Common use of FOREIGN EXCHANGE CONTRACTS Clause in Contracts

FOREIGN EXCHANGE CONTRACTS. (A) Subject to and upon the terms and conditions of this Loan Agreement, Binks may request, and LaSalle will, from time to time on or after the date of this Loan Agreement, enter into one or more Foreign Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute a Foreign Exchange Contract if (1) the Foreign Exchange Exposure thereunder, together with the then aggregate unpaid principal amount of the Advances made under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five Million and no/100 Dollars ($5,000,000.00); or (2) the aggregate amount of the Foreign Exchange Obligations, including the Foreign Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle may agree), together with a summary of all material provisions of such Foreign Exchange Contract and the date on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall be in form, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date of the earlier to occur of (a) one year from the date thereof; or (b) July 12, 1997. Each payment by LaSalle with respect to or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at the Prime Rate, and if not so reimbursed, any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Rate. (B) Each request for the execution of a Foreign Exchange contract made pursuant to and in accordance with the procedures described herein shall constitute a representation and warranty by the Borrowers that all conditions precedent to the execution thereof have been satisfied. The execution of any such Foreign Exchange Contract shall be subject to and upon the terms and conditions of this Loan Agreement.

FOREIGN EXCHANGE CONTRACTS. (Aa) Subject to and upon the terms and conditions of this Loan Credit Agreement, Binks the Borrower may request, and LaSalle the Agent will, from time to time on or after the date of this Loan AgreementClosing Date, cause a Foreign Exchange Guarantor to enter into one or more Foreign Exchange Contracts; PROVIDED THAT provided that in no event -------- ---- shall LaSalle the Agent cause a Foreign Exchange Guarantor to execute a Foreign Exchange Contract if any of (1i) the Foreign Exchange Exposure thereunder, together with the then aggregate unpaid principal amount of the Advances made under SECTION 3.1 hereof and Revolving Loans, all then outstanding Letter of Credit Obligations, all then outstanding Foreign Exchange Obligations and all then outstanding Acceptance Obligations, shall exceed Five Million and no/100 Dollars an amount equal to the lesser of ($5,000,000.00); A) the Borrowing Base or (2B) the Total Commitments, (ii) the U.S. Dollar equivalent (as determined by the Agent from time to time) of the aggregate amount of all payments and deliveries to be made by all Foreign Exchange Guarantors under the Foreign Exchange ObligationsContracts shall exceed $50,000,000, including or (iii) the Foreign Exchange Exposure thereunder plus the aggregate amount ---- of all Letter of Credit Obligations thereunder, plus all Foreign Exchange Obligations ---- plus all Acceptance Obligations shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00)80,000,000 hereof. Binks The ---- Borrower shall give LaSalle the Agent written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days Business Days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle the Agent may agree), together with a summary of all material provisions of such Foreign Exchange Contract and the date on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall (i) be in form, scope and substance reasonably satisfactory to LaSalle the Agent and shall the applicable Foreign Exchange Guarantor and have an expiration date of not later than the earlier to occur of (a) one year from the date thereof; or (b) July 12, 1997Expiration Date. Each payment by LaSalle a Foreign Exchange Guarantor with respect to or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, the Borrower together with interest thereon at the rate applicable to Prime RateRate Loans set forth in Article 8 hereof, and if not so reimbursedreimbursed each --------- Lender shall, without regard to any other provision of this Credit Agreement, any defense that the Borrower may have to its obligation to reimburse such Foreign Exchange Guarantor in connection with such payment or any defense the Agent or any Lender may have in connection with any participation under Section 4.3(b) hereof in such obligations in favor of -------------- such Foreign Exchange Guarantor in connection with such Foreign Exchange Contract, honor its Proportionate Share of the Agent's and the Lenders' obligations to reimburse such Foreign Exchange Guarantor pursuant to this Section 4.2, together with interest thereon in accordance with the ----------- provisions of Article 8 hereof, and any such payments so made by the --------- Lenders shall be deemed to be Revolving Loans. (b) For purposes of calculating facility usage and Foreign Exchange Fees under this Credit Agreement, the original Foreign Exchange Exposure with respect to any Foreign Exchange Contract shall be as determined by the Agent on the date of execution of the Foreign Exchange Contract. Thereafter, so long as such Foreign Exchange Contract by LaSalle shall remain in effect, the Foreign Exchange Exposure for such purposes shall be deemed recalculated on the first day of each month. In addition to the foregoing, the Agent shall establish an Advance additional reserve against the Borrowing Base in an amount equal to 10% of the Foreign Exchange Exposure under SECTION 3.1 hereof made each Foreign Exchange Contract at the Prime Ratetimes specified in the two immediately preceding sentences. (Bc) Each request for the execution of a Foreign Exchange contract Contract made pursuant to and in accordance with the procedures described herein shall constitute a representation and warranty by the Borrowers Borrower that all conditions precedent to the execution thereof have been satisfied. The execution of any such Foreign Exchange Contract shall be subject to and upon the terms and conditions of this Loan Credit Agreement.

