Second Amended and









EXHIBIT 4.1



SECOND AMENDED AND RESTATED CREDIT AGREEMENT



dated as of May 19, 2004



among



MIDDLEBY MARSHALL INC.,



THE MIDDLEBY CORPORATION,



VARIOUS FINANCIAL INSTITUTIONS,



LASALLE BANK NATIONAL ASSOCIATION,



as Syndication Agent,



WELLS FARGO BANK, N.A.,



as Documentation Agent,



and



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



BANC OF AMERICA SECURITIES LLC
Lead Arranger and Book Manager





    
    





TABLE OF CONTENTS


	 	 	Page	 
	 	 	
	 
	SECTION 1	DEFINITIONS	1	 
	1.1	Definitions	1	 
	1.2	Other Interpretive Provisions	15	 
	1.3	Allocation of Loans and Percentages at
      the Effective Time	16	 
	SECTION 2	COMMITMENTS OF THE LENDERS;
      BORROWING AND CONVERSION PROCEDURES; LETTER OF
      CREDIT PROCEDURES; SWING LINE LOANS	17	 
	2.1	Commitments	17	 
	2.1.1	Revolving Loans	17	 
	2.1.2	L/C Commitment	17	 
	2.2	Revolving Loan Procedures	17	 
	2.2.1	Various Types of Revolving Loans	17	 
	2.2.2	Borrowing Procedures	18	 
	2.2.3	Conversion and Continuation Procedures	18	 
	2.3	Letter of Credit Procedures	19	 
	2.3.1	L/C Applications	19	 
	2.3.2	Participations in Letters of Credit	19	 
	2.3.3	Reimbursement Obligations	20	 
	2.3.4	Limitation on Obligations of Issuing Lenders	20	 
	2.3.5	Funding by Lenders to Issuing Lenders	20	 
	2.3.6	Applicability of ISP98 and UCP	21	 
	2.4	Swing Line Loans	21	 
	2.4.1	Swing Line Loans	21	 
	2.4.2	Swing Line Loan Procedures	21	 
	2.4.3	Refunding of, or Funding of Participations
      in, Swing Line Loans	22	 
	2.4.4	Repayment of Participations	22	 
	2.4.5	Participation Obligations Unconditional	22	 
	2.5	Commitments Several	23	 
	2.6	Certain Conditions	23	 
	SECTION 3	NOTES EVIDENCING LOANS	23	 
	3.1	Notes	23	 
	3.2	Recordkeeping	23	 
	SECTION 4	INTEREST	23	 
	4.1	Interest Rates	23	 


  


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TABLE OF CONTENTS


(continued)


	 	 	Page	 
	 	 	
	 
	4.2	Interest Payment Dates	24	 
	4.3	Setting and Notice of Eurodollar Rates	24	 
	4.4	Computation of Interest	24	 
	SECTION 5	FEES	24	 
	5.1	Commitment Fee	24	 
	5.2	Letter of Credit Fees	25	 
	5.3	Up-Front Fees	25	 
	5.4	Administrative Agent’s and Lead Arranger’s Fees	25	 
	SECTION 6	REPAYMENT OF LOANS; REDUCTION AND TERMINATION
      OFTHE COMMITMENTS; PREPAYMENTS	25	 
	6.1	Repayment of Loans	25	 
	6.2	Changes in the Commitment Amount	25	 
	6.2.1	Voluntary Reductions and Termination of
      the Commitment Amount	25	 
	6.2.2	Increase in the Commitment Amount	26	 
	6.3	Voluntary Prepayments	27	 
	SECTION 7	MAKING AND PRORATION OF PAYMENTS; SETOFF;
      TAXES	27	 
	7.1	Making of Payments	27	 
	7.2	Application of Certain Payments	27	 
	7.3	Due Date Extension	27	 
	7.4	Setoff	27	 
	7.5	Proration of Payments	28	 
	7.6	Taxes	28	 
	SECTION 8  	INCREASED COSTS; SPECIAL PROVISIONS
      FOR EURODOLLARLOANS	30	 
	8.1	Increased Costs	30	 
	8.2	Basis for Determining Interest Rate Inadequate
      or Unfair	31	 
	8.3	Changes in Law Rendering Eurodollar Loans
      Unlawful	31	 
	8.4	Funding Losses	32	 
	8.5	Right of Lenders to Fund through Other
      Offices	32	 
	8.6	Discretion of Lenders as to Manner of Funding	32	 
	8.7	Mitigation of Circumstances; Replacement
      of Affected Lender	33	 
	8.8	Conclusiveness of Statements; Survival
      of Provisions	33	 
	SECTION 9	REPRESENTATIONS AND WARRANTIES	33	 
	9.1	Organization, etc	34	 



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TABLE OF CONTENTS 


(continued) 


	 	 	Page	 
	 	 	
	 
	9.2	Authorization; No Conflict	34	 
	9.3	Validity and Binding Nature	34	 
	9.4	Financial Condition	34	 
	9.5	No Material Adverse Change	34	 
	9.6	Litigation and Contingent Liabilities	35	 
	9.7	Ownership of Properties; Liens	35	 
	9.8	Subsidiaries	35	 
	9.9	Pension Plans	35	 
	9.10	Investment Company Act	35	 
	9.11	Public Utility Holding Company Act	35	 
	9.12	Regulation U	36	 
	9.13	Taxes	36	 
	9.14	Solvency, etc	36	 
	9.15	Environmental Matters	36	 
	9.16	Information	37	 
	9.17	No Default	37	 
	9.18	No Burdensome Restrictions	37	 
	9.19	Seller Subordinated Debt	37	 
	SECTION 10 	COVENANTS	37	 
	10.1	Reports, Certificates and Other Information	37	 
	10.1.1	Audit Report	37	 
	10.1.2	Quarterly Reports	38	 
	10.1.3	Compliance Certificates	38	 
	10.1.4	Reports to SEC and to Shareholders	38	 
	10.1.5	Notice of Default, Litigation, ERISA and
      Environmental Matters	38	 
	10.1.6	Subsidiaries	39	 
	10.1.7	Management Reports	39	 
	10.1.8	Projections	39	 
	10.1.9	Other Information	39	 
	10.2	Books, Records and Inspections	39	 
	10.3	Insurance	40	 
	10.4	Compliance with Laws, Material Contracts;
      Payment of Taxes and	 	 
	 	Liabilities	40	 
	10.5	Maintenance of Existence, etc	40	 



iii











TABLE OF CONTENTS 


(continued) 


	 	 	Page	 
	 	 	
	 
	10.6	Financial Covenants	40	 
	10.6.1	Fixed Charge Coverage Ratio	41	 
	10.6.2	Leverage Ratio	41	 
	10.6.3	Minimum Consolidated Net Worth	41	 
	10.7	Limitations on Debt	41	 
	10.8	Liens	42	 
	10.9	Restricted Payments	43	 
	10.10	Mergers, Consolidations, Sales	44	 
	10.11	Use of Proceeds	44	 
	10.12	Further Assurances	44	 
	10.13	Transactions with Affiliates	45	 
	10.14	Employee Benefit Plans	45	 
	10.15	Environmental Laws	45	 
	10.16	Unconditional Purchase Obligations	45	 
	10.17	Inconsistent Agreements	45	 
	10.18	Business Activities	46	 
	10.19	Advances and Other Investments	46	 
	10.20	Foreign Subsidiaries	47	 
	10.21	Amendments to Certain Documents	47	 
	10.22	Real Estate Documents	47	 
	10.23	Key Management	48	 
	SECTION 11 	EFFECTIVENESS; CONDITIONS OF LENDING, ETC	48	 
	11.1	Effectiveness	48	 
	11.1.1	Notes	48	 
	11.1.2	Resolutions	48	 
	11.1.3	Other Consents, etc	48	 
	11.1.4	Incumbency and Signature Certificates	48	 
	11.1.5	Confirmation	48	 
	11.1.6	Opinion of Counsel for the Loan Parties	49	 
	11.1.7	Compliance Certificate	49	 
	11.1.8	Other	49	 
	11.2	Condition to Borrowings to Prepay Seller
      Subordinated Debt	49	 
	11.3	Conditions to All Credit Extensions	49	 
	11.3.1	Compliance with Representations and Warranties,
      No Default, etc	49	 



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TABLE OF CONTENTS 


(continued) 


