Common use of Initial Advances and Letters of Credit Clause in Contracts

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, which shall identify by name and title and bear the signature of the officers of such entities authorized to sign the Transaction Documents and, with respect to the Borrower, to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (aA) such initial Loans are made not later than March December 31, 1997; 2002; and (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (hB) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion: (1i) Copies of the Certificate of Incorporation for each or Articles of Holdings, Incorporation or other applicable organizational document of the Borrower and each of the Target Guarantors as of the Closing Date (including, without limitationcollectively, the proposed articles of merger with respect to the Merger"LOAN PARTIES"), together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its Bytheir respective by-Laws laws or operating agreement and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents entered into by it and, with respect to of the Borrower, Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4iv) An Officer's CertificateA certificate, in form and substance satisfactory to the AgentAdministrative Agent and the Arranger, signed by the chief financial officer Chief Financial Officer of the Borrower, stating certifying that on the Closing Date (a) all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (b) no Default or Unmatured Default has occurred and is continuing, and (c) since September 30, 2001 no material adverse change in the business, financial condition, operations or results of operations of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred; (5v) A The written opinion of the Borrower's Loan Parties' counsel, addressed to the Administrative Agent, the Arranger and the Lenders, in substantially the form attached hereto as Exhibit E; (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the consideratixx xx be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess of "adequate consideration," within the meaning of Section 3(18) of ERISA and (2) the transactions contemplated in connection with the ESOT Transaction Documents are fair to the ESOT from a financial point of view, which opinion shall be in full force and effect and not withdrawn as of the Closing Date, and (b) the stock repurchase liability forecasts and stock and cash allocations in respect of the ESOP prepared by Benefits Consulting, Inc.; (vii) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Administrative Agent and the Arranger (which approval shall not be unreasonably withheld), (b) the IITRI Acquisition and the ESOT Transaction have been approved by all necessary action of the Borrower's Board of Directors and shareholders and of the ESOT Trustee, and the ESOP Plan Documents (including all amendments, waivers and other modifications thereto as of the Closing Date) are reasonably acceptable to the Administrative Agent and the Arranger, (c) the IITRI Acquisition has been approved by the members of IITRI, (d) the representations and warranties in the Asset Purchase Agreement and the ESOT Transaction Documents shall be accurate in all material respects as of the Closing Date, and (e) the ESOT shall own not less than one hundred percent (100%) of the Capital Stock of the Borrower as of the Closing Date; and the Administrative Agent, the Arranger and the Lenders addressing shall have received an opinion of counsel satisfactory to them as to the issues identified enforceability of the Asset Purchase Agreement and the ESOT Transaction Documents and the Borrower's, the ESOT Trustee's and the ESOT's compliance with law in Exhibit H hereto containing respect thereof; (viii) Evidence reasonably satisfactory to the Administrative Agent that the Borrower shall have (x) issued Senior Subordinated Notes to IITRI pursuant to the Securities Purchase Agreements in partial satisfaction of the "Purchase Price" under (and as defined in) the Asset Purchase Agreement in an aggregate amount not to exceed $20,400,000, (y) issued Junior Subordinated Notes to IITRI in partial satisfaction of the "Purchase Price" under (and as defined in) the Asset Purchase Agreement in an amount not to exceed $39,900,000 plus the amount of any adjustments under the Asset Purchase Agreement, and (z) received not less than $25,000,000 in proceeds from the issuance of Capital Stock to the ESOT, which amount is received by the ESOT from the rollover pension and tax-sheltered annuity plans of employees of IITRI as of the Closing Date, on the terms and conditions set forth in the ESOT Transaction Documents; (ix) Evidence satisfactory to the Administrative Agent, including, without limitation, opinion letters from the ESOT Trustee's counsel addressed to the Administrative Agent and the Lenders, to the effect that (a) the ESOT has been duly organized and is a validly existing trust and has all the requisite powers and authority to execute and deliver the Transaction Documents and the ESOP Plan Documents which have been or are to be executed by it and to perform its obligations under and the transactions contemplated by the Transaction Documents and the ESOP Plan Documents, (b) the execution and delivery by the ESOT of the Transaction Documents and the ESOP Plan Documents have been duly authorized and completed by all necessary actions of it and such assumptions executions and qualifications deliveries and otherwise the performance by it of its obligations under and the transactions contemplated by the Transaction Documents and the ESOP Plan Documents do not contravene any provision of law and the Transaction Documents and the ESOP Plan Documents which have been or are to be executed by it are legal, valid and binding obligations of it enforceable against it in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles other than general equitable principles as may be applicable to any prohibited transactions described in Section 406 of ERISA or Section 4975 of the Code; (c) the ESOT Transaction does not constitute, nor will it constitute a prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (d) the ESOP is qualified under Section 401(a) of the Code, (e) the ESOP is an employee stock ownership plan as defined in Section 4975(e)(7) of the Code, and (f) neither the Borrower nor any of its Subsidiaries shall be subject to the tax imposed by Section 4978 of the Code with respect to any "disposition" by the ESOT of any Capital Stock of the Borrower occurring as a result of the ESOT Transaction; (x) Evidence reasonably satisfactory to the Administrative Agent (which satisfaction may come through the opinions referenced in other clauses of this Section 5.1(B)) that as of the Closing Date and effective for the tax year ending September 30 2002, the Borrower shall be an "S corporation" as such term is defined in Section 1361 of the Code and the ESOT shall not be subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; (xi) Copies of the Asset Purchase Agreement, the ESOP Plan Documents and the ESOT Transaction Documents that will be in effect on and after the date of this Agreement all in form and substance reasonably acceptable satisfactory to the Administrative Agent and their counsel in their reasonable discretion, and which documents and agreements shall be in material compliance with ERISA and any applicable rules and regulations of the United States Treasury Department; (xii) Evidence reasonably satisfactory to the Administrative Agent that all necessary governmental and third party approvals and consents, if any, related to the Asset Purchase Agreement and the ESOT Transaction have been obtained and all related filings made and any applicable waiting periods shall have expired or been terminated; (xiii) Evidence reasonably satisfactory to the Administrative Agent and the Arranger that there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent and the Arranger, would prohibit the making of the Loans or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated by the Transaction Documents and the ESOP Plan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effect; (xiv) The ESOP Plan Documents together with the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for the ESOP, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all in form and substance satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by the Administrative Agent's internal auditors (or similar outside auditors), including satisfactory reviews of Receivables, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory to the Administrative Agent and the Lenders; (6xvi) Notes payable Evidence reasonably satisfactory to the order of each of the LendersAdministrative Agent that there exists no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Administrative Agent's reasonable judgment could reasonably be expected to have a Material Adverse Effect; (7xvii) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (a) The audited financial statements of IITRI and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, (b) the unaudited quarterly financial statements of IITRI and its consolidated Subsidiaries for the fiscal quarter ending as of September 30, 2002 certified by the chief financial officer of the Borrower, (c) the audited financial statements of the business and assets of IITRI to be acquired by the Borrower pursuant to the Asset Purchase Agreement for the 12-month period ending as of September 30, 2001, (d) the unaudited quarterly financial statements of the business and assets of IITRI to be acquired by the Borrower pursuant to the Asset Purchase Agreement for the fiscal quarter ending as of September 30, 2002 certified by the chief financial officer of the Borrower, and (e) the pro forma opening consolidated financial statements of the Borrower and its Subsidiaries, based on the September 30, 2002 financial statements described in clause (d) above after giving effect to the transactions contemplated by the Transaction Documents, which financial statements shall demonstrate, in the reasonable judgement of the Administrative Agent and the Arranger, together with all other information then available to the Administrative Agent and the Arranger, the ability of the Borrower and its Subsidiaries to repay their debts and satisfy their respective other obligations as and when due, and to comply with the financial covenants set forth in Section 7.4 hereof; (xix) Evidence reasonably satisfactory to the Administrative Agent and the Arranger of (i) the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the agreement to release all Liens and the termination of the applicable agreements relating thereto and (ii) the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under that certain Business Loan Agreement, dated as of September 30, 2002, by and between the Borrower and LaSalle Bank National Association, and related Promissory Note dated as of September 30, 2002 issued by the Borrower thereunder, and the agreement to terminate the applicable agreements relating thereto, in each case taking effect concurrently with the effectiveness of this Agreement and the consummation of the IITRI Acquisition and the ESOT Transaction; (xx) An initial executed Borrowing Base Certificate dated as of the Closing Date, reflecting the calculation of the Borrowing Base (Monthly) as of November 22, 2002, together with an initial compliance certificate, substantially in the form of Exhibit H attached hereto, signed by an Authorized Officer, setting forth calculations for the period ending November 22, 2002 for (a) the Senior Leverage Ratio, which Senior Leverage Ratio shall be not more than 2.50 to 1.00 and (b) EBITDAE attributable to the business and assets of IITRI acquired by the Borrower pursuant to the Asset Purchase Agreement, but exclusive of non-recurring costs and expenses associated with this Agreement, the ESOT Transaction Documents and the Asset Acquisition Agreement, which EBITDAE shall be not less than $17,000,000; (xxi) A financial condition certificate, together with appropriate supporting factual information, in form and substance reasonably satisfactory to it from the Chief Financial Officer of the Borrower supporting the conclusions that after giving effect to the ESOT Transaction, the Borrower and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Transaction Documents, would reasonably be expected to be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its business; (xxii) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23, 2002, between the Administrative Agent and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, and the other conditions set forth below have been satisfied: (1a) Copies of the Certificate of Incorporation for or equivalent document of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Loan Parties, together with all amendments and thereto, and, to the extent applicable, a certificate of good standing, both in each case certified by the appropriate governmental officer in its jurisdiction of incorporation;. (2b) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents;. (3c) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;applicable Loan Party. (4d) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed executed by the chief financial officer of the BorrowerCompany, stating that on the Closing Date Date, all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true as of such date) and no Default or Unmatured Default has occurred and is continuing;. (5e) A written opinion of the Borrower's counselGuaranty, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L heretoF, or in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date, duly executed by each Subsidiary Borrower that is a Domestic Subsidiary and each other Domestic Subsidiary of the Company as required pursuant to Section 7.2(k). (f) Written opinions of the Loan Parties' United States counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent and signed by an Authorized Officerthe Lenders, in form and substance satisfactory to the Administrative Agent. (g) The duly executed Collateral Documents, together with such other related money transfer authorizations insurance certificates naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies in form and substance acceptable to the Agent may have reasonably requested; andAdministrative Agent. (8) h) Such other documents as the Administrative Agent or any Lender or its counsel or the Required Lenders may have reasonably requested. (i) There shall not have occurred a material adverse change since January 3, including2003 in the business, without limitation all assets, liabilities (actual or contingent), operations, condition (financial or otherwise), properties or prospects of the documents reflected Company and its Subsidiaries taken as a whole. (j) The Administrative Agent, Lenders and/or their Affiliates shall have received all fees and expenses, including the reasonable fees and expenses of Mayer, Brown, Rowe & Maw, required to be paid on xx before the Closing Date. (k) Evidence satisfactory to the Administrative Agent that all governmental, shareholder and third party consents and approvals necessary in connection with this Agreement and the other transactions contemplated hereby have been obtained; all such consents and approvals in full force and effect; and all applicable waiting periods have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the List Refinancing or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of the Administrative Agent could have such effect. (l) The Administrative Agent shall be satisfied that the Company's Leverage Ratio does not, on a pro forma basis, exceed 2.25:1 as of the last fiscal quarter preceding the Closing Documents attached as Exhibit I Date. (m) Evidence satisfactory to this Agreementthe Administrative Agent that after giving effect to the Refinancing, outstanding Indebtedness of the Company and its Subsidiaries, except for Permitted Existing Indebtedness, has been paid in full and all Liens securing such Indebtedness shall have been terminated.