SIXTH
AMENDMENT AND CONSENT TO CREDIT AGREEMENT

     

     SIXTH
AMENDMENT AND CONSENT, dated as of January 29, 2009 (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”);
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.           Consent.  Notwithstanding
anything to the contrary contained in Section 6.8(e)(i) of
the Credit Agreement, Agent and Requisite Lenders hereby consent, as of the
Effective Date (as hereinafter defined), to the execution by Borrower of that
certain Exclusive License Agreement between Borrower and Medtor LLC,
substantially in the form attached hereto as Exhibit A (the “Medtor License
Agreement”); provided that, the
Medtor License Agreement (and any amendment, supplement or other modification
thereof) (a) is entered into in the ordinary course of business, consistent with
past practice and 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.

     

    3.           Amendment to Section 6.1(v)
of the Credit Agreement.  Section 6.1(v) of the
Credit Agreement is hereby amended as of the Effective Date by amending and
restating such Section
6.1(v) in its entirety as follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “(v)           the
purchase price and all other amounts payable by the Credit Parties in connection
with any Permitted Acquisitions, including all transaction costs and Loans made
hereunder related thereto, shall not exceed $40,000,000 (the “Acquisition Cap”) in
the aggregate in any Fiscal Year (and, with respect to any Permitted Acquisition
by a Foreign Subsidiary of Borrower, such purchase price shall be paid from all
cash and cash equivalents (other than cash and cash equivalents used for working
capital purposes in an aggregate amount reasonably acceptable to Agent and
Borrower prior to the consummation of such Permitted Acquisition) of such
Foreign Subsidiary prior to use of cash and cash equivalents of the Borrower and
its Domestic Subsidiaries);”

     

    4.           Amendment to Section 6.14 of
the Credit Agreement.  Section 6.14 of the
Credit Agreement is hereby amended as of the Effective Date by amending and
restating such Section
6.14 in its entirety as follows:

     

    “6.14
 Restricted
Payments.  No Credit Party shall make any Restricted Payment,
except (a) intercompany loans and advances between Borrower and its
Subsidiaries to the extent permitted by Section 6.3,
(b) dividends and distributions by Subsidiaries of Borrower paid to
Borrower, (c) employee loans permitted under Section 6.2(g), (d)
payments of principal of and interest on Intercompany Notes issued in accordance
with Section
6.3; provided that with
respect to payments by Borrower or any U.S. Credit Party to any Foreign
Subsidiary in respect of intercompany Indebtedness owed by Borrower or such US
Credit Party to any Foreign Subsidiary (i) no Default or Event of Default would
occur and be continuing after giving effect to any such payment, and (ii)
Borrower shall have Borrowing Availability of not less than $2,000,000 after
giving effect to any such payment, (e) payments of principal of and
interest on Subordinated Debt to the extent expressly permitted under the
subordination provisions and agreements relating thereto, and (f) repurchase or
redemption by Borrower of its Stock in an aggregate amount not exceeding
$1,000,000 in any Fiscal Year and not exceeding $4,000,000 after the Closing
Date.  In addition, no US Credit Party shall make any payment in
respect of any intercompany trade payables owing by such US Credit Party to any
Foreign Subsidiary unless: (i) no Default or Event of Default would occur and be
continuing after giving effect to any such payment, and (ii) Borrower shall have
Borrowing Availability of not less than $2,000,000 after giving effect to any
such payment; provided, however,
that the conditions set forth in clauses (i) and (ii) above shall not apply if
Borrower can demonstrate to Agent’s reasonable satisfaction, that the
non-payment of an intercompany trade payable would cause adverse tax
consequences to Borrower or such US Credit Party.”

     

    5.           Amendments to Annex A of the
Credit Agreement.  As of the Effective Date, the definition of
“EBITDA” set
forth in Annex
A of the Credit Agreement is hereby amended by renumbering clause (c)(vi)
to be clause (c)(viii) and by inserting immediately prior to such renumbered
clause (c)(viii) the following:

     

    “(vi) for
the Fiscal Quarters ending December 31, 2008 and March 31, 2009 the following
one-time charges associated with the severance of certain employees of Borrower,
in amounts of up to $300,635 and $211,852 respectively; and (vii) for the Fiscal
Month ending December 31, 2008 and the Fiscal Quarter ending March 31, 2009 the
following one-time costs associated with the relocation of MEAS China Ltd. to
the new 230,000 square foot Greenfield facility located in Shenzhen, People’s
Republic of China, in amounts of up to $122,725 and $339,103
respectively,”


    
      
         


      

      
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    6.           Covenants.  Borrower
and each US Credit Party hereby jointly and severally covenants and agrees to
deliver to Agent, each in form and substance reasonably satisfactory to Agent
(unless Agent shall otherwise agree in its reasonable discretion) documentation
as set forth on Schedule I hereto
evidencing that Borrower or such US Credit Party shall have taken or caused
other Persons to take the actions described on Schedule I hereto, as
soon as possible, but in any event prior to the dates set forth on Schedule I hereto (or
such later dates as may be agreed to by Agent in its reasonable
discretion).

