Common use of Certain Contractual Obligations Clause in Contracts

Certain Contractual Obligations. Set forth on Schedule 5.7 is a true and complete list of all of the following Contractual Obligations of the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby): (a) all collective bargaining agreements; (b) all written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely to (c) all Contractual Obligations under which any of the Steel Heddle Companies is or will after the Closing be restricted in any respect from carrying on their respective business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations); (d) all Contractual Obligations to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 in the aggregate; (e) all Contractual Obligations between any of the Steel Heddle Companies on the one hand and any Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other hand; (f) all Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies has any liability or obligation for Debt, (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle Companies, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregate; (g) all Contractual Obligations pursuant to which any of the Steel Heddle Companies incurred an obligation in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through (ii); (h) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate per year, except for purchase orders issued in the Ordinary Course of Business;

Certain Contractual Obligations. Set forth on Schedule 5.7 is a true and complete list of all of the following Contractual Obligations of the Steel Heddle Target Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):whether written or oral: (a) all collective bargaining agreements; (b) all written All individual employment or consulting agreements pursuant to which services are rendered to the Steel Heddle CompaniesTarget Companies (other than the Company Plans), in each case which are likely toto involve payments by or on behalf of a Target Company in excess of $50,000 per year, and all collective bargaining agreements; (cb) all All Contractual Obligations under which any of the Steel Heddle Companies Target Company is or will after the Closing be restricted in any material respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases, Personalty Leases and Personalty Leases that are of the type and scope customarily found in such Contractual ObligationsLicenses); (dc) all All Contractual Obligations (but excluding options for shares) to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 100,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between any of the Steel Heddle Companies Target Company on the one hand and any Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) Target Company on the other hand; (fe) all All Contractual Obligations (including including, without limitation, partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies Target Company has any liability or obligation for Debt, Debt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than any Target Company) or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle CompaniesTarget Company, in either case involving any Debt or liability Liability in excess of $100,000 individually or $500,000 and excluding any trade payables incurred in the aggregateOrdinary Course of Business; (gf) all All Contractual Obligations entered into since July 15, 1993 pursuant to which any of the Steel Heddle Companies Target Company incurred an obligation to pay any amounts in excess of $100,000 in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; , (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through and (ii); (hg) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies Target Company may be expected to perform services or provide products with a value in excess of $250,000 individually or $500,000 in the aggregate 100,000 per year and which cannot be canceled without material cost by any of the Steel Heddle Companies Target Company within ninety (90) 30 days, except for customer purchase orders received in the Ordinary Course of Business;; and (ih) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies Target Company may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate 100,000 per yearyear and which cannot be canceled without material cost by any Target Company within 30 days, except for purchase orders issued in the Ordinary Course of Business;. Each of the Contractual Obligations listed on Schedule 5.7, as in effect on the date hereof, shall be referred to herein collectively as the "Contracts"). No breach or default in performance by any Target Company under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default, other than any breach or default which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no material breach or default by any other Person under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a material breach or default, except a breach or default which would not reasonably be expected to have a Material Adverse Effect.

Certain Contractual Obligations. Set forth on Schedule 5.7 5.7(a) is a true and complete list of all of the following Contractual Obligations (including all amendments or modifications thereof) of the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):WEFA Companies: (a) all All collective bargaining agreements; (b) agreements and all written employment or individual consulting agreements pursuant to which services are rendered to the Steel Heddle CompaniesWEFA Companies (other than the Company Plans), in each case which are likely toto involve payments by or on behalf of a WEFA Company in excess of $25,000 per year; (cb) all All material Contractual Obligations under which any of the Steel Heddle Companies WEFA Company is or will after the Closing be restricted in any material respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (dc) all All Contractual Obligations (but excluding the Options) to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 25,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between any of the Steel Heddle Companies WEFA Company on the one hand and any Affiliate of any of the Steel Heddle Companies WEFA Company (other than one of the other Steel Heddle WEFA Companies) on the other handhand in excess of $25,000; (fe) all All Contractual Obligations (including including, without limitation, partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies WEFA Company has any liability or obligation for Debt, or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than any WEFA Company) or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle CompaniesWEFA Company, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregate;in (gf) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies WEFA Company incurred an obligation to pay any amounts in excess of $25,000 in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; , (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through (ii); (hg) all All Contractual Obligations (including Government Contracts) pursuant to which any of the Steel Heddle Companies WEFA Company may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year 25,000 and which cannot be canceled by any of the Steel Heddle Companies WEFA Company within ninety (90) days30 days without penalty, except for customer purchase orders received contracts entered into in the Ordinary Course of Business;; and (ih) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies WEFA Company may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate 25,000 per year, except for purchase orders issued and contracts entered into in the Ordinary Course of Business;. Each of the Contractual Obligations listed on Schedule 5.7(a), as in effect on the date hereof, shall be referred to herein collectively as the "Contracts". No breach or default in performance by any WEFA Company under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default, other than any breach or default which has not had a Material Adverse Effect. To the Knowledge of Sellers, no material breach or default by any other Person under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a material breach or default, except a breach or default which has not had a Material Adverse Effect. Schedule 5.7(i) sets forth a list of United States customers that have accounted for at least 90% of the United States sales of the WEFA Companies for the period from December 1, 1995 through November 30, 1996. By the Closing Date the Company shall update Schedule 5.7(i) pursuant to Section 7.4.4 to set forth a list of customers that have accounted for at least 90% of the worldwide sales of the WEFA Companies for the period from