FOREIGN EXCHANGE CONTRACTS. (Aa) Subject to and upon In accordance with the terms and conditions of this Loan AgreementAgreement and subject to the limitations set forth below, Binks Borrower may requestenter foreign exchange contracts (the "Exchange Contracts"), and LaSalle will, under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before the 90th day after the date Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of this Loan AgreementLoans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, enter into one or more Foreign 10% of the gross amount of the Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Contract Reserve pursuant to clause (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (1a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement or (b) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Exposure thereunderReserve. If Silicon terminates the Exchange Contracts pursuant to this Section 1.6, together Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with the then aggregate unpaid principal Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount of which may be settled in any two Business Day period may be increased above the Advances made Settlement Limit if: (i) there is sufficient availability under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five Million and no/100 Dollars ($5,000,000.00); or (2) the aggregate Credit Limit in the amount of the Foreign Exchange ObligationsReserve for each Determination Date, including provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle may agree), together with a summary of all material provisions of such Foreign Exchange Contract and Reserve against the date on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall be in form, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date of the earlier to occur of (a) one year from the date thereofCredit Limit; or (bii) July 12there is insufficient availability under the Credit Limit for settlements within any two Business Day period, 1997. Each payment by LaSalle with respect to but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at (B) debits Borrower's deposit account before delivering foreign currency overseas (in the Prime Rate, and if not so reimbursed, any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Ratecase of Borrower's purchase of foreign currency). (Bd) Each request If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the execution amount settled. (e) Borrower will execute all Silicon's standard applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "Foreign Exchange contract made pursuant to and Costs"), provided, however, in accordance with the procedures described herein no event shall constitute a representation and warranty by the Borrowers that all conditions precedent Borrower be responsible for Foreign Exchange Costs to the execution thereof have been satisfied. The execution extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of any such Foreign Exchange Contract shall be subject to and upon the terms and conditions of this Loan Agreementother parties.

FOREIGN EXCHANGE CONTRACTS. (Ai) Subject to and upon the terms and conditions of this Loan Agreement, Binks Borrower may request, and LaSalle will, from time to time on or after the date of this Loan Agreement, enter into one or more Foreign foreign exchange contracts (the "Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute a Foreign Exchange Contract if (1") the Foreign Exchange Exposure thereunder, together with the then not to exceed an aggregate unpaid principal amount of the Advances made under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five Three Million and no/100 Dollars ($5,000,000.003,000,000) (the "Contract Limit"); , pursuant to which Bank shall sell to or (2) the aggregate amount purchase from Borrower foreign currency on a spot or future basis. Borrower shall not request any Exchange Contracts at any time it is out of compliance with any of the provisions of this Agreement. All Exchange Contracts must provide for delivery of settlement on or before the Revolving Maturity Date. The amount available under the Revolving Line at any time shall be reduced by the following amounts (the "Foreign Exchange Obligations, including Reserve") on any given day (the Foreign "Determination Date"): (i) on all outstanding Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later Contracts on which delivery is to be effected or settlement allowed more than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Business Days after the Determination Date, ten percent (10%) of the gross amount of the Exchange Contract Contracts; plus (or such shorter period of time to which LaSalle may agree), together with a summary of ii) on all material provisions of such Foreign outstanding Exchange Contract and the date Contracts on which such Foreign Exchange Contract delivery is to be executed. Each Foreign Exchange Contract shall be in formeffected or settlement allowed within two (2) Business Days after the Determination Date, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date one hundred percent (100%) of the earlier to occur gross amount of the Exchange Contracts. (ii) Bank may, in its discretion, terminate the Exchange Contracts at any time (a) one year from the date thereof; that an Event of Default occurs and is continuing (which Event of Default shall not have been remedied or cured within any applicable grace period) or (b) July 12, 1997. Each payment by LaSalle with respect that there is not sufficient availability under the Revolving Line and Borrower does not have available funds in its Bank account to or under a satisfy the Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at Reserve. If Bank terminates the Prime RateExchange Contracts, and if not so reimbursedwithout limitation of any applicable indemnities, Borrower agrees to reimburse Bank for any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Rateand all fees, costs and expenses relating thereto or arising in connection therewith. (Biii) Each request In the case of Borrower's purchase of foreign currency, Borrower in advance shall instruct Bank upon settlement either to treat the settlement amount as an advance under the Revolving Line, or to debit Borrower's account for the execution amount settled. (iv) Borrower shall execute all standard form applications and agreements of a Foreign Exchange contract made pursuant to and Bank in accordance connection with the procedures described herein shall constitute a representation Exchange Contracts and, without limiting any of the terms of such applications and warranty by agreements, Borrower will pay all standard fees and charges of Bank in connection with the Borrowers that all conditions precedent to Exchange Contracts. (v) Without limiting any of the execution thereof have been satisfied. The execution other terms of this Agreement or any such Foreign standard form applications and agreements of Bank, Borrower agrees to indemnify Bank and hold it harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, costs and expenses (including, without limitation, attorneys' fees of counsel of Bank's choice), of every nature and description which it may sustain or incur, based upon, arising out of, or in any way relating to any of the Exchange Contract shall be subject to and upon the terms and conditions of this Loan AgreementContracts or any transactions relating thereto or contemplated thereby.

