS AGREEMENT, TO WAIVE THE ISSUANCE OF SERVICE OF PROCESS AND CONFESS JUDGMENT AGAINST THE
BORROWER IN FAVOR OF THE AGENT AND LENDERS FOR THE AMOUNTS THEN APPEARING DUE, TOGETHER WITH THE
COSTS OF SUIT, AND THEREUPON TO RELEASE ALL ERRORS AND WAIVE ALL RIGHT OF APPEAL AND STAY OF
EXECUTION. THE BORROWER AGREES AND CONSENTS THAT THE ATTORNEY CONFESSING JUDGMENT ON BEHALF OF THE
BORROWER HEREUNDER MAY ALSO BE COUNSEL TO THE AGENT, LENDERS OR ANY OF THEIR AFFILIATES, WAIVES ANY
CONFLICT OF INTEREST WHICH MIGHT OTHERWISE ARISE, AND CONSENTS TO THE AGENT OR LENDERS PAYING SUCH
CONFESSING ATTORNEY A LEGAL FEE OR ALLOWING SUCH ATTORNEY’S FEES TO BE PAID FROM ANY PROCEEDS OF
COLLECTION OF AGREEMENT OR COLLATERAL SECURITY THEREFOR.




F - 2









 





     IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be
accepted by its authorized officer, as of the day and year first above written.








WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.







	 	 	 	 	 	 
	 	 	[NEW SUBSIDIARY]	 
	 
	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	 	 	 	 
	 

	 	Title:	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Acknowledged and accepted:	 
	 
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Agent	 
	 
	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	 	 	 	 
	 

	 	Title:	 	 	 
	 

	 	 	 	 	 






F - 3











 





EXHIBIT G




ASSIGNMENT AND ASSUMPTION AGREEMENT




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between *[Insert name of Assignor]* (the
“Assignor”) and *[Insert name of Assignee]* (the “Assignee”). Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Agent as contemplated below, the interest in and to all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto that represents the amount and percentage
interest identified below of all of the Assignor’s outstanding rights and obligations under the
respective facilities identified below (including without limitation any letters of credit,
guaranties and non-ratable loans included in such facilities and, to the extent permitted to be
assigned under applicable law, all claims (including without limitation contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity), suits,
causes of action and any other right of the Assignor against any Person whether known or unknown
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.



     The Assignee represents and warrants to, and covenants with the Borrowers, the Lenders and the
Agent and acknowledges that the Borrowers, the Lenders and the Agent are relying thereon that
select one of (i), (ii) or (iii) below and delete the other two provisions:



     (i) the Assignee is not a non-resident of Canada within the meaning, for all purposes, of the
Income Tax Act (Canada).



OR




     (ii) the Assignee is a Schedule III Bank that will receive amounts under the Credit Documents
in connection with its Canadian banking business within the meaning of the Income Tax Act (Canada).



OR




G - 1









 








     (iii) the Assignee is a resident of and taxable in                      [country] and
that it is the beneficial owner of any and all amounts paid to it under the Credit Agreement and
the Assignee covenants that if its country of residence changes while it is a Lender under the
Credit Agreement, the Assignee hereby undertakes to advise the Borrower, the Lender and the Agent
within three (3) Business Days of such change.



	 	 	 	 	 
	1.

	 	Assignor:
	 	                                                            
	 
	 	 	 	 
	2.

	 	Assignee:
	 	                                                             *[and is an Affiliate of identify Lender]*
	 
	 	 	 	 
	3.

	 	Borrower:
	 	Park-Ohio Industries, Inc.
	 
	 	 	 	 
	4.

	 	Agent:
	 	JPMorgan Chase Bank, N.A., as the agent under the Credit Agreement.
	 
	 	 	 	 




5.          Credit Agreement: The Second Amended and Restated Credit Agreement dated as of
                    , 2007 among Park-Ohio Industries, Inc., (the “Borrower”), the other Loan
Parties, the Lenders party thereto, JPMorgan Chase Bank, N.A., as the Agent, and the other agents
party thereto.






G - 2









 









	6.	 	Assigned Interest:





	 	 	 	 	 
	Aggregate Amount of	 	 	 	 
	Commitment/Aggregate	 	 	 	Percentage Assigned of
	Credit Exposure for all	 	Amount of Commitment/Credit	 	Commitment/Aggregate
	Lenders1	 	Exposure Assigned2	 	Credit Exposure3
	$
	 	$	 	                    %







	7.	 	Trade Date:                                         4




Effective Date:                     , 20      [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]




     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 	 	 
	 	 	ASSIGNOR
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Consented to and Accepted:




JPMorgan Chase Bank, N.A., as the Agent and LC Issuer




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 







 




			
	2	 	Amount to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.
	 
	3	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
	 
	4	 	Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.




G - 3









 










Consented to:




PARK-OHIO INDUSTRIES, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





G - 4









 






ANNEX 1

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



          1.1. Assignor. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other Loan Document, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document, (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the Borrower, or any
guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loans or the Loan Documents.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice
instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv)
confirms that none of the funds, monies, assets or other consideration being used to make the
purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights,
benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v)
agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee’s non-performance of the
obligations assumed under this Assignment and Assumption, (vi) it has received a copy of the Credit
Agreement, together with copies of financial statements and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on the Agent or any other Lender, and
(vii) attached as Schedule 1 to this Assignment and Assumption is any documentation
required to be delivered by the Assignee with respect to its tax status pursuant to the terms of
the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will,
independently and without reliance on the Agent, the





G - 5









 







Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.




     2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount
agreed to by the Assignor and the Assignee. From and after the Effective Date, the Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of Ohio.



G - 6









 





EXHIBIT H




BORROWING BASE CERTIFICATE




See attached.




H - 1









 





EXHIBIT I




[Reserved]




I - 1









 





EXHIBIT J




ORDERLY LIQUIDATION PERCENTAGE




See attached.





J-1











 





EXHIBIT K




CANADIAN REVOLVING NOTE




June ___, 2007




     [                    ] (the “Canadian Borrower”), promises to pay to the order of
                                         (the “Lender”) the aggregate unpaid principal amount of all
Canadian Revolving Loans made by the Lender to the Canadian Borrower pursuant to Article II
of the Agreement (as hereinafter defined), in immediately available funds at [name and branch of
Canadian Bank] together with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Canadian Borrower shall pay the principal of and accrued and
unpaid interest on the Canadian Revolving Loans and Reimbursement Obligations in full on the
Facility Termination Date



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of each Loan and the
date and amount of each principal payment hereunder.



     This Note is being executed and delivered as an amendment to and restatement of an existing
Revolving Note executed by the Canadian Borrower and the execution and delivery of this Note shall
not constitute a novation and shall not terminate or otherwise affect the first lien and security
interest of the Lender in the Canadian Borrower’s property.



     This Note is one of the Revolving Notes issued pursuant to, and is entitled to the benefits
of, the Second Amended and Restated Credit Agreement dated as of June ___, 2007 (which, as amended,
and as it may be further amended or modified and in effect from time to time, is herein called the
“Agreement”), among the Domestic Borrower, Canadian Borrower, the UK Borrower, the other
Loan Parties, the lenders party thereto, including the Canadian Lender, the LC Issuer and JPMorgan
Chase Bank, N.A., as the Agent, to which Agreement reference is hereby made for a statement of the
terms and conditions governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral
Documents, as more specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.



K - 1









 





     The Canadian Borrower and the Lender hereby designate all Indebtedness and other obligations
now or hereafter incurred or otherwise outstanding under this Note to be “Designated Senior
Indebtedness” as set forth and defined in the Indenture.



	 	 	 	 	 	 	 
	 	 	[CANADIAN BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Print Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






K - 2









 






EXHIBIT L




UK REVOLVING NOTE




June ___, 2007




     [                    ] (the “UK Borrower”), promises to pay to the order of
                                         (the “Lender”) the aggregate unpaid principal amount of all UK
Fixed Rate Loans made by the Lender to the UK Borrower pursuant to Article II of the
Agreement (as hereinafter defined), in immediately available funds at [name and branch of UK Bank]
together with interest on the unpaid principal amount hereof at the rates and on the dates set
forth in the Agreement. The UK Borrower shall pay the principal of and accrued and unpaid interest
on the UK Fixed Loans and Reimbursement Obligations in full on the Facility Termination Date



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of each Loan and the
date and amount of each principal payment hereunder.



     This Note is being executed and delivered as an amendment to and restatement of an existing
Revolving Note executed by the UK Borrower and the execution and delivery of this Note shall not
constitute a novation and shall not terminate or otherwise affect the first lien and security
interest of the Lender in the UK Borrower’s property.



     This Note is one of the Revolving Notes issued pursuant to, and is entitled to the benefits
of, the Second Amended and Restated Credit Agreement dated as of                     , 2007 (which, as
amended, and as it may be further amended or modified and in effect from time to time, is herein
called the “Agreement”), among the Domestic Borrower, Canadian Borrower, the UK Borrower,
the other Loan Parties, the lenders party thereto, including the UK Lender, the LC Issuer and
JPMorgan Chase Bank, N.A., as the Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to
the Collateral Documents, as more specifically described in the Agreement, and reference is made
thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not
otherwise defined herein are used with the meanings attributed to them in the Agreement.



L - 1









 





     The UK Borrower and the Lender hereby designate all Indebtedness and other obligations now or
hereafter incurred or otherwise outstanding under this Note to be “Designated Senior Indebtedness”
as set forth and defined in the Indenture.



	 	 	 	 	 	 	 
	 	 	[UK BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Print Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






L - 2









 






EXHIBIT M




ASSOCIATED COSTS RATES




     1. For the purpose of this Agreement, the cost of compliance with existing requirements of the
Bank of England and/or the Financial Services Authority (or any other authority which replaces all
or any of their functions) in respect of the UK Fixed Rate Advances denominated in Pounds Sterling
will be calculated by the UK Correspondent Lender in relation to each UK Fixed Rate Advance on the
basis of rates supplied by the UK Correspondent Lender by reference to the circumstances existing
on the first day of each Interest Period in respect of such UK Fixed Rate Advance and, if any such
Interest Period exceeds three months, at three calendar monthly intervals from the first day of
such Interest Period during its duration in accordance with the following formula:



	 	 	 	 	 
	 

	 	AB + C(B – D) + E x 0.01
 

	 	percent per annum 
	 

	 	100 – (A + C)
	 	
	 
	 	 	 	 
	 

	 	Where:	 	 







	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which the UK Correspondent Lender is from time to time required to
maintain as an interest free cash ratio deposit with the Bank of England to comply with
cash ratio requirements.
	 
	 	B	 	is the percentage rate per annum at which Pounds Sterling deposits are offered
by the UK Correspondent Lender in accordance with its normal practice, for a period
equal to (a) the relevant Interest Period (or, as the case may be, remainder of such
Interest Period) in respect of the relevant UK Fixed Rate Advance or (b) three months,
whichever is shorter, to a leading bank in the London Interbank Market at or about
11:00 a.m. (London time) in a sum approximately equal to the amount of such UK Fixed
Rate Advance.
	 
	 	C	 	is the percentage of Eligible Liabilities which the UK Correspondent Lender is
required from time to time maintain as interest bearing Special Deposits with the Bank
of England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England on interest
bearing Special Deposits.
	 
	 	E	 	is the rate payable by the UK Correspondent Lender to the Financial Services
Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum
fee required pursuant to the Fees Regulations) and expressed in pounds per £1,000,000
of the Fee Base of the Bank.
	 
	 	2.	 	For the purposes of this Exhibit M




M - 1









 












	 	(a)	 	“Eligible Liabilities” and “Special Deposits”
shall bear the meanings ascribed to them from time to time under or pursuant to
the Bank of England Act 1998 or (as appropriate) by the Bank of England.
	 
	 	(b)	 	“Fee Regulations” means the Banking Supervision (Fees)
Regulations 2001 or such other law or regulation as may be in force from time
to time in respect of the payment of fees for banking supervision.
	 
	 	(c)	 	“Fee Base” shall bear the meaning ascribed to it, and
shall be calculated in accordance with, the Fees Regulations.





     3. The percentages used in A and C above shall be those required to be maintained on the first
day of the relevant period as determined in accordance with B above.



     4. In application of the above formula, A, B, C and D will be included in the formula as
figures and not as percentages e.g. if A is 0.5 per cent. and B is 12 per cent, AB will be
calculated as 0.5 x 12 and not as 0.5 per cent x 12 per cent.



     5. Calculations will be made on the basis of a 365 day year (or, if market practice differs,
in accordance with market practices).



     6. A negative result obtained by subtracting D from B shall be taken as zero.



     7. The resulting figures shall be rounded upwards, if not already such a multiple, to the
nearest whole multiple to 1/32%.



     8. Additional amounts calculated in accordance with this Schedule are payable on the last day
of the Interest Period to which they relate.



     9. The determination of the Associated Costs Rate by the UK Correspondent Lender in relation
to any period shall, in the absence of manifest error, be conclusive and binding on all of the
parties hereto.



     10.
The UK Correspondent Lender may from time to time, after consultation with the UK Borrower,
determine and notify to all parties any amendments or variations which are required to be made to
the formula set out above in order to comply with any requirements from time to time imposed by the
Bank of England or the Financial Service Authority (or any other authority which replaces all or an
of their functions) in relation to UK Fixed Rate Advances denominated in Pounds Sterling (including
any requirements relating to Pounds Sterling primary liquidity) and, any such determination shall,
in the absence of manifest error, be conclusive and binding on all the parties hereto.




M - 2











 





SCHEDULE 1




DESIGNATED ACCOUNT DEBTORS





	1.	 	Whirlpool
	 
	2.	 	Invensis
	 
	3.	 	Volvo
	 
	4.	 	Mack




 









 











SCHEDULE 5.8




LITIGATION AND CONTINGENT OBLIGATIONS




1. Refer to the public securities filings of Park-Ohio Holdings Corp. and the Borrower describing
certain matters.



2. A suit has been filed by Latrobe Steel Company against Ajax Tocco Magnethermic Corporation, a
Loan Party, in U.S. District Court, Northern District of Ohio. The matter, case No. 4:07 CV 1533,
alleges breach of warranty and seeks damages in excess of Seven Million Dollars.



3. See Schedules 5.18 (Environmental Matters) and 5.25 (Intellectual Property
Rights) of these Disclosure Schedules for additional Litigation.



4. Agreement of Guarantee and Suretyship, dated as of November 25, 2002, from the Borrower for the
benefit of Harbison Walker Refractories Company.



5. Corporate Guaranty, dated as of June 28, 2002, from the Borrower for the benefit of General
Electric Capital Corporation (relating to General Aluminum Mfg. Company).



6. Corporate Guaranty, dated as of June 28, 2002, from the Borrower for the benefit of General
Electric Capital Corporation (relating to Integrated Logistics Solutions LLC).



7. Limited Guaranty Agreement, dated as of September 1, 2002, from the Borrower for the benefit of
Blackhawk Energy Services, LLC.



8. Guaranty Agreement, dated as of September 30, 2002, from the Borrower in favor of the Arkansas
Department of Economic Development and the Arkansas Development Finance Authority.



9. Corporate Guaranty, dated as of February 1, 2005, from the Borrower for the benefit of Winthrop
Resources Corp. (relating to Integrated Logistics Solutions LLC).



 









 





SCHEDULE 5.18




ENVIRONMENTAL MATTERS




1. Ohio EPA Proposed Directors’ Final Findings and Orders, dated as of
February 11, 2003, concerning violations of storage for oil and waste products and corresponding
civil environmental penalties.



 









 





SCHEDULE 5.23




AFFILIATE TRANSACTIONS





	1.	 	Park-Ohio Industries, Inc. (“Park-Ohio”), Borrower, leases space in a building
located in Mayfield Heights, Ohio, consisting of approximately 60,450 square feet, owned
by a company owned by Mr. E. Crawford, at a monthly rent of $68,488.
	 
	 	 	General Aluminum Mfg. Company (“General Aluminum”), a wholly owned subsidiary of the
Borrower, leases space in three buildings in Conneaut, Ohio: (i) a 91,300 square foot
facility owned by a company owned by Mr. M. Crawford, at a monthly rent of $30,400;
(ii) an additional 70,000 square foot attached facility owned by the same company, at a
monthly rent of $10,000; and (iii) a separate 50,000 square foot facility owned by Mrs.
E. Crawford, at a monthly rent of $4,000. In addition, General Aluminum leases a
125,000 square foot facility in Huntington, Indiana owned by a company owned by Mr. E.
Crawford, at a monthly rent of $13,500.
	 
