(b) No Unmatured Event of Default and no Event of Default exists under the Existing Agreementafter giving effect to matters described in Section 10 hereof.     (c) The Borrower is a corporation, duly organized, qualified and existing in good standingunder the laws of the Commonwealth of Massachusetts and has the power to own its property and tocarry on its business as it is now being conducted. In addition, the Borrower is duly qualified todo business and is in good standing in each jurisdiction in which the character of the propertiesowned by it therein or in which the transaction of its business makes such qualification necessary**,**except where the failure to so qualify would not have a Material Adverse Effect.     (d) The execution, delivery and performance of this Agreement and the documents related hereto(the “Amendment Documents”) are within the power of the Borrower and are not in contravention ofany law, the Borrower’s Articles of Incorporation or By-Laws, or the terms of other documents,agreements or undertaking to which the Borrower is a party or by which the Borrower is bound. Noapproval of any person, corporation, governmental body or other entity not provided herewith is aprerequisite to the execution, delivery and performance by the Borrower of the Amendment Documents.     (e) When executed on behalf of the Borrower, the Amendment Documents will constitute thelegally binding obligations of the Borrower, enforceable in accordance with their terms, subject tobankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generallyand to general principals of equity.     2. Amendments to Existing Credit Agreement. The Existing Credit Agreement is herebyamended in the following respects:     (a) The Existing Credit Agreement is hereby amended to reflect that the Bank, as the successorin interest to LaSalle Bank, has become both the Agent and the sole Bank, as such terms are definedand used in the Existing Credit Agreement and the Loan Documents, for all purposes thereunder andwith respect thereto. Accordingly, all references therein to the Agent or the Bank shall be deemedto be Bank of America, N.A. and any successor thereto.     (b) The Existing Credit Agreement is hereby generally amended to reflect that the Term Loanshave been paid in full and are no longer outstanding.     (c) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definitionof “Borrowing Base” and replacing it with the following:“Borrowing Base” means an amount equal to the total of (a) 75% of the unpaid amount(net of such reserves and allowances as the Required Banks deems necessary in its or theirreasonable discretion) of all Eligible Accounts Receivable plus (b) the lesser of (i) 40% ofthe value of all Eligible Inventory valued at the lower of cost or market (net ofsuch reserves and allowances as the Bank deems necessary in its sole discretion) or (ii)$6,000,000.
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     (d) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definitionof “Funded Debt” and replacing it with the following:“Funded Debt” means, as to any Person, without duplication, the sum of (a) all Debt of suchPerson that matures more than one year from the date of its creation (or it is renewable orextendable, at the option of such Person, to a date more than one year from such date) butshall not include the Stated Amount of the 2004 IRB Letter of Credit,  plus (b) theaggregate principal amount of all outstanding Revolving Loans, plus (c) the Stated Amount ofall Letters of Credit  (to the extent that they are not already included in paragraph (a) ofthis definition).     (e) Section 1.1 of the Existing Credit Agreement is hereby further amended by deleting thedefinition of “Revolving Commitment Amount” and replacing it with the following:“Revolving Commitment Amount” means $15,000,000 from the date hereof until and includingJune 30, 2009, and $17,000,000 from July 1, 2009 and thereafter, as the same may be reducedfrom time to time pursuant to Section 6.1 hereof.     (f) Section 1.1 of the Existing Credit Agreement is hereby further amended by deleting thedefinition “Revolving Outstandings” and replacing it with the following:“Revolving Outstandings” mean, at any time, the sum of (a) the aggregate principal amount ofall outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit, plus(c) the Stated Amount of the 2004 IRB Letter of Credit.     (g) Section 1.1 of the Existing Credit Agreement is hereby further amended by deleting thedefinition of “Stated Amount” and replacing it with the following:“Stated Amount” means (1) with respect to any Letter of Credit at any date of determination,(a) the maximum aggregate amount available for drawing thereunder under any and allcircumstances plus (b) the aggregate amount of all unreimbursed payments and disbursementsunder such Letter of Credit, and (2) with respect to the 2004 IRB Letter of Credit at anydate of determination, (a) the maximum aggregate amount available for drawing thereunderunder any and all circumstances plus (b) the aggregate amount of all unreimbursed paymentsand disbursements under the 2004 IRB Letter of Credit.     (h) Section 1.1 of the Existing Credit Agreement is hereby further amended by deleting thedate “March 30, 2012” from the definition of Termination Date and replacing it with the date “March29, 2010”.