FOREIGN EXCHANGE CONTRACTS. (Aa) Subject to and upon In accordance with the terms and conditions of this Loan AgreementAgreement and subject to the limitations set forth below, Binks Borrower may requestenter foreign exchange contracts (the "Exchange Contracts"), and LaSalle will, under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before the 90th day after the date Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of this Loan AgreementLoans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, enter into one or more Foreign 10% of the gross amount of the Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Contract Reserve pursuant to clause (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (1a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement or (b) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Exposure thereunderReserve. If Silicon terminates the Exchange Contracts pursuant to this Section 1.6, together Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with the then aggregate unpaid principal Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $230,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount of which may be settled in any two Business Day period may be increased above the Advances made Settlement Limit if: (i) there is sufficient availability under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five Million and no/100 Dollars ($5,000,000.00); or (2) the aggregate Credit Limit in the amount of the Foreign Exchange ObligationsReserve for each Determination Date, including provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle may agree), together with a summary of all material provisions of such Foreign Exchange Contract and Reserve against the date on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall be in form, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date of the earlier to occur of (a) one year from the date thereofCredit Limit; or (bii) July 12there is insufficient availability under the Credit Limit for settlements within any two Business Day period, 1997. Each payment by LaSalle with respect to but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at (B) debits Borrower's deposit account before delivering foreign currency overseas (in the Prime Rate, and if not so reimbursed, any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Ratecase of Borrower's purchase of foreign currency). (Bd) Each request If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the execution amount settled. (e) Borrower will execute all Silicon's standard applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "Foreign Exchange contract made pursuant to and Costs"), provided, however, in accordance with the procedures described herein no event shall constitute a representation and warranty by the Borrowers that all conditions precedent Borrower be responsible for Foreign Exchange Costs to the execution thereof have been satisfied. The execution extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of any such Foreign Exchange Contract shall be subject to and upon the terms and conditions of this Loan Agreementother parties.