	 	 	Park-Ohio Products, Inc., a wholly-owned subsidiary of the Borrower, leases a 150,000
square foot facility in Cleveland, Ohio owned by a company owned by Mr. M. Crawford, at
a monthly rent of $28,835.
	 
	 	 	The Borrower believes that the foregoing transactions, all approved by the Company’s
directors, were all on terms at least as favorable to the Borrower as if negotiated on
an arms-length basis with unrelated third parties.




 









 











SCHEDULE 5.24




REAL PROPERTY; LEASES





	1.	 	See attached list of owned real property.






	2.	 	See attached list of leased real property.




 









 











PHYSICAL ADDRESSES OF OWNED PROPERTY




	 	 	 
	Entity Name:	 	Physical Address of Property:
	Pharmacy Wholesale Logistics, Inc.

	 	15625 Saranac Road
	 

	 	Cleveland, OH 44110
	 
	 	 
	RB&W Manufacturing LLC

	 	700 London Road
	 

	 	Delaware, OH 43015
	 
	 	 
	General Aluminum Mfg. Company

	 	1370 Chamberlain Boulevard
	 

	 	Conneaut, OH 44030
	 
	 	 
	The Metalloy Corporation (n/k/a General
Aluminum Mfg. Company)*

	 	103 West Main Street

Hudson, MI 49247
	 
	 	 
	The Metalloy Corporation (n/k/a General
Aluminum Mfg. Company)*

	 	110-116 West Main Street

Hudson, MI 49247
	 
	 	 
	The Metalloy Corporation (n/k/a General
Aluminum Mfg. Company)*

	 	303 East Swagger Drive

Fremont, IN 46737
	 
	 	 
	The Metalloy Corporation (n/k/a General
Aluminum Mfg. Company)*

	 	Tupelo Lee Industrial Park

193 CDF Boulevard

Shannon, MS 38868
	 
	 	 
	Ajax Tocco Magnethermic Corporation

	 	5807 W. Marshall Avenue

Longview, TX 75604-6013
	 
	 	 
	Ajax Tocco Magnethermic Corporation

	 	3671 Warren-Meadville Road
	 

	 	Cortland, OH 44410
	 
	 	 
	Tocco, Inc.

	 	1506 Industrial Boulevard
	 

	 	Boaz, AL 35957
	 
	 	 
	PMC Industries Corp.

	 	29100 Lakeland Boulevard
	 

	 	Wickliffe, OH 44092
	 
	 	 
	Park-Ohio Industries, Inc.

	 	777 East 79th Street
	 

	 	Cleveland, OH 44103
	 
	 	 
	Park-Ohio Industries, Inc.

	 	3800 Harvard Avenue
	 

	 	Cleveland, OH 44105








 




			
	*	 	The Metalloy Corporation appears in public land registries as the record owner of the
above-referenced real estate. On December 31, 2001, however, The Metalloy Corporation
merged with and into General Aluminum Mfg. Company and ceased to exist as a separate
corporate entity. Accordingly, all of The Metalloy Corporation’s right, title and
interest in, to and under the above-referenced real estate was transferred to General
Aluminum Mfg. Company by operation of law.




 









 










6/14/2007




LEASED REAL PROPERTY




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC

	 	MP Post & Paddock, LLP
	 	2700 112th Street
	 

	 	c/o RREEF Management Co.
	 	Grand Prairie, TX 75050
	 

	 	1406 Halsey Way, Suite 110	 	 
	 

	 	Carrolton, TX 75007	 	 
	 

	 	(972) 323-8400	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Belz Investco LP
	 	4905 Southridge Suite 4-10
	 

	 	P.O. Box 3661
	 	Memphis, TN 38116
	 

	 	Memphis, TN 38173	 	 
	 

	 	(901) 767-4780	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Kalos
	 	RB&W Logistics de Mexico, S.A. de C.V.
	 

	 	Zaragoza No. 1300 A2.256
	 	Ave. Apolo 511
	 

	 	Monterey, MX 64000
	 	Centro de Negocios Kalos Santa Catarina
	 

	 	(011) 528-345-0535
	 	Santa Catarina, N.L. Mexico 66350
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Kansas City Life Insurance Co.
	 	11401 E. 27th Street N., Suite E
	 

	 	Real Estate Dept.
	 	Tulsa, OK 74116
	 

	 	P.O. Box 211587	 	 
	 

	 	Kansas City, MO 64121	 	 
	 

	 	Perry Trout	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Louis Kennedy, Trustee
	 	28 Walter Jones Boulevard Suite B
	 

	 	9229 Sunset Blvd.
	 	El Paso, TX
	 

	 	West Hollywood, CA 90069	 	 
	 

	 	(310) 275-5162	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	First Management, Inc.
	 	7732 S. 133rd Street, Unit 106
	 

	 	1941 S. 42nd Street
	 	Omaha, NE 68138
	 

	 	Omaha, NE 68104	 	 
	 

	 	(402) 344-4602	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Industrial Properties
	 	800 Interchange Blvd., Suite 101
	 

	 	2100 McKinney Avenue, Suite 700
	 	Austin, TX
	 

	 	Dallas, TX 75201	 	 
	 

	 	Attn: Lee Halford Jr.	 	 
	 

	 	(214) 661-1001	 	 






1









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC

	 	Broadway Plaza East
	 	3717 E. Broadway, Suite #5
	 

	 	3737 E. Broadway, #B
	 	Phoenix, AZ
	 

	 	Phoenix, AZ 84050	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Megawest LLC
	 	1307 W. Valley Hwy N., #105
	 

	 	c/o Turbak Real Estate Services
	 	Auburn, WA 98001
	 

	 	3402 W. Valley Hwy N., #101	 	 
	 

	 	Auburn, WA 98001	 	 
	 

	 	Attn: Valorie Vaughn	 	 
	 

	 	(253) 939-7300	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Pinebrook Center
	 	1327-S Wood Branch Drive
	 

	 	301 S. College Street
	 	Charlotte, NC 28209
	 

	 	Charlotte, NC 28260	 	 
	 

	 	Patricia Noble	 	 
	 

	 	(704) 342-9000	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Par Enterprises
	 	2015 King Edward Ave
	 

	 	4042 Bow Street
	 	Cleveland, TN 37312
	 

	 	Cleveland, TN 37312	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	LCP Estates Ltd
	 	Bay #2, Bldg. #64
	 

	 	LCP House
	 	Pensnett Estate
	 

	 	The Pensnett Estates
	 	Kingswinsford, West Midlands UK
	 

	 	Kingswinsford, West Midlands UK	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Whipple-Allen Realty
	 	2651 W. 16th Street
	 

	 	1625 Lowell Avenue
	 	Erie, PA 16505
	 

	 	Erie, PA 16505	 	 
	 

	 	(813) 833-1109	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Gallina Development
	 	20 Vantage Point Drive
	 

	 	84 Humboldt Street
	 	Rochester, NY 14624
	 

	 	Rochester, NY 14609	 	 
	 

	 	(716) 654-6650	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC

	 	Keystone Realty, Ltd.
	 	5440 Keystone Drive (Bldg. 9)
	 

	 	c/o CB Richard Ellis/Sturges
	 	Fort Wayne, IN 46825
	 

	 	202 W. Berry, Suite 800	 	 
	 

	 	Fort Wayne, IN 46802	 	 
	 

	 	(219) 424-8448 / (888) 548-8448	 	 






2









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC
	 	Prologis Management, Inc.	 	7520 Morris Court, #110
	 
	 	7584 Morris Court, Suite 200	 	Allentown, PA
	 
	 	Allentown, PA 18106	 	 
	 
	 	Greg Azar	 	 
	 
	 	(610) 391-0262	 	 
	 
	 	 	 	 
	 
	 	Dixie Sales (SUBLESSOR)	 	 
	 
	Integrated Logistics Solutions LLC
	 	Allegheny Valve	 	797 Allen Street Ext.
	 
	 	4019 3rd Avenue	 	Jamestown, NY 14701
	 
	 	Warren, PA 16365	 	 
	 
	 	(814) 723-8150	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	All U.S. Inc.	 	590 Claycraft Road
	 
	 	Attn:  Kin Singh	 	Columbus, OH 43230
	 
	 	2701 Indianola Avenue	 	 
	 
	 	Columbus, OH 43202	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Flexalloy, Inc.	 	4001 Pepperelle Way
	 
	 	c/o Textron Fastening Systems, Inc.	 	Dublin, VA 24084
	 
	 	840 W. Long Lake, Suite 450	 	 
	 
	 	Troy, MI 48098	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	C. Charles Watterson	 	400 Commerce Blvd.
	 
	 	Kenneth P. Watterson	 	Lawrence, PA 15055-1016
	 
	 	13 Lefe Court	 	 
	 
	 	Haines City, FL 33844	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Hallwood 95, L.P.	 	5370 Naiman Parkway
	 
	 	5265 F Naiman Parkway	 	Solon, OH 44139
	 
	 	Solon, OH 44139	 	 
	 
	 	(440) 349-3556	 	 







3









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC
	 	Pulaski County	 	4100 Bob White Blvd.
	 
	 	143 Third Street	 	Pulaski, VA 24301
	 
	 	Pulaski, VA 24301	 	 
	 
	 	Attn:  David Tickner	 	 
	 
	 	(540) 980-7710	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	RTA Realty Corp.	 	Puerto Nuevo Dist. Ctr.
	 
	 	c/o Royal Logistics Services	 	PR #5 Bo. Palmas
	 
	 	P.O. Box 101	 	Building #3 Door 16-17
	 
	 	Guaynabo, PR 00970	 	Catano, PR 0962
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Reckson FS Limited Partnership	 	135 Fell Court
	 
	 	225 Broadhollow Road	 	Hauppage, NY
	 
	 	Suite 212 West	 	 
	 
	 	Melville, NY 11747	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Peter and Judith Tucci	 	50 Graphic Place
	 
	 	127 Summit Avenue	 	Moonachie, NJ 07074
	 
	 	Hackensack, NJ 07601	 	 
	 
	 	(201) 641-0868	 	 
	 
	 	 	 	 
	Integrated Logistics Company of Canada
	 	Direct Fasteners Realty Inc	 	25 Devon Road
	 
	 	926 Tennyson Avenue	 	Brampton, Ontario Canada L6T 5B6
	 
	 	Mississauga, Ontario Canada L5M 2Y8	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	3920 SPACE DR. GLDG. 47, LLC	 	6675 Homestretch Drive
	 
	 	c/o Miller Valentine	 	Vandalia, OH
	 
	 	P.O. Box 744	 	 
	 
	 	Dayton, OH 45401	 	 
	 
	 	(513) 898 8586	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Ohio Realty Advisors	 	Argo Tech Campus
	 
	 	3623 Breckvsille Road	 	Room 1989 Building 19
	 
	 	Richfield, OH 44286	 	Euclid, OH 44117
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Ohio Realty Advisors	 	23000 Euclid Avenue
	 
	 	3623 Brecksville Road	 	Euclid, OH 44117
	 
	 	Richfield, OH 44286	 	 







4









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC
	 	Dugan Financing, LLC	 	225 Horizon Drive
	 
	 	P.O. Box 660050	 	Suite A and A-1
	 
	 	Indianapolis, IN 46266-0050	 	Suwanee, GA 30174
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	CJF2, LLC	 	1560 Frontenac Road
	 
	 	1413 Paysphere Circle	 	Naperville, IL 60563
	 
	 	Chicago, IL 60674	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Wellington III Assoc.	 	200 S. Owasso Blvd East
	 
	 	c/o Larry Carlson	 	Little Canada, MN 55117
	 
	 	418 W. Horseshoe Drive	 	 
	 
	 	Shoreview, MN 55126	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Slumberland	 	100 Owasso Blvd.
	 
	 	3060 Centerville Road	 	St. Paul, MN
	 
	 	Little Canada, MN 55117	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Green & Little	 	1260 Heil Quaker Blvd.
	 
	 	P.O. Box 8037	 	Lavergne, TN
	 
	 	Gallatin, TN 37066-8037	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Dorell and Gordon Dugdale	 	1204 Main Street
	 
	 	P.O. Box 982	 	Britton, SD 57430
	 
	 	1108 Second Street	 	 
	 
	 	Britton, SD 57430	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	WALGO PARTNERS	 	3500 Workman Road
	 
	 	Mid Park Centre	 	Knoxville, TN 37921
	 
	 	1709 Mid Park Drive	 	 
	 
	 	Knoxville, TN 37921	 	 
	 
	 	(865) 588-5717	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Ajax-Tocco	 	30000 Stephenson Hwy
	 
	 	30100 Stephenson Hwy	 	Madison Hts, MI 48071
	 
	 	Madison Hts, MI 48071	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Kansas City Life Insurance Company	 	10645 Freeport Drive
	 
	 	Real Estate Dept.	 	Louisville, KY 40258
	 
	 	P.O. Box 211587	 	 
	 
	 	Kansas City, MO 64121	 	 
	 
	 	Perry Trout	 	 







5









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	Integrated Logistics Solutions LLC
	 	CROSSROADS BUSINESS PARK	 	2020 S. E. 18th Street
	 
	 	P.O. Box 96407	 	Oklahoma City, OK 73129
	 
	 	Oklahoma City, OK 73143	 	 
	 
	 	Robert Williamson	 	 
	 
	 	(405) 672-9732	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	GALBREATH COMPANY	 	2700 Summer Avenue
	 
	 	5141 Wheelis Drive	 	Memphis, TN 38112
	 
	 	Memphis, TN 38117	 	 
	 
	 	Laura Corbell	 	 
	 
	 	(901) 684-1888	 	 
	 
	 	 	 	 
	Integrated Logistics Solutions LLC
	 	Arlington Property Investors UK Ltd	 	Unit 3 Quatro Park
	 
	 	Charles House	 	Paycocke Road
	 
	 	5-11 Regent Street	 	Basildon, Essex, England SS144HH
	 
	 	London, England SW1Y 4LR	 	 
	 
	 	 	 	 
	ILS Technology
	 	Plainview Terminal Company, #200	 	9300 Broken Sound Blvd., #150
	 
	 	5300 Broken Sound Boulevard	 	Boca Raton, FL 33487
	 
	 	Boca Raton, FL 33487	 	 
	 
	 	 	 	 
	RB&W MFD
	 	The Lamson & Sessions Company	 	800 Mogadore Road
	 
	 	25701 Science Park Drive	 	Kent, OH 44240
	 
	 	Cleveland, OH 44122	 	 
	 
	 	 	 	 
	RB&W MFD
	 	Summit REIT Property Management Ltd.	 	5190 & 5156 Bradco Blvd.
	 
	 	7560 Airport Road, Suite 10	 	Mississauga, Ontario Canada L4W 1G7
	 
	 	Mississauga, Ontario  L4HT 4H4	 	(One Lease)
	 
	 	 	 	 
	General Aluminum Mfg. Company
	 	Edward F. Crawford	 	1500 Chamberlain Blvd.
	 
	 	23000 Euclid Avenue	 	Conneaut, OH 44030
	 
	 	Euclid, OH 44117	 	 
	 
	 	 	 	 
	General Aluminum Mfg. Company
	 	Edward F. Crawford	 	1500 Chamberlain Blvd.
	 