Certain Contractual Obligations. Set forth on Schedule 5.7 in the Sellers' Disclosure Letter is a true and complete list of all of the following material Contractual Obligations of APC or any of its Subsidiaries (except for or with respect to the Steel Heddle Companies (other than (i) APC Plans and the OptionsAPC Benefit Arrangements), Warrants and Rightsincluding, and (ii) Contractual Obligations incurred solely in connection with without limitation, each of the transactions contemplated hereby):following: (a) all All collective bargaining agreements and other labor agreements; all material employment, producer or consulting agreements; and all other material plans, agreements, arrangements or practices which constitute Compensation or benefits to any of the directors, officers or employees of APC or any of its Subsidiaries; (b) all written employment All Contractual Obligations under which APC or consulting agreements pursuant any of its Subsidiaries is or may become obligated to pay any legal, accounting, brokerage, finder's or similar fees or expenses in connection with, or incur any severance pay or special Compensation obligations which services are rendered to would become payable by reason of, this Agreement or the Steel Heddle Companies, in each case which are likely toconsummation of the transactions contemplated hereby; (c) all All Contractual Obligations under which APC or any of the Steel Heddle Companies its Subsidiaries is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (d) all All Contractual Obligations to (including, without limitation, options) to: (i) sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into APC Assets except in the Ordinary Course of BusinessBusiness or (ii) having purchase or otherwise acquire any individual property or other assets for a fair market value in excess price of $250,000, individually 50,000 or $500,000 in the aggregatemore; (e) all All Contractual Obligations between which, individually, are in excess of $50,000 under which APC or any of the Steel Heddle Companies on the one hand and its Subsidiaries has any Affiliate liability for Debt or obligation for Debt or constituting or giving rise to a Guarantee of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other hand; (f) all Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies has any liability or obligation for Debtof any Person (other than any Lease, (ii) a Lien is imposed on any of Debt or intercompany advances between APC and its assets wholly-owned Subsidiaries), or (iii) under which any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle Companies, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregate; (g) all Contractual Obligations pursuant to which any of the Steel Heddle Companies incurred an obligation in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through (ii); (h) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate per year, except for purchase orders issued in the Ordinary Course of Business;Guarantee

Certain Contractual Obligations. Set forth on Schedule 5.7 3.7 is a true and complete list of all of the following Contractual Obligations of the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Company: (a) all All collective bargaining agreements; (b) agreements and all material written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle CompaniesCompany (other than the Company Plans), in each case which are likely toto involve payments by or on behalf of the Company in excess of $100,000 per year; (cb) all All Contractual Obligations under which any of the Steel Heddle Companies Company is or will after the Closing be restricted from competing in any respect from carrying on their respective line of business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained with any Person in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)geographical area or soliciting or hiring any person; (dc) all All Contractual Obligations (but excluding the Options) to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 100,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between any of the Steel Heddle Companies Company on the one hand and hand, any Shareholder or Affiliate thereof or any current officer, director, shareholder or Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) Company or on the other hand; (fe) all All Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies Company has any liability or obligation for Debt, Company Debt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than the Company) or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle CompaniesCompany, in either case involving any Debt or liability in excess of $100,000 individually individually; (f) All joint ventures, strategic alliances, partnerships, licensing arrangements (including all Intellectual Property Licenses, but excluding licensing Intellectual Property Licenses off-the-shelf software available on commercially reasonable terms through distributions, manufactures or consumer retail stores for a license fee of less than $500,000 in the aggregate5,000), or sharing of profits or proprietary information; (g) all All Contractual Obligations pursuant to which any of providing for severance, retention, change in control or other similar payments; (h) All material management agreements and Contractual Obligations with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than 30 days' notice; (i) All Contractual Obligations entered into since the Steel Heddle Companies incurred an obligation in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) Balance Sheet Date in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; , (ii) merger, consolidation or other business combination, combination or (iii) series or group of related transactions or events of a type specified in subclauses (i) through and (ii); (hj) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies Company may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate 100,000 per year and which cannot be canceled by any of the Steel Heddle Companies Company within ninety thirty (9030) days, except for customer purchase orders received in the Ordinary Course of Business; (ik) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies Company may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in 100,000 per year and which cannot be canceled by the aggregate per yearCompany within thirty (30) days, except for purchase orders issued in the Ordinary Course of Business;; and (l) All Contractual Obligations pursuant to which the Company is obligated to keep any information confidential in such a manner that materially inhibits the Business. Each of the Contractual Obligations listed on Schedule 3.7, as in effect on the date hereof, shall be referred to herein collectively as the "Contracts". No breach or default in performance by the Company under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default, other than any breach or default which has not had a Material Adverse Effect. To the Knowledge of the Company, no breach or default by any other Person under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default, except a breach or default which has not had and is not reasonably likely to have a Material Adverse Effect. No party to any of the Contracts has exercised any termination rights with respect thereto, and no party has given notice of any significant dispute with respect to any Contract. The Company has delivered to Parent true, correct and complete copies of all of the Contracts, together with all amendments, modifications or supplements thereto.