	 	 	Page	 
	 	 	
	 
	11.3.2	Confirmatory Certificate	49	 
	SECTION 12	EVENTS OF DEFAULT AND THEIR EFFECT	49	 
	12.1	Events of Default	50	 
	12.1.1	Non-Payment of the Loans, etc	50	 
	12.1.2	Non-Payment of Other Debt	50	 
	12.1.3	Bankruptcy, Insolvency, etc	50	 
	12.1.4	Non-Compliance with Provisions of This
      Agreement	50	 
	12.1.5	Representations and Warranties	50	 
	12.1.6	Pension Plans	51	 
	12.1.7	Judgments	51	 
	12.1.8	Invalidity of Subsidiary Guaranty, etc	51	 
	12.1.9	Invalidity of Collateral Documents, etc	51	 
	12.1.10	Change in Control	51	 
	12.2	Effect of Event of Default	51	 
	SECTION 13 	PARENT GUARANTY	52	 
	13.1	The Guaranty	52	 
	13.2	Guaranty Unconditional	52	 
	13.3	Discharge Only Upon Payment In Full; Reinstatement
      In Certain	 	 
	 	Circumstances	53	 
	13.4	Waiver by the Parent	53	 
	13.5	Delay of Subrogation	53	 
	13.6	Stay of Acceleration	53	 
	SECTION 14	THE ADMINISTRATIVE AGENT	53	 
	14.1	Appointment and Authorization	54	 
	14.2	Delegation of Duties	54	 
	14.3	Liability of Administrative Agent	54	 
	14.4	Reliance by Administrative Agent	55	 
	14.5	Notice of Default	55	 
	14.6	Credit Decision	55	 
	14.7	Indemnification	56	 
	14.8	Administrative Agent in Individual Capacity	57	 
	14.9	Successor Administrative Agent	57	 
	14.10	Withholding Tax	57	 
	14.11	Collateral Matters	59	 



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TABLE OF CONTENTS 


(continued) 


	 	 	Page	 
	 	 	
	 
	14.12	Other Agents	59	 
	SECTION 15 	GENERAL	59	 
	15.1	Waiver; Amendments	59	 
	15.2	Confirmations	60	 
	15.3	Notices	60	 
	15.4	Computations	61	 
	15.5	Regulation U	61	 
	15.6	Costs, Expenses and Taxes	61	 
	15.7	Subsidiary References	61	 
	15.8	Captions	62	 
	15.9	Assignments; Participations	62	 
	15.9.1	Assignments	62	 
	15.9.2	Participations	63	 
	15.10	Governing Law	64	 
	15.11	Counterparts	64	 
	15.12	Successors and Assigns	64	 
	15.13	Indemnification by the Company	64	 
	15.14	Forum Selection and Consent to Jurisdiction	65	 
	15.15	Waiver of Jury Trial	65	 
	15.16	USA PATRIOT ACT NOTICE	65	 



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SCHEDULES

	SCHEDULE 1.1	Pricing Schedule
	SCHEDULE 2.1	Lenders and Initial Commitments and Percentages
	SCHEDULE 9.6	Litigation and Contingent Liabilities
	SCHEDULE 9.7	Ownership of Properties; Liens
	SCHEDULE 9.8	Subsidiaries
	SCHEDULE 9.15	Environmental Matters
	SCHEDULE 10.7(h)	Existing Debt
	SCHEDULE 10.8	Existing Liens
	SCHEDULE 10.19	Existing Investments
	SCHEDULE 15.3	Addresses for Notices


EXHIBITS

	EXHIBIT A	Form of Note
	EXHIBIT B	Form of Compliance Certificate
	EXHIBIT C	Copy of Subsidiary Guaranty
	EXHIBIT D	Copy of Security Agreement
	EXHIBIT E	Copy of U.S. Pledge Agreement
	EXHIBIT F	Form of Assignment Agreement
	EXHIBIT G	Form of Confirmation
	EXHIBIT H	Form of Increase Request



vii










 

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
   


     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 19, 2004 (this “Agreement”) is entered into among MIDDLEBY
MARSHALL INC., a Delaware corporation (the “Company”), THE MIDDLEBY CORPORATION, a Delaware corporation (the “Parent”), each financial institution that from time to time becomes a party hereto as a lender (each a “Lender”) and BANK OF AMERICA, N.A. (in its individual capacity,
“Bank of America”), as administrative agent for the Lenders. 



     WHEREAS, the Company, the Parent, various financial institutions and Bank of America, as administrative agent, have entered into an amended and restated credit agreement dated as of December 23, 2002
(the “Existing Credit Agreement”); 



     WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit Agreement pursuant to this Agreement; and 



     WHEREAS, the parties hereto intend that this Agreement and the documents executed in connection herewith not effect a novation of the obligations of the Company and the Parent under the Existing
Credit Agreement, but merely a restatement of and, where applicable, an amendment to the terms governing such obligations;



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



     SECTION 1     DEFINITIONS. 



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



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



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



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



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











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



     Agreement - see the Preamble. 



     Assignee - see Section 15.9.1. 



     Assignment Agreement - see Section 15.9.1. 



     Bank of America - see the Preamble. 



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



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



     Blodgett Acquisition Agreement means the Stock Purchase Agreement dated as of August 30, 2001 between the Company (as assignee of the Parent) and Maytag Corporation,
including all schedules, annexes and exhibits thereto, as amended on or prior to the Effective Time. 



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



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



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



     Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States
Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard &
Poor’s Ratings Group or P-l by Moody’s Investors Service, Inc. (or carrying an equivalent rating by an internationally-recognized rating agency), (c) any certificate of deposit (or time deposits represented by such certificates of deposit)
or bankers acceptance, maturing not more than one year after such time, or overnight Federal Funds transactions or 



2











money market deposit accounts that are issued or sold by, or maintained with, a Lender, (d) any repurchase agreement entered into with any Lender which (i) is secured by a fully perfected security interest in any obligation of the
type described in any of clauses (a) through (c) and (ii) has a market value at the time such repurchase agreement is entered into
of not less than 100% of the repurchase obligation of such Lender thereunder, (e) investments in short-term asset management accounts offered by any Lender for the purpose of investing in loans to any corporation (other than the Parent or an
Affiliate of the Parent), state or municipality, in each case organized under the laws of any state of the United States or of the District of Columbia, (f) securities with maturities of six months or less from the date of acquisition backed by
standby letters of credit issued by any Lender, or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through
(f) of this definition. 



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



     Code means the Internal Revenue Code of 1986. 


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


3







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



     Commitment means, as to any Lender, such Lender’s commitment to make Loans, and (if applicable) to issue or participate in Letters of Credit and to participate in
Swing Line Loans, under this Agreement. The amount of the Commitment of each Lender as of the date of the execution and delivery of this Agreement is set forth across from such Lender’s name on
Schedule 2.1.



     Commitment Amount means $70,000,000, as such amount may be changed from time to time pursuant to the terms hereof. 



     Commitment Fee Rate - see Schedule 1.1. 



     Company - see the Preamble. 



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



     Confirmation means a confirmation agreement substantially in the form of Exhibit G. 



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



     Consolidated Net Worth means, at any date, the sum of (a) consolidated stockholders’ equity (excluding any equity attributable to any preferred stock which is
mandatorily redeemable, or redeemable at the option of the holder thereof, prior to one year following the scheduled Termination Date) of the Parent and its Subsidiaries as of such date and (b) to the extent deducted in computing the amount in
clause (a), all charges in connection with the refinancing or repayment of Debt under the Existing Credit Agreement, including the write-off of deferred financing costs. 



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


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


4






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


     Defaulting Lender means any Lender that (a) has failed to fund any portion of the Revolving Loans, participations in Letters of Credit 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 the Administrative Agent, the Issuing Lender or the Swing Line 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. 



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



     EBITDA means, for any period, Consolidated Net Income for such period plus to the extent deducted in
determining such Consolidated Net Income, Interest Expense, non-cash foreign exchange gains and losses, and non-cash losses with respect to Hedging Obligations, income tax expense, depreciation and amortization for such period. 



     Effective Time - see Section 11.1. 



     Eligible Assignee means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at
least $100,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country, and having a combined capital and
surplus of at least $100,000,000, provided that such bank is acting through a branch or agency located in the United States; (c) a Person that is primarily engaged in the business of commercial banking and that is (i) a Subsidiary of a Lender, (ii)
a Subsidiary of a Person of which a Lender is a Subsidiary or (iii) a Person of which a Lender is a Subsidiary; and (d) any other Person approved by the Parent and the Administrative Agent. 



