---

`[Published CUSIP Number: ______________]












                                                 CREDIT AGREEMENT

                                           Dated as of October 19, 2004
                                                       among
                                                   MESTEK, INC.,
                                                   as Borrower,
                                              BANK OF AMERICA, N.A.,
                                    as Administrative Agent, Swing Line Lender
                                                        and
                                                    L/C Issuer,
                                                  SOVEREIGN BANK,
                                               as Syndication Agent,
                                           KEYBANK NATIONAL ASSOCIATION,
                                              as Documentation Agent
                                                        and
                                          The Other Lenders Party Hereto











===================================================================================================================




                                                 TABLE OF CONTENTS

Section                                                                                                        Page

ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS............................................................1
         1.01         Defined Terms...............................................................................1
         1.02         Other Interpretive Provisions..............................................................16
         1.03         Accounting Terms...........................................................................17
         1.04         Rounding...................................................................................17
         1.05         References to Agreements and Laws..........................................................17
         1.06         Times of Day...............................................................................17
         1.07         Letter of Credit Amounts...................................................................17

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS......................................................17
         2.01         Committed Loans............................................................................17
         2.02         Borrowings, Conversions and Continuations of Committed Loans...............................18
         2.03         Letters of Credit..........................................................................19
         2.04         Swing Line Loans...........................................................................26
         2.05         Prepayments................................................................................28
         2.06         Termination or Reduction of Commitments....................................................29
         2.07         Repayment of Loans.........................................................................29
         2.08         Interest...................................................................................30
         2.09         Fees.......................................................................................30
         2.10         Computation of Interest and Fees...........................................................31
         2.11         Evidence of Debt...........................................................................31
         2.12         Payments Generally.........................................................................31
         2.13         Sharing of Payments........................................................................33

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY.....................................................34
         3.01         Taxes......................................................................................34
         3.02         Illegality.................................................................................34
         3.03         Inability to Determine Rates...............................................................35
         3.04         Increased Cost and Reduced Return; Capital Adequacy........................................35
         3.05         Compensation for Losses....................................................................36
         3.06         Matters Applicable to all Requests for Compensation........................................36
         3.07         Survival...................................................................................36

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................................................36
         4.01         Conditions of Initial Credit Extension.....................................................36
         4.02         Conditions to all Credit Extensions........................................................38

ARTICLE V.            REPRESENTATIONS AND WARRANTIES.............................................................38
         5.01         Existence, Qualification and Power; Compliance with Laws...................................38
         5.02         Authorization; No Contravention............................................................38
         5.03         Governmental Authorization; Other Consents.................................................38
         5.04         Binding Effect.............................................................................39
         5.05         Financial Statements; No Material Adverse Effect...........................................39
         5.06         Litigation.................................................................................39
         5.07         No Default.................................................................................39
         5.08         Ownership of Property; Liens...............................................................39
         5.09         Environmental Compliance...................................................................40
         5.10         Insurance..................................................................................40
         5.11         Taxes......................................................................................40
         5.12         ERISA Compliance...........................................................................40
         5.13         Subsidiaries...............................................................................41
         5.14         Margin Regulations; Investment Company Act; Public Utility Holding Company Act.............41
         5.15         Disclosure.................................................................................41
         5.16         Compliance with Laws.......................................................................41
         5.17         Intellectual Property; Licenses, Etc.......................................................41

ARTICLE VI.           AFFIRMATIVE COVENANTS......................................................................42
         6.01         Financial Statements.......................................................................42
         6.02         Certificates; Other Information............................................................42
         6.03         Notices....................................................................................43
         6.04         Payment of Obligations.....................................................................43
         6.05         Preservation of Existence, Etc.............................................................44
         6.06         Maintenance of Properties..................................................................44
         6.07         Maintenance of Insurance...................................................................44
         6.08         Compliance with Laws.......................................................................44
         6.09         Books and Records..........................................................................44
         6.10         Inspection Rights..........................................................................44
         6.11         Use of Proceeds............................................................................44
         6.12         Financial Covenants........................................................................45
         6.13         Additional Guarantors......................................................................45

ARTICLE VII.          NEGATIVE COVENANTS.........................................................................46
         7.01         Liens......................................................................................46
         7.02         Investments................................................................................46
         7.03         Indebtedness...............................................................................47
         7.04         Fundamental Changes........................................................................48
         7.05         Dispositions...............................................................................48
         7.06         Restricted Payments........................................................................49
         7.07         Change in Nature of Business...............................................................49
         7.08         Transactions with Affiliates...............................................................49
         7.09         Burdensome Agreements......................................................................49
         7.10         Use of Proceeds............................................................................50

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES.............................................................50
         8.01         Events of Default..........................................................................50
         8.02         Remedies Upon Event of Default.............................................................51
         8.03         Application of Funds.......................................................................52

ARTICLE IX.           ADMINISTRATIVE AGENT.......................................................................53
         9.01         Appointment and Authorization of Administrative Agent......................................53
         9.02         Delegation of Duties.......................................................................53
         9.03         Liability of Administrative Agent..........................................................53
         9.04         Reliance by Administrative Agent...........................................................54
         9.05         Notice of Default..........................................................................54
         9.06         Credit Decision; Disclosure of Information by Administrative Agent.........................54
         9.07         Indemnification of Administrative Agent....................................................55
         9.08         Administrative Agent in its Individual Capacity............................................55
         9.09         Successor Administrative Agent.............................................................56
         9.10         Administrative Agent May File Proofs of Claim..............................................56
         9.11         Guaranty Matters...........................................................................57

ARTICLE X.            MISCELLANEOUS..............................................................................57
         10.01        Amendments, Etc............................................................................57
         10.02        Notices and Other Communications; Facsimile Copies.........................................58
         10.03        No Waiver; Cumulative Remedies.............................................................59
         10.04        Attorney Costs, Expenses and Taxes.........................................................59
         10.05        Indemnification by Borrower................................................................60
         10.06        Payments Set Aside.........................................................................60
         10.07        Successors and Assigns.....................................................................61
         10.08        Confidentiality............................................................................63
         10.09        Set-off....................................................................................64
         10.10        Interest Rate Limitation...................................................................64
         10.11        Counterparts...............................................................................64
         10.12        Integration................................................................................64
         10.13        Survival of Representations and Warranties.................................................64
         10.14        Severability...............................................................................65
         10.15        Governing Law; Submission to Jurisdiction..................................................65
         10.16        Waiver of Right to Trial by Jury...........................................................65
         10.17        USA Patriot Act Notice.....................................................................65
         10.18        Time of the Essence........................................................................66


SCHEDULES

         2.01     Commitments and Pro Rata Shares
         5.06     Litigation
         5.09     Environmental Matters
         5.10     Insurance
         5.12     ERISA Compliance
         5.13     Subsidiaries and Other Equity Investments
         7.01     Existing Liens
         7.03     Existing Indebtedness
         10.02    Administrative Agent's Office, Certain Addresses for Notices



EXHIBITS
         Form of
         A        Committed Loan Notice
         B        Swing Line Loan Notice
         C        Note
         D        Compliance Certificate
         E        Assignment and Assumption`

---

# CREDIT AGREEMENT

CREDIT
AGREEMENT (this Agreement) is entered into as of October 19, 2004,
among MESTEK, INC., a Pennsylvania corporation (Borrower), each lender
from time to time party hereto (collectively, Lenders and individually,
a Lender), and BANK OF AMERICA, N.A.,as Administrative Agent,
Swing Line Lender and L/C Issuer, SOVEREIGN BANK, as Syndication Agent for the Lenders,
and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent for the Lenders.

Borrower has requested that the
Lenders provide a revolving credit facility, and the Lenders are willing to do so on the
terms and conditions set forth herein. In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:

# ARTICLE I. DEFINITIONS
AND ACCOUNTING TERMS

below:

Administrative
Agent or Agent means Bank of America, N.A. in its capacity as
administrative agent under any of the Loan Documents, or any successor administrative
agent.

Administrative Agents
Office means Agents address and, as appropriate, account as set forth on
Schedule10.02, or such other address or account as Agent may from time to time
notify Borrower and Lenders.

Administrative
Questionnaire means an Administrative Questionnaire in a form supplied by Agent.

Affiliate means,
with respect to any Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control with the
Person specified. Control means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
Controlling and Controlled have meanings correlative
thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or indirectly, power
to vote 5% or more of the securities having ordinary voting power for the election of
directors, managing general partners or the equivalent, however CareCentric, Inc., a
Delaware corporation (CareCentric), an entity in which the Borrower holds
derivative securities interests and convertible debt, shall not be deemed to be an
Affiliate of, or Controlled by, the Borrower, unless the Borrower becomes the direct owner
of, or exercises such conversion rights as result in it directly owning, more than 50% of
the issued and outstanding common stock of CareCentric.

Agent Fee Letter
has the meaning specified in Section 2.09(b).

Agent-Related
Persons means Agent, together with its Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

Aggregate
Commitments means the Commitments of all Lenders.

Agreement
means this Credit Agreement.

Applicable Rate
means, from time to time, the following percentages per annum, based upon the Cash Flow
Leverage Ratio (the Financial Covenant) as set forth in the most recent
Compliance Certificate received by Agent pursuant to Section 6.02(b):

`---------------- ------------------------- --------------- --------------- ---------------- -----------------
                                                             Applicable
                                                              Rate for
                                                             Eurodollar
                                             Applicable      Rate Loans                        Applicable
                                           Rate for Base     and Swing        Letter of          Unused
     Level       Cash Flow Leverage Ratio    Rate Loans      Line Loans      Credit Fees     Commitment Fee
---------------- ------------------------- --------------- --------------- ---------------- -----------------
---------------- ------------------------- --------------- --------------- ---------------- -----------------
       I         Greater than 2.50:1           -.25%           1.50%            1.25%            0.20%
---------------- ------------------------- --------------- --------------- ---------------- -----------------
---------------- ------------------------- --------------- --------------- ---------------- -----------------
      II         Greater than 2.00:1 but       -.50%          1.3750%           1.25%            0.175%
                 less than or equal to
                 2.50:1
---------------- ------------------------- --------------- --------------- ---------------- -----------------
---------------- ------------------------- --------------- --------------- ---------------- -----------------
      III        Greater than 1.50:1 but       -.50%           1.25%            1.25%            0.175%
                 less than or equal to
                 2.00:1
---------------- ------------------------- --------------- --------------- ---------------- -----------------
---------------- ------------------------- --------------- --------------- ---------------- -----------------
      IV         Greater than 1.00:1 but       -.75%           1.00%            1.00%             .15%
                 less than or equal to
                 1.50:1
---------------- ------------------------- --------------- --------------- ---------------- -----------------
---------------- ------------------------- --------------- --------------- ---------------- -----------------
       V         Less than or equal to         -1.00%           .75%            .75%              .15%
                 1.00:1
---------------- ------------------------- --------------- --------------- ---------------- -----------------

-------------------------------------------------------------------------------------------------------------------`

The Applicable Rate shall be in
accordance with Pricing Level II until receipt of the Compliance Certificate for the
fiscal quarter ending September 30, 2004. Any increase or decrease in the Applicable Rate
resulting from a change in the Cash Flow Leverage Ratio shall become effective as of the
first Business Day of the month immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b); provided, however, that if no
Compliance Certificate is delivered when due in accordance with such Section, then Pricing
Level I shall apply as of the first Business Day of the month following the date such
Compliance Certificate was required to have been delivered until the first Business Day
following receipt by the Agent of such Compliance Certificate, at which time pricing shall
be as provided in the above pricing grid.

Assignment and
Assumption means an Assignment and Assumption substantially in the form of
Exhibit E.

Attorney Costs
means and includes all reasonable fees, expenses and disbursements of any law firm or
other external counsel and, without duplication, the allocated cost of internal legal
services and all expenses and disbursements of internal counsel.

Attributable
Indebtedness means, on any date, (a) in respect of any capital lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease were accounted for as a capital lease.

Audited Financial
Statements means the audited consolidated balance sheet of Borrower and its
Subsidiaries for the fiscal year ended December 31, 2003, and the related consolidated
statements of income or operations, shareholders equity and cash flows for such
fiscal year of Borrower and its Subsidiaries, including the notes thereto.

Availability
Period means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant
to Section 2.06, and (c) the date of termination of the commitment of each Lender
to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.02.

Bank of America
means Bank of America, N.A. and its successors.

Base Rate means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate
plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America 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 such 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.

Base Rate Committed
Loan means a Committed Loan that is a Base Rate Loan.

Base Rate Loan
means a Loan that bears interest based on the Base Rate.

BBA LIBOR has the
meaning specified in the definition of Eurodollar Rate.

BBA LIBOR Daily Floating
Rate means a daily fluctuating rate of interest equal to the rate per annum
(rounded upwards to the nearest 1/100 of one percent) equal to BBA LIBOR, as published by
Reuters (or other commercially available source providing quotations of BBA LIBOR as
selected by the Bank from time to time) as determined for each banking day at
approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in
question, for U.S. Dollar deposits (for delivery on the first day of such interest period)
with a one month term, as adjusted from time to time in the Banks sole discretion
for reserve requirements, deposit insurance assessment rates and other regulatory costs.
If such rate is not available at such time for any reason, then the rate for that interest
period will be determined by such alternate method as reasonably selected by the Agent. A
London Banking Day is a day on which banks in London are open for business and
dealing in offshore dollars.

BBA LIBOR Daily Floating
Rate Loan means a Loan that bears interest based upon the BBA LIBOR Daily
Floating Rate.

Borrower has the
meaning specified in the introductory paragraph hereto.

Borrowing means a
Committed Borrowing or a Swing Line Borrowing, as the context may require.

Business Day means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
Agents Office is located and, if such day relates to any Eurodollar Rate Loan, means
any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.

Cash Collateralize
has the meaning specified in Section 2.03(g).

Cash Flow Coverage
Ratio for any period shall mean, all as calculated on a consolidated basis, of
the Borrower and its Subsidiaries, the ratio of (i) EBITDA, minus cash taxes actually
paid, minus dividends actually paid, minus capital expenditures for such period; to (ii)
the Borrower and its Subsidiaries interest expense, plus scheduled payments of principal
on Indebtedness for such period. Notwithstanding the foregoing, calculation of the Cash
Flow Coverage Ratio shall be subject to adjustment by adding to the sum of clause (i)
hereinabove, an amount equal to the amount of any consolidated cash increase in capital of
the Borrower as a result exercise of stock options held as of the date of this Agreement
by officers of Omega Flex, Inc., a Pennsylvania corporation, or officers of the Borrower,
respectively, as the case may be.

Cash Flow Leverage
Ratio for any period shall mean, all as calculated on a consolidated basis, the
ratio of (i) the Borrowers and its Subsidiaries Funded Debt to (ii) the
Borrowers and its Subsidiaries Recurring EBITDA for such period.

Change of Control
means, with respect to any Person, 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 any
          employee benefit plan of such person or its subsidiaries, and any person or
          entity 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 or group shall be deemed to have beneficial
          ownership of all securities that such person or group has the right to
          acquire (such right, an option right), whether such right is
          exercisable immediately or only after the passage of time), directly or
          indirectly, of 20% or more of the equity securities of such Person entitled to
          vote for members of the board of directors or equivalent governing body of such
          Person on a fully-diluted basis (and taking into account all such securities
          that such person or group has the right to acquire pursuant to any option
          right); or

(b)    
          during any period of 24 consecutive months, a majority of the members of the
          board of directors or other equivalent governing body of such Person cease to be
          composed of individuals (i) who were members of that board or equivalent
          governing body on the first day of such period, (ii) whose election or
          nomination to that board or equivalent governing body was approved by
          individuals referred to in clause (i) above constituting at the time of such
          election or nomination at least a majority of that board or equivalent governing
          body or (iii) whose election or nomination to that board or other equivalent
          governing body was approved by individuals referred to in clauses (i) and (ii)
          above constituting at the time of such election or nomination at least a
          majority of that board or equivalent governing body (excluding, in the case of
          both clause (ii) and clause (iii), any individual whose initial nomination for,
          or assumption of office as, a member of that board or equivalent governing body
          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).

Closing Date means
the first date all the conditions precedent in Section 4.01 are satisfied or waived
in accordance with Section 10.01.

Code means the
Internal Revenue Code of 1986.

Commitment means,
as to each Lender, its obligation to (a) make Committed Loans to Borrower pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lenders name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

Committed
Borrowing means a borrowing consisting of simultaneous Committed Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Lenders pursuant to Section 2.01.

Committed Loan has
the meaning specified in Section 2.01.

Committed Loan
Notice means a notice of (a) a Committed Borrowing, (b) a conversion of
Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate
Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in
the form of Exhibit A.

Compliance
Certificate means a certificate substantially in the form of Exhibit D.

Consolidated Net
Worth means the value of total assets of the Borrower and its Subsidiaries
determined on a consolidated basis (including leaseholds and leasehold improvements and
reserves against assets but excluding monies due from Affiliates, officers, directors,
employees, shareholders, members or managers); minus Total Liabilities of the Borrower and
its Subsidiaries determined on a consolidated basis, including but not limited to accrued
and deferred income taxes, but excluding the non-current portion of Subordinated
Liabilities.

Contractual
Obligation means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.

Control has the
meaning specified in the definition of Affiliate.

Cost of Funds Interest
Period means, with respect to each Cost of Funds Loan, a period of time of
overnight.

Cost of Funds Loan
means a Loan which bears-interest based upon the Cost of Funds Rate.

Cost of Funds Rate means
the per annum rate of interest which Agent is required to pay, or is offering to pay, for
wholesale liabilities of like tenor, adjusted for reserve requirements and such other
requirements as may be imposed by federal, state or local government and regulatory
agencies, as determined by the Agent in its sole discretion.

Credit Extension
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

Debtor Relief Laws
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of
the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

Default means any
event or condition that constitutes an Event of Default or that, with the giving of any
notice, the passage of time, or both, would be an Event of Default.

Default Rate means
(a) when used with respect to Obligations other than L/C Fees an interest rate equal to
(i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate
Loans plus (iii) 2% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2%
per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate
plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

Defaulting Lender
means any Lender that (a) has failed to fund any portion of the Committed Loans,
participations in L/C Obligations or participations in Swing Line Loans required to be
funded by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to Agent or any other Lender any other
amount required to be paid by it hereunder within one Business Day of the date when due,
unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding.

Disposition or
Dispose means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.

Documentation
Agent means KeyBank National Association, acting as documentation agent for the
Lenders.

Dollar and
$ mean lawful money of the United States.

EBITDA for any
period shall mean, all as calculated on a consolidated basis, the Borrowers and
Subsidiaries operating earnings from continuing operations, plus the Borrowers
and Subsidiaries depreciation and amortization, plus goodwill impairment to the
extent such goodwill impairment affects operating earnings.

Eligible Assignee
has the meaning specified in Section 10.07(g).

Environmental Laws
means any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or governmental restrictions relating to pollution and the protection
of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public
systems.

Environmental
Liability means any material liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries
directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.

ERISA means the
Employee Retirement Income Security Act of 1974.

ERISA Affiliate means
any trade or business (whether or not incorporated) under common control with Borrower
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in
which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the
filing of a notice of intent to terminate, the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by
the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.

Eurodollar Base
Rate has the meaning specified in the definition of Eurodollar Rate.

Eurodollar Rate
means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum
determined by Agent pursuant to the following formula:

Eurodollar Rate =
Eurodollar Base Rate

| | Eurodollar
Base Rate means, for such Interest Period (rounded upwards, as necessary, to the
nearest 1/100 of 1%) the rate per annum equal to the British Bankers Association LIBOR
Rate (BBA LIBOR), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period. If such rate is
not available at such time for any reason, then the Eurodollar Rate for such
Interest Period shall be the rate per annum determined by Agent to be the rate 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 Rate 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 London interbank
eurodollar market at their request at approximately 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Eurodollar
Reserve Percentage means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time
by the Board of Governors of the Federal Reserve System of the United States for
determining the maximum reserve requirement (including any emergency, supplemental or
other marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as Eurocurrency liabilities). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date
of any change in the Eurodollar Reserve Percentage.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Eurodollar Rate
Loan means a Committed Loan that bears interest at a rate based on the
Eurodollar Rate.

Eurodollar Reserve
Percentage has the meaning specified in the definition of Eurodollar Rate.

Event of Default
has the meaning specified in Section 8.01.

Existing Letter[s] of
Credit means the letters of credit listed on Schedule 2.03 attached as a part of
this Agreement.

Federal Funds
Rate means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by Agent.

FRB means the
Board of Governors of the Federal Reserve System of the United States.

Funded Debt means
all outstanding liabilities for borrowed money and other interest-bearing liabilities,
including current and long term liabilities, lessthe non-current portion of
Subordinated Liabilities (and does not include trade accounts payable and accrued expenses
incurred in the ordinary course of business, outstanding Letters of Credit and
Guarantees).

GAAP means
generally accepted accounting principles in the United States set forth 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 such other principles as may be approved by a significant segment of
the accounting profession in the United States, that are applicable to the circumstances
as of the date of determination, consistently applied.

Governmental
Authority means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court,
administrative tribunal, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.

Guarantee means,
as to any Person, any (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the primary obligor) in
any manner, whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or other obligation of the payment or performance of such Indebtedness or
other obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person. The amount
of any Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith. The
term Guarantee as a verb has a corresponding meaning.

Guarantor means,
jointly, severally and collectively, Advanced Thermal Hydronics, Inc., Boyertown Foundry
Company, Deltex Partners, Inc., Engel Industries, Inc., Formtek, Inc., Met-Coil Systems,
LLC, Hill Engineering, Inc., Formtek Cleveland, Inc., Iowa Rebuilders, Inc., Formtek
Metalforming Integration, LLC, Gentex Partners, Inc., Keyser Properties, Inc., Lexington
Business Trust, Mestek Canada, Inc., Omega Flex, Inc., Exton Ranch, Inc., Pacific/Air
Balance, Inc., Westcast, Inc., Mestex Ltd., Yorktown Properties, Ltd., and any other
Person that has guaranteed any of the Obligations.

Guaranty means the
Guaranty made by the Guarantor in favor of Agent and for the benefit of the Lenders, in
form and substance reasonably satisfactory to Agent.

Hazardous
Materials means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.

Indebtedness
means, as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP:

|(a) | all obligations of such Person for borrowed money and all obligations of such
          Person evidenced by bonds, debentures, notes, loan agreements or other similar
          instruments;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | all direct or contingent obligations of such Person arising under letters of
          credit (including standby and commercial), bankers acceptances, bank
          guaranties, surety bonds and similar instruments;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | net obligations of such Person under any Swap Contract;
|--- | -------------------------------------------------------

|(d) | all obligations of such Person to pay the deferred purchase price of property
          or services (other than trade accounts payable and accrued expenses incurred in
          the ordinary course of business);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | indebtedness (excluding prepaid interest thereon) secured by a Lien on property
          owned or being purchased by such Person (including indebtedness arising under
          conditional sales or other title retention agreements), whether or not such
          indebtedness shall have been assumed by such Person or is limited in recourse;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | capital leases and Synthetic Lease Obligations; and
|--- | ---------------------------------------------------

|(g) | all Guarantees of such Person in respect of any of the foregoing.
|--- | -----------------------------------------------------------------

For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap Termination
Value thereof as of such date. The amount of any capital lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date.

Indemnified
Liabilities has the meaning specified in Section 10.05.

Indemnitees has
the meaning specified in Section 10.05.

Information has the
meaning specified in Section 10.08.

Interest Payment
Date means, (a) as to any Loan other than a Base Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan
(including a Swing Line Loan), the last Business Day of each September, March, June, and
December, and the Maturity Date.

