Exhibit 4.3





	





Exhibit 4.3 



CREDIT AGREEMENT 




dated as of December
21, 2001 



among 




MIDDLEBY MARSHALL INC., 



THE MIDDLEBY
CORPORATION, 



VARIOUS FINANCIAL
INSTITUTIONS, 



FLEET NATIONAL BANK,
as
Syndication Agent, 



and 



BANK OF AMERICA, N.A.,

as Administrative Agent, Issuing Lender and Swing Line Lender 




BANC OF AMERICA SECURITIES LLC

Lead Arranger and Book Manager 

















	





TABLE OF CONTENTS 



Page 









		SECTION  1		DEFINITIONS		1


		1.1		Definitions		1


		1.2		Other Interpretive Provisions		23





		SECTION 2		COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES;
LETTER OF CREDIT PROCEDURES; SWING LINE LOANS		24


		2.1		Commitments		24


		2.1.1		Revolving Loans		24


		2.1.2		L/C Commitment		24


		2.1.3		Term Loans		25


		2.2		Loan Procedures		25


		2.2.1		Various Types of Loans		25


		2.2.2		Borrowing Procedures		25


		2.2.3		Conversion and Continuation Procedures		26


		2.3		Letter of Credit Procedures		27


		2.3.1		L/C Applications		27


		2.3.2		Participations in Letters of Credit		27


		2.3.3		Reimbursement Obligations		27


		2.3.4		Limitation on Obligations of Issuing Lenders		28


		2.3.5		Funding by Revolving Lenders to Issuing Lenders		28


		2.4		Swing Line Loans		29


		2.4.1		Swing Line Loans		29


		2.4.2		Swing Line Loan Procedures		29


		2.4.3		Refunding of, or Funding of Participations in, Swing Line Loans		30


		2.4.4		Repayment of Participations		30


		2.4.5		Participation Obligations Unconditional		31


		2.5		Commitments Several		31


		2.6		Certain Conditions		31





		SECTION  3		NOTES EVIDENCING LOANS		31


		3.1		Notes		31


		3.2		Recordkeeping		31





		SECTION 4		INTEREST		32


		4.1		Interest Rates		32


		4.2 		Interest Payment Dates		32





	


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		4.3 		Setting and Notice of Eurodollar Rates		32


		4.4		Computation of Interest		33






		SECTION 5		FEES		33


		5.1		Commitment Fee		33


		5.2		Letter of Credit Fees		33


		5.3		Up-Front and Funding Fees		34


		5.4		Administrative Agent’s and Lead Arranger’s Fees		34





		SECTION 6		REPAYMENT OF LOANS; REDUCTION AND TERMINATION OF THE COMMITMENTS; PREPAYMENTS		34


		6.1		Repayment of Loans		34


		6.2		Voluntary Reductions of the Revolving Commitment Amount		34


		6.3		Prepayments		35


		6.3.1		Voluntary Prepayments		35


		6.3.2		Mandatory Prepayments		35


		6.3.3		Application of Prepayments		36





		SECTION  7		MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES		36


		7.1		Making of Payments		36


		7.2		Application of Certain Payments		37


		7.3		Due Date Extension		37


		7.4		Setoff		37


		7.5		Proration of Payments		37


		7.6		Taxes		37





		SECTION  8		INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS		40


		8.1		Increased Costs		40


		8.2		Basis for Determining Interest Rate Inadequate or Unfair		41


		8.3		Changes in Law Rendering Eurodollar Loans Unlawful		42


		8.4		Funding Losses		42


		8.5		Right of Lenders to Fund through Other Offices		43


		8.6		Discretion of Lenders as to Manner of Funding		43


		8.7		Mitigation of Circumstances; Replacement of Affected Lender		43


		8.8		Conclusiveness of Statements; Survival of Provisions		44





		SECTION  9		REPRESENTATIONS AND WARRANTIES		44


		9.1		Organization, etc		44


		9.2		Authorization; No Conflict		44


		9.3		Validity and Binding Nature		45


		9.4		Financial Condition		45


		9.5		No Material Adverse Change		45





	


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		9.6		Litigation and Contingent Liabilities		45


		9.7		Ownership of Properties; Liens		45


		9.8		Subsidiaries		46


		9.9		Pension Plans		46


		9.10		Investment Company Act		46


		9.11		Public Utility Holding Company Act		46


		9.12		Regulation U		47


		9.13		Taxes		47


		9.14		Solvency, etc		47


		9.15		Environmental Matters		47


		9.16		Information		47


		9.17		Blodgett Acquisition		48


		9.18		No Default		48


		9.19		No Burdensome Restrictions		48


		9.20		Note Purchase Representations and Warranties		48





		SECTION 10		COVENANTS		49


		10.1		Reports, Certificates and Other Information		49


		10.1.1		Audit Report		49


		10.1.2		Quarterly Reports		49


		10.1.3		Monthly Reports		49


		10.1.4		Compliance Certificates		50


		10.1.5		Reports to SEC and to Shareholders		50


		10.1.6		Notice of Default, Litigation, ERISA and Environmental Matters		50


		10.1.7		Subsidiaries		51


		10.1.8		Management Reports		51


		10.1.9		Projections		51


		10.1.10		Borrowing Base Certificate		51


		10.1.11		Other Information		51


		10.2		Books, Records and Inspections		52


		10.3		Insurance		52


		10.4		Compliance with Laws, Material Contracts; Payment of Taxes and Liabilities		52


		10.5		Maintenance of Existence, etc		52


		10.6		Financial Covenants		53


		10.6.1		Fixed Charge Coverage Ratio		53


		10.6.2		Total Leverage Ratio		53


		10.6.3		Senior Leverage Ratio		53


		10.6.4		Minimum Consolidated Net Worth		53


		10.6.5		Capital Expenditures		54


		10.7		Limitations on Debt		54


		10.8		Liens		55


		10.9		Restricted Payments		56





	


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		10.10		Mergers, Consolidations, Sales		57


		10.11		Use of Proceeds		57


		10.12		Further Assurances		58


		10.13		Transactions with Affiliates		58


		10.14		Employee Benefit Plans		58


		10.15		Environmental Laws		58


		10.16		Unconditional Purchase Obligations		59


		10.17		Inconsistent Agreements		59


		10.18		Business Activities		59


		10.19		Advances and Other Investments		59


		10.20		Foreign Subsidiaries		60


		10.21		Interest Rate Protection		60


		10.22		Amendments to Certain Documents		61


		10.23		Real Estate Documents		61


		10.24		Foreign Pledges		62


		10.25		Key Management		62





		SECTION 11		EFFECTIVENESS; CONDITIONS OF LENDING, ETC		62


		11.1		Effectiveness		62


		11.1.1		Notes		63


		11.1.2		Resolutions		63


		11.1.3		Consents, etc		63


		11.1.4		Incumbency and Signature Certificates		63


		11.1.5		Security Agreement		63


		11.1.6		Subsidiary Guaranty		63


		11.1.7		U.S. Pledge Agreement		63


		11.1.8		Opinions of Counsel for the Loan Parties		63


		11.1.9		Financial Information		64


		11.1.10		Acquisition Documents		64


		11.1.11		Mortgages		64


		11.1.12		Subordinated Debt		64


		11.1.13		Borrowing Base Certificate		65


		11.1.14		Other		65


		11.2		Conditions to All Credit Extensions		65


		11.2.1		Compliance with Representations and Warranties, No Default, etc		65


		11.2.2		Confirmatory Certificate		65





		SECTION 12		EVENTS OF DEFAULT AND THEIR EFFECT		65


		12.1		Events of Default		65


		12.1.1		Non-Payment of the Loans, etc		65


		12.1.2		Non-Payment of Other Debt		66


		12.1.3		Bankruptcy, Insolvency, etc		66





	