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



5











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



     ERISA means the Employee Retirement Income Security Act of 1974. 



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



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



Eurodollar Margin - see Schedule 1.1. 



     Eurodollar Office means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the Eurodollar Loans of such Lender
hereunder or, in the case of Bank of America, such other office or offices through which it obtains quotes for purposes of determining the Eurodollar Rate. A Eurodollar Office of any Lender may be, at the option of such Lender, either a domestic or
foreign office. 



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



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



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


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


6







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


	   Eurodollar Rate	=	Eurodollar Rate
	 	 	

	(Reserve Adjusted)	 	1-Eurocurrency
	 	 	Reserve Percentage



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



     Exemption Representation - see Section 7.6(c). 



     Eximbank Financing Agreements means, collectively, the agreements among the Company and/or one or more Subsidiaries, the Export-Import Bank of the United States or any
affiliate thereof (so long as such affiliate has been approved by the Administrative Agent) and, if applicable, one or more banks or other lending institutions relating to the financing of foreign accounts receivable and/or foreign inventory of the
Company and/or one or more Subsidiaries. 



     Existing Credit Agreement – see the recitals. 



     Existing Lender - see Section 1.3(b). 



     Existing Letters of Credit means the letters of credit outstanding under the Existing Credit Agreement immediately prior to the amendment and restatement thereof
pursuant hereto.



     Existing Loans - see Section 1.3(b). 



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



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



     Fiscal Year means the fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period ending on the Saturday closest to December 31 of each
year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2004”) refer to the Fiscal Year ending on the Saturday closest to December 31 of such calendar year. 



7











     Fixed Charge Coverage Ratio means, as of the last day of any Computation Period, the ratio of (a) the result of (i) Pro Forma EBITDA for such Computation Period less
(ii) Capital Expenditures for such Computation Period less (iii) cash income tax expense for such Computation Period less (iv) dividends paid in cash by the Parent during such Computation Period to (b) the sum of (i) Interest Expense to the extent
payable in cash for such Computation Period plus (ii) the actual aggregate amount of all scheduled principal payments on Debt (other than Debt permitted by Section 10.7(k)) made by the
Parent and its Subsidiaries during such Computation Period; provided that: 



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

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




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



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



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



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



     Group - see Section 2.2.1. 


      Guaranteed Obligations means (a)
  all obligations of the Company to the Administrative Agent or any Lender, howsoever created, arising or evidenced, whether direct or
  indirect, absolute or contingent, now or hereafter existing, or due or to become due, which arise under this Agreement or any other
  Loan Document (including with respect to the obligations described in Section 2.3.3)
  and (b) all Hedging Obligations of the Company to any Lender or any affiliate of a Lender.  


8







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



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



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



     Indemnified Liabilities means, with respect to any Person entitled to indemnification hereunder, any and all actions, causes of action, suits, losses, liabilities,
damages and expenses (excluding taxes and related costs but including reasonable attorneys’ fees and charges and, without duplication, the reasonable allocated costs, and all reasonable disbursements, of internal counsel) incurred by such
Person as a result of (a) any Acquisition, merger or similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan, (b) the execution, delivery, performance or enforcement of this
Agreement or any other Loan Document (without duplication of costs and expenses specifically referred to in Section 15.6 and related taxes and other amounts), (c) any investigation,
litigation or proceeding (including any proceeding under any bankruptcy or insolvency law and any appellate proceeding) related to this Agreement, the Commitments, the Loans or the use of the proceeds thereof, the Letters of Credit or any
transaction or event related to any of the foregoing, whether or not such Person is a party thereto, (d) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property
owned, operated or leased by any Loan Party, (e) any violation of any Environmental Laws resulting from, or related to, conditions at any property owned, operated or leased by any Loan Party or the operations conducted thereon, (f) the
investigation, cleanup or remediation of offsite locations at which any Loan Party or any of its predecessors in interest is alleged to have, directly or indirectly, disposed of hazardous substances or (g) any Environmental Claim asserted against
any Loan Party or related to any property owned, operated or leased by any Loan Party, except (in each case) to the extent that any of the foregoing resulted from such indemnified Person’s gross negligence or willful misconduct. 



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



9











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




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



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



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





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



     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). 



     Issuing Lender means Bank of America in its capacity as an issuer of Letters of Credit hereunder and any other Lender which, with the written consent of the Company
and the Administrative Agent (such consents not to be unreasonably withheld), is the issuer of one or more Letters of Credit. 



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



     LC Fee Rate - see Schedule 1.1. 



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


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


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     Lender Party - see Section 15.13. 



     Letter of Credit - see Section 2.1.2. 



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



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



     Loan means a Revolving Loan or a Swing Line Loan. 



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



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



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



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



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



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



     Note - see Section 3.1. 



     Parent - see the Preamble. 



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



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     Participant - see Section 15.9.2. 



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



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



     Percentage means, as to any Lender at any time, the percentage which (a) the 



Commitment of such Lender (or, after termination of the Commitments, the principal amount of such Lender’s Revolving Loans plus the amount of such Lender’s participations in the principal amount of all Swing Line Loans
and the Stated Amount of all Letters of Credit) at such time is of (b) the Commitment Amount (or after termination of the Commitments, the Total Outstandings) at such time. The initial Percentage of each Lender is set forth across from such
Lender’s name on Schedule 2.1. 



     Permitted Acquisition means any Acquisition by the Company or any wholly-owned Subsidiary where (a) the assets acquired are for use in, or the Person acquired is
engaged in, business activities permitted under Section 10.18; (b) immediately before or after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall have
occurred and be continuing; (c) if the aggregate consideration paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP, but excluding (i) any
common stock of the Parent or (ii) any cash received substantially concurrently with such Acquisition from the issuance of any common stock of the Parent) in connection with such Acquisition (or any series of related Acquisitions) exceeds
$5,000,000, the Company shall have delivered to the Administrative Agent pro forma financial statements giving effect to such Acquisition, which financial statements shall (i) detail any related acquisition adjustments and add-backs to be used to
calculate Pro Forma EBITDA and (ii) otherwise be reasonably satisfactory to the Administrative Agent; (d) the Leverage Ratio shall not exceed 2.25 to 1.0 immediately after giving effect to such Acquisition (unless such Acquisition is otherwise
approved by the Required Lenders); and (e) the board of directors (or similar governing body) of the Person to be acquired shall have approved such Acquisition. 



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


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


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     Pro Forma EBITDA means, for any period, the sum of (a) EBITDA for such period plus (b) to the extent deducted in calculating Consolidated Net Income for such period,
all charges in connection with the refinancing or repayment of Debt under the Existing Credit Agreement, including the write-off of deferred financing costs; provided that in calculating Pro
Forma EBITDA: 



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



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



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



     Required Lenders means Lenders having an aggregate Percentage of more than 50%; 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 Financial Officer means, as to any Person, the chief financial officer, the treasurer or the controller of such Person. 



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



     Revolving Loan - see Section 2.1.1. 



13











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



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



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



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



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



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



     Subsidiary Guarantor means, on any day, each Subsidiary that has executed a counterpart of the Subsidiary Guaranty on or prior to that day (or is required to execute a
counterpart of the Subsidiary Guaranty on that date) and that has not been released therefrom in accordance with the terms hereof. 



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


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


14







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



     Swing Line Loan - see Section 2.4.1. 



     Termination Date means the earlier to occur of (a) May 19, 2009 and (b) such other date on which the Commitments terminate pursuant to Section 6 or 12. 



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



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



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




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



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



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



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



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



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



15  











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



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



     1.3     Allocation of Loans and Percentages at the Effective Time. 



     (a)     The Company and each Lender agree that, effective at the Effective Time, (i) this Agreement shall amend and restate in its entirety the
Existing Credit Agreement and (ii) the outstanding Loans (and the participations in Letters of Credit and Swing Line Loans), shall be allocated among the Lenders in accordance with their respective Percentages. 