     

    7.           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 6 hereof
and Schedule I
hereto) shall constitute an immediate Event of Default hereunder and under the
other Loan Documents.

     

    8.           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).


    
      
         


      

      
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    (d)           No
Default or Event of Default has occurred and is continuing both immediately
prior to and after giving effect to this Amendment.

     

    (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.

     

    (f)           The
Atexis China Property (as defined in Schedule I attached
hereto) has been re-zoned for industrial use in accordance with applicable
Chinese law.

     

    (g)           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.

     

    9.           No Other
Amendments/Consents/Waivers.  Except as expressly provided
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.  In addition, except as specifically provided herein, this
Amendment shall not be deemed a waiver of any term or condition of any Loan
Document and shall not be deemed to prejudice any right or rights which Agent,
for itself and Lenders, may now have or may have in the future under or in
connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.

     

    10.       
 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.


    
      
         


      

      
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    11.           Outstanding Indebtedness;
Waiver of Claims.  Each of Borrower and the other US Credit
Parties hereby acknowledges and agrees that as of January [___], 2009 the
aggregate outstanding principal amount of the Revolving Loan is $[___________]
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.

     

    12.           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.

     

    13.           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 January [__], 2009:

     

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

     

    (b)           Payment of
Expenses.  Borrower shall have paid to Agent 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 12
hereof).

     

    (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.

     

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

     

    15.           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:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                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:

                        	 
      	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	
                          ELEKON
      INDUSTRIES USA, INC.

                        	 
      
	 
      	 
      
	
                          By:

                        	 
      	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	
                          ENTRAN
      DEVICES LLC

                        	 
      
	 
      	 
      
	
                          By:  Measurement
      Specialties, Inc.

                        	 
      
	
                          As
      sole Member and sole Manager

                        	 
      
	 
      	 
      
	
                          By:

                        	 
      	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    MEASUREMENT
      SPECIALTIES FOREIGN

                  	 
      
	
                    HOLDINGS
      CORPORATION

                  	 
      
	 
      	 
      
	
                    By:

                  	 
      	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      
	 
      	 
      
	
                    BETATHERM
      USA, LLC

                  	 
      
	 
      	 
      
	
                    By:  Measurement
      Specialties Foreign Holdings Corporation As sole Member

                  	 
      
	 
      	 
      
	
                    By:

                  	 
      	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      
	 
      	 
      
	
                    YSIS
      INCORPORATED

                  	 
      
	 
      	 
      
	
                    By:

                  	 
      	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

     

    [Exclusive
License Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
I

     

    Reference is hereby made to (a) the
acquisition by MEAS Europe, a French société par actions
simplifiée registered in France under number 311 711 808 RCS Toulouse, and whose
registered office is located at 105 Avenue du Général Eisenhower, BP 1036, 31023
Toulouse Cedex, France (“MEAS France”) of 100%
of the capital stock of Atexis, a French societe par actions simplifee
incorporated under the laws of France under number 409 260 791 Meaux (the “Atexis Acquisition”);
(b) the acquisition by MEAS France of (i) 25% of the capital stock of ALS, a
French societe par actions
simplifee incorporated under the laws of France under number 453 979 502
RCS Dreux, (ii) 80% of the capital stock of FGP Instrumentation (“FGP”), a French societe anonyme registered in
France under number 304 603 145 RCS Versailles, and (iii) 100% of the capital
stock of GS Sensors, a French societe par actions simplifee
incorporated under the laws of France under number 414 200 972 RCS Versailles
(collectively, the “GS
Acquisition”), and (c) that certain December 2008 Environmental Review
prepared for the Borrower by ENVIRON UK Ltd. with respect  to the
Atexis France Property, the Atexis China Property, the ALS Property and the FGP
Property, such report containing in more detail the environmental issues and
remedial measures described below.

     

    1.           With
respect to the real property located at 48, Rue de Frégy, 77610
Fontenay-Trésigny, France (the “Atexis France
Propery”) MEAS France and the management of Atexis shall:

     

    (a)           within
nine months of the date of the consummation of the Atexis Acquisition, make a
formal request for the landlord of the Atexis France Property to cause a
qualified individual to carry out an asbestos survey and create and maintain an
asbestos technical file at the Atexis France Property;

     

    (b)           approach
and discuss with the landlord of the Atexis France Property such landlord’s plan
to remove and replace the cooling unit present on-site and the
hydrochloroflurocarbons therein in accordance with applicable law, without
limitation, within the timeframe required by applicable law, and agree to work
with landlord to accomplish same;

     

    (c)           within
nine months of the date of the consummation of the Atexis Acquisition, prepare
and deliver a declaration declaring site activities under applicable French ICPE
law and conduct external noise monitoring at the boundary of the Atexis France
Property; and

     

    (d)           within
nine months of the date of the consummation of the Atexis Acquisition, install
(i) a new outdoor storage areas for hazardous waste materials and (ii) in the
main building, several dedicated and self-contained cabinets or secondary
containment structures for housing hazardous products, chemicals and wastes and
all flammable liquids within.