Interest Period
means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar
Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending
on the date one week, one, two, three or six months thereafter, as selected by Borrower in
its Committed Loan Notice; provided that:

|(i) | any Interest Period that would otherwise end on a day that is not a Business
          Day shall be extended to the next succeeding Business Day unless such Business
          Day falls in another calendar month, in which case such Interest Period shall
          end on the next preceding Business Day;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(iii) | no Interest Period shall extend beyond the Maturity Date.
|----- | ---------------------------------------------------------

Investment means,
as to any Person, any direct or indirect acquisition or investment by such Person, whether
by means of (a) the purchase or other acquisition of capital stock or other securities of
another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of
debt of, or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest in such
other Person, or (c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment.

IP Rights has the
meaning specified in Section 5.17.

IRS means the
United States Internal Revenue Service.

ISP means, with
respect to any Letter of Credit, the International Standby Practices 1998
published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).

Issuer Documents
means with respect to any Letter of Credit, the L/C Application, and any other document,
agreement and instrument entered into by the L/C Issuer and Borrower (or any Subsidiary)
or in favor of the L/C Issuer and relating to any such Letter of Credit.

Laws means,
collectively, all international, foreign, Federal, state and local statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority, in each
case whether or not having the force of law.

L/C Advance means,
with respect to each Lender, such Lenders funding of its participation in any L/C
Borrowing in accordance with its Pro Rata Share.

L/C Application
means an application and agreement for the issuance or amendment of a Letter of Credit in
the form from time to time in use by the L/C Issuer.

L/C Borrowing
means an extension of credit resulting from a drawing under any Letter of Credit which has
not been reimbursed on the date when made or refinanced as a Committed Borrowing.

L/C Credit
Extension means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof.

L/C Expiration
Date means the day that is thirty days prior to the Maturity Date then in effect
(or, if such day is not a Business Day, the next preceding Business Day).

L/C Fee has the
meaning specified in Section 2.03(i).

L/C Issuer means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor
issuer of Letters of Credit hereunder.

L/C Obligations
means, as at any date of determination, the aggregate undrawn amount of all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
outstanding in the amount so remaining available to be drawn.

L/C Sublimit means
an amount equal to $30,000,000.00. The L/C Sublimit is part of, and not in addition to,
the Aggregate Commitments.

Lender has the
meaning specified in the introductory paragraph hereto and, as the context requires,
includes the L/C Issuer and Swing Line Lender.

Lending Office
means, as to any Lender, the office or offices of such Lender described as such in such
Lenders Administrative Questionnaire, or such other office or offices as a Lender
may from time to time notify Borrower and Agent.

Letter of Credit
means anyletter of credit issued hereunderand shall include the Existing
Letter[s] of Credit. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit.

Lien means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or nature
whatsoever (including any conditional sale or other title retention agreement, and any
financing lease having substantially the same economic effect as any of the foregoing).

Loan means an
extension of credit by a Lender to Borrower under Article II in the form of a
Committed Loan or a Swing Line Loan.

Loan Documents
means this Agreement, each Note, each Issuer Document, each Swap Contract to which any
Lender or any of their affiliates is a party, the Agent Fee Letter and the Guaranties.

Loan Parties
means, collectively, Borrower and each Person (other than Agent, the L/C Issuer, the Swing
Line Lender, or any Lender) executing a Loan Document including, without limitation, each
Guarantor.

Material Adverse
Effect means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, liabilities (actual or contingent), condition
(financial or otherwise) or prospects of Borrower or Borrower and its Subsidiaries taken
as a whole; (b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.

Maturity Date
means October 19, 2007.

Met-Coil
Bankruptcy means the bankruptcy filing by Met-Coil Systems Corporation with the
United States Bankruptcy Court, District of Delaware, Chapter 11 Case No. 03-12676.

Multiemployer Plan
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA,
to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make contributions.

Note means a
promissory note made by Borrower in favor of a Lender evidencing Loans made by such
Lender, substantially in the form of Exhibit C.

Obligations means
all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan
Party arising under any Loan Document or otherwise with respect to any Loan or Letter of
Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding.

Organization
Documents means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed
in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.

Outstanding Amount
means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on
such date; and (ii) with respect to any L/C Obligations on any date, the amount of such
L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on
such date and any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements of outstanding unpaid drawings under any
Letters of Credit or any reductions in the maximum amount available for drawing under
Letters of Credit taking effect on such date.

Participant has
the meaning specified in Section 10.07(d).

PBGC means the
Pension Benefit Guaranty Corporation.

Pension Plan means
any employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

Person means any
natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.

Plan means any
employee benefit plan (as such term is defined in Section 3(3) of ERISA)
established by Borrower or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate.

Pro Rata Share
means, with respect to each Lender at any time, a fraction (expressed as a percentage,
carried out to the seventh decimal place), the numerator of which is the amount of the
Commitment of such Lender at such time and the denominator of which is the amount of the
Aggregate Commitments at such time; provided that if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall
be determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant to the
terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable.

Recurring EBITDA
for any period shall mean, the sum of EBITDA, plus or minus, all as calculated on a
consolidated basis, the Borrowers and Subsidiaries non-core charges or
non-core income, as the case may be, with respect to the Met-Coil Bankruptcy, and legal
fees and restructuring charges related to the Met-Coil Bankruptcy.

Register has the
meaning specified in Section 10.07(c).

Reportable Event means
any of the events set forth in Section 4043(c) of ERISA, other than events for which the
30 day notice period has been waived.

Request for Credit
Extension means (a) with respect to a Borrowing, conversion or continuation of
Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a
L/C Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

Required Lenders
means, as of any date of determination, Lenders having more than 50% of the Aggregate
Commitments or, if the commitment of each Lender to make Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section
8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Lenders risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed held by such Lender for
purposes of this definition); provided that the Commitment of, and the portion of
the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

Responsible
Officer means the chief executive officer, president, chief financial officer,
chief legal officer, treasurer or assistant treasurer of a Loan Party. Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

Restricted Payment
means any dividend or other distribution (whether in cash, securities or other property)
with respect to any capital stock or other equity interest of Borrower or any Subsidiary,
or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest or of any
option, warrant or other right to acquire any such capital stock or other equity interest.

Subordinated
Liabilities means liabilities subordinated to the Obligations in a manner
acceptable to Agent in its sole discretion.

Subsidiary of a
Person means a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references herein to a Subsidiary or
to Subsidiaries shall refer to a Subsidiary or Subsidiaries of Borrower.
CareCentric shall not be deemed to be a Subsidiary of the Borrower, unless the Borrower
becomes the direct owner of, or exercises such conversion rights as a result in the
Borrower or a Subsidiary directly owning, more than 50% of the issued and outstanding
common stock of CareCentric.

Swap Contract
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or subject to any master
agreement, and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a Master
Agreement), including any such obligations or liabilities under any Master
Agreement.

Swap Termination
Value means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined
as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in
such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

Swing Line means
the revolving credit facility made available by Swing Line Lender pursuant to Section
2.04.

Swing Line
Borrowing means a borrowing of a Swing Line Loan pursuant to Section
2.04.

Swing Line Lender
means Bank of America in its capacity as provider of Swing Line Loans, or any successor
swing line lender hereunder.

Swing Line Loan
has the meaning specified in Section 2.04(a).

Swing Line Loan
Notice means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

Swing Line
Sublimit means an amount equal to the lesser of (a) $5,000,000and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of (although uncommitted), and
not in addition to, the Aggregate Commitments.

Syndication Agent
means Sovereign Bank, acting as syndication agent for the Lenders.

Synthetic Lease
Obligation means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting treatment).

Taxes has the
meaning specified in Section 3.01(a).

Threshold
Amount means $1,000,000.

Total Liabilities
means the sum of current liabilities plus long-term liabilities. Total
Outstandings means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.

Type means, with
respect to a Committed Loan, its character as a Base Rate Loan, a Eurodollar Rate Loan or
a BBA LIBOR Daily Floating Rate Loan.

Unfunded Pension
Liability means the excess of a Pension Plans benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plans assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant
to Section 412 of the Code for the applicable plan year.

United States and
U.S. mean the United States of America.

Unreimbursed
Amount has the meaning specified in Section 2.03(c)(i).

1.02
Other Interpretive Provisions.With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:

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

(b)    
          (i) The words herein, hereto,
          hereof and hereunder and words of similar
          import when used in any Loan Document shall refer to such Loan Document as a
          whole and not to any particular provision thereof.

| | (ii)Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference
appears.
| | ---------------------------------------------------------------------------------------------------------------

(iii)       
          The term including is by way of example and not limitation.

| | (iv)The
term documents includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          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.

(d)    
          Section headings herein and in the other Loan Documents are included for
          convenience of reference only and shall not affect the interpretation of this
          Agreement or any other Loan Document.

| | 1.03
Accounting Terms. (a) All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | calculations)       
               required to be submitted pursuant to this Agreement shall be prepared in
               conformity with, GAAP applied on a consistent basis, as in effect from time to
               time, applied in a manner consistent with that used in
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein. (b) If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

forth in any Loan Document, and
either Borrower or the Required Lenders shall so request, Agent, Lenders and Borrower
shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and
(ii) Borrower shall provide to Agent and Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before and after
giving effect to such change in GAAP.

1.04
Rounding. Any financial ratios required to be maintained by Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

1.05
References to Agreements and Laws. Unless otherwise expressly provided herein, (a)
references to Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only to the
extent that such amendments, restatements, extensions, supplements and other modifications
are not prohibited by any Loan Document; and (b) references to any Law shall include all
statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

1.06
Times of Day. Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).

1.07
Letter of Credit Amounts. Unless otherwise specified, all references herein to the
amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount
of such Letter of Credit after giving effect to all increases thereof contemplated by such
Letter of Credit or the Issuer Documents related thereto, whether or not such maximum face
amount is in effect at such time.

# ARTICLE II. THE
COMMITMENTS AND CREDIT EXTENSIONS

2.01
Committed Loans. Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a Committed Loan) to
Borrower from time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such Lenders
Commitment; provided, however, that after giving effect to any Committed
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii)
the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lenders Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lenders Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lenders Commitment. Within the limits of each Lenders
Commitment, and subject to the other terms and conditions hereof, Borrower may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans may be Base Rate Loans, Eurodollar Rate Loans or BBA
LIBOR Daily Floating Rate Loans, as further provided herein.

2.02
Borrowings, Conversions and Continuations of Committed Loans.(a) Each Committed
Borrowing, each conversion of Committed Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon Borrowers irrevocable
notice to Agent, which may be given by telephone. Each such notice must be received by
Agent not later than 12:00 p.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of
any Borrowing of Base Rate Committed Loans. Each telephonic notice by Borrower pursuant to
this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible Officer of
Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.
Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of $200,000 or a
whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether
telephonic or written) shall specify (i) whether Borrower is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation
of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to which existing Committed Loans are to be converted,
and (v) if applicable, the duration of the Interest Period with respect thereto. If
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if
Borrower fails to give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.

(b)    
          Following receipt of a Committed Loan Notice, Agent shall promptly notify each
          Lender of the amount of its Pro Rata Share of the applicable Committed Loans,
          and if no timely notice of a conversion or continuation is provided by Borrower,
          Agent shall notify each Lender of the details of any automatic conversion to
          Base Rate Loans described in the preceding subsection. In the case of a
          Committed Borrowing, each Lender shall make the amount of its Committed Loan
          available to Agent in immediately available funds at Administrative Agents
          Office not later than 1:00 p.m. on the Business Day specified in the applicable
          Committed Loan Notice. Upon satisfaction of the applicable conditions set forth
          in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
          Section 4.01), Agent shall make all funds so received available to
          Borrower in like funds as received by Agent either by (i) crediting the account
          of Borrower on the books of Bank of America with the amount of such funds or
          (ii) wire transfer of such funds, in each case in accordance with instructions
          provided to (and reasonably acceptable to) Agent by Borrower; provided,
          however, that if, on the date the Committed Loan Notice with respect to
          such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then
          the proceeds of such Borrowing first, shall be applied, to the payment in
          full of any such L/C Borrowings, and second, shall be made available to
          Borrower as provided above.

(c)    
          Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or
          converted only on the last day of an Interest Period for such Eurodollar Rate
          Loan. During the existence of an Event of Default, no Loans may be requested as,
          converted to or continued as Eurodollar Rate Loans without the consent of the
          Required Lenders, and the Required Lenders may demand that any or all of the
          then outstanding Eurodollar Rate Loans be converted immediately to Base Rate
          Committed Loans and Borrower agrees to pay all amounts due under Section 3.05in accordance with the terms thereof due to any such conversion.

(d)    
          Agent shall promptly notify Borrower and Lenders of the interest rate applicable
          to any Interest Period for Eurodollar Rate Loans upon determination of such
          interest rate. The determination of the Eurodollar Rate by Agent shall be
          conclusive in the absence of manifest error.

(e)    
          After giving effect to all Committed Borrowings, all conversions of Committed
          Loans from one Type to the other, and all continuations of Committed Loans as
          the same Type, there shall not be more than five (5) Interest Periods in effect
          with respect to Committed Loans.

(i)       
          Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees,
          in reliance upon the agreements of the other Lenders set forth in this
          Section 2.03, (1) from time to time on any Business Day during the period
          from the Closing Date until the L/C Expiration Date, to issue Letters of Credit
          for the account of Borrower or its Subsidiaries, and to amend or extend Letters
          of Credit previously issued by it, in accordance with subsection (b) below, and
          (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally
          agree to participate in Letters of Credit issued for the account of Borrower or
          its Subsidiaries and any drawings thereunder; provided that after giving
          effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the
          Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate
          Outstanding Amount of the Committed Loans of any Lender, plus such
          Lenders Pro Rata Share of the Outstanding Amount of all L/C Obligations,
          plus such Lenders Pro Rata Share of the Outstanding Amount of all
          Swing Line Loans shall not exceed such Lenders Commitment, or (z) the
          Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit.
          Each request by Borrower for the issuance or amendment of a Letter of Credit
          shall be deemed to be a representation by Borrower that the L/C Credit Extension
          so requested complies with the conditions set forth in the proviso to the
          preceding sentence. Within the foregoing limits, and subject to the terms and
          conditions hereof, Borrowers ability to obtain Letters of Credit shall be
          fully revolving, and accordingly Borrower may, during the foregoing period,
          obtain Letters of Credit to replace Letters of Credit that have expired or that
          have been drawn upon and reimbursed. All Existing Letters of Credit shall be
          deemed to have been issued pursuant hereto, and from and after the Closing Date
          shall be subject to and governed by the terms and conditions hereof.

(ii)       
          The L/C Issuer shall not issue any Letter of Credit, if:

(A)    
          subject to Section 2.03(b)(iv), the expiry date of such requested Letter of
          Credit would occur more than twelve months after the date of issuance or last
          extension, unless the Required Lenders have approved such expiry date; or

(B)    
          the expiry date of such requested Letter of Credit would occur after the L/C
          Expiration Date, unless all the Lenders have approved such expiry date; or

(C)    
          such Letter of Credit is to be used for a purpose other than in the ordinary
          course of the Borrowers or a Subsidiarys business, which ordinary
          course of business shall be deemed to include letters of credit issued in
          support of trade arrangements (including product warranties), to support
          commercial insurance programs, to fund Borrowers indemnification
          obligations to its directors and officers or as required pursuant to the terms
          of the confirmed plan of reorganization in the Met-Coil Bankruptcy, unless the
          Required Lenders have consented thereto.

(iii)       
          The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)    
          any order, judgment or decree of any Governmental Authority shall by its terms
          purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit,
          or any Law applicable to the L/C Issuer or any request or directive (whether or
          not having the force of law) from any Governmental Authority with jurisdiction
          over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from,
          the issuance of letters of credit generally or such Letter of Credit in
          particular or shall impose upon the L/C Issuer with respect to such Letter of
          Credit any restriction, reserve or capital requirement (for which the L/C Issuer
          is not otherwise compensated hereunder) not in effect on the Closing Date, or
          shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which
          was not applicable on the Closing Date and which the L/C Issuer in good faith
          deems material to it;

(B)    
          the issuance of such Letter of Credit would violate any Laws or one or more
          policies of the L/C Issuer;

(C)    
          except as otherwise agreed by Agent and the L/C Issuer, such Letter of Credit is
          in an initial face amount less than $100,000, in the case of a commercial Letter
          of Credit, or $200,000, in the case of a standby Letter of Credit;

(D)    
          such Letter of Credit is to be denominated in a currency other than Dollars;

(E)    
          a default of any Lenders obligations to fund under Section 2.03(c) exists
          or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
          Issuer has entered into satisfactory arrangements with Borrower or such Lender
          to eliminate the L/C Issuers risk with respect to such Lender; or

(F)    
          such Letter of Credit contains any provisions for automatic reinstatement of the
          stated amount after any drawing thereunder.

(iv)       
          The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
          be permitted at such time to issue such Letter of Credit in its amended form
          under the terms hereof.

(v)       
          The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
          the L/C Issuer would have no obligation at such time to issue such Letter of
          Credit in its amended form under the terms hereof, or (B) the beneficiary of
          such Letter of Credit does not accept the proposed amendment to such Letter of
          Credit.

(b)    
          Procedures for Issuance and Amendment of Letters of Credit; Extension Letters
          of Credit.

|(i) | Each Letter of Credit shall be issued or amended, as the case may be, upon the
          request of Borrower delivered to the L/C Issuer (with a copy to Agent) in the
          form of a L/C Application, appropriately completed and signed by a Responsible
          Officer of Borrower. Such L/C Application must be received by the L/C Issuer and
          Agent not later than 11:00 a.m. at least two Business Days (or such later date
          and time as Agent and the L/C Issuer may agree in a particular instance in their
          sole discretion) prior to the proposed issuance date or date of amendment, as
          the case may be. In the case of a request for an initial issuance of a Letter of
          Credit, such L/C Application shall specify in form and detail reasonably
          satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
          Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C)
          the expiry date thereof; (D) the name and address of the beneficiary thereof;
          (E) the documents to be presented by such beneficiary in case of any drawing
          thereunder; (F) the full text of any certificate to be presented by such
          beneficiary in case of any drawing thereunder; and (G) such other matters as the
          L/C Issuer may require. In the case of a request for an amendment of any
          outstanding Letter of Credit, such L/C Application shall specify in form and
          detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be
          amended; (B) the proposed date of amendment thereof (which shall be a Business
          Day); (C) the nature of the proposed amendment; and (D) such other matters as
          the L/C Issuer may reasonably require. Additionally, Borrower shall furnish to
          the L/C Issuer and Agent such other documents and information pertaining to
          such requested Letter of Credit issuance or amendment, including any Issuer
          Documents, as the L/C Issuer or Agent may reasonably require.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | Promptly after receipt of any L/C Application at the address set forth in
          Section 10.02 for receiving L/C Applications and related correspondence,
          the L/C Issuer will confirm with Agent (by telephone or in writing) that Agent
          has received a copy of such L/C Application from Borrower and, if not, the L/C
          Issuer will provide Agent with a copy thereof. Unless the L/C Issuer has
          received written notice from any Lender, Agent or any Loan Party, at least one
          Business Day prior to the requested date of issuance or amendment of the
          applicable Letter of Credit, that one or more applicable conditions in Article
          IV shall not then be satisfied, then, subject to the terms and conditions
          hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
          for the account of Borrower (or the applicable Subsidiary) or enter into the
          applicable amendment, as the case may be, in each case in accordance with the
          L/C Issuers usual and customary business practices. Immediately upon the
          issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
          irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
          participation in such Letter of Credit in an amount equal to the product of such
          Lenders Pro Rata Share times the amount of such Letter of Credit.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | Promptly after its delivery of any Letter of Credit or any amendment to a
          Letter of Credit to an advising bank with respect thereto or to the beneficiary
          thereof, the L/C Issuer will also deliver to Borrower and Agent a true and
          complete copy of such Letter of Credit or amendment.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | If Borrower so requests in any applicable L/C Application, the L/C Issuer may,
          in its sole and absolute discretion, agree to issue a Letter of Credit that has
          automatic extension provisions (each, an Auto-Extension Letter of
          Credit); provided that any such Auto-Extension Letter of Credit must
          permit the L/C Issuer to prevent any such extension at least once in each
          twelve-month period (commencing with the date of issuance of such Letter of
          Credit) by giving prior notice to the beneficiary thereof not later than a day
          (the Non-Extension Notice Date) in each such twelve-month
          period to be agreed upon at the time such Letter of Credit is issued. Unless
          otherwise directed by the L/C Issuer, Borrower shall not be required to make a
          specific request to the L/C Issuer for any such extension. Once an
          Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
          have authorized (but may not require) the L/C Issuer to permit the extension of
          such Letter of Credit at any time to an expiry date not later than the L/C
          Expiration Date; provided, however, that the L/C Issuer shall not permit any
          such extension if (A) the L/C Issuer has determined that it would not be
          permitted, or would have no obligation, at such time to issue such Letter of
          Credit in its revised form (as extended) under the terms hereof (by reason of
          the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B)
          it has received notice (which may be by telephone or in writing) on or before
          the day that is five Business Days before the Non-Extension Notice Date (1) from
          Agent that the Required Lenders have elected not to permit such extension or (2)
          from Agent, any Lender or any Loan Party that one or more of the applicable
          conditions specified in Section 4.02 is not then satisfied, and in each such
          case directing the L/C Issuer not to permit such extension.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          Drawings and Reimbursements; Funding of Participations.

|(i) | Upon receipt from the beneficiary of any Letter of Credit of any notice of a
          drawing under such Letter of Credit, the L/C Issuer shall notify Borrower and
          Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C
          Issuer under a Letter of Credit (each such date, an Honor
          Date), Borrower shall reimburse the L/C Issuer through Agent in an
          amount equal to the amount of such drawing. If Borrower fails to so reimburse
          the L/C Issuer by such time, Agent shall promptly notify each Lender of the
          Honor Date, the amount of the unreimbursed drawing (the Unreimbursed
          Amount), and the amount of such Lenders Pro Rata Share thereof.
          In such event, Borrower shall be deemed to have requested a Committed Borrowing
          of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
          Unreimbursed Amount, without regard to the minimum and multiples specified in
          Section 2.02 for the principal amount of Base Rate Loans, but subject to
          the amount of the unutilized portion of the Aggregate Commitments and the
          conditions set forth in Section 4.02 (other than the delivery of a
          Committed Loan Notice). Any notice given by the L/C Issuer or Agent pursuant to
          this Section 2.03(c)(i) may be given by telephone if immediately
          confirmed in writing; provided that the lack of such an immediate
          confirmation shall not affect the conclusiveness or binding effect of such
          notice.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | Each Lender (including Lender acting as L/C Issuer) shall upon any notice
          pursuant to Section 2.03(c)(i) make funds available to Agent for
          the account of the L/C Issuer at the Administrative Agents Office in an
          amount equal to its Pro Rata Share of the Unreimbursed Amount not later than
          1:00 p.m. on the Business Day specified in such notice by Agent, whereupon,
          subject to the provisions of Section 2.03(c)(iii), each Lender
          that so makes funds available shall be deemed to have made a Base Rate Committed
          Loan to Borrower in such amount. Agent shall remit the funds so received to the
          L/C Issuer.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | With respect to any Unreimbursed Amount that is not fully refinanced by a
          Committed Borrowing of Base Rate Loans because the conditions set forth in
          Section 4.02 cannot be satisfied or for any other reason, Borrower shall
          be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of
          the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
          due and payable on demand (together with interest) and shall bear interest at
          the Default Rate. In such event, each Lenders payment to Agent for the
          account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
          payment in respect of its participation in such L/C Borrowing and shall
          constitute an L/C Advance from such Lender in satisfaction of its participation
          obligation under this Section 2.03.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Until each Lender funds its Committed Loan or L/C Advance pursuant to this
          Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under
          any Letter of Credit, interest in respect of such Lenders Pro Rata Share
          of such amount shall be solely for the account of the L/C Issuer.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | Each Lenders obligation to make Committed Loans or L/C Advances to
          reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
          contemplated by this Section 2.03(c), shall be absolute and unconditional
          and shall not be affected by any circumstance, including (A) any set-off,
          counterclaim, recoupment, defense or other right which such Lender may have
          against the L/C Issuer, Borrower or any other Person for any reason whatsoever;
          (B) the occurrence or continuance of a Default, or (C) any other occurrence,
          event or condition, whether or not similar to any of the foregoing;
          provided, however, that each Lenders obligation to make
          Committed Loans pursuant to this Section 2.03(c) is subject to the
          conditions set forth in Section 4.02 (other than delivery by Borrower of
          a Committed Loan Notice). No such making of an L/C Advance shall relieve or
          otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the
          amount of any payment made by the L/C Issuer under any Letter of Credit,
          together with interest as provided herein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vi) | If any Lender fails to make available to Agent for the account of the L/C
          Issuer any amount required to be paid by such Lender pursuant to the foregoing
          provisions of this Section 2.03(c) by the time specified in Section
          2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
          (acting through Agent), on demand, such amount with interest thereon for the
          period from the date such payment is required to the date on which such payment
          is immediately available to the L/C Issuer at a rate per annum equal to the
          Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer
          submitted to any Lender (through Agent) with respect to any amounts owing under
          this clause (vi) shall be conclusive absent manifest error.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)    
          Repayment of Participations.