Certain Contractual Obligations. Set forth on Schedule 5.7 SCHEDULE ----------- ------------------------------- -------- 6.7 is a true and complete list of all of the following Contractual Obligations of --- to which the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Company is a party: (a) all All collective bargaining agreements and other labor agreements; all employment or consulting agreements (including, without limitation, all contracts concerning the management or operation of any real property) or forms thereof; all Existing Plans; and all other plans, agreements, arrangements or practices which constitute Compensation or benefits to any of the directors, officers or employees of the Company (including all written arrangements and written summaries of all material oral practices or arrangements); (b) all written employment All Contractual Obligations under which the Company is or consulting agreements pursuant may become obligated to pay following the Effective Time relating to any legal, accounting, brokerage, finder's or similar fees or expenses in connection with, or incur any severance pay or special Compensation obligations which services are rendered to would become payable by reason of, this Agreement or the Steel Heddle Companies, in each case which are likely toconsummation of the transactions contemplated hereby; (c) all All Contractual Obligations under which any of the Steel Heddle Companies Company is or will after the Closing be (i) restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world or (other than use restrictions contained ii) bound to participate in any allocation or sharing of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)Taxes; (d) all All Contractual Obligations to (including, without limitation, options) to: (i) sell or otherwise dispose of any assets material Assets except in the Ordinary Course of Business or (other than products pursuant to ii) purchase orders or agreements entered into otherwise acquire any material property or properties except in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 in the aggregate; (e) all All Contractual Obligations between under which the Company has or will after the Closing have any liability or obligation in excess of $25,000 to or for the Steel Heddle Companies on the one hand and benefit of any Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other handCompany; (f) all All Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies Company has any liability or obligation for DebtDebt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, (ii) a Lien is imposed on any of its assets or (iii) under which any Person has any liability or obligation constituting or giving rise to a guarantee Guarantee of any liability or obligation of any of the Steel Heddle CompaniesCompany (including, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregatewithout limitation, partnership and joint venture agreements); (g) all All Contractual Obligations pursuant under which the Company may become obligated to which pay any amount in excess of the Steel Heddle Companies incurred an obligation $25,000 in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets real property or of property constituting a business or securities representing a controlling interest in any Person; product line, (ii) other acquisition or disposition of assets other than sales of inventory in the Ordinary Course of Business, (iii) acquisition or disposition of securities, (iv) assumption of liabilities or warranty, (v) settlement of claims, (vi) merger, consolidation or other business combination, or (iiivii) any series or group of related transactions or events of a type specified in subclauses (i) through (iivi); (h) All contracts with any Governmental Authority and all Contractual Obligations pursuant with distributors, suppliers, vendors, customers, or other purchasers or suppliers of goods or services, including, without limitation, purchase or sales or service orders, which in the case of such other Contractual Obligations individually are likely to which any of require payments by or on behalf of, or to, the Steel Heddle Companies may be expected to perform services with a value Company in excess of $250,000 individually 25,000 during the calendar year ended December 31, 1998 or $500,000 in 25,000 over the aggregate per year and which cannot be canceled by any remaining term of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Businesscontract; (i) all All sales representative agreements to which the Company is party; and (j) The Ocal Options and the Representatives' Warrants. The Company has heretofore delivered to T&B a true, correct and complete copy (or, in the case of oral contracts or arrangements, an accurate written summary) of each of the Contractual Obligations pursuant listed on SCHEDULE 6.7, each as in effect on the date ------------ hereof and (except as otherwise required by this Agreement) as it will be in effect at the Closing, including, without limitation, all amendments (such Contractual Obligations, together with the Property Leases, the Leases, Licenses, and Insurance Policies, but excluding the Existing Plans, being referred to which herein collectively as the "CONTRACTS"). To the Company's knowledge, each Contract is, and after giving effect to the Closing hereunder and the consummation of the transactions contemplated hereby will be, Enforceable by the Company against each Person (other than the Company) party thereto, except: (i) as otherwise required by the terms of this Agreement, (ii) for such failures to be so enforceable as do not and will not have a Company Material Adverse Effect and (iii) as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and (B) general principles of equity (whether considered in a proceeding at law or in equity). To the Company's knowledge, no breach or default by the Company under any of the Steel Heddle Companies may be obligated to pay for goods Contracts has occurred and services to be delivered is continuing, and no event has occurred which with notice or performed in excess lapse of $250,000 individually time would constitute such a breach or $500,000 in default or permit termination, modification or acceleration by any other Person under any of the aggregate per yearContracts, except for purchase orders issued in each such case as has not had and will not have a Company Material Adverse Effect. No breach or default by any other Person under any of the Ordinary Course Contracts has occurred and is continuing, and no default has occurred which with notice or lapse of Business;time would constitute such a breach or default or permit termination, modification or acceleration by the Company under any of the Contracts, except in each such case as has not had and will not have a Company Material Adverse Effect.

Certain Contractual Obligations. Set forth on Schedule 5.7 hereto is ------------------------------- ------------ a true and complete list of all of the following Contractual Obligations of the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Iron Age Companies: (a) all All collective bargaining agreements; (b) agreements and all written employment or consulting agreements pursuant to which services are rendered or to be rendered to the Steel Heddle CompaniesIron Age Companies (other than the Company Plans) involving, in each case which are likely tocase, payments in excess of $75,000 in any year; (cb) all All Contractual Obligations under which any of the Steel Heddle Companies Iron Age Company is or will after the Closing be restricted in any material respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases, Personalty Leases and Personalty Leases that are of the type and scope customarily found in such Contractual ObligationsLicenses); (dc) all All Contractual Obligations (but excluding options for shares) to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 250,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between any of the Steel Heddle Companies Iron Age Company on the one hand and any Affiliate of any of the Steel Heddle Companies Iron Age Company (other than one of the other Steel Heddle Iron Age Companies) on the other hand; (fe) all All Contractual Obligations (including including, without limitation, partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies Iron Age Company has any liability or obligation for Debt, Debt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than any Iron Age Company) or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of any of the Steel Heddle CompaniesIron Age Company, in either case involving any Debt or liability Liability in excess of $100,000 individually or $500,000 in the aggregate250,000 individually; (gf) all All Contractual Obligations entered into since January 1, 1990 pursuant to which any of the Steel Heddle Companies Iron Age Company incurred an obligation to pay any amounts in excess of $250,000 in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; , (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through (ii); (hg) all All Contractual Obligations (including Government Contracts) pursuant to which any of the Steel Heddle Companies Iron Age Company may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies Iron Age Company within ninety (90) 30 days, except for customer purchase orders received in the Ordinary Course of Business; (ih) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies Iron Age Company may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate per year, except for purchase orders issued in the Ordinary Course of Business; (i) Any partnership or joint venture agreement involving potential liability in excess of $100,000; (j) Any material confidentiality agreement under which any Iron Age Company has any obligation of confidentiality and; (k) Any other Contractual Obligation creating obligations or liabilities on the part of any Iron Age Company in excess of $250,000 per year, or creating the right on the part of the Iron Age Companies to receive payment of more than $250,000 per year, except for purchase orders issued or received in the Ordinary Course of Business. Each of the Contractual Obligations listed or required to be listed on Schedule -------- 5.7 hereto, that has not been fully performed as of the date hereof, shall be --- referred to herein collectively as

