FIFTH
AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT

     

    FIFTH
AMENDMENT, CONSENT AND WAIVER, dated as of October 24, 2008 (this “Amendment”), to the
Credit Agreement referred to below by and among MEASUREMENT SPECIALTIES, INC., a
New Jersey corporation (“Borrower”); the other
parties signatory thereto as US Credit Parties; the Lenders party thereto (the
“Lenders”);
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”),
JPMORGAN CHASE BANK, N.A., as Documentation Agent (the “Documentation
Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as agent for the Lenders (in such capacity, “Agent”).

     

    WITNESSETH

     

    WHEREAS, Borrower, the other
US Credit Parties signatory thereto, Lenders, Syndication Agent, Administrative
Agent, and Agent are parties to that certain Amended and Restated Credit
Agreement, dated as of April 3, 2006 (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Credit
Agreement”);

     

    WHEREAS, Borrower is in
default of a certain covenant and Borrower, Agent and Requisite Lenders have
agreed to waive such default in the manner, and on the terms and conditions,
provided for herein;

     

    WHEREAS, Borrower has notified
Agent that Borrower desires to form a new Subsidiary named MEAS US LLC, which
Subsidiary shall be a Delaware limited liability company (“Newco”);

     

    WHEREAS, Borrower has notified
Agent that Borrower desires to effect the transfer by YSIS of its ownership
interests in Nikkiso-YSI Co. Ltd. (the “Nikkiso-YSI Ownership
Interests”), a company organized under the laws of Japan (“Nikkiso-YSI”), to
MEAS Europe SAS, a company organized under the laws of France (“MEAS Europe”),
pursuant to the following series of transactions: (i) YSIS shall merge with and
into Newco, with Newco being the surviving entity in such merger, (ii) Newco
shall transfer the Nikkiso-YSI Ownership Interests to Borrower, (iii) Borrower
shall transfer the Nikkiso-YSI Ownership Interests to Intermediate Holdings,
(iv) Intermediate Holdings shall transfer the Nikkiso-YSI Ownership Interests to
Kenabell Holdings, (v) Kenabell Holdings shall transfer the Nikkiso-YSI
Ownership Interests to Acalon Holdings Ltd. and (vi) Acalon Holdings Ltd. shall
transfer the Nikkiso-YSI Ownership Interests to MEAS Europe (clauses (ii)
through (vi) above hereinafter referred to as, collectively, the “Transfer of Nikkiso-YSI
Ownership Interests”); and

     

    WHEREAS, Borrower, Agent and
Requisite Lenders have agreed to amend the Credit Agreement in the manner, and
on the terms and conditions, provided for herein.

     

    NOW THEREFORE, in
consideration of the premises and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, Borrower,
Agent and Requisite Lenders hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.           
 Definitions.  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement or Annex A thereto, in
each case, as amended hereby.

     

    2.            
Default
Waiver.  Agent and Requisite Lenders hereby waive, as of the
Effective Date (as hereinafter defined) the Event of Default under Section 8.1(b) of the
Credit Agreement resulting solely from the investment by YSIS, in March 2008, in
Nikkiso-YSI in contravention of Section 6.2 of the
Credit Agreement (the “Specified Event of
Default”).

     

    3.            
Consents.  As
of the Effective Date, Agent and Requisite Lenders hereby consent to (a) the
formation of Newco, and (b) the consummation of the Transfer of Nikkiso-YSI
Ownership Interests.

     

    4.            
Amendment to Section
6.7 of the Credit Agreement.  As of the Effective Date, Section 6.7 of
the Credit Agreement is hereby amended by deleting “and” found immediately
before clause (d) thereof, and inserting at the end of such clause (d) the
following

     

    “, and
(e) licenses and sublicenses of Intellectual Property to the extent permitted in
Section 6.8
(e).”