|(i) | At any time after the L/C Issuer has made a payment under any Letter of Credit
          and has received from any Lender such Lenders L/C Advance in respect of
          such payment in accordance with Section 2.03(c), if Agent receives for
          the account of the L/C Issuer any payment in respect of the related Unreimbursed
          Amount or interest thereon (whether directly from Borrower or otherwise,
          including proceeds of Cash Collateral applied thereto by Agent), Agent will
          distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in
          the case of interest payments, to reflect the period of time during which such
          Lenders L/C Advance was outstanding) in the same funds as those received
          by Agent.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If any payment received by Agent for the account of the L/C Issuer pursuant to
          Section 2.03(c)(i) is required to be returned under any of the
          circumstances described in Section 10.06 (including pursuant to any
          settlement entered into by the L/C Issuer in its discretion), each Lender shall
          pay to Agent for the account of the L/C Issuer its Pro Rata Share thereof on
          demand of Agent, plus interest thereon from the date of such demand to the date
          such amount is returned by such Lender, at a rate per annum equal to the Federal
          Funds Rate from time to time in effect.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)    
          Obligations Absolute.The obligation of Borrower to reimburse the
          L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
          Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
          strictly in accordance with the terms of this Agreement under all circumstances,
          including the following:

|(i) | any lack of validity or enforceability of such Letter of Credit, this
          Agreement, or any other Loan Document;
|--- | ----------------------------------------------------------------------------------------------------------------------

|(ii) | the existence of any claim, counterclaim, set-off, defense or other right that
          Borrower or any Subsidiary may have at any time against any beneficiary or any
          transferee of such Letter of Credit (or any Person for whom any such beneficiary
          or any such transferee may be acting), the L/C Issuer or any other Person,
          whether in connection with this Agreement, the transactions contemplated hereby
          or by such Letter of Credit or any agreement or instrument relating thereto, or
          any unrelated transaction;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | any draft, demand, certificate or other document presented under such Letter of
          Credit proving to be forged, fraudulent, invalid or insufficient in any respect
          or any statement therein being untrue or inaccurate in any respect; or any loss
          or delay in the transmission or otherwise of any document required in order to
          make a drawing under such Letter of Credit;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | any payment by the L/C Issuer under such Letter of Credit against presentation
          of a draft or certificate that does not strictly comply with the terms of such
          Letter of Credit; or any payment made by the L/C Issuer under such Letter of
          Credit to any Person purporting to be a trustee in bankruptcy,
          debtor-in-possession, assignee for the benefit of creditors, liquidator,
          receiver or other representative of or successor to any beneficiary or any
          transferee of such Letter of Credit, including any arising in connection with
          any proceeding under any Debtor Relief Law; or
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | any other circumstance or happening whatsoever, whether or not similar to any
          of the foregoing, including any other circumstance that might otherwise
          constitute a defense available to, or a discharge of, Borrower or any
          Subsidiary.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Borrower shall promptly examine a
copy of each Letter of Credit and each amendment thereto that is delivered to it and, in
the event of any claim of noncompliance with Borrowers instructions or other
irregularity, Borrower will immediately notify the L/C Issuer. Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents with respect to the form of such Letter of Credit or amendment, as the case
may be unless such notice is given as aforesaid.

(f)    
          Role of L/C Issuer.Each Lender and Borrower agree that, in paying
          any drawing under a Letter of Credit, the L/C Issuer shall not have any
          responsibility to obtain any document (other than any sight draft, certificates
          and documents expressly required by the Letter of Credit) or to ascertain or
          inquire as to the validity or accuracy of any such document or the authority of
          the Person executing or delivering any such document. None of the L/C Issuer,
          any Agent-Related Person nor any of the respective correspondents, participants
          or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
          taken or omitted in connection herewith at the request or with the approval of
          Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted
          in the absence of gross negligence or willful misconduct; or (iii) the due
          execution, effectiveness, validity or enforceability of any document or
          instrument related to any Letter of Credit or L/C Application. Borrower hereby
          assumes all risks of the acts or omissions of any beneficiary or transferee with
          respect to its use of any Letter of Credit; provided, however,
          that this assumption is not intended to, and shall not, preclude Borrowers
          pursuing such rights and remedies as it may have against the beneficiary or
          transferee at law or under any other agreement. None of the L/C Issuer, any
          Agent-Related Person, nor any of the respective correspondents, participants or
          assignees of the L/C Issuer, shall be liable or responsible for any of the
          matters described in clauses (i) through (v) of Section 2.03(e);
          provided, however, that anything in such clauses to the contrary
          notwithstanding, Borrower may have a claim against the L/C Issuer, and the L/C
          Issuer may be liable to Borrower, to the extent, but only to the extent, of any
          direct, as opposed to consequential or exemplary, damages suffered by Borrower
          which Borrower proves were caused by the L/C Issuers willful misconduct or
          gross negligence or the L/C Issuers willful failure to pay under any
          Letter of Credit after the presentation to it by the beneficiary of a sight
          draft and certificate(s) strictly complying with the terms and conditions of a
          Letter of Credit. In furtherance and not in limitation of the foregoing,
          the L/C Issuer may accept documents that appear on their face to be in order,
          without responsibility for further investigation, regardless of any notice or
          information to the contrary, and the L/C Issuer shall not be responsible for the
          validity or sufficiency of any instrument transferring or assigning or
          purporting to transfer or assign a Letter of Credit or the rights or benefits
          thereunder or proceeds thereof, in whole or in part, which may prove to be
          invalid or ineffective for any reason.

(g)    
          [Intentionally Omitted]

(h)    
          Applicability of ISP98 and UCP.Unless otherwise expressly agreed
          by the L/C Issuer and Borrower when a Letter of Credit is issued (including any
          such agreement applicable to an Existing Letter of Credit), (i) the rules of the
          ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
          Uniform Customs and Practice for Documentary Credits, as most recently published
          by the International Chamber of Commerce (the ICC) at the
          time of issuance shall apply to each commercial Letter of Credit.

(i)    
          L/C Fees. Borrower shall pay to Agent for the account of each Lender in
          accordance with its Pro Rata Share an L/C fee (the L/C Fee)
          (i) for each commercial Letter of Credit in an amount agreed upon by the issuing
          Lender, the Agent and the Borrower, and (ii) for each standby Letter of Credit
          equal to the lesser of (i) the Applicable Rate for Eurodollar Loans, or (ii)
          1.25% per annum times the daily maximum amount available to be drawn
          under such Letter of Credit (whether or not such maximum amount is then in
          effect under such Letter of Credit). L/C Fees shall be (i) computed on a
          quarterly basis in arrears and (ii) due and payable on the first Business Day
          after the end of each September, March, June, and December, commencing with the
          first such date to occur after the issuance of such Letter of Credit, on the L/C
          Expiration Date and thereafter on demand. If there is any change in the
          Applicable Rate during any quarter, the daily maximum amount of each standby
          Letter of Credit shall be computed and multiplied by the Applicable Rate
          separately for each period during such quarter that such Applicable Rate was in
          effect. Notwithstanding anything to the contrary contained herein, upon the
          request of the Required Lenders, while any Event of Default exists, all L/C Fees
          shall accrue at the Default Rate.

(j)    
          Fronting Fee and Documentary and Processing Charges Payable to L/C
          Issuer. Borrower shall pay directly to the L/C Issuer for its own
          account a fronting fee (i) with respect to each commercial Letter of Credit at
          the rate specified in the Agent Fee Letter, computed on the amount of such
          Letter of Credit, and payable upon the issuance thereof, (ii) with respect to
          any amendment of a commercial Letter of Credit increasing the amount of such
          Letter of Credit, at a rate separately agreed between Borrower and the L/C
          Issuer, computed on the amount of such increase, and payable upon the
          effectiveness of such amendment, and (iii) with respect to each standby Letter
          of Credit, at the rate per annum specified in the Agent Fee Letter, computed on
          the daily amount available to be drawn under such Letter of Credit and on a
          quarterly basis in arrears and due and payable on the first Business Day after
          the end of each March, June, September and December, commencing with the first
          such date to occur after the issuance of such Letter of Credit, on the L/C
          Expiration Date and thereafter on demand. For purposes of computing the daily
          amount available to be drawn under any Letter of Credit, the amount of such
          Letter of Credit shall be determined in accordance with Section 1.06. In
          addition, Borrower shall pay directly to the L/C Issuer for its own account the
          customary issuance, presentation, amendment and other processing fees, and other
          standard costs and charges, of the L/C Issuer relating to letters of credit as
          from time to time in effect. Such individual customary fees and standard costs
          and charges are due and payable on demand and are nonrefundable.

(k)    
          Conflict with Issuer Documents. In the event of any conflict between the
          terms hereof and the terms of any Issuer Documents, the terms hereof shall
          control.

(l)    
          Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter
          of Credit issued or outstanding hereunder is in support of any obligations of,
          or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse
          the L/C Issuer hereunder for any and all drawings under such Letter of Credit.
          Borrower hereby acknowledges that the issuance of Letters of Credit for the
          account of Subsidiaries inures to the benefit of Borrower, and that
          Borrowers business derives substantial benefits from the businesses of
          such Subsidiaries.

2.04
Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth
herein, Swing Line Lender agrees to consider in its sole and absolute discretion making
loans (each such loan, a Swing Line Loan) to Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such
Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of
Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lenders Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lenders Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lenders Pro Rata Share of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lenders Commitment. The Swing Line is a
discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the
Swing Line at any time in its sole discretion upon notice to Borrower which notice may be
given by Swing Line Lender before or after Borrower requests a Swing Line Loan hereunder.
Each Swing Line Loan shall be a BBA LIBOR Daily Floating Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Lenders Pro Rata Share
times the amount of such Swing Line Loan.

(b)    
          Borrowing Procedures. Unless the Swing Line has been terminated or
          suspended by the Swing Line Lender as provided in subsection (a) above, each
          Swing Line Borrowing shall be made upon Borrowers irrevocable notice to
          Swing Line Lender and Agent, which may be given by telephone. Each such notice
          must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the
          requested borrowing date, and shall specify (i) the amount to be borrowed, which
          shall be a minimum of $200,000 and (ii) the requested borrowing date, which
          shall be a Business Day. Each such telephonic notice must be confirmed promptly
          by delivery to Swing Line Lender and Agent of a written Swing Line Loan Notice,
          appropriately completed and signed by a Responsible Officer of Borrower.
          Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan
          Notice, Swing Line Lender will confirm with Agent (by telephone or in writing)
          that Agent has also received such Swing Line Loan Notice and, if not, Swing Line
          Lender will notify Agent (by telephone or in writing) of the contents thereof.
          Unless (x) the Swing Line has been terminated or suspended by the Swing Line
          Lender as provided in subsection (a) above, or (y) the Swing Line Lender has
          received notice (by telephone or in writing) from Agent (including at the
          request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
          Borrowing (A) directing Swing Line Lender not to make such Swing Line Loan as a
          result of the limitations set forth in the proviso to the first sentence of
          Section 2.04(a), or (B) that one or more of the applicable conditions
          specified in Article IV is not then satisfied, then, subject to the terms
          and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the
          borrowing date specified in such Swing Line Loan Notice, make the amount of its
          Swing Line Loan available to Borrower at its office by crediting the account of
          Borrower on the books of Swing Line Lender in immediately available funds.
          Lenders agree that Swing Line Lender may agree to modify the borrowing
          procedures used in connection with the Swing Line in its discretion and without
          affecting any of the obligations of Lenders hereunder with other than notifying
          Agent of a Swing Line Loan Notice.

(c)    
          Refinancing of Swing Line Loans.

|(i) | Swing Line Lender at any time in its sole and absolute discretion may request,
          on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to
          so request on its behalf), that each Lender make a Base Rate Committed Loan in
          an amount equal to such Lenders Pro Rata Share of the amount of Swing Line
          Loans then outstanding. Such request shall be made in writing (which written
          request shall be deemed to be a Committed Loan Notice for purposes hereof) and
          in accordance with the requirements of Section 2.02, without regard to
          the minimum and multiples specified therein for the principal amount of Base
          Rate Loans, but subject to the unutilized portion of the Aggregate Commitments
          and the conditions set forth in Section 4.02. Swing Line Lender shall
          furnish Borrower with a copy of the applicable Committed Loan Notice promptly
          after delivering such notice to Agent. Each Lender shall make an amount equal to
          its Pro Rata Share of the amount specified in such Committed Loan Notice
          available to Agent in immediately available funds for the account of Swing Line
          Lender at the Administrative Agents Office not later than 1:00 p.m. on the
          day specified in such Committed Loan Notice, whereupon, subject to Section
          2.04(c)(ii), each Lender that so makes funds available shall be deemed to
          have made a Base Rate Committed Loan to Borrower in such amount. Agent shall
          remit the funds so received to Swing Line Lender.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If for any reason any Swing Line Loan cannot be refinanced by such a Committed
          Borrowing in accordance with Section 2.04(c)(i), the request for Base
          Rate Committed Loans submitted by Swing Line Lender as set forth herein shall be
          deemed to be a request by Swing Line Lender that each of the Lenders fund its
          risk participation in the relevant Swing Line Loan and each Lenders
          payment to Agent for the account of Swing Line Lender pursuant to Section
          2.04(c)(i) shall be deemed payment in respect of such participation.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | If any Lender fails to make available to Agent for the account of Swing Line
          Lender any amount required to be paid by such Lender pursuant to the foregoing
          provisions of this Section 2.04(c) by the time specified in Section
          2.04(c)(i), Swing Line Lender shall be entitled to recover from such Lender
          (acting through Agent), on demand, such amount with interest thereon for the
          period from the date such payment is required to the date on which such payment
          is immediately available to Swing Line Lender at a rate per annum equal to the
          Federal Funds Rate from time to time in effect. A certificate of Swing Line
          Lender submitted to any Lender (through Agent) with respect to any amounts owing
          under this clause (iii) shall be conclusive absent manifest error.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Each Lenders obligation to make Committed Loans or to purchase and fund
          risk participations in Swing Line Loans pursuant to this Section 2.04(c)
          shall be absolute and unconditional and shall not be affected by any
          circumstance, including (A) any set-off, counterclaim, recoupment, defense or
          other right which such Lender may have against Swing Line Lender, Borrower or
          any other Person for any reason whatsoever, (B) the occurrence or continuance of
          a Default, or (C) any other occurrence, event or condition, whether or not
          similar to any of the foregoing; provided, however, that each
          Lenders obligation to make Committed Loans pursuant to this Section
          2.04(c) is subject to the conditions set forth in Section 4.02. No
          such funding of risk participations shall relieve or otherwise impair the
          obligation of Borrower to repay Swing Line Loans, together with interest as
          provided herein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)    
          Repayment of Participations.

|(i) | At any time after any Lender has purchased and funded a risk participation in a
          Swing Line Loan, if Swing Line Lender receives any payment on account of such
          Swing Line Loan, Swing Line Lender will distribute to such Lender its Pro Rata
          Share of such payment (appropriately adjusted, in the case of interest payments,
          to reflect the period of time during which such Lenders risk participation
          was funded) in the same funds as those received by Swing Line Lender.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If any payment received by Swing Line Lender in respect of principal or
          interest on any Swing Line Loan is required to be returned by Swing Line Lender
          under any of the circumstances described in Section 10.06
          (including pursuant to any settlement entered into by Swing Line Lender in its
          discretion), each Lender shall pay to Swing Line Lender its Pro Rata Share
          thereof on demand of Agent, plus interest thereon from the date of such demand
          to the date such amount is returned, at a rate per annum equal to the Federal
          Funds Rate. Agent will make such demand upon the request of Swing Line Lender.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)    
          Interest for Account of Swing Line Lender. Swing Line Lender shall be
          responsible for invoicing Borrower for interest on the Swing Line Loans. Until
          each Lender funds its Base Rate Committed Loan or risk participation pursuant to
          this Section 2.04 to refinance such Lenders Pro Rata Share of any
          Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for
          the account of Swing Line Lender.

(f)    
          Payments Directly to Swing Line Lender. Borrower shall make all payments
          of principal and interest in respect of the Swing Line Loans directly to Swing
          Line Lender.

2.05
Prepayments. (a) Borrower may, upon notice to Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by Agent not later than 12:00 p.m.
(A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to
be prepaid. Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lenders Pro Rata Share of such prepayment. If such notice is
given by Borrower, Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05. Each such prepayment
shall be applied to the Committed Loans of Lenders in accordance with their respective Pro
Rata Shares.

(b)    
          Borrower may, upon notice to Swing Line Lender (with a copy to Agent), at any
          time or from time to time, voluntarily prepay Swing Line Loans in whole or in
          part without premium or penalty; provided that (i) such notice must be
          received by Swing Line Lender and Agent not later than 1:00 p.m. on the date of
          the prepayment, and (ii) any such prepayment shall be in a minimum principal
          amount of $100,000. Each such notice shall specify the date and amount of such
          prepayment. If such notice is given by Borrower, Borrower shall make such
          prepayment and the payment amount specified in such notice shall be due and
          payable on the date specified therein.

(c)    
          If for any reason the Total Outstandings at any time exceed the Aggregate
          Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash
          Collateralize the L/C Obligations in an aggregate amount equal to such excess;
          provided, however, that Borrower shall not be required to Cash
          Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
          after the prepayment in full of the Committed Loans and Swing Line Loans the
          Total Outstandings exceed the Aggregate Commitments then in effect.

(d)    
          Borrower shall immediately prepay Loans with the net proceeds of any permitted
          asset sales, new equity offerings, and issuances of any debt obligations (other
          than indebtedness permitted under Section 7.03 hereof) of the Borrower or
          any of its Subsidiaries.

2.06
Termination or Reduction of Commitments. Borrower may, upon notice to Agent,
terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by Agent not later
than 1:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the
Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if,
after giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall
be automatically reduced by the amount of such excess. Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Pro Rata Share. All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of such
termination.

2.07
Repayment of Loans. (a) Borrower shall repay to Agent on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

(b)    
          Borrower shall repay to Swing Line Lender each Swing Line Loan within ten days
          of the date of the applicable Swing Line Borrowing and the Borrower shall repay
          any then outstanding Swing Line Loans on the Maturity Date.

2.08
Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period
plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per
annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the BBA LIBOR Daily Floating Rate plus the
Applicable Rate.

(b)    
          (i) If any amount of principal of any Loan is not paid when due (without regard
          to any applicable grace periods), whether at stated maturity, by acceleration or
          otherwise, such amount shall thereafter bear interest at a fluctuating interest
          rate per annum at all times equal to the Default Rate to the fullest extent
          permitted by applicable Laws.

(ii)       
          If any amount (other than principal of any Loan) payable by Borrower under any
          Loan Document is not paid when due (without regard to any applicable grace
          periods), whether at stated maturity, by acceleration or otherwise, then upon
          the request of the Required Lenders, such amount shall thereafter bear interest
          at a fluctuating interest rate per annum at all times equal to the Default Rate
          to the fullest extent permitted by applicable Laws.

(iii)       
          Upon the request of the Required Lenders, while any unwaived Event of Default
          exists, Borrower shall pay interest on the principal amount of all outstanding
          Obligations hereunder at a fluctuating interest rate per annum at all times
          equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)       
          Accrued and unpaid interest on past due amounts (including interest on past due
          interest) shall be due and payable upon demand.

(c)    
          Interest on each Loan shall be due and payable in arrears on each Interest
          Payment Date applicable thereto and at such other times as may be specified
          herein. Interest hereunder shall be due and payable in accordance with the terms
          hereof before and after judgment, and before and after the commencement of any
          proceeding under any Debtor Relief Law.

2.09
Fees.In addition to certain fees described in subsections (i) and (j) of Section
2.03:

(a)    
          Commitment Fee.Borrower shall pay to Agent for the account of
          each Lender in accordance with its Pro Rata Share, a commitment fee equal to the
          Applicable Rate times the actual daily amount by which the Aggregate
          Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and
          (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue
          at all times during the Availability Period, including at any time during which
          one or more of the conditions in Article IV is not met, and shall be due
          and payable quarterly in arrears on the last Business Day of each September,
          March, June, and December, commencing with the first such date to occur after
          the Closing Date, and on the Maturity Date. The commitment fee shall be
          calculated quarterly in arrears, and if there is any change in the Applicable
          Rate during any quarter, the actual daily amount shall be computed and
          multiplied by the Applicable Rate separately for each period during such quarter
          that such Applicable Rate was in effect. For purposes of computing the
          commitment fee, Swing Line Loans shall not be counted towards or considered
          usage of the Aggregate Commitments.

(b)    
          Agents Fees.Borrower shall pay to Agent for Agents
          own account, the fees in the amounts and at the times specified in the letter
          agreement, dated July 27, 2004 (the Agent Fee Letter),
          between Borrower and Agent. Such fees shall be fully earned when paid and shall
          be nonrefundable for any reason whatsoever.

(c)    
          Lenders Upfront Fee. The Borrower shall pay to Agent, for the
          account of each Lender in accordance with their respective Pro Rata Shares, an
          upfront fee in an amount to average 0.25% of the Aggregate Commitments, payable
          in two installments, with one half payable on the Closing Date and the balance
          due on October 19, 2005, such second installment to be based on the Aggregate
          Commitments on October 19, 2005. Such upfront fees are for the credit facilities
          committed by Lenders under this Agreement and are fully earned on the date paid.
          The upfront fee paid to each Lender is solely for its own account and is
          nonrefundable for any reason whatsoever.

2.10
Computation of Interest and Fees.All computations of interest for Base Rate Loans
when the Base Rate is determined by Bank of Americas prime rate shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed. All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall,
subject to Section2.12(a), bear interest for one day.