     (b)     To facilitate the allocation described in clause (a), at the Effective Time,
(i) all “Revolving Loans”, “Term A Loans” and “Term B Loans” under the Existing Credit Agreement (“Existing Loans”) shall be deemed to be Revolving Loans, (ii) each Lender which is a party to the Existing
Credit Agreement (an “Existing Lender”) shall transfer to the Administrative Agent an amount equal to the excess, if any, of such Lender’s pro rata share (according to its
Percentage) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time) over the amount of all of such Lender’s Existing Loans, (iii) each Lender which is not a party to the Existing Credit Agreement
shall transfer to the Administrative Agent an amount equal to such Lender’s pro rata share (according to its Percentage) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time), (iv) the
Administrative Agent shall apply the funds received from the Lenders pursuant to clauses (ii) and (iii), first, on behalf of the
Lenders (pro rata according to the amount of the applicable Existing Loans each is required to purchase to achieve the allocation described in clause (a)), to purchase from each Existing
Lender which has Existing Loans in excess of such Lender’s pro rata share (according to its Percentage) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time), a portion of such Existing Loans
equal to such excess, second, to pay to each Existing Lender all interest, fees and other amounts (including amounts payable pursuant to Section 8.4 of the Existing Credit Agreement, assuming for such purpose that the Existing Loans were prepaid
rather than allocated at the Effective Time) owed to such Existing Lender under the Existing Credit Agreement (whether or not otherwise then due) and, third, as the Company shall direct, and (v) all Revolving Loans shall commence new Interest
Periods in accordance with elections made by the Company at least three Business Days prior to the date of the Effective Time pursuant to the procedures applicable to conversions and continuations set forth in Section
2.2.3 (all as if the Existing Loans were continued or converted at the Effective Time). To the extent the Company fails to make a timely election pursuant to clause (v) of the preceding sentence with respect to any Revolving Loans, such Loans shall be Base Rate Loans. 



16











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



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



     2.1.1     Revolving Loans. Each Lender will make loans on a revolving basis to the Company (“Revolving
Loans”) from time to time before the Termination Date in such Lender’s Percentage of such aggregate amounts as the Company may from time to time request from all Lenders (it being understood that effective at the Effective Time (and after
giving effect to the transactions contemplated by Section 1.3), each Lender shall have outstanding Revolving Loans in an amount equal to its Percentage of the aggregate amount of all
outstanding Revolving Loans); provided that the Total Outstandings shall not at any time exceed the Commitment Amount. Amounts borrowed under this Section may be repaid and thereafter
reborrowed until the Termination Date. 



     2.1.2     L/C Commitment. (a) The Issuing Lenders will issue standby and commercial letters of credit, in each
case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company (collectively with the Existing Letters of Credit, each a “Letter of Credit”), at
the request of and for the account of the Company (or jointly for the account of the Company and (i) the Parent or (ii) any Subsidiary of the Company) from time to time before the date which is 30 days prior to the scheduled Termination Date, and
(b) as more fully set forth in Section 2.3, each Lender agrees to purchase a participation in each such Letter of Credit; provided
that (x) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $10,000,000 and (y) the Total Outstandings shall not at any time exceed the Commitment Amount. 



     2.2     Revolving Loan Procedures. 



     2.2.1     Various Types of Revolving Loans. Each Revolving Loan shall be either a Base Rate Loan or a Eurodollar
Loan (each a “type” of Loan), as the Company shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. Eurodollar Loans having the same Interest Period are sometimes called a “Group” or collectively “Groups”. Base Rate Loans and Eurodollar Loans may be outstanding at the same time; provided that (i) not more than 10 different Groups
of Eurodollar Loans shall be outstanding at any one time and (ii) the aggregate principal amount of each Group of Eurodollar Loans shall at all times be at least $1,000,000 and an integral multiple of $500,000. All borrowings, conversions and
repayments of Revolving Loans shall be effected so that each Lender will have a pro rata share (according to its Percentage) of all types and Groups of Revolving Loans. 



     2.2.2     Borrowing Procedures. The Company shall give written notice or telephonic notice (followed promptly by
written confirmation thereof) to the Administrative Agent of each proposed borrowing of Revolving Loans not later than (a) in the case of a Base Rate borrowing, 10:00 A.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of
a Eurodollar Rate borrowing, 10:00 A.M., Chicago time, at least three Business Days prior to the 



17











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



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



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

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




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



  
     (1)     the
      proposed date of conversion or continuation;  

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

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

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

  




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



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



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



     2.3     Letter of Credit Procedures. 


      2.3.1     L/C
  Applications. The Company shall give notice to the Administrative Agent and the applicable Issuing
  Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number
  of days as the Administrative Agent and such Issuing Lender shall agree in any particular instance) prior to the proposed date of issuance
  of such Letter of Credit. Each such notice shall be accompanied by an L/C  Application, duly executed
  by the Company (together with any other Person for the account of which the related Letter of Credit is to be issued) and in all respects
  reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the
  Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application
  shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter
  of Credit (which shall not be later than seven days prior to the scheduled Termination Date) and whether such Letter of Credit is to
  be transferable in whole or in part. So long as (a) the applicable Issuing Lender has not received written notice that the conditions
  precedent set forth in Section 11 with respect to the issuance
  of such Letter of Credit have not been satisfied and (b) no default of any Lender’s obligations to fund under Section
  2.3.5 exists and no Lender is at such time a  Defaulting Lender
  (unless in any such case the applicable Issuing Lender has entered into reasonably satisfactory arrangements with the Company or such
  Defaulting Lender to eliminate such Issuing Lender’s risk with respect to such Defaulting Lender), such Issuing Lender shall issue
  such Letter of Credit on the requested issuance date. Each Issuing Lender shall promptly advise the Administrative Agent of the issuance
  of each Letter of Credit by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the
  amount available for drawing thereunder.  


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



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



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


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


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     2.3.6     Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the applicable Issuing Lender and
the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (a) the rules of the ISP shall apply to each standby Letter of Credit and (b) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. 



     2.4     Swing Line Loans. 



     2.4.1     Swing Line Loans. Subject to the terms and conditions of this Agreement, the Swing Line Lender may from
time to time, in its discretion, make loans to the Company (collectively the “Swing Line Loans” and individually each a “Swing Line
Loan”) in accordance with this Section 2.4 in an aggregate amount not at any time exceeding $10,000,000; provided that the Total Outstandings shall not at any time exceed the Commitment Amount. Amounts borrowed under this Section 2.4 may be borrowed,
repaid and (subject to the agreement of the Swing Line Lender) reborrowed until the Termination Date. 



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


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


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



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


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


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



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



     SECTION 3     NOTES EVIDENCING LOANS. 



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



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



     SECTION 4     INTEREST. 



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



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



     (b)     in the case of Swing Line Loans, at a rate per annum equal to the Base Rate from time to time in effect; 



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


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


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



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



     SECTION 5     FEES. 



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



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



24











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



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



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



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



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



     6.1     Repayment of Loans.



     (a)     All Revolving Loans shall be repaid in full on the Termination Date. 



     (b)     All Swing Line Loans shall be repaid in full promptly following demand by the Swing Line Lender. 



     6.2     Changes in the Commitment Amount. 



     6.2.1     Voluntary Reductions and Termination of the Commitment Amount. The Company may from time to time on at
least five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce (subject to any subsequent permitted increase in the Commitment Amount pursuant to
Section 6.2.2) the Commitment Amount to an amount not less than the Total Outstandings. Any such reduction shall be in an amount
not less than $3,000,000 or a higher integral multiple of $1,000,000. The Company may at any time on like notice terminate the Commitments upon payment in full of all Revolving Loans and Swing Line Loans and all other obligations of the Company
hereunder in respect of such Loans and cash collateralization in full, pursuant to documentation in form and substance reasonably satisfactory to the Issuing Lenders, of all obligations arising with respect to the Letters of Credit. All reductions
of the Commitment Amount shall reduce the Commitments pro rata among the Lenders according to their respective Percentages. 



     6.2.2     Increase in the Commitment Amount.


      (a)     Notwithstanding
  any other provision of this Agreement (including Section 15.1),
  the Company may, from time to time prior to May 19, 2008, by means of a letter delivered to the Administrative Agent substantially in
  the form of Exhibit H, request that the Commitment Amount
  be increased to up to $100,000,000; provided that any such
  increase in the Commitment Amount shall be in a minimum amount of $5,000,000 and a higher integral multiple thereof. 
   


25







     (b)     Any increase in the Commitment Amount may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such
increase and/or (ii) subject to clause (d), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount
agreed to by any such Additional Lender. 



     (c)     Any increase in the Commitment Amount pursuant to this Section 6.2.2 shall be
effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative
Agent has received and acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit H.