     

    5.            
Amendment to Section
6.8 of the Credit Agreement.  As of the Effective Date, Section 6.8 of
the Credit Agreement is hereby amended and restated in its entirety read as
follows:

     

    “6.8           Sale of Stock and
Assets.  No Credit Party shall sell, transfer, convey, assign,
license or otherwise dispose of any of its properties or other assets, including
the Stock of any of its Subsidiaries (whether in a public or a private offering
or otherwise) or any of its Accounts, other than:  (a) the sale of
Inventory in the ordinary course of business, (b) the sale, transfer, conveyance
or other disposition by a Credit Party of Equipment, Fixtures or Real Estate
that are obsolete, (c) the sale, transfer, conveyance or other disposition by a
Credit Party of Equipment, Fixtures or Real Estate having a value not exceeding
$500,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal
Year, (d) transfers contemplated under the BetaTHERM Reorganization, (e) (i)
non-exclusive licenses of Intellectual Property to third parties (other than any
Credit Party), and (ii) exclusive and
non-exclusive licenses of Intellectual Property to another Credit Party
(including the Technology License Agreement in form and substance satisfactory
to Agent), provided that, in the case of the foregoing clauses (e)(i) and
(e)(ii), such license (and any amendment, supplement or other modification
thereof) (A) is entered into in the ordinary course of business and consistent
with past practice (and, with respect to exclusive licenses only, a duly
executed copy thereof shall have been provided to Agent promptly after execution
thereof), (B) does not involve the sale, or
transfer of title or ownership of Intellectual Property or other assets of
Borrower or any Credit Party, or any filing or registration with any
Governmental Authority other than for informational filings that do not
impact the licensor’s title and rights under the license or create an
encumbrance, and (C) does not restrict the use of any Intellectual
Property that would prevent any Credit Party, as licensor thereof, from selling,
transferring, encumbering or otherwise disposing of any such Intellectual
Property, provided further that, in the case of the foregoing clause (e)(ii), such
license (and any amendment, supplement or other modification thereof) (X)
contains an enforceable subordination provision in the form set forth on Exhibit 6.8(e), or
such other subordination provisions as are acceptable to Agent, and (Y)
prohibits the sub-license or other transfer by the licensee of the license or
any of the licensee’s interests in the Intellectual Property to any third party
that is not a Credit Party, except pursuant to a license with such third party
permitted in accordance with clause (e)(i) hereof.  With respect to
any disposition of assets or other properties permitted pursuant to clauses (b)
and (c) above, subject to Section 1.3(b),
Agent agrees on reasonable prior written notice to release its Lien on such
assets or other properties in order to permit the applicable Credit Party to
effect such disposition and shall execute and deliver to Borrower, at Borrower’s
expense, appropriate UCC-3 termination statements and other releases as
reasonably requested by Borrower.”

     

    
      
        
        

      

      
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    6.          
  Amendments
to Annex A of the Credit Agreement.  As of the Effective Date,
Annex A of the
Credit Agreement is hereby amended by inserting the following new definitions in
alphabetical order therein:

     

    “MSI China” means
Measurement Specialties (China) Ltd., a company organized under the laws of the
People’s Republic of China.

     

    “Technology License
Agreement” means that certain Technology License Agreement dated on or
about October 28, 2008 between Borrower and MSI China, pursuant to which
Borrower licenses to MSI China certain technology for the purpose of
manufacturing, assembling, testing, installing, marketing and selling certain
products.

     

    7.          
  Exhibit to
Credit Agreement.  As of the Effective Date, the Credit
Agreement is hereby amended by inserting a new exhibit, Exhibit 6.8(e), as
provided in Exhibit
A attached hereto.

     

    8.         
   Covenants.  Borrower
and each US Credit Party hereby jointly and severally covenants and agrees to
deliver to Agent (a) on or prior to October 31, 2008, the agreements, documents
and instruments, each in form and substance satisfactory to Agent, set forth on
Schedule I
hereto, (b) within ninety (90) days of the Effective Date, an updated Schedule 3.15 to the
Credit Agreement listing each Patent, Trademark, Copyright and License and (c)
within ten (10) days of the execution by Borrower and MSI China of the
Technology License Agreement and any amendments thereto, a copy
thereof.