2.11
Evidence of Debt.(a) The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by Agent in the ordinary
course of business. The accounts or records maintained by Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to
Borrower and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the accounts and
records of Agent in respect of such matters, the accounts and records of Agent shall
control in the absence of manifest error. Upon the request of any Lender made through
Agent, Borrower shall execute and deliver to such Lender (through Agent) a Note, which
shall evidence such Lenders Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

(b)    
          In addition to the accounts and records referred to in subsection (a), each
          Lender and Agent shall maintain in accordance with its usual practice accounts
          or records evidencing the purchases and sales by such Lender of participations
          in Letters of Credit and Swing Line Loans. In the event of any conflict between
          the accounts and records maintained by Agent and the accounts and records of any
          Lender in respect of such matters, the accounts and records of Agent shall
          control in the absence of manifest error.

2.12
Payments Generally.(a)(i) All payments to be made by Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by Borrower hereunder shall be made to
Agent, for the account of the respective Lenders to which such payment is owed, at the
Administrative Agents Office in Dollars and in immediately available funds not later
than 12:00 noon on the date specified herein. Agent will promptly distribute to each
Lender its Pro Rata Share (or other applicable share as provided herein) of such payment
in like funds as received by wire transfer to such Lenders Lending Office. All
payments received by Agent after 12:00 noon shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue.

(ii)    
          On each date when the payment of any principal, interest or fees are due
          hereunder or under any Note, Borrower agrees to maintain on deposit in an
          ordinary checking account maintained by Borrower with Agent (as such account
          shall be designated by Borrower in a written notice to Agent from time to time,
          the Borrower Account) an amount sufficient to pay such
          principal, interest or fees in full on such date. Borrower hereby authorizes
          Agent (A) to deduct automatically all principal, interest or fees when due
          hereunder or under any Note from the Borrower Account, and (B) if and to the
          extent any payment of principal, interest or fees under this Agreement or any
          Note is not made when due to deduct any such amount from any or all of the
          accounts of Borrower maintained at Agent. Agent agrees to provide written notice
          to Borrower of any automatic deduction made pursuant to this Section
          2.12(a)(ii) showing in reasonable detail the amounts of such deduction.
          Lenders agree to reimburse Borrower based on their Pro Rata Share for any
          amounts deducted from such accounts in excess of amount due hereunder and under
          any other Loan Documents.

(b)    
          If any payment to be made by Borrower shall come due on a day other than a
          Business Day, payment shall be made on the next following Business Day, and such
          extension of time shall be reflected in computing interest or fees, as the case
          may be.

(c)    
          Unless Borrower or any Lender has notified Agent, prior to the date any payment
          is required to be made by it to Agent hereunder, that Borrower or such Lender,
          as the case may be, will not make such payment, Agent may assume that Borrower
          or such Lender, as the case may be, has timely made such payment and may (but
          shall not be so required to), in reliance thereon, make available a
          corresponding amount to the Person entitled thereto. If and to the extent that
          such payment was not in fact made to Agent in immediately available funds, then:

|(i) | if Borrower failed to make such payment, each Lender shall forthwith on demand
          repay to Agent the portion of such assumed payment that was made available to
          such Lender in immediately available funds, together with interest thereon in
          respect of each day from and including the date such amount was made available
          by Agent to such Lender to the date such amount is repaid to Agent in
          immediately available funds at the Federal Funds Rate from time to time in
          effect; and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | if any Lender failed to make such payment, such Lender shall forthwith on
          demand pay to Agent the amount thereof in immediately available funds, together
          with interest thereon for the period from the date such amount was made
          available by Agent to Borrower to the date such amount is recovered by Agent
          (the Compensation Period) at a rate per annum equal to the
          Federal Funds Rate from time to time in effect. If such Lender pays such amount
          to Agent, then such amount shall constitute such Lenders Committed Loan
          included in the applicable Borrowing. If such Lender does not pay such amount
          forthwith upon Agents demand therefor, Agent may make a demand therefor
          upon Borrower, and Borrower shall pay such amount to Agent, together with
          interest thereon for the Compensation Period at a rate per annum equal to the
          rate of interest applicable to the applicable Borrowing. Nothing herein shall be
          deemed to relieve any Lender from its obligation to fulfill its Commitment or to
          prejudice any rights which Agent or Borrower may have against any Lender as a
          result of any default by such Lender hereunder.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A notice of Agent to any Lender or
Borrower with respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

(d)    
          If any Lender makes available to Agent funds for any Loan to be made by such
          Lender as provided in the foregoing provisions of this Article II, and
          such funds are not made available to Borrower by Agent because the conditions to
          the applicable Credit Extension set forth in Article IV are not satisfied
          or waived in accordance with the terms hereof, Agent shall return such funds (in
          like funds as received from such Lender) to such Lender, without interest.

(e)    
          The obligations of the Lenders hereunder to make Committed Loans and to fund
          participations in Letters of Credit and Swing Line Loans are several and not
          joint. The failure of any Lender to make any Committed Loan or to fund any such
          participation on any date required hereunder shall not relieve any other Lender
          of its corresponding obligation to do so on such date, and no Lender shall be
          responsible for the failure of any other Lender to so make its Committed Loan or
          purchase its participation.

(f)    
          Nothing herein shall be deemed to obligate any Lender to obtain the funds for
          any Loan in any particular place or manner or to constitute a representation by
          any Lender that it has obtained or will obtain the funds for any Loan in any
          particular place or manner.

2.13
Sharing of Payments.If, other than as expressly provided elsewhere herein, any Lender
shall obtain on account of the Committed Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in excess of its
ratable share (or other share contemplated hereunder) thereof, such Lender shall
immediately (a) notify Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as
shall be necessary to cause such purchasing Lender to share the excess payment in respect
of such Committed Loans or such participations, as the case may be, pro rata with each of
them; provided, however, that if all or any portion of such excess payment
is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be rescinded
and each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lenders ratable share
(according to the proportion of (i) the amount of such paying Lenders required
repayment to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon. Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off, but subject to
Section 10.09) with respect to such participation as fully as if such Lender were
the direct creditor of Borrower in the amount of such participation. Agent will keep
records (which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the Lenders
following any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to give all
notices, requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

# ARTICLE III. TAXES,
YIELD PROTECTION AND ILLEGALITY

3.01
Taxes.(a) Any and all payments by Borrower to or for the account of Agent or any
Lender under any Loan Document shall be made free and clear of and without deduction for
any and all present or future taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by
the jurisdiction (or any political subdivision thereof) under the Laws of which Agent or
such Lender, as the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings
or similar charges, and liabilities being hereinafter referred to as Taxes).
If Borrower shall be required by any Laws to deduct any Taxes from or in respect of any
sum payable under any Loan Document to Agent or any Lender, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), each of Agent and such Lender
receives an amount equal to the sum it would have received had no such deductions been
made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with
applicable Laws, and (iv) within 30 days after the date of such payment, Borrower shall
furnish to Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.

(b)    
          In addition, Borrower agrees to pay any and all present or future stamp, court
          or documentary taxes and any other excise or property taxes or charges or
          similar levies which arise from any payment made under any Loan Document or from
          the execution, delivery, performance, enforcement or registration of, or
          otherwise with respect to, any Loan Document (hereinafter referred to as
          Other Taxes).

(c)    
          If Borrower shall be required to deduct or pay any Taxes or Other Taxes from or
          in respect of any sum payable under any Loan Document to Agent or any Lender,
          Borrower shall also pay to Agent or to such Lender, as the case may be, at the
          time interest is paid, such additional amount that Agent or such Lender
          specifies is necessary to preserve the after-tax yield (after factoring in all
          taxes, including taxes imposed on or measured by net income) that Agent or such
          Lender would have received if such Taxes or Other Taxes had not been imposed.

(d)    
          Borrower agrees to indemnify Agent and each Lender for (i) the full amount of
          Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by
          any jurisdiction on amounts payable under this Section) paid by Agent and such
          Lender, (ii) amounts payable under Section 3.01(c) and (iii) any
          liability (including additions to tax, penalties, interest and expenses) arising
          therefrom or with respect thereto, in each case whether or not such Taxes or
          Other Taxes were correctly or legally imposed or asserted by the relevant
          Governmental Authority. Payment under this subsection (d) shall be made within
          30 days after the date Lender or Agent makes a demand therefor.

3.02
Illegality.If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge
interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to
Borrower through Agent, any obligation of such Lender to make or continue Eurodollar Rate
Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended
until such Lender notifies Agent and Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand
from such Lender (with a copy to Agent), prepay or, if applicable, convert all Eurodollar
Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans. Upon any such prepayment or conversion, Borrower shall also
pay accrued interest on the amount so prepaid or converted and all amounts due under
Section 3.05 in accordance with the terms thereof due to such prepayment or
conversion. Each Lender agrees to designate a different Lending Office if such designation
will avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

3.03
Inability to Determine Rates.If Agent determines in connection with any request for a
Eurodollar Rate Loan or a conversion to or continuation thereof for any reason that (a)
Dollar deposits are not being offered to banks in the London interbank eurodollar market
for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Base Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) that the
Eurodollar Base Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the
obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of
such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted
such request into a request for a Committed Borrowing of Base Rate Loans in the amount
specified therein.

3.04
Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that
as a result of the introduction of or any change in or in the interpretation of any Law,
or such Lenders compliance therewith, there shall be any increase in the cost to
such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or
(as the case may be) issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or reduction in
amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall
govern), (ii) changes in the basis of taxation of overall net income or overall gross
income by the United States or any foreign jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender is organized or has its Lending Office,
and (iii) reserve requirements utilized in the determination of the Eurodollar Rate, then
from time to time upon demand of such Lender (with a copy of such demand to Agent),
Borrower shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.

(b)    
          If any Lender determines that the introduction of any Law regarding capital
          adequacy or any change therein or in the interpretation thereof, or compliance
          by such Lender (or its Lending Office) therewith, has the effect of reducing the
          rate of return on the capital of such Lender or any corporation controlling such
          Lender as a consequence of such Lenders obligations hereunder (taking into
          consideration its policies with respect to capital adequacy and such
          Lenders desired return on capital), then from time to time upon demand of
          such Lender (with a copy of such demand to Agent), Borrower shall pay to such
          Lender such additional amounts as will compensate such Lender for such
          reduction.

3.05
Compensation for Losses.Upon demand of any Lender (with a copy to Agent) from time to
time, Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:

(a)    
          any continuation, conversion, payment or prepayment of any Loan other than a
          Base Rate Loan on a day other than the last day of the Interest Period for such
          Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or
          otherwise); or

(b)    
          any failure by Borrower (for a reason other than the failure of such Lender to
          make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
          Rate Loan on the date or in the amount notified by Borrower;

including any loss of anticipated
profits and any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the deposits from
which such funds were obtained. Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing. For purposes of calculating
amounts payable by Borrower to Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate
used in determining the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06
Matters Applicable to all Requests for Compensation. A certificate of Agent or any
Lender claiming compensation under this Article III and setting forth a calculation
of the additional amount or amounts to be paid to it hereunder in reasonable detail shall
be conclusive in the absence of manifest error. In determining such amount, Agent or such
Lender may use any reasonable averaging and attribution methods.

3.07
Survival.All of Borrowers obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

# ARTICLE IV. CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The obligation of each Lender to make
its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

(a)    
          Agents receipt of the following, each of which shall be originals or
          facsimiles (followed promptly by originals) unless otherwise specified, each
          properly executed by a Responsible Officer of the signing Loan Party, each dated
          the Closing Date (or, in the case of certificates of governmental officials, a
          recent date before the Closing Date) and each in form and substance satisfactory
          to Agent and each of the Lenders:

|(i) | executed counterparts of this Agreement and the Guaranties, sufficient in
          number for distribution to Agent, each Lender and Borrower;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | a Note executed by Borrower in favor of each Lender requesting a Note;
|---- | ----------------------------------------------------------------------

|(iii) | such certificates of resolutions or other action, incumbency certificates
          and/or other certificates of Responsible Officers of each Loan Party as Agent
          may require evidencing the identity, authority and capacity of each Responsible
          Officer thereof authorized to act as a Responsible Officer in connection with
          this Agreement and the other Loan Documents to which such Loan Party is a party;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | such documents and certifications as Agent may reasonably require to evidence
          that each Loan Party is duly organized or formed, and that each Loan Party is
          validly existing, in good standing and qualified to engage in business in each
          jurisdiction where its ownership, lease or operation of properties or the
          conduct of its business requires such qualification, except to the extent that
          failure to do so could not reasonably be expected to have a Material Adverse
          Effect;
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | a favorable opinion of outside counsel to the Loan Parties acceptable to Agent
          addressed to Agent and each Lender, as to the matters set forth concerning the
          Loan Parties and the Loan Documents in form and substance satisfactory to Agent;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vi) | a certificate of a Responsible Officer of each Loan Party either (A) attaching
          copies of all consents, licenses and approvals required in connection with the
          execution, delivery and performance by such Loan Party and the validity against
          such Loan Party of the Loan Documents to which it is a party, and such consents,
          licenses and approvals shall be in full force and effect, or (B) stating that no
          such consents, licenses or approvals are so required;
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vii) | a certificate signed by a Responsible Officer of Borrower certifying (A) that
          the conditions specified in Sections 4.02(a) and (b) have been
          satisfied, and (B) that there has been no event or circumstance since the date
          of the Audited Financial Statements that has had or could be reasonably expected
          to have, either individually or in the aggregate, a Material Adverse Effect;
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(viii) | evidence that all insurance required to be maintained pursuant to the Loan
          Documents has been obtained and is in effect;
|------ | ----------------------------------------------------------------------------------------------------------------------------------

|(ix) | a duly completed Compliance Certificate as of the last day of the fiscal
          quarter of Borrower most recently ended prior to the Closing Date, signed by a
          Responsible Officer of Borrower;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(x) | evidence of the final non-appealable court orders related to the Met-Coil
          Bankruptcy and the terms and conditions of the Channeling Injunction received by
          the Borrower and Met-Coil Systems Corporation on the terms and conditions
          satisfactory to the Agent and the Lenders , and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(xi) | such other assurances, certificates, documents, consents or opinions as Agent,
          the L/C Issuer, Swing Line Lender or the Required Lenders reasonably may
          require.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Any fees required to be paid on or before the Closing Date shall have been paid.

(c)    
          Unless waived by Agent, Borrower shall have paid all reasonable Attorney Costs
          of Agent to the extent invoiced prior to or on the Closing Date, plus such
          additional amounts of Attorney Costs as shall constitute its reasonable estimate
          of Attorney Costs incurred or to be incurred by it through the closing
          proceedings (provided that such estimate shall not thereafter preclude a final
          settling of accounts between Borrower and Agent).

(d)    
          The Closing Date shall have occurred on or before October 19, 2004.

4.02
Conditions to all Credit Extensions. The obligation of each Lender to honor any
Request for Credit Extension is subject to the following conditions precedent:

(a)    
          The representations and warranties of Borrower and each other Loan Party
          contained in Article V or any other Loan Document, or which are contained
          in any document furnished at any time under or in connection herewith or
          therewith, shall be true and correct on and as of the date of such Credit
          Extension, except to the extent that such representations and warranties
          specifically refer to an earlier date, in which case they shall be true and
          correct as of such earlier date, and except that for purposes of this Section
          4.02, the representations and warranties contained in subsections (a) and
          (b) of Section 5.05 shall be deemed to refer to the most recent
          statements furnished pursuant to clauses (a) and (b), respectively, of
          Section 6.01.

(b)    
          No Default shall exist, or would result from such proposed Credit Extension.

(c)    
          Agent and, if applicable, the L/C Issuer or Swing Line Lender shall have
          received a Request for Credit Extension in accordance with the requirements
          hereof.

(d)    
          Agent shall have received, in form and substance satisfactory to it, such other
          assurances, certificates, documents or consents related to the foregoing as
          Agent or the Required Lenders reasonably may require.

Each Request for Credit Extension
submitted by Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have been satisfied on and
as of the date of the applicable Credit Extension.

# ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to
Agent and the Lenders that:

5.01
Existence, Qualification and Power; Compliance with Laws.Each Loan Party (a) is duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and approvals
to (i) own its assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly qualified and is
licensed and in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws; except in each case
referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.

5.02
Authorization; No Contravention.The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by
all necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Persons Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien under, (i)
any Contractual Obligation to which such Person is a party or (ii) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or
its property is subject; or (c) violate any Law.

5.03
Governmental Authorization; Other Consents.No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, any Loan Party of this Agreement or
any other Loan Document.

5.04
Binding Effect.This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party
thereto. This Agreement constitutes, and each other Loan Document when so delivered will
constitute, a legal, valid and binding obligation of such Loan Party, enforceable against
each Loan Party that is party thereto in accordance with its terms, subject to applicable
Debtor Relief Laws and the application by courts of competent jurisdiction of principles
of equity or public policy.

5.05
Financial Statements; No Material Adverse Effect.(a) The Audited Financial Statements
(i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly present the
financial condition of Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted
therein; and (iii) show all material indebtedness and other liabilities, direct or
contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness.

(b)    
          The unaudited consolidated balance sheet of Borrower and its Subsidiaries dated
          June 30, 2004, and the related consolidated statements of income or operations,
          shareholders equity and cash flows for the fiscal quarter ended on that
          date (i) were prepared in accordance with GAAP consistently applied throughout
          the period covered thereby, except as otherwise expressly noted therein, and
          (ii) fairly present the financial condition of Borrower and its Subsidiaries as
          of the date thereof and their results of operations for the period covered
          thereby, subject, in the case of clauses (i) and (ii), to the absence of
          footnotes and to normal year-end audit adjustments.

(c)    
          Since the date of the Audited Financial Statements, there has been no event or
          circumstance, either individually or in the aggregate, that has had or could
          reasonably be expected to have a Material Adverse Effect.

5.06
Litigation.Except as specifically disclosed in Schedule 5.06, there are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower
after due and diligent investigation, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate, if determined
adversely, could reasonably be expected to have a Material Adverse Effect.

5.07
No Default.Neither Borrower nor any Subsidiary is in default under or with respect to
any Contractual Obligation that could, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

5.08
Ownership of Property; Liens.Each of Borrower and each Subsidiary has good record and
marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such defects in
title as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The property of Borrower and its Subsidiaries is subject to no
Liens, other than Liens permitted by Section 7.01.

5.09
Environmental Compliance.Borrower and its Subsidiaries conduct in the ordinary course
of business a review of the effect of existing Environmental Laws and claims alleging
potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof Borrower has
reasonably concluded that, except as specifically disclosed in Schedule5.09, such
Environmental Laws and claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

5.10
Insurance.The properties of Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of Borrower, in such
amounts (after giving effect to any self-insurance compatible with the following
standards), with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in localities where
Borrower or the applicable Subsidiary operates as set forth in Schedule 5.10
attached hereto.

5.11
Taxes.Borrower and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against Borrower or any Subsidiary that would, if made, have a Material
Adverse Effect.

5.12
ERISA Compliance.Except as set forth in Schedule 5.12 attached hereto, (a)
each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the
IRS or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of Borrower, nothing has occurred which would
prevent, or cause the loss of, such qualification. Borrower and each ERISA Affiliate have
made all required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.

(b)    
          There are no pending or, to the best knowledge of Borrower, threatened claims,
          actions or lawsuits, or action by any Governmental Authority, with respect to
          any Plan that could be reasonably be expected to have a Material Adverse Effect.
          There has been no prohibited transaction or violation of the fiduciary
          responsibility rules with respect to any Plan that has resulted or could
          reasonably be expected to result in a Material Adverse Effect.

(c)    
          (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no
          Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any
          ERISA Affiliate has incurred, or reasonably expects to incur, any liability
          under Title IV of ERISA with respect to any Pension Plan (other than premiums
          due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor
          any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
          (and no event has occurred which, with the giving of notice under Section 4219
          of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
          with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA
          Affiliate has engaged in a transaction that could be subject to Sections 4069 or
          4212(c) of ERISA.

5.13
Subsidiaries.As of the Closing Date, Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13 and has no equity investments
in any other corporation or entity other than those specifically disclosed in Part(b) of
Schedule 5.13.

5.14
Margin Regulations; Investment Company Act; Public Utility Holding Company Act.(a)
Borrower is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock. Following the application of the proceeds of each Borrowing or
drawing under each Letter of Credit, not more than 25% of the value of the assets (either
of Borrower only or of Borrower and its Subsidiaries on a consolidated basis) subject to
the provisions of Section 7.01 or Section 7.05or subject to any restriction
contained in any agreement or instrument between Borrower and any Lender or any Affiliate
of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will
be margin stock.

(b)    
          None of Borrower, any Person Controlling Borrower, or any Subsidiary (i) 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, or (ii) is or is required to be registered as an investment
          company under the Investment Company Act of 1940.

5.15
Disclosure.Borrower has disclosed to Agent and Lenders all agreements, instruments
and corporate or other restrictions to which it or any of its Subsidiaries is subject, and
all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other information furnished (whether in writing or orally) by or on behalf
of any Loan Party to Agent or any Lender in connection with the transactions contemplated
hereby and the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at
the time.

5.16
Compliance with Laws.Each of Borrower and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (b) the failure to comply therewith,
either individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

5.17
Intellectual Property; Licenses, Etc.Borrower and its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights (collectively,
IP Rights) that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person. To the best
knowledge of Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be employed, by
Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or
litigation regarding any of the foregoing is pending or, to the best knowledge of
Borrower, threatened, which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

# ARTICLE VI. AFFIRMATIVE
COVENANTS

So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall, and shall
(except in the case of the covenants set forth in Sections 6.01, 6.02,
6.03 and 6.11) cause each Subsidiary to:

6.01
Financial Statements.Deliver to Agent a sufficient number of copies for delivery by
Agent to each Lender, in form and detail satisfactory to Agent and the Required Lenders:

(a)    
          as soon as available, but in any event within 105 days after the end of each
          fiscal year of Borrower, (i) consolidated balance sheet of Borrower and its
          Subsidiaries as at the end of such fiscal year, and the related consolidated
          statements of income or operations, shareholders equity and cash flows for
          such fiscal year, setting forth in each case in comparative form the figures for
          the previous fiscal year, all in reasonable detail and prepared in accordance
          with GAAP, audited and accompanied by a report and opinion of an independent
          certified public accountant of nationally recognized standing reasonably
          acceptable to the Required Lenders, which report and opinion shall be prepared
          in accordance with generally accepted auditing standards and shall not be
          subject to any going concern or like qualification or exception or
          any qualification or exception as to the scope of such audit and (ii) the
          consolidated income statement projections prepared by the Borrower for the
          upcoming fiscal year; and

(b)    
          as soon as available, but in any event within 60 days after the end of each of
          the first three fiscal quarters of each fiscal year of Borrower, a consolidated
          balance sheet of Borrower and its Subsidiaries as at the end of such fiscal
          quarter, and the related consolidated statements of income or operations,
          shareholders equity and cash flows for such fiscal quarter and for the
          portion of Borrowers fiscal year then ended, setting forth in each case in
          comparative form the figures for the corresponding fiscal quarter of the
          previous fiscal year and the corresponding portion of the previous fiscal year,
          all in reasonable detail and certified by a Responsible Officer of Borrower as
          fairly presenting the financial condition, results of operations,
          shareholders equity and cash flows of Borrower and its Subsidiaries in
          accordance with GAAP, subject only to normal year-end audit adjustments and the
          absence of footnotes.

(c)    
          as soon as available, but in any event within 105 days after the end of each
          fiscal year of the Borrower, internally prepared income statement projections
          for the Borrower and its Subsidiaries for the then upcoming fiscal year, in form
          and substance acceptable to the Required Lenders in all respects.