     (d)     No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent (which consent shall not be
unreasonably withheld), and no increase in the Commitment Amount may be effected if an Event of Default or an Unmatured Event of Default exists. 



     (e)     The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Commitment Amount pursuant
to this Section 6.2.2 and of the Commitment and Percentage of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement (including Section
15.1), the Administrative Agent, the Company, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an
increasing Lender to temporarily hold risk participations in the outstanding Revolving Loans of the other Lenders (rather than fund its Percentage of all outstanding Revolving Loans concurrently with the applicable increase), in each case with a
view toward minimizing breakage costs and transfers of funds in connection with any increase in the Commitment Amount. The Company acknowledges that if, as a result of a non-pro-rata increase in the Commitment Amount, any Revolving Loans are prepaid
or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 8.4.


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


26







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



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



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



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



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


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


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



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

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

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




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



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



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



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



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



     SECTION 8     INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS. 



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



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

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

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




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


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


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




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



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


      (b)     the
  Required Lenders advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent
  will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period
  (taking into account any amount to which such Lenders may be entitled under  Section 8.1);
   


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



     8.3     Changes in Law Rendering Eurodollar Loans Unlawful. If, after the date hereof, any change in (including
the adoption of any new) applicable laws or regulations, or any change in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith
judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances
shall continue, (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the applicable Lenders which are not so
affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances), (b) on the last day of the current Interest Period for
each Eurodollar Loan of such



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Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (c) the
Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.
Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “Affected Loan”) shall remain outstanding
as a Base Rate Loan for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances. 



     8.4     Funding Losses. The Company hereby agrees that upon written demand by any Lender (which demand shall be
accompanied by a written statement setting forth in reasonable detail the basis for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Company will indemnify such Lender against any net loss or expense
which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan), as reasonably determined by
such Lender, as a result of (a) any payment, prepayment or conversion of any Eurodollar Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.3) or (b) any failure of the Company to borrow or continue, or to convert any Loan into, a Eurodollar Loan on a date specified therefor
in a notice of borrowing, continuation or conversion pursuant to this Agreement (including as a result of any revocation of a request for a borrowing of, conversion to or continuation of Eurodollar Loans pursuant to Section 8.2 or 8.3, regardless of whether the Company borrows Base Rate Loans in lieu of the requested Eurodollar Loans). For purposes of this
Section 8.4, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable. 



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



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



     8.7     Mitigation of Circumstances; Replacement of Affected Lender. (a) Each Lender shall promptly notify the
Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such
Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 



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or 8.1 or (ii) the occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation
will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) of the preceding sentence and such
designation will not, in such Lender’s good faith judgment, be otherwise disadvantageous to such Lender. Notwithstanding any provision of Section 7.6 or 8.1, no Lender shall be entitled to request any payment pursuant to either such Section unless such Lender is generally demanding payment under comparable provisions of its agreements with
similarly-situated borrowers of similar credit quality. 



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



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



SECTION 9     REPRESENTATIONS AND WARRANTIES. 



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



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



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



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



     9.4     Financial Condition. (a) The audited consolidated financial statements of the Parent and its Subsidiaries
as at January 3, 2004, copies of which have been delivered to each Lender, were prepared in accordance with GAAP and present fairly the consolidated financial condition of the Parent and its Subsidiaries as at such date and the results of their
operations for the period then ended and (b) the unaudited consolidated financial statements of the Parent and its Subsidiaries as at April 3, 2004, copies of which have been delivered to each Lender, were prepared in accordance with GAAP (subject,
in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial condition of the Parent and its Subsidiaries as at such date and the results of their operations
for the period then ended.



     9.5     No Material Adverse Change. Since January 3, 2004, there has been no material adverse change in the
business, assets, operations, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole. 



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



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



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



     9.9     Pension Plans. (a) During the twelve-consecutive-month period prior to the date of the execution and
delivery of this Agreement or the making of any Credit Extension hereunder, (i) no steps have been taken to terminate any Pension Plan, other than any such termination pursuant to Section 4041(b) of ERISA, and (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to have a
Material Adverse Effect. 



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



     9.10     Investment Company Act. Neither the Parent nor any Subsidiary is or is required to be registered as an
“investment company” under the Investment Company Act of 1940. 



     9.11     Public Utility Holding Company Act. Neither the Parent nor any Subsidiary is (a) required to register as
a “holding company” or (b) is a “subsidiary company” of a “registered holding company” or an “affiliate” of a “registered holding company”, in each case within the meaning of the Public Utility
Holding Company Act of 1935. 



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



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



     9.14     Solvency, etc. (a) At the Effective Time (and after giving effect to any right of contribution and
subrogation), (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other
liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as
they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). 



     (b)	Immediately prior to and after giving effect to the making of each Credit Extension hereunder and the use of proceeds thereof, (i) the present fair saleable value of the assets of the Loan Parties, on a consolidated basis,
will exceed the amount that will be required to pay the probable liability of the consolidated debts and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and (ii) the
Loan Parties, on a consolidated basis, will be “solvent,” will be able to pay their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their
consolidated debts as they become absolute and matured and will not have “unreasonably small capital” on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). 



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


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


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



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



     9.19     Seller Subordinated Debt. The aggregate outstanding principal amount of Seller Subordinated Debt as of
the Effective Time is $1,000,000. 



     SECTION 10     COVENANTS. 



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



     10.1     Reports, Certificates and Other Information. Furnish to the Administrative Agent (which will promptly
forward copies thereof to each Lender): 



     10.1.1     Audit Report. Promptly when available and in any event within 90 days after the close of each Fiscal
Year: (a) a copy of the annual audit report of the Parent and its Subsidiaries for such Fiscal Year, including therein consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of
earnings and cash flow of the Parent and its Subsidiaries for such Fiscal Year reported on without a “going concern” exception, or a qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent
auditors of recognized standing selected by the Parent and reasonably acceptable to the Required Lenders; and (b) consolidating balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of
earnings and cash flow for the Parent and its Subsidiaries for such Fiscal Year, certified by a Responsible Financial Officer of the Parent. 


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


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



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



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



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



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


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


38







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



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



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



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



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



     10.1.8     Projections. As soon as practicable and in any event within 30 days after the commencement of each
Fiscal Year, financial projections for the Parent and its Subsidiaries for such Fiscal Year prepared in a manner consistent with those projections delivered by the Parent to the Administrative Agent prior to the Effective Time. 



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


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


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



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



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



     10.6     Financial Covenants. 



     10.6.1     Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio as of the last day of any
Computation Period, commencing with the Computation Period ending July 3, 2004, to be less than 3.0 to 1.0. 



     10.6.2     Leverage Ratio. Not permit the Leverage Ratio as of the last day of any Fiscal Quarter, commencing with
the Fiscal Quarter ending July 3, 2004, to exceed 2.75 to 1.0. 



     10.6.3     Minimum Consolidated Net Worth. Not permit Consolidated Net Worth as of the last day of any Fiscal
Quarter, commencing with the Fiscal Quarter ending July 3, 2004, to be less than $57,685,000. 



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



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



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



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



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



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



     (f)     unsecured Debt of the Company to Subsidiaries; 



     (g)     Subordinated Debt; 



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



     (i)     Debt arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding;




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



     (k)     other Debt in an aggregate principal amount not to exceed $5,000,000 at any time; 



     (l)     subject to the limitations set forth in Section 10.8(l), Debt arising under
Capital Leases; and 



     (m)     Suretyship Liabilities permitted by Section 10.19. 



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



41











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



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



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



     (d)     subject to the limitations set forth in Section 10.7(c), (i) Liens existing on
property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the
purpose of financing all or any part of the cost of acquiring, constructing or improving such property, provided that any such Lien attaches to such property within 60 days of the
acquisition thereof and such Lien attaches solely to the property so acquired, and any refinancing, amendment, restatement, supplement, renewal or extension of any such Lien (or the debt secured thereby) so long as the principal amount of the
obligations secured by such Lien is not increased and such Lien does not extend to any other property of the Company or any Subsidiary; 



     (e)     attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 in the aggregate arising in connection
with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; 



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



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



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



42











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



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



     (k)     Liens on foreign accounts receivable and foreign inventory of the Company and its Foreign Subsidiaries securing Debt arising under the
Eximbank Financing Agreements;



     (l)     Liens arising under Capital Leases, Liens securing Subordinated Debt (other than Seller Subordinated Debt) and other Liens not otherwise
permitted by this Section 10.8 so long as the aggregate outstanding principal amount of the obligations secured by the foregoing does not exceed 10% of Consolidated Net Worth at any time
outstanding; and 



     (m)     Liens deemed to exist in connection with Investments in repurchase agreements permitted by Section
10.19. 