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		12.1.4		Non-Compliance with Provisions of This Agreement		66


		12.1.5		Representations and Warranties		66


		12.1.6		Pension Plans		67


		12.1.7		Judgments		67


		12.1.8		Invalidity of Subsidiary Guaranty, etc		67


		12.1.9		Invalidity of Collateral Documents, etc		67


		12.1.10		Change in Control		67


		12.2		Effect of Event of Default		67





		SECTION  13		PARENT GUARANTY		68


		13.1		The Guaranty		68


		13.2		Guaranty Unconditional		68


		13.3		Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances		69


		13.4		Waiver by the Parent		70


		13.6		Stay of Acceleration		70





	THE ADMINISTRATIVE AGENT		70


		14.1		Appointment and Authorization		70


		14.2		Delegation of Duties		71


		14.3		Liability of Administrative Agent		71


		14.4		Reliance by Administrative Agent		71


		14.5		Notice of Default		72


		14.6		Credit Decision		72


		14.7		Indemnification		73


		14.8		Administrative Agent in Individual Capacity		74


		14.9		Successor Administrative Agent		74


		14.10		Withholding Tax		75


		14.11		Collateral Matters		77


		14.12		Syndication Agent		77





		SECTION 15		GENERAL		77


		15.1		Waiver; Amendments		77


		15.2		Confirmations		78


		15.3		Notices		78


		15.4		Computations		79


		15.5		Regulation U		79


		15.6		Costs, Expenses and Taxes		79


		15.7		Subsidiary References		80


		15.8		Captions		80


		15.9		Assignments; Participations		80


		15.9.1		Assignments		80


		15.9.2		Participations		82






	


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		15.10		Governing Law		82


		15.11		Counterparts		83


		15.12		Successors and Assigns		83


		15.13		Indemnification by the Company		83


		15.14		Forum Selection and Consent to Jurisdiction		85


		15.15		Waiver of Jury Trial		85






	


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SCHEDULES 










	SCHEDULE 1.1		Pricing Schedule



	SCHEDULE 2.1		Lenders and Percentages



	SCHEDULE 6.1		Amortization of Term A Loans



	SCHEDULE 9.6		Litigation and Contingent Liabilities



	SCHEDULE 9.7		Ownership of Properties; Liens



	SCHEDULE 9.8		Subsidiaries



	SCHEDULE 9.15		Environmental Matters



	SCHEDULE 10.7(g)		Debt to be Repaid



	SCHEDULE 10.7(i)		Existing Debt



	SCHEDULE 10.8		Existing Liens



	SCHEDULE 10.19		Existing Investments



	SCHEDULE 11.1.11		Mortgaged Property



	SCHEDULE 15.3		Addresses for Notices





	


EXHIBITS 










	EXHIBIT A		Form of Note (Section 3.1)



	EXHIBIT B		Form of Compliance Certificate (Section 10.1.4)



	EXHIBIT C		Form of Subsidiary Guaranty (Section 1)



	EXHIBIT D		Form of Security Agreement (Section 1)



	EXHIBIT E		Form of U.S. Pledge Agreement (Section 1)



	EXHIBIT F		Form of Assignment Agreement (Section 15.9)



	EXHIBIT G		Form of Borrowing Base Certificate (Section 1)



	EXHIBIT H-1		Form of Subordination Agreement (Seller Subordinated Debt) (Section 11.1)



	EXHIBIT H-2		Form of Subordination Agreement (Senior Subordinated Debt) (Section 11.1)






	


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CREDIT AGREEMENT



     This
CREDIT AGREEMENT dated as of December 21, 2001 (this
“Agreement”) is entered into among MIDDLEBY MARSHALL INC., a
Delaware corporation (the “Company”), THE MIDDLEBY CORPORATION,
a Delaware corporation (the “Parent”), various financial
institutions (together with their respective successors and assigns, the
“Lenders”) and BANK OF AMERICA, N.A. (in its individual
capacity, “Bank of America”), as administrative agent for the
Lenders. 



     WHEREAS,
the Lenders are willing to extend commitments to make loans to, and to issue or
participate in letters of credit for the account of, the Company on the terms
and conditions set forth herein. 



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




     SECTION 1
DEFINITIONS.




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



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



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



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



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










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






			over		





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












	






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



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



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



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



     Agreement — see the Preamble.



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



     Assignee
— see Section 15.9.1. 



     Assignment
Agreement — see Section 15.9.1. 



     Bank
of America — see the Preamble. 



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



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



     
Base Rate Margin — see Schedule 1.1.



2 
















	






     
      Blodgett means Blodgett Holdings Inc., a Delaware corporation.



     Blodgett
Acquisition means the acquisition by the Company of all of the capital stock
of Blodgett pursuant to the Blodgett Acquisition Agreement. 



     Blodgett
Acquisition Agreement means the Stock Purchase Agreement dated as of August
30, 2001 between the Company (as assignee of the Parent) and Maytag Corporation,
including all schedules, annexes and exhibits thereto, as amended through
Amendment No. 1 thereto dated December 21, 2001. 



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



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



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



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



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



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



3

















	






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



     Code
means the Internal Revenue Code of 1986. 



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



4
















	






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



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



     Commitment Fee Rate — see Schedule 1.1.



     Company — see the Preamble.



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



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



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



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



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



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



5
















	






     Debt
to be Repaid means the Debt listed on Schedule 10.7(g). 



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



     EBITDA
means, for any period, Consolidated Net Income for such period plus to
the extent deducted in determining such Consolidated Net Income, Interest
Expense, income tax expense, depreciation and amortization for such period. 



     Effective
Date — see Section 11.1. 



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



6
















	







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



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



7
















	






     Eligible
Inventory means Inventory of the Company or any Subsidiary Guarantor which
meets each of the following requirements: (a) it (i) is subject to a perfected
Lien in favor of the Administrative Agent and (ii) is not subject to any other
assignment, claim or Lien (other than Liens permitted by Section
10.8(a)); (b) it consists of raw materials which are usable or finished
goods salable in the ordinary course of the Company’s or such Subsidiary
Guarantor’s business; (c) it is not Inventory produced in violation of the
Fair Labor Standards Act and subject to the “hot goods” provisions
contained in Title 29 U.S.C. §215; (d) if Inventory is held by a third
Person or is located at property leased by the Company or a Subsidiary
Guarantor, as lessee, such Person or the lessor of such property, as applicable,
has delivered a Collateral Access Agreement to the Administrative Agent;
provided that no Inventory shall be ineligible pursuant to this clause
(d) until the 60th day after the Effective Date; (e) it is not
subject to any agreement which would restrict the Administrative Agent’s
ability to sell or otherwise dispose of such Inventory; (f) it is located in the
United States or in any territory or possession of the United States that has
adopted Article 9 of the Uniform Commercial Code; (g) it is not “in
transit” to a Person other than the Company or such Subsidiary Guarantor;
(h) it is not held by the Company or such Subsidiary Guarantor on consignment;
(i) it is not “work in progress”; (j) it is not placed on consignment;
and (k) it is not reserved against for obsolescence. 



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



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



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



     ERISA
means the Employee Retirement Income Security Act of 1974. 



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



8
















	






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



     Eurodollar
Margin — see Schedule 1.1. 