Certain Contractual Obligations. Set forth on Schedule 5.7 4.7 is a true and complete list of all of the following Contractual Obligations of the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Company: (a) all All collective bargaining agreements and all written employment, severance, independent contractor, and consulting agreements, other than customary offer letters for employment at will that do not provide severance benefits beyond customary policies in the Ordinary Course of Business of Company; (b) all written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely to (c) all All Contractual Obligations under which any of the Steel Heddle Companies Company is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (dc) all All Contractual Obligations of Company to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of Ten Thousand Dollars ($250,000, individually or $500,000 10,000) except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between any of the Steel Heddle Companies Company, on the one hand hand, and any an Affiliate of any of Company, as the Steel Heddle Companies (other than one of the other Steel Heddle Companies) case may be, on the other hand; (fe) all All Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies Company has any liability or obligation for DebtDebt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than Company), or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of Company; (f) All Contractual Obligations entered into since January 1, 2007 pursuant to which Company has incurred an obligation to pay any of the Steel Heddle Companies, in either case involving any Debt or liability amounts in excess of Ten Thousand Dollars ($100,000 individually or $500,000 in the aggregate; (g10,000) all Contractual Obligations pursuant to which any of the Steel Heddle Companies incurred an obligation in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; , (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through or (ii); (hg) all All Contractual Obligations pursuant to which any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies Company may be obligated to pay for goods and services to be delivered or performed in excess of Ten Thousand Dollars ($250,000 individually or $500,000 in the aggregate 10,000) per year, except for purchase orders issued in the Ordinary Course of Business and except for Contractual Obligations with customers; (h) All joint ventures, limited liability company or partnership agreements, or other agreements (however named) involving a sharing of profits, losses, costs or liabilities by Company with any other Person; (i) Any agreement relating to the sale or disposition of material assets (other than in the Ordinary Course of Business;) by Company; and (j) Any Contractual Obligation entered into by Company since the Balance Sheet Date other than in the Ordinary Course of Business and involving payments in excess of Ten Thousand Dollars ($10,000); and (k) Any Contractual Obligation requiring the Company to pay, at any time (i) any fees or expenses to the Seller or their respective Affiliates in connection with the transactions contemplated by this Agreement or (ii) any bonus or other compensation to be paid to any officer or other employee of Company as a result of the transactions contemplated by this Agreement. Each of the Contractual Obligations described in the foregoing clauses and all other customer contracts shall be referred to herein collectively as the “Contracts.” The Company has made available to Buyer true and correct copies of the Contracts. No breach or default in performance by Company under any of the Contracts required to be listed on Schedule 4.7 has occurred, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default. No breach or default in performance by Company under any of the Contracts not required to be listed on Schedule 4.7 has occurred, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default. To the Knowledge of the Seller or the Company, (i) no breach or default by any other Person under any of the Contracts required to be listed on Schedule 4.7 has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default, (ii) no breach or default by any other Person under any of the Contracts not required to be listed on Schedule 4.7 has occurred and is continuing, and no event has occurred which with notice or lapse of time on both would constitute such a breach or default. To the Knowledge of the Seller or the Company, no third party intends to terminate or fail to renew any of the Contracts required to be listed on Schedule 4.7.

Certain Contractual Obligations. Set forth on Schedule 5.7 4.7 is a true and complete list of all of the following Contractual Obligations of Cratos and the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Subsidiaries: (a) all All collective bargaining agreements and all written employment, severance, independent contractor, and consulting agreements, other than customary offer letters for employment at will that do not provide severance benefits beyond customary policies in the Ordinary Course of Business; (b) all written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely to (c) all All Contractual Obligations under which Cratos or any of the Steel Heddle Companies Subsidiary is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (dc) all All Contractual Obligations to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,00025,000, individually or $500,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between Cratos or any of the Steel Heddle Companies Subsidiary, on the one hand hand, and any an Affiliate of Cratos or any of Subsidiary, as the Steel Heddle Companies (other than one of the other Steel Heddle Companies) case may be, on the other hand; (fe) all All Contractual Obligations (including partnership and joint venture agreements) under which (i) Cratos or any of the Steel Heddle Companies has Subsidiary have any liability or obligation for DebtDebt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than Cratos or any Subsidiary), or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of Cratos or any of the Steel Heddle Companies, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregateSubsidiary; (gf) all All Contractual Obligations entered into pursuant to which Cratos or any of the Steel Heddle Companies Subsidiary have incurred an obligation to pay any amounts in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; (ii) merger, consolidation or other business combination, ; or (iii) series or group of related transactions or events of a type specified in subclauses (i) through or (ii); (hg) all All Contractual Obligations pursuant to which Cratos or any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies Subsidiary may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate 25,000 per year, except for purchase orders issued in the Ordinary Course of BusinessBusiness and except for Contractual Obligations with customers; (h) All joint ventures, limited liability company or partnership agreements, or other agreements (however named) involving a sharing of profits, losses, costs or liabilities by Cratos or any Subsidiary with any other Person; (i) Any agreement with any investment or research consultant, solicitor or sales agent, or otherwise with respect to the referral of business to Cratos or any Subsidiary; (j) Any agreement for the provision of investment management or similar services; and (k) Any Contractual Obligation entered into by Cratos or any Subsidiary since the Balance Sheet Date other than in the Ordinary Course of Business and involving payments in excess of $25,000. Each of the Contractual Obligations described in the foregoing clauses of Cratos and the Subsidiaries shall be referred to herein collectively as the “Cratos Contracts.” Cratos has made available to Buyer true and correct copies of the Cratos Contracts. Each of the Cratos Contracts has been validly executed and delivered thereby and is Enforceable. To the Knowledge of Cratos, (i) no breach or default by any other Person under any of the Cratos Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default; and (ii) no breach or default by any other Person under any of the Cratos Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time on both would constitute such a breach or default. To the Knowledge of Cratos, the execution, delivery or performance of this Agreement will not constitute a breach or default under, or give rise to any right to terminate, any of the Contractual Obligations of Cratos by any counterparty thereto.