      10.9     Restricted
  Payments. Not, and not permit any Subsidiary to, (a) declare or pay any dividends on any of its
  capital stock (other than stock dividends), (b) purchase or redeem any such stock or any warrants, options or other similar rights in
  respect of such stock, (c) make any other distribution to any shareholder with respect to such shareholder’s equity interest, (d)
  pay any principal or interest on, or purchase, redeem or defease, any Subordinated Debt, or (e) set aside funds for any of the foregoing;
  provided that (i) any Subsidiary may declare and pay dividends
  to the Company or to any other Subsidiary, (ii) the Company or the Parent, as the case may be, may make regularly scheduled payments
  on any Subordinated Debt if the holder of such Subordinated Debt is permitted to receive such payments at such time under the applicable
  agreement or instrument governing such Subordinated Debt and any applicable subordination agreement and/or intercreditor agreement,
  (iii) the Company or any Subsidiary may declare and pay dividends to the Parent to the extent necessary to enable the Parent to pay
  its taxes, accounting, legal and corporate overhead expenses as they become due, (iv) the Company and any of its Subsidiaries may purchase,
  redeem, retire or otherwise acquire shares of its capital stock or warrants or options from officers, directors or employees of the
  Company and any of its Subsidiaries upon the death, disability or termination of employment of such individual in an aggregate amount
  not to exceed $100,000 in any Fiscal Year; (v) so long as no Event of Default or Unmatured Event of Default exists or will result therefrom,
  the Company and any of its Subsidiaries may declare and pay dividends to the Parent to the extent necessary to enable the Parent to
  make regularly scheduled payments on any Subordinated Debt if the holder of such Subordinated Debt is permitted to receive such payments
  at such time under any applicable subordination agreement and/or intercreditor agreement; (vi) so long as the conditions precedent set
  forth in Section 11.2 are satisfied (regardless of whether
  the Company is borrowing to make the applicable prepayment), the Parent may prepay the Seller Subordinated Debt and the Company may
  pay dividends to the Parent to the extent necessary to enable the Parent to prepay the Seller Subordinated Debt; (vii) so long as no
  Event of Default or Unmatured Event of Default exists or will result therefrom, the Parent may on any date (a “Declaration
  Date”) declare cash dividends to its shareholders; provided that the amount of cash dividends declared on any Declaration Date shall not exceed an amount equal to the result of (x)
  15% of EBITDA for the first Computation Period ending on or after such Declaration Date minus (y) the amount of cash dividends previously
  declared by the Parent during such Computation Period; and (viii) the Parent may pay cash dividends declared in accordance with the
  foregoing clause (vii) and the Company may pay dividends to the Parent to the extent necessary to enable the Parent to pay such dividends. 



43







     10.10     Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or
consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or (except for the sale or lease of inventory in the ordinary
course of business) sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or
assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition (and the corresponding sale or other transfer) by the Company or any wholly-owned
Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any Permitted Acquisition; (d) sales or assignments of receivables in the ordinary course of business consistent with past practice; (e) sales and dispositions of assets
(including the stock of Subsidiaries) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year (excluding sales and assignments described in clause (a),
(b) or (d) above) does not exceed 10% of Consolidated Net Worth as of the last day of the immediately preceding Fiscal Year; and
(f) Investments permitted by Section 10 .19(n). 



     10.11     Use of Proceeds. Use the proceeds of the Loans solely to finance the working capital of the Company and
its Subsidiaries, to refinance Debt under the Existing Credit Agreement, to repay Seller Subordinated Debt, to pay expenses and fees in connection with the refinancing of existing Debt, for capital expenditures and for other general corporate
purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock or (b) in violation of any
applicable law, rule or regulation. 


      10.12     Further
  Assurances. Take, and cause each Subsidiary
  to take, such actions as are necessary, or as the Administrative Agent (or the
  Required Lenders acting through the Administrative Agent) may reasonably request,
  from time to time (including the execution and delivery of guaranties, security
  agreements, pledge agreements, financing statements, mortgages, deeds of trust,
  Collateral Access Agreements and other documents, the filing or recording of
  any of the foregoing, the delivery of stock certificates, notes and other collateral
  with respect to which perfection is customarily obtained by possession, and
  the delivery of opinions of counsel with respect to any of such documents) to
  ensure that (i) the obligations of the Company hereunder and under the other
  Loan Documents and any Hedging Obligations of the Company owing to any Lender
  or any Affiliate of any Lender are secured by first-priority Liens (subject
  only to Liens permitted by the Loan Documents) on substantially all of the assets
  of the Company and guaranteed by all of the Subsidiaries (including, promptly
  upon the acquisition or creation thereof, any Subsidiary acquired or created
  after the date hereof) by execution of a counterpart of the Subsidiary Guaranty;
  provided
  that no Foreign Subsidiary shall have an obligation to execute a counterpart
  of the Subsidiary Guaranty; and (ii) the obligations of the Parent under the
  Parent Guaranty and of each Subsidiary Guarantor under the Subsidiary Guaranty
  and any Hedging Obligations of the Parent or such Subsidiary Guarantor owing
  to any Lender or any Affiliate of any Lender are secured by first-priority Liens
  (subject only to Liens permitted by the Loan Documents) on substantially all
  of the assets of the Parent or such Subsidiary Guarantor. Notwithstanding the
  foregoing or any other provision of any Loan Document, (a) without limiting
  clause (c)
  below, neither the Parent, the Company nor any other domestic Subsidiary shall
  be required to pledge more than 65% of the stock of any Foreign Subsidiary;
  (b) no Foreign Subsidiary shall be required to pledge any of its assets, including
  the stock of any other Foreign Subsidiary; and (c) unless requested by the Administrative
  Agent or the Required Lenders, neither the Company nor any domestic Subsidiary
  shall be required to pledge any stock of Middleby Japan Corporation, G.S. Blodgett
  International, Limited, Fab Asia, Middleby Korea Corporation, Middleby China
  Corporation, Middleby España, S.L. or any other Foreign Subsidiary created
  or acquired after the date hereof.  


44











     10.13     Transactions with Affiliates. Not, and not permit any Subsidiary to, enter into, or cause, suffer or
permit to exist any transaction, arrangement or contract with any of its other Affiliates (other than the Parent and its Subsidiaries) which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates;
provided that the Parent may reimburse reasonable expenses and pay reasonable compensation to its officers and directors consistent with past practice. 



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



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



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



     10.17     Inconsistent Agreements. Not, and not permit any Subsidiary to, enter into any loan or credit agreement,
indenture or other material instrument or document containing any provision which (a) would be violated or breached by any borrowing, or the obtaining of any Letter of Credit, by the Company hereunder or by the performance by the Parent, the Company
or any other Subsidiary of any of its obligations hereunder or under any other Loan Document or (b) would prohibit the Parent, the Company or any other domestic Subsidiary from granting to the Administrative Agent, for the benefit of the Lenders, a
Lien on any of its assets (other than (i) any prohibition with respect to an asset subject to a Lien or purchase money security interest securing Debt permitted by Section 10.7(c) or
10.7(l) or a Lien permitted by Section 10.8(c)), (ii) customary non-assignment provisions in leases not prohibited by the terms of
this Agreement), (iii) any prohibition applicable solely to the property or assets of any Foreign Subsidiary and (iv) any prohibition pursuant to customary agreements providing for the licensing of intellectual property by third parties to the
Parent or any Subsidiary in the ordinary course of business that restricts the sublicensing, pledge, transfer or assignment of the licensee’s rights thereunder. 