     

    9.          
  Remedies.  This
Amendment shall constitute a Loan Document.  The breach by any Credit
Party of any representation, warranty, covenant or agreement in this Amendment
(including, without limitation, any failure to satisfy the requirements of Section 8 hereof)
shall constitute an immediate Event of Default hereunder and under the other
Loan Documents.

    


    
      
        
        

      

      
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    10.           Representations and
Warranties.  To induce Agent and Lenders to enter into this
Amendment, Borrower makes the following representations and warranties to Agent
and Lenders:

     

    (a)           The
execution, delivery and performance of this Amendment and the performance of the
Credit Agreement as amended by this Amendment (the “Amended Credit
Agreement”) (i) by each US Credit Party, are within such US Credit
Party’s organizational power; (ii) by each US Credit Party have been duly
authorized by such US Credit Party by all necessary or proper organizational and
shareholder or membership action; (iii) do not contravene any provision of any
US Credit Party’s charter or bylaws or equivalent organizational or other
constituent documents; (iv) do not violate any law or regulation, or any order
or decree of any court or Governmental Authority; (v) do not conflict with or
result in the breach or termination of, constitute a default under or accelerate
or permit the acceleration of any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which any US
Credit Party is a party or by which any US Credit Party or any of its property
is bound; (vi) do not result in the creation or imposition of any Lien upon any
of the property of any US Credit Party other than those in favor of Agent, on
behalf of itself and the Lenders, pursuant to the Loan Documents; and (vii) do
not require the consent or approval of any Governmental Authority or any other
Person.

     

    (b)           This
Amendment has been duly executed and delivered by or on behalf of Borrower and
each other US Credit Party.

     

    (c)           Each
of this Amendment, the Amended Credit Agreement and the other Loan Documents
constitutes a legal, valid and binding obligation of Borrower and each of the
other US Credit Parties party hereto or thereto, enforceable against each in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

     

    (d)           After
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

     

    (e)           No
action, claim or proceeding is now pending or, to the knowledge of any US Credit
Party, threatened against Borrower or any other Credit Party, at law, in equity
or otherwise, before any court, board, commission, agency or instrumentality of
any federal, state, or local government or of any agency or subdivision thereof,
or before any arbitrator or panel of arbitrators, which (i) challenges
Borrower’s or, to the extent applicable, any other Credit Party’s right, power,
or competence to enter into this Amendment or perform any of their respective
obligations under this Amendment, the Amended Credit Agreement or any other Loan
Document, or the validity or enforceability of this Amendment, the Amended
Credit Agreement or any other Loan Document or any action taken under this
Amendment, the Amended Credit Agreement or any other Loan Document or (ii) if
determined adversely, is reasonably likely to have or result in a Material
Adverse Effect.  To the knowledge of Borrower, there does not exist a
state of facts which is reasonably likely to give rise to such
proceedings.

     

    
      
        
        

      

      
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    (f)           After
giving effect to this Amendment, the representations and warranties of Borrower
and the other Credit Parties contained in the Amended Credit Agreement and each
other Loan Document are true and correct on and as of the Effective Date with
the same effect as if such representations and warranties had been made on and
as of such date, except that any such representation or warranty which is
expressly made only as of a specified date need be true only as of such
date.

     

    11.           No Other
Amendments/Consents/Waivers.

     

    (a)           Except
as expressly provided for, and on the terms and conditions set forth, herein,
the Credit Agreement and the other Loan Documents shall be unmodified and shall
continue to be in full force and effect in accordance with their
terms

     

    (b)           In
addition, this Amendment shall not be deemed a waiver of (i) any term or
condition of any Loan Document, (ii) any Default or Event of Default (other than
the Specified Event of Default) which may now exist or which may occur after the
date hereof, or (iii) any right, remedy, power or privilege which the Agent or
any Lender may now or in the future have in connection with any such Default or
Event of Default under the Loan Documents, at law, in equity or
otherwise.  Agent and Lenders do hereby expressly reserve all rights,
remedies, powers and privileges under the Loan Documents, at law, in equity or
otherwise, in connection with any such Default or Event of
Default.  Nothing in this Amendment shall obligate the Agent or any
Lender to waive any existing or future Default or Event of Default (whether
similar or otherwise) except for the Specified Event of Default.  The
Credit Agreement and all other Loan Documents are hereby in all respects
ratified and confirmed.