FOREIGN EXCHANGE CONTRACTS. (Ai) Subject to and upon the terms and conditions of this Loan Agreement, Binks Borrowers may request, and LaSalle will, from time to time on or after the date of this Loan Agreement, enter into one or more Foreign foreign exchange contracts (the “Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute a Foreign Exchange Contract if (1”) the Foreign Exchange Exposure thereunder, together with the then not to exceed an aggregate unpaid principal amount of the Advances made under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five One Million and no/100 Dollars ($5,000,000.001,000,000) (the “Contract Limit”); , pursuant to which Bank shall sell to or (2) the aggregate amount purchase from a Borrower foreign currency on a spot or future basis. No Borrower shall request any Exchange Contracts at any time it is out of compliance with any of the provisions of this Agreement. All Exchange Contracts must provide for delivery of settlement on or before the Revolving Maturity Date. The amount available under the Revolving Line at any time shall be reduced by the following amounts (the “Foreign Exchange Obligations, including Reserve”) on any given day (the Foreign “Determination Date”): (i) on all outstanding Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later Contracts on which delivery is to be effected or settlement allowed more than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Business Days after the Determination Date, ten percent (10%) of the gross amount of the Exchange Contract Contracts; plus (or such shorter period of time to which LaSalle may agree), together with a summary of ii) on all material provisions of such Foreign outstanding Exchange Contract and the date Contracts on which such Foreign Exchange Contract delivery is to be executed. Each Foreign Exchange Contract shall be in formeffected or settlement allowed within two (2) Business Days after the Determination Date, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date one hundred percent (100%) of the earlier to occur gross amount of the Exchange Contracts. (ii) Bank may, in its discretion, terminate the Exchange Contracts at any time (a) one year from that the date thereof; Obligations have been accelerated and remain unpaid or (b) July 12, 1997. Each payment by LaSalle with respect that there is not sufficient availability under the Revolving Line and a Borrower does not have available funds in its bank account to or under a satisfy the Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at Reserve. If Bank terminates the Prime RateExchange Contracts, and if not so reimbursedwithout limitation of any applicable indemnities, Borrowers agree to reimburse Bank for any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Rateand all fees, costs and expenses relating thereto or arising in connection therewith. (Biii) Each request In the case of Borrowers’ purchase of foreign currency, a Borrower in advance shall instruct Bank upon settlement either to treat the settlement amount as an advance under the Revolving Line, or to debit Borrower’s account for the execution amount settled. (iv) Borrowers shall execute all standard form applications and agreements of a Foreign Exchange contract made pursuant to and Bank in accordance connection with the procedures described herein shall constitute a representation Exchange Contracts and, without limiting any of the terms of such applications and warranty by agreements, Borrowers will pay all standard fees and charges of Bank in connection with the Borrowers that all conditions precedent to Exchange Contracts. (v) Without limiting any of the execution thereof have been satisfied. The execution other terms of this Agreement or any such Foreign standard form applications and agreements of Bank, Borrowers agree to indemnify Bank and hold it harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees of counsel mutually acceptable to Bank and Borrowers), of every nature and description which it may sustain or incur, based upon, arising out of, or in any way relating to any of the Exchange Contract shall be subject to and upon the terms and conditions of this Loan AgreementContracts or any transactions relating thereto or contemplated thereby.

FOREIGN EXCHANGE CONTRACTS. (A) Subject to and upon the terms and conditions of this Loan Agreementhereof, Binks may request, and LaSalle will, the Bank will from time to time, at the Borrower's request, provide to the Borrower one or more forward contracts ("Foreign Exchange Contracts") for the purchase by the Borrower of foreign currency from the Bank; provided that (i) each such Foreign Exchange Contract will be at such pricing as the Bank and the Borrower may agree at the time on of execution of such Foreign Exchange Contract, (ii) the documentation for each such Foreign Exchange Contract will be in such form as is then customarily used by the Bank for transactions of this type, (iii) the Foreign Exchange Contracts will be used by the Borrower to minimize its exposure to the fluctuation of the value of those foreign currencies in which payments are expected to be made to the Borrower by customers or in which the Borrower is required to make payments to suppliers, (iv) the United States Dollar equivalent of all amounts subject to the Foreign Exchange Contracts will not exceed $2,000,000 in the aggregate, with a maximum two-day settlement requirement of $300,000, and (v) no such Foreign Exchange Contract will provide for delivery of currency after that date which is the earlier of (a) November 1, 1999 or (b) 90 days after the date of this Loan Agreement, enter into one or more issuance of such Foreign Exchange Contracts; PROVIDED THAT in no event shall LaSalle execute a Contract. The Bank agrees that the Borrower may make payment for any Foreign Exchange Contract if by means of an advance under this letter agreement, all of which advances will be deemed Revolving Loans for all purposes of this letter agreement, will be subject to the terms of this letter agreement (1including, without limitation, the limitations set forth in the first sentence of Section 1.2 and the conditions to advance set forth in Section 1.13 below) and will be evidenced by the Foreign Exchange Exposure thereunderRevolving Note; provided, together with however, that any Revolving Loan made pursuant to this sentence will be repaid by the then aggregate unpaid principal amount of Borrower promptly following the Advances made under SECTION 3.1 hereof and all then outstanding Foreign Exchange Obligations shall exceed Five Million and no/100 Dollars ($5,000,000.00); settlement date or (2) the aggregate amount earlier termination of the Foreign Exchange Obligations, including the Foreign Exchange Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle may agree), together with a summary of all material provisions of such Foreign Exchange Contract and the date on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall be in form, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date of the earlier to occur of (a) one year from the date thereof; or (b) July 12, 1997. Each payment by LaSalle with respect to or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at the Prime Rate, and if not so reimbursed, any such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the Prime Ratesame relates. (B) Each request for the execution of a Foreign Exchange contract made pursuant to and in accordance with the procedures described herein shall constitute a representation and warranty by the Borrowers that all conditions precedent to the execution thereof have been satisfied. The execution of any such Foreign Exchange Contract shall be subject to and upon the terms and conditions of this Loan Agreement.