45











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



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


      (a)     equity
  Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8;



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



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



     (d)     in the ordinary course of business, Investments by the Parent in the Company, by the Company in any of its Subsidiaries or by any
Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties; 



     (e)     Suretyship Liabilities permitted by Section 10.7; 



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



     (g)     Cash Equivalent Investments; 



     (h)     bank deposits in the ordinary course of business and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, (y) amounts maintained
(in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are
maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $500,000 in the aggregate and (z) for a period of 90 days after the Effective Time, accounts currently located in Canada; 



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



     (j)     Investments set forth on Schedule 10.19; 



46











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



     (l)     Permitted Acquisitions;



     (m)     Investments in mutual funds not otherwise permitted by clauses (a) through
(l) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; and 



     (n)     other Investments in an aggregate amount (valued at cost) not exceeding $1,000,000 at any time outstanding; 



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



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



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



     10.22     Real Estate Documents. 



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


      (b)     In
  the case of each parcel of real property leased (as lessee) by the Company or any domestic Subsidiary after the Effective Time, use
  commercially reasonable efforts to deliver, or to cause to be delivered to the Administrative Agent concurrently with the effectiveness
  of such lease, (i) a Collateral Access Agreement from the owner and each mortgagee of such property waiving any landlord’s or mortgagee’s
  Lien in respect of personal property of any Loan Party kept at the premises subject to such lease (unless the delivery of such Collateral
  Access Agreement is waived by the Administrative Agent); and (ii) if requested by the Administrative Agent, a leasehold Mortgage for
  such property and the documents listed in clause (a) above
  with respect to such property.  


47







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



     SECTION 11     EFFECTIVENESS; CONDITIONS OF LENDING, ETC. 



     11.1     Effectiveness. This Agreement shall become effective at the time (the “Effective Time”) at which the Administrative Agent shall have received (a) all amounts which are then due and payable pursuant to
Section 5 and (to the extent billed) Section 15.6; (b) evidence satisfactory to the Administrative Agent that all filings required
by the Administrative Agent to perfect the Administrative Agent’s Lien on the collateral under the Collateral Documents have been duly made and are in full force and effect; and (c) all of the following, each duly executed and dated a date
satisfactory to the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent, and each (except for the Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to
provide one for each Lender: 



     11.1.1     Notes. The Notes. 



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



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




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



     11.1.5      Confirmation. The Confirmation executed by each Loan Party. 



48











     11.1.6      Opinion of Counsel for the Loan Parties. The opinion of Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Loan Parties. 



     11.1.7     Compliance Certificate. A compliance certificate substantially in the form of Exhibit B showing pro forma compliance with the financial covenants set forth in Section 10.6 as of April 3, 2004. 



     11.1.8     Form U-1. An appropriately completed Federal Reserve Form U-1 for each Lender. 



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



     11.2     Condition to Borrowings to Prepay Seller Subordinated Debt. The obligation of each Lender to make any
Revolving Loan the proceeds of which will be used to pay a dividend to the Parent which will use the proceeds of such dividend to prepay Seller Subordinated Debt is (in addition to the condition that the Effective Time shall have occurred and the
conditions precedent set forth in Section 11.3) is subject to the receipt by the Administrative Agent of a duly completed compliance certificate substantially in the form of Exhibit B showing compliance with the financial covenants set forth in Section 10.6 for the Fiscal Quarter ended immediately prior to such payment.




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



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



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



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



     11.3.2      Confirmatory Certificate. If requested by the Administrative Agent or any
Lender (acting through the Administrative Agent), the Administrative Agent shall have received (in sufficient counterparts to provide one to each Lender) a certificate dated the date of such requested Credit Extension and signed by a duly authorized
representative of the Company as to the matters set out in Section 11.3.1 (it being understood that each request by the Company for a Credit Extension shall be deemed to constitute a
representation and warranty by the Company that the conditions precedent set forth in Section 11.3.1 will be satisfied at the time of the making of such Credit Extension), together with such
other documents as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request in support thereof. 



49





 
     SECTION 12     EVENTS
  OF DEFAULT AND THEIR EFFECT.  

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


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

     12.1.2     Non-Payment
  of Other Debt. Any default shall occur under the terms applicable to any Debt of the Parent or any Subsidiary
  in an aggregate principal amount (in any case for all such Debt so affected) exceeding $1,000,000 and such default shall (a) consist
  of the failure to pay such Debt when due (subject to the expiration of any applicable grace period), whether by acceleration or otherwise,
  or (b) accelerate the maturity of such Debt or permit the holder or holders thereof (subject to the expiration of any applicable grace
  period), or any trustee or agent for such holder or holders, to cause such Debt to become due and payable prior to its expressed maturity.
   

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


     12.1.4     Non-Compliance
  with Provisions of This Agreement. (a) Failure by the Parent to comply with or to perform any covenant
  set forth in Sections 10.2, 10.5(a) (with respect to the Parent or the Company), 10.6 through 10.13, 10.17,
  10.18, 10.19 or 10.21; or (b) failure by the Parent to comply with or to perform any other provision of this Agreement
  (and not constituting an Event of Default under any of the other provisions of this Section 12) and continuance of such failure
  for 30 days after notice thereof to the Company from the Administrative Agent or any Lender.  

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

 50 



 
     12.1.6     Pension
  Plans. (i) Institution of any steps by any Loan Party or any other Person to terminate a Pension Plan
  if as a result of such termination such Loan Party could be required to make a contribution to such Pension Plan, or could incur a liability
  or obligation to such Pension Plan, in excess of $1,000,000; (ii) a contribution failure occurs with respect to any Pension Plan sufficient
  to give rise to a Lien under section 302(f) of ERISA; or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer
  Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal
  (including any outstanding withdrawal liability that the Parent and the Controlled Group has incurred on the date of such withdrawal)
  exceeds $1,000,000.  

     12.1.7     Judgments.
  Final judgments which exceed an aggregate (to the extent not covered by independent third-party insurance as to which the insurer does
  not dispute coverage) of $1,000,000 shall be rendered against the Parent or any Subsidiary and shall not have been paid, discharged
  or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgments.  

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

     12.1.9     Invalidity
  of Collateral Documents, etc. (a) Any Collateral Document shall cease to be in full force and effect with
  respect to any Loan Party (unless such Loan Party ceases to be a Subsidiary pursuant to a transaction permitted by Section 10.10);
  (b) any Loan Party shall fail to comply with or to perform any applicable provision of any Collateral Document to which such entity
  is a party and such failure (i) affects a material portion of the collateral granted under such Collateral Document or (ii) continues
  for 10 days after a Responsible Officer obtains knowledge thereof; or (c) any Loan Party (or any Person by, through or on behalf of
  such Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document. 


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

 51 



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

      SECTION 13     PARENT
  GUARANTY  

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

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


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

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

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

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

 52 




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

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

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

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

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

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

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

 53 




      SECTION 14     THE
  ADMINISTRATIVE AGENT.  

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

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


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

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

 54 



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

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

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

 55 




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

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

 56 




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

     14.9     Successor
  Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall,
  resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the
  Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld
  or delayed), appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is
  appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting
  with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as
  successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of
  the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and
  the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring
  Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 14 and Sections15.6
  and 15.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under
  this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following
  a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
  thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if
  any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however,
  Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also
  simultaneously be replaced as an “Issuing Lender” and the “Swing Line Lender” hereunder pursuant to documentation
  in form and substance reasonably satisfactory to Bank of America.  

 57 



 
      14.10     Withholding
  Tax.  

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


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

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

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

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

 58 




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

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

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

 59 



 
      SECTION 15     GENERAL.
   

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

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

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

 60 




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

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


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

 61 



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

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


      15.9     Assignments;
  Participations.  

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


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

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

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

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



 62 



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

     The Administrative Agent, acting solely for this purpose as an agent
  of the Company, shall maintain at the Administrative Agent’s office specified for payments pursuant to Section 7.1
  a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and
  the Commitments of, and principal amount of the Loans and reimbursement obligations owing to, each Lender pursuant to the terms hereof
  from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, the Administrative
  Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
  for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company
  and any Lender, at any reasonable time and from time to time upon reasonable prior notice.  

     Notwithstanding the foregoing provisions of this Section 15.9.1
  or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Loans and its Note to a Federal
  Reserve Bank; provided that no such assignment pursuant shall release any Lender from any of its obligations hereunder. 


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

 63 




     15.10     Governing
  Law. THIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD
  TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT 735 ILLINOIS COMPILED STATUTE Section 105/5105/5-5). Whenever possible each provision of this
  Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
  shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity,
  without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the Company and
  rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in
  limitation of those provided by applicable law.  

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


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

      15.13     Indemnification
  by the Company.  

     (a)     In
  consideration of the execution and delivery of this Agreement by the Administrative Agent and the Lenders and the agreement to extend
  the Commitments provided hereunder, the Company hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Lead Arranger,
  each Lender and each of the officers, directors, employees, Affiliates and agents of the Administrative Agent and each Lender (each
  a “Lender Party”) free and harmless from and against
  any and all Indemnified Liabilities, except to the extent that such Indemnified Liabilities arise on account of any such Lender Party’s
  gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the
  Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which
  is permissible under applicable law.  