     

    2.           With
respect to the real property located at 11 Fujiang Road, Dragon Industrial Port,
Shuangliu County, Chengdu City, Peoples Republic of China (the “Atexis China
Property”) MEAS France and the management of Atexis shall:

     

    
      (a)        
(i)
within nine months of the date the consummation of the Atexis Acquisition,
rectify the following non-compliance issues with applicable Chinese
law:

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      (A) oily
exhaust fumes generated from the canteen kitchen are not treated by an air
purification system;

    

     

    (B) oily
wastewater generated from the canteen kitchen does not pass through a grease
trap prior to discharge;

     

    (C) three
drums of hazardous waste were observed being store externally, in the
southeastern corner of the Atexis China Property without appropriate protection
measures such as a shelter, secondary containment and spill control
kits;

     

    (D) eight
containers of hydraulic oil and lubricants were observed internally, without
appropriate protection measures such as secondary containment and spill control
kits; and

     

    (E) the
limited emissions derived from drying ovens and the solvent cleaning process are
released directly to the atmosphere via wall-mounted exhaust
systems.  No environmental monitoring has been conducted to verify the
compliance of site emissions with applicable Chinese standards;

     

    (ii)         within
nine months of the date of the consummation of the Atexis Acquisition, complete
environmental permit application under applicable Chinese law, including
obtaining (A) an environmental impact assessment, (B) followed by a Project
Completion Inspection and Approval Program, and (C) a Pollutant Discharge
Permit;

     

    
      (b)      
   within
nine months of the date of the consummation of the Atexis Acquisition, apply for
and obtain a fire-fighting permit under the Fire-Fighting Law of the Peoples
Republic of China (1998) and establish dedicated storage areas for those
flammable cleaning solvents within the minimum state requirements;
and

    

     

    
      (c)           within
nine months of the date of the consummation of the Atexis Acquisition, conduct
occupational health and safety assessment and Project Completion &
Inspection program, including occupational exposure monitoring and employee
medical surveillance testing in accordance with applicable Chinese
law.

    

     

    3.     
      With respect to the real property located at
6 Rue Albert Caquot, 28500 Vernouillet, France (the “ALS Property”) MEAS
France and the management of ALS shall:

     

    
      (a)           within
nine months of the date of the consummation of the GS Acquisition, (i) install
indoor air monitoring for acetone and ethanol, (ii) install local extraction and
ventilation system, and (iii) establish dedicated area for silicone operations
equipped with ventilation system;

    

     

    
      (b)      
    within
nine months of the date of the consummation of the GS Acquisition, establish a
contract with a certified waste management for the removal of hazardous waste
materials and manage wastes in accordance with applicable French waste
management laws;

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (c)           within
nine months of the date of the consummation of the GS Acquisition, install new
storage areas for hazardous waste materials and several dedicated and
self-contained cabinets or secondary containment structures for housing
hazardous products, chemicals and wastes and all flammable liquids;
and

     

    (d)           within
nine months of the date of the consummation of the GS Acquisition, (i) purchase
and install several fire extinguishers and appropriate signage in accordance
with the French Labor Code and applicable French law and (ii) train personnel
regarding the operation of such fire extinguishers.

     

    4.         
  With respect to the real property located at 24 Rue des Dames, 78340
Les Clayes-Sous-Bois, France (the “FGP Property”) MEAS
France and the management of FGP shall:

     

    (a)           remove
and replace the ozone depleting substances present at the FGP Property in
accordance with applicable law, including, without limitation, within the
timeframe required by applicable law;

     

    (b)          within
one year of the date of the consummation of the GS Acquisition, request that the
Landlord shall cause a qualified individual to carry out an asbestos survey and
create and maintain an asbestos technical file at the FGP Property;

     

    (c)          within
nine months of the date of the consummation of the GS Acquisition, prepare and
deliver a declaration declaring site activities under applicable French ICPE
law;

     

    (d)          within
nine months of date of the consummation of the GS Acquisition, establish a
contract with a certified waste management company and will dispose of hazardous
waste in accordance with applicable French waste management laws to address
issues regarding non-compliance of applicable French waste management laws
previously identified by Agent’s environmental consultant;

     

    (e)           within
nine months of date of the consummation of the GS Acquisition, install several
dedicated and self-contained cabinets or secondary containment structures for
housing hazardous products, chemicals and wastes and all flammable liquids;
and

     

    (f)           within
nine months of date of the consummation of the GS Acquisition, shall (i) install
an appropriate number of new fire extinguishers in each room of the FGP Property
with appropriate controls, such fire extinguishers to be securely mounted either
with a fixed base on the floor or a wall-mounted holder and (ii) upgrade and
restock first aid kits.