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



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



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



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



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



9
















	






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









		
Eurodollar Rate

(Reserve Adjusted)
		=		
Eurodollar Rate



1-Eurocurrency

Reserve Percentage
	






	


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



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



     (a) EBITDA for such period,



     less



     (b) the sum, without duplication of











	 	     (i)
repayments of principal of Term Loans pursuant to Section 6.1, regularly
scheduled principal payments arising with respect to any other long-term Debt of the
Parent or any Subsidiary, and the portion of any regularly scheduled payments with
respect to Capital Leases allocable to principal, in each case made during such period, 






	


     plus










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






	


     plus











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






	


     plus










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






	



     plus












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






	



10
















	







     plus










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






	


     minus










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






	


     plus










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






	


     Exemption
Representation — see Section 7.6. 



     Existing
Letter of Credit means irrevocable letter of credit number 7279886 issued
for the account of the Company by Bank of America. 



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



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



     Fiscal
Year means the fiscal year of the Company and its Subsidiaries, which period
shall be the 12-month period ending on the Saturday closest to December 31 of
each year. References to a Fiscal Year with a number corresponding to any
calendar year (e.g., “Fiscal Year 2001”) refer to the Fiscal Year
ending on the Saturday closest to December 31 of such calendar year. 



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



11
















	












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






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






	


     For
purposes of clause (b)(ii) above, “Scheduled Loan Payments”
means (A) for the Computation Period ending March 30, 2002, $6,000,000, (B) for
the Computation Period ending June 29, 2002, $7,000,000, (C) for the Computation
Period ending September 28, 2002, $9,000,000, (D) for the Computation Periods
ending December 28, 2002, March 29, 2003, June 28, 2003 and September 27,
2003, $10,000,000, and (E) for any Computation Period ending thereafter, the
amount of principal payments of the Loans scheduled to be made during such
Computation Period. 



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



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



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



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



     Group
— see Section 2.2.1. 



12
















	






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



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



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



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



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



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










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






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






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






	


13
















	












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






	


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



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



     Issuing
Lender means Bank of America in its capacity as an issuer of Letters of
Credit hereunder and any other Revolving Lender which, with the written consent
of the Company and the Administrative Agent, is the issuer of one or more
Letters of Credit. 



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



     LC
Fee Rate — see Schedule 1.1. 



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



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



14
















	






     Letter
of Credit — see Section 2.1.2. 



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



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



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



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



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



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



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



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



     Net Cash Proceeds means:










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






	


15
















	












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






	


     Note
— see Section 3.1. 



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



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



     Parent — see the Preamble.



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



     Participant
— see Section 15.9.2. 



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



16
















	






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



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



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



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



     Pro
Forma EBITDA means, for any period, the sum of (a) EBITDA for such period
plus (b) for the Computation Period ending (i) December 29, 2001,
$4,900,000, (ii) March 30, 2002, $3,300,000 and (iii) June 29, 2002, $1,300,000
plus (c) to the extent deducted in determining Consolidated Net Income
for such period, any Special Charges taken during such period; provided that in
calculating Pro Forma EBITDA: 



     (A)
the consolidated net income of any Person (or business unit) acquired by the
Company or any Subsidiary during such period (plus, to the extent deducted in
determining such consolidated net income, interest expense, income tax expense,
depreciation and amortization of such Person) shall be included on a pro
forma basis for such period (assuming the consummation of each such
Acquisition and the incurrence or assumption of any Debt in connection therewith
occurred on the first day of such period) based upon (1) in the case of
Blodgett, the pro forma financial information delivered to the
Administrative Agent and the Lenders prior to the Effective Date and (2) in the
case of any other Person, (x) to the extent available, (I) the audited
consolidated balance sheet of such acquired Person and its consolidated
Subsidiaries (or such business unit) as at the end of the fiscal year of such
Person (or business unit) preceding such Acquisition and the related audited
consolidated statements of income, stockholders’ equity and cash flows for
such fiscal year and (II) any subsequent unaudited financial statements for such
Person (or business unit) for the period prior such Acquisition so long as such
statements were prepared on a basis consistent with the audited financial
statements referred to above or (y) to the extent the items listed in clause
(x) are not available, such historical financial statements and other
information as is disclosed to, and reasonably approved by, the Required
Lenders; and 



17
















	






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



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



     Required
Lenders means at least three Lenders (unless there are less than three
Lenders) having an aggregate Total Percentage of more than 50%. 



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



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



     Revolving
Availability means the lesser of (i) the Revolving Commitment Amount and
(ii) the Borrowing Base. 



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



     Revolving
Commitment Amount means $27,500,000, as such amount may be reduced from time
to time pursuant to the terms hereof. 



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



     Revolving
Loan — see Section 2.1.1. 



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



18
















	






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



     Revolving
Termination Date means the earlier to occur of (a)  December 21, 2005
or (b) such other date on which the Revolving Commitments terminate pursuant to
Section 6 or 12. 



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



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



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



     Senior
Funded Debt means the remainder of (a) Funded Debt minus (b) Subordinated
Debt (other than Seller Subordinated Debt). 



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



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



     Special
Charges means the up to $5,000,000 in the aggregate of special charges taken
by (a) the Parent through the Fiscal Quarter ending December 28, 2002
relating to severance, and the closure of various locations of the Parent and
various Subsidiaries, as a result of the Blodgett Acquisition and (b) Blodgett
during the Fiscal Quarter ending December 29, 2001. 



19
















	






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



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



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



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



     Subsidiary
Guarantor means, on any day, each Subsidiary that has executed a counterpart
of the Subsidiary Guaranty on or prior to that day (or is required to execute a
counterpart of the Subsidiary Guaranty on that date). 



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



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



20
















	






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



     Swing Line Loan — see Section 2.4.1.



     Term
A Commitment means, as to any Lender, such Lender’s obligation to make
a Term A Loan pursuant to Section 2.1.3. 



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



     Term
A Loan — see Section 2.1.3. 



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



     Term
B Commitment means, as to any Lender, such Lender’s obligation to make
a Term B Loan pursuant to Section 2.1.3. 



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



     Term
B Loan — see Section 2.1.3. 



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



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



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



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



21
















	






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



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



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




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



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



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



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



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



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



22
















	






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




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




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




     2.1.1
Revolving Loans. Each Revolving Lender will make loans on a revolving
basis to the Company (“Revolving Loans”) from time to time
before the Revolving Termination Date in such Revolving Lender’s Revolving
Percentage of such aggregate amounts as the Company may from time to time
request from all Revolving Lenders; provided that the Revolving
Outstandings shall not at any time exceed the Revolving Availability. 




     2.1.2
L/C Commitment. (a) The Issuing Lenders will issue standby and
commercial letters of credit, in each case containing such terms and conditions
as are permitted by this Agreement and are reasonably satisfactory to the
applicable Issuing Lender and the Company (collectively with the Existing Letter
of Credit, each a “Letter of Credit”), at the request of and
for the account of the Company (or jointly for the account of the Company and
the Parent or any Subsidiary of the Company) from time to time before the date
which is 30 days prior to the scheduled Revolving Termination Date, and
(b) as more fully set forth in Section 2.3, each Revolving
Lender agrees to purchase a participation in each such Letter of Credit;
provided that (i) the aggregate Stated Amount of all Letters of Credit
shall not at any time exceed $5,000,000 and (ii) the Revolving Outstandings
shall not at any time exceed the Revolving Availability. 




     2.1.3
Term Loans. (a) Each Term A Lender will make a single term loan
(each a “Term A Loan”) on the Effective Date in such Lender’s Term A
Percentage of $37,500,000.



     (b)
Each Term B Lender will make a single term loan (each a “Term B
Loan”) on the Effective Date in such Lender’s Term B
Percentage of $3,000,000. 



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



23
















	






     2.2
Loan Procedures.




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




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




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










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






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






	


24
















	






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










			(1) 		the
proposed date of conversion or continuation;






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






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






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






	


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



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



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




     2.3  Letter of Credit Procedures.




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



25
















	






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




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




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



26
















	







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




     2.4  Swing Line Loans.




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



27
















	






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




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



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




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



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




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




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



29
















	






     SECTION  3  NOTES EVIDENCING LOANS.