Certain Contractual Obligations. Set forth on Schedule 5.7 in the Sellers' Disclosure Letter is a true and complete list of all of the following material Contractual Obligations of APC or any of its Subsidiaries (except for or with respect to the Steel Heddle Companies (other than (i) APC Plans and the OptionsAPC Benefit Arrangements), Warrants and Rightsincluding, and (ii) Contractual Obligations incurred solely in connection with without limitation, each of the transactions contemplated hereby):following: (a) all All collective bargaining agreements and other labor agreements; all material employment, producer or consulting agreements; and all other material plans, agreements, arrangements or practices which constitute Compensation or benefits to any of the directors, officers or employees of APC or any of its Subsidiaries; (b) all written employment All Contractual Obligations under which APC or consulting agreements pursuant any of its Subsidiaries is or may become obligated to pay any legal, accounting, brokerage, finder's or similar fees or expenses in connection with, or incur any severance pay or special Compensation obligations which services are rendered to would become payable by reason of, this Agreement or the Steel Heddle Companies, in each case which are likely toconsummation of the transactions contemplated hereby; (c) all All Contractual Obligations under which APC or any of the Steel Heddle Companies its Subsidiaries is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (d) all All Contractual Obligations to (including, without limitation, options) to: (i) sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into APC Assets except in the Ordinary Course of BusinessBusiness or (ii) having purchase or otherwise acquire any individual property or other assets for a fair market value in excess price of $250,000, individually 50,000 or $500,000 in the aggregatemore; (e) all All Contractual Obligations between which, individually, are in excess of $50,000 under which APC or any of the Steel Heddle Companies on the one hand and its Subsidiaries has any Affiliate liability for Debt or obligation for Debt or constituting or giving rise to a Guarantee of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other hand; (f) all Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies has any liability or obligation for Debtof any Person (other than any Lease, (ii) a Lien is imposed on any of Debt or intercompany advances between APC and its assets wholly-owned Subsidiaries), or (iii) under which any Person has any liability or obligation constituting or giving rise to a guarantee Guarantee of any liability or obligation of APC or any of the Steel Heddle Companiesits Subsidiaries (including, in either case involving without limitation, partnership and joint venture agreements) other than any Debt Guarantee by APC of any Lease; (f) Any lease or liability other Contractual Obligation under which any tangible personal property having a cost or capital lease obligation in excess of $100,000 individually 50,000 is held or $500,000 in the aggregateused by APC or any of its Subsidiaries; (g) all Any Contractual Obligations pursuant to Obligation under which APC or any of the Steel Heddle Companies incurred an obligation its Subsidiaries would reasonably be expected to become obligated to pay any amount in excess of $50,000 in respect of indemnification obligations, obligations or purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) provisions in connection with any (i) acquisition or disposition of assets constituting a business assets, securities or securities representing a controlling interest in any Person; real property, (ii) other acquisition or disposition of assets other than in the Ordinary Course of Business, (iii) assumption of liabilities or warranty, (iv) settlement of claims, (v) merger, consolidation or other business combination, or (iiivi) series or group of related transactions or events of a type specified in subclauses (i) through (iiv); and if with respect to any Contractual Obligation there exists any pending or, to the Knowledge of Sellers, threatened Action that could reasonably be expected to result in APC, its Subsidiaries or any of them being liable to pay an amount in excess of $50,000 or there currently exist circumstances that would reasonably be expected to give rise to such an Action; (h) all Contractual Obligations All written contracts or commitments relating to commission arrangements with others (other than those listed under subsection (i) below), pursuant to which $50,000 or more is expected to be paid by APC or any of its Subsidiaries in 1999; (i) All written agreements with agents or independent contractors, which are the Steel Heddle Companies may be expected exclusive representative of APC or any of its Subsidiaries in a specified market, relating to perform the APC Business; (j) All written agreements containing covenants limiting competition by APC or its Subsidiaries in any kind of business or in any jurisdiction or limiting the ability of APC or its Subsidiaries to retain the services with a value in excess of $250,000 individually any Person or $500,000 in classes of Persons or to sell any product or the aggregate per year and which cannot be canceled ability of APC or its Subsidiaries to acquire Equity Securities issued by any Persons; and (k) Any other Contractual Obligation of the Steel Heddle Companies within ninety a type not specifically covered in clauses (90a) days, except for customer purchase orders received through (j) above entered into other than in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which , involving payments by or on behalf of, or to, APC or any of the Steel Heddle Companies may be obligated to pay for goods and services to be delivered or performed its Subsidiaries in excess of $250,000 individually 50,000 during the calendar year ended December 31, 1998 or $500,000 in 100,000 over the aggregate per year, except for remaining term of such Contractual Obligation or the termination of which may reasonably be expected to require payments by APC or any of its Subsidiaries exceeding $50,000 (other than purchase orders issued entered into in the Ordinary Course of Business;). Sellers have heretofore made available to Buyer a true and complete copy (or, in the case of oral contracts or arrangements, a full and accurate written summary) of each of the Contractual Obligations listed in the Sellers' Disclosure Letter, each as in effect on the date hereof, including, without limitation, all amendments (such Contractual Obligations required to be listed in the Sellers' Disclosure Letter, together with all licenses identified in Section 3.6.3 of Sellers' Disclosure Letter and the Insurance Policies, but excluding the APC Plans and APC Benefit Arrangements, being referred to herein collectively as the "Contracts"). Each Contract is Enforceable by APC or the Subsidiary of APC which is party thereto, against each Person (other than APC or such Subsidiary of APC) party thereto. No material breach or default by APC or any of its Subsidiaries under any of the Contracts has occurred and is continuing, and no event has occurred or circumstance exists which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by any other Person under any of the Contracts or would result in a loss of rights or creation of any Lien thereunder or pursuant thereto except as would arise from execution, delivery and performance of this Agreement and the Closing Agreements. To the Knowledge of Sellers, no material breach or default by any other Person under any of the Contracts has occurred and is continuing, and no event has occurred or circumstance exists that with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by APC or any of its Subsidiaries under any of the Contracts or would result in a loss of rights or creation of any Lien thereunder or pursuant thereto except as would arise from the execution, delivery and performance of this Agreement and the Closing Agreements.

Certain Contractual Obligations. Set forth on Schedule 5.7 4.7 is a true and complete list of all of the following Contractual Obligations of Cratos and the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Subsidiaries: (a) all All collective bargaining agreements and all written employment, severance, independent contractor, and consulting agreements, other than customary offer letters for employment at will that do not provide severance benefits beyond customary policies in the Ordinary Course of Business; (b) all written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely to (c) all All Contractual Obligations under which Cratos or any of the Steel Heddle Companies Subsidiary is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (dc) all All Contractual Obligations to sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into in the Ordinary Course of Business) having a fair market value in excess of $250,00025,000, individually or $500,000 except in the aggregateOrdinary Course of Business; (ed) all All Contractual Obligations between Cratos or any of the Steel Heddle Companies Subsidiary, on the one hand hand, and any an Affiliate of Cratos or any of Subsidiary, as the Steel Heddle Companies (other than one of the other Steel Heddle Companies) case may be, on the other hand; (fe) all All Contractual Obligations (including partnership and joint venture agreements) under which (i) Cratos or any of the Steel Heddle Companies has Subsidiary have any liability or obligation for DebtDebt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than Cratos or any Subsidiary), or (ii) a Lien is imposed on any of its assets or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of Cratos or any of the Steel Heddle Companies, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregateSubsidiary; (gf) all All Contractual Obligations entered into pursuant to which Cratos or any of the Steel Heddle Companies Subsidiary have incurred an obligation to pay any amounts in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; (ii) merger, consolidation or other business combination, ; or (iii) series or group of related transactions or events of a type specified in subclauses (i) through or (ii); (hg) all All Contractual Obligations pursuant to which Cratos or any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) days, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies Subsidiary may be obligated to pay for goods and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate 25,000 per year, except for purchase orders issued in the Ordinary Course of BusinessBusiness and except for Contractual Obligations with customers; ***Text Omitted and Filed Separately with the Securities and Exchange Commission under CFR §§ 230.246-2 and 200.80(b)(4). (h) All joint ventures, limited liability company or partnership agreements, or other agreements (however named) involving a sharing of profits, losses, costs or liabilities by Cratos or any Subsidiary with any other Person; (i) Any agreement with any investment or research consultant, solicitor or sales agent, or otherwise with respect to the referral of business to Cratos or any Subsidiary; (j) Any agreement for the provision of investment management or similar services; and (k) Any Contractual Obligation entered into by Cratos or any Subsidiary since the Balance Sheet Date other than in the Ordinary Course of Business and involving payments in excess of $25,000. Each of the Contractual Obligations described in the foregoing clauses of Cratos and the Subsidiaries shall be referred to herein collectively as the “Cratos Contracts.” Cratos has made available to Buyer true and correct copies of the Cratos Contracts. Each of the Cratos Contracts has been validly executed and delivered thereby and is Enforceable. To the Knowledge of Cratos, (i) no breach or default by any other Person under any of the Cratos Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time or both would constitute such a breach or default; and (ii) no breach or default by any other Person under any of the Cratos Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time on both would constitute such a breach or default. To the Knowledge of Cratos, the execution, delivery or performance of this Agreement will not constitute a breach or default under, or give rise to any right to terminate, any of the Contractual Obligations of Cratos by any counterparty thereto.

Certain Contractual Obligations. Set forth on Schedule 5.7 is 4.14 contains a true and complete list of all of the following Contractual Obligations of Seller with respect to the Steel Heddle Companies (other than (i) the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby):Business: (a) all All Contractual Obligations (or group of related Contractual Obligations) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum; (b) All Contractual Obligations (or group of related Contractual Obligations) for the purchase of raw materials, commodities, supplies, products, or other personal property, including agreements with consultants, agents and distributors, the performance of which will extend over a period of more than one year, result in a material loss to Seller, or involve consideration in excess of $50,000; (c) All Contractual Obligations concerning a partnership or joint venture; (d) All Contractual Obligations (or group of related Contractual Obligations) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which it has imposed a Lien on any of its assets, tangible, or intangible; (e) All Contractual Obligations concerning confidentiality or noncompetition; (f) All Contractual Obligations with any of Seller and its Affiliates; (g) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, and employees; (h) All collective bargaining agreements; (bi) all written Any agreement for the employment of any individual on a full-time, part-time, consulting, or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely toother basis or providing severance benefits; (cj) all All Contractual Obligations under which it has advanced or loaned any amount to any of the Steel Heddle Companies is or will after the Closing be restricted in any respect from carrying on their respective business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases its officers and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)employees; (dk) all All Contractual Obligations relating to sell the export business of the Seller; (l) All Contractual Obligations with respect to which the consequences of a default or otherwise dispose termination could have a Material Adverse Effect on the Business; or (m) All other Contractual Obligations (or group of any assets (other than products pursuant to purchase orders or agreements entered into in related Contractual Obligations) the Ordinary Course performance of Business) having a fair market value which involves consideration in excess of $250,00050,000, individually or $500,000 other than sales orders in the aggregate; ordinary course of business. Seller has made available to Buyer a correct and complete copy of each written agreement listed in Schedule 4.14 (eas amended to date) all and a written summary of the terms and conditions of each oral Contractual Obligations between referred to in Schedule 4.14, each as in effect on the date hereof, including, without limitation, all amendments (such Contractual Obligations, together with the Leases, Licenses, Insurance Policies, and Employee Benefit Plans, being referred to hereunder collectively as the “Contracts”). Except with respect to any failure to obtain a consent to the assignment of such Contract to Buyer, each Contract is, and after giving effect to the Closing hereunder and the consummation of the transactions contemplated hereby will be, Enforceable by Seller, against each Person (other than Seller) which is a party thereto, except: (i) as otherwise required by the terms of this Agreement, and (ii) for such failures to be so Enforceable as do not and shall not have a Material Adverse Effect. No breach or default by Seller under any of the Steel Heddle Companies on the one hand Contracts has occurred and is continuing, and no event has occurred with respect to Seller which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration by any Affiliate of other Person under any of the Steel Heddle Companies (Contracts, except in each such case as has not had and will not have a Material Adverse Effect. No party to any Contract has repudiated any provision of such Contract. To Seller’s Knowledge, no breach or default by any other than one of the other Steel Heddle Companies) on the other hand; (f) all Contractual Obligations (including partnership and joint venture agreements) Person under which (i) any of the Steel Heddle Companies Contracts has occurred and is continuing, and no default by any liability or obligation for Debt, (ii) a Lien is imposed on any of its assets or (iii) any other Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of under any of the Steel Heddle CompaniesContracts has occurred and is continuing, in either case involving any Debt and to Seller’s Knowledge no default has occurred which with notice or liability in excess lapse of $100,000 individually time would constitute such a breach or $500,000 in the aggregate; (g) all Contractual Obligations pursuant to which default or permit termination, modification or acceleration by Seller under any of the Steel Heddle Companies incurred an obligation in respect of indemnification obligations, purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person; (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) through (ii); (h) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be expected to perform services with a value in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety (90) daysContracts, except for customer purchase orders received in the Ordinary Course of Business; (i) all Contractual Obligations pursuant to which any of the Steel Heddle Companies may be obligated to pay for goods each such case as has not had and services to be delivered or performed in excess of $250,000 individually or $500,000 in the aggregate per year, except for purchase orders issued in the Ordinary Course of Business;will not have a Material Adverse Effect.

Certain Contractual Obligations. Set forth on Schedule 5.7 3.6 is a true and complete list of all of the following Contractual Obligations to which any of the Steel Heddle Companies is a party: (a) All collective bargaining agreements and other labor agreements; all employment or Material consulting agreements (including, without limitation, all contracts concerning the management or operation of any real property owned by any Company) or forms thereof; all Employee Benefit Plans and all other Material plans, agreements, arrangements or practices which constitute Compensation or benefits to any of the directors, officers or employees of the Companies (other than to any Eagle Employee), excluding any such agreements that are terminable by Seller or any of the Companies within one (i1) year from the Options, Warrants and Rights, and (ii) Contractual Obligations incurred solely in connection with the transactions contemplated hereby): (a) all collective bargaining agreementsdate hereof; (b) all written employment or consulting agreements pursuant to which services are rendered to the Steel Heddle Companies, in each case which are likely to (c) all All Contractual Obligations under which any of the Steel Heddle Companies is or may become obligated to pay any legal, accounting, brokerage, finder's or similar fees or expenses in connection with, or incur any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby; November 1, 1995 10 (c) All Contractual Obligations under which any of the Companies will after the Closing be (i) restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world or (other than use restrictions contained ii) bound to participate in any allocation or sharing of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)Taxes; (d) all All Contractual Obligations to (including, without limitation, options) to: (i) sell or otherwise dispose of any assets Material Assets except in the Ordinary Course of Business or (other than products pursuant to ii) purchase orders or agreements entered into otherwise acquire any Material property or properties except in the Ordinary Course of Business) having a fair market value in excess of $250,000, individually or $500,000 in the aggregate; (e) all All Contractual Obligations between under which any of the Steel Heddle Companies on will have after the one hand and Closing any liability or obligation to or for the benefit of any Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other handSeller; (f) all All Contractual Obligations (including partnership and joint venture agreements) which will survive the Closing under which (i) any of the Steel Heddle Companies has any liability or obligation for Debt, (ii) Debt or constituting or giving rise to a Lien is imposed on Guarantee of any liability or obligation of its assets or (iii) any Person (other than another Company), or under which any Person (other than another Company) has any liability or obligation constituting or giving rise to a guarantee Guarantee of any liability or obligation of any of the Steel Heddle CompaniesCompanies (including, in either case involving any Debt or liability in excess of $100,000 individually or $500,000 in the aggregatewithout limitation, partnership and joint venture agreements); (g) All (i) distributorship agreements, requirements or other similar supply agreements, and contracts with any Governmental Authority, and (ii) all other Contractual Obligations pursuant with suppliers, vendors, customers, or other purchasers or suppliers of goods or services, including, without limitation, purchase or sales or service orders (representing a binding and enforceable obligation to purchase or sell goods or services), which are by their terms stated to involve payments by or on behalf of, or to, the Companies in excess of $250,000 during the calendar year ended December 31, 1995 or $500,000 over the remaining term of the contract; (h) All Contractual Obligations constituting a partnership or joint venture; (i) All sales representative agreements to which any of the Steel Heddle Companies incurred an obligation is party; and (j) All Contractual Obligations of any of the Companies, in respect of indemnification obligations, purchase price adjustment or otherwise either addition to those set forth in subparagraphs (xa) not in the Ordinary Course of Business, or (y) in connection with any - (i) acquisition above, which are Material to the Business of the Companies considered on a consolidated basis. Seller has heretofore made available to Buyer (and as requested by Buyer has delivered to Buyer) a true and complete copy (or, in the case of oral Contracts, a full and accurate written summary, or disposition in the case of assets constituting "form" agreements, a business or securities representing a controlling interest copy of the standard form) of each of the Contractual Obligations listed on Schedule 3.6, each as in any Person; effect on the date hereof and (except as otherwise required by this Agreement) as it will be in effect at the Closing, including, without limitation, November 1, 1995 11 all amendments (such Contractual Obligations, together with the Leases, Licenses, and Insurance Policies, but excluding the Employee Benefit Plans, being referred to herein collectively as the "Contracts"). Each Contract is, and after giving effect to the Closing hereunder and the consummation of the transactions contemplated hereby will be, Enforceable by the Company party thereto against each Person party thereto, except: (i) as otherwise required by the terms of this Agreement, (ii) merger, consolidation or other business combination, or for such failures to be so enforceable as do not and will not have a Company Material Adverse Effect and (iii) series as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization or group other similar laws affecting creditors' rights generally and (B) general principles of related transactions equity (whether considered in a proceeding at law or events of a type specified in subclauses (i) through (iiequity); (h) all Contractual Obligations pursuant to which . No breach or default by the Companies under any of the Steel Heddle Companies may be expected to perform services Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a value in excess of $250,000 individually breach or $500,000 in the aggregate per year and which cannot be canceled default or permit termination, modification or acceleration by any other Person under any of the Steel Heddle Companies within ninety (90) daysContracts, except for customer purchase orders received in each such case as has not had and will not have a Company Material Adverse Effect. To the Ordinary Course Knowledge of Business; (i) all Contractual Obligations pursuant to which Seller, no breach or default by any other Person under any of the Steel Heddle Contracts has occurred and is continuing, and no default has occurred which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by the Companies may be obligated to pay for goods and services to be delivered or performed in excess under any of $250,000 individually or $500,000 in the aggregate per yearContracts, except in each such case as has not had and will not have a Company Material Adverse Effect. None of the Companies has assigned any of its rights or obligations under any of the Contracts (except for purchase orders issued in the Ordinary Course of Business;collateral assignments to Chemical, if any, which will be released at Closing).