	 	2300 Euclid Avenue	 	Conneaut, OH 44030
	 
	 	Euclid, OH 44117	 	 
	 
	 	 	 	 
	General Aluminum Mfg. Company
	 	Mary Crawford	 	500 Madison Avenue
	 
	 	23000 Euclid Avenue	 	Conneaut, OH 44030
	 
	 	Euclid, OH 44117	 	 







6









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	General Aluminum Mfg. Company
	 	EFC Properties, Inc.	 	1345 Henry Street
	 
	 	23000 Euclid Avenue	 	Huntington, IN 46750
	 
	 	Euclid, OH 44117	 	 
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	 	 	Unit 2, Dorset Road
	 
	 	 	 	Saltley Business Park
	 
	 	 	 	Saltley, Birmingham England  B8 18G
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	Ajax Estates Holding Ltd.	 	333 Station Street
	 
	 	#1600 — 25 Sheppard Avenue West	 	Ajax, Ontario  L1S 1S3
	 
	 	Toronto, Ontario  M2N 6S6	 	 
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	Ing. Lander Scott Burr Muro	 	Boulevard B Quintana
	 
	 	Madero No. 46 Pte. Int -7	 	No. 514C
	 
	 	Queretaro, Qro CP 76000	 	Queretaro, Qro, CP 76140
	 
	 	Mexico	 	Mexico
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	Kern Enterprises	 	32350 Howard Avenue
	 
	 	44044 Merrill Street	 	Madison Heights, MI 48071
	 
	 	Sterling Heights, MI 48314	 	 
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	Oakland Industrial Properties LLC	 	32442 Industrial Drive
	 
	 	Attn:  Mr. Timothy F. Danna	 	Madison Heights, MI 48071
	 
	 	32470 Industrial Drive	 	 
	 
	 	Madison Heights, MI 48071	 	 
	 
	 	 	 	 
	Ajax Tocco Magnethermic
	 	Lectrotherm Realty, Ltd.	 	8984 Meridian Circle NW
	 
	 	2800 Carrington St., NW	 	North Canton, OH 44720
	 
	 	North Canton, OH 44720	 	 
	 
	 	 	 	 
	Park-Ohio Products, Inc.
	 	Matthew V. Crawford	 	7000 Denison Avenue
	 
	 	23000 Euclid Avenue	 	Cleveland, OH 44102
	 
	 	Euclid, OH 44117	 	 
	 
	 	 	 	 
	Southwest Steel Processing LLC
	 	Arkansas Steel Associates LLC	 	2801 Van Dyke Road
	 
	 	2803 Van Dyke Road	 	Newport, AR 72112
	 
	 	Newport, AR 72112	 	 







7









 





6/14/2007




	 	 	 	 	 
	Operating Units	 	Landlord Name and Address	 	Leased Premises Address
	NABS, Inc.
	 	Circle Drive Associates LLC	 	3035 40th Avenue NW
	 
	 	c/o Hamilton Real Estate, Inc.	 	Rochester, MN 55901
	 
	 	400 South Broadway	 	(507) 529-8347
	 
	 	Suite 100	 	(507) 529-0341
	 
	 	Rochester, MN 55904	 	 
	 
	 	 	 	 
	NABS, Inc.
	 	Raleigh Portfolio IG, LLC	 	2933 S. Miami Blvd.
	 
	 	c/o BPG Management Co.	 	Suite 118
	 
	 	5500 — 103 Atlantic Springs Road	 	Druham, NC 27703
	 
	 	Raleigh, NC 27616	 	(919) 484-7394
	 
	 	 	 	(919) 484-0334
	 
	 	 	 	 
	NABS, Inc.
	 	17 State Street, LLC	 	17 State Street
	 
	 	c/o RFR Holding, LLC	 	Room 2000
	 
	 	400 Park Avenue, 15th Floor	 	New York, NY 10004
	 
	 	New York, NY 10022	 	(212) 966-3310
	 
	 	 	 	(212) 219-9319
	 
	 	 	 	 
	NABS, Inc.
	 	Kandr Associates, LLC	 	22 IBM Road
	 
	 	c/o Premier Property Services, Inc.	 	Suite 106
	 
	 	11 Marshall Road	 	Poughkeepsie, NY 12602
	 
	 	Suite 1P	 	(845) 463-1244
	 
	 	Wappingers Falls, NY 12590	 	(845) 463-1940
	 
	 	 	 	 
	NABS, Inc.
	 	 	 	Guadalajara, MX
	 
	 	 	 	 
	NABS, Inc.
	 	 	 	Monterrey, MX







8









 







SCHEDULE 5.25




INTELLECTUAL PROPERTY RIGHTS




1. See attached.



2. License Agreement, dated as of September 27, 2002, by and between RB&W Manufacturing
LLC and BAS Components Limited.



3. ILS Technology LLC licenses certain proprietary software to third-party end users on
a non-exclusive basis either for a one-time licensing fee payable upon delivery of the
software or on a monthly-controlled basis. The gross annual sales of this operating unit
for 2006, including, without limitation, sales of the above-described software did not
exceed $2,345,000 in the aggregate.



4. The corporate name “PMC Industries, Inc.” refers to an existing Ohio Corporation that
is not affiliated with the Borrower or the Guarantors, including, without limitation, the
Borrower’s wholly-owned subsidiary, PMC Industries Corp.



5. Altenoh, Brinck & Co. GmbH and Co. KG has claimed usage of the trademark “SPAX.”
These entities are currently in discussions with RB&W Manufacturing LLC concerning its
intention of procuring a similar trademark, “SPAC.”



6. Ajax Tocco Magnethermic is currently investigating a company that is using the
“American Induction Heating” trade name without permission.



7. Ajax Tocco Magnethermic is in the process of notifying two competitors that they are
not authorized to use the Ajax Tocco Magnethermic patents and technology to harden
crankshafts.




 











 




THE AJAX MANUFACTURING COMPANY



			
	 	 	 
	Trademark Report by Mark	 	Printed:       6/11/2007       Page 1




Status: ACTIVE


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	FILED	 	APPL#	 	REGDT	 	REG#	 	STATUS	 	CLASSES
	 
	AJAX
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED KINGDOM
	 	 	AJAXT0101GB	 	 	 	 	 	 	 	 	 	 	 	08/08/21	 	 	 	A417,517	 	 	REGISTERED	 	 	07	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	07 - SETTING AND FORGING MACHINES, BOLT AND RIVET HEADER MACHINES, HOT PRESSED NUT MACHINES, PIN DRILLING
MACHINES, DROP HAMMERS, SAWING MACHINES, UNIVERSAL FORGING ROLLS

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	 	AJAXT0101US	 	 	 	7/18/1905	 	 	 	71/010,550	 	 	 	2/20/1906	 	 	 	049,879	 	 	REGISTERED	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23 - METAL FORGING AND FORMING MACHINES

	 
	 
	 	 	 	 	 	 	END OF REPORT	 	 	 	 	 	TOTAL ITEM SELECTED =	 	2	 




 







 




R B & W Corporation



			
	 	 	 
	Trademark Report by Mark
	 	Printed:
      6/11/2007            Page     1




Status:       ACTIVE


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	FILED	 	APPL#	 	REGDT	 	REG#	 	STATUS	 	CLASSES
	ASSEMBLY TORQUE “GUESTIMATE”
	US COPYRIGHT
	 	T33377CP0	 	 	 	 	 	03/08/2001	 	TX5-651-804	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FASTENER INSIGNIA REGISTRATION
	FASTENER INSIGNIA
	 	T37008FX0	 	 	 	 	 	01/06/1997	 	644632	 	REGISTERED	 	 	 	 
	FASTENER INSIGNIA
	 	T37007FX0	 	 	 	 	 	01/06/1997	 	1788762	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HELPFUL HINTS FOR FASTENER DESIGN AND APPLICATION (2006)
	US COPYRIGHT
	 	T39706CP0	 	 	 	 	 	05/26/2006	 	TX 6-405-910	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CANADA
	 	T21598CA0	 	10/03/1978	 	430503	 	03/14/1980	 	241239	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L8
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CANADA
	 	T21600CA0	 	10/03/1978	 	430504	 	04/03/1980	 	242473	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NUSPAC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CANADA
	 	T37193CA0	 	05/11/2005	 	1,257,352	 	07/26/2006	 	668,673	 	REGISTERED	 	 	N/A	 
	EUROPEAN UNION
	 	T37193EU0	 	11/15/2004	 	004124855	 	01/26/2006	 	004124855	 	REGISTERED	 	 	006	 
	JAPAN
	 	T37193JP0	 	11/11/2004	 	2004-103424	 	02/10/2006	 	4927371	 	REGISTERED	 	 	006	 
	UNITED KINGDOM
	 	T37193GB0	 	11/15/2004	 	2378389	 	11/15/2004	 	2378389	 	REGISTERED	 	 	006	 
	UNITED STATES
	 	T37193US0	 	05/11/2005	 	78/627,398	 	12/05/2006	 	3,181,892	 	REGISTERED	 	 	006	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OUR NEAR-NET SHAPED COLD FORMED PRODUCTS...CAN SIGNIFICANTLY IMPROVE THE VALUE
	US COPYRIGHT
	 	T35937CP0	 	 	 	 	 	09/24/2003	 	TX 5-905-618	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RB & W Stock Catalog A1000
	US COPYRIGHT
	 	T25014cp0	 	 	 	 	 	01/17/1989	 	TX2-617-093	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RB&W
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	T20011US0	 	08/24/1956	 	72/014,586	 	04/30/1957	 	644,632	 	REGISTERED	 	 	006	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPAC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUSTRALIA
	 	T21605AU0	 	03/11/2004	 	993088	 	11/03/2004	 	993088	 	REGISTERED	 	 	006	 
	CANADA
	 	T21605CA0	 	03/14/2003	 	1,171,050	 	08/30/2004	 	618,075	 	REGISTERED	 	 	N/A	 
	CHINA
	 	T21605CN0	 	04/13/2004	 	4014499	 	05/21/2006	 	4014499	 	REGISTERED	 	 	006	 
	EUROPEAN UNION
	 	T34387EU0	 	02/07/2002	 	002567709	 	 	 	 	 	PENDING	 	 	006	 
	INDIA
	 	T21605IN0	 	05/11/2004	 	1283498	 	 	 	 	 	PENDING	 	 	006	 
	SOUTH KOREA
	 	T21605KR0	 	03/05/2004	 	40-2004-10056	 	09/13/2005	 	631189	 	REGISTERED	 	 	006	 
	TAIWAN
	 	T21605TW0	 	03/05/2004	 	93009390	 	11/16/2004	 	01126943	 	REGISTERED	 	 	006	 
	THAILAND
	 	T21605TH0	 	04/09/2004	 	549942	 	02/10/2005	 	KOR212455	 	REGISTERED	 	 	006	 
	UNITED STATES
	 	T21605US0	 	04/27/1972	 	72/422,654	 	12/05/1972	 	948,170	 	REGISTERED	 	 	006	 
	VIETNAM
	 	T21605VN0	 	04/08/2004	 	4-2004-03171	 	08/19/2005	 	66018	 	REGISTERED	 	 	006	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPAC NUT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CANADA
	 	T21607CA0	 	12/06/1972	 	359416	 	07/27/1973	 	192838	 	REGISTERED	 	 	 	 





 








 





			
	 	 	 
	Trademark Report by Mark
	 	Printed:
      6/11/2007            Page     1





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	FILED	 	APPL#	 	REGDT	 	REG#	 	STATUS	 	CLASSES
	SPACTITE
	CANADA
	 	T41343CA0	 	11/03/2006	 	1322800	 	 	 	 	 	PENDING	 	 	N/A	 
	EUROPEAN UNION
	 	T41343EU0	 	11/03/2006	 	005438809	 	 	 	 	 	PENDING	 	 	006	 
	JAPAN
	 	T41343JP0	 	11/14/2006	 	2006-105731	 	 	 	 	 	PENDING	 	 	N/A	 
	UNITED STATES
	 	T41343US0	 	10/30/2006	 	77/032,053	 	 	 	 	 	PENDING	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STOVER
	CANADA
	 	T21609CA0	 	08/30/1966	 	299288	 	09/01/1967	 	152851	 	REGISTERED	 	 	 	 
	UNITED STATES
	 	T21608US1	 	02/28/2006	 	78/825,255	 	12/19/2006	 	3,187,337	 	REGISTERED	 	 	006	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stylized “E” Trademark
	UNITED STATES
	 	T26938US0	 	01/21/1992	 	74/238,919	 	08/17/1993	 	1,788,762	 	REGISTERED	 	 	006	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stylized E
	CANADA
	 	T27196CA0	 	07/20/1992	 	709337	 	05/27/1994	 	427828	 	REGISTERED	 	 	 	 
	MEXICO
	 	T27197MX0	 	07/21/1992	 	145287	 	07/09/1997	 	555883	 	REGISTERED	 	 	006	 
	TAIWAN
	 	T27198TW0	 	07/28/1992	 	81-37497	 	05/16/1993	 	599018	 	REGISTERED	 	 	085	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE FASTENER HOUSE
	UNITED STATES
	 	TS1830US0	 	11/01/1968	 	72/311,124	 	11/04/1969	 	879,771	 	REGISTERED	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TORQUE COEFFECIENT (K) GUESSTIMATE
	US COPYRIGHT
	 	T32134cp0	 	 	 	 	 	12/17/1999	 	TX 5-274-671	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHAT TORQUE SHOULD I USE?
	US COPYRIGHT
	 	T32027cp0	 	 	 	 	 	12/06/1999	 	TXu926-418	 	REGISTERED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	END OF REPORT	 	 	 	TOTAL ITEMS SELECTED =	 	 	38	 





 








 




R B & W Corporation



			
	 	 	 
	Patent Report by Invention	 	Printed:       6/11/2007            Page     1




Status:     ACTIVE



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	TYP	 	FILED	 	SERIAL#	 	ISSUED	 	PATENT	 	STATUS
	Cantilevered washer for a fastener
	UNITED STATES
	 	P28066US0	 	NEW	 	04/22/1988	 	07/184,756	 	11/20/1990	 	4,971,498	 	ISSUED
	CANADA
	 	P28066CA0	 	CEQ	 	04/21/1989	 	1,310,524	 	11/24/1992	 	1,310,524	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLINCH NUT
	UNITED KINGDOM
	 	P30951GB2	 	NEW	 	12/07/2001	 	2106795	 	12/07/2001	 	2106795	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLINCH NUT
	UNITED KINGDOM
	 	P30951GB3	 	NEW	 	12/07/2001	 	2106794	 	12/07/2001	 	2106794	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLINCH NUT
	UNITED STATES
	 	P39856US1	 	FCA	 	03/21/2007	 	11/689,067	 	 	 	 	 	PENDING
	TAIWAN
	 	P39856TW0	 	CEQ	 	03/22/2007	 	96109857	 	 	 	 	 	PENDING
	WIPO
	 	P39856WO0	 	CEQ	 	03/22/2007	 	PCT/US07/64593	 	 	 	 	 	PENDING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fastener Mounting Apparatus
	UNITED STATES
	 	P27404	 	NEW	 	06/16/1987	 	07/062,860	 	11/22/1988	 	4,785,529	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELF-PIERCING CLINCH NUT
	UNITED STATES
	 	P30950US0	 	NEW	 	03/24/1999	 	09/275,309	 	04/24/2001	 	6,220,804	 	ISSUED
	CANADA
	 	P30950CA0	 	CEQ	 	10/20/1999	 	2,286,946	 	06/28/2005	 	2,286,946	 	ISSUED
	CANADA
	 	P30950CA1	 	DIV	 	10/20/1999	 	2,501,754	 	10/10/2006	 	2,501,754	 	ISSUED
	UNITED STATES
	 	P30950US1	 	DIV	 	03/22/2001	 	09/814,444	 	06/25/2002	 	6,409,444	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELF-PIERCING CLINCH NUT
	UNITED STATES
	 	P30951US0	 	NEW	 	03/24/1999	 	29/102,399	 	02/06/2001	 	D 437,211	 	ISSUED
	UNITED STATES
	 	P30951US1	 	DIV	 	08/11/2000	 	29/127,869	 	04/24/2001	 	D 440,865	 	ISSUED
	UNITED STATES
	 	P30951US2	 	CIP	 	11/20/2000	 	29/133,078	 	10/02/2001	 	D 448,659	 	ISSUED
	UNITED KINGDOM
	 	P30951GB0	 	CEQ	 	12/13/2000	 	2098148	 	11/20/2000	 	2098148	 	ISSUED
	UNITED STATES
	 	P30951US3	 	DIV	 	01/31/2001	 	29/136,475	 	10/02/2001	 	D 448,660	 	ISSUED
	UNITED KINGDOM
	 	P30951GB1	 	DIV	 	02/16/2001	 	2099590	 	11/20/2000	 	2099590	 	ISSUED
	GERMANY
	 	P30951DE0	 	CEQ	 	04/05/2001	 	40103261.2	 	10/02/2001	 	40103261.2	 	ISSUED
	UNITED STATES
	 	P30951US4	 	DIV	 	08/03/2001	 	29/146,090	 	03/19/2002	 	D 454,484	 	ISSUED
	UNITED STATES
	 	P30951US5	 	DIV	 	08/03/2001	 	29/146,089	 	03/05/2002	 	D 454,057	 	ISSUED
	UNITED STATES
	 	P30951US6	 	DIV	 	08/03/2001	 	29/146,119	 	05/14/2002	 	D 457,054	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELF-PIERCING CLINCH NUT
	GERMANY
	 	P30951DE1	 	NEW	 	12/24/2001	 	40111262.4	 	11/05/2002	 	40111262.4	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELF-PIERCING CLINCH NUT
	FRANCE
	 	P30951FR0	 	NEW	 	01/04/2002	 	020035	 	03/15/2002	 	020035	 	ISSUED