6.02
Certificates; Other Information. Deliver to Agent a sufficient number of copies for
delivery by Agent to each Lender, in form and detail satisfactory to Agent and the
Required Lenders:

(a)    
          concurrently with the delivery of the financial statements referred to in
          Section 6.01(a), a certificate of its independent certified public
          accountants certifying such financial statements and stating that in making the
          examination necessary therefor no knowledge was obtained of any Default or, if
          any such Default shall exist, stating the nature and status of such event;

(b)    
          concurrently with the delivery of the financial statements referred to in
          Sections 6.01(a) and (b), a duly completed Compliance
          Certificate signed by a Responsible Officer of Borrower;

(c)    
          promptly after any request by Agent or any Lender, copies of any detailed audit
          reports, management letters or recommendations submitted to the board of
          directors (or the audit committee of the board of directors) of Borrower by
          independent accountants in connection with the accounts or books of Borrower or
          any Subsidiary, or any audit of any of them;

(d)    
          promptly after the same are available, copies of each annual report, proxy or
          financial statement or other report or communication sent to the stockholders of
          Borrower, and copies of all annual, regular, periodic and special reports and
          registration statements which Borrower or any Subsidiary may file or be required
          to file with the Securities and Exchange Commission under Section 13 or 15(d) of
          the Securities Exchange Act of 1934, and not otherwise required to be delivered
          to Agent pursuant hereto; and

(e)    
          promptly, such additional information regarding the business, financial or
          corporate affairs of Borrower or any Subsidiary, or compliance with the terms of
          the Loan Documents, as Agent or any Lender may from time to time reasonably
          request.

(a)    
          of the occurrence of any Default;

(b)    
          of any matter that has resulted or could reasonably be expected to result in a
          Material Adverse Effect, including (i) breach or non-performance of, or any
          default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any
          dispute, litigation, investigation, proceeding or suspension between Borrower or
          any Subsidiary and any Governmental Authority; or (iii) the commencement of, or
          any material development in, any litigation or proceeding affecting Borrower or
          any Subsidiary, including pursuant to any applicable Environmental Laws;

(c)    
          of the occurrence of any ERISA Event; and

(d)    
          of any material change in GAAP policies or financial reporting practices by
          Borrower, or by Borrower and any Subsidiary or Subsidiaries taken as a whole.

Each notice pursuant to this Section
shall be accompanied by a statement of a Responsible Officer of Borrower setting forth
details of the occurrence referred to therein and stating what action Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and any other
Loan Document that have been breached.

6.04
Payment of Obligations.Pay and discharge as the same shall become due and payable,
all its obligations and liabilities, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by Borrower or such Subsidiary; (b)
all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c)
all Indebtedness, as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness.

6.05
Preservation of Existence, Etc.(a) Preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05; (b)
take all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names
and service marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

6.06
Maintenance of Properties.(a) Maintain, preserve and protect all of its material
properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (c) use the standard of care typical in
the industry in the operation and maintenance of its facilities.

6.07
Maintenance of Insurance.Maintain with financially sound and reputable insurance
companies not Affiliates of Borrower, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance compatible with the following standards) as are customarily
carried under similar circumstances by such other Persons set forth in Schedule
5.10 attached hereto, and providing for not less than 30 days prior notice to
Agent of termination, lapse or cancellation of such insurance.

6.08
Compliance with Laws.Comply in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its business or
property, except in such instances in which (a) such requirement of Law or order, write,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

6.09
Books and Records. (a) Maintain proper books of record and account, in which full,
true and correct entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of Borrower or such
Subsidiary, as the case may be; and (b) maintain such books of record and account in
material conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over Borrower or such Subsidiary, as the case may be.

6.10
Inspection Rights. Not more than once annually so long as Borrower is not in Default,
permit representatives and independent contractors of Agent and each Lender to visit and
inspect any of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all at the
expense of Borrower and at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to Borrower; provided,
however, that when an Event of Default exists Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing at the
expense of Borrower at any time during normal business hours and without advance notice.

6.11
Use of Proceeds.Use the proceeds of the Credit Extensions for general corporate
purposes not in contravention of any Law or of any Loan Document.

# 6.12 Financial
Covenants

|(a) | Minimum Consolidated Net Worth. Maintain as of the end of each fiscal
          quarter commencing December 31, 2004, a Consolidated Net Worth equal to not less
          than the sum of the following:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | One Hundred Million Dollars ($100,000,000); plus
|--- | ------------------------------------------------

|(ii) | commencing with fiscal year end December 31, 2005, and for each fiscal year end
          thereafter, the cumulative sum of 50% of net income after income taxes (without
          subtracting losses) earned in each such fiscal year.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Minimum Cash Flow Coverage. Maintain a Cash Flow Coverage Ratio of not
          less than 1.50 to 1.00 for the nine-month year to date period ending as of
          September 30, 2004, and as of each fiscal quarter thereafter, as tested on a
          rolling four quarters basis, as of December 31, March 30, June 30, and September
          30 of each year based upon the financial results of the Borrower and its
          Subsidiaries for the four most recent fiscal quarters then ended.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Maximum Cash Flow Leverage. Maintain a Cash Flow Leverage Ratio, not to
          exceed the ratios indicated for each period specified below, as tested on a
          rolling four quarters basis as of March 31, June 30, September 30, and December
          31 of each year based upon the financial results of the Borrower and its
          Subsidiaries for the four most recent fiscal quarters then ended:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Period                                      Ratios

                           9/30/04                                     3.00:1.00

                           12/31/04                                    3.00:1.00

                           3/31/05                                     2.50:1.00

                           6/30/05                                     2.50:1.00

                           9/30/05                                     2.50:1.00

                           12/31/05                                    2.50:1.00

                           3/31/06 and thereafter                      2.25:1.00`

6.13
Additional Guarantors. Notify Agent at the time that any Person becomes a Subsidiary,
and promptly thereafter (and in any event within 30 days), cause such Person to (a) become
a Guarantor by executing and delivering to Agent a counterpart of the Guaranty or such
other document as Agent shall deem appropriate for such purpose, and (b) deliver to Agent
documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and
favorable opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation referred to in
clause (a), all in form, content and scope reasonably satisfactory to Agent.

# ARTICLE VII. NEGATIVE
COVENANTS

So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, from and after the date of
this Agreement, Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly:

7.01
Liens.Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)    
          Liens pursuant to any Loan Document;

(b)    
          Liens existing on the date hereof and listed on Schedule 7.01 and any
          renewals or extensions thereof, provided that the property covered
          thereby is not increased and any renewal or extension of the obligations secured
          or benefited thereby is permitted by Section 7.03(b);

(c)    
          Liens for taxes not yet due or which are being contested in good faith and by
          appropriate proceedings diligently conducted, if adequate reserves with respect
          thereto are maintained on the books of the applicable Person in accordance with
          GAAP;

(d)    
          carriers, warehousemens, mechanics, materialmens,
          repairmens or other like Liens arising in the ordinary course of business
          which are not overdue for a period of more than 30 days or which are being
          contested in good faith and by appropriate proceedings diligently conducted, if
          adequate reserves with respect thereto are maintained on the books of the
          applicable Person;

(e)    
          pledges or deposits in the ordinary course of business in connection with
          workers compensation, unemployment insurance and other social security
          legislation, other than any Lien imposed by ERISA;

(f)    
          deposits to secure the performance of bids, trade contracts and leases (other
          than Indebtedness), statutory obligations, surety bonds (other than bonds
          related to judgments or litigation), performance bonds and other obligations of
          a like nature incurred in the ordinary course of business;

(g)    
          easements, rights-of-way, restrictions and other similar encumbrances affecting
          real property which, in the aggregate, are not substantial in amount, and which
          do not in any case materially detract from the value of the property subject
          thereto or materially interfere with the ordinary conduct of the business of the
          applicable Person;

(h)    
          Liens securing judgments for the payment of money not constituting an Event of
          Default under Section 8.01(h)or securing appeal or other surety bonds
          related to such judgments; and

(i)    
          Liens securing Indebtedness permitted under Section 7.03(e);
          provided that (i) such Liens do not at any time encumber any property
          other than the property financed by such Indebtedness and (ii) the Indebtedness
          secured thereby does not exceed the cost of the property being acquired on the
          date of acquisition.

(a)    
          Investments held by Borrower or such Subsidiary in the form of cash equivalents
          or short-term marketable debt securities;

(b)    
          advances to officers, directors and employees of Borrower and Subsidiaries in an
          aggregate amount not to exceed $750,000 at any time outstanding, for travel,
          entertainment, relocation and analogous ordinary business purposes;

(c)    
          Investments of Borrower in any majority or wholly-owned Subsidiary that is a
          Guarantor of the Obligations hereunder and Investments of any wholly-owned
          Subsidiary in Borrower or in another wholly-owned Subsidiary that is a Guarantor
          of the Obligations hereunder;

(d)    
          Investments consisting of extensions of credit in the nature of accounts
          receivable or notes receivable arising from the grant of trade credit in the
          ordinary course of business, and Investments received in satisfaction or partial
          satisfaction thereof from financially troubled account debtors to the extent
          reasonably necessary in order to prevent or limit loss; and

(e)    
          Guarantees permitted by Section 7.03.

(f)    
          Investments in the form of acquisitions, not to exceed an investment in any
          single acquisition of $10,000,000, or $25,000,000 in the aggregate of
          investments in all such acquisitions, by Borrower or its Subsidiaries by means
          of a merger, stock acquisition or acquisition of assets of another entity, so
          long as the Borrower is not in default of any of the financial covenants set
          forth in Section 6.12 above as of the most recent testing period of such
          covenants and would not be in default of such financial covenants, giving pro
          forma effect to the acquisition, based upon consolidation with the Borrower for
          such testing period of the most recent twelve months of financial activity of
          the entity being acquired (available for pro forma consolidation), adjusted by
          Borrower for reasonably anticipated cost reductions (the Targets
          Adjusted Annual EBITDA) and any net addition to or reduction of interest expense
          considering the capital structure of the entity being acquired before and after
          acquisition. If Borrower or any of its Subsidiaries engages in an acquisition
          transaction permitted hereby, or, if necessary, by consent of the Agent, then,
          for purposes of testing financial covenants set forth in Section 6.12
          above in the next three fiscal quarters, respectively, following such
          acquisition, Borrowers EBITDA shall be adjusted by adding or subtracting,
          as the case may be, three quarters, one half, and one quarter, respectively, of
          the Targets Adjusted Annual EBITDA. The entire amount of any unfunded
          investments in such acquisitions shall be treated as capital expenditures for
          the purpose of calculation of the Cash Flow Coverage Ratio and other financial
          covenants under Section 6.12 of this Agreement.

7.03
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)    
          Indebtedness under the Loan Documents;

(b)    
          Indebtedness outstanding on the date hereof and listed on Schedule 7.03
          and any refinancings, refundings, renewals or extensions thereof;
          provided that the amount of such Indebtedness is not increased at the
          time of such refinancing, refunding, renewal or extension except by an amount
          equal to a reasonable premium or other reasonable amount paid, and fees and
          expenses reasonably incurred, in connection with such refinancing and by an
          amount equal to any existing commitments unutilized thereunder;

(c)    
          Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise
          permitted hereunder of Borrower or any wholly-owned Subsidiary;

(d)    
          obligations (contingent or otherwise) of Borrower or any Subsidiary existing or
          arising under any Swap Contract, provided that (i) such obligations are
          (or were) entered into by such Person in the ordinary course of business for the
          purpose of directly mitigating risks associated with liabilities, commitments,
          investments, assets, or property held or reasonably anticipated by such Person,
          or changes in the value of securities issued by such Person, and not for
          purposes of speculation or taking a market view; and (ii) such Swap
          Contract does not contain any provision exonerating the non-defaulting party
          from its obligation to make payments on outstanding transactions to the
          defaulting party;

(e)    
          Indebtedness in respect of capital leases, Synthetic Lease Obligations and
          purchase money obligations for fixed or capital assets within the limitations
          set forth in Section 7.01(i); provided, however, that the
          aggregate amount of all such Indebtedness at any one time outstanding shall not
          exceed $3,000,000, and provided that Agent is advised of any such financing
          needs of the Borrower and given an opportunity to submit a proposal with respect
          to such financing needs; and

(f)    
          Unsecured Indebtedness of up to the lesser of (i) $2,000,000 from the date of
          this Agreement until two (2) years hereafter, and $5,000,000 thereafter until
          the Maturity Date, or (ii) such amount which, given the effect of such
          indebtedness on Borrowers financial statements, would result in Borrower
          breaching the financial covenants set forth in Section 6.12.

7.04
Fundamental Changes.Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person, except that, so long as no Default exists or would result therefrom:

(a)    
          any Subsidiary may merge with (i) Borrower, provided that Borrower shall
          be the continuing or surviving Person, or (ii) any one or more other
          Subsidiaries, provided that when any majority or wholly-owned Subsidiary
          is merging with another Subsidiary, the majority or wholly-owned Subsidiary
          shall be the continuing or surviving Person,and, provided further
          that if a Guarantor is merging with another Subsidiary, the Guarantor shall be
          the surviving Person and such Person shall be a Guarantor of the Obligations
          under this Agreement; and

(b)    
          any Subsidiary may Dispose of all or substantially all of its assets (upon
          voluntary liquidation or otherwise) to Borrower or to another Subsidiary;
          provided that if the transferor in such a transaction is a majority or
          wholly-owned Subsidiary, then the transferee must either be Borrower or a
          majority or wholly-owned Subsidiaryand, provided further that if the
          transferor of such assets is a Guarantor, the transferee thereof must either be
          Borrower or a Guarantor.

7.05
Dispositions.Make any Disposition or enter into any agreement to make any
Disposition, except:

(a)    
          Dispositions of obsolete or worn out property, whether now owned or hereafter
          acquired, in the ordinary course of business;

(b)    
          Dispositions of inventory in the ordinary course of business;

(c)    
          Dispositions of equipment or real property to the extent that (i) such property
          is exchanged for credit against the purchase price of similar replacement
          property or (ii) the proceeds of such Disposition are reasonably promptly
          applied to the purchase price of such replacement property;

(d)    
          Dispositions of property by any Subsidiary to Borrower or to a wholly-owned
          Subsidiary; provided that if the transferor of such property is a
          Guarantor, the transferee thereof must either be Borrower or a Guarantor; and

(e)    
          Dispositions permitted by Section 7.04.

provided, however, that
any Disposition pursuant to clauses (a) through (e) shall be for fair market value.

7.06
Restricted Payments.Declare or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except that:

(a)    
          each Subsidiary may make Restricted Payments to Borrower and to wholly-owned
          Subsidiaries provided such Subsidiary is a Guarantor of the Obligations under
          this Agreement (and, in the case of a Restricted Payment by a non-wholly-owned
          Subsidiary, to Borrower and any Subsidiary and to each other owner of capital
          stock or other equity interests of such Subsidiary on a pro rata basis based on
          their relative ownership interests);

(b)    
          Borrower and each Subsidiary may declare and make dividend payments or other
          distributions payable solely in the common stock or other common equity
          interests of such Person, or cash dividends in such amounts not to exceed in the
          aggregate two and one-half cents ($0.025) per outstanding share of the Borrower
          payable quarterly; and

(c)    
          Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of
          its common stock or other common equity interests or warrants or options to
          acquire any such shares (i) with the proceeds received from the substantially
          concurrent issue of new shares of its common stock or other common equity
          interests or (ii) so long as the Borrower is in compliance with the covenants
          set forth in Article VI hereof and this Article VII, both before and after
          giving effect to such purchase, redemption or acquisition.

7.07
Change in Nature of Business.Engage in any material line of business substantially
different from those lines of business conducted by Borrower and its Subsidiaries on the
date hereof or any business substantially related or incidental thereto.

7.08
Transactions with Affiliates.Enter into any transaction of any kind with any
Affiliate of Borrower, whether or not in the ordinary course of business, other than on
fair and reasonable terms substantially as favorable to Borrower or such Subsidiary as
would be obtainable by Borrower or such Subsidiary at the time in a comparable arms
length transaction with a Person other than an Affiliate, provided that the foregoing
restriction shall not apply to transactions between or among Borrower and any of its
wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

7.09
Burdensome Agreements.Enter into any Contractual Obligation (other than this
Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to
make Restricted Payments to Borrower or any Guarantor or to otherwise transfer property to
Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of
Borrower or (iii) of Borrower or any Subsidiary to create, incur, assume or suffer to
exist Liens on property of such Person; provided, however, that this clause
(iii) shall not prohibit any negative pledge incurred or provided in favor of any holder
of Indebtedness permitted under Section 7.03(e) solely to the extent any such
negative pledge relates to the property financed by or the subject of such Indebtedness;
or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is
granted to secure another obligation of such Person.

7.10
Use of Proceeds.Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.

# ARTICLE VIII. EVENTS OF
DEFAULT AND REMEDIES

(a)    
          Non-Payment. Borrower or any other Loan Party fails to pay (i) when and
          as required to be paid herein, any amount of principal of any Loan or any L/C
          Obligation, or (ii) within three Business Days after the same becomes due, any
          interest on any Loan or on any L/C Obligation, or any fee due hereunder, or
          (iii) within five Business Days after the same becomes due, any other amount
          payable hereunder or under any other Loan Document; or

(b)    
          Specific Covenants. Borrower fails to perform or observe any term,
          covenant or agreement contained in any of Section 6.01, 6.02,
          6.03, 6.05, 6.10, 6.11 or 6.12 or Article
          VII; or

(c)    
          Other Defaults. Any Loan Party fails to perform or observe any other
          covenant or agreement (not specified in subsection (a) or (b) above) contained
          in any Loan Document on its part to be performed or observed and such failure
          continues for 30 days or any default or Event of Default occurs under any other
          Loan Document; or

(d)    
          Representations and Warranties. Any representation, warranty,
          certification or statement of fact made or deemed made by or on behalf of
          Borrower or any other Loan Party herein, in any other Loan Document, or in any
          document delivered in connection herewith or therewith shall be materially
          incorrect or materially misleading when made or deemed made; or

(e)    
          Cross-Default. (i) Borrower or any Subsidiary (A) fails to make any
          payment when due (whether by scheduled maturity, required prepayment,
          acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
          (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
          an aggregate principal amount (including undrawn committed or available amounts
          and including amounts owing to all creditors under any combined or syndicated
          credit arrangement) of more than the Threshold Amount, or (B) fails to observe
          or perform any other agreement or condition relating to any such Indebtedness or
          Guarantee having an aggregate principal amount greater than the Threshold Amount
          or contained in any instrument or agreement evidencing, securing or relating
          thereto, or any other event occurs, the effect of which default or other event
          is to cause, or to permit the holder or holders of such Indebtedness or the
          beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
          of such holder or holders or beneficiary or beneficiaries) to cause, with the
          giving of notice if required, such Indebtedness to be demanded or to become due
          or to be repurchased, prepaid, defeased or redeemed (automatically or
          otherwise), or an offer to repurchase, prepay, defease or redeem such
          Indebtedness to be made, prior to its stated maturity, or such Guarantee to
          become payable or cash collateral in respect thereof to be demanded; or (ii)
          there occurs under any Swap Contract an Early Termination Date (as defined in
          such Swap Contract) resulting from (A) any event of default under such Swap
          Contract as to which Borrower or any Subsidiary is the Defaulting Party (as
          defined in such Swap Contract) or (B) any Termination Event (as so defined)
          under such Swap Contract as to which Borrower or any Subsidiary is an Affected
          Party (as so defined) and, in either event, the Swap Termination Value owed by
          Borrower or such Subsidiary as a result thereof is greater than the Threshold
          Amount; or

(f)    
          Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries
          institutes or consents to the institution of any proceeding under any Debtor
          Relief Law, or makes an assignment for the benefit of creditors; or applies for
          or consents to the appointment of any receiver, trustee, custodian, conservator,
          liquidator, rehabilitator or similar officer for it or for all or any material
          part of its property; or any receiver, trustee, custodian, conservator,
          liquidator, rehabilitator or similar officer is appointed without the
          application or consent of such Person and the appointment continues undischarged
          or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
          relating to any such Person or to all or any material part of its property is
          instituted without the consent of such Person and continues undismissed or
          unstayed for 60 calendar days, or an order for relief is entered in any such
          proceeding; or

(g)    
          Inability to Pay Debts; Attachment. (i) Borrower or any Subsidiary
          becomes unable or admits in writing its inability or fails generally to pay its
          debts as they become due, or (ii) any writ or warrant of attachment or execution
          or similar process is issued or levied against all or any material part of the
          property of any such Person and is not released, vacated or fully bonded within
          30 days after its issue or levy; or

(h)    
          Judgments. There is entered against Borrower or any Subsidiary (i) a
          final judgment or order for the payment of money in an aggregate amount
          exceeding the Threshold Amount (to the extent not covered by independent
          third-party insurance as to which the insurer does not dispute coverage), or
          (ii) any one or more non-monetary final judgments that have, or could reasonably
          be expected to have, individually or in the aggregate, a Material Adverse Effect
          and, in either case, (A) enforcement proceedings are commenced by any creditor
          upon such judgment or order, or (B) there is a period of 10 consecutive days
          during which a stay of enforcement of such judgment, by reason of a pending
          appeal or otherwise, is not in effect; or

(i)    
          ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
          Multiemployer Plan which has resulted or could reasonably be expected to result
          in liability of Borrower under Title IV of ERISA to the Pension Plan,
          Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
          Amount, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the
          expiration of any applicable grace period, any installment payment with respect
          to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
          Plan in an aggregate amount in excess of the Threshold Amount; or

(j)    
          Invalidity of Loan Documents. Any Loan Document, at any time after its
          execution and delivery and for any reason other than as expressly permitted
          hereunder or satisfaction in full of all the Obligations, ceases to be in full
          force and effect; or any Loan Party or any other Person contests in any manner
          the validity or enforceability of any Loan Document; or any Loan Party denies
          that it has any or further liability or obligation under any Loan Document, or
          purports to revoke, terminate or rescind any Loan Document; or (k) Change of
          Control. There occurs any Change of Control with respect to Borrower and/or
          any Guarantor; or

(l)    
          Material Adverse Effect. There occurs any event or circumstance that has
          a Material Adverse Effect.

8.02
Remedies Upon Event of Default.If any Event of Default occurs and is continuing,
Agent shall, at the request of, or may, with the consent of, the Required Lenders, take
any or all of the following actions:

(a)    
          declare the commitment of each Lender to make Loans and any obligation of the
          L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
          commitments and obligation shall be terminated;

(b)    
          declare the unpaid principal amount of all outstanding Loans, all interest
          accrued and unpaid thereon, and all other amounts owing or payable hereunder or
          under any other Loan Document to be immediately due and payable, without
          presentment, demand, protest or other notice of any kind, all of which are
          hereby expressly waived by Borrower;

(c)    
          require that Borrower Cash Collateralize the L/C Obligations (in an amount equal
          to the then Outstanding Amount thereof); and

(d)    
          exercise on behalf of itself and the Lenders all rights and remedies available
          to it and the Lenders under the Loan Documents or applicable law;

provided, however, that
upon the occurrence of an actual or deemed entry of an order for relief with respect to
Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to
make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and payable, and
the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of Agent or any Lender.

8.03
Application of Funds.After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations
shall be applied by Agent in the following order:

First, to payment of that
portion of the Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III) payable to Agent
in its capacity as such;

Second, to payment of that
portion of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs and amounts
payable under Article III), ratably among them in proportion to the amounts
described in this clause Second payable to them;

Third, to payment of that
portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;

Fourth, to payment of that
portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings,
ratably among the Lenders in proportion to the respective amounts described in this clause
Fourthheld by them;

Fifth, to Agent for the
account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit; and

Last, the balance, if any,
after all of the Obligations have been indefeasibly paid in full, to Borrower or as
otherwise required by Law.

Subject to Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after
all Letters of Credit have either been fully drawn or expired, such remaining amount shall
be applied to the other Obligations, if any, in the order set forth above.

# ARTICLE IX.
ADMINISTRATIVE AGENT

9.01
Appointment and Authorization of Administrative Agent.(a) Each Lender hereby
irrevocably appoints, designates and authorizes 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
herein or in any other Loan Document, Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, 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 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 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)    
          The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
          Credit issued by it and the Issuer Documents associated therewith, and the L/C
          Issuer shall have all of the benefits and immunities (i) provided to Agent
          in this Article IX with respect to any acts taken or omissions suffered
          by the L/C Issuer in connection with Letters of Credit issued by it or proposed
          to be issued by it and the Issuer Documents pertaining to such Letters of Credit
          as fully as if the term Administrative Agent as used in this
          Article IX and in the definition of Agent-Related Person
          included the L/C Issuer with respect to such acts or omissions, and (ii) as
          additionally provided herein with respect to the L/C Issuer.

9.02
Delegation of Duties.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 and other consultants or experts concerning all matters
pertaining to such duties. 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.

9.03
Liability of Administrative Agent.No Agent-Related Person shall (a) 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
its own gross negligence or willful misconduct in connection with its duties expressly set
forth herein as determined by a final non-appealable judgment by a court of competent
jurisdiction), or (b) be responsible in any manner to any Lender or Participant for any
recital, statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by 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 any Loan Party 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
any Loan Party or any Affiliate thereof.

9.04
Reliance by Administrative Agent.(a) 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, electronic mail 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 any Loan Party), independent accountants and other experts selected
by Agent. Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. 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 such greater number of Lenders as may be expressly required hereby in any instance)
and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

(b)    
          For purposes of determining compliance with the conditions specified in
          Section 4.01, each Lender that has signed this Agreement shall be deemed
          to have consented to, approved or accepted or to be satisfied with, each
          document or other matter required thereunder to be consented to or approved by
          or acceptable or satisfactory to a Lender unless Agent shall have received
          notice from such Lender prior to the proposed Closing Date specifying its
          objection thereto.

9.05
Notice of Default.Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to Agent for the account of the Lenders, unless
Agent shall have received written notice from a Lender or Borrower referring to this
Agreement, describing such Default and stating that such notice is a notice of
default. Agent will notify the Lenders of its receipt of any such notice. Agent
shall take such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VIII; provided, however, that
unless and until Agent has received any such direction, Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable or in the best interest of the Lenders.

9.06
Credit Decision; Disclosure of Information by Administrative Agent.Each Lender
acknowledges that no Agent-Related Person has made any representation or warranty to it,
and that no act by Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to 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 Loan Parties and their respective Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend credit to
Borrower and the other Loan Parties 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 Borrower and the other Loan Parties. Except
for notices, reports and other documents expressly required to be furnished to the Lenders
by Agent herein, 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 and other condition or creditworthiness of any of the Loan Parties or
any of their respective Affiliates which may come into the possession of any Agent-Related
Person.

9.07
Indemnification of Administrative Agent.Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person
(to the extent not reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the extent
determined in a final, non-appealable judgment by a court of competent jurisdiction to
have resulted from such Agent-Related Persons own gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross negligence or
willful misconduct for purposes of this Section. Without limitation of the foregoing, each
Lender shall reimburse Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that Agent is not
reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section
shall survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of Agent.

9.08
Administrative Agent in its 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 each of the Loan Parties and their
respective Affiliates as though Bank of America were not Agent or the L/C Issuer 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 any
Loan Party or its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that Agent
shall be under no obligation to provide such information to them. With respect to its
Loans, Bank of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not Agent or the
L/C Issuer, and the terms Lender and Lenders include Bank of
America in its individual capacity.

9.09
Successor Administrative Agent.Agent may resign as Administrative Agent upon 30
days notice to the Lenders; provided that any such resignation by Bank of America
shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Agent
resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders, which successor administrative agent shall
be consented to by Borrower at all times other than during the existence of an Event of
Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the resignation
of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its appointment as
successor administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms
Administrative Agent, Agent, L/C Issuer and
Swing Line Lender shall mean such successor administrative agent, Letter of
Credit issuer and swing line lender, and the retiring Administrative Agents
appointment, powers and duties as Administrative Agent shall be terminated and the
retiring L/C Issuers and Swing Line Lenders rights, powers and duties as such
shall be terminated, without any other or further act or deed on the part of such retiring
L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the
successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the
retiring L/C Issuer with respect to such Letters of Credit. After any retiring
Administrative Agents resignation hereunder as Administrative Agent, the provisions
of this Article IX and Sections 10.04 and 10.05 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 Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

9.10
Administrative Agent May File Proofs of Claim.In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Loan Party, Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of whether
Agent shall have made any demand on Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

|(a) | to file and prove a claim for the whole amount of the principal and interest
          owing and unpaid in respect of the Loans, L/C Obligations and all other
          Obligations that are owing and unpaid and to file such other documents as may be
          necessary or advisable in order to have the claims of the Lenders and Agent
          (including any claim for the reasonable compensation, expenses, disbursements
          and advances of the Lenders and Agent and their respective agents and counsel
          and all other amounts due the Lenders and Agent under Sections 2.03(i)
          and (j), 2.09 and 10.04) allowed in such judicial
          proceeding; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | to collect and receive any monies or other property payable or deliverable on
          any such claims and to distribute the same;
|--- | -----------------------------------------------------------------------------------------------------------------------------------

and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to Agent and, in the
event that Agent shall consent to the making of such payments directly to the Lenders, to
pay to Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of Agent and its agents and counsel, and any other amounts due Agent under
Sections 2.09 and 10.04. Nothing contained herein shall be deemed to
authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize Agent to vote in respect of the claim of any
Lender in any such proceeding.

9.11
Guaranty Matters.Each Lender hereby irrevocably authorizes Agent, at its option
and in its discretion, to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.
Upon request by Agent at any time, each Lender will confirm in writing Agents
authority to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.11.

# ARTICLE X. MISCELLANEOUS

10.01
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by Borrower or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders and
Borrower or the applicable Loan Party, as the case may be, and acknowledged by Agent, and
each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

(a)    
          waive any condition set forth in Section 4.01(a) without the written
          consent of each Lender; provided, however, in the sole discretion
          of Agent, only a waiver by Agent shall be required with respect to immaterial
          matters or items specified in Section 4.01(a) (iii) or (iv) with
          respect to which Borrower has given assurances satisfactory to Agent that such
          items shall be delivered promptly following the Closing Date;

(b)    
          extend or increase the Commitment of any Lender (or reinstate any Commitment
          terminated pursuant to Section 8.02) without the written consent of such
          Lender;

(c)    
          postpone any date fixed by this Agreement or any other Loan Document for any
          payment (excluding mandatory prepayments) of principal, interest, fees or other
          amounts due to the Lenders (or any of them) hereunder or under any other Loan
          Document without the written consent of each Lender directly affected thereby;

(d)    
          reduce the principal of, or the rate of interest specified herein on, any Loan
          or L/C Borrowing, or (subject to clause (iv) of the second proviso to this
          Section 10.01) any fees or other amounts payable hereunder or under any
          other Loan Document, without the written consent of each Lender directly
          affected thereby; provided, however, that only the consent of the
          Required Lenders shall be necessary (i) to amend the definition of Default
          Rate or to waive any obligation of Borrower to pay interest or L/C Fees at
          the Default Rate or (ii) to amend any financial covenant hereunder (or any
          defined term used therein) even if the effect of such amendment would be to
          reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
          payable hereunder;

(e)    
          change Section 2.13 or Section 8.03 in a manner that would alter
          the pro rata sharing of payments required thereby without the written consent of
          each Lender;

(f)    
          change any provision of this Section or the definition of Required
          Lenders or any other provision hereof specifying the number or percentage
          of Lenders required to amend, waive or otherwise modify any rights hereunder or
          make any determination or grant any consent hereunder, without the written
          consent of each Lender; or

(g)    
          release any Guarantor from the Guaranty except in accordance with the terms of
          any Loan Document without the written consent of each Lender;

and, provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of the L/C
Issuer under this Agreement or any L/C Application relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and
signed by Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent
shall, unless in writing and signed by Agent in addition to the Lenders required above,
affect the rights or duties of Agent under this Agreement or any other Loan Document; and
(iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.

10.02
Notices and Other Communications; Facsimile Copies. (a) General. Unless
otherwise expressly provided herein, all notices and other communications provided for
hereunder shall be in writing (including by facsimile transmission). All such written
notices shall be mailed, certified or registered mail, faxed or delivered to the
applicable address, facsimile number or (subject to subsection (c) below) electronic mail
address, and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as follows:

|(i) | if to Borrower, Agent, the L/C Issuer or Swing Line Lender, to the address,
          facsimile number, electronic mail address or telephone number specified for such
          Person on Schedule 10.02 or to such other address, facsimile number,
          electronic mail address or telephone number as shall be designated by such party
          in a notice to the other parties; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | if to any other Lender, to the address, facsimile number, electronic mail
          address or telephone number specified in its Administrative Questionnaire or to
          such other address, facsimile number, electronic mail address or telephone
          number as shall be designated by such party in a notice to Borrower, Agent, the
          L/C Issuer and Swing Line Lender.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Notices
sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on
the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as
provided in such subsection (b).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Electronic Communications. Notices and other communications to Lenders
          hereunder may be delivered or furnished by electronic communication (including
          e-mail and Internet or intranet websites) pursuant to procedures approved by
          Agent, provided that the foregoing shall not apply to notices to any Lender
          pursuant to Article II if such Lender has notified the Agent that it is
          incapable of receiving notices under such Article by electronic communication.
          Agent or Borrower may, in its discretion, agree to accept notices and other
          communications to it hereunder by electronic communications pursuant to
          procedures approved by it, provided that approval of such procedures may be
          limited to particular notices or communications.

(c)    
          Effectiveness of Facsimile Documents and Signatures. Loan Documents may
          be transmitted and/or signed by facsimile. The effectiveness of any such
          documents and signatures shall, subject to applicable Law, have the same force
          and effect as manually-signed originals and shall be binding on all Loan
          Parties, Agent and the Lenders. Agent may also require that any such documents
          and signatures be confirmed by a manually-signed original thereof;
          provided, however, that the failure to request or deliver the same
          shall not limit the effectiveness of any facsimile document or signature.

(d)    
          Reliance by Agent and Lenders.Agent and the Lenders shall be
          entitled to rely and act upon any notices (including telephonic Committed Loan
          Notices and Swing Line Loan Notices) purportedly given by or on behalf of
          Borrower even if (i) such notices were not made in a manner specified herein,
          were incomplete or were not preceded or followed by any other form of notice
          specified herein, or (ii) the terms thereof, as understood by the recipient,
          varied from any confirmation thereof. Borrower shall indemnify each
          Agent-Related Person and each Lender from all losses, costs, expenses and
          liabilities resulting from the reliance by such Person on each notice
          purportedly given by or on behalf of Borrower. All telephonic notices to and
          other communications with Agent may be recorded by Agent, and each of the
          parties hereto hereby consents to such recording.

10.03
No Waiver; Cumulative Remedies.No failure by any Lender or Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.

10.04
Attorney Costs, Expenses and Taxes. Borrower agrees (a) to pay or reimburse Agent for
all costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Loan Documents and any
amendment, waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and thereby,
including all Attorney Costs, and (b) to pay or reimburse Agent and each Lender for all
costs and expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan Documents
(including all such costs and expenses incurred during any workout or
restructuring in respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs
and expenses shall include all search, filing, recording, title insurance and appraisal
charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by
Agent and the cost of independent public accountants and other outside experts retained by
Agent or any Lender. All amounts due under this Section 10.04 shall be payable
within ten Business Days after demand therefor. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations.

10.05
Indemnification by Borrower.Whether or not the transactions contemplated hereby are
consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel, agents
and attorneys-in-fact (collectively the Indemnitees) from and against
any and all liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of
any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted
against any such Indemnitee in any way relating to or arising out of or in connection with
(a) the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions contemplated
thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (c) any actual or alleged
presence or release of Hazardous Materials on or from any property currently or formerly
owned or operated by Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to Borrower, any Subsidiary or any other Loan
Party, or (d) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee
is a party thereto (all the foregoing, collectively, the Indemnified
Liabilities), in all cases, whether or not caused by or arising, in whole or in
part, out of the negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by
others of any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall any
Indemnitee have any liability for any indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date). All amounts due under
this Section 10.05 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of Agent, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction
or discharge of all the other Obligations.

10.06
Payments Set Aside.To the extent that any payment by or on behalf of Borrower is made
to Agent or any Lender, or Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to
any settlement entered into by Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to Agent upon demand its applicable share of any
amount so recovered from or repaid by Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

10.07
Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of subsection (f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement.

(b)    
          Any Lender may at any time assign to one or more Eligible Assignees all or a
          portion of its rights and obligations under this Agreement (including all or a
          portion of its Commitment and the Loans (including for purposes of this
          subsection (b), participations in L/C Obligations and in Swing Line Loans) at
          the time owing to it); provided that (i) except in the case of an
          assignment of the entire remaining amount of the assigning Lenders
          Commitment and the Loans at the time owing to it or in the case of an assignment
          to a Lender or an Affiliate of a Lender , the aggregate amount of the Commitment
          (which for this purpose includes Loans outstanding thereunder) subject to each
          such assignment, determined as of the date the Assignment and Assumption with
          respect to such assignment is delivered to Agent or, if Trade Date
          is specified in the Assignment and Assumption, as of the Trade Date, shall not
          be less than $5,000,000unless each of Agent and, so long as no Event of
          Default has occurred and is continuing, Borrower otherwise consents (each such
          consent not to be unreasonably withheld or delayed); (ii) each partial
          assignment shall be made as an assignment of a proportionate part of all the
          assigning Lenders rights and obligations under this Agreement with respect
          to the Loans or the Commitment assigned, except that this clause (ii) shall not
          apply to rights in respect of Swing Line Loans; (iii) any assignment of a
          Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender
          unless the Person that is the proposed assignee is itself a Lender (whether or
          not the proposed assignee would otherwise qualify as an Eligible Assignee); and
          (iv) the parties to each assignment shall execute and deliver to Agent an
          Assignment and Assumption, together with a processing and recordation fee of
          $3,500. Subject to acceptance and recording thereof by Agent pursuant to
          subsection (c) of this Section, from and after the effective date specified in
          each Assignment and Assumption, the Eligible Assignee thereunder shall be a
          party to this Agreement and, to the extent of the interest assigned by such
          Assignment and Assumption, have the rights and obligations of a Lender under
          this Agreement, and the assigning Lender thereunder shall, to the extent of the
          interest assigned by such Assignment and Assumption, be released from its
          obligations under this Agreement (and, in the case of an Assignment and
          Assumption covering all of the assigning Lenders rights and obligations
          under this Agreement, such Lender shall cease to be a party hereto but shall
          continue to be entitled to the benefits of Sections 3.01, 3.04,
          3.05, 10.04 and 10.05 with respect to facts and
          circumstances occurring prior to the effective date of such assignment). Upon
          request, Borrower (at its expense) shall execute and deliver a Note to the
          assignee Lender. Any assignment or transfer by a Lender of rights or obligations
          under this Agreement that does not comply with this subsection shall be treated
          for purposes of this Agreement as a sale by such Lender of a participation in
          such rights and obligations in accordance with subsection (d) of this Section.

(c)    
          Agent, acting solely for this purpose as an agent of Borrower, shall maintain at
          Agents Office a copy of each Assignment and Assumption delivered to it and
          a register for the recordation of the names and addresses of the Lenders, and
          the Commitments of, and principal amounts of the Loans and L/C 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 Borrower, 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 Borrower, at any reasonable time and from
          time to time upon reasonable prior notice. In addition, at any time that a
          request for a consent for a material or other substantive change to the Loan
          Documents is pending, any Lender wishing to consult with other Lenders in
          connection therewith may request and receive from Agent a copy of the Register.

(d)    
          Any Lender may at any time, without the consent of, or notice to, Borrower or
          Agent, sell participations to any Person (other than a natural person or
          Borrower or any of Borrowers Affiliates or Subsidiaries) (each, a
          Participant) in all or a portion of such Lenders rights
          and/or obligations under this Agreement (including all or a portion of its
          Commitment and/or the Loans (including such Lenders participations in L/C
          Obligations and/or Swing Line Loans) owing to it); provided that
          (i) such Lenders obligations under this Agreement shall remain
          unchanged, (ii) such Lender shall remain solely responsible to the other
          parties hereto for the performance of such obligations and (iii) Borrower,
          Agent and the other Lenders shall continue to deal solely and directly with such
          Lender in connection with such Lenders rights and obligations under this
          Agreement. Any agreement or instrument pursuant to which a Lender sells such a
          participation shall provide that such Lender shall retain the sole right to
          enforce this Agreement and to approve any amendment, modification or waiver of
          any provision of this Agreement; provided that such agreement or
          instrument may provide that such Lender will not, without the consent of the
          Participant, agree to any amendment, waiver or other modification described in
          the first proviso to Section 10.01 that directly affects such
          Participant. Subject to subsection (e) of this Section, Borrower agrees that
          each Participant shall be entitled to the benefits of Sections 3.01,
          3.04 and 3.05to the same extent as if it were a
          Lender and had acquired its interest by assignment pursuant to subsection (b) of
          this Section. To the extent permitted by law, each Participant also shall be
          entitled to the benefits of Section 10.09as though it
          were a Lender, provided such Participant agrees to be subject to
          Section 2.13 as though it were a Lender.

(e)    
          A Participant shall not be entitled to receive any greater payment under
          Section 3.01 or 3.04than the applicable Lender
          would have been entitled to receive with respect to the participation sold to
          such Participant, unless the sale of the participation to such Participant is
          made with Borrowers prior written consent.

(f)    
          Any Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement (including under its Note, if any) to
          secure obligations of such Lender, including any pledge or assignment to secure
          obligations to a Federal Reserve Bank; provided that no such pledge or
          assignment shall release such Lender from any of its obligations hereunder or
          substitute any such pledgee or assignee for such Lender as a party hereto.

(g)    
          Eligible Assignee as used herein, means (a) a Lender; (b) an
          Affiliate of a Lender; and (c) any other Person (other than a natural person)
          approved by (i) Agent, the L/C Issuer and Swing Line Lender, and (ii) unless an
          Event of Default has occurred and is continuing, Borrower (each such approval
          not to be unreasonably withheld or delayed); provided that
          notwithstanding the foregoing, Eligible Assignee shall not include
          Borrower or any of Borrowers Affiliates or Subsidiaries.

(h)    
          If the consent of Borrower to an assignment to an Eligible Assignee is required
          hereunder (including a consent to an assignment which does not meet the minimum
          assignment threshold specified in clause (i) of the proviso to the first
          sentence of Section 10.07(b)), Borrower shall be deemed to have given its
          consent five Business Days after the date notice thereof has been delivered to
          Borrower by the assigning Lender (through Agent) unless such consent is
          expressly refused by Borrower prior to such fifth Business Day.

(i)    
          Notwithstanding anything to the contrary contained herein, if at any time Bank
          of America assigns all of its Commitment and Loans pursuant to subsection (b)
          above, Bank of America may, (i) upon 30 days notice to Borrower and the
          Lenders, resign as L/C Issuer and/or (ii) upon 30 days notice to Borrower,
          resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
          or Swing Line Lender, Borrower shall be entitled to appoint from among the
          Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
          however, that no failure by Borrower to appoint any such successor shall
          affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
          the case may be. If Bank of America resigns as L/C Issuer, it shall retain all
          the rights and obligations of the L/C Issuer hereunder with respect to all
          Letters of Credit outstanding as of the effective date of its resignation as L/C
          Issuer and all L/C Obligations with respect thereto (including the right to
          require the Lenders to make Base Rate Committed Loans or fund risk
          participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
          Bank of America resigns as Swing Line Lender, it shall retain all the rights of
          Swing Line Lender provided for hereunder with respect to Swing Line Loans made
          by it and outstanding as of the effective date of such resignation, including
          the right to require the Lenders to make Base Rate Committed Loans or fund risk
          participations in outstanding Swing Line Loans pursuant to Section
          2.04(c).

10.08
Confidentiality.Each of Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates respective partners, directors, officers,
employees, agents, advisors and representatives(it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority, purporting to have jurisdiction over it (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with
the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to Borrower and its obligations, (g) with the
consent of Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to Agent or
any Lender on a nonconfidential basis from a source other than Borrower or any Subsidiary.
For purposes of this Section, Information means all information
received from Borrower or any of its Subsidiaries relating to Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is available
to Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or any
Subsidiary, provided that, in the case of information received from a Borrower or
any Subsidiary after the date hereof, such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.

10.09
Set-off.In addition to any rights and remedies of the Lenders provided by law, upon
the occurrence and during the continuance of any Event of Default, each Lender is
authorized at any time and from time to time, without prior notice to Borrower or any
other Loan Party, any such notice being waived by Borrower (on its own behalf and on
behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for the
credit or the account of the respective Loan Parties against any and all Obligations owing
to such Lender hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not Agent or such Lender shall have made demand under this
Agreement or any other Loan Document and although such Obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable deposit or
indebtedness. Each Lender agrees promptly to notify Borrower and Agent after any such
set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and application.

10.10
Interest Rate Limitation.Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law (the
Maximum Rate). If Agent or any Lender shall receive interest in an
amount that exceeds the Maximum Rate, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In
determining whether the interest contracted for, charged, or received by Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.

10.11
Counterparts.This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.

10.12
Integration.This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof and thereof
and supersedes all prior agreements, written or oral, on such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of Agent or the Lenders in any other
Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be
construed neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

10.13
Survival of Representations and Warranties.All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be relied upon
by Agent and each Lender, regardless of any investigation made by Agent or any Lender or
on their behalf and notwithstanding that Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied or any Letter of Credit shall remain outstanding.

10.14
Severability.If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

10.15
Governing Law; Submission to Jurisdiction.(a) THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED
THAT AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)    
          ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
          DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
          SITTING IN HAMPDEN COUNTY OR OF THE UNITED STATES FOR THE DISTRICT OF
          MASSACHUSETTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER, AGENT
          AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
          NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. BORROWER, AGENT AND EACH LENDER
          IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
          OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
          HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
          IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. BORROWER,
          AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
          PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
          STATE.

10.16
Waiver of Right to Trial by Jury.EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.17
USA PATRIOT Act Notice. Each Lender and Agent (for itself and not on behalf of any
Lender) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Act), it
is required to obtain, verify and record information that identifies Borrower, which
information includes the name and address of Borrower and other information that will
allow such Lender or Agent, as applicable, to identify Borrower in accordance with the
Act.

IN WITNESS WHEREOF,the
parties hereto have caused this Agreement to be duly executed as of the date first above
written.

`MESTEK, INC.