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     (i) Section 5.1 of the Existing Credit Agreement is hereby amended by deleting the secondsentence thereof and replacing it with the following:“For purposes of calculating usage under this Section, the Revolving Commitment Amount shallbe deemed used to the extent of the aggregate principal amount of outstanding RevolvingLoans, plus the Stated Amount of all Letters of Credit plus the Stated Amount of the 2004IRB Letter of Credit.”     (j) Section 10.1.2 of the Existing Credit Agreement is hereby amended to reflect that inaddition to the interim monthly financials described therein, the Borrower will, upon writtenrequest of the Bank (which request may be given by e-mail), furnish the Bank within thirty (30)days after the end of each month (forty five (45) days in the case of the last month of each FiscalQuarter) (commencing with the first full fiscal month after Bank’s written request), with (i)agings, as of the end of such month, of all of the Borrower’s accounts receivable and accountspayable, and (ii) an inventory position of the Borrower as of the end of such month, with all ofsuch reports certified by the Chief Financial Officer or the Corporate Controller of the Company.     (k) Section 10.6.1 of the Existing Credit Agreement is hereby amended by deleting it in itsentirety and replacing it with the following:“10.6.1 Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio forany Computation Period as of the last day of the Fiscal Quarter ending April 3, 2009 to beless than 1.10 to 1.00, not permit the Fixed Charge Coverage Ratio for any ComputationPeriod as of the last day of the Fiscal Quarter ending June 30, 2009 to be less than 1.20 to1.00, and not permit the Fixed Charge Coverage Ratio for any Computation Period as of thelast day of each Fiscal Quarter thereafter to be less than 1.50 to 1.00.”     (l) Section 10.6.2 of the Existing Credit Agreement is hereby amended to reflect that forpurposes of calculating the Borrower’s Funded Debt to Adjusted EBITDA Ratio for any ComputationPeriod for the Borrower’s Fiscal Quarters ending April 3, 2009 and June 30, 2009 only, thedefinition of Funded Debt shall not include any Letters of Credit.     (m) Section 10.6.3 of the Existing Credit Agreement is hereby amended by deleting it in itsentirety and replacing it with the following:“10.6.3 Capital Expenditures. Not permit the aggregate amount of all CapitalExpenditures made by the Company and its Subsidiaries in any Fiscal Year to exceed$2,000,000.”
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     (n) The Pricing Schedule attached to the Existing Credit Agreement is hereby deleted in itsentirety and replaced by the following:**Pricing Schedule**     The term “LIBOR Margin” shall mean 3.35%.     The term “Base Rate Margin” shall mean 1.10%.     The term “Non-Use Fee Rate” shall mean .75%.     The term “LC Fee Rate” shall mean 2.00%.     (o) Schedules 9.6, 9.8, 9.15, 9.16, 9.19, 10.7, 10.8, 10.10, 10.20 and 14.3 of the ExistingCredit Agreement are hereby deleted in their entirety and replaced by the Schedules attachedhereto under Exhibit C.     3. Amendment and Restatement of Revolving Loan Notes. The two (2) Second Amended andRestated Revolving Credit Notes payable by the Borrower to the Bank in the aggregate principalamount of $28,000,000 dated May 23, 2007 shall be amended and restated substantially in the form ofExhibit A attached hereto (the “Revolving Loan Note”).     4. Amendment to and Ratification of Security Agreement. Reference is hereby made tothat certain Second Amended and Restated Security Agreement by and between the Borrower and theBank (as successor to LaSalle Bank) dated as of May 23, 2007, as amended (the “SecurityAgreement”).     (a) The Security Agreement is hereby amended by deleting Section 2 thereof in its entirety andreplacing it with the following:“2.Grant of Security Interest. As security for the payment of allLiabilities, each Debtor hereby assigns to the Agent for the benefit of theLender Parties, and grants to the Agent for the benefit of the Lender Parties acontinuing security interest in all of the personal property of such Debtor,wherever located, whether now or hereafter existing or acquired, including, butnot limited to, the following:All of such Debtor’s:(i) Accounts;(ii) Inventory;(iii) Equipment and Fixtures;
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(iv) Chattel Paper, Instruments (including Promissory Notes), Investment Property,Documents, Letter of Credit Rights and General Intangibles;(v) Deposit Accounts;(vi) All accessions, additions, attachments and improvements to, and substitutions andreplacements of, any and all of the foregoing; and