 







 





			
	 	 	 
	Patent Report by Invention	 	Printed:
      6/11/2007
           Page     1





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	TYP	 	FILED	 	SERIAL#	 	ISSUED	 	PATENT	 	STATUS
	SELF-PIERCING CLINCH NUT
	ITALY
	 	P30951IT0	 	NEW	 	12/27/2001	 	TO20010000382	 	11/20/2003	 	82814	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPAC NUT WITH LUG FLARE
	UNITED STATES
	 	P36212US0	 	NEW	 	 	 	 	 	 	 	 	 	PROPOSED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHEEL NUT
	UNITED STATES
	 	P28716	 	NEW	 	03/06/1995	 	08/398,985	 	01/28/1997	 	5,597,279	 	ISSUED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	END OF REPORT	 	 	TOTAL ITEMS SELECTED =	 	30





 








 




ILS TECHNOLOGY


PARK OHIO INDUSTRIES



			
	 	 	 
	Trademark Report by Mark
	 	Printed:     6/11/2007          Page     1
	Attorney: Bryan H. Opalko — Any Responsible Party





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	FILED	 	APPL#	 	REGDT	 	REG#	 	STATUS	 	CLASSES
	 
	DEVICEWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050214US	 	4/20/2005	 	78/612,932	 	 	 	 	 	ALLOWED	 	 	009	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	009 - Software, namely applications allowing the collection, analysis and transport of production data collected from low level production devices
directly to applications and databases at the enterprise level; computer user level application software for configuring and interfacing with low
level software and devices and for viewing and altering low level production data; software for logically determining when low level production
data should be transported to enterprise level applications and databases

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	displayWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050212US	 	4/20/2005	 	78/612,961	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - SOFTWARE, NAMELY APPLICATIONS ALLOWING THE COLLECTION, ANALYSIS AND TRANSPORT OF PRODUCTION DATA
COLLECTED FROM LOW LEVEL PRODUCTION DEVICES DIRECTLY TO APPLICATIONS AND DATABASES AT THE ENTERPRISE LEVEL;
USER LEVEL APPLICATION SOFTWARE FOR CONFIGURING AND INTERFACING WITH LOW LEVEL SOFTWARE AND DEVICES AND
FOR VIEWING AND ALTERING LOW LEVEL PRODUCTION DATA

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ECENTRE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050618US	 	9/8/2003	 	76/543,409	 	8/24/2004	 	2,876,799	 	REGISTERED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - COMPUTER SOFTWARE FOR DIGNOSIS OF A MANUFACTURING PROCESS OVER A GLOBAL OR LOCAL COMPUTER NETWORK

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EDGEWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050599US	 	8/29/2005	 	78/702,700	 	 	 	 	 	ALLOWED	 	 	009	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	009 - Software, namely applications allowing the collection, analysis and transport of production data collected from low level production devices
directly to applications and databases at the enterprise level; computer user level applications for configuring and interfacing with low level
software and devices and for viewing and altering low level production data; software for interfacing with programmable logic controllers; software
for logically determining when low level production data should be transported to enterprise level applications and databases; Hardware for
interfacing with programmable logic controllers and for executing the software, all the goods for use in monitoring and controlling manufacturing
processes

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	enterWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050215US	 	4/20/2005	 	78/612,915	 	 	 	 	 	ALLOWED	 	 	009	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	009 - Software, namely applications allowing the collection, analysis and transport of production data collected from low level production devices
directly to applications and databases at the enterprise level; computer user level application software for configuring and interfacing with low
level software and devices and for viewing and altering low level production data; software for interfacing with programmable logic controllers;
software for logically determining when low level production data should be transported to enterprise level applications and databases

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	logicWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050213US	 	4/20/2005	 	78/612,938	 	 	 	 	 	ALLOWED	 	 	009	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	009 - Software, namely applications allowing the collection, analysis and transport of production data collected from low level production devices
directly to applications and databases at the enterprise level; computer user level application software for configuring and interfacing with low
level software and devices and for viewing and altering low level production data; software for interfacing with programmable logic controllers;
software for logically determining when low level production data should be transported to enterprise level applications and databases

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NANOBROKER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	060011US	 	1/12/2006	 	78/790,417	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - Software, namely embedded applications for use in storing and transporting of messages between low-level production devices and
applications and databases at the enterprise level using a topic-based subscribe and publish scheme, and for use in providing a communications
infrastructure for facilitating communications between ocally execution services and services executing on opther platforms

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NANOWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	060009US	 	1/11/2006	 	78/789,284	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - Hardware with embedded software for use in storing and transporting of messages between low-level production devices and applications and
databases at the enterprise level, using a topic-based subscribe and publish scheme

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	QCOUPLER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATED
	 	060010US	 	1/11/2006	 	78/789,163	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - HARDWARE WITH EMBEDDED SOFTWARE, NAMELY, APPLICATIONS ALLOWING THE COLLECTION, ANALYSIS AND TRANSPORT
OF PRODUCTION DATA COLLECTED FROM LOW-LEVEL PRODUCTION DEVICES DIRECTLY TO APPLICATIONS AND DATABASES AT
THE ENTERPRISE LEVEL





 







 




ILS TECHNOLOGY



			
	 	 	 
	Trademark Report by Mark
	 	Printed:     6/11/2007          Page     2





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	FILED	 	APPL#	 	REGDT	 	REG#	 	STATUS	 	CLASSES
	 
	RFACTOR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050601US	 	8/30/2005	 	78/703,606	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - HARDWARE AND SOFTWARE ALLOWING THE COLLECTION, ANALYSIS AND TRANSPORT OF RADIO FREQUENCY IDENTIFICATION
(RFID) TAG DATA COLLECTED FROM LOW LEVEL PRODUCTION DEVICES DIRECTLY TO APPLICATIONS AND DATABASES AT THE
ENTERPRISE LEVEL; USER LEVEL SOFTWARE APPLICATIONS FOR CONFIGURING AND INTERFACING WITH LOW LEVEL SOFTWARE
AND DEVICES AND FOR VIEWING AND ALTERING RADIO FREQUENCY TAG DATA; SOFTWARE FOR INTERFACING WITH RFID
READERS; SOFTWARE FOR LOGICALLY DETERMINING WHEN LOW RFID DATA SHOULD BE TRANSPORTED TO ENTERPRISE LEVEL
APPLICATIONS AND DATABASES; SOFTWARE FOR LOGICALLY DETERMINING WHICH RFID DATA SHOULD BE EXPOSED TO AN END
USER OR APPLICATION

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RFWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050211US	 	4/20/2005	 	78/612,949	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - Software, namely applications allowing the collection, analysis and transport of production data collected from low level production devices
directly to applications and databases at the enterprise level; user level applications for configuring and interfacing with low level software and
devices and for viewing and altering low level production data; software for interfacing with programmable logic controllers; software for logically
determining when low level production data should be transported to enterprise level applications and databases

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECUREWISE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050600US	 	8/30/2005	 	78/703,596	 	 	 	 	 	ALLOWED	 	 	009	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	009 - Software applications for the secure transport of production data and collaboration information from within a facility to either an external
partner or to an internal application or user; computer software data transmission security tools to prevent the interception of sensitive data

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XCOUPLER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050617US	 	3/24/2005	 	76/634,200	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - COMPUTER HARDWARE FOR INTERFACING WITH PLANT CONTROL SYSTEMS FOR PURPOSES OF PRODUCTION DATA COLLECTION,
AND SOFTWARE, NAMELY AN APPLICATION FACILITATING THE COLLECTION, ANALYSIS AND TRANSPORT OF PRODUCTION DATA
COLLECTED FROM LOW-LEVEL PRODUCTION DEVICES DIRECTLY TO APPLICATIONS AND DATA BASES AT THE ENTERPRISE LEVEL

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XCOUPLER UNIVERSAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050616US	 	3/24/2005	 	76/634,299	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - COMPUTER HARDWARE INTERFACING WITH PLANT CONTROL SYSTEMS FOR PURPOSES OF PRODUCTION DATA COLLECTION,
AND SOFTWARE, NAMELY AN APPLICATION FACILITATING THE COLLECTION, ANALYSIS AND TRANSPORT OF PRODUCTION DATA
COLLECTED FROM LOW-LEVEL PRODUCTION DEVICES DIRECTLY TO APPLICATIONS AND DATABASES AT THE ENTERPRISE LEVEL

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XCOUPLER WORKBENCH
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	0050530-000027	 	3/24/2005	 	76/634,296	 	 	 	 	 	ALLOWED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - Computer hardware for interfacing with plant control systems for purposes of production data collection, and software, namely an application
facilitating the collection and analysis of production data collected from low-level production devices and transported directly to applications and
databases at the enterprise level

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ZCOUPLER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES
	 	050614US	 	3/24/2005	 	76/634,297	 	 	 	 	 	ABANDONED	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9 - Hardware and software for interfacing with plant control systems for purposes of production data collection, and software, namely an
application facilitating the collection, analysis and transport of
production data collected from low-level production devices directly to applications
and databases at the enterprise level

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	END OF REPORT	 	 	TOTAL ITEMS SELECTED = 	 	16





 








 




ILS TECHNOLOGY


PARK OHIO INDUSTRIES



			
	 	 	 
	Patent Report by Invention
	 	Printed:     6/11/2007          Page     1
	Attorney: Bryan H. Opalko — Any Responsible Party





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	TYPE	 	FILED	 	SERIAL#	 	ISSUED	 	PATENT#	 	STATUS
	 
	Business to Business Remote Network Connectivity
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART; VOICU, MIHAI; GILLESPIE, JASON; SAFFELL, GREGG; MERCURE, OVIDE; GU, QINGYL

	UNITED STATES
	 	050788US	 	NEW	 	11/23/2005	 	60/739,752	 	 	 	 	 	EXPIRED
	UNITED STATES
	 	0050530-000065	 	FCA	 	11/22/2006	 	11/603,597	 	 	 	 	 	PENDING
	WIPO
	 	0050530-000061	 	CEQ	 	11/22/2006	 	US2006/045113	 	 	 	 	 	PENDING
	TAIWAN
	 	0050530-000062	 	OTH	 	11/23/2006	 	095143448	 	 	 	 	 	PENDING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DATA BROKERING SYSTEM FOR INTEGRATED REMOTE TOOL ACCESS, DATA COLLECTION, AND CONTROL
	(BASED ON PROV. SN 60/363,251, FILED 03-12-02)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART; WUSSOW, WENDY; BARBOZA, SUNIL
	UNITED STATES
	 	050626US	 	OTH	 	3/12/2003	 	10/385,441	 	 	 	 	 	ABANDONED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data sharing and networking system for integrated remote tool access, data collection and control
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART
	UNITED STATES
	 	0050530-000035	 	CON	 	11/9/2005	 	11/270,098	 	 	 	 	 	PUBLISHED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data Sharing and Networking System, for Integrated Remote Tool Access, Data Collection, and Control
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART
	UNITED STATES
	 	0050530-000030	 	OTH	 	3/12/2003	 	10/385,442	 	 	 	 	 	PUBLISHED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIAGNOSTIC SYSTEM AND METHOD FOR INTEGRATED REMOTE TOOL ACCESS, DATA COLLECTION AND CONTROL
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART; VOICU, MIHAI; BARBOZA, SUNIL; JAOUHAR, CHARIF; KEEVER, JOHN; DELAROSA, DAVID; HARIHARAN, SIVARAM

	UNITED STATES
	 	050619US	 	NEW	 	3/12/2002	 	60/363,251	 	 	 	 	 	EXPIRED
	EUROPEAN
	 	0050530-000022	 	OTH	 	3/12/2003	 	03757238.5	 	 	 	 	 	PENDING
	INDIA
	 	0050530-000024	 	OTH	 	3/12/2003	 	01309/KOLNP/2004	 	 	 	 	 	PENDING
	JAPAN
	 	0050530-000031	 	OTH	 	3/12/2003	 	512172/2004	 	 	 	 	 	PUBLISHED
	SOUTH KOREA
	 	0050530-000020	 	OTH	 	3/12/2003	 	10-2004-7014273	 	 	 	 	 	PENDING
	WIPO
	 	050619WO	 	CEQ	 	3/12/2003	 	PCT/US03/007460	 	 	 	 	 	NAT PHASE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diagnostic System and Method for Integrated Remote Tool Access, Data Collection, and Control
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     PERRY, STUART; VOICU, MIHAI; BARBOZA, SUNIL; JAOUHAR, CHARIF; KEEVER,
JOHN; DELAROSA, DAVID; HARIHARAN, SIVARAM; MACEAN, ADRIAN; WEBSTER,
JIM; GU, QINGYI; LIANG, JENNY; JOHNSON, LYNETTE; HEMPSTEAD, TODD;
GILLESPIE, JASON; AUPPERLEE, ERIC; WUSSOW, WENDY; JORDAN, SYLVIANE

	UNITED STATES
	 	0050530-000021	 	OTH	 	3/12/2003	 	10/385,479	 	 	 	 	 	PUBLISHED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MODEL FOR COMMUNICATION BETWEEN MANUFACTURING AND ENTERPRISE LEVELS
	(BASED) ON PROV.SN 60/575,362, FILED 06-01-04)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors     AUPPERLEE, ERIC; BARBOZA, SUNIL; DE LA ROSA, DAVID; KEEVER, JOHN; WERT, JIM; ZANZUCCHI, TERRY

	UNITED STATES
	 	0050530-000012	 	OTH	 	6/1/2005	 	11/142,200	 	 	 	 	 	PUBLISHED
	EUROPEAN
	 	0050530-000052	 	OTH	 	5/30/2006	 	06290875.1	 	 	 	 	 	PUBLISHED
	TAIWAN
	 	0050530-000056	 	CEQ	 	5/30/2006	 	095119236	 	 	 	 	 	PUBLISHED
	CANADA
	 	0050530-000057	 	CEQ	 	5/31/2006	 	2,549,321	 	 	 	 	 	PENDING
	JAPAN
	 	0050530-000054	 	CEQ	 	5/31/2006	 	2006-151770	 	 	 	 	 	PUBLISHED
	KUWAIT
	 	0050530-000055	 	CEQ	 	5/31/2006	 	PA57/2006	 	 	 	 	 	PENDING





 








 




ILS TECHNOLOGY



			
	 	 	 
	Patent Report by Invention	 	Printed:     6/11/2007          Page     2





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	REFERENCE #	 	TYPE	 	FILED	 	SERIAL#	 	ISSUED	 	PATENT#	 	STATUS
	 
	     MODEL FOR COMMUNICATION BETWEEN MANUFACTURING AND ENTERPRISE LEVELS

	AUSTRALIA
	 	0050530-000051	 	CEQ	 	6/1/2006	 	2006202340	 	 	 	 	 	PENDING
	CHINA
	 	0050530-000059	 	CEQ	 	6/1/2006	 	200610092359.1	 	 	 	 	 	PUBLISHED
	ISRAEL
	 	0050530-000053	 	CEQ	 	6/1/2006	 	175,962	 	 	 	 	 	PENDING
	SOUTH KOREA
	 	0050530-000058	 	CEQ	 	6/1/2006	 	2006-49526	 	 	 	 	 	PENDING
	MEXICO
	 	0050530-000050	 	CEQ	 	6/1/2006	 	PA/a/2006/006195	 	 	 	 	 	PENDING
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RFID in the PLC Rack or RFID with 2 Tier Connectivity Also Secure RFID Tags and RFID Multiplexer RFID
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Inventors:     KEEVER, JOHN; DELAROSA, DAVID; AUPPERLEE, ERIC; WUSSOW, WENDY; WERT, JIM

	UNITED STATES
	 	050751US	 	NEW	 	11/15/2005	 	60/736,908	 	 	 	 	 	EXPIRED
	TAIWAN
	 	0050530-000066	 	OTH	 	11/15/2006	 	095142323	 	 	 	 	 	PENDING
	UNITED STATES
	 	0050530-000063	 	FCA	 	11/15/2006	 	11/599,771	 	 	 	 	 	PENDING
	WIPO
	 	0050530-000064	 	CEQ	 	11/15/2006	 	US2006/044285	 	 	 	 	 	PUBLISHED
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	END OF REPORT  	TOTAL ITEMS SELECTED = 	 	29




 







 