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such Loans are made no law, regulation, order, judgment or decree of any Governmental Authority shall, and the Agent shall not later than March 31have received any notice that litigation is pending or threatened which is likely to, 1997; (bA) enjoin, prohibit or restrain the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all making of the conditions precedent set forth initial Loans on the Closing Date or (B) impose or result in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings the imposition of a Material Adverse Effect; and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (hii) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2a) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach Guarantor, of its Byarticles or certificate of incorporation and good standing certificates (which copies for the Borrower shall be certified as of a recent date by the appropriate governmental officer in its respective jurisdiction of incorporation and states in which such entity is doing business), its by-Laws laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3b) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach Guarantor, which shall identify by name and title and bear the signature of the officers of such entities the Borrower and Guarantors authorized to sign the Transaction Loan Documents and, with respect to in the case of the Borrower, to make borrowings request Loans and Letters of Credit hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4c) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer or treasurer of the Borrower, (i) stating that on the Closing Date no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) setting forth the pro forma calculation of the Leverage Ratio as of Closing Date; (5d) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders, in substantially the forms attached as EXHIBIT G hereto; (6e) Revolving Notes payable to the order of each of the applicable Lenders; (7f) The Collateral Documents executed by each of the Guarantors (together with UCC-1 financing statements and such other documentation as may be necessary to insure the Agent has a first priority perfected security interest in all of the Collateral); (g) Copies of each environmental assessment report, if any, conducted by the Borrower or any of its Subsidiaries with respect to their operations or properties; (h) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed information satisfactory to the Agent demonstrating that the Borrower and signed by an Authorized Officer, together with such other related money transfer authorizations as its Subsidiaries (i) have made a complete and full assessment of their Year 2000 issues; (ii) have a realistic and achievable program for remediating the Agent may Year 2000 issues on a timely basis; and (iii) do not reasonably anticipate that Year 2000 Issues will have reasonably requesteda Material Adverse Effect; and (8) i) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of limitation, the documents reflected set forth on the List of Closing Documents attached hereto as Exhibit I to this Agreement.EXHIBIT H.

Initial Advances and Letters of Credit. under the Original Credit Agreement. The Lenders shall not be required to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings Borrowers and the Borrower shall have been met Agents hereby confirm that on or prior to the satisfaction of Original Effective Date, the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has Borrowers furnished to the Agent each of the followingAgents, with sufficient copies for the Lenders, each of the following: (1a) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)incorporation or similar organizational documents of each Borrower, together with all amendments thereto, and a certificate of good standingstanding or similar governmental evidence of corporate existence (if available), both all certified by the appropriate governmental officer Secretary or an Assistant Secretary of such Borrower; provided, however, that Meritor Heavy Vehicle Systems Limited delivered evidence of good standing on or before the date that is 15 Business Days following the Original Effective Date which, if in its jurisdiction the form of incorporation;the original certificate, did not need to be certified by the Secretary or Assistant Secretary of such Borrower. (2b) Copies, certified by the Secretary or an Assistant Secretary or other duly authorized representative of Holdings, the Borrower and the Targeteach Borrower, of its Byby-Laws laws or similar constituent document (if any) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any LenderAgent) authorizing the execution of the Transaction Documents;Loan Documents to which such Borrower is a party. (3c) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Holdings, the Borrower and the Targeteach Borrower, which shall identify identified by name and title and bear bore the signature of the officers of such entities Borrower authorized to sign the Transaction applicable Loan Documents and, with respect to the Borrower, and to make borrowings hereunderunder the Original Credit Agreement, upon which certificate the Agents, on which the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower;. (4d) An Officer's Certificate, in form and substance satisfactory to the AgentA certificate, signed by the chief financial officer any Designated Financial Officer of the BorrowerCompany, stating that on Closing Date the date of the initial funding under the Original Credit Agreement all of the representations in the Original Credit Agreement made by the Company and the Foreign Subsidiary Borrowers were true and correct and no Default or Unmatured Default has had occurred and is or was continuing;. (5e) A written opinion Written opinions of counsel to the Company, addressed to the Lenders in substantially the form of Exhibit D hereto. (f) Written opinions of each Foreign Subsidiary Borrower's counsel, addressed to the Lenders addressing consistent with the issues identified in form of opinion request attached hereto as Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders;E. (6) Notes payable to the order of each of the Lenders; (7g) Written money transfer instructions instructions, in substantially the form of Exhibit L F hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and. (8) h) Evidence satisfactory to the Administrative Agent and the Syndication Agent that the Lenders, such Agents and the Joint Book Runners received all fees agreed to in the fee letters dated May 25, 2000 among such Agent or Agents, Arvxx, Xeritor and the Company or thereunder required to be paid, and all expenses for which invoices have been presented, on or before two Business Days prior to the date of the initial funding under the Original Credit Agreement. (i) (x) Satisfactory audited consolidated financial statements of each of Arvxx xxd Meritor for the two most recent fiscal years ended prior to the Original Closing Date as to which such financial statements were then available, (y) satisfactory unaudited interim consolidated financial statements of each of Arvxx xxd Meritor for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (x) of this paragraph as to which such financial statements were then available, and (z) satisfactory pro forma post-Merger consolidated balance sheet and financial projections of the Company which were consistent with the information included in the Bank Book. (j) Evidence satisfactory to the Administrative Agent and the Syndication Agent that (i) the Board of Directors of each of Arvxx xxd Meritor approved the Merger, (ii) each of Arvxx xxd Meritor received all material governmental, third-party and regulatory approvals necessary in connection with the Merger (which approvals shall be full force and effect), (iii) each of Arvxx xxd Meritor received all necessary shareholder approvals in connection with the Merger, (iv) the terms of the Merger had not changed in any material respect from those disclosed in the preliminary proxy statement/prospectus filed by Arvxx xxd Meritor on May 5, 2000 with the Securities and Exchange Commission, as amended by Amendment No. 1 thereto filed on June 2, 2000 with the Securities and Exchange Commission and (v) the Merger had been consummated. (k) Evidence satisfactory to the Administrative Agent and the Syndication Agent that all material governmental and third-party approvals necessary or advisable, in the discretion of such Agents, in connection with the financing contemplated by the Original Credit Agreement and the continuing operations of the Company and its Subsidiaries had been obtained and were then in full force and effect. (l) Documentation evidencing the termination of the Existing Pre-Merger Credit Agreements and repayment of all obligations, indebtedness and liabilities outstanding thereunder or the arrangement for such termination and repayment from the proceeds of the initial Loans under the Original Credit Agreement. (m) Documentation satisfactory to the Administrative Agent and the Syndication Agent demonstrating that (i) except as set forth on Schedule 4 hereto, the obligor on all then outstanding public Indebtedness of the Company and its Subsidiaries was the Company, (ii) other than with respect to the outstanding guaranteed Subsidiary subordinated Indebtedness, none of the Company's Subsidiaries shall be co-obligors or guarantors of the Company's Indebtedness unless such Subsidiaries similarly become co-obligors or guarantors of the Indebtedness under the Original Credit Agreement and under the 364-Day credit agreement executed on even date therewith and (iii) all such outstanding subordinated Indebtedness was then subordinated to the Indebtedness under the Original Credit Agreement and such 364-day credit agreement. (n) Such other documents as the Administrative Agent and the Syndication Agent or any Lender or its their counsel may have reasonably requested, requested including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the case of the Borrower, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Administrative Agent and signed by an Authorized Officer; (6) Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated February 8, together 2005, among the Administrative Agent, the Arranger and the Borrower; (7) The written opinions of the Borrower’s and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with such respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other related money transfer authorizations Loan Documents; (8) A Reaffirmation of Subsidiary Guaranty, in the form attached hereto as the Agent may have reasonably requestedExhibit I-2, executed by each Subsidiary Guarantor; and (8) 9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue or participate in any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (bA) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Domestic Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1i) Copies of the Certificate certificate of Incorporation for incorporation (or equivalent organizational document(s)) of the Borrowers and each of Holdingsthe Guarantors (collectively, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger"LOAN PARTIES"), together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its Board of Directors' resolutions resolutions, or the equivalents thereof (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) ), authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the Loan Parties authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and of each Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrower; (4iv) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion of counsel to the Borrower's counselBorrowers and the Guarantors, addressed to the Lenders addressing Administrative Agent and the issues identified Lenders, in substantially the form attached hereto as Exhibit H hereto E and containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7v) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (vi) Payoff and termination letter evidencing the repayment of all amounts owing under and the termination of (a) the Domestic Borrower's Second Amended and Restated Credit Agreement, dated as of November 24, 2003, to which the Agent and certain of the Lenders are subject, and (b) Catalina Marketing Japan, K.K.'s Credit Agreement, dated as of November 24, 2003, to which certain of the Lenders are subject, in each case together with such other related money transfer authorizations as the Agent may have reasonably requested; andtermination of and repayment of amounts under all of the agreements, documents, and instruments delivered in connection therewith, including without limitation, all collateral documents securing obligations owing thereunder; (8) vii) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (viii) Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated June 25, 2004, among the Administrative Agent, the Arranger and the