                                                     By:

                                                     Name:

                                                     Title:



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

                                                     By:

                                                     Name:

                                                     Title:



                                                     BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing
                                                     Line Lender

                                                     By:

                                                     Name:

                                                     Title:



                                                     KEYBANK NATIONAL ASSOCIATION, as Documentation Agent

                                                     By:

                                                     Name:

                                                     Title:



                                                     KEYBANK NATIONAL ASSOCIATION, as a Lender

                                                     By:

                                                     Name:

                                                     Title:



                                                     SOVEREIGN BANK, as Syndication Agent

                                                     By:

                                                     Name:

                                                     Title:



                                                     SOVEREIGN BANK, as a Lender

                                                     By:

                                                     Name:

                                                     Title:`

---

`SCHEDULE 2.01

                                                    COMMITMENTS
                                                AND PRO RATA SHARES

                       Lender                                      Commitment                    Pro Rata Share
------------------------------------------------------ ------------------------------------ --------------------------

Bank of America, N.A.                                              $30,000,000                     42.8571428%

KeyBank National Association                                       $20,000,000                     28.5714285%

Sovereign Bank                                                     $20,000,000                     28.5714285%

Total                                                              $70,000,000                    100.0000000%`

---

`SCHEDULE 2.03

                                           Existing Letter[s] of Credit

                                                          MESTEK

   L/C #         OUTSTANDING                            BENEFICIARY                         EXPIRY DATE
                   AMOUNTS
   102894       $1,000,000.00                             Baybank                            6/30/2005
   103169        $101,818.00                   Aetna Life Insurance Company                  1/26/2005
  50065542       $135,000.00                Insurance Company of North America               10/1/2005
  50065687      $5,590,000.00               Insurance Company of North America               10/1/2005
  50125598        $25,287.92                         Crossroads Trust                        9/30/2007
  1332046         $11,968.20                    Babcock Borsig Power, Inc.                   3/30/2005
  1363657         $8,253.60                         Dura Felguera, S.A.                      8/29/2005
  1363658        $133,317.90                         Babcock & Wilcox                        6/16/2008
  1363651        $154,500.00                         Village Of Lisle                        3/17/2005
  64024302       $270,778.00                    Black & Veatch Construction                  12/31/2008
  64024301       $200,000.00                   Tolerie Industrielle (Sotis)                  3/14/2005
  1363603         $27,720.23                       Shanghai Machine Tool                     11/30/2004
  64024202        $91,668.00                       Shanghai Machine Tool                      1/3/2005
  64129566        $27,587.00                       Shanghai Machine Tool                     5/28/2005

   TOTAL:       $7,777,898.85`

---

SCHEDULE 5.06

# LITIGATION

| | 1. | Porterville United School District v. BFGC Architects Planners, Inc., et al.,
               including Alton (Construction Case  Product Liability)
                In this $7 million construction case, the bulk of which is alleged to be
               owed by the architects for the Porterville, CA high School, there is included an
               allegation that Alton evaporative coolers, also know as swamp
               coolers suck moisture and rain from the atmosphere and blow it
               into the high school gym, causing damage. Apparently the Alton coolers were also too small for the building, although this point would go against
               the architect. The case was just filed in California Superior Court.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Cuoto v. Mestek, Inc. (Willful Negligence  Personal Injury) 
               Plaintiff is a Windsor, Connecticut employee who sued claiming intentional tort
               by the Company in an attempt to evade the exclusivity provision of the
               Workers Compensation Act. No facts in support of his claim have yet come
               out in discovery, which is almost concluded, after which we expect to move for a
               summary judgment in the Companys favor. There is no insurance coverage
               for this claim, and if the Company were found liable, a judgment might
               be in an amount in excess of $100,000.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Dryair 2000 v. Mestek Canada, Inc. (Contract  Breach and
               Consequential Damages)  An RBI OEM customer claimed close to $1 million
               Canadian Dollars in damages due to the alleged failure of RBI boilers purchased
               by plaintiff to work in plaintiffs grain drying and construction site
               heating systems. Plaintiff claims that a former RBI representative falsely
               claimed that standard RBI boilers would operate properly in plaintiffs
               product but they did not, resulting in claims for repair and replacement
               damages, plus lost profits. The Company will defend this matter vigorously.
               Canadian counsel values the claim between $100,000  $200,000
               Canadian Dollars. Plaintiff has recently sent an expert report by
               PriceWaterhouseCoopers quantifying plaintiffs loss at Canadian Dollars
               $605,000. Depositions will be taken in November.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Kraft v. Engel Industries, Inc. (Product Liability  Personal
               Injury)  Plaintiff sheet metal workers right hand was pulled into an
               Engel coiline system causing permanent injury. Turich Insurance is managing the
               defense. Plaintiff has not prosecuted his case since 2002. Engel has a
               $25,000 deductible to be charged upon closure of the file.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Pace Mechanical Systems, Inc. v. Mestek, Inc. (Contract  Breach)
                This case, which almost settled once, arose from the sale of radiant
               cooling panels provided by the Companys Sterling Radiant Division to Pace
               Mechanical Systems for installation at the University of Michigan  Ann
               Arbor campus. Pace claimed damages of over $200,000 in their complaint in which
               they alleged that Mestek reneged on its bid to install the panels. The parties
               had reached an agreement to settle the matter for $60,000, consisting of $15,000
               in retention monies and $45,000 in credits towards purchase of $450,000 in
               product. Although the parties signed an agreement to settle the matter and a
               stipulation of dismissal was filed with the court, the buyer reneged on the deal
               and succeeded in having the court overturn the settlement. Motion
               practice continues; no settlement is pending at this time.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Schaffer v. Mestek, Inc. & Omega Flex, Inc. (Product Liability 
               Personal Injury)  Plaintiff claims TracPipe metal hose uncoiled violently,
               due to improper packaging, and lacerated his shoulder, requiring surgery.
               Plaintiffs medicals are approximately $7,000; his workers comp.
               claim is pending. He has not worked in over two years since the October 9, 2001
               accident. Arbitration is scheduled for November 12, 2004. This matter is
               likely to settle for less than plaintiffs $30,000 demand.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7. | Secaucus Board of Education v. Mestex, Ltd., et al. (Contract 
               Breach of Warranty)  The original plaintiff in this dismissed case has
               continued to complain about the operation of its Nesbitt rooftop unit heaters
               and had threatened to refile a lawsuit. An independent testing and inspection of
               the units by an independent testing contractor, with experts and representatives
               of both Secaucus and Mestek present for the testing and inspection, was recently
               concluded. The testing report is inconclusive. The Company requested
               documentation from Secaucus about the original design and specifications in
               August. Since then we have heard nothing from the school.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8. | Serra v. Westcast, Inc. (Product Liability  Personal Injury) 
               Plaintiff stepped in front of an improperly piped relief valve that expressed
               steaming water onto his groin, causing severe and permanent injury. He sued
               Westcast, the plumber and the manufacturer of the expansion tank that was not
               functioning properly. There had been a crack in one of the cast iron sections
               that was repaired by the same plumber. Plaintiffs theory is that but for
               the crack, the repair of which he was inspecting, he would not have been
               standing near the improperly plumbed relief valve. Plaintiff made an offer of
               judgment in the amount of $90,000, but Westcasts exposure should be less
               or nil, due to lack of causation by the Smith boiler. Discovery is not complete.
               This matter is being defended vigorously and is covered by the
               Companys $250,000 deductible.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. | State Farm (Narang) v. Mestek, Inc. (Product Liability  Property
               Damage)  Plaintiff, as subrogee to the owners of a luxury home, instituted
               suit to recover for property damages sustained as a result of a November 2001
               fire allegedly caused by a defectively designed or manufactured
               Sterling gas heater. The plaintiff agreed to dismiss Mestek, Inc.
               from this case, but the service contractor who replaced the manual switch on the
               furnace with an automatic switch has threatened to bring Mestek back into the
               suit as a third-party defendant on a failure to warn theory. If it does so,
               the Company will defend the matter vigorously.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10. | Hamilton v. Omega Flex, Inc. (Product Liability  Property Damage)
                This claim for property damage by the owners of the cabin in which the
               Szirovecz plaintiffs were injured should eventually be dismissed
               based upon the stipulated order of summary judgment in favor of the Company
               obtained in settlement of the Szirovecz case.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11. | Wilson, et al v. Airtherm Products, Inc. (Employment  WARN Act)
                The range of damages which may be awarded in this case are from a high of
               approximately $450,000 to a low of approximately $90,000 (if the Company were
               successful in its efforts). The Court requested post-trial briefs which were
               filed in May 2003. The courts decision is pending and was expected to
               be issued in the third quarter of 2004, but was not.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. | Pennsylvania Department of Environmental Protection (PADEP) v. Process
               Recovery Corporation and its customers, including Eafco, Inc. and
               Boyertown Foundry Company. (Environmental Landfill Violation-Landfill
               Maintenance and Closure Costs)  The Process Recovery Corporation (PRC) of
               which the Companys foundry subsidiary and its predecessor corporation
               Eafco, Inc. were shareholders and customers for disposal of used foundry sand,
               was notified in 2002 that it had exceeded certain fill parameters of its permit.
               Since then PRC has ceased operations and expended almost all of its liquid
               assets. The PADEP contacted the customer generators of PRC and demanded that
               they maintain the leachate collection system at the landfill and execute a
               permitted closure of the landfill. While the Company does not believe that any
               of the PRC customer generators, or shareholders, are responsible for closure of
               the landfill, the Company has nevertheless joined a group of the majority of PRC
               customers who have agreed voluntarily to fund operation of the PRC leachate
               collection system on an interim basis. This group is also
               investigating the costs of a modified closure of the landfill, which could be
               one-half the original estimated closure costs. The Company will
               contest any liability to pay for closure of the PRC landfill. But even if the
               Company should contribute to a closure voluntarily or through some equitable
               court order, the cost to the Company for its share of the closure plan, based on
               calculated tons deposited in the landfill and the current estimate of the
               closure plan, would not be much more than $100,000.00.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 13. | California Mesta Machine Case: Sinz v. Allied Packing & Supply,
               Inc., et al. The Company was sued in state court in California as a
               successor to Mesta Machine Co. for the wrongful death by mesothelioma of a
               steelworker who worked in a U.S. Steel Corp. facility in California from
               1949-1985. The Company will defend the case vigorously.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Asbestos Cases: (Product
Liability  Personal Injury)

| | 14. | Vulcan Radiator Asbestos Case:  Boon v. GAF Corporation, et
               al.  Plaintiff filed an action in 2000 in Texas alleging personal
               injury as a result of alleged exposure to asbestos-containing products allegedly
               manufactured, marketed or sold by the Company under the Vulcan trade name.
               Proper service has not been made; therefore, no action has been taken on this
               matter. A prediction as to the outcome of this case is not possible at this
               time. As of February 11, 2004, no trial date had been set and the case was
               stayed by the Court, due to one or more of the defendants having filed for
               bankruptcy. In any event, the Company intends to defend this matter
               vigorously.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 15. | LJ Wing Asbestos Case:  Gookstetter v. Mestek, Inc. 
               Plaintiff filed an action in California alleging personal injury as a result of
               alleged exposure to asbestos-containing products allegedly manufactured,
               marketed or sold by the Company under the LJ Wing trade name. Plaintiff was
               deposed and admitted the LJ Wing unit did not contain asbestos. Subsequently,
               the plaintiff died and his estate eventually did file a survival action.
               There will be further discovery.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 16. | Miles v. A, C and S., Inc., et al.; Payne v. A, C and S., Inc., et
               al.; Bornn v. A, C and S, Inc., et al.; Kunnemeyer v.
               A.C.&S., Inc., et al.;  Plaintiffs in each case have commenced
               actions in New York alleging personal injury as a result of alleged exposure to
               asbestos-containing products allegedly manufactured, marketed or sold by the
               Company under the Smith boilers trade name. Plaintiff alleges that the Company
               is responsible as a successor to The H.B. Smith Company, Inc., which the Company
               denies. The Company will seek summary judgment on the successor liability issue
               and is optimistic that it will prevail.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 17. | Shay v. A, C and S, Inc., et al.; Diehl v. A, C and S, Inc., et
               al.; Beatty v. Allied Corp., et al.; Palmer v. Allied Corp., et
               al.; Heinrich v. Allied Corp., et al.; McGoldrick v. Allied Corp.,
               et al.;  Plaintiffs in each case have commenced actions in
               Pennsylvania alleging personal injury as a result of alleged exposure to
               asbestos-containing products allegedly manufactured, marketed or sold by the
               Company. Plaintiff alleges that the Company is responsible as a successor to The
               H.B. Smith Company, Inc., which the Company denies. The Company will seek
               summary judgment on the successor liability issue and is optimistic that it will
               prevail.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 18. | Smith v. A, C and S, Inc., et al.; Thompson v. A.C. & R.
               Insulation Co., et al.; Phillips v. A.C. and S., Inc., et al.
                Plaintiffs in each case have commenced actions in Maryland alleging
               personal injury as a result of alleged exposure to asbestos-containing products
               allegedly manufactured, marketed or sold by the Company. Plaintiff alleges that
               the Company is responsible as a successor to The H.B. Smith Company, Inc., which
               the Company denies. The Company will seek summary judgment on the successor
               liability issue and is optimistic that it will prevail.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 19. | Hydrotherm Case: Donlon v. ABB Lummus Crest, Inc.; 
               Plaintiff filed an action in New York alleging personal injury as a result of
               alleged exposure to asbestos-containing products allegedly manufactured,
               marketed or sold by the Company. There was a 1997 agreement of counsel to
               dismiss this case but it was overlooked in 2001 when other New Jersey cases by
               the same law firm were dismissed. The Company intends to pursue dismissal or
               alternatively vigorously defend this action and is optimistic that it will
               prevail.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 20. | Illinois Cases: Also, over 180 Plaintiffs have filed complaints in
               Madison County, Illinois alleging personal injury as a result of alleged
               exposure to asbestos-containing products allegedly manufactured, marketed or
               sold by the Company. All cases have been filed by the Simmons Law Firm and also
               name The H.B. Smith Company, Inc. Many of the complainants, however, would have
               had no apparent contact with H.B. Smith boilers, nor any other Company
               manufactured and/or distributed product. The Company intends to defend these
               matters vigorously.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

SCHEDULE 5.09

# ENVIRONMENTAL MATTERS

As
disclosed in extensive discussions with representatives of Bank of America, the Lockformer
Company (Lockformer), a division of the Companys second tier subsidiary,
Met-Coil Systems Corporation (Met-Coil), and Mestek directly (under various
legal theories) are defendants in various actions relating to the alleged release and
presence of trichloroethylene (TCE) contamination on and in the vicinity of
Lockformers manufacturing facility in Lisle, IL. On August 26, 2003, Met-Coil filed
a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code
(the Bankruptcy Code) in the United States Bankruptcy Court for the District
of Delaware (the Bankruptcy Court) (Case No. 03-12676-MFW). Met-Coil remains
in possession of its assets and properties and continues to operate its businesses and
manage its properties as a debtor-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code. A Fourth Amended Reorganization Plan has been approved by
the Bankruptcy Court, findings, releases and a channeling injunction have been made and
issued by the United States District Court for the District of Delaware and funding of the
Plan will occur upon passage of the appeals period with respect to the District Court
order, all as discussed in detailed correspondence from Nancy Peterman of Greenberg and
Traurig to Mark Cress, counsel for the Lenders.

In
addition to the Lisle, IL site, the Company has been named or contacted by state
authorities and/or the EPA regarding the Companys asserted liability or has
otherwise determined it may be required to expend funds for the remediation of certain
other sites described below.

In
High Point, NC, the Company has been named as a Potentially Responsible Party
(PRP) with regard to the clean up of groundwater contamination allegedly due to dumping at
a landfill. The Company believes that its activity at the site represented less than one
percent of all activity at the site. State authorities have received for review a report
on the Remedial Investigation of the site, including a supplemental Remedial Investigation
submitted in 2003, a base-line Risk Assessment and a Feasibility Study of the alternative
remedial options for treating groundwater contamination at or near the site. The North
Carolina Department of Environment and Natural Resources (DENR) has not issued its
remaining formal comments on these documents, nor has a final remedial alternative yet
been selected or approved. The Company continues to participate in a joint defense group
to help define and limit its liabilities and may be required to contribute to the
remediation of such alleged groundwater contamination. The PRPs anticipate proposing a
remedy based upon the use of phytoremediation and engineered wetlands.

The
Company (along with many other corporations) is involved in a PRP action for the
remediation of a site in Southington, CT, as a result of the EPAs preliminary
assignment of derivative responsibility for the presence of hazardous materials
attributable to two other corporations from whom the Company purchased assets after the
hazardous materials had been disposed of at the Southington site. The Company participated
as part of a joint defense group in a de minimis settlement with the EPA
concerning soil remediation at the Southington, CT site, while the issue of further
groundwater investigation at the site was postponed by the EPA in 1998, pending the soil
remediation. Currently, Monitored Natural Attenuation (MNA) and a landfill cap are being
evaluated as remedial alternatives for groundwater contamination at the site. The landfill
cap has been installed, but its effectiveness has not yet been determined. Likewise, more
study must be performed by the environmental consultant hired by the joint defense group
to support the evaluation of the potential for MNA to control future dissolved volatile
organic compound migration at this site.

The
Process Recovery Corporation (PRC) of which the Companys foundry subsidiary and its
predecessor corporation Eafco, Inc. were shareholders and customers for disposal of used
foundry sand, was notified in 2002 that it had exceeded certain fill parameters of its
permit. Since then PRC has ceased operations and expended almost all of its liquid assets.
The Pennsylvania Department of Environmental Protection (PADEP) contacted the customer
generators of PRC and demanded that they maintain the leachate collection system at the
landfill and execute a permitted closure of the landfill. While the Company does not
believe that any of the PRC customer generators or shareholders are responsible for
closure of the landfill, the Company has nevertheless joined a group of the majority of
PRC customers who have agreed voluntarily to fund operation of the PRC leachate collection
system on an interim basis. This group is also investigating alternative solutions to the
PADEPs concerns, such as sale or lease to a third party. The Company intends to
contest any liability that may be asserted against it to pay for closure of the PRC
landfill. But even if the Company should contribute to a closure voluntarily or through
some equitable court order, management believes that the cost to the Company for its share
of the closure plan, based on calculated tons deposited in the landfill and the current
estimate of the closure plan, should be in the range of $100,000 to $240,000.

A
Company subsidiary (the Subsidiary) that has contracted to sell a surplus
facility in Scranton, PA has been notified by the purchaser that a Phase II environmental
site assessment reports the presence of PCE in certain soil borings taken on the site of
the facility in March 2004. In response to this information, the Subsidiary has filed a
Notice of Intent to Remediate the Scranton property with PADEP, and has contracted with an
environmental contractor to design and implement field work to delineate the scope of the
contamination at the Scranton facility, and ultimately to design and implement a
remediation plan for the site. The fieldwork has fully defined the extent of the
contamination of subsurface soils at the Scranton site, which indicate that the subsurface
soil contamination is contained within the site. The investigation into groundwater
contamination is continuing as of the date of this Quarterly Report on Form 10-Q, and
preliminary reports indicate there is some contamination of groundwater at certain levels
at the site; however, the hydrogeology of the site is complex, and the Subsidiary expects
that further testing will be required by PADEP to characterize the scope of the
groundwater contamination. In addition, the Subsidiary has engaged its environmental
contractor to evaluate soil vapor exposure pursuant to applicable environmental
regulations, and it is expected that soil vapor field-testing will be required. The
initial scope of work for the delineation fieldwork is expected not to exceed $75,000,
although this amount could increase based on input for additional testing by the relevant
regulatory agencies. The cost of the remediation measures required to remove or reduce the
levels of contamination at the Scranton site within levels required by applicable law is
not quantifiable at this time because the full characterization of the environmental
contamination at the site is still being performed; however the Subsidiary has pollution
legal liability insurance with policy limits of $10,000,000 covering this site, with a
$50,000 deductible. The insurer has accepted coverage of the claim made by the Subsidiary
with respect to the Scranton site. The amount of the policy deductible is separately
payable by the former owner of the site under the agreement by which the Subsidiary
acquired the Scranton facility.

---

`SCHEDULE 5.10

                                                     INSURANCE




--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
        Policy Term                      Type                             Policy                               Company                           Limit of Liability
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005            General Liability                   XSLG20557576                  ACE American Insurance Co.       CSL $3,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005              Business Auto                     CALH07960165                  ACE American Insurance Co.       CSL $1,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005          Workers Compensation                  WLRC43986442                  ACE American Insurance Co.       Coverage A - Statutory
                                                                                                                                      Coverage B  - $1,000,000
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005            Excess Liability                    CUW 7815010                    Westchester Surplus Lines       $25,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005               Umbrella(C)                          TBD                        Arch Specialty Insurance        $15,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005             Foreign Package                     PHF051693                    ACE American Insurance Co.       $1,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
05/01/2004 - 05/01/2005           Commercial Property              KTJ-CMB-5450845-8-04              Travelers Property Casualty      Blanket $395 million Building Personal
                                                                                                                                      Property and Business Interruption
                                                                                                                                      Worldwide
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
05/01/2004 - 05/01/2005              Ocean Marine                    QTJ-MOC221D518A                     Travelers Insurance          $1,500,000 per shipment
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005         Directors and Officers                  1630442/2                  Carolina Casualty Insurance Co     $1,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/01/2004 - 10/01/2005        Lawyers Professional Liab                   TBD                     Executive Risk Indemnity, Inc.     $1,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
03/03/2004 - 03/03/2005        Employment Practices Liab                 6409316                   American Int'nl Specialty Line     $2,000,000 per occurrence/aggregate
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10/29/2003 - 10/29/2004       Fiduciary Liability & Crime               8137-71-04                    Federal Insurance Company       $1,000,000 per occurrence
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
08/29/2003 - 08/29/2013        Pollution Legal Liability               PLS 1166163                 American Int'l Specialty Lines     $10,000,000 per incident/aggregate
                                                                                                                                      8122 Reilly Ave. St Lois MO
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
03/26/1999 - 03/26/2009        Pollution Legal Liability               PLS 2678271                 American Int'l Specialty Lines     $10,000,000 per incident /aggregate
                                                                                                                                      888 North Keysar Rd, Scranton, PA
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------`

---

SCHEDULE 5.12

# ERISA COMPLIANCE

| | 1. | Scranton, PA The Borrower is a contributor to a multi-employer pension
               plan sponsored by the Sheet Metal Workers National Pension Fund. A partial
               withdrawal liability of the Borrower arose as a result of the closure of the
               Anemostat plant in Scranton, Pennsylvania. The Borrower engaged an actuary who
               estimated the partial withdrawal liability to be approximately $2.4 million, and
               this amount has been reserved by the Borrower on its financial statements. A
               claim for the partial withdrawal liability has not yet been made by the Sheet
               Metal Workers National Pension Fund.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Waldron, MI There are less than 50 union employees at this facility who
               are participants in the Sheet Metal Workers National Pension Fund, and the
               Borrowers management is currently in discussion regarding the continued
               operation of this business site, and the closure of this facility could
               potentially create a partial withdrawal liability; however, there is at present
               no available data to estimate the amount of any potential partial withdrawal
               liability.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Met-Coil The Companys second-tier subsidiary, Met-Coil, maintained,
               prior to its acquisition by the Companys subsidiary, Formtek Inc. on June
               3, 2000, several defined benefit pension plans (the Met-Coil Plans) covering
               certain of its employees. The Met-Coil Plans were frozen and merged
               prior to the acquisition, locking in retirement benefits earned to
               that date and precluding any further benefits for future service. For the
               quarters ended June 30, 2004 and 2003, the Company recorded pension expense of
               $15,662 and $0, respectively, for the Met-Coil Plans. Recent market performance
               has resulted in underfunding of these Plans. Underfunding or overfunding varies
               from quarter to quarter, depending on market performance and present value
               assumptions then currently utilized.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Airtherm In connection with the acquisition of the assets of Airtherm
               Manufacturing Company and Airtherm Products, Inc. in 2000, the Company assumed
               certain obligations related to the defined benefit plan maintained by Airtherm,
               the Airtherm LLC Retirement Income Plan, prior to the acquisition date. Pension
               expense (benefit) under the Airtherm LLC Retirement Income Plan was ($488) for
               the quarter ended June 30, 2004, $0 for the year ended December 31, 2003 and
               $164,000 for the year ended December 31, 2002. Recent market performance has
               resulted in underfunding of this Plan. Underfunding or overfunding varies from
               quarter to quarter, depending on market performance and present value
               assumptions then currently utilized.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

SCHEDULE 5.13

# SUBSIDIARIES

# AND OTHER EQUITY
INVESTMENTS

Boyertown Foundry CompanyHill
Engineering, Inc.Advanced Thermal Hydronics, Inc.Deltex Partners, Inc.Formtek,
Inc.