ATME Patent IP 6-6-07




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application	 	 	 	 	 	 
	Attorney Docket No.	 	Country	 	Case Type	 	Status	 	Application No.	 	Date	 	Patent No.	 	Grant Date	 	Title
	ATME 2 00005
	 	United States	 	Regular	 	Granted	 	07/166,118	 	3/10/1988	 	4,811,356	 	3/7/1989	 	CONTROL CIRCUIT FOR SWITCHING POWER TO AN INDUCTION FURNACE
	ATME 2 00016
	 	United States	 	Regular	 	Granted	 	07/514,852	 	4/26/1990	 	5,156,683	 	10/20/1992	 	GALVANNEAL HEATING OF STRIP
	ATME 2 00024
	 	United States	 	Regular	 	Granted	 	07/612,428	 	11/9/1990	 	5,133,402	 	7/28/1992	 	INDUCTION HEATING OF ENDLESS BELTS IN A CONTINUOUS CASTER
	ATME 2 00024 CA
	 	Canada	 	Regular	 	Granted	 	2054868-1	 	11/4/1991	 	2054868	 	2/17/1998	 	INDUCTION HEATING OF ENDLESS BELTS IN A CONTINUOUS CASTER
	ATME 2 00024 DE
	 	West Germany	 	Regular	 	Granted	 	P4136542.9	 	11/6/1991	 	4136542	 	12/24/1998	 	INDUCTION HEATING OF ENDLESS BELTS IN A CONTINUOUS CASTER
	ATME 2 00024 FR
	 	France	 	Regular	 	Granted	 	9113751	 	11/7/1991	 	9113751	 	10/21/1994	 	INDUCTION HEATING OF ENDLESS BELTS IN A CONTINUOUS CASTER
	ATME 2 00025
	 	United States	 	Regular	 	Granted	 	08/606,068	 	2/23/1996	 	6,279,646	 	8/28/2001	 	INDUCTION HEATING OF SIDE OR DAM BLOCKS IN A CONTINUOUS CASTER 
	ATME 2 00040
	 	United States	 	Regular	 	Granted	 	08/195,254	 	2/14/1994	 	5,403,994	 	4/4/1995	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS 
	ATME 2 00040 BE
	 	Belgium	 	Regular	 	Granted	 	94117294.2	 	11/2/1994	 	EP0667731	 	6/13/2001	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS
	ATME 2 00040 CA
	 	Canada	 	Regular	 	Granted	 	2135098	 	11/4/1994	 	2135098	 	5/26/1998	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS
	ATME 2 00040 DE
	 	Germany	 	Regular	 	Granted	 	EP0667731	 	11/2/1994	 	69427460.7-08	 	6/13/2001	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS
	ATME 2 00040 FR
	 	France	 	Regular	 	Granted	 	94117294.2	 	11/2/1994	 	EP0667731	 	6/13/2001	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS
	ATME 2 00040 JP
	 	Japan	 	Regular	 	Granted	 	HEI 7-23117	 	2/10/1995	 	2875489	 	1/14/1999	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS 
	ATME 2 00040 KR
	 	South Korea	 	Regular	 	Granted	 	94-33129	 	12/7/1994	 	225745	 	7/21/1999	 	SELECTIVELY ADJUSTABLE TRANSVERSE
FLUX HEATING APPARATUS
	ATME 2 00058
	 	United States	 	Regular	 	Granted	 	08/700,271	 	8/20/1996	 	5,739,506	 	4/14/1998	 	COIL POSITION ADJUSTMENT SYSTEM IN INDUCTION HEATING ASSEMBLY FOR METAL STRIP
	ATME 2 00060 DE
	 	Germany	 	Regular	 	Granted	 	EP0309563	 	4/1/1988	 	3885051.6	 	10/20/1993	 	ELECTRIC INDUCTION HEAT TREATING FURNACE
	ATME 2 00060 EP
	 	EPC	 	Regular	 	Granted	 	88904027.5	 	4/1/1988	 	EP0309563	 	10/20/1993	 	ELECTRIC INDUCTION HEAT TREATING FURNACE
	ATME 2 00060 FR
	 	France	 	Regular	 	Granted	 	88904027.5	 	4/1/1988	 	EP0309563	 	10/20/1993	 	ELECTRIC INDUCTION HEAT TREATING FURNACE
	ATME 2 00060 GB
	 	Great Britain	 	Regular	 	Granted	 	88904027.5	 	4/1/1988	 	EP0309563	 	10/20/1993	 	ELECTRIC INDUCTION HEAT TREATING FURNACE
	ATME 2 00080
	 	United States	 	Regular	 	Granted	 	66,457	 	6/26/1987	 	4,751,360	 	6/14/1988	 	 APPARATUS FOR THE CONTINUOUS
INDUCTION HEATING OF METALLIC STRIP
	ATME 2 00090
	 	United States	 	Regular	 	Granted	 	08/703,655	 	8/27/1996	 	5,799,720	 	9/1/1998	 	NOZZLE ASSEMBLY FOR CONTINUOUS CASTER
	ATME 2 00101 DE
	 	Germany	 	Regular	 	Granted	 	10345265.6	 	9/27/2003	 	10345265	 	7/13/2006	 	ELECTRIC TREATMENT METHOD FOR IMPREGNATING, COMPACTING AND ELECTRICALLY INSULATING BODIES
	ATME 2 00103
	 	United States	 	Regular	 	Filed	 	11/448,698	 	6/7/2006	 	 	 	 	 	CORELESS FURNACE COIL CLAMP






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application	 	 	 	 	 	 
	Attorney Docket No.	 	Country	 	Case Type	 	Status	 	Application No.	 	Date	 	Patent No.	 	Grant Date	 	Title
	ATME 2 00104
	 	United States	 	Regular	 	Granted	 	09/121,879	 	7/24/1998	 	6,021,053	 	2/1/2000	 	SYSTEM INCLUDING A SATURABLE CORE\nDEVICE FOR SELECTIVE A
	ATME 2 00104 CA
	 	Canada	 	Regular	 	Granted	 	2267522	 	3/29/1999	 	2267522	 	9/20/2005	 	SYSTEM INCLUDING A SATURABLE CORE\nDEVICE FOR SELECTIVE A
	ATME 2 00104 GB
	 	Great Britain	 	Regular	 	Granted	 	99114427	 	7/22/1999	 	EP0975084	 	9/3/2003	 	SYSTEM INCLUDING A SATURABLE CORE\nDEVICE FOR SELECTIVE A
	ATME 2 00109
	 	United States	 	Regular	 	Granted	 	09/547,811	 	4/11/2000	 	6,439,883	 	8/27/2002	 	THREADING AND SCALE REMOVAL DEVICE
	ATME 2 00109 JP
	 	Japan	 	Regular	 	Filed	 	2001-6154	 	1/15/2001	 	 	 	 	 	THREADING AND SCALE REMOVAL DEVICE
	ATME 2 00110
	 	United States	 	Regular	 	Granted	 	09/274,253	 	3/22/19999	 	6,107,613	 	8/22/2000	 	SELECTIVELY SIZEABLE CHANNEL COIL
	ATME 2 00112
	 	United States	 	Regular	 	Docketed	 	 	 	 	 	 	 	 	 	SPLIT COIL FURNACE INVERTER
	ATME 2 00117
	 	United States	 	Regular	 	Granted	 	09/451,730	 	11/30/1999	 	6,365,884	 	4/2/2002	 	SEGMENTED COMPRESSED INDUCTION HEATING COIL ASSEMBLY
	ATME 2 00119
	 	United States	 	Regular	 	Granted	 	09/571,308	 	5/12/2000	 	6,399,929	 	6/4/2002	 	BANK COMBINATION INCLUDING A\nTRANSLATABLE COIL ASSEMBL
	ATME 2 00122
	 	United States	 	Regular	 	Granted	 	09/893,826	 	6/28/2001	 	6,911,633	 	6/28/2005	 	SUSPENDED INDUCTION COIL AND METHOD FOR REPLACEMENT OF TURNS COMPRISING SAME
	ATME 2 00139
	 	United States	 	Regular	 	Filed	 	11/555,789	 	11/2/2006	 	 	 	 	 	APPARATUS AND METHOD FOR HARDENING BEARING SURFACES OF A CRANKSHAFT
	ATME 2 00139 P
	 	United States	 	Provisional Filing	 	Filed	 	60/821,412	 	8/4/2006	 	 	 	 	 	APPARATUS AND METHOD FOR HARDENING BEARING SURFACES OF A CRANKSHAFT
	ATME 2 00140
	 	United States	 	Regular	 	Filed	 	11/555,827	 	11/2/2006	 	 	 	 	 	SYSTEM AND METHOD FOR CRANKSHAFT HARDENING
	ATME 2 01816
	 	United States	 	Regular	 	Granted	 	232,919	 	1/19/1999	 	6,069,348	 	5/30/2000	 	METHOD AND APPARATUS FOR INDUCTIVELY HEATING NON-CIRCULAR\nWORKPIECES
	ATME 2 07854
	 	United States	 	Regular	 	Granted	 	318,347	 	3/27/1989	 	4894501	 	1/16/1990	 	METHOD AND APPARATUS FOR INDUCTION HEATING GEAR TEETH
	ATME 2 09125
	 	United States	 	Regular	 	Granted	 	173,886	 	12/27/1993	 	5,451,749	 	9/19/1995	 	INDUCTOR FOR INDUCTIVELY HEATING CRANKSHAFTS
	ATME 2 09125-1
	 	United States	 	Regular	 	Granted	 	487,896	 	6/7/1995	 	5,680,693	 	10/28/1997	 	METHOD OF MAKING AN INDUCTOR
	ATME 2 13229
	 	United States	 	Regular	 	Granted	 	09/925,408	 	8/10/2001	 	6,696,675	 	2/24/2004	 	INDUCTION HEATING SYSTEM FOR INTERNAL COMBUSTION ENGINE
	ATME 2 13371
	 	United States	 	Regular	 	Granted	 	10/102,384	 	3/19/2002	 	6,700,105	 	3/2/2004	 	INTERNAL COMBUSTION FOR INTERNAL\nCOMBUSTION ENGINE






 









 






ATM Trademark IP list 6-6-07




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 00009
	 	SCANPAK	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	701,604	 	12/18/1987	 	1,552,740	 	8/22/1989	 	8/22/2009
	ATME 5 00014
	 	PACER	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	73/760,597	 	10/31/1988	 	1,574,492	 	1/2/1990	 	1/2/2010
	ATME 5 00022 AU
	 	AM & DESIGN	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	830668	 	4/5/2000	 	830668	 	4/17/2001	 	4/5/2010
	ATME 5 00022 BR
	 	AM & DESIGN	 	Brazil	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	822607700	 	4/4/2000	 	822.607.700	 	6/6/2006	 	6/6/2016
	ATME 5 00022 BR
	 	AM & DESIGN	 	Brazil	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	822607697	 	4/4/2000	 	822607697	 	4/25/2006	 	4/25/2016
	ATME 5 00022 CA
	 	AM & DESIGN	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	1,053,853	 	4/5/2000	 	TMA556731	 	1/22/2002	 	1/22/2017
	ATME 5 00022 CN
	 	AM & DESIGN	 	China P.R.	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2000058499	 	4/30/2000	 	1594465	 	6/28/2001	 	6/27/2011
	ATME 5 00022 CN
	 	AM & DESIGN	 	China P.R.	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	2000058500	 	4/30/2000	 	1610148	 	7/28/2001	 	7/27/2011
	ATME 5 00022 EU
	 	AM & DESIGN	 	Community Trademark	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	129114	 	4/1/1996	 	129114	 	4/1/1996	 	4/30/2016
	ATME 5 00022 JP
	 	AM & DESIGN	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2000-051633	 	4/19/2000	 	4471240	 	4/27/2001	 	4/27/2011
	ATME 5 00022 KR
	 	AM & DESIGN	 	South Korea	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2000-16506	 	4/6/2000	 	499897	 	8/22/2001	 	8/22/2011
	ATME 5 00022 MX
	 	AM & DESIGN	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	422212	 	4/24/2000	 	679936	 	11/30/2000	 	4/24/2010
	ATME 5 00022 MX
	 	AM & DESIGN	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	422211	 	4/24/2000	 	678385	 	11/27/2000	 	4/24/2010
	ATME 5 00047
	 	MAGNESCAN	 	United States	 	INTENT TO USE APPLICATION	 	REGISTERED	 	11	 	74/350,737	 	1/21/1993	 	1,821,997	 	2/15/1994	 	2/15/2014
	ATME 5 00048 (II)
	 	AJAX MAGNETHERMIC	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	75/194,014	 	11/6/1996	 	2,174,355	 	7/21/1998	 	7/21/2008
	ATME 5 00048 (II) AU
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	835347	 	5/16/2000	 	835347	 	4/17/2001	 	5/16/2010
	ATME 5 00048 (II) CA
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	1056759	 	4/26/2000	 	558671	 	3/1/2002	 	3/1/2017
	ATME 5 00048 (II) CN
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	China P.R.	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	2000065062	 	5/15/2000	 	1610177	 	7/28/2001	 	7/27/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 00048 (II) CN
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	China P.R.	 	REGULAR CASE TYPE	 	FILED	 	9
	 	2000065061	 	5/15/2000	 	 	 	 	 	 
	ATME 5 00048 (II) JP
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2000-058794	 	5/10/2000	 	4481218	 	6/8/2001	 	6/8/2011
	ATME 5 00048 (II) KR
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	South Korea	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2000-20901	 	5/2/2000	 	506427	 	11/13/2001	 	11/13/2011
	ATME 5 00048 (II) MX
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	424701	 	5/11/2000	 	682105	 	12/20/2000	 	5/11/2010
	ATME 5 00048 (II) MX
	 	AJAX MAGNETHERMIC WITH GLOBE D	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	424702	 	5/11/2000	 	678931	 	11/28/2000	 	5/11/2010
	ATME 5 00048 EU
	 	AJAX MAGNETHERMIC CORPORATION	 	Community Trademark	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	129015	 	4/1/1996	 	129015	 	4/1/1996	 	4/30/2016
	ATME 5 00055
	 	AJAX TOCCO MAGNETHERMIC	 	United States	 	INTENT TO USE APPLICATION	 	REGISTERED	 	11	 	78/307,911	 	10/1/2003	 	3,098,855	 	5/30/2006	 	5/30/2016
	ATME 5 00056
	 	AUTOTRON	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	78/334,691	 	12/1/2003	 	2,920,752	 	1/25/2005	 	1/25/2015
	ATME 5 00057
	 	PMC COLINET	 	United States	 	INTENT TO USE APPLICATION	 	REGISTERED	 	7
	 	78/378,346	 	3/4/2004	 	3,091,109	 	5/9/2006	 	5/9/2016
	ATME 5 00061
	 	AJAX MAGNETHERMIC	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	72/238,690	 	4/22/1969	 	868,337	 	4/22/1969	 	4/22/2009
	ATME 5 00061 AU
	 	AJAX MAGNETHERMIC	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	A232,383	 	9/9/1969	 	A232,383	 	9/9/1969	 	9/9/2014
	ATME 5 00061 BR
	 	AJAX MAGNETHERMIC	 	Brazil	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	UNKNOWN	 	12/1/1980	 	3,897.11	 	12/1/1980	 	2/12/2009
	ATME 5 00061 BX
	 	AJAX MAGNETHERMIC	 	Benelux	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	N/A	 	12/31/1971	 	107,960	 	12/31/1971	 	12/31/2009
	ATME 5 00061 CA
	 	AJAX MAGNETHERMIC	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	UNKNOWN	 	7/18/1975	 	208,294	 	7/18/1975	 	7/18/2020
	ATME 5 00061 JP
	 	AJAX MAGNETHERMIC	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	UNKNOWN	 	1/24/1967	 	730,822	 	1/24/1967	 	1/24/2017
	ATME 5 00061 JP
	 	AJAX MAGNETHERMIC	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	UNKNOWN	 	6/16/1987	 	744,899	 	6/16/1987	 	6/16/2017
	ATME 5 00061 MX
	 	AJAX MAGNETHERMIC	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	54320/2004	 	3/29/1970	 	241962	 	5/23/1994	 	5/23/2014
	ATME 5 00061 RU
	 	AJAX MAGNETHERMIC	 	Russian Federation	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	UNKNOWN	 	8/27/1973	 	46,358	 	8/27/1973	 	7/20/2012
	ATME 5 00061 SE
	 	AJAX MAGNETHERMIC	 	Sweden	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	76-1956	 	4/20/1976	 	159,542	 	5/27/1977	 	5/27/2017






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 00061 ZA
	 	AJAX MAGNETHERMIC	 	South Africa	 	REGULARCASE TYPE	 	REGISTERED	 	9
	 	UNKNOWN	 	5/12/1986	 	76/2415	 	5/12/1986	 	5/12/2016
	ATME 5 00061 ZA
	 	AJAX MAGNETHERMIC	 	South Africa	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	UNKNOWN	 	5/12/1986	 	76/2416	 	5/12/1986	 	5/12/2016
	ATME 5 00061 ZA
	 	AJAX MAGNETHERMIC	 	South Africa	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	UNKNOWN	 	5/12/1986	 	76/2417	 	5/12/1986	 	5/12/2016
	ATME 5 00062
	 	JET-FLOW	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	73/062,376	 	6/8/1976	 	1,040,904	 	6/8/1976	 	6/8/2016
	ATME 5 00062 AU
	 	JET FLOW	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	UNKNOWN	 	11/28/1978	 	A324,500	 	11/28/1978	 	11/28/2009
	ATME 5 00062 CA
	 	JET-FLOW	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	389,461	 	9/8/1975	 	217,267	 	11/26/1976	 	11/26/2021
	ATME 5 00062 GB
	 	JET FLOW & DESIGN	 	Great Britain	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	UNKNOWN	 	9/10/1975	 	1,051,935	 	9/10/1975	 	9/10/2016
	ATME
5 00062 JP
	 	JET FLOW	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	UNKNOWN	 	8/30/1996	 	4121337	 	3/6/1998	 	3/6/2008
	ATME 5 00064
	 	DYNAPOUR	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	73/094,233	 	2/7/1978	 	1,084,512	 	2/7/1978	 	2/7/2008
	ATME 5 00065
	 	RAM & DESIGN	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	73/145,155	 	10/19/1977	 	1,107,150	 	11/28/1978	 	11/28/2008
	ATME 5 00068 CA
	 	AJAXOMATIC	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	 	 	287,629	 	2/24/1965	 	142,559	 	11/5/1965	 	11/5/2010
	ATME 5 00068 GB
	 	AJAXOMATIC	 	Great Britain	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	UNKNOWN	 	4/4/1991	 	847368	 	4/4/1991	 	4/4/2008
	ATME 5 00082
	 	VERTIPLEX	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	73/092,013	 	6/30/1976	 	1,060,703	 	3/8/1977	 	3/8/2017
	ATME 5 00088
	 	MONOFORGE	 	United States	 	INTENT TO USE APPLICATIO N	 	REGISTERED	 	11	 	75/212,848	 	12/13/1996	 	2,198,954	 	10/20/1998	 	10/20/2008
	ATME 5 00094
	 	AM	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	78/663,696	 	7/5/2005	 	3,123,227	 	8/1/2006	 	8/1/2016
	ATME 5 00095
	 	POWER VIEW	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	78/664,183	 	7/6/2005	 	3,148,062	 	9/26/2006	 	9/26/2016
	ATME 5 00097
	 	FORGE VIEW	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	78/664,191	 	7/6/2005	 	3,182,994	 	12/12/2006	 	12/12/2016
	ATME 5 00099
	 	AM	 	United States	 	REGULAR CASE TYPE	 	DOCKETED	 	19	 	 	 	 	 	 	 	 	 	 
	ATME 5 00104
	 	AJAX TOCCO	 	United States	 	INTENT TO USE APPLICATIO N	 	FILED	 	11	 	78/794,979	 	1/19/2006	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 00104 EM
	 	AJAX TOCCO	 	Community Trademark	 	REGULAR CASE TYPE	 	FILED	 	11	 	4915708	 	2/21/2006	 	 	 	 	 	2/29/2016
	ATME 5 00104 JP
	 	AJAX TOCCO	 	Japan	 	REGULAR CASE TYPE	 	FILED	 	11	 	2006-43754	 	5/15/2006	 	 	 	 	 	 
	ATME 5 00105 EU
	 	ajaxmagnethermic.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	5/16/2006	 	UNKNOWN	 	5/16/2006	 	5/16/2017
	ATME 5 00106 EU
	 	tocco.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	6/19/2006	 	UNKNOWN	 	6/19/2006	 	6/19/2017
	ATME 5 00107 EU
	 	ajaxtocco.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	7/1/2006	 	UNKNOWN	 	7/1/2006	 	7/1/2017
	ATME 5 00108 EU
	 	ajaxtoccomagnethermic.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00109 EU
	 	ajaxmag.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00110 EU
	 	lectrotherm.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	4/7/2006	 	UNKNOWN	 	4/7/2006	 	4/6/2017
	ATME 5 00111 EU
	 	premelt.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00112 EU
	 	foundryservices.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	4/7/2006	 	UNKNOWN	 	4/7/2006	 	4/7/2017
	ATME 5 00113 EU
	 	pmc-colinet.eu	 	European Union Top Level	 	Domain Name	 	REGISTERED	 	 	 	UNKNOWN	 	4/6/2006	 	UNKNOWN	 	4/6/2006	 	4/6/2017
	ATME 5 00114 EU
	 	pmcindustries.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00115
	 	AIH & DESIGN	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	73/126,145	 	5/11/1977	 	1,095,865	 	7/11/1978	 	7/11/2008
	ATME 5 00126 EU
	 	colinet.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00127 EU
	 	controltransformer.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 00128 EU
	 	control-transformer.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00129 EU
	 	ajaxmanufacturing.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00130 EU
	 	autotron.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00131 EU
	 	autotronheater.eu	 	European Union Top Level	 	Domain Name	 	DOCKETED	 	 	 	 	 	 	 	 	 	 	 	 
	ATME 5 00134
	 	ATM	 	United States	 	INTENT TO USE APPLICATIO N	 	FILED	 	11	 	78/815,049	 	2/15/2006	 	 	 	 	 	 
	ATME 5 00134 BX
	 	ATM	 	Benelux	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	1105466	 	2/28/2006	 	795111	 	3/9/2006	 	2/28/2016
	ATME 5 00134 EM
	 	ATM	 	Community Trademark	 	REGULAR CASE TYPE	 	FILED	 	11	 	4915716	 	2/21/2006	 	 	 	 	 	2/29/2016
	ATME 5 00135 EM
	 	FOUNDRY SERVICES	 	Community Trademark	 	REGULAR CASE TYPE	 	FILED	 	11	 	4915741	 	2/21/2006	 	 	 	 	 	2/29/2016
	ATME 5 00136 BX
	 	AJAX TOCCO	 	Benelux	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	1105465	 	2/28/2006	 	795110	 	3/9/2006	 	2/28/2016
	ATME 5 02080
	 	TOCCOTRON	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	71/478,014	 	12/28/1944	 	417,711	 	11/13/1945	 	11/13/2015
	ATME 5 03524
	 	TOCCO	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	73/520,938	 	2/6/1985	 	1,388,873	 	4/8/1986	 	4/8/2016
	ATME 5 03524
	 	TOCCO	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	71/382,136	 	8/13/1936	 	346,939	 	6/15/1937	 	6/15/2017
	ATME 5 03524
	 	TOCCO	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	41	 	73/520,934	 	2/6/1985	 	1,361,098	 	9/17/1985	 	9/17/2015
	ATME 5 03524
	 	TOCCO	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	71/382,135	 	8/13/1936	 	387,810	 	6/3/1941	 	6/3/2011
	ATME 5 03524 AR
	 	TOCCO	 	Argentina	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	2463975	 	11/25/1992	 	1964001	 	9/30/1993	 	9/30/2013
	ATME 5 03524 AR
	 	TOCCO	 	Argentina	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	1863702	 	11/25/1992	 	1,965,516	 	1/5/2004	 	1/5/2014
	ATME 5 03524 AR
	 	TOCCO	 	Argentina	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	2463973	 	11/25/1992	 	1964000	 	9/30/1993	 	9/30/2013
	ATME 5 03524 AU
	 	TOCCO	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	124960	 	9/26/1955	 	A124960	 	9/26/1955	 	9/26/2007






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 03524 AU
	 	TOCCO	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	235429	 	9/26/1955	 	A235429	 	9/26/1955	 	9/26/2007
	ATME 5 03524 AU
	 	TOCCO	 	Australia	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	235428	 	9/26/1955	 	A235428	 	9/26/1955	 	9/26/2007
	ATME 5 03524 CA
	 	TOCCO	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	179778	 	7/5/1941	 	UCA15884	 	7/12/2001	 	7/12/2016
	ATME 5 03524 CH
	 	TOCCO	 	Switzerland	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	1861	 	5/2/1960	 	306300	 	5/2/1960	 	5/2/2010
	ATME 5 03524 DE
	 	TOCCO	 	Germany	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	357823WZ	 	4/27/1960	 	754948	 	4/27/1960	 	4/30/2010
	ATME 5 03524 EM
	 	TOCCO	 	Community Trademark	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	25361	 	4/1/1996	 	25361	 	7/30/1998	 	4/30/2016
	ATME 5 03524 ES
	 	TOCCO	 	Spain	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	519395	 	12/12/1966	 	519395	 	5/28/1968	 	5/28/2008
	ATME 5 03524 ES
	 	TOCCO	 	Spain	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	519393	 	12/12/1966	 	519393	 	5/28/1988	 	5/28/2008
	ATME 5 03524 FR
	 	TOCCO	 	France	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	203262	 	4/17/1990	 	1586842	 	4/18/1980	 	4/30/2010
	ATME 5 03524 IN
	 	TOCCO	 	India	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	581052	 	9/15/1992	 	581052	 	9/15/1992	 	9/15/2016
	ATME 5 03524 JP
	 	TOCCO	 	Japan	 	REGULAR CASE TYPE	 	REGISTERED	 	69	 	27099/55	 	10/5/1955	 	483580	 	6/29/1956	 	6/29/2016
	ATME 5 03524 MX
	 	TOCCO	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	7741	 	12/9/1966	 	135832	 	12/9/1966	 	12/9/2011
	ATME 5 03524 PT
	 	TOCCO	 	Portugal	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	139753	 	12/20/1966	 	139753	 	1/12/1968	 	1/12/2008
	ATME 5 03524 PT
	 	TOCCO	 	Portugal	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	139751	 	12/20/1966	 	139751	 	1/12/1968	 	1/12/2008
	ATME 5 03524 PT
	 	TOCCO	 	Portugal	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	139752	 	12/20/1966	 	139752	 	1/6/1968	 	1/6/2008
	ATME 5 03524 VE
	 	TOCCO	 	Venezuela	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	7013	 	11/17/1966	 	58860	 	7/15/1970	 	7/15/2010
	ATME 5 06051
	 	INDUCTRON	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	72/041,148	 	11/22/1957	 	674525	 	2/24/1959	 	2/24/2009
	ATME 5 06051 CA
	 	INDUCTRON	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	414556	 	8/22/1977	 	234442	 	7/20/1979	 	7/20/2009
	ATME 5 06097
	 	INDUCTRON	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	73/176,386	 	6/28/1978	 	1151526	 	4/21/1981	 	4/21/2011
	ATME 5 06097 GB
	 	INDUCTRON	 	Great Britain	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	1509840	 	8/11/1992	 	1509840	 	8/11/1992	 	8/11/2009
	ATME 5 06169
	 	TOCCO (LOGO)	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	73/161,727	 	3/10/1978	 	1121794	 	7/10/1979	 	7/10/2009






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attorney Docket No.	 	Mark Name	 	Country	 	Case Type	 	Status	 	Class	 	Appl. No	 	Appl. Date	 	Reg No	 	Reg Date	 	Renewal Date
	ATME 5 06169 CA
	 	TOCCO (LOGO)	 	Canada	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	424833	 	5/16/1978	 	240924	 	3/14/1980	 	3/14/2010
	ATME 5 06169 DE
	 	TOCCO (LOGO)	 	Germany	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	P2547111WZ	 	7/29/1978	 	991048	 	9/27/1979	 	7/31/2008
	ATME 5 06169 FR
	 	TOCCO (LOGO)	 	France	 	REGULAR CASE TYPE	 	REGISTERED	 	9
	 	291588	 	8/11/1978	 	1541743	 	7/29/1988	 	8/31/2008
	ATME 5 06169 GB
	 	TOCCO (LOGO)	 	Great Britain	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	1096492	 	6/2/1978	 	1096492	 	3/10/1978	 	6/2/2009
	ATME 5 06169 MX
	 	TOCCO (LOGO)	 	Mexico	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	152164	 	10/15/1992	 	433954	 	5/6/1993	 	10/15/2012
	ATME 5 08479
	 	TPH (LOGO)	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	7
	 	74/134,232	 	1/28/1991	 	1,745,064	 	1/5/1993	 	1/5/2013
	ATME 5 09002
	 	TOCCOTROL	 	United States	 	REGULAR CASE TYPE	 	REGISTERED	 	11	 	74/340,968	 	12/17/1992	 	1,793,574	 	9/21/1993	 	9/21/2013






 









 






					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463003CH1AP	 	Foreign	 	Switzerland	 	AJAX TOCCO
	 	Never Filed	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	 	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003EP1AP	 	Foreign	 	EPO	 	AJAX TOCCO
	 	Pending 	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	App #: 05747414.0-1242	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003SE1AP	 	Foreign	 	Sweden	 	AJAX TOCCO
	 	Never Filed	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	 	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004CH1AP	 	Foreign	 	Switzerland	 	AJAX TOCCO
	 	Never Filed	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	 	 	 	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004EP1AP	 	Foreign	 	EPO	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	App #: 05 747 594.9	 	 	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004SE1AP	 	Foreign	 	Sweden	 	AJAX TOCCO
	 	Never Filed	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	 	 	 	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463028CA1AP	 	Foreign	 	CANADA	 	AJAX TOCCO
	 	Expired	 	N/A	 	METHOD AND APPARATUS FOR DRYING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	Filed:  5/7/1987	 	 	 	METAL CHIPS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  536,613	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	14630281E1AN	 	Foreign	 	IRELAND	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	METHOD AND APPARATUS FOR DRYING
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	Filed:  5/22/1987	 	 	 	METAL CHIPS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  1342/87	 	 	 	 






Ajax Tocco Magenthermic




1









 






					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463029CA1AP	 	Foreign	 	CANADA	 	AJAX TOCCO	 	Abandoned	 	Abandoned	 	PROCESS AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	Filed:  3/9/1987	 	 	 	INTRODUCING METAL CHIPS INTO A
	 	 	 	 	 	 	  CORPORATION	 	App #:  531,536	 	 	 	MOLTEN BATH THEREOF
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463030CA1AP	 	Foreign	 	CANADA	 	AJAX TOCCO	 	Abandoned	 	Abandoned	 	METAL CHIP FURNACE CHARGE
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	Filed:  6/28/1989	 	 	 	APPARATUS & METHOD
	 	 	 	 	 	 	  CORPORATION	 	App #:  604,284	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463-AK-PCT-BR	 	Foreign	 	Brazil	 	AJAX TOCCO	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	Filed:  5/20/2004	 	 	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	  CORPORATION	 	App #:  PI 0306453-0	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463AKPCTEPO	 	Foreign	 	EPO	 	AJAX TOCCO	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	App#:  03 811 656.2	 	 	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	  CORPORATION	 	 	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463-AL-PCT-BR	 	Foreign	 	Brazil	 	AJAX TOCCO	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	Filed:  5/20/2004	 	 	 	OPTIMIZED MIXING IN A COMMON
	 	 	 	 	 	 	  CORPORATION	 	App #:  P1 0306457-3	 	 	 	HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463ALPCTEPO	 	Foreign	 	EPO	 	AJAX TOCCO	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	App #: 03 817 890	 	 	 	OPTIMIZED MIXING IN A COMMON
	 	 	 	 	 	 	  CORPORATION	 	 	 	 	 	HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463-AN-PCT-BR	 	Foreign	 	Brazil	 	AJAX TOCCO	 	Pending	 	N/A	 	IMPROVED CASTING FURNACE
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	Filed:  5/20/2004	 	 	 	 
	 	 	 	 	 	 	  CORPORATION	 	App #:  P1 0306456-5	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1463ANPCTEPO	 	Foreign	 	EPO	 	AJAX TOCCO	 	Abandoned	 	Abandoned	 	IMPROVED CASTING FURNACE
	 	 	  Patent	 	 	 	  MAGNETHERMIC	 	App #:  03 752 524.3	 	 	 	 
	 	 	 	 	 	 	  CORPORATION	 	 	 	 	 	 






2









 







					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463-AO-PCT-BR	 	Foreign	 	Brazil	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	Filed:  5/20/2004	 	 	 	ALTERNATING POURING FROM A
	 	 	 	 	 	 	  CORPORATION
	 	App#:  PI 0306454-9	 	 	 	COMMON HEARTH IN PLASMA
	 	 	 	 	 	 		 		 	 	 	FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463AOPCTEPO	 	Foreign	 	EPO	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	  Patent	 	 	 	  MAGNETHERMIC
	 	App#:  03 749 733	 	 	 	ALTERNATING POURING FROM A
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	COMMON HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003WO1AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/11/2005	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US2005/016465	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004WO1AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	App#:	 	 	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	  PCT/US2005/016458	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463012WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	DIRECT CASTING UTILIZING STACK
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  7/21/2006	 	 	 	FILTRATION
	 	 	 	 	 	 	  CORPORATION
	 	App#:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US2006/028308	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463015WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS TO
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  11/20/2006	 	 	 	PROVIDE CONTINUOUS MOVEMENT
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	THROUGH A FURNACE
	 	 	 	 	 	 	 
	 	  PCT/US2006/044900	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463016WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	GUIDANCE SYSTEM FOR PUSHER
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  11/20/2006	 	 	 	PLATE FOR USE IN PUSHER FURNACES
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US2006/044899	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463017WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	FURNACE ALIGNMENT SYSTEM
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  11/21/2006	 	 	 	 
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US2006/045130	 	 	 	 






3









 








					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463019WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  11/22/2006	 	 	 	CONTROLLING FURNACE POSITION
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	RESPONSE TO THERMAL EXPANSION
	 	 	 	 	 	 	 
	 	  PCT/US2006/045272	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463020WO2AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION COIL HAVING INTERNAL
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  11/22/2006	 	 	 	AND EXTERNAL FARADIC RINGS
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US2006/45288	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463028WO1AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/22/1987	 	 	 	DRYING METAL CHIPS
	 	 	 	 	 	 	  CORPORATION
	 	App #:	 	 	 	 
	 	 	 	 	 	 	 
	 	  PCT/US87/01221	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463029WO1AP	 	PCT	 	PCT	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	PROCESS AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  3/11/1987	 	 	 	INTRODUCING METAL CHIPS INTO
	 	 	 	 	 	 	  CORPORATION
	 	App #: PCT/US87/00562	 	 	 	MOLTEN BATH THEREOF
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AK-PCT	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	App #: PCT/US03/29658	 	 	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 
	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AL-PCT	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	App #: PCT/US03/29235	 	 	 	OPTIMIZED MIXING IN A COMMON
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AN-PCT	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	IMPROVED CASTING FURNACE
	 	 	 	 	 	 	  MAGNETHERMIC
	 	App #: PCT/US03/29657	 	 	 	 
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AO-PCT	 	PCT	 	PCT	 	AJAX TOCCO
	 	Done	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	App #: PCT/US03/29239	 	 	 	ALTERNATING POURING FROM A
	 	 	 	 	 	 	  CORPORATION
	 	 	 	 	 	COMMON HEARTH IN PLASMA FURNACE






4









 







					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463001US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  6/3/2003	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  8/20/2002	 	Pat. #: 6,572,368	 	COOLING A FURNACE
	 	 	 	 	 	 	  CORPORATION
	 	App #:  10/224,774	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  9/19/2006	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/21/2004	 	Pat. #:  7,110,430	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  10/851,567	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003US1BP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  9/7/2006	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/516,950	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463003US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  7/29/2005	 	 	 	SEMI-CONDUCTOR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/193,790	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  9/26/2006	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/21/2004	 	Pat. #:  7,113,535	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  10/851,565	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463004US1BP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION FURNACE FOR MELTING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  9/7/2006	 	 	 	GRANULAR MATERIALS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/516,837	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463012US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	DIRECT CASTING UTILIZING STACK
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  7/29/2005	 	 	 	FILTRATION
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/703,831	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463012US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	DIRECT CASTING UTILIZING STACK
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  2/21/2006	 	 	 	FILTRATION
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/359,032	 	 	 	 






5









 







					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463015US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	METHOD AND APPARATUS TO PROVIDE
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  12/7/2005	 	 	 	CONTINUOUS MOVEMENT THROUGH A
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/749,320	 	 	 	FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463015US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS TO PROVIDE
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/4/2006	 	 	 	CONTINUOUS MOVEMENT THROUGH A
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/418,586	 	 	 	FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463016US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	GUIDANCE SYSTEM FOR PUSHER PLATE
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  12/7/2005	 	 	 	FOR USE IN PUSHER FURNACES
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/749,016	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463016US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	GUIDANCE SYSTEM FOR PUSHER PLATE
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/4/2006	 	 	 	FOR USE IN PUSHER FURNACES
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/418,580	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463017US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	FURNACE ALIGNMENT SYSTEM
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  12/7/2005	 	 	 	 
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/748,819	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463017US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	FURNACE ALIGNMENT SYSTEM
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/24/2006	 	 	 	 
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/439,852	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463019US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  12/7/2005	 	 	 	CONTROLLING FURNACE POSITION
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/748,872	 	 	 	RESPONSE TO THERMAL EXPANSION
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463019US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  6/13/2006	 	 	 	CONTROLLING FURNACE POSITION
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/451,960	 	 	 	RESPONSE TO THERMAL EXPANSION






6









 







					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463020US1AV	 	US Patent	 	US	 	AJAX TOCCO
	 	Converted	 	N/A	 	INDUCTION COIL HAVING INTERNAL
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  12/7/2005	 	 	 	AND EXTERNAL FARADIC RINGS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  60/749,015	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463020US2AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	INDUCTION COIL HAVING INTERNAL
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/24/2006	 	 	 	AND EXTERNAL FARADIC RINGS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  11/439,855	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463025US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  4/18/1995	 	MASS FLOW GRAVITY FEED METHOD
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/10/1994	 	Pat. #:  5,407,462	 	FOR CHARGING METAL-MELTING
	 	 	 	 	 	 	  CORPORATION
	 	App #:  08/240,269	 	 	 	FURNACES AND APPARATUS THEREFOR
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463026US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  5/18/1993	 	METHOD & MEANS FOR IMPROVING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  10/21/1991	 	Pat. #:  5,211,744	 	MOLTEN METAL FURNACE CHARGING
	 	 	 	 	 	 	  CORPORATION
	 	App #:  07/771,041	 	 	 	EFFICIENCY
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463027US1AP	 	US Patent	 	US	 	AJAX TOCCO 
MAGNETHERMIC 
CORPORATION
	 	Issued Filed:  8/28/1996 
App #:  08/704,120	 	Issued:  
12/29/1998 Pat. #:  5,853,454	 	MASS FLOW GRAVITY FEED APPARATUS FOR CHARGING METAL-MELTING FURNACES WITH DROSS LEVEL CHARGING METAL-MELTING FURNACES THEREWITH
	 	 	 	 	 	 	  
	 	 	 	 	 	
	1463028US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  12/1/1987	 	METHOD AND APPARATUS FOR DRYING
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/23/1986	 	Pat. #:  4,710,126	 	METAL CHIPS
	 	 	 	 	 	 	  CORPORATION
	 	App #:   06/866,795	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463028US1BP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  1/26/1988	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  5/28/1987	 	Pat. #:  4,721,457	 	CLEANING AND DRYING METAL CHIPS
	 	 	 	 	 	 	  CORPORATION
	 	App #:  07/055,785	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463029US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  10/27/1987	 	PROCESS & APPARATUS FOR
	 	 	 	 	 	 	  MAGNETHERMIC
	 	Filed:  3/12/1986	 	Pat #:  4,702,768	 	INTRODUCING METAL CHIPS INTO A
	 	 	 	 	 	 	  CORPORATION
	 	App #:  06/839,112	 	 	 	MOLTEN BATH THEREOF






7









 







					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463030US1AP	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  10/10/1989	 	METAL CHIP FURNACE CHARGE
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  6/30/1988	 	Pat. #:  4,872,907	 	APPARATUS AND METHOD
	 	 	 	 	 	 	CORPORATION
	 	App #:  07/213,365	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AK	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  3/22/2005	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/20/2002	 	Pat. #:  6,868,896	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	CORPORATION
	 	App #:  10/251,030	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 
	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AK-DIV	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  11/21/1006	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  2/16/2005	 	Pat. #:  7,137,436	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	CORPORATION
	 	App #:  11/058,796	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 
	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AK-DIV-CO	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	NT1	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/15/2006	 	 	 	MELTING TITANIUM USING A
	 	 	 	 	 	 	CORPORATION
	 	App #:  11/521,659	 	 	 	COMBINATION OF PLASMA TORCHES
	 	 	 	 	 	 	 
	 	 	 	 	 	AND DIRECT ARC ELECTRODES
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AK-DIV-CO	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	ADJUSTABLE FEED CHUTE AND
	NT2	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/15/2006	 	 	 	ASSOCIATED METHOD OF FEEDING AND
	 	 	 	 	 	 	CORPORATION
	 	App #:  11/521,648	 	 	 	MELTING
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AL	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  3/30/2004	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/20/2002	 	Pat. #:  6,712,875	 	OPTIMIZED MIXING IN A COMMON
	 	 	 	 	 	 	CORPORATION
	 	App #:  10/251,028	 	 	 	HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AN	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  12/7/2004	 	IMPROVED CASTING FURNACE
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/20/2002	 	Pat. #:  6,827,125	 	 
	 	 	 	 	 	 	CORPORATION
	 	App #:  10/251,027	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AN-DIV	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  1/3/2006	 	IMPROVED CASTING FURNACE
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  10/22/2004	 	Pat. #:  6,981,541	 	 
	 	 	 	 	 	 	CORPORATION
	 	App #:  10/971,632	 	 	 	 






8









 








					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463-AO	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  6/14/2005	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  9/20/2002	 	Pat. #:  6,904,955	 	ALTERNATING POURING FROM A
	 	 	 	 	 	 	CORPORATION
	 	App. #:  10/251,029	 	 	 	COMMON HEARTH IN PLASMA
	 	 	 	 	 	 		 		 	 	 	FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AO-DIV	 	US Patent	 	US	 	AJAX TOCCO
	 	Pending	 	N/A	 	METHOD AND APPARATUS FOR
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  1/19/2005	 	 	 	ALTERNATING POURING FROM A
	 	 	 	 	 	 	CORPORATION
	 	App #:  11/038,846	 	 	 	COMMON HEARTH IN PLASMA FURNACE
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-DD	 	US Patent	 	US	 	AJAX TOCCO
	 	Issued	 	Issued:  8/13/2002	 	COMPOSITE INSULATING CLAMP
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  5/23/2001	 	Pat. #: 6,434,182 B1	 	ASSEMBLY FOR INDUCTION FURNACE
	 	 	 	 	 	 	CORPORATION
	 	App #:  09/863,959	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-S	 	US Patent	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	METHOD OF ANONYMOUSLY PAYING
	 	 	 	 	 	 	MAGNETHERMIC
	 	Filed:  8/30/1999	 	 	 	THE COST OF A BUSINESS TRANSACTION
	 	 	 	 	 	 	CORPORATION
	 	App #: 09/385,969	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463005US1AT	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	INTELLISYS
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  12/22/2003	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/566,432	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463006US1AT	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	NEXCAST
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  12/22/2003	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/567,900	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463014US1AT	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	POWERBOXX
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  4/5/2005	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/567,900	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463031US1AT	 	US	 	US	 	AJAX TOCCO
	 	Registered	 	Registered: 8/4/1987	 	PREMELT
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  7/8/1985	 	Reg No:  1,450,364	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  73/546,725	 	 	 	 






9









 









					
	 
	 	All Cases Summary Report
	 	Date: June 7, 2007







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Status,	 	 	 	 
	Case	 	Case	 	 	 	Client Name,	 	Filing Date,	 	Pat/Reg No.,	 	 
	Number	 	Type	 	Country	 	Client Case #	 	App. Serial #	 	Issue/Reg Date	 	Title
	1463-AD	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	LECTROTHERM PROCESS SYSTEMS
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  9/11/2000	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/124,658	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AE	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	INFINISYS
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  1/5/2001	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/189,845	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AF	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	PRO INDUCTION
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  1/5/2001	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/190,098	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AM	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	QUADRA TRACK
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  12/7/2001	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/346,105	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-AP	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	VERSACAST
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  12/5/2001	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  76/344,890	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-CC	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	LATCH-T
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  3/22/2000	 	 	 	 
	 	 	
	 	 	 	CORPORATION
	 	App #:  76/007,673	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-H	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	LECTROTHERM
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  7/16/1999	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  75/752,398	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	1463-R	 	US	 	US	 	AJAX TOCCO
	 	Abandoned	 	Abandoned	 	LECTROTHERM & Design
	 	 	  Trade mark	 	 	 	MAGNETHERMIC
	 	Filed:  7/26/1999	 	 	 	 
	 	 		 	 	 	CORPORATION
	 	App #:  75/757,375	 	 	 	 






10









 








SCHEDULE 5.26




INSURANCE





	1.	 	See attached




 









 












PARK-OHIO HOLDINGS CORP.

INSURANCE SUMMARY

UPDATED APRIL 25, 2007




	 	 	 	 	 	 	 	 	 
	 	 	POLICY NUMBER	 	 	 	VALUES,
	POLICY	 	INSURANCE COMPANY	 	 	 	AMOUNTS
	TYPE	 	EXPIRATION DATE	 	COVERAGE	 	OR LIMITS
	 
	LIBERTY MUTUAL PROGRAM
	 	 	 	 	 	 	 	 
	Commercial
	 	AS7-181-053112-357	 	Liability — CSL	 	$	1,000,000	 
	Automobile — USA
	 	Liberty Mutual Insurance Group	 	Medical  Payments	 	$	5,000	 
	 
	 	December 31, 2007	 	Uninsured Motorists-except Ohio	 	$	1,000,000	 
	 
	 	 	 	Underinsured Motorists-except Ohio	 	$	1,000,000	 
	 
	 	 	 	Uninsured Motorists — Ohio	 	$	100,000	 
	 
	 	 	 	Underinsured Motorists — Ohio	 	$	100,000	 
	 
	 	 	 	Personal Injury Protection	 	Basic	 
	 
	 	 	 	Comprehensive Coverage	 	ACV	 
	 
	 	 	 	Deductible — Private Passenger	 	$	1,000	 
	 
	 	 	 	Deductible — Commercial Vehicles	 	$	5,000	 
	 
	 	 	 	Collision Coverage	 	ACV	 
	 
	 	 	 	Deductible — Private Passenger	 	$	1,000	 
	 
	 	 	 	Deductible — Commercial Vehicles	 	$	5,000	 
	 
	 	 	 	 	 	 	 	 
	Commercial
	 	AC1-181-053112-377	 	Same as above	 	Same as above	 
	Automobile — Canada
	 	Liberty Mutual Insurance Group	 	 	 	 	 	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Commercial
	 	TB2-181-053112-347	 	Policy Form-Occurrence	 	 	 	 
	General Liability
	 	Liberty Mutual Insurance Company	 	General Aggregate Limit	 	$	2,000,000	 
	 
	 	December 31, 2007	 	Prod & Comp Ops Limit	 	$	2,000,000	 
	 
	 	 	 	Pers & Adv Injury Limit	 	$	1,000,000	 
	 
	 	 	 	Each Occurrence Limit	 	$	1,000,000	 
	 
	 	 	 	Rented Premises	 	$	100,000	 
	 
	 	 	 	Medical Expense Limit	 	$	5,000	 
	 
	 	 	 	Deductible/Occurrence	 	$	250,000	 
	 
	 	 	 	Deductible/Aggregate	 	$	900,000	 
	 
	 	 	 	 	 	 	 	 
	Commercial
	 	KE1-181-053112-416	 	Same as above	 	Same as above	 
	General Liability
	 	Liberty Mutual Insurance Group	 	 	 	 	 	 
	Canada
	 	December 31, 2007	 	 	 	 	 	 
	 
	Workers Compensation
	 	WA2-18D-053112-327	 	Workers Comp — Deductible Program	 	Statutory	 
	 
	 	Liberty Mutual Insurance Group	 	Deductible — Per Claim/Occurrence	 	$	250,000	 
	 
	 	December 31, 2007	 	Employer’s Liability	 	 	 	 
	 
	 	AL, AZ, AR, CA, FL, GA, IL, IN, IA, KS, MI,	 	Each Accidednt	 	$	1,000,000	 
	 
	 	MN, MO, NE, NJ, NY, NC, OK, PA, SC, TN,	 	Disease Policy Limit	 	$	1,000,000	 
	 
	 	TX (and all other states except monopolistic	 	Disease Each Employee	 	$	1,000,000	 
	 
	 	WV, ND, OH, WA, WY, AK	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Workers Compensation
	 	WC2-181-053112-459	 	Workers Comp — Guaranteed Cost	 	Statutory	 
	 
	 	Liberty Mutual Insurance Group	 	Employer's Liability	 	 	 	 
	 
	 	December 31, 2007	 	Each Accidednt	 	$	1,000,000	 
	 
	 	Wisconsin	 	Disease Policy Limit	 	$	1,000,000	 
	 
	 	 	 	Disease Each Employee	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 
	Excess Workers
	 	EW7-18N-053112-337	 	Excess Workers Compensation	 	Statutory	 
	Compensation
	 	Liberty Mutual Insurance Group	 	Self-Insured State OH	 	 	 	 
	 
	 	December 31, 2007	 	Coverage B — Employer’s Liability	 	$	1,000,000	 
	 
	 	 	 	Retention	 	$	350,000	 







1









 





PARK-OHIO HOLDINGS CORP.

INSURANCE SUMMARY

UPDATED APRIL 25, 2007





	 	 	 	 	 	 	 	 	 
	 	 	POLICY NUMBER	 	 	 	VALUES,
	POLICY	 	INSURANCE COMPANY	 	 	 	AMOUNTS
	TYPE	 	EXPIRATION DATE	 	COVERAGE	 	OR LIMITS
	 
	Excess/Umbrella
	 	TH2-181-053112-467	 	Occurrence Form	 	$	1,000,000 x/s Primary	 
	 
	 	Liberty Mutual Insurance Group	 	 	 	 	 	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JACKSON, DIEKEN & ASSOCIATES PROGRAM
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess/Umbrella
	 	QI05700132	 	Occurrence Form	 	$	9,000,000 x/s $1,000,000	 
	 
	 	St. Paul Fire & Marine Insurance Company	 	 	 	x/s Primary	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess/Umbrella
	 	TUE478493101	 	Occurrence Form	 	$	10,000,000 xs $10,000,000	 
	 
	 	Great American Insurance Company	 	 	 	x/s Primary	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess/Umbrella
	 	UXP000360902	 	Occurrence Form	 	$	10,000,000 xs $20,000,000	 
	 
	 	Arch Specialty Insurance	 	 	 	x/s Primary	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NEALE PHYPERS CORPORATION PROGRAM
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess/Umbrella
	 	XS4433312	 	Occurrence Form	 	$	20,000,000 xs $30,000,000	 
	 
	 	Cincinnati Insurance company	 	 	 	 	 	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JACKSON, DIEKEN & ASSOCIATES PROGRAM
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess/Umbrella
	 	NHA037770	 	Occurrence Form	 	$	20,000,000 xs $55,000,000	 
	 
	 	RSUI Indemnity Company	 	 	 	x/s Primary	 
	 
	 	December 31, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LIBERTY MUTUAL PROGRAM
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Commercial Property
	 	YU2-K8L-053112-435 — USA and	 	All Risks of physical loss	 	$	250,000,000	 
	 
	 	YU1-K8L-053112-445 — Canada	 	or damage to Real and/or	 	Loss Limit	 
	 
	 	July 31, 2007	 	Personal Property and	 	subject to	 
	 
	 	 	 	Loss of Income excluding Ordinary Payroll	 	Terms and Conditions of the Policy	 
	 
	 	 	 	ACV	 	Applicable Sublimits	 
	 
	 	 	 	Park Drop Forge-Cleveland, OH	 	$5,000,000 
Excluding B&M Coverage	 
	 
	 	 	 	General Aluminum - Hudson, MI	 	$10,000,000 

Excluding B&M Coverage	 
	 
	 	 	 	General Aluminum (Metalloy)-Tupelo, MS	 	$20,000,000 

Excluding B&M Coverage	 
	 
	 	 	 	POP-China DIC Including B&M Coverage	 	 	 	 
	 
	 	 	 	(includes also ILS and ATM)	 	 	 	 
	 
	 	 	 	Personal Property	 	$	5,407,000	 
	 
	 	 	 	Business Income	 	$	2,459,000	 







2









 








PARK-OHIO HOLDINGS CORP.

INSURANCE SUMMARY

UPDATED APRIL 25, 2007







	 	 	 	    	 	 	 	 	 
	 	 	POLICY NUMBER	 	 	 	VALUES,
	POLICY	 	INSURANCE COMPANY	 	 	 	AMOUNTS
	TYPE	 	EXPIRATION DATE	 	COVERAGE	 	OR LIMITS
	 
	 
	 	 	 	Kingswinford, United Kingdom — DIC	 	$	1,570,000	 
	 
	 	 	 	Basildon, Essex — UK - DIC	 	$	218,000	 
	 
	 	 	 	ILS-Monterrey, Mexico	 	$	6,472,000	 
	 
	 	 	 	Equipment Breakdown	 	$	50,000,000	 
	 
	 	 	 	Flood — outside 500 Year Flood Plain	 	$	50,000,000	 
	 
	 	 	 	Flood — outside 100 Year Flood Plain	 	$	25,000,000	 
	 
	 	 	 	Flood — within a 100 Year Flood Plain	 	$	1,000,000	 
	 
	 	 	 	Flood — Newly Acquired	 	$	1,000,000	 
	 
	 	 	 	Flood — Unnamed Premises	 	$	250,000	 
	 
	 	 	 	 	 	 	 	 
	Commercial Property
	 	 	 	Earth Movement, excluding California and	 	 	 	 
	(Continued)
	 	 	 	other Zone 1 Earthquake Areas	 	$	50,000,000	 
	 
	 	 	 	Earth Movement, California and other	 	 	 	 
	 
	 	 	 	Zone 1 Earthquake Areas	 	$	1,000,000	 
	 
	 	 	 	New Madrid	 	$	10,000,000	 
	 
	 	 	 	Puget Sound	 	$	10,000,000	 
	 
	 	 	 	Earth Movement — Newly Acquired	 	$	1,000,000	 
	 
	 	 	 	Earth Movement — Unnamed Premises	 	$	250,000	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	Deductible-Combined All Coverages	 	$	250,000	 
	 
	 	 	 	except	 	 	 	 
	 
	 	 	 	ILS Non-Manufacturing	 	 	 	 
	 
	 	 	 	Distribution Warehouses	 	$	50,000	 
	 
	 	 	 	China Boiler & Machinery-Combined	 	$	50,000	 
	 
	 	 	 	Subject to various other policy deductibles	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JACKSON, DIEKEN & ASSOCIATES PROGRAM
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Crime Coverage
	 	81601922	 	Employee Theft — Deductible $100,000	 	$	6,500,000	 
	 
	 	Federal Insurance Company	 	Premises Coverage — Deductible $100,000	 	$	6,500,000	 
	 
	 	(A Chubb Group Company)	 	Transit Coverage — Deductible $100,000	 	$	6,500,000	 
	 
	 	November 30, 2007	 	Depositor's Forgery — Deductible $100,000	 	$	6,500,000	 
	 
	 	 	 	Computer Theft & Funds Transfer Fraud	 	 	 	 
	 
	 	 	 	Deductible $100,000	 	$	6,500,000	 
	 
	 	 	 	Money Orders & Counterfeit Fraud	 	 	 	 
	 
	 	 	 	No Deductible	 	$	6,500,000	 
	 
	Lawyers Professional
	 	009650584	 	Corporate Counsel Premier Professional	 	 	 	 
	 
	 	American International Specialty Lines Ins. Co.	 	Liability Insurance Policy	 	 	 	 
	 
	 	October 6, 2007	 	Per Claim	 	$	5,000,000	 
	 
	 	 	 	Aggregate	 	$	5,000,000	 
	 
	 	 	 	Securities Claim Sublimit (including defense)	 	$	5,000,000	 
	 
	 	 	 	Retention — Non-indemnifiable loss	 	$	5,000	 
	 
	 	 	 	Retention — All other loss	 	$	25,000	 
	 
	 	 	 	Retroactive Date:  10/06/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 






3









 







PARK-OHIO HOLDINGS CORP.

INSURANCE SUMMARY

UPDATED APRIL 25, 2007





	 	 	 	 	 	 	 	 	 
	 	 	POLICY NUMBER	 	 	 	VALUES,
	POLICY	 	INSURANCE COMPANY	 	 	 	AMOUNTS
	TYPE	 	EXPIRATION DATE	 	COVERAGE	 	OR LIMITS
	 
	Miscellaneous
	 	SEH0000222	 	Park Avenue Travel, Ltd.l/Blue Falcon Travel	 	 	 	 
	Professional Liability
	 	Scottdate Surplus Lines Insurance	 	Miscellaneous Errors & Omissions Liability	 	 	 	 
	 
	 	December 31, 2007	 	Claims Made Policy Form	 	 	 	 
	 
	 	 	 	Each Claim/Aggregate	 	$	1,000,000	 
	 
	 	 	 	Deductible — Each Claim Including Expense	 	$	2,500	 
	 
	 	 	 	 	 	 	 	 
	Admitted Mexican
	 	Seguros Comerical America	 	Liability for Property Damage	 	$	25,000	 
	Tourist Automobile
	 	through Border Insurance Services	 	Liability for Bodily Injury	 	$	80,000	 
	Policy
	 	THA 14724	 	 	 	 	 	 
	 
	 	December 31,2006	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ocean Marine
	 	OC-96031400	 	Covering goods and/or merchandise of the	 	 	 	 
	 
	 	Fireman's Fund Insurance Company	 	Insured against All Risks of physical loss or	 	 	 	 
	 
	 	Continuous until cancelled	 	damage while being transported	 	 	 	 
	 
	 	February 22 anniversary date	 	internationally.	 	 	 	 
	 
	 	 	 	Any one vessel/aircraft	 	$	2,000,000	 
	 
	 	 	 	Any one metal barge	 	$	50,000	 
	 
	 	 	 	 	 	 	 	 
	Admitted London
	 	127/500/JR007894/4	 	Commercial Package	 	 	 	 
	Package Policy
	 	Zurich Insurance Company	 	Public Liability	 	£	5,000,000	 
	 
	 	Through TL Dallas	 	Products Liability	 	£	5,000,000	 
	 
	 	July 31, 2007	 	Pers. & Adv. Injury	 	£	250,000	 
	 
	 	 	 	Terrorism	 	£	100,000	 
	 
	 	ILS - RB&W	 	Employers Liability	 	£	10,000,000	 
	 
	 	 	 	   except Terrorism	 	£	5,000,000	 
	 
	 	 	 	Personal Property	 	£	947,000	 
	 
	 	 	 	Building 64 - The Pensnett Estate	 	 	 	 
	 
	 	 	 	Kingswinford	 	 	 	 
	 
	 	 	 	West Midlands DY6 7PP	 	 	 	 
	 
	 	 	 	England	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Admitted London
	 	127/5S01/LY556391/4	 	Commercial Package	 	 	 	 
	Package Policy
	 	Zurich Insurance Company	 	Public Liability	 	£	5,000,000	 
	 
	 	Through T L Dallas & Co Ltd	 	Products Liability	 	£	5,000,000	 
	 
	 	April 30, 2007	 	Employers Liability	 	£	10,000,000	 
	 
	 	 	 	   except Terrorism	 	£	5,000,000	 
	 
	 	ILS - PPG	 	Personal Property	 	£	111,000	 
	 
	 	 	 	Increased cost of working (Extra Expense)	 	 	 	 
	 
	 	 	 	3 Quatro Business Park	 	 	 	 
	 
	 	 	 	Paycocke Road	 	 	 	 
	 
	 	 	 	Basildon	 	 	 	 
	 
	 	 	 	Essex SS14 3GH	 	 	 	 
	 
	 	 	 	England	 	 	 	 







4









 






PARK-OHIO HOLDINGS CORP.

INSURANCE SUMMARY

UPDATED APRIL 25, 2007




	 	 	 	 	 	 	 	 	 
	 	 	POLICY NUMBER	 	 	 	VALUES,
	POLICY	 	INSURANCE COMPANY	 	 	 	AMOUNTS
	TYPE	 	EXPIRATION DATE	 	COVERAGE	 	OR LIMITS
	 
	AON RISK SERVICES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	D&O
	 	673-66-56	 	Executive and Organization Liability	 	 	 	 
	 
	 	National Union Fire Ins. Co. of Pittsburgh, PA	 	Outside Entity Executive Liability	 	 	 	 
	 
	 	September 10, 2007	 	Claims Made	 	 	 	 
	 
	 	 	 	Aggregate Loss Limit including Defense	 	$	15,000,000	 
	 
	 	 	 	Retention - Securities Claims	 	$	500,000	 
	 
	 	 	 	Retention - All other Claims	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 
	Excess D&O
	 	8179-5196	 	Excess D&O Coverage	 	$	15,000,000 x/1 Primary	 
	 
	 	Federal Insurance Company (Chubb)	 	Aggregate Loss Limit	 	 	 	 
	 
	 	September 10, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Excess D&O
	 	ELU094140-06	 	Excess D&O	 	$	5,000,000 x/s $15,000,000	 
	 
	 	XL Specialty Insurance Company	 	 	 	 	x/l Primary	 
	 
	 	September 10, 2007	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fiduciary Liability
	 	8173-1247	 	Fiduciary Liability Coveraqge	 	 	 	 
	 
	 	Federal Insurance Copany (Chubb)	 	Claims Made Coverage with 365 day	 	 	 	 
	 
	 	September 10, 2007	 	Extended Reporting Period	 	 	 	 
	 
	 	 	 	Each Claim/Aggregate	 	$	10,000,000	 
	 
	 	 	 	Retention	 	$	50,000	 
	 
	 	 	 	 	 	 	 	 
	Employment Practices
	 	673-66-60	 	Employment Practices Liability	 	 	 	 
	Liability
	 	National Union Fire Ins. Co. of Pittsburgh, PA	 	Claims Made Coverage	 	 	 	 
	 
	 	September 10, 2007	 	Aggregate Limit of Liability	 	$	5,000,000	 
	 
	 	 	 	 	 	 	 	 
	Aircraft Products
	 	SIHL1-964F	 	Coverage A — Bodily Injury & Prop. Dmg.	 	$	100,000,000	 
	Liability
	 	USAIG	 	Coverage B — Grounding Liability	 	$	100,000,000	 
	 
	 	June 1 2007	 	Coverage A&B	 	$	100,000,000	 
	 
	 	 	 	Limits are Per Occurrence and Aggregate	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Non-Owned
	 	11-NOA-5887800	 	Each Occurrence	 	$	25,000,000	 
	Aircraft Liability
	 	Arch Insurance Group	 	Medical Payments — Each Person	 	$	5,000	 
	 
	 	March 12, 2008	 	Personal Effects and Baggage	 	$	500	 
	 
	 	 	 	 	 	 	 	 






5









 






SCHEDULE 6.16




INDEBTEDNESS



1. Indenture, dated as of June 3, 1999, by and among the Borrower as Issuer, and Norwest Bank
Minnesota, National Association, as Trustee and the Senior Subordinated Notes issued pursuant
thereto.



2. Outstanding Indebtedness arising out of or in connection with the issuance of those certain
$5,000,000 Jackson County, Arkansas Industrial Development Revenue Bonds (Southwest Steel
Processing LLC Project).



3. Outstanding Indebtedness in the amount of $395,644 arising out of that certain Promissory
Note, dated as of June 28, 2005, by and between GAMCO Components Group, LLC and Rudy J.
Pryately, Jr. for the purchase of property located at 1042 Chamberlain Boulevard, Conneaut,
Ohio.



4. Outstanding Indebtedness in the amount of $60,000 arising out of that certain Promissory
Noted, dated as of December 30, 2004, by and between The Ajax Manufacturing Company and
Chambersburg Engineering Acquisition Corporation, for the purchase of certain drawings and
machine records



5. See Items 4-9 on Schedule 5.8.




 









 








SCHEDULE 6.20




OTHER INVESTMENTS



The Borrower has a 49% minority ownership interest in Vincent Brookins Company, Ltd. The Borrower
has loaned this entity the aggregate sum of $351,000 for working capital purposes pursuant to a
promissory note, a security agreement and a personal guaranty from the majority equity holder of
this entity.



The Borrower has committed to an investment of approximately $1.5 million in Rome Die Casting LLC,
which includes the option to purchase 100 percent of the Member’s interest.