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




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




     SECTION 4 INTEREST.




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



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



     (b)
in the case of Term B Loans, (i) at all times such Loan is a Base Rate Loan, at
a rate per annum equal to the sum of the Base Rate from time to time in effect
plus 3.00%; and (ii) at all times such Loan is a Eurodollar Loan, at a rate per
annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable to
each Interest Period for such Loan plus 4.50%; and 



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



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




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




30
















	






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




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




     SECTION  5  FEES.




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




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



31
















	






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



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




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




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




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




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



     (b)
The Term B Loans shall be repaid in full on December 21, 2005. 



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




     6.2
Voluntary Reductions of the Revolving Commitment Amount. The Company may
from time to time on at least five Business Days’ prior written notice
received by the Administrative Agent (which shall promptly advise each Revolving
Lender thereof) permanently reduce the Revolving Commitment Amount to an amount
not less than the Revolving Outstandings. Any such reduction shall be in an
amount not less than $5,000,000 or a higher integral multiple of $1,000,000. The
Company may at any time on like notice terminate the Revolving Commitments upon
payment in full of all Revolving Loans and Swing Line Loans and all other
obligations of the Company hereunder in respect of such Loans and cash
collateralization in full, pursuant to documentation in form and substance
reasonably satisfactory to the Issuing Lenders, of all obligations arising with
respect to the Letters of Credit. All reductions of the Revolving Commitment
Amount shall reduce the Revolving Commitments pro rata among the Revolving
Lenders according to their respective Revolving Percentages. 



32
















	






     6.3  Prepayments.




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




     6.3.2 Mandatory Prepayments.




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



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



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



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



33
















	






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



     (f)
Concurrently with the delivery of the compliance certificate with respect to the
end of any Fiscal Year pursuant to Section 10.1.4, beginning with the
Fiscal Year ending December 28, 2002, the Company shall make a prepayment of the
Term Loans in an amount (rounded down, if necessary, to an integral multiple of
$100,000) equal to 75% (or, if the financial statements for the applicable
Fiscal Year demonstrate that the Total Leverage Ratio was less than 1.5 to 1.0
for the Computation Period ending on the last day of such Fiscal Year, 50%) of
Excess Cash Flow for such period. 




     6.3.3
Application of Prepayments. Each prepayment of Term Loans shall be
applied ratably to the Term A Loans and the Term B Loans, in each case pro rata
to the remaining installments thereof; provided that any Term B Lender
may, at its option by notice to the Administrative Agent on or before the date
of the applicable prepayment (but only to the extent that Term A Loans are
outstanding), decline to accept the portion of any prepayment to be made to such
Lender pursuant to Section 6.3.1 or 6.3.2, and in such event such
portion shall be applied to prepay Term A Loans. Except as set forth in the
proviso to the previous sentence, all prepayments of Revolving Loans shall be
applied pro rata to the Revolving Loans of the Revolving Lenders in accordance
with their Revolving Percentages; all prepayments of Term A Loans shall be
applied pro rata to the Term A Loans of the Term A Lenders in accordance with
their Term A Percentages; and all prepayments of Term B Loans shall be applied
pro rata to the Term B Loans of the Term B Lenders in accordance with their Term
B Percentages. 




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




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




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



34
















	






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




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




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




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



35
















	













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






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






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






	


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



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



36
















	







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



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



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




     
SECTION  8  INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.




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










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






	


37
















	












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






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






	


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



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



38
















	






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




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



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



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



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




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



39
















	






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




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




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




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



40
















	







     (5)
At any time any Lender is an Affected Lender or would be an Affected Lender but
for not having given notice to the Company, the Company may replace such
Affected Lender as a party to this Agreement with one or more other bank(s) or
financial institution(s) reasonably satisfactory to the Administrative Agent
(and upon notice from the Company such Affected Lender shall assign pursuant to
an Assignment Agreement, and without recourse or warranty, its Commitment, its
Loans, its Note, its participation (if any) in Swing Line Loans and Letters of
Credit, and all of its other rights and obligations hereunder to such
replacement bank(s) or other financial institution(s) for a purchase price equal
to the sum of the outstanding principal amount of the Loans so assigned, all
accrued and unpaid interest thereon, its ratable share of all accrued and unpaid
commitment fees and Letter of Credit fees, any amounts payable under Section
8.4 as a result of such Lender receiving payment of any Eurodollar Loan
prior to the end of an Interest Period therefor and all other obligations owed
to such Affected Lender hereunder). 




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




     
SECTION  9  REPRESENTATIONS AND WARRANTIES.



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




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




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



41
















	






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




     9.4
Financial Condition. (a) The audited consolidated financial statements of
the Parent and its Subsidiaries as at December 30, 2000 and the unaudited
consolidated financial statements of the Parent and its Subsidiaries as at
September 29, 2001, copies of which have been delivered to each Lender, were
prepared in accordance with GAAP (subject, in the case of such unaudited
statements, to the absence of footnotes and to normal year-end adjustments) and
present fairly the consolidated financial condition of the Parent and its
Subsidiaries as at such dates and the results of their operations for the
periods then ended. 



     (b)
The pro forma financial statements of the Parent contained in the Confidential
Offering Memorandum dated November 2001 delivered to the Lenders were prepared
in accordance with GAAP (subject to the absence of footnotes and normal year-end
audit adjustments) and fairly present the pro forma financial condition of the
Parent and its Subsidiaries as of the dates thereof and results of operations
for the periods covered thereby (giving effect, in each case, to the Blodgett
Acquisition and reasonable cost savings and adjustments in connection therewith,
to the borrowings hereunder and to the borrowing of the Senior Subordinated
Debt). 




     9.5
No Material Adverse Change. Since December 30, 2000, there has been no
material adverse change in the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise) or prospects of the
Parent and its Subsidiaries taken as a whole. 




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



42
















	






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




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




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



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




     9.10 Investment Company Act.  Neither the Parent nor any Subsidiary is
an “investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940.




     9.11
Public Utility Holding Company Act. Neither the Parent nor any Subsidiary
is a “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. 



43
















	






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




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




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




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




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



44
















	






     9.17
Blodgett Acquisition. (a) The Blodgett Acquisition complies in all
material respects with all applicable legal requirements, and all necessary
governmental, regulatory, shareholder and other consents and approvals required
for the consummation of the Blodgett Acquisition have been, or prior to the
consummation thereof will be, (i) duly waived or (ii) duly obtained and in full
force and effect. 



     (b)
The consummation by the Company of the Blodgett Acquisition will not violate any
statute or regulation of the United States or any other applicable jurisdiction,
or any order, judgment or decree of any court or other governmental authority,
or result in a breach of, or constitute a default under, any material agreement
or indenture, or any material order or decree, affecting the Parent or any of
its Subsidiaries (including any entity which will be a Subsidiary after giving
effect to the Blodgett Acquisition). 



     (c)
The representations and warranties of the Company and, to the best of the
Parent’s knowledge, Maytag in the Blodgett Acquisition Agreement are true
and correct in all material respects on the date of this Agreement, and there
have been no amendments to or waivers under the Blodgett Acquisition Agreement
(other than amendments and waivers approved by the Required Lenders.) 




     9.18
No Default. No Loan Party is in default under any agreement, instrument
or undertaking to which it is a party or by which it or any of its property is
bound which could reasonably be expected to have a Material Adverse Effect. No
Event of Default or Unmatured Event of Default exists. 




     9.19
No Burdensome Restrictions. No Loan Party is a party to any agreement or
instrument or subject to any other obligation or any charter or corporate
restriction or any provision of any applicable law, rule or regulation which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. 




     9.20
Note Purchase Representations and Warranties.  Each of the
representations and warranties set forth in the Note Purchase Agreement is
true and correct in all material respects as of the date hereof.



45
















	






     
SECTION 10 COVENANTS.



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




     10.1
Reports, Certificates and Other Information.  Furnish to the Administrative Agent and each
Lender:




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




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




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




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




46

















	






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




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



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



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



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



47
















	






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



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



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




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




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




     10.1.9
Projections. As soon as practicable and in any event within 30 days
before the commencement of each Fiscal Year (or, in the case of Fiscal Year
2002, within 45 days after), financial projections for the Parent and its
Subsidiaries for such Fiscal Year prepared in a manner consistent with those
projections delivered by the Parent to the Administrative Agent prior to the
Effective Date. 




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




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




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



48
















	






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




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




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



49
















	






     
10.6 Financial Covenants.




     
 10.6.1 Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio as of the last day of any
Computation Period to be less than the applicable ratio set forth below:









		
Computation

Period Ending:
     		
Fixed Charge

Coverage Ratio
     	
		
Effective Date through March 27, 2004

Thereafter
     		
1.20 to 1.0 

1.30 to 1.0.
     	






	



     10.6.2
Total Leverage Ratio.  Not permit the Total Leverage Ratio as of the last day of any Computation Period
to exceed the applicable ratio set forth below:









		
Computation

Period Ending:		
Total Leverage

Ratio	
		
Effective Date through September 28, 2002

December 28, 2002 through June 28, 2003

Thereafter		
3.85 to 1.0

3.25 to 1.0

2.75 to 1.0.
     	






	



     
 10.6.3 Senior Leverage Ratio.  Not permit the Senior Leverage Ratio as of the last day of any Computation
Period to exceed the applicable ratio set forth below:









		
Computation

Period Ending:
     		
Senior Leverage

Ratio
     	
		
Effective Date through September 28, 2002

December 28, 2002 through June 28, 2003

Thereafter		
2.85 to 1.0

2.25 to 1.0

1.75 to 1.0.
     	





	



     10.6.4
Minimum Consolidated Net Worth. Not permit Consolidated Net Worth at any
time to be less than the sum of (a) $37,500,000 plus (b) 75% of the sum
of Consolidated Net Income for each Fiscal Quarter, beginning with the Fiscal
Quarter ending December 29, 2001 and ending with the most recently-ended Fiscal
Quarter for which the Company has delivered financial statements (excluding any
Fiscal Quarter for which Consolidated Net Income is less than zero) plus
100% of the Net Cash Proceeds of any equity issued by the Parent or any of its
Subsidiaries (on a consolidated basis) after the Effective Date. 




     10.6.5
Capital Expenditures. Not permit the aggregate amount of all Capital
Expenditures (excluding amounts, if any, paid to consummate Acquisitions
permitted by Section 10.10(c) or (d) which constitute Capital
Expenditures) made by the Parent and its Subsidiaries during any Fiscal Year
(beginning with Fiscal Year 2002) to exceed $3,000,000. 



50
















	






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



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



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



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



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



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



     (f)
unsecured Debt of the Company to Subsidiaries;



     (g)
Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective
Date;



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



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



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



     (k)
any other Debt in an aggregate principal amount not to exceed $300,000 at any time.




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



51 
















	





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



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



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



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



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



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



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



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



52 
















	





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



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



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



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




     10.9
Restricted Payments. Not, and not permit any Subsidiary to, (a) declare
or pay any dividends on any of its capital stock (other than stock dividends),
(b) purchase or redeem any such stock or any warrants, options or other similar
rights in respect of such stock, (c) make any other distribution to any
shareholder with respect to such shareholder’s equity interest, (d) pay any
principal or interest on, or purchase, redeem or defease, any Subordinated Debt,
or (e) set aside funds for any of the foregoing; provided that (i) any
Subsidiary may declare and pay dividends to the Company or to any other
Subsidiary, (ii) the Company or the Parent, as the case may be, may make
regularly scheduled payments of interest on any Subordinated Debt if the holder
of such Subordinated Debt is permitted to receive such payments at such time
under the applicable agreement or instrument governing such Subordinated Debt
and any applicable subordination agreement and/or intercreditor agreement, (iii)
the Company or any Subsidiary may declare and pay dividends to the Parent to the
extent necessary to enable the Parent to pay its taxes, accounting, legal and
corporate overhead expenses as they become due, (iv) the Company and any of its
Subsidiaries may purchase, redeem, retire or otherwise acquire shares of its
capital stock or warrants or options from officers, directors or employees of
the Company and any of its Subsidiaries upon the death, disability or
termination of employment of such individual in an aggregate amount not to
exceed $100,000 in any Fiscal Year and (v) so long as no Event of Default or
Unmatured Event of Default exists or will result therefrom, the Company and any
of its Subsidiaries may declare and pay dividends to the Parent to the extent
necessary to enable the Parent to make regularly scheduled payments of interest
on any Subordinated Debt if the holder of such Subordinated Debt is permitted to
receive such payments at such time under any applicable subordination agreement
and/or intercreditor agreement. 




     10.10
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be
a party to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or any stock of any class of, or any partnership
or joint venture interest in, any other Person, or (except for the sale or lease
of Inventory in the ordinary course of business) sell, transfer, convey or lease
all or any substantial part of its assets, or sell or assign with or without
recourse any receivables, except for (a) any such merger or consolidation, sale,
transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary
into the Company or into, with or to any other wholly-owned Subsidiary; (b) any
such purchase or other acquisition by the Company or any wholly-owned Subsidiary
of the assets or stock of any wholly-owned Subsidiary; (c) the Blodgett
Acquisition; (d) any Acquisition by the Company or any wholly-owned Subsidiary
where (1) the assets acquired are for use in, or the Person acquired is engaged
in, business activities permitted under Section 10.18; (2) immediately
before or after giving effect to such Acquisition, no Event of Default or
Unmatured Event of Default shall have occurred and be continuing; (3) the Senior
Leverage Ratio as of the end of the two Fiscal Quarters ended on or immediately
prior to the date of such Acquisition was less than 1.50 to 1.0; (4) the
aggregate consideration paid by the Company and its Subsidiaries (including any
Debt assumed or issued in connection therewith, the amount thereof to be
calculated in accordance with GAAP, but excluding any common stock of the
Parent) in connection with (x) such Acquisition (or any series of related
Acquisitions) does not exceed $3,000,000 and (y) all Acquisitions made after the
Effective Date does not exceed $5,000,000; (5) after giving effect to such
Acquisition, the Company will be in pro forma compliance with all of the
financial ratios and restrictions set forth in Section 10.6; and (6)
immediately after giving effect to such Acquisition, the Revolving Availability
is at least $10,000,000 greater than the Revolving Outstandings; (e) sales and
dispositions of assets (including the stock of Subsidiaries) so long as the net
book value of all assets sold or otherwise disposed of in any Fiscal Year does
not exceed $500,000; and (f) Investments permitted by Section 10.19(m). 




53
















	








     10.11
Use of Proceeds. Use the proceeds of the Loans solely to finance the
working capital of the Company and its Subsidiaries, for the Blodgett
Acquisition, for capital expenditures and for other general corporate purposes;
and not use or permit any proceeds of any Loan to be used, either directly or
indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of
“purchasing or carrying” any Margin Stock or (b) in violation of any
applicable law, rule or regulation. 




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



54
















	






     10.13
Transactions with Affiliates. Not, and not permit any Subsidiary to,
enter into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its other Affiliates (other than the Parent and its
Subsidiaries) which is on terms which are less favorable than are obtainable
from any Person which is not one of its Affiliates. 




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




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




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




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




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



55
















	






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



     (a)
equity Investments existing on the Effective Date in Subsidiaries identified in Schedule
9.8; 



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



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



     (d)
in the ordinary course of business, Investments by the Parent in the Company, by the
Company in any of its Subsidiaries or by any Subsidiary in the Company or any other
Subsidiary of the Company, by way of intercompany loans, advances or guaranties, all to
the extent permitted by Section 10.7; (1)  



     (e)
Suretyship Liabilities permitted by Section 10.7; 



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



     (g)
Cash Equivalent Investments; 



     (h)
the Blodgett Acquisition; 



     (i)
bank deposits in the ordinary course of business and consistent with past
practice; provided that the aggregate amount of all such deposits
(excluding (x) amounts in payroll accounts, disbursement accounts or for
accounts payable, in each case to the extent that checks have been issued to
third parties, and (y) amounts maintained (in the ordinary course of business
consistent with past practice) in accounts of any Person which is acquired by
the Parent or a Subsidiary in accordance with the terms hereof during the 45
days (or, in the case of the Blodgett Acquisition, 60 days) following the date
of such Acquisition) which are maintained by the Parent and its domestic
Subsidiaries with any bank that is not a Lender shall not at any time exceed
$500,000 in the aggregate; 



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



     (k)
Investments set forth on Schedule 10.19; 



56
















	






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



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



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




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




     10.21
Interest Rate Protection. Within 30 days following the Effective Date,
cause the Company to enter into one or more interest rate protection agreements
with counterparties reasonably satisfactory to the Administrative Agent
effectively fixing the interest rates (at rates reasonably satisfactory to the
Administrative Agent) on not less than $20,000,000 in principal amount of the
Loans for a period of not less than three years. 




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




     10.23
Real Estate Documents. 



     (a)
In the case of each parcel of real property listed on Schedule 11.1.11,
deliver, or cause to be delivered, to the Administrative Agent within 15 days
following the Effective Date, (i) an ALTA Loan Title Insurance Policy issued by
an insurer acceptable to the Administrative Agent (and, for purposes hereof, the
Administrative Agent acknowledges that Chicago Title Insurance Company and
Stewart Title Company are acceptable insurers) or a title insurance binder
thereof marked by an authorized representative of such title company, insuring
the Administrative Agent’s Lien on such real property and containing such
endorsements as the Administrative Agent may reasonably require (it being
understood that the amount of coverage, exceptions to coverage and status of
title set forth in such policy shall be acceptable to the Administrative Agent),
(ii) copies of all documents of record concerning such real property as shown on
the commitment for the ALTA Loan Title Insurance Policy referred to in clause
(i) and (iii) a flood insurance policy concerning such real property,
reasonably satisfactory to the Administrative Agent, if required by the Flood
Disaster Protection Act of 1973. 



57
















	






     (b)
In the case of each parcel of real property currently leased (as lessee) by the
Company or any domestic Subsidiary, use commercially reasonable efforts to
deliver, or cause to be delivered, to the Administrative Agent within 90 days
following the Effective Date, a Collateral Access Agreement from the owner and
each mortgagee of such property waiving any landlord’s or mortgagee’s
Lien in respect of personal property kept at the premises subject to such lease;
and, if the Company or any domestic Subsidiary is unable to obtain a Collateral
Access Agreement from the owner of any leased property, the Company or such
Subsidiary will remove all material equipment from such property no later than
June 30, 2002. 



     (c)
In the case of each parcel of real property acquired in fee or leased (as
lessee) by the Company or any domestic Subsidiary after the date hereof,
concurrently with the acquisition of such real property or entering into such
lease, (i) in the case of any acquisition in fee, the documents required by
clause (a) above and (ii) in the case of any leased real property, (x)
the documents listed in clause (b) above with respect to such property
and (y) if requested by the Administrative Agent, a leasehold Mortgage for such
property and the documents listed in clause (a) above with respect to
such property. 




     10.24
Foreign Pledges. Cause to be delivered to the Administrative Agent (to
the extent not previously delivered) within 100 days following the Effective
Date, agreements executed by each domestic Subsidiary of the Company pledging
approximately but not less than 65% of the stock or other equity interests of
each Foreign Subsidiary owned by such domestic Subsidiary, together with all
documents necessary to perfect the security interest of the Administrative Agent
in such stock or other equity interests; provided that neither the
Company nor any Subsidiary shall have any obligation to pledge the stock of any
Excluded Foreign Subsidiary (as defined below) so long as the aggregate amount
of the assets of all Excluded Foreign Subsidiaries does not exceed $3,000,000
(or the Dollar Equivalent thereof) and the aggregate net earnings of all
Excluded Foreign Subsidiaries during the most recently ended Computation Period
does not exceed $300,000 (or the Dollar Equivalent thereof). For purposes of the
foregoing, “Excluded Foreign Subsidiary” means any Foreign Subsidiary
which has assets of less than $1,000,000 (or the Dollar Equivalent thereof) and
had net earnings during the most recently ended Computation Period of less than
$100,000 (or the Dollar Equivalent thereof). 




     10.25
Key Management. No later than 180 days after Selim Bassoul (or any
successor approved by the Required Lenders as set forth below) ceases to be the
chief executive officer of the Company, retain a new chief executive officer
reasonably satisfactory to the Required Lenders. 




     SECTION
11 EFFECTIVENESS; CONDITIONS OF LENDING, ETC. 




     11.1
Effectiveness. This Agreement shall become effective on the date (the
“Effective Date”) on which the Administrative Agent shall have
received (a) all amounts which are then due and payable pursuant to Section
5 and (to the extent billed) Section 15.6; (b) evidence satisfactory
to the Administrative Agent that (i) the closing of the Blodgett Acquisition
shall take place concurrently with the initial Credit Extension; (ii) all Debt
to be Repaid has been (or concurrently with the initial Credit Extension will
be) paid in full and all Liens securing such Debt have been (or concurrently
with the initial Credit Extension will be) terminated; (iii) all filings
required by the Administrative Agent to perfect the Administrative Agent’s
Lien on the collateral under the Security Agreement have been duly made and are
in full force and effect; (iv) all collateral and related documents required to
be delivered to the Administrative Agent under the U.S. Pledge Agreement has
been delivered; (v) the Parent has issued Seller Subordinated Debt in an
original principal amount of not less than $21,000,000; (vi) the Company has
issued Senior Subordinated Debt in an original principal amount not less than
$25,000,000; (vii) on a pro forma basis as of the Effective Date (and after
giving effect to the Blodgett Acquisition), the Senior Leverage Ratio will not
be greater than 2.20 to 1; and (viii) after giving effect to all Credit
Extensions to be made on the Effective Date, the Revolving Availability shall be
greater than the Revolving Outstandings by at least the sum of (A) $7,500,000
plus (B) all fees to be paid by the Parent or any Subsidiary in connection with
the Blodgett Acquisition (and the financing thereof) during the six months
following the Effective Date and (c) all of the following, each duly executed
and dated the Effective Date (or such earlier date as shall be satisfactory to
the Administrative Agent), each in form and substance satisfactory to the
Administrative Agent, and each (except for the Notes, of which only the
originals shall be signed) in sufficient number of signed counterparts to
provide one for each Lender: 



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     11.1.1
Notes. The Notes. 




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




     11.1.3
Consents, etc. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance by the each Loan Party of
the documents referred to in this Section 11. 




     11.1.4
Incumbency and Signature Certificates. A certificate of
the Secretary or an Assistant Secretary of each Loan Party as of the
Effective Date certifying the names of the officer or officers of such entity
authorized to sign the Loan Documents to which such entity is a party, together
with a sample of the true signature of each such officer (it being understood
that the Administrative Agent and each Lender may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein). 