Met-Coil Systems, LLC Gentex
Partners, Inc. Mestek Canada, Inc. Omega Flex, Inc. Pacific/Air Balance, Inc. Westcast,
Inc.

Yoder Manufacturing, Inc.

Part (b). Other Equity
Investments.

Lexington Business TrustYorktown
Properties, Ltd.1470604 Ontario, Inc.Axon Electric, LLC

Formtek Machinery
(Beijing) Co., Ltd.Omega Flex LimitedCareCentric, Inc.

---

SCHEDULE 7.01

# EXISTING LIENS

| | 1. | Open-End Mortgage, Security Agreement collateral Assignment of Rents and Leases
               and Fixture Filings, dated April 16, 2004 by and between Exton Ranch, Inc. and
               Sovereign Bank.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Loan and Security Agreement, dated April 19, 2002, by and between Berks County
               Industrial Development Authority, Fleet Capital Corporation and Boyertown
               Foundry Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Liens represented by the following financing statements:
| | -- | --------------------------------------------------------

`---------------------- --------------------- ------------------ ------------------------------------
        Secured Party          Debtor                Filing No.         Collateral
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Mellon Leasing         Mestek, Inc.          31530034           4 leased forklifts
                                                     PA Dept. State
                                                     4/20/00
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Mellon Leasing         Mestek, Inc.          33720701           1 leased forklift
                                                     PA Dept. State
                                                     3/16/01
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        U.S. Bank National     Mestek, Inc.          20040264256        Continuation of a Connecticut
        Association                                  PA Dept. State     filing- Project Equipment and
                                                     3/12/04            Service Equipment as defined on
                                                                        Schedules A and B (not filed in
                                                                        PA).
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Advanced Thermal      30531619           Accounts, chattel paper, contract
        Trust                  Hydronics, Inc.       DE Sec. State      rights, general intangibles,
                                                     3/5/03             inventory, etc.
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Mazak Corp.            Advanced Thermal      181039685          One Mazak Horizontal Machining
                               Hydronics, Inc.       MD Dept. A & T     Center, with control
                                                     3/16/00
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Fleet Capital Corp.    Boyertown Foundry     36150287           Rights in a loan account with
                               Company               PA Dept. State     Chittenden Bank and certain
                                                     4/19/02            machinery and equipment purchased
                                                                        with a related note.
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Deltex Partners,      9605460            Partnership interest of the
        Trust (by assignment   Inc.                  DE Sec. State      Debtor, related distribution
        dated 1/22/97)                               2/26/96            rights and proceeds.
                                                     (cont. 1/5/01)
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Pacifica Capital       Engel Industries,     4163865            Canon Fax Machine and Digital
                               Inc.                  MO Sec. State      Copier
                                                     5/11/01
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Sovereign Bank         Exton Ranch, Inc.     41589938           All assets
                                                     DE Sec. State
                                                     5/20/04
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Formtek, Inc.         11084735           Continuation of an Illinois filing
        Trust                                        DE Sec. State      (no collateral description filed
                                                     9/4/01             in DE).
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Formtek Cleveland,    OH00060832106      Accounts, general intangibles,
        Trust                  Inc.                  OH Sec. State      equipment, instruments, etc.
                                                     3/10/03
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Secured Party          Debtor                Filing No.         Collateral
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Trumpf, Inc.           Formtek Cleveland,    OH00070704864      One Trumpf TLF 3200 laser system
                               Inc.                  OH Sec. State      with equipment.
                                                     11/14/03
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Trumpf, Inc.           Formtek Cleveland,    OH00073695008      One Trumpf TLF 1500 laser system
                               Inc.                  OH Sec. State      with equipment.
                                                     2/9/04
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Gentex Partners,      9600029645         Partnership interest of the
        Trust (by assignment   Inc.                  TX Sec. State      Debtor, related distribution
        dated 1/15/97)                               2/20/96            rights and proceeds.
                                                     (Cont. 1/5/01)
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Lexington Business     Hill Engineering,     4014897            Accounts, chattel paper, letter of
        Trust                  Inc.                  IL Sec. State      credit rights, health care
                                                     4/2/99             insurance proceeds, inventory,
                                                     (Cont. 2/13/04)    equipment, instruments and general
                                                                        intangibles.
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        MC Machinery Systems   Hill Engineering,     4403908            One Mitsubishi brand EDM system
                               Inc.                  IL Sec. State      model, One dual deionizer, and 1
                                                     6/22/01            ID clamping kit (leased).
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Mestek, Inc.           Met-Coil Systems,     30046469           Accounts, chattel paper, letter of
                               LLC                   DE Sec. State      credit rights, health care
                                                     1/7/03             insurance proceeds, inventory,
                                                                        equipment, instruments and general
                                                                        intangibles.
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        MTC Leasing Inc.       Mestek Canada, Inc.   File #806369117    Equipment, Accounts, Other
                                                     Registration
                                                     #20040611 1445
                                                     8077 9897
                                                     Ontario Ministry
                                                     of Consumer and
                                                     Business Services
                                                     6/11/04
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        XEROX Canada Ltd.      Mestek Canada, Inc.   File #895131792    Equipment, Other
                                                     Registration #
                                                     20030605 1915
                                                     1715 1909
                                                     Ontario Ministry
                                                     of Consumer and
                                                     Business Services
                                                     6/5/03
        ---------------------- --------------------- ------------------ ------------------------------------
        ---------------------- --------------------- ------------------ ------------------------------------
        Ford Credit Canada     Mestek Canada, Inc.   File #889302798    Equipment, Other
        Leasing Company                              Registration #
                                                     20021119 1439      2003 Ford F150 Truck
                                                     1530 3449          VIN # 2FTRX17W53CA27985
                                                     Ontario Ministry
                                                     of Consumer and
                                                     Business Services
                                                     11/19/02
        ---------------------- --------------------- ------------------ ------------------------------------`

---

SCHEDULE 7.03

# EXISTING INDEBTEDNESS

| | 1. | Commercial Promissory Note dated April 16, 2004 in the principal amount of
               $3,720,000 made by Exton Ranch, Inc. to Sovereign Bank.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Note, dated April 19, 2002, by Berks County Industrial Development Authority to
               Fleet Capital Corporation for the benefit of Boyertown Foundry Company.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

SCHEDULE 10.02

# ADMINISTRATIVE
AGENTS OFFICE,CERTAIN ADDRESSES FOR NOTICES

# BORROWER:

MESTEK, INC.

260 North Elm StreetWestfield, Massachusetts
01085Attention: Stephen M. SheaTelephone: (413) 564-5762Facsimile:

Electronic Mail:
sshea@mestek.comWebsite Address: www.______________________

# ADMINISTRATIVE AGENT:

Administrative
Agents Office

(for payments and
Requests for Credit Extensions):

Bank of America, N.A. 101 N. Tyron
Street Mail Code: NC1-001-15-04 Charlotte, NC 28255-0001 Attention: Debbie Chapman
Telephone: (704) 386-9046 Facsimile: (704) 409-0026

Electronic Mail:
debbie.m.chapman@bankofamerica.comAccount No.: 136-621-225-0600Ref: Mestek

ABA# 026009593

Other Notices as Administrative
Agent:

Bank of America, N.A. Agency
Management 100 Federal Street Mail Code: MA5-100-08-05 Boston, MA 02110 Attention: Todd
Mac Neill Telephone: (617) 434-6842 Facsimile: (617) 434-0474

Electronic Mail:
todd.g.macneill@bankofamerica.com

---

`L/C ISSUER:
Standby Letters of Credit:

[Bank of America, N.A.                                            [Bank of America, N.A.
Trade Operations-Los Angeles #22621                               Trade Operations-Chicago
333 S. Beaudry Avenue, 19th Floor                                 231 South LaSalle Street
Mail Code:  CA9-703-19-23                                         Mail Code:  IL1-231-17-00
Los Angeles, CA 90017-1466                                        Chicago, Illinois  60604
Attention:      Sandra Leon                                       Attention:        Riyaz Kaka
                Vice President                                                      Vice President
                Telephone:  213.345.5231                                            Telephone:  312.923.5924
                Facsimile:  213.345.0265                                            Facsimile:  312.974.0142
                Electronic Mail:  Sandra.Leon@bankofamerica.com]                    Electronic Mail:  Riyaz Kaka@BankofAmerica.com]

Commercial Letters of Credit


[Bank of America, N.A.                                            [Bank of America, N.A.
Trade Operations-Los Angeles                                      Trade Operations-Chicago
333 S. Beaudry Avenue, 19th Floor                                 231 South LaSalle Street
Mail Code:  CA9-703-19-15                                         Mail Code:  IL1-231-17-00
Los Angeles, CA 90017-1466                                        Chicago, Illinois  60604
Attention:      Frantz Bellevue                                   Attention:        Philip Kelly
                Vice President                                                      Vice President
                Telephone:  213.345.6616                                            Telephone:  312.923.0685
                Facsimile:  213.345.9665                                            Facsimile:  312.987.6828
                Electronic Mail:                                                    Electronic Mail:
                Frantz.Bellevue@bankofamerica.com]                                  Philip.Kelly@BankofAmerica.com]


[Bank of America, N.A.
Trade Operations-Charlotte
Interstate Tower Ste
121 W  Trade Street
Mail Code:  NC1-005-21-01
Charlotte, NC  28255-0001
Attention:      Bette F. Stover
                Assistant Vice President
                Telephone:  704.386.8617
                Facsimile:  704.386.0706
                Electronic Mail:
                bette.stover@bankofamerica.com]

SWING LINE LENDER:
Bank of America, N.A.
One Independence Center
101 N. Tryon Street
Mail Code  NC1-001-15-04
Charlotte, NC 28255-0001
Attention:  Debbie Chapman
Telephone:  704-386-9046
Facsimile:  704-409-0026
Electronic Mail:  debbie.m.chapman@bankofamerica.com
Account No.:  136-621-225-0600
Ref:  Mestek
ABA# 026009593`

---

EXHIBIT A

# FORM OF COMMITTED LOAN
NOTICE

Date: ___________, _____

To: Bank of America,
N.A., as Agent

Ladies and Gentlemen:

Reference
is made to that certain Credit Agreement, dated as of October 19, 2004 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein
defined), among MESTEK, INC., a Pennsylvania corporation, (the
Borrower), the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The
undersigned hereby requests (select one):

|1. | On  (a Business Day).
|-- | ---------------------

|2. | In the amount of $.
|-- | -------------------

|3. | Comprised of . [Type of Committed Loan requested]
|-- | -------------------------------------------------

|4. | For Eurodollar Rate Loans: with an Interest Period of  months.
|-- | --------------------------------------------------------------

The
Committed Borrowing requested herein complies with the proviso to the first sentence of
Section 2.01of the Agreement.

MESTEK, INC.

---

B  1

Form of Swing Line Loan
Notice

EXHIBIT B

# FORM OF SWING LINE
LOAN NOTICE

Date: ___________, _____

Ladies and Gentlemen:

Reference
is made to that certain Credit Agreement, dated as of October 19,2004 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein
defined), among MESTEK, INC., a Pennsylvania corporation (the
Borrower), the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The
undersigned hereby requests a Swing Line Loan:

1.       
          On  (a Business Day).

2.       
          In the amount of $.

The
Swing Line Borrowing requested herein complies with the requirements of the provisos to
the first sentence of Section 2.04(a) of the Agreement.

MESTEK, INC.

---

C  2

Form of Note

EXHIBIT C

# FORM OF NOTE

FOR
VALUE RECEIVED, the undersigned (Borrower), hereby promises to pay to
_____________________ or registered assigns (Lender), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal amount of
each Loan from time to time made by the Lender to Borrower under that certain Credit
Agreement, dated as of__________________, 2004 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein
defined), among Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

Borrower
promises to pay interest on the unpaid principal amount of each Loan from the date of such
Loan until such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of
the Agreement with respect to Swing Line Loans, all payments of principal and interest
shall be made to Agent for the account of the Lender in Dollars in immediately available
funds at the Administrative Agents Office. If any amount is not paid in full when
due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the
due date thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.

This
Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence
and continuation of one or more of the Events of Default specified in the Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note and endorse
thereon the date, amount and maturity of its Loans and payments with respect thereto.

Borrower,
for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS
NOTE IS EXECUTED AS AN INSTRUMENT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

MESTEK, INC.

---

`LOANS AND PAYMENTS WITH RESPECT THERETO

                                                                              Amount of        Outstanding
                                                                             Principal or       Principal
                       Type of Loan     Amount of Loan   End of Interest    Interest Paid      Balance This
       Date                Made              Made             Period          This Date            Date        Notation Made By
-------------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------`

---

D -4

Form of Compliance
Certificate

EXHIBIT D

# FORM OF COMPLIANCE
CERTIFICATE

To: Bank of America,
N.A., as Administrative Agent

Ladies and Gentlemen:

Reference
is made to that certain Credit Agreement, dated as of October 19, 2004 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein
defined), among MESTEK, INC., a Pennsylvania corporation (Borrower),
the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender.

| | The
undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
 of Borrower, and that, as such, he/she is authorized to execute and deliver this
Certificate to Agent on the
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

behalf of Borrower, and that:

[Use
following paragraph 1 for fiscal year-end financial statements]

1.       
          Attached hereto as Schedule 1 are the year-end audited financial
          statements required by Section 6.01(a) of the Agreement for the fiscal
          year of Borrower ended as of the above date, together with the report and
          opinion of an independent certified public accountant required by such section.

[Use
following paragraph 1 for fiscal quarter-end financial statements]

1.       
          Attached hereto as Schedule 1 are the unaudited financial statements
          required by Section6.01(b) of the Agreement for the fiscal quarter of
          Borrower ended as of the above date. Such financial statements fairly present
          the financial condition, results of operations and cash flows of Borrower and
          its Subsidiaries in accordance with GAAP as at such date and for such period,
          subject only to normal year-end audit adjustments and the absence of footnotes.

2.       
          The undersigned has reviewed and is familiar with the terms of the Agreement and
          has made, or has caused to be made under his/her supervision, a detailed review
          of the transactions and condition (financial or otherwise) of Borrower during
          the accounting period covered by the attached financial statements.

3.       
          A review of the activities of Borrower during such fiscal period has been made
          under the supervision of the undersigned with a view to determining whether
          during such fiscal period Borrower performed and observed all its Obligations
          under the Loan Documents, and

[to
the best knowledge of the undersigned during such fiscal period, Borrower performed and
observed each covenant and condition of the Loan Documents applicable to it.]

[the
following covenants or conditions have not been performed or observed and the following is
a list of each such Default and its nature and status:]

4.       
          The representations and warranties of Borrower contained in Article V of
          the Agreement, and/or any representations and warranties of Borrower or any
          other Loan Party that are contained in any document furnished at any time under
          or in connection with the Loan Documents, are true and correct on and as of the
          date hereof, except to the extent that such representations and warranties
          specifically refer to an earlier date, in which case they are true and correct
          as of such earlier date, and except that for purposes of this Compliance
          Certificate, the representations and warranties contained in subsections (a) and
          (b) of Section 5.05 of the Agreement shall be deemed to refer to the most
          recent statements furnished pursuant to clauses (a) and (b), respectively, of
          Section 6.01 of the Agreement, including the statements in connection
          with which this Compliance Certificate is delivered.

5.       
          The financial covenant analyses and information set forth on Schedule 2
          attached hereto are true and accurate on and as of the date of this Certificate.

MESTEK, INC.

---

# SCHEDULE 2

# I. Section 6.12(a)
Consolidated Net Worth.

A.       
          Consolidated Net Worth at Statement Date:

|1. | Total Tangible Assets: $
|-- | ------------------------

|2. | Total Liabilities (minus non-current portion of Subordinated Liabilities): $
|-- | ----------------------------------------------------------------------------

|3. | Consolidated Net Worth (Line I.A.1 minus Line I.A.2): $
|-- | -------------------------------------------------------

B.       
          1. $_________ (Line 1.A.3): $

|2. | plus the cumulative sum of 50% of net income after income taxes (without
          subtracting losses) earned in each fiscal year end commencing 12/31/05:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

---

|3. | Minimum Required Consolidated Net Worth (I.B.1 plus I.B.2): [$]
|-- | ---------------------------------------------------------------

|C. | Excess (deficiency) for covenant compliance (Line I.A.3 minus I.B.3): $
|-- | -----------------------------------------------------------------------

# II. Section 6.12(b)
 Cash Flow Coverage Ratio.

A.       
          Cash Flow:

|1. | EBITDA: $
|-- | ---------

|2. | minus income taxes paid: $
|-- | --------------------------

|3. | minus dividends paid: ($)
|-- | -------------------------

|4. | minus capital expenditures: $
|-- | -----------------------------

|5. | plus cash increase in capital/exercise of stock option(s) (if
          applicable) $
|-- | -------------------------------------------------------------------------------------

|6. | Total Lines IIA.1 through 6 $
|-- | -----------------------------

|B. | Liabilities: $
|-- | --------------

|1. | Interest expense: $
|-- | -------------------

|2. | plus scheduled principal repayments: $
|-- | --------------------------------------

|3. | Total Line II.B.1+ Line II.B.2: $
|-- | ---------------------------------

C.       
          Cash Flow Coverage Ratio (Line II.A.5 / Line II.B.3):  to 1.00

# III. Section 6.12(c)
 Cash Flow Leverage Ratio

A.       
          Total Funded Debt $

B.       
          EBITDA $

|1. | plus charges or minus income from Met-Coil Bankruptcy $
|-- | -------------------------------------------------------

|2. | Recurring EBITDA: $
|-- | -------------------

C.       
          Ratio (Line III.A. / Line III.B.2):  to 1.00

---

E  4

Form of Assignment and
Assumption

EXHIBIT E

# ASSIGNMENT AND
ASSUMPTION

This
Assignment and Assumption (this Assignment and Assumption) is dated as
of the Effective Date set forth below and is entered into by and between [Insert name
of Assignor] (the Assignor) and [Insert name of Assignee]
(the Assignee). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (the
Credit Agreement), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.

For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by Agent as contemplated below (i) all of the
Assignors rights and obligations as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below (including,
without limitation, the Letters of Credit, the Guarantees and Swing Line Loans included in
such facilities) and any collateral securing the same, including any and all property of
the Borrower pledged pursuant to the Credit Agreement and proceeds thereof, and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the
AssignedInterest). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.

| | 3. | Borrower(s): MESTEK, INC., a Pennsylvania corporation
| | -- | -----------------------------------------------------

| | 5. | Credit Agreement: [Credit Agreement, dated as of ________, among Mestek, Inc., a
               Pennsylvania corporation, the Lenders from time to time party thereto, Bank of
               America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Assigned Interest:
| | -- | ------------------

---

`Aggregate
                                         Amount of                      Amount of                   Percentage
                                      Commitment/Loans               Commitment/Loans               Assigned of
      Facility Assigned               for all Lenders*                  Assigned*                Commitment/Loans
==============================

------------------------------ ------------------------------- ----------------------------- --------------------------
------------------------------ ------------------------------- ----------------------------- --------------------------
        _____________                $________________              $________________             ______________%
------------------------------ ------------------------------- ----------------------------- --------------------------
------------------------------ ------------------------------- ----------------------------- --------------------------
        _____________                $________________              $________________             ______________%
------------------------------ ------------------------------- ----------------------------- --------------------------
------------------------------ ------------------------------- ----------------------------- --------------------------
        _____________                $________________              $________________             ______________%
------------------------------ ------------------------------- ----------------------------- --------------------------`

# [7. Trade Date:
__________________]

Effective Date: __________________,
20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this
Assignment and Assumption are hereby agreed to:

ASSIGNOR

# [NAME OF ASSIGNOR]

# ASSIGNEE[NAME OF
ASSIGNEE]

[Consented to and] Accepted:

Administrative
Agent

# [Consented to:]

---

STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND
ASSUMPTION

1.       
          Representations and Warranties.

1.1.       
          Assignor. The Assignor (a) represents and warrants that (i) it is the
          legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
          is free and clear of any lien, encumbrance or other adverse claim and (iii) it
          has full power and authority, and has taken all action necessary, to execute and
          deliver this Assignment and Assumption and to consummate the transactions
          contemplated hereby; and (b) assumes no responsibility with respect to (i) any
          statements, warranties or representations made in or in connection with the
          Credit Agreement or any other Loan Document (unless actually known by Assignor
          to be false or misleading in any material respect), (ii) the execution,
          legality, validity, enforceability, genuineness, sufficiency or value of the
          Loan Documents or any collateral thereunder, (iii) the financial condition of
          Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
          respect of any Loan Document or (iv) the performance or observance by Borrower,
          any of its Subsidiaries or Affiliates or any other Person of any of their
          respective obligations under any Loan Document.

1.2.       
          Assignee. The Assignee (a) represents and warrants that (i) it has full
          power and authority, and has taken all action necessary, to execute and deliver
          this Assignment and Assumption and to consummate the transactions contemplated
          hereby and to become a Lender under the Credit Agreement, (ii) it meets all
          requirements of an Eligible Assignee under the Credit Agreement (subject to
          receipt of such consents as may be required under the Credit Agreement), (iii)
          from and after the Effective Date, it shall be bound by the provisions of the
          Credit Agreement as a Lender thereunder and, to the extent of the Assigned
          Interest, shall have the obligations of a Lender thereunder, (iv) it has
          received a copy of the Credit Agreement, together with copies of the most recent
          financial statements delivered pursuant to Section 6.01 thereof, as applicable,
          and such other documents and information as it has deemed appropriate to make
          its own credit analysis and decision to enter into this Assignment and
          Assumption and to purchase the Assigned Interest on the basis of which it has
          made such analysis and decision independently and without reliance on Agent or
          any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
          documentation required to be delivered by it pursuant to the terms of the Credit
          Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
          it will, independently and without reliance on Agent, the Assignor or any other
          Lender, and based on such documents and information as it shall deem appropriate
          at the time, continue to make its own credit decisions in taking or not taking
          action under the Loan Documents, and (ii) it will perform in accordance with
          their terms all of the obligations which by the terms of the Loan Documents are
          required to be performed by it as a Lender.

2.       
          Payments. From and after the Effective Date, Agent shall make all
          payments in respect of the Assigned Interest (including payments of principal,
          interest, fees and other amounts) to the Assignor for amounts which have accrued
          to but excluding the Effective Date and to the Assignee for amounts which have
          accrued from and after the Effective Date.

3.       
          General Provisions. This Assignment and Assumption shall be binding upon,
          and inure to the benefit of, the parties hereto and their respective successors
          and assigns. This Assignment and Assumption may be executed in any number of
          counterparts, which together shall constitute one instrument. Delivery of an
          executed counterpart of a signature page of this Assignment and Assumption by
          telecopy shall be effective as delivery of a manually executed counterpart of
          this Assignment and Assumption. This Assignment and Assumption shall be governed
          by, and construed in accordance with, the law of the Commonwealth of
          Massachusetts.