     

    12.           Continuation of Obligations
and Liens.  Each of the Borrower and the other US Credit
Parties hereby acknowledges, agrees and affirms (a) its obligations under the
Credit Agreement and the other Loan Documents, including, without limitation,
its guaranty obligations thereunder, (b) that such guaranty shall apply to all
Obligations, (c) the grant of the security interest in all of its assets
pursuant to the Loan Documents and (d) that such liens and security interests
created and granted are valid and continuing and secure all the
Obligations.

     

    13.           Outstanding Indebtedness;
Waiver of Claims.  Each of Borrower and the other US Credit
Parties hereby acknowledges and agrees that as of October 24, 2008 the aggregate
outstanding principal amount of the Revolving Loan is $56,714,398.91 and the
aggregate outstanding principal amount of the Term Loan is $15,000,000,
respectively, and that such principal amounts are payable pursuant to the Credit
Agreement without defense, offset, withholding, counterclaim or deduction of any
kind.  Borrower and each other US Credit Party hereby waives,
releases, remises and forever discharges Agent, Lenders and each other
Indemnified Person from any and all claims, suits, actions, investigations,
proceedings or demands, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law of any kind
or character, known or unknown, which Borrower or any other Credit Party ever
had, now has or might hereafter have against Agent or any Lender which relates,
directly or indirectly, to any acts or omissions of Agent, Lenders or any other
Indemnified Person on or prior to the Effective Date.

     

    
      
        
        

      

      
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    14.           Fees and
Expenses.

     

    (a)           Amendment
Fee.  Borrower hereby agrees to pay Agent, for the ratable
benefit of Lenders, an amendment fee in an amount equal to .0004% of the
Commitments (the “Amendment Fee”),
which shall be fully earned, due and payable in immediately available funds on
the Effective Date.

     

    (b)           Expenses.  Each
of Borrower and the other US Credit Parties hereby reconfirms its respective
obligations pursuant to Sections 1.9 and
11.3 of the
Credit Agreement and pursuant to the GE Capital Fee Letter, to pay and reimburse
Agent, for Agents and Lenders, for all reasonable costs and expenses (including,
without limitation, reasonable fees of counsel) incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and all other
documents and instruments delivered in connection herewith.

     

    15.           Effectiveness.  This
Amendment shall become effective as of the date first set forth above (the
“Effective
Date”) only upon satisfaction in full in the judgment of Agent of each of
the following conditions on or prior to October 31, 2008:

     

    (a)           Amendment.  Agent
shall have received five (5) original copies of this Amendment duly executed and
delivered by Agent, the Requisite Lenders and Borrower and acknowledged and
agreed to by each of the other US Credit Parties.

     

    (b)           Payment of Fees and
Expenses.  Borrower shall have paid to Agent (i) all costs,
fees and expenses owing in connection with this Amendment and the other Loan
Documents and due to Agent and/or Lenders (including, without limitation, all
reasonable legal fees and expenses referenced in Section 14(b) hereof)
and (ii) the Amendment Fee.

     

    (c)           Representations and
Warranties.  The representations and warranties of or on behalf
of the Credit Parties in this Amendment shall be true and correct on and as of
the Effective Date.

     

    16.           GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    17.           Counterparts.  This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  This Amendment may be
executed and delivered by telecopier or other method of electronic transmission
with the same force and effect as if it were a manually executed and delivered
counterpart.

     

    [SIGNATURE
PAGES FOLLOW]

    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.