     11.1.5
Security Agreement. A Security Agreement executed by each Loan Party. 




     11.1.6
Subsidiary Guaranty. The Subsidiary Guaranty executed by each Subsidiary Guarantor. 



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     11.1.7
U.S. Pledge Agreement. The U.S. Pledge Agreement executed by the Company
and each other Loan Party which owns stock of any Subsidiary (other than a
Foreign Subsidiary), together with original stock certificates representing the
shares to be pledged thereunder and corresponding stock powers executed in
blank. 




     11.1.8
Opinions of Counsel for the Loan Parties. The opinions of (a) Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Loan Parties, (b) Sheehey Furlong Rendall
& Behm P.C., special Vermont counsel to G.S. Blodgett Corporation and Cloverleaf
Properties, Inc., (c) Sulloway & Hollis, P.L.L.C., special New Hampshire counsel to Pitco
Frialator, Inc. and (d) Carlton Fields, P.A., special Florida counsel to Middleby
Worldwide, Inc. 




     11.1.9
Financial Information. The following financial information: (a) unaudited
financial statements for the Parent and its Subsidiaries for the Fiscal Quarter
ended September 29, 2001 and for the months ended October 27, 2001 and November
24, 2001, prepared by the chief financial officer of the Parent, (b)
consolidated pro forma financial statements for the Parent and its Subsidiaries
as of September 29, 2001 and November 24, 2001 after giving effect to the
Blodgett Acquisition and the transactions contemplated hereby and reflecting
estimated purchase price accounting adjustments, prepared by the chief financial
officer of the Parent; (c) a report of Arthur Andersen LLP (i) confirming that
it has reviewed the financial statements for September 29, 2001 described in
clause (a), (ii) setting forth the combined sales of the Parent and its
Subsidiaries, after giving effect to the Blodgett Acquisition, for the twelve
months ended immediately prior to the Effective Date and (iii) confirming that
the combined Pro Forma EBITDA of the Parent, Blodgett and their respective
Subsidiaries on a pro forma basis was at least $25,000,000 for the twelve months
ended immediately prior to the Effective Date and (d) a compliance certificate
in the form of Exhibit B showing pro forma compliance with all financial
covenants as of the Effective Date. 




     11.1.10
Acquisition Documents. Certified copies of the Blodgett Acquisition
Agreement, together with evidence that (i) the aggregate amounts paid or payable
in connection with the closing for the Blodgett Acquisition (including all Debt
assumed and all fees and expenses) will not exceed $102,000,000 and (ii) the
aggregate cash amount paid to Maytag Corporation at such closing with the
proceeds of the Loans and the Senior Subordinated Debt will not exceed
$74,000,000. 




     11.1.11
Mortgages. With respect to each parcel of real property listed on
Schedule 11.1.11, (a) a duly executed Mortgage providing for a fully
perfected Lien (or, with respect to any Vermont real property, the valid
transfer of a fee interest, subject to the mortgagor’s right of equity of
redemption), in favor of the Administrative Agent, in all right, title and
interest of the Company or the applicable Subsidiary Guarantor in such real
property and (b) original or certified copies of all insurance policies required
to be maintained with respect to such real property by this Agreement, the
applicable Mortgage or any other Loan Document. 




     11.1.12
Subordinated Debt. Copies of all agreements or instruments governing
Subordinated Debt issued on or prior to the Effective Date, including (a) a
subordination agreement substantially in the form of Exhibit H-1 between
the holder of the Seller Subordinated Debt and the Administrative Agent and (b)
a subordination agreement substantially in the form of Exhibit H-2
between the holders of the Senior Subordinated Debt and the Administrative
Agent. 



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     11.1.13
Borrowing Base Certificate. A Borrowing Base Certificate showing the Borrowing
Base as of November 24, 2001. 




     11.1.14
Other. Such other documents as the Administrative Agent or any Lender may
reasonably request. 




     11.2
Conditions to All Credit Extensions. The obligation (a) of each Lender to
make any Loan and (b) of each Issuing Lender to issue any Letter of Credit
is subject to the condition that the Effective Date shall have occurred and to
the following further conditions precedent: 




     11.2.1
Compliance with Representations and Warranties, No Default, etc. Both
before and after giving effect to each Credit Extension, the following
statements shall be true and correct: 



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



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




     11.2.2
Confirmatory Certificate. If requested by the Administrative Agent or any
Lender (acting through the Administrative Agent), the Administrative Agent shall
have received (in sufficient counterparts to provide one to each Lender) a
certificate dated the date of such requested Credit Extension and signed by a
duly authorized representative of the Company as to the matters set out in
Section 11.2.1 (it being understood that each request by the Company for
a Credit Extension shall be deemed to constitute a representation and warranty
by the Company that the conditions precedent set forth in Section 11.2.1
will be satisfied at the time of the making of such Credit Extension), together
with such other documents as the Administrative Agent or any Lender (acting
through the Administrative Agent) may reasonably request in support thereof. 




     SECTION
12 EVENTS OF DEFAULT AND THEIR EFFECT. 




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



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




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




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




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




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



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




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




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




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




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




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



63
















	






     SECTION
13 PARENT GUARANTY 




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




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



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



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



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



64
















	






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



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



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



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




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




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



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



65
















	






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




     SECTION
14 THE ADMINISTRATIVE AGENT. 




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



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



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



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




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




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



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




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




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



68
















	





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




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



69
















	






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




     14.10
Withholding Tax. 




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



70
















	






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



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



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



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



71
















	





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




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




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



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     SECTION
15 GENERAL. 




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




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




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



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




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




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



74
















	






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




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




     15.9 Assignments;
Participations. 




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










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






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






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






	


75
















	












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






	


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



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



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




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



76
















	






     15.10
Governing Law. THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE. Whenever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. All obligations of the
Company and rights of the Administrative Agent and the Lenders expressed herein
or in any other Loan Document shall be in addition to and not in limitation of
those provided by applicable law. 




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




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



77
















	






     15.13
Indemnification by the Company. 



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



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



78
















	





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




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



79
















	






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



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










			MIDDLEBY MARSHALL INC.



By: /s/ David B. Baker

    Title: Vice President and Chief Financial Officer

	






			THE MIDDLEBY CORPORATION



By: /s/ David B. Baker

    Title: Vice President and Chief Financial Officer

	






	


80
















	











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








			

By: /s/ David A. Johanson

    Title: Vice President

	







	



Signature page to
Middleby Credit Agreement 
















	













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








			

By: /s/ William S. Richards, Jr.