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

 64 




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

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

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      15.16     USA
  PATRIOT ACT NOTICE. Each Lender and the Administrative Agent (for itself
  and not on behalf of any Lender) hereby notifies the Parent and the Company 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 the Parent and the Company, which information includes the name and address of the Parent and
  the Company and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Parent and
  the Company in accordance with the Act.  

 66 



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

	 	MIDDLEBY MARSHALL INC.
	 	 	 
	 	By	 /s/ Timothy J. FitzGerald
	 	 	

	 	Title 	 VP, Chief Financial Officer
	 	 	

	 	 	 
	 	 	 
	 	THE MIDDLEBY CORPORATION
	 	 	 
	 	By	 /s/ David B. Baker
	 	 	

	 	Title	Title VP, Chief Administrative Officer
	 	 	



 67 




	 	BANK OF AMERICA, N.A., as Administrative Agent  
	 	 	 
	 	By	/s/ Jeffrey White
	 	 	 

	 	Title 	Assistant Vice President
	 	 	 



 68 



 
  

	 	BANK OF AMERICA, N.A., as Issuing Lender, Swing Line Lender and a Lender 
	 	 	 
	 	By	/s/ Craig W. McGuire
	 	 	
      

	 	Title	Vice President
	 	 	 



 69 



 
  

	 	LASALLE BANK NATIONAL ASSOCIATION 
	 	 	 
	 	By	/s/ Peg Laughlin
	 	 	
      

	 	Title 	Senior Vice President
	 	 	 



 70 



 
 . 

	 	WELLS FARGO BANK, N.A
	 	 	 
	 	By	/s/ Edmund H. Lester
	 	 	
      

	 	Title 	Vice President
	 	 	
      



 71 




	 	 	THE NORTHERN TRUST COMPANY 
	 	 	 	 
	 	 	By	/s/ Laurie Kuta
	 	 	 	 

	 	 	Title	Vice President
	 	 	 	 




 72 



 
  

	 	FIFTH THIRD BANK (CHICAGO) 
	 	 	 
	 	By	/s/ Andy P. Bennett
	 	 	
      

	 	Title	Vice President
	 	 	
      



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 SCHEDULE 1.1  

 PRICING SCHEDULE  

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

	 	Level I	 	Level II	 	Level III	 	Level IV
	
 
	Commitment Fee Rate	0.250%	     	0.300%	     	0.350%	     	0.400%
	
 
	Eurodollar Margin/LC Fee Rate	1.000%	 	1.250%	 	1.375%	 	1.625%
	
 


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

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

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

     Level IV applies when the Leverage Ratio is greater than 2.00.
   

     Initially, the applicable Level shall not be determined in accordance
  with the Leverage Ratio but shall be Level II. Beginning with the Fiscal Quarter ending July 3, 2004, the applicable Level shall be
  adjusted, to the extent applicable, 45 days (or, in the case of the last Fiscal Quarter of any Fiscal Year, 90 days) after the end of
  each Fiscal Quarter based on the Leverage Ratio as of the last day of such Fiscal Quarter; provided that if the Company fails
  to deliver the financial statements required by Section 10.1.1 or 10.1.2, as applicable, and the related certificate required
  by Section 10.1.3 by the 45th day (or, if applicable, the 90th day) after any Fiscal Quarter, Level IV shall apply until such
  financial statements are delivered.  



 
 SCHEDULE 2.1  

 LENDERS AND INITIAL COMMITMENTS AND PERCENTAGES 

	   Lender	Commitment	 	Percentage
	 
	
	
	

	Bank of America, N.A.	$	20,000,000	         	28.571428572%
	 
	
	
	
	

	LaSalle Bank National Association	$	15,000,000	 	21.428571429%
	 
	
	
	
	

	Wells Fargo Bank, N.A.	$	15,000,000	 	21.428571429%
	 
	
	
	
	

	The Northern Trust Company	$	10,000,000	 	14.285714285%
	 
	
	
	
	

	Fifth Third Bank (Chicago)	$	10,000,000	 	14.285714285%
	 
	
	
	
	

	      TOTALS	$	70,000,000	 	100.000000000%
	 
	
	
	
	





 
 SCHEDULE 9.6  

 LITIGATION AND CONTINGENT LIABILITIES 



 
 SCHEDULE 9.7  

 OWNERSHIP OF PROPERTIES; LIENS 



 
 SCHEDULE 9.8  

 SUBSIDIARIES  

	 	Middleby Marshall Inc.

            Blodgett Holdings, Inc.

            Middleby Japan Corporation
      

            G.S. Blodgett Corporation
      

                  Pitco
      Frialator, Inc.

                  MagiKitch’n
      Inc. 

                  Cloverleaf
      Properties, Inc.

                  Frialator
      International Limited (UK)

                  G.S.
      Blodgett International, Limited

            Middleby Philippines
      Corp.

                  Fab
      Asia

            Middleby Worldwide, Inc.

                  Middleby
      Taiwan Corporation

                  Middleby
      Korea Corporation

                  Middleby
      China Corporation

                  Middleby
      Worldwide, S.A. de C.V.

                  Middleby
      España, S.L.

      




 
 SCHEDULE 9.15  

 ENVIRONMENTAL MATTERS 



 
 SCHEDULE 10.7(h) 

 EXISTING DEBT  



 
 SCHEDULE 10.8  

 EXISTING LIENS 



 
 SCHEDULE 10.19  

 EXISTING INVESTMENTS 



 
SCHEDULE 15.3

  ADDRESSES FOR NOTICES  

 MIDDLEBY MARSHALL, INC.  

 1400 Toastmaster Drive

  Elgin, IL 60120

  Attention: Chief Financial Officer

  Telephone: (847) 741-3300

  Facsimile: (847) 741-1689  

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

 For notices of borrowing, payments and other administrative matters:  

 901 Main St

  Dallas, TX 75202

  Attention: Denise Wolfenberger

  Telephone: 214-209-3175

  Facsimile: 214-290-8373  

 with a copy to:  

 231 S. LaSalle Street

  Mail Code: IL1-231-08-30

  Chicago, Illinois 60697

  Attention: David A. Johanson, Vice President

  Telephone: 312-828-7933

  Facsimile: 877-206-8410  

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

 231 S. LaSalle Street

  Chicago, Illinois 60697

  Attention: Craig W. McGuire 

  Telephone: 312-828-1320

  Facsimile: 312-828-1974  



 
 WELLS FARGO BANK, N.A.  

 For notices of borrowing, payments and other administrative matters: 

 1740 Broadway

  Denver, CO 80274

  Attention: Patricia Delreal-Flores

  Telephone: 303-863-5183

  Facsimile: 303-863-2729  

 For all other notices:  

 230 West Monroe

  Suite 2900

  Chicago, IL 60606

  Attention: Edmund H. Lester

  Telephone: 312-762-9020

  Facsimile: 312-795-9388  

 FIFTH THIRD BANK (CHICAGO)  

 For notices of borrowing, payments and other administrative matters: 

 233 S. Wacker Drive

  Chicago, IL 60606

  Attention: Cecilia Leephailbul 

  Telephone: 312-876-4387

  Facsimile: 312-876-4793  

 For all other notices:  

 Attention: Andrew Bennett 

  Telephone: 312-756-5563 

  Facsimile: 312-756-5570  

 THE NORTHERN TRUST COMPANY  

 For notices of borrowing, payments and other administrative matters: 

 50 S. LaSalle St.

  Chicago, IL 60675 

  Attention: Oscar Parrish 

  Telephone: 312-444-5504 

  Facsimile: 312-444-3502  



 
 For all other notices:  

 Attention: Eileen Sachanda 

  Telephone: 312-444-4273 

  Facsimile: 312-444-7028  

 LASALLE BANK NATIONAL ASSOCIATION  

 For notices of borrowing, payments and other administrative matters: 

 135 S. LaSalle Street, Suite 1125 

  Chicago, IL 60603 

  Attention: Sheila Brown 

  Telephone: 312-904-5319 

  Facsimile: 312-904-6150  

 For all other notices:  

 Attention: Peg Laughlin 

  Telephone: 312-904-6742 

  Facsimile: 312-904-6150