Subsidiary Stock Pledge executed by MTRI pledging the capital stock
of MTR Harness as additional Collateral under the Credit Agreement, together
with the stock certificate evidencing MTRI's ownership of such capital stock and
a stock power executed in blank.
C.
REIMBURSEMENT TO AGENT BANK BY
BORROWERS FOR ALL REASONABLE FEES AND OUT-OF-POCKET EXPENSES INCURRED BY AGENT
BANK IN CONNECTION WITH THE FOURTH AMENDMENT, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES OF HENDERSON & MORGAN, LLC AND ALL OTHER LIKE EXPENSES REMAINING
UNPAID AS OF THE FOURTH AMENDMENT EFFECTIVE DATE; AND
D.
SUCH OTHER DOCUMENTS, INSTRUMENTS OR
CONDITIONS AS MAY BE REASONABLY REQUIRED BY AGENT BANK.
6.
Representations of Borrowers.
Borrowers hereby represent to the Banks, which representations shall survive the
Fourth Amendment Effective Date and be deemed incorporated into Article IV of
the Credit Agreement, that:
A.
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE IV OF THE EXISTING CREDIT AGREEMENT AND CONTAINED IN EACH
OF THE OTHER LOAN DOCUMENTS (OTHER THAN REPRESENTATIONS AND WARRANTIES WHICH
EXPRESSLY SPEAK ONLY AS OF A DIFFERENT DATE, WHICH SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AS OF SUCH DATE) ARE TRUE AND CORRECT ON AND AS OF THE
FOURTH AMENDMENT EFFECTIVE DATE IN ALL MATERIAL RESPECTS AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE FOURTH AMENDMENT
EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
ARE NOT TRUE AND CORRECT AS A RESULT OF A CHANGE WHICH IS PERMITTED BY THE
CREDIT AGREEMENT OR BY ANY OTHER LOAN DOCUMENT OR WHICH HAS BEEN OTHERWISE
CONSENTED TO BY AGENT BANK OR, WHERE APPLICABLE, THE REQUISITE LENDERS;
B.
SINCE THE DATE OF THE MOST RECENT
FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.08 OF THE EXISTING CREDIT
AGREEMENT, NO MATERIAL ADVERSE CHANGE HAS OCCURRED AND NO EVENT OR CIRCUMSTANCE
WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE HAS
OCCURRED;
C.
NO EVENT HAS OCCURRED AND IS CONTINUING
WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT UNDER THE TERMS OF THE CREDIT
AGREEMENT; AND
D.
THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS FOURTH AMENDMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION OF
BORROWERS AND THIS FOURTH AMENDMENT CONSTITUTES THE VALID, BINDING AND
ENFORCEABLE OBLIGATION OF BORROWERS.
7.
Incorporation by Reference.
This
Fourth Amendment shall be and is hereby incorporated in and forms a part of the
Existing Credit Agreement.
8.
Governing Law.
This Fourth Amendment
to Credit Agreement shall be governed by the internal laws of the State of
Nevada without reference to conflicts of laws principles.
9.
Counterparts.
This Fourth Amendment
may be executed in any number of separate counterparts with the same effect as
if the signatures hereto and hereby were upon the same instrument.
All such
counterparts shall together constitute one and the same document.
10.
Continuance of Terms and Provisions.
All of
the terms and provisions of the Credit Agreement shall remain unchanged except
as specifically modified herein.
IN WITNESS WHEREOF, Borrowers and the Agent Bank (acting