    Title: Senior Vice President

	








	


Signature page to
Middleby Credit Agreement 
















	













			FLEET NATIONAL BANK, as Syndication Agent and as a Lender







			

By: /s/ Kenneth R. Sheldon

    Title: Vice President

	









	


Signature page to
Middleby Credit Agreement 
















	













			THE NORTHERN TRUST COMPANY







			

By: /s/ Eileen L. Sachanda

    Title: Vice President

	








	


Signature page to
Middleby Credit Agreement 

















	













			LASALLE BANK NATIONAL ASSOCIATION







			

By: /s/ Peg Laughlin

    Title: Executive Vice President

	












	


Signature page to
Middleby Credit Agreement 
















	












			FIFTH THIRD BANK (CHICAGO)







			

By: /s/ Joseph P. Gaffigan

    Title: Senior Vice President

	







	


Signature page to
Middleby Credit Agreement 
















	





SCHEDULE 1.1 



PRICING SCHEDULE 



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









	
	
	
	
	
	
	
	
	
	
	

		Level I	 	Level II	 	Level III	 	Level IV	 	Level V	 
	
	
	
	
	
	
	
	
	
	
	

	Commitment Fee Rate	 	 	 	0.400	%	 	0.450	%	 	0.500	%	 	0.500	%	 	0.500	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Eurodollar Margin	 	 	 	2.250	%	 	2.500	%	 	2.750	%	 	3.000	%	 	3.250	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Base Rate Margin	 	 	 	0.750	%	 	1.000	%	 	1.250	%	 	1.500	%	 	1.750	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	LC Fee Rate for Standby
Letters of Credit	 	 	 	2.250	%	 	2.500	%	 	2.750	%	 	3.000	%	 	3.250	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	LC Fee Rate for Commercial
Letters of Credit	 	 	 	1.125	%	 	1.250	%	 	1.375	%	 	1.500	%	 	1.625	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	







	


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



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



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



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



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





     Initially,
the applicable Level shall not be determined in accordance with the Total
Leverage Ratio but shall be Level V. Beginning on June 30, 2002, the applicable
Level shall be adjusted, to the extent applicable, 45 days (or, in the case of
the last Fiscal Quarter of any Fiscal Year, 90 days) after the end of each
Fiscal Quarter based on the Total Leverage Ratio as of the last day of such
Fiscal Quarter; provided that if the Company fails to deliver the
financial statements required by Section 10.1.1 or 10.1.2, as
applicable, and the related certificate required by Section 10.1.4 by the
45th day (or, if applicable, the 90th day) after any Fiscal Quarter, Level V
shall apply until such financial statements are delivered. 

















	





SCHEDULE 2.1 



LENDERS AND PERCENTAGES 









	
	
	
	
	
	
	
	
	

	Lender	Revolving
Commitment	Term A
Commitment	Term B
Commitment	Total
Commitment	Revolving
Percentage	Term A
Percentage	Term B
Percentage	Total
Percentage
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Bank of America, N.A	 	$7,192,309.00	 	$9,807,691.00	 	$3,000,000.00	 	$20,000,000.00	 	26.153850909	%	26.153842667	%	100.000000000	%	29.411764705	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Fleet National Bank	 	$6,134,615.00	 	$8,365,385.00	 	$0.00	 	$14,500,000.00	 	22.307690909	%	22.307693333	%	0	%	21.323529411	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	LaSalle Bank National
Association	 	$5,711,538.00	 	$7,788,462.00	 	$0.00	 	$13,500,000.00	 	20.769229091	%	20.769232000	%	0	%	19.852941176	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	The Northern Trust Company	 	$4,230,769.00	 	$5,769,231.00	 	$0.00	 	$10,000,000.00	 	15.384614545	%	15.384616000	%	0	%	14.705882352	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Fifth Third Bank (Chicago)	 	$4,230,769.00	 	$5,769,231.00	 	$0.00	 	$10,000,000.00	 	15.384614545	%	15.384616000	%	0	%	14.705882352	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	  TOTALS	 	$27,500,000.00	 	$37,500,000.00	 	$3,000,000.00	 	$68,000,000.00	 	100.000000000	%	100.000000000	%	100.000000000	%	100.000000000	%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	













	





SCHEDULE 6.1

AMORTIZATION OF TERM A LOANS 









	
	

	                   DATE
	PRINCIPAL PAYMENT

	
	

	March 31, 2002	$1,500,000
	
	

	June 30, 2002	$2,000,000
	
	

	September 30, 2002	$3,250,000
	
	

	December 31, 2002	$3,250,000
	
	

	March 31, 2003	$2,500,000
	
	

	June 30, 2003	$2,500,000
	
	

	September 30, 2003	$2,500,000
	
	

	December 31, 2003	$2,500,000
	
	

	March 31, 2004	$2,375,000
	
	

	June 30, 2004	$2,375,000
	
	

	September 30, 2004	$2,375,000
	
	

	December 31, 2004	$2,375,000
	
	

	March 31, 2005	$2,000,000
	
	

	June 30, 2005	$2,000,000
	
	

	September 30, 2005	$2,000,000
	
	

	December 21, 2005	$2,000,000
	
	







	


* To be revised to reflect payment
on last day of Fiscal Quarters 
















	





SCHEDULE 9.6 



LITIGATION AND
CONTINGENT LIABILITIES 
















	





SCHEDULE 9.7 



OWNERSHIP OF
PROPERTIES; LIENS 
















	





SCHEDULE 9.8

SUBSIDIARIES 




Middleby Marshall Inc.

      Blodgett Holdings Inc.

      Middleby Japan Corporation

      G.S. Blodgett Corporation

              Pitco Frialator, Inc.

              MagiKitch’n Inc.

              Cloverleaf Properties, Inc.

              Frialator International Limited (UK)

              G.S. Blodgett International, Limited

      Middleby Phillippines Corp.

              Fab Asia

      Middleby Worldwide, Inc.

              Middleby Taiwan Corporation

              Middleby Korea Corporation

              Middleby China Corporation

              Middleby Mexico

              Middleby Spain

                     Middleby France


















	





SCHEDULE 9.15 



ENVIRONMENTAL MATTERS 
















	





SCHEDULE 10.7(g) 



DEBT TO BE REPAID 
















	





SCHEDULE 10.7(i) 



EXISTING DEBT 
















	





SCHEDULE 10.8 



EXISTING LIENS 
















	





SCHEDULE 10.19 



EXISTING INVESTMENTS 
















	





SCHEDULE 11.1.11 



MORTGAGED PROPERTY 









	Owner
		Property Address
		County

	 
	Middleby Marshall, Inc.		1400 Toastmaster Drive
Elgin, IL		Cook
	 
	Middleby Marshall, Inc.		1100 Old Honeycutt Road
Fuquay-Varina, NC		Wake
	 
	Cloverleaf Properties, Inc.		42-44-50 Lakeside Avenue
Burlington, VT		Chittenden
	 
	Cloverleaf Properties, Inc.		Junction Routes 89 & 93
Bow, New Hampshire		Merrimack











	












SCHEDULE 15.3

ADDRESSES FOR NOTICES 



MIDDLEBY MARSHALL, INC. 




1400 Toastmaster Drive
 Elgin, IL
60120
 Attention: David B. Baker
 Telephone:
 Facsimile: 



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




For notices of borrowing, payments
and other administrative matters:  




231 S. LaSalle Street
 Mail Code:
IL1-231-08-30
 Chicago, Illinois 60697
 Attention: David A. Johanson, Vice President

Telephone: 312-828-7933
 Facsimile: 877-206-8410 



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




231 S. LaSalle Street
Chicago, Illinois 60697
 Attention: William S. Richards
 Telephone:
312-828-2731
 Facsimile: 312-828-1974 
















	





FLEET NATIONAL BANK, as Syndication
Agent and as a Lender 




For notices of borrowing, payments
and other administrative matters:  




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




For all other notices: 




Attention: Ken Sheldon
Facsimile: (603) 647-7617 




FIFTH THIRD BANK (CHICAGO) 




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



For all other notices: 



Attention: Joshua Van Manen

Telephone: 312-876-4108
 Facsimile: 312-876-4793 



THE NORTHERN TRUST COMPANY 




For notices of borrowing, payments
and other administrative matters:  



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



For all other notices: 



Attention: Eileen Sachanda

Telephone: 312-444-4273
 Facsimile: 312-444-7028 















	





LASALLE BANK NATIONAL ASSOCIATION 




Fax notices of borrowing, payments
and other administrative matters:  



135 S. LaSalle Street
 Suite 1125

Chicago, IL 60603
 Attention: Sheila Brown
 Telephone: 312-904-5319
 Facsimile:
312-904-6150
 



For all other notices: 



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