Certain Contractual Obligations. Set forth on Schedule 5.7 in Section 3.9 of the Company Disclosure Letter is a true and complete list of all of the following material Contractual Obligations of the Steel Heddle Companies Company and its Subsidiaries (other than (i) except for or with respect to the OptionsCompany Plans and the Company Benefit Arrangements), Warrants and Rightsincluding, and (ii) Contractual Obligations incurred solely in connection with without limitation, each of the transactions contemplated hereby):following, to the extent material to the Company Business: (a) all All collective bargaining agreements and other labor agreements; all material employment, producer or consulting agreements; and all other plans, agreements, arrangements or practices which constitute Compensation or benefits to any of the directors, members, officers or employees of the Company or any of its Subsidiaries; (b) all written employment All Enforceable Contractual Obligations under which the Company or consulting agreements pursuant any of its Subsidiaries is or may become obligated to pay any legal, accounting or similar fees or expenses in connection with, or incur any severance pay or special Compensation obligations which services are rendered to would become payable by reason of, this Agreement or the Steel Heddle Companies, in each case which are likely toconsummation of the transactions contemplated hereby; (c) all All Enforceable Contractual Obligations under which the Company or any of the Steel Heddle Companies its Subsidiaries is or will after the Closing be restricted in any respect from carrying on their respective any business or other activities conducted by them or presently contemplated to be conducted by them anywhere in the world (other than use restrictions contained in any of the Leases and Personalty Leases that are of the type and scope customarily found in such Contractual Obligations)world; (d) all All Enforceable Contractual Obligations to (including, without limitation, options) to: (i) sell or otherwise dispose of any assets (other than products pursuant to purchase orders or agreements entered into Company Assets except in the Ordinary Course of BusinessBusiness or (ii) having a fair market value in excess of $250,000, individually purchase or $500,000 in the aggregateotherwise acquire any material property or properties or other assets; (e) all All Enforceable Contractual Obligations between under which the Company or any of the Steel Heddle Companies on the one hand and any Affiliate of any of the Steel Heddle Companies (other than one of the other Steel Heddle Companies) on the other hand; (f) all Contractual Obligations (including partnership and joint venture agreements) under which (i) any of the Steel Heddle Companies its Subsidiaries has any liability for Debt or obligation for Debt, (ii) a Lien is imposed on any of its assets Debt or (iii) any Person has any liability or obligation constituting or giving rise to a guarantee Guarantee of any liability or obligation of any Person under which any default could arise or penalty or payment could be required in the event of any action or inaction of the Steel Heddle Companies, in either case involving Selling Members or Company or any Debt of their Affiliates; (f) Any lease or liability in excess other Enforceable Contractual Obligation under which any tangible personal property is held or used by the Company or any of $100,000 individually or $500,000 in the aggregateits Subsidiaries; (g) all Any Enforceable Contractual Obligations pursuant to Obligation under which the Company or any of the Steel Heddle Companies incurred an its Subsidiaries may become obligated to pay any indemnification obligation in respect of indemnification obligations, or purchase price adjustment or otherwise either (x) not in the Ordinary Course of Business, or (y) in connection with any (i) acquisition or disposition of assets constituting a business assets, Equity Securities or securities representing a controlling interest in any Person; real property, (ii) other acquisition or disposition of assets other than in the Ordinary Course of Business, (iii) assumption of liabilities or warranty other than in the Ordinary Course of Business, (iv) merger, consolidation or other business combination, or (iiiv) series or group of related transactions or events of a type specified in subclauses (i) through (iiiv); (h) all All Enforceable Contractual Obligations pursuant to with agents or independent contractors, which are the exclusive representative of Company or any of its Subsidiaries in a specified market, relating to the Steel Heddle Companies may be expected Company Business; (i) All written agreements containing covenants limiting competition in any kind of business or in any jurisdiction or limiting the ability to perform retain the services with of any Person or classes of Persons or to sell any product; and (j) Any other Enforceable Contractual Obligation of a value type not specifically covered in excess of $250,000 individually or $500,000 in the aggregate per year and which cannot be canceled by any of the Steel Heddle Companies within ninety clauses (90a) days, except for customer purchase orders received through (j) above entered into other than in the Ordinary Course of Business; . The Company has heretofore delivered to Buyer a true and complete copy (ior, in the case of oral contracts or arrangements, a full and accurate written summary) all of each of the Enforceable Contractual Obligations pursuant listed in Section 3.9 of the Company Disclosure Letter, each as in effect on the date hereof, including, without limitation, all amendments (such Enforceable Contractual Obligations required to be listed in Section 3.9 of the Company Disclosure Letter, together with all material licenses to use the Intellectual Property of Company and its Subsidiaries, and Insurance Policies, but excluding the Company Plans and Company Benefit Arrangements, being referred to herein collectively as the "Contracts"). To the Company's knowledge, each material Contract is Enforceable by the Company or any Subsidiary of Company which is party thereto, against each Person (other than Company or any Subsidiary of Company) party thereto. No material breach or default by Company or any of its Subsidiaries under any of the Steel Heddle Companies may be obligated material Contracts has occurred and is continuing, and to pay for goods the Company's knowledge, no event has occurred or circumstance exists which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by any other Person under any of the material Contracts or would result in a loss of rights or creation of any Lien thereunder or pursuant thereto except as would arise from execution, delivery and services to be delivered performance of this Agreement and the Closing Agreements. To the knowledge of the Company, no material breach or performed default by any other Person under any of the material Contracts has occurred and is continuing, and no event has occurred or circumstance exists that with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by Company or any of its Subsidiaries under any of the material Contracts or would result in excess a loss of $250,000 individually rights or $500,000 in creation of any Lien thereunder or pursuant thereto except as would arise from the aggregate per yearexecution, except for purchase orders issued in delivery and performance of this Agreement and the Ordinary Course of Business;Closing Agreements.