Borrower; and (ix) Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Administrative Agent the fees owing hereunder to the Administrative Agent and the Lenders. (B) The Administrative Agent shall have determined to its reasonable satisfaction that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger Borrowers have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of existence or good standingstanding for each Borrower, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary of HoldingsChief Executive Officer, as the Borrower and the Targetcase may be, of each Borrower, of (i) its respective Articles of Incorporation (together with all amendments thereto) and By-Laws and or operating or other management agreement, (ii) resolutions of its Board of Directors' resolutions Directors or Members, as applicable (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) A reaffirmation of Guaranties in favor of the Agent and the Lenders executed by all Guarantors. (4) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the each Borrower and the TargetGuarantor, which shall identify by name and title and bear the signature of the officers of such entities each Borrower and Guarantor, authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower; (45) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the each Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing; (56) A written opinion of outside counsel to the Borrower's counselBorrowers, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (67) Notes payable to the order of each of the Lendersapplicable Lenders (amended and restated where appropriate); (78) Evidence satisfactory to the Agent that there has been no material adverse change in the business, financial condition, operation or prospects of the Borrowers, since the date of the Borrowers' consolidated financial statements for the fiscal year ended March 31, 2001. (9) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (10) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as ; (11) Evidence satisfactory to the Agent may that the Borrowers have reasonably requestedpaid to the Agent and the Arranger the fees agreed to in the fee letter dated February 15, 2002 among the Agent, the Arranger and the Borrowers and the fees due on the Closing Date which the Agent, the Arranger and the Borrowers have agreed to herein; and (8) 12) Evidence satisfactory to the Agent of the insurance coverage required by Section 7.2(E) hereof. (13) With respect to a Debt Purchase Facility Loan, evidence satisfactory to the Agent that the proposed purchase of Convertible Subordinated Notes will constitute a Permitted Note Purchase. (14) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any initial Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent, the Arrangers and the Lenders: (1i) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws Articles of Organization, Operating Agreement (together with all amendments thereto) and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4iv) An Officer's Certificate(a) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer Chief Financial Officer or the Vice President, Finance of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing, (b) a compliance certificate in the form contemplated by Section 7.1(a)(iii) prepared as of March 31, 2004 showing on a pro forma basis the effect of the Advances to be made and Letters of Credit to be issued on the Closing Date, and (c) a schedule of Distributions made by the Borrower in the twelve calendar months preceding the Closing Date; (5v) A written opinion Written opinions of the Borrower's ’s and the Guarantor’s counsel, addressed to the Lenders Administrative Agent and the Lenders, addressing the issues identified in Exhibit H F-1 and F-2 hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6vi) Notes payable to the order of each of the Lenders; (7vii) Evidence satisfactory to the Administrative Agent that there has been no material adverse change in the Borrower’s business, financial condition, operation or prospects, as of the Borrower’s consolidated financial statements dated March 31, 2004; (viii) Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (ix) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) x) Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arrangers the fees agreed to in the fee letter dated June 17, 2004, among the Administrative Agent, the Arrangers and the Borrower and the fees due on the Closing Date which the Administrative Agent, the Arrangers and the Borrower have agreed to herein; (a) Audited Consolidated Financial Statements for the Borrower for the fiscal years ending in 2001, 2002 and 2003, and (b) Unaudited Interim Consolidated Financial Statements for the Borrower for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (a), and such financial statements shall not, in the judgment of the Administrative Agent, disclose any Material Adverse Change in the consolidated financial position of the Borrower from what was reflected in the financial statements previously furnished to the Administrative Agent; (xii) A statement disclosing Permitted Existing Liens on the assets of the Borrower and its Subsidiaries satisfactory to the Administrative Agent; (xiii) Results of a recent lien search in each relevant jurisdiction with respect to the Borrower, and such search shall reveal no liens on any of the assets of the Borrower except for the Permitted Existing Liens; (xiv) All documents and instrument required to perfect the Administrative Agent’s security interests in the Collateral shall have been executed and be in proper form for filing; (xv) Certificates of insurance evidencing property and liability insurance reasonably satisfactory to the Administrative Agent. (xvi) A certificate from the Chief Financial Officer or Vice President, Finance of the Borrower which shall document that the Borrower is Solvent both before and after entering into this Agreement and the transactions contemplated hereby. (xvii) Projected income statements, balance sheets and cash flow statements prepared by the Borrower and giving effect to the transactions contemplated hereby and the use of the proceeds therefrom in form and substance satisfactory to the Administrative Agent and the Lenders. (xviii) Evidence satisfactory to the Administrative Agent that the Closing PUHCA Notice has been duly filed with the Securities Exchange Commission by Borrower. (xix) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans under this Agreement or issue any Letters of Credit or purchase any participations therein unless: (a) unless such Loans loans are made not later than March 31June 30, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet1996, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and has received (with sufficient copies for each of the Lenders;) the following: (d1) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings A certificate, signed by a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably financial officer acceptable to the Agent; and, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing; (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders: (12) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)each Specified Subsidiary, together with all amendments amendments, and a certificate of good standing, both in each case certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation and good standing certificates from each other jurisdiction where the ownership of its assets or conduct of its business dictates that it should be qualified; (23) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Targeteach Specified Subsidiary, of its respective By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (34) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Targeteach Specified Subsidiary, which shall identify by name and title and bear the signature of the officers of such entities the Borrower and each Specified Subsidiary authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of AMC's, the Borrower's and each Specified Subsidiary's counsel, addressed to the Agent and the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the LendersAgent; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit EXHIBIT I to this AgreementAgreement (unless designated thereon to be received after the Closing Date).

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower and Refinishers Warehouse, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetRefinishers Warehouse, of its respective Articles of Incorporation (together with all amendments thereto), By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetRefinishers Warehouse, which shall identify by name and title and bear the signature of the officers of such entities the Borrower and Refinishers Warehouse authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lendersapplicable Lenders (amended and restated where appropriate); (7) Evidence satisfactory to the Agent that there has been no material adverse change in the Borrower's business, financial condition, operation or prospects, as of the Borrower's consolidated financial statements dated December 31, 2000; (8) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (9) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer; (10) Completion of a field audit of the Collateral, together with such other related money transfer authorizations as including, without limitation, accounts receivable and Inventory of the Borrower, the results of which are satisfactory in all respects to the Agent may and which, in the sole and absolute discretion of the Agent, support the definitions of Eligible Inventory and Eligible Receivables, and the proposed advance rates thereon; (11) Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated February 12, 2001, among the Agent, the Arranger and the Borrower and the fees due on the Closing Date which the Agent, the Arranger and the Borrower have reasonably requestedagreed to herein; and (8) 12) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such initial Loans are made not later than March 31October 15, 1997; ; and (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (hii) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on the Closing Date all the representations in this Agreement are true and correct and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H EXHIBIT F hereto (including an opinion that the Merger will qualify as a tax free reorganization under the provisions of Section 368(a) of the Code) containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Evidence satisfactory to the Agent that (i) all conditions precedent to the consummation of the Tender Offer have been satisfied or waived with the approval of the Agent (such approval not to be unreasonably withheld), (ii) CTS First Acquisition Corp., the Borrower and DCA have entered into the Merger Agreement in form and substance satisfactory to the Agent, (iii) the Merger Agreement has been approved by all necessary corporate action of CTS First Acquisition Corp.'s, the Borrower's and DCA's respective Board of Directors, and has not been amended, waived or modified in any material respect without the approval of the Agent (such approval not to be unreasonably withheld) and (iv) there has not occurred any material breach or default under the Merger Agreement; (8) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or the consummation of the Tender Offer or Merger or any litigation seeking such an injunction or restraining order; (9) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) 10) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I EXHIBIT G to this Agreement; and (11) Evidence satisfactory to the Agent that the Borrower has paid to the Agent the fees agreed to in the fee letter dated April 28, 1997, among the Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Revolving Loan Commitments of the Lenders shall not be required to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are shall expire unless the initial Advance or Letter Credit hereunder is made not later than March or issued on or before January 31, 1997; 2005 and (b) the Stock Acquisition has been consummated shall not become effective unless and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and until the Borrower has received furnished, on or before the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoffClosing Date, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with (if applicable) sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinions of each opinion of the Borrower's US counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders, in substantially the form attached hereto as Exhibit E; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (7) The Agent shall have received opinions of value, solvency and other appropriate factual information and advice in form and substance reasonably satisfactory to it and from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the KAGT Acquisition and the other transactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis is Solvent and will be Solvent subsequent to incurring the indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes; (8) The Agent shall have received a certificate, dated the Closing Date and signed by the Authorized Officer of the Borrower, confirming (a) compliance with the conditions set forth in Section 5.2 and (b) that no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Target or any of its Subsidiaries has occurred since (i) December 31, 2003 and (ii) the delivery of the Projections; (9) Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated December 14, 2004, among the Agent, the Arranger and the Borrower; (10) Evidence reasonably satisfactory to the Agent that the Borrower's and the Target's respective shareholders and directors have approved the KAGT Acquisition and all regulatory and legal approvals for the KAGT Acquisition shall have been obtained and any required waiting periods shall have expired or been terminated; (11) Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent would prohibit the making of the Loans or the consummation of the KAGT Acquisition and there shall exist an absence of litigation which would reasonably be expected to result in a material adverse effect on the Borrower and its Subsidiaries taken as a whole or on the Target or any of its Subsidiaries; (12) The total consideration paid in connection with the KAGT Acquisition shall not exceed $200,000,000 subject to working capital adjustments, plus fees and expenses related thereto; (13) The representations