     

    
      
        
          
            	
                    BORROWER

                  
	 
      
	
                    MEASUREMENT
      SPECIALTIES, INC.

                  
	 
	
                    By:

                  	
                    /S/  Mark Thomson

                  
	
                    Name:

                  	
                      
      Mark Thomson

                  
	
                    Title:

                  	
                      
      Chief Financial
Officer

                  


          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	
                AGENT
      AND LENDERS

              
	 
      
	
                GENERAL
      ELECTRIC CAPITAL

              
	
                CORPORATION,

              
	
                as
      Agent and Lender

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                Duly
      Authorized Signatory

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          	
                  WACHOVIA
      BANK, NATIONAL

                  ASSOCIATION,

                
	
                  as
      Syndication Agent and Lender

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            	
                    CoLTS 2005-1 LTD., as
      Lender

                  
	 
      
	 
      
	
                    By:
      Wachovia Bank, National Association, as

                    Servicer

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                  JPMORGAN
      CHASE BANK, N.A., as

                  Documentation
      Agent and Lender

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            	
                    BANK OF AMERICA, N.A.,
      as Lender

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                  ROYAL BANK OF CANADA, as
      Lender

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

    

    The
undersigned US Credit Parties hereby (i) acknowledge this Amendment and
(ii) confirm and agree that their obligations under their respective
Collateral Documents shall continue without any diminution thereof and shall
remain in full force and effect with respect to the Obligations as increased
hereby on and after the effectiveness of this Amendment.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  ACKNOWLEDGED,
      CONSENTED and

                                                                                
	
                                                                                  AGREED
      to as of the date first written above.

                                                                                
	 
      
	
                                                                                  US
      CREDIT PARTIES

                                                                                
	 
      
	
                                                                                  IC
      SENSORS INC.

                                                                                
	 
      
	 
      
	
                                                                                  By:

                                                                                	
                                                                                  /S/  Mark Thomson

                                                                                
	
                                                                                  Name:   Mark
      Thomson

                                                                                
	
                                                                                  Title:     Chief
      Financial Officer

                                                                                
	 
      
	
                                                                                  ELEKON
      INDUSTRIES USA, INC.

                                                                                
	 
      	 
      
	 
      	 
      
	
                                                                                  By:

                                                                                	
                                                                                  /S/  Mark Thomson

                                                                                
	
                                                                                  Name:   Mark
      Thomson

                                                                                
	
                                                                                  Title:     Chief
      Financial Officer

                                                                                
	 
      
	 
      
	
                                                                                  ENTRAN
      DEVICES LLC

                                                                                
	 
      
	
                                                                                  By:  Measurement
      Specialties, Inc.

                                                                                
	
                                                                                  As
      sole Member and sole Manager

                                                                                
	 
	 
      
	
                                                                                  By:

                                                                                	
                                                                                  /S/  Mark Thomson

                                                                                
	
                                                                                  Name:   Mark
      Thomson

                                                                                
	
                                                                                  Title:     Chief
      Financial
Officer

                                                                                


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    MEASUREMENT
      SPECIALTIES FOREIGN

                                  
	
                                    HOLDINGS
      CORPORATION

                                  
	 
      
	 
	
                                    By: 

                                  	
                                    /S/ Mark Thomson

                                  
	
                                    Name:  Mark
      Thomson

                                  
	
                                    Title:    Chief
      Financial Officer

                                  
	 
      
	 
	
                                    BETATHERM
      USA, LLC

                                  
	 
	
                                    By:  Measurement
      Specialties Foreign Holdings Corporation

                                  
	
                                    As
      sole Member

                                  
	 
	 
	
                                    By: 

                                  	
                                    /S/ Mark Thomson

                                  
	
                                    Name:  Mark
      Thomson

                                  
	
                                    Title:    Chief
      Financial Officer

                                  
	 
      
	 
      
	
                                    YSIS
      INCORPORATED

                                  
	 
	 
      
	
                                    By: 

                                  	
                                    /S/ Mark Thomson

                                  
	
                                    Name:  Mark
      Thomson

                                  
	
                                    Title:    Chief
      Financial
Officer

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
I

     

    (a)           Joinder.  A
joinder agreement duly executed by Newco pursuant to which, inter alia, Newco joins the
Credit Agreement and the other Loan Documents as a Credit Party.

     

    (b)           Guaranty.  A
counterpart to the Guaranty duly executed by Newco, and all documents,
instruments and agreements executed pursuant thereto.

     

    (c)           Security
Agreement.  A counterpart to the Security Agreement duly
executed by Newco, and all documents, instruments and agreements executed
pursuant thereto (including, without limitation, general powers of attorney
executed by Newco).

     

    (d)           Pledge
Agreement.  (i) A counterpart to the Pledge Agreement duly
executed by Newco, and all documents, instruments and agreements executed
pursuant thereto and (ii) a Pledge Amendment duly executed by Borrower, pursuant
to which Borrower has pledged all the issued and outstanding Stock of Newco,
together with share certificates, if any, representing all of the outstanding
Stock of Newco being pledged pursuant to such Pledge Amendment and stock powers
for such share certificates executed in blank.

     

    (e)           Intellectual Property
Security Agreement.  Counterpart to the Intellectual Property
Security Agreement duly executed by Newco, together with all instruments,
documents and agreements executed pursuant thereto.

     

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

     

    (g)           Schedules.  Updated
Schedules to the Credit Agreement and such other Loan Documents as may be
required in connection with the joinder of Newco, to reflect the joinder of
Newco to such agreements, in form and substance satisfactory to
Agent.

     

    (h)           Organizational Documents and
Good Standing.  A copy of Newco’s (i) current organizational
documents and all amendments thereto and (ii) certificates of qualification to
conduct business in each jurisdiction where its ownership or lease of property
or the conduct of its business requires such qualification, each dated a recent
date and certified by the applicable authorized Governmental
Authority.

     

    (i)           Resolutions.  A
copy of resolutions of Borrower, as the sole member of Newco, approving and
authorizing the execution, delivery and performance of the Loan Documents to
which Newco is, or will be a party and the transactions to be consummated in
connection therewith certified by an authorized officer of Borrower as being in
full force and effect without any modification or amendment as the date of
joinder of Newco to the Credit Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j)           Opinion of
Counsel.  Legal opinions of counsel acceptable to Agent, which
shall provide (subject to customary qualifications and exceptions) that (i)
Newco has duly authorized, executed and delivered each joinder or other
ascension to the Loan Documents to which it is a party, and are enforceable
against Newco and (ii) such other opinions as Agent may reasonably request, all
in form and substance satisfactory to Agent.

     

    (k)           Other
Documents.  Such other certificates, documents and agreements
with respect to Newco as Agent may, in its reasonable discretion,
request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    EXHIBIT
6.8(e)

    to

    CREDIT
AGREEMENT
 

    Subordination
Provision

    


    This Agreement and all
of Licensee's interest hereunder shall be subject, subordinated and
inferior to any security interest or lien in or on the intellectual property or
technology the subject of this Agreement securing any indebtedness or other
obligations under any revolving credit facility, term loan facility, committed
facility, letter of credit facility, loan facility, note facility, debt issuance
or other financing arrangement provided to Licensor, in every case, as may be
modified from time to time, and any refinancing or replacement thereof in whole
or in part.  Upon any sale, license, assignment, transfer or other
disposition of any intellectual property or technology, which is the subject of
this Agreement, under such financing arrangement or in connection with the
exercise of rights and remedies by, or with the consent of, the lenders
thereunder, such disposition of such intellectual property or technology shall
be free and clear of this Agreement and all rights of Licensee hereunder and
this Agreement shall terminate and be of no further force and
effect.  The agent, trustee and lenders in connection with any such
financing arrangement shall be third party beneficiaries of this paragraph,
which shall not be amended without their express written consent.