and warranties in the KAGT Acquisition Agreement shall be accurate in all material respects as of the date of the KAGT Acquisition closing and the conditions therein shall have been satisfied or waived with the consent of the Agent and the Borrower must have received an opinion of counsel concerning the enforceability of the KAGT Acquisition Agreement and its compliance with all applicable law; (14) The Agent and the Lenders shall have received audited financial statements for the Target for the period ended December 31, 2003; (15) The Agents shall have received a pro forma opening balance sheet as if the KAGT Acquisition had closed on December 31, 2004 ("Pro Forma Opening Balance Sheet") reflecting consummation of the KAGT Acquisition and five year financial statement projections ("Projections"), together with such information as the Agent may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Balance Sheet and Projections. The Pro Forma Opening Balance Sheet, the capital structure of the Borrower (after giving effect to the KAGT Acquisition) and the Projections must demonstrate, in the reasonable judgement of the Agent, together with all other information then available to the Agent, that the Borrower and its Subsidiaries have the ability to repay their debts and satisfy the respective other obligations as and when due and to comply with Section 7.4 hereof; (16) The structure of the KAGT Acquisition and the terms and conditions of the KAGT Acquisition Agreement shall have been acceptable to the Agent and the Agent shall have received an opinion of counsel satisfactory to the Agent as to the enforceability of the KAGT Acquisition Agreement and its compliance with all applicable Requirements of Law; (17) The KAGT Acquisition shall have been consummated in accordance with all Requirements of Law and on the terms contained in the KAGT Acquisition Agreement (unless waived by the Agent and the Borrower) substantially concurrently with the initial funding hereunder; (18) The Agent shall have reviewed a copy of any fairness opinion letter relating to the terms of the KAGT Acquisition; (19) The Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Agreement and all credit facilities of the Target and its Subsidiaries have been terminated and cancelled, that all Debt outstanding thereunder has been fully repaid or will be fully repaid with the proceeds of the initial Advances and that all liens and security interests granted pursuant thereto have been fully released and terminated; (20) All legal (including tax implications) and regulatory matters shall be satisfactory to the Agent and the Lenders; (21) The initial Loans shall have been made in compliance with all applicable requirements of Regulation U, Regulation T and Regulation X; and (22) There shall have occurred no material adverse change in the business, condition (financial or otherwise), operations, performance, prospects of the Target or any of its Subsidiaries shall have occurred (i) since December 31, 2003 and (ii) since the delivery of the Projections (as defined in clause (15) above).

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger Borrowers have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate Certificates and Articles of Incorporation for Incorporation, as applicable, of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate certificates of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach Borrower, of its respective By-Laws and of its respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the each Borrower and the Targettheir respective Subsidiaries, which shall identify by name and title and bear the signature of the officers of such entities each Borrower and their respective Subsidiaries authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the each Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's Borrowers' counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H EXHIBIT G hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I EXHIBIT H to this Agreement; (8) Satisfactory evidence that each Borrower and its respective Subsidiaries: (a) has made a full and complete assessment of the Year 2000 Issues; (b) has a realistic and achievable program for remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in the budget; (9) Satisfactory evidence that, upon the Closing Date, and after giving effect to or assuming payment of interest due on the Senior Notes on June 1, 1998, the Revolving Credit Availability shall equal or exceed $7,500,000; and (10) Management letters from each of Holdings and Louisiana-Pacific Corporation. (11) Satisfactory evidence that all sums due and payable under SECTION 10.7(A) and that certain Fee Letter dated as of even date herewith, between the Agent and Holdings, have been paid. (12) Satisfactory evidence that (a) the L-P Asset Purchase Agreement is in full force and effect, no material breach or default of any term or provision of the L-P Asset Purchase Agreement by Louisiana-Pacific Corporation, the Borrowers or any of their respective Subsidiaries or, to the best of Borrowers' knowledge, the other parties thereto has occurred (except for such defaults, if any, consented to in writing by the Agent) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the Louisiana-Pacific Acquisition;

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board board of Directors' directors’ or, in the case of any Obligor organized as a German GmbH, shareholders’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing Administrative Agent and signed by an Authorized Signer; (6) Receipt in cash of the issues identified fees agreed to in the Fee Letters; (7) The written opinions of the Borrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit H hereto containing such assumptions E, addressed to the Administrative Agent, the Issuing Banks and qualifications and otherwise the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the Lendersdue authorization, execution and enforceability of this Agreement and the other Loan Documents; (6) Notes payable to 8) The Domestic Subsidiary Guaranty, in the order of form attached hereto as Exhibit I-1, executed by each of the LendersDomestic Subsidiary Guarantor; (79) Written money transfer instructions The Foreign Subsidiary Guaranty, in substantially the form of attached hereto as Exhibit L heretoI-3, addressed executed by each Foreign Subsidiary Guarantor; (10) Evidence satisfactory to the Administrative Agent that the commitments under the Existing Credit Agreement have been terminated and signed by an Authorized Officer, together cancelled and any and all indebtedness thereunder other than the Transitional Letters of Credit shall have been fully repaid (except to the extent being so repaid with such other related money transfer authorizations as the Agent may have reasonably requestedproceeds of the initial Revolving Loans); and (8) 11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors' ’ or, in the case of any Obligor organized as a German GmbH, shareholders’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing Administrative Agent and signed by an Authorized Officer; (6) Receipt in cash of the issues identified fees agreed to in the Fee Letters; (7) The written opinions of the Borrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit H hereto containing such assumptions E, addressed to the Administrative Agent, the Issuing Banks and qualifications and otherwise the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the Lendersdue authorization, execution and enforceability of this Agreement and the other Loan Documents; (6) Notes payable to 8) The Domestic Subsidiary Guaranty, in the order of form attached hereto as Exhibit I-1, executed by each of the LendersDomestic Subsidiary Guarantor; (79) Written money transfer instructions The Foreign Subsidiary Guaranty, in substantially the form of attached hereto as Exhibit L heretoI-3, addressed to the Agent and signed executed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedeach Foreign Subsidiary Guarantor; and (8) 10) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies The Credit Agreement, duly executed by Borrower, the Administrative Agent and each Lender; (2) Revolving Loan Notes, for each Lender, payable to such Lender’s order in the amount of each Lender’s Pro Rata Share of the Revolving Loan Commitment; (3) Term Loan Notes, for each Lender, payable to such Lender’s order in the amount of its Pro Rata Share of the Term Loan Commitment; (4) Secretary’s Certificate of Borrower, in the form of Exhibit G-2, together with (i) copies of the Certificate of Incorporation for each (or other comparable constituent document) of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and amendments, (ii) a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; organization, (2iii) Copiescopies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws (or other comparable governing document) and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Documents; Loan Documents and (3iv) An an incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetSecretary, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (45) Secretary’s Certificate of each Subsidiary Guarantor, in the form of Exhibit G-3, together with (i) copies of the Certificate of Incorporation (or other comparable constituent document) of each Subsidiary Guarantor, together with all amendments, (ii) a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of organization, (iii) copies, certified by the Secretary of each Subsidiary Guarantor, of its By-Laws (or other comparable governing document) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents and (iv) an incumbency certificate, executed by the Secretary, which shall identify by name and title and bear the signature of the officers of such Subsidiary Guarantor authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by such Subsidiary Guarantor; (6) The Subordination Agreement executed by U.S. Traffic Corporation, Xxxxx/Nuart Electrical Products, Inc., and the Administrative Agent of the Lenders; (7) The Subsidiary Guaranty executed by each Significant Domestic Incorporated Subsidiary, any Subsidiary designated as a Subsidiary Guarantor by Borrower and the Administrative Agent; (8) An Officer's ’s Certificate, in the form and substance satisfactory to the Agentof Exhibit G-1, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date), and no material adverse change, or Default or Unmatured Default has occurred and is continuing; (59) A written opinion of the Borrower's counselDocumentation, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable satisfactory to the Agent Administrative Agent, evidencing the termination of the Lender Commitments to lend under Northern Trust Credit Agreement and the Lendersrepayment of all obligations owing thereunder; (6) Notes payable to the order of each of the Lenders; (710) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (11) Evidence, together satisfactory to the Administrative Agent, that the Borrower has paid to the Administrative Agent, the fees payable pursuant to Section 2.14 and 3.8 hereof; (12) The written opinion of the Borrower’s counsel in the form of the opinion attached hereto as Exhibit E, addressed to the Administrative Agent, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with such respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other related money transfer authorizations Loan Documents by Borrower and each Subsidiary Guarantor, as applicable; (13) A certified copy of the Agent may have reasonably requestedduly executed Asset Purchase Agreement to the U.S. Traffic Acquisition and evidence, satisfactory to the Administrative Agent, that the U.S. Traffic Acquisition has closed; and (8) 14) Intentionally Ommitted. (15) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each other document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, issue any Letters of Credit Borrower hereby confirms that on or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met prior to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoffClosing Date, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinions of each opinion of the Borrower's US counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders, in substantially the form attached hereto as Exhibit E; (6) Notes payable Evidence reasonably satisfactory to the order of Agent that the Borrower and each of its Subsidiaries (a) has made an assessment of the LendersYear 2000 Issues; (b) has a program from remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has source of funds as required in such budget; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the reasonable judgment of the Agent, would prohibit the making of the Loans and signed the other transactions contemplated by the Loan Documents or any litigation seeking such an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; andinjunction or restraining order; (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (9) The Agent shall have received opinions of value, solvency and other appropriate factual information and advice in form and substance reasonably satisfactory to it and from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis is Solvent and will be Solvent subsequent to incurring the indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes; (10) Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated January 19, 1999, among the Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such initial Loans are made not later than March 31November 15, 1997; 1999; and (bii) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders:, and the other conditions set forth below have been satisfied (and the Lenders hereby acknowledge that such conditions have been satisfied): (1A) Copies of the Spin-off Materials and such other information with respect to the Spin-off as the Lead Arrangers may reasonably request, which shall be in form and substance satisfactory to the Administrative Agent, and evidence satisfactory to the Administrative Agent that all conditions precedent thereunder or otherwise to the consummation of the Spin-off (other than payment of the Dividend) shall have been satisfied (and not waived). (B) Arrangements satisfactory to the Administrative Agent shall have been made for the consummation of the Spin-off promptly following the initial Loans. (C) Copies of the Certificate of Incorporation for or equivalent document of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Loan Parties, together with all amendments and thereto and, to the extent applicable, a certificate of good standing, both all certified by the appropriate governmental officer in its jurisdiction of incorporation;incorporation (or, in the case of Lanixx Xxxope AG, as may otherwise be satisfactory to the Administrative Agent). (2D) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its their respective By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents;. (3E) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;applicable Loan Party. (4F) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of -69- 76 the Existing Agreement (which was the initial Borrowing Date) all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing;. (5G) A The written opinion opinions of the Borrower's Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Lenders addressing Agents and the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent. (H) Evidence reasonably satisfactory to the Administrative Agent that the Company and each of its Subsidiaries (a) has made a reasonable assessment of the Year 2000 Issues; (b) has a program for remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in such budget. (I) The capital structure and corporate structure of the Company and its Subsidiaries is consistent in all material respects with the Spin-off Materials, and there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent, could prohibit or impose material restrictions on the Spin-off or prohibit the making of the Loans and the Lenders;other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order. (6J) Notes payable A written solvency certificate from the chief financial officer of the Borrower in form and substance satisfactory to the order Administrative Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of each or relating to, as the case may be, the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Dividend, the Spin-off, and the incurrence of Indebtedness related thereto (including the initial extensions of credit hereunder). (K) The Administrative Agent shall have received (i) pro forma opening financial statements giving effect to the Spin-off which must not be materially less favorable, in the Administrative Agent's reasonable judgment, than the projections previously provided to the Lead Arrangers and which must demonstrate, in the reasonable judgment of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized OfficerAdministrative Agent, together with all other information then available to the Administrative Agent, that the Company and its Subsidiaries can repay their debts and satisfy their respective other obligations as and when due, and can comply with the financial covenants set forth herein, (ii) a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that as of October 1, 1999, but giving pro forma effect to the Spin-off, the Company would have been in compliance with the financial covenants in Section 7.4 at the level prescribed for the fiscal ----------- quarter ending December 31, 1999 and (iii) such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements. (L) The Administrative Agent shall have received a satisfactory business plan for the Company for the five fiscal years following the Closing Date, including a projected consolidated balance sheet, consolidated statements of income, retained earnings and cash flow with assumptions used in preparing the statements. (M) All governmental, shareholder and third party consents and approvals necessary in connection with this Agreement, the Spin-off and the other transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Spin-off or such other related money transfer authorizations as transactions or that could seek or threaten any of the Agent may foregoing, and no law or regulation shall be applicable which in the judgment of any of the Agents could have reasonably requested; andsuch effect. (8) N) There shall not have occurred a material adverse change since June 30, 1999 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. (O) The Agents, Lenders and/or their Affiliates shall have received all fees and expenses, including fees and expenses of Winston & Straxx, xxquired to be paid on or before the Closing Date (including, without limitation, the commitment fees provided for in Section 2.15(C) of this Agreement, which fees, with respect to the period prior to the effectiveness of Amendment No. 1 to this Agreement, shall be solely for the account of the Lenders signatory to the Agreement as of October 20, 1999). (P) The Administrative Agent shall have received evidence satisfactory to it that all outstanding Indebtedness of the Company and its Subsidiaries except for Permitted Existing Indebtedness has been paid in full and all Liens securing such Indebtedness shall have been terminated. (Q) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both Refinishers Warehouse and Xxxxxxxx, certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdingsthe Borrower, Refinishers Warehouse and Xxxxxxxx, of its respective Articles of Incorporation (together with all amendments thereto), By-Laws and, for the Borrower and the TargetRefinishers Warehouse, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdingseach of the Borrower, the Borrower Refinishers Warehouse and the TargetXxxxxxxx, which shall identify by name and title and bear the signature of the officers of such entities the Borrower, Refinishers Warehouse and Xxxxxxxx authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lendersapplicable Lenders (amended and restated where appropriate); (7) Evidence satisfactory to the Agent that there has been no material adverse change in the Borrower's business, financial condition, operation or prospects, as of the Borrower's consolidated financial statements dated December 31, 1998; (8) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (9) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as ; (10) Evidence satisfactory to the Agent may that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated December 14, 1999 among the Agent, the Arranger and the Borrower and the fees due on the Closing Date which the Agent, the Arranger and the Borrower have reasonably requestedagreed to herein; and (8) 11) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such initial Loans are made not later than March 31August 16, 1997; 1999; and (bii) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for of the Company, each Subsidiary Borrower that is a party hereto as of the Closing Date and each of Holdingsthe Guarantors (collectively, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger"LOAN PARTIES"), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its their respective By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion opinions of the Borrower's Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Lenders addressing Agents and the issues identified Lenders, in substantially the form attached hereto as Exhibit H hereto containing E; (6) Evidence reasonably satisfactory to the Arrangers that the Company and each of its Subsidiaries (a) has made an assessment of the Year 2000 Issues; (b) has a program from remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has source of funds as required in such assumptions budget; (a) The initial public offering of the Capital Stock of the Company shall have been completed and qualifications the capital structure and otherwise corporate structure of the Company and its Subsidiaries is consistent in all material respects with the Registration Statement, (b) there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent, would prohibit the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order and (c) the Company (1) shall have delivered to the Administrative Agent an executed copy of the Guarantee from Pechiney with respect to Viskase Corporation v. American National Can Company, Civ. 93-C-7651, before the U.S. District Court of the Northern District of Illinois, Eastern Division, in substantially the form of the draft faxed from counsel to the Company to counsel to the Administrative Agent on July 12, 1999, (2) shall have delivered to the Administrative Agent an executed copy of the Indemnification Agreement between ANC and Pechiney with respect to certain environmental liabilities in substantially the form of the June 22, 1999 draft faxed from counsel to the Company to counsel to the Administrative Agent on July 12, 1999 and (3) shall have delivered to the Administrative Agent, in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable Administrative Agent, an indemnification agreement from Pechiney with respect to the order of each of European Commission investigation matters disclosed by the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed Company to the Administrative Agent and signed by an Authorized Officerfacsimile on July 21, together with such other related money transfer authorizations as the Agent may have reasonably requested; and1999; (8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (9) Evidence satisfactory to the Administrative Agent of the payment of (or of arrangements to pay concurrently with the making of the initial Loans) all principal, interest, fees and premiums, if any, on all loans outstanding under all outstanding funded debt and credit facilities of ANC's and each of its Subsidiaries (including, without limitation, all loans and other obligations owed to Pechiney or any of its affiliates, but excluding Permitted Existing Indebtedness) in excess of $5,000,000 and the termination of the applicable agreements identified on Schedule 5.1 attached hereto; (10) Evidence satisfactory to the Administrative Agent that the Company has paid to the Underwriting Lenders and the Lead Arrangers the fees due and payable under the Fee Letters.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, and the other conditions set forth below have been satisfied: (1a) Copies of the Certificate of Incorporation for or equivalent document of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Loan Parties, together with all amendments and thereto, and, to the extent applicable, a certificate of good standing, both in each case certified by the appropriate governmental officer in its jurisdiction of incorporation;. (2b) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its their respective Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents;. (3c) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;applicable Loan Party. (4d) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed executed by the chief financial officer of the BorrowerCompany, stating that on the Closing Date Date, all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true as of such date) and no Default or Unmatured Default has occurred and is continuing;. (5e) A written opinion of the Borrower's counselGuaranty, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L heretoF, or in form and substance satisfactory to the Administrative Agent, dated as of the Closing Date, duly executed by each Subsidiary Borrower that is a Domestic Subsidiary and each other Domestic Subsidiary of the Company as required pursuant to Section 7.2(k). (f) Written opinions of the Loan Parties’ United States counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent and signed by an Authorized Officerthe Lenders, together with such other related money transfer authorizations as in form and substance satisfactory to the Agent may have reasonably requested; andAdministrative Agent. (8) g) Such other documents as the Administrative Agent or any Lender or its counsel or the Required Lenders may have reasonably requested. (h) (h)There shall not have occurred a material adverse change since December 31, including2004 in the financial condition, without limitation all operations, assets, business or properties of the documents reflected Company and its Subsidiaries, taken as a whole. (i) The Administrative Agent, Lenders and/or their Affiliates shall have received all fees and expenses, including the reasonable fees and expenses of Mayer, Brown, Rxxx & Maw LLP, required to be paid on or before the List Closing Date. (j) Evidence satisfactory to the Administrative Agent that all governmental, shareholder and third party consents and approvals necessary in connection with this Agreement and the other transactions contemplated hereby have been obtained; all such consents and approvals remain in full force and effect; and all applicable waiting periods have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on such other transactions or that could seek or threaten any of Closing Documents attached as Exhibit I to this Agreementthe foregoing, and no law or regulation shall be applicable which in the judgment of the Administrative Agent could have such effect.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2i) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Borrowers of its By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3ii) An incumbency A certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, which shall identify by name and title and bear the signature of the officers of such entities authorized to sign the Transaction Documents and, with respect to the Borrower, to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's Certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer an Authorized Officer of the BorrowerCompany, stating certifying that on Closing the date of this Agreement and such initial Borrowing Date all the representations in this Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date) and no Default or Unmatured Default has occurred and is continuing; (5iii) A The written opinion opinions of the BorrowerBorrowers' and Guarantors' General Counsel, Robxxx X. Xxxxx, xnd of the Company's Dutch counsel, DeBrauw Blackstone Westbroek, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E and Exhibit E-1, respectively; (6iv) Notes payable Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order of each which, in the judgment of the LendersAdministrative Agent, would prohibit the making of the Loans or the consummation of the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7v) Written money transfer instructions in substantially Duly executed copy of the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and4-Year Credit Agreement; (8) vi) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; and (vii) Evidence satisfactory to the Administrative Agent that the Company has paid or caused to be paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated August 2, 2001, among the Administrative Agent, the Arranger and the Company.

Initial Advances and Letters of Credit. The Lenders shall not be required Borrower hereby confirms that on or prior to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and Closing Date the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders:: 57 (1) Copies of the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles each of merger with respect to the Merger)its Subsidiaries, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach of its Subsidiaries, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach of its Subsidiaries, which shall identify by name and title and bear the signature of the officers of such entities the Borrower and each of its Subsidiaries authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the AgentAgents, signed by the chief financial officer Director of Finance or Vice President of Finance of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agents and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent Agents and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed information satisfactory to the Agent Agents demonstrating that the Borrower and signed its Subsidiaries (i) have (A) made a complete and full assessment of the Borrower and its Subsidiaries' Year 2000 Issues arising from computers or computer applications used by an Authorized Officerthe Borrower or its Subsidiaries and (B) made reasonable inquiries of the material customers, together with suppliers and vendors of the Borrower and its Subsidiaries regarding Year 2000 Issues arising from computers or computer applications used by such other related money transfer authorizations customers, suppliers and vendors; (ii) have a realistic and achievable program for remediating the Year 2000 Issues identified as the Agent may a result of such assessment and inquiries on a timely basis; and (iii) do not reasonably anticipate that Year 2000 Issues will have reasonably requesteda Material Adverse Effect; and (8) Such other documents as the Agent any Agent, Arranger or any Lender or its their respective counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this AgreementAgreement (other than those specifically identified to be delivered following the Closing Date).

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (hA) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1i) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and each of the Target Guarantors (including, without limitationcollectively, the proposed articles of merger with respect to the Merger"LOAN PARTIES"), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the Loan Parties authorized to sign the Transaction Loan Documents and, with respect to and of the Borrower, Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4iv) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion of counsel to the Borrower's counselBorrower and the Guarantors, addressed to the Lenders addressing Administrative Agent and the issues identified Lenders, in substantially the form attached hereto as Exhibit H hereto E and containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7v) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) Such other documents as vi) A payoff and termination letter evidencing the Agent or any Lender or payoff amount required by the Borrower and its counsel may have reasonably requestedSubsidiaries to repay all principal, includinginterest, without limitation fees and premiums, if any, on all loans outstanding under and to terminate that certain Credit Agreement dated September 30, 1997 among the Borrower, NationsBank, National Association (n/k/a Bank of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.America, N.A.)

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders (or direct delivery to applicable Lenders in the case of items (9) and (10) below), all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Executed copies of (a) this Agreement executed by the Borrowers, the Administrative Agent, the Lenders, the Swing Line Bank and the Issuing Banks, (b) the Domestic Subsidiary Guaranty executed by each Domestic Subsidiary Guarantor, (c) a Foreign Subsidiary Guaranty executed by each Foreign Subsidiary Guarantor and (d) any other applicable Loan Documents; (2) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, of its By-Laws and of its Board of Directors' resolutions organization (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) or, in respect of any German Obligor, an up-to date copy of (i) the articles of association (Satzung), (ii) the shareholders list (Gesellschafterliste) and (iii) the commercial register excerpt (Handelsregisterauszug); (3) Copies, certified by the Secretary, Assistant Secretary or other comparable officer of each member of the Initial Obligor Group, of its By-Laws (or other comparable governing document) and of its board of directors’ (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) or, in the case of any German Obligor, shareholders’ resolutions, authorizing the execution of the Transaction Loan Documents; (34) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany, or, with respect to any German Obligor, a certificate of an authorised signatory of such German Obligor, including a specimen of the signature of each person authorised in relation to the Loan Documents, certifying that each copy document relating to such German Obligor specified in paragraphs (2) and (3) as well as the specimen signatures, relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of such certificate; (45) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer or treasurer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects or, with respect to any representation that is qualified by materiality or Material Adverse Effect, all respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects or all respects, as applicable, as of such date) and no Default or Unmatured Default has occurred and is continuing; (56) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing Administrative Agent and signed by an Authorized Signer; (7) Receipt in cash of the issues identified fees agreed to in the Fee Letters; (8) The written opinions of the Borrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit H hereto containing such assumptions E, addressed to the Administrative Agent, the Issuing Banks and qualifications and otherwise the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the Lendersdue authorization, execution and enforceability of this Agreement and the other Loan Documents; (69) Notes payable All documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the order of each of the LendersPATRIOT Act and any applicable “know your customer” rules and regulations; (710) Written money transfer instructions For each member of the Initial Obligor Group or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in substantially relation to such member of the form of Exhibit L heretoInitial Obligor Group or such Subsidiary (including delivery to each Lender requesting the same), addressed in each case at least five (5) Business Days prior to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedClosing Date; and (8) 11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower Initial Obligor Group (except as otherwise permitted and the Target (including, without limitation, the proposed articles of merger with respect to the Mergercontemplated by Section 7.2(M)), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower Initial Obligor Group (except as otherwise permitted and the Targetcontemplated by Section 7.2(M)), of its By-Laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower Initial Obligor Group (except as otherwise permitted and the Targetcontemplated by Section 7.2(M)), which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunderhereunder or under any applicable Alternate Currency Addendum), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the each Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement and in any applicable Alternate Currency Addendum are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion Documentation evidencing the amendment of the Borrower's counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise Note Agreement in form and substance reasonably acceptable satisfactory to the Agent and the LendersAdministrative Agent; (6) Notes payable Evidence reasonably satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order of each which, in the reasonable judgment of the LendersAdministrative Agent, would prohibit the Rietschle Acquisition, the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated July 19, 2002, among the Administrative Agent, the Arranger and the Borrower; (9) The written opinions of the Borrowers' and the Subsidiary Guarantors' U.S. counsel, and foreign counsel, in the forms of the opinions attached hereto as Exhibit E, in each case, addressed to the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other Loan Documents; (10) A written opinion of foreign counsel with respect to each Pledge Agreement to be delivered on the Closing Date, addressed to the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and the Lenders; (11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents Parent Guaranty, the Subsidiary Guaranty, any applicable Alternate Currency Addendum and each other document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; and (12) The Administrative Agent shall have received opinions of value, solvency and other appropriate factual information and advice in form and substance reasonably satisfactory to it and from the controller, treasurer or chief financial officer of the Borrower supporting the conclusions that after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the indebtedness contemplated under the Loan Documents, will be able to pay their debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes; (13) Evidence reasonably satisfactory to the Administrative Agent that (i) all conditions precedent to the consummation of Rietschle Acquisition have been satisfied or waived with the approval of the Administrative Agent and the Required Lenders, (ii) the Rietschle Acquisition Agreement has been approved by all necessary corporate action by the board of directors and shareholders of each of the Borrower and Werner Rietschle Holding GmbH and has not been amended, wxxxxx or modified without the approval of the Administrative Agent and the Required Lenders and (iii) the representations and warranties in the Rietschle Acquisition Agreement shall be accurate as of the Closing Date; and (14) Evidence reasonably satisfactory to the Administrative Agent that all required governmental approvals related to the Rietschle Acquisition have been obtained and all related filings made and any applicable waiting periods shall have expired or been terminated.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger Borrowers have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of existence or good standing, both as applicable shall have been ordered for each Borrower and each Guarantor, certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the each Borrower and the Targeteach Guarantor, of its Byrespective articles of incorporation or articles of organization (together with all amendments thereto), by-Laws laws or operating agreement and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the each Borrower and the Targeteach Guarantor, which shall identify by name and title and bear the signature of the officers of such entities each Borrower and each Guarantor authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or Guarantor; (4) An Officer's CertificateCertificates, in form and substance satisfactory to the Agent, signed by the chief financial officer of the BorrowerBorrower Representative, stating that on Closing Date, the Borrowers are in compliance with all financial covenants on a pro forma basis after giving effect to Closing Date no Default or Unmatured Default has occurred and is continuingdraws; (5) A written opinion of the Borrower's Borrowers’ and Guarantors’ counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Evidence satisfactory to the Agent that there has been no material adverse change in the Borrowers’ business, operation, financial condition or properties since the Borrowers’ consolidated financial statements dated November 27, 2004; (8) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (9) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Officer of the Borrower Representative; (10) Evidence satisfactory to the Agent may that the Borrowers have reasonably requestedpaid to the Agent and the Arranger the fees agreed to in the fee letter dated December 20, 2004, among the Agent, the Arranger and the Borrowers and the fees due on the Closing Date which the Agent, the Arranger and the Borrowers have agreed to herein; and (8) 11) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue or participate in any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (bA) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Domestic Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1i) Copies of the Certificate certificate of Incorporation for incorporation (or equivalent organizational document(s)) of the Borrowers and each of Holdingsthe Guarantors (collectively, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger“Loan Parties”), together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its Board of Directors' resolutions ’ resolutions, or the equivalents thereof (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) ), authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the Loan Parties authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and of each Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrower; (4iv) An Officer's Certificate, in form and substance satisfactory The written opinions of counsel to the Agent, signed by Borrowers and the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counselGuarantors, addressed to the Lenders addressing Administrative Agent and the issues identified Lenders, in Exhibit H substantially the form attached hereto as Exhibits E-1 and E-2 and containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7v) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) vi) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (vii) Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated September 18, 2006, among the Administrative Agent, the Arranger and the Borrower; and (viii) Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Administrative Agent the fees owing hereunder to the Administrative Agent and the Lenders. (B) The Administrative Agent shall have determined to its reasonable satisfaction that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order.

Initial Advances and Letters of Credit. The Revolving Loan Commitments of the Lenders shall not be required to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated become effective unless and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and until the Borrower has received furnished, on or before the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoffClosing Date, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with (if applicable) sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinions of each opinion of the Borrower's US counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders, in substantially the form attached hereto as Exhibit E; (6) Notes payable Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order of each which, in the reasonable judgment of the LendersAgent, would prohibit the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (8) The Agent shall have received opinions of value, solvency and other appropriate factual information and advice in form and substance reasonably satisfactory to it and from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis is Solvent and will be Solvent subsequent to incurring the indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes; and (9) Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated April 29, 2004, among the Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower Initial Obligor Group (except as otherwise permitted and the Targetcontemplated by Section 7.2(M)), of its By-Laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunderhereunder or under any applicable Alternate Currency Addendum), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer an Authorized Officer of the each Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement and in any applicable Alternate Currency Addendum are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Administrative Agent and signed by an Authorized Officer; (6) Evidence satisfactory to the Administrative Agent that the Company has paid to the Administrative Agent and the Arrangers the fees agreed to in (i) the letter agreement between JPMorgan Chase, together individually and as Administrative Agent, X.X. Xxxxxx Securities and the Company dated May 23, 2005 and (ii) the letter agreement between Wachovia, WCM and the Company dated May 23, 2005, in each case payable at the times and in the amounts set forth therein; (7) The written opinions of the initial Borrowers' and the Subsidiary Guarantors' U.S. counsel, and, if such Borrower or Subsidiary Guarantor is a Foreign Subsidiary, foreign counsel, in the forms of the opinions attached hereto as Exhibit E, in each case, addressed to the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with such respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other related money transfer authorizations Loan Documents; (8) (i) A Reaffirmation of Parent Guaranty, in the form attached hereto as Exhibit I-2, executed by the Agent may have reasonably requestedCompany and (ii) a Reaffirmation of Subsidiary Guaranty, in the form attached hereto as Exhibit I-4, executed by each Subsidiary Guarantor; and (8) 9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each other document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; and (10) The Administrative Agent shall have received the audited financial statements of the Company and its consolidated Subsidiaries, in the form contemplated under Section 7.1(A)(ii), accompanied by a compliance certificate (substantially in the form of Exhibit H attached hereto and in such detail as is requested by the Administrative Agent) signed by the Company's chief financial officer and demonstrating compliance with the financial tests set forth herein.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such initial Loans are made not later than March 31July 21, 1997; 2000; and (bii) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders: , and the other conditions set forth below have been satisfied: Copies of the material Acquisition Documents (1including without limitation the documents evidencing the Subordinated Seller Debt) and such other information with respect to the Spectra Precision Acquisition as the Administrative Agent may reasonably request, which shall be in form and substance satisfactory to the Administrative Agent, and evidence satisfactory to the Administrative Agent that all conditions precedent thereunder or otherwise to the consummation of the Spectra Precision Acquisition shall have been satisfied (and not waived) and that the Spectra Precision Acquisition (other than certain modifications to the corporate structure of the Seller's European holdings in a manner acceptable to the Administrative Agent) has been or is substantially contemporaneously being consummated. Copy of the Subordinated Seller Note duly executed by the Company. Copies of the Certificate of Incorporation for or equivalent document of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Loan Parties, together with all amendments and thereto and, to the extent applicable, a certificate of good standing, both all certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) . Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its their respective By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) . An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's Certificateapplicable Loan Party. A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on the Closing Date all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A . The written opinion opinions of the Borrower's Loan Parties' United States counsel, and, if applicable, foreign counsel, addressed to the Lenders addressing Administrative Agent and the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent. The capital structure and corporate structure of the Company and its Subsidiaries is satisfactory to the Administrative Agent and is consistent in all material respects with the Lenders; (6) Notes payable Acquisition Documents, and there exists no 100 injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent, could prohibit or impose material restrictions on the Spectra Precision Acquisition or prohibit the making of the Loans or the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order. A written solvency certificate from the chief financial officer of the Company in form and substance satisfactory to the order Administrative Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of each or relating to, as the case may be, the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Spectra Precision Acquisition and the incurrence of Indebtedness related thereto (including the initial extensions of credit hereunder). The Administrative Agent shall have received (i) pro forma opening financial statements giving effect to the Spectra Precision Acquisition which must not be materially less favorable, in the Administrative Agent's reasonable judgment, than the projections previously provided to the Arrangers and which must demonstrate, in the reasonable judgment of the Lenders; Administrative Agent, together with all other information then available to the Administrative Agent, that the Company and its Subsidiaries can repay their debts and satisfy their respective other obligations as and when due, and can comply with the financial covenants set forth herein, (7ii) a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that as of the Closing Date, but giving pro forma effect to the Spectra Precision Acquisition, the Company would have been in compliance with the financial covenants in Section 7.4 at the level prescribed for the fiscal quarter ending September 30, 2000, (iii) such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements and (iv) the most recent audited financial statements for the Seller. Evidence reasonably satisfactory to the Administrative Agent that, after giving effect to the initial extensions of credit hereunder, the sum of (i) the cash and Cash Equivalent of the Borrowers, and (ii) the Tranche A Revolving Credit Availability and (iii) the Tranche B Revolving Credit Availability shall be at least $35,000,000. The Administrative Agent shall have received a satisfactory business plan for the Company for the five fiscal years following the Closing Date, including a projected consolidated balance sheet, consolidated statements of income, retained earnings and cash flow with assumptions used in preparing the statements. All governmental, shareholder and third party consents and approvals necessary in connection with this Agreement, the Spectra Precision Acquisition and the other transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Spectra Precision Acquisition or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of the Administrative Agent could have such effect. There shall not have occurred a material adverse change since December 31, 1999 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. The Administrative Agent, Lenders and/or their Affiliates shall have received all fees and expenses, including the reasonable fees and expenses of Winston & Xxxxxx, required to be paid on or before the Closing Date. The Administrative Agent shall have received evidence satisfactory to it that all outstanding Indebtedness of the Company and its Subsidiaries except for Permitted Existing Indebtedness and Indebtedness permitted pursuant to Section 7.3(c)(x) has been paid in full and all Liens securing such Indebtedness shall have been terminated. Written money transfer instructions with respect to the initial Advances and to future Advances in substantially form and substance acceptable to the form of Exhibit L hereto, Administrative Agent and its counsel addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and . The Administrative Agent shall have received the duly executed Collateral Documents (8) Such other documents as than the Agent or any Lender or its counsel may have reasonably requestedMortgages), includingtogether with insurance certificates naming the Administrative Agent, without limitation all on behalf of the documents reflected on Lenders, as loss payee for any casualty policies and additional insured for any liability policies in form and substance acceptable to the List of Closing Documents attached as Exhibit I to this AgreementAdministrative Agent.

Initial Advances and Letters of Credit. The Lenders shall not be -------------------------------------- required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein on the Closing Date unless: (a) such Loans are made not later than March 31, 1997Holdings shall have provided assurances acceptable to the Agent that all of the conditions to the closing of the ICI Stock Purchase Agreement have been met and that the ICI Stock Acquisition is ready to be consummated; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Commitment Letter and Term Sheet, dated January 3October 1, 1997 among First Chicago, First Chicago Capital MarketsEos Partners, Inc., L.P. and Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (gc) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness (if any) and release of all Liens (if any) in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and; (hd) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), Borrowers together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, Copies certified by an Authorized Officer of the Secretary or Assistant Secretary Borrowers of Holdings, the Borrower and the Target, of its their By-Laws and of its their Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Documents; (3) An incumbency certificate, executed by an Authorized Officer of each of the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, Borrowers which shall identify by name and title and bear the signature of the officers of such entities authorized to sign the Transaction Documents and, with respect to (other than the Borrower, PMT Transaction Documents) and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrowers; (4) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer an Authorized Officer of the BorrowerHoldings, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing;continuing and that the requirements of Section 4.1 (e) have been fulfilled; --------------- (5) A written opinion of the Borrower's Borrowers' counsel, addressed to the Lenders addressing in substantially the issues identified in form attached as Exhibit H G hereto containing --------- such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L K hereto, addressed to the Agent and signed by an Authorized --------- Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I H --------- to this Agreement.; and (e) As of the Closing Date: (i) the ICI Acquisition Documents are in full force and effect; (ii) no material breach, default or waiver of any term or provision of any of the ICI Acquisition Documents by Holdings or, to the knowledge of Holdings, the other parties thereto has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Agent and the Required Lenders); (iii) no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the ICI Stock Acquisition; (iv) the representations and warranties of any Borrower contained in the ICI Acquisition Documents, if any, are true and correct in all material respects; (v) all conditions precedent to, and all consents necessary to permit, the ICI Stock Acquisition pursuant to the ICI Acquisition Documents have been satisfied or waived, in the case of the conditions to Holdings' obligations, with the prior written consent of the Agent and the Required Lenders, and simultaneously with the funding of the initial Loan and/or the issuance of the Seller Letters of Credit under this Agreement, the ICI Stock Acquisition is consummated in accordance with the ICI Acquisition Documents and Holdings is obtaining (directly or indirectly) at such time good and marketable title to all of the outstanding Equity Interests of ICI and ICS free and clear of any Liens other than Liens permitted under Section 6.3(C); and --------------

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such initial Loans are made not later than March 31November 15, 1997; 1999; and (bii) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, and the other conditions set forth below have been satisfied: (1A) Copies of the Spin-off Materials and such other information with respect to the Spin-off as the Lead Arrangers may reasonably request, which shall be in form and substance satisfactory to the Administrative Agent, and evidence satisfactory to the Administrative Agent that all conditions precedent thereunder or otherwise to the consummation of the Spin-off (other than payment of the Dividend) shall have been satisfied (and not waived). (B) Arrangements satisfactory to the Administrative Agent shall have been made for the consummation of the Spin-off promptly following the initial Loans. (C) Copies of the Certificate of Incorporation for of each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Loan Parties, together with all amendments thereto and a certificate of good standing, both all certified by the appropriate governmental officer in its jurisdiction of incorporation;. (2D) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its their respective By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents;. (3E) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;applicable Loan Party. (4F) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of this Agreement (which shall be the initial Borrowing Date) all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing;. (5G) A The written opinion opinions of the Borrower's Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Lenders addressing Agents and the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent. (H) Evidence reasonably satisfactory to the Administrative Agent that the Company and each of its Subsidiaries (a) has made a reasonable assessment of the Year 2000 Issues; (b) has a program for remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in such budget. (I) The capital structure and corporate structure of the Company and its Subsidiaries is consistent in all material respects with the Spin-off Materials, and there exists no injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent, could prohibit or impose material restrictions on the Spin-off or prohibit the making of the Loans and the Lenders;other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order. (6J) Notes payable A written solvency certificate from the chief financial officer of the Borrower in form and substance satisfactory to the order Administrative Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of each or relating to, as the case may be, the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Dividend, the Spin-off, and the incurrence of Indebtedness related thereto (including the initial extensions of credit hereunder). (K) The Administrative Agent shall have received (i) pro forma opening financial statements giving effect to the Spin-off which must not be materially less favorable, in the Administrative Agent's reasonable judgment, than the projections previously provided to the Lead Arrangers and which must demonstrate, in the reasonable judgment of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized OfficerAdministrative Agent, together with all other information then available to the Administrative Agent, that the Company and its Subsidiaries can repay their debts and satisfy their respective other obligations as and when due, and can comply with the financial covenants set forth herein, (ii) a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that as of October 1, 1999, but giving pro forma effect to the Spin-off, the Company would have been in compliance with the financial covenants in Section 7.4 at the level prescribed for the fiscal quarter ending December 31, 1999 and (iii) such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements. (L) The Administrative Agent shall have received a satisfactory business plan for the Company for the five fiscal years following the Closing Date, including a projected consolidated balance sheet, consolidated statements of income, retained earnings and cash flow with assumptions used in preparing the statements. (M) All governmental, shareholder and third party consents and approvals necessary in connection with this Agreement, the Spin-off and the other transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Spin-off or such other related money transfer authorizations as transactions or that could seek or threaten any of the Agent may foregoing, and no law or regulation shall be applicable which in the judgment of any of the Agents could have reasonably requested; andsuch effect. (8) N) There shall not have occurred a material adverse change since June 30, 1999 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. (O) The Agents, Lenders and/or their Affiliates shall have received all fees and expenses, including fees and expenses of Winston & Straxx, xxquired to be paid on or before the Closing Date. (P) The Administrative Agent shall have received evidence satisfactory to it that all outstanding Indebtedness of the Company and its Subsidiaries except for Permitted Existing Indebtedness has been paid in full and all Liens securing such Indebtedness shall have been terminated. (Q) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Revolving Lenders shall not be required to make the initial Loans, Revolving Loans hereunder and the Issuing Bank shall not be required to issue any new Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of (a) the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments amendments, certified by the Secretary or Assistant Secretary of the Borrower, provided, that the Borrower shall deliver a copy of such Articles of Incorporation, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation within ten (10) days after the Effective Date, and (b) a certificate of good standingstanding of the Borrower, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its respective By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower, authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateCertificates, in substantially the form and substance satisfactory to the Agentof Exhibit H hereto, signed by the chief financial officer of the Borrower, stating that on Closing the Effective Date all the representations in this Agreement are true and correct and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's and Subsidiary Guarantors' counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable Evidence satisfactory to the Agent that (a) there exists no injunction or temporary restraining order of each which, in the judgment of the Lenders;Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order, and (b) except as set forth in Schedule 6.7 to this Agreement, there is no action, suit, proceeding, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or (to the Borrower's knowledge) threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Loan Documents or (ii) which will have or could reasonably be expected to have a Material Adverse Effect. (7) Written money transfer instructions in substantially instructions, if reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) The Subsidiary Guaranty, executed by each Subsidiary Guarantor; (9) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement, including without limitation, the Collateral Documents required to be delivered on or prior to the Effective Date; (10) A copy of this Agreement executed by the Borrower, the Required Lenders and the Agent; and (11) Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letters, dated January 7, 2000 and November 28, 2001, among the Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for of each of Holdings, the Borrower and initial Loan Parties as of the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Loan Parties of its their respective By-Laws and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the applicable Loan Party authorized to sign the Transaction Loan Documents and, with respect to of the Borrower, applicable Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer an Authorized Officer of the BorrowerCompany, stating certifying that on Closing the date of this Agreement and such initial Borrowing Date all the representations in this Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion of the Borrower's counsel, Borrowers' and Guarantors' general counsel addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E; (6) Notes payable Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order of each which, in the judgment of the LendersAdministrative Agent, would prohibit the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7) Written money transfer instructions in substantially A written opinion of foreign counsel with respect to each Pledge Agreement to be delivered on the form of Exhibit L heretoClosing Date, addressed to the Administrative Agent and signed by an Authorized Officerthe Lenders, together with such other related money transfer authorizations as in form and substance acceptable to the Agent may have reasonably requested; andAdministrative Agent; (8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (9) Evidence reasonably satisfactory to the Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all loans outstanding under (a) the $60,000,000 Demand Note dated September 15, 2000 issued by the Company to Bank One and (b) the Amended and Restated Credit Agreement dated as of June 15, 2000 among the Company, the lenders parties thereto and Firstar Bank, National Association, as agent and the termination of the applicable agreements relating to each of the foregoing; and (10) Evidence satisfactory to the Administrative Agent that the Company has paid or caused to be paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated September 7, 2000, among the Administrative Agent, the Arranger and the Company.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing Administrative Agent and signed by an Authorized Officer; (6) Receipt in cash of the issues identified fees agreed to in the fee letter dated August 29, 2007, among the Administrative Agent, the Arranger and the Company; (7) The written opinions of the Borrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit H hereto containing such assumptions E, addressed to the Administrative Agent, the Issuing Banks and qualifications and otherwise the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the Lendersdue authorization, execution and enforceability of this Agreement and the other Loan Documents; (6) Notes payable to 8) The Domestic Subsidiary Guaranty, in the order of form attached hereto as Exhibit I-1, executed by each of the LendersDomestic Subsidiary Guarantor; (79) Written money transfer instructions To the extent there are Foreign Subsidiary Borrowers having Significant Foreign Subsidiaries and such guaranty is required in substantially accordance with the terms of the definition of Foreign Subsidiary Guarantor, a Foreign Subsidiary Guaranty, in the form of attached hereto as Exhibit L heretoI-2, addressed to the Agent and signed executed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedeach Foreign Subsidiary Guarantor; and (8) 10) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders Lender shall not be required to make the initial Loans, Loans as of the Closing Date or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent Lender each of the following, with sufficient copies for all in form and substance satisfactory to the LendersLender: (1) Copies The Amended and Restated Credit Agreement, duly executed by Borrower, each Subsidiary Guarantor and Lender; (2) Revolving Loan Note, payable to Lender’s order in the amount of the Revolving Loan Commitment; (3) Secretary’s Certificate of Borrower, in the form of Exhibit E-2, together with (i) copies of the Certificate of Incorporation for each (or other comparable constituent document) of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and amendments, (ii) a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; organization, (2iii) Copiescopies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws (or other comparable governing document) and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Documents; Loan Documents and (3iv) An an incumbency certificate, executed by the Secretary Secretary, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by the Borrower; (4) Secretary’s Certificate of each Subsidiary Guarantor, in the form of Exhibit E-3, together with (i) copies of the Certificate of Incorporation (or Assistant other comparable constituent document) of each Subsidiary Guarantor, together with all amendments, (ii) a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of organization, (iii) copies, certified by the Secretary of Holdingseach Subsidiary Guarantor, of its By-Laws (or other comparable governing document) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for Lender) authorizing the Borrower execution of the Loan Documents and (iv) an incumbency certificate, executed by the TargetSecretary, which shall identify by name and title and bear the signature of the officers of such entities Subsidiary Guarantor authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Subsidiary Guarantor; (45) An Officer's ’s Certificate of Borrower, in the form of Exhibit H attached hereto, confirming the fact that the Subordination Agreement executed by U.S. Traffic Corporation and Xxxxx/Nuart Electrical Products, Inc., in favor of the Administrative Agent for the benefit of the Existing Lenders; has not been amended, revised or terminated. (6) Reaffirmation of Subsidiary Guaranty evidenced by Section 7.2(L) of this Agreement executed by each Significant Domestic Incorporated Subsidiary, any Subsidiary designated as a Subsidiary Guarantor by Borrower and the Lender including, without limitation, Spin-Cast Plastics, Inc.; (7) An Officer’s Certificate, in the form and substance satisfactory to the Agentof Exhibit E-1, signed by the chief financial officer of the Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date), and no material adverse change, or Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel8) Documentation, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable satisfactory to the Agent and the Lenders; (6) Notes payable to the order Lender, evidenced by an Assignment Agreement of each Existing Lender, including the Administrative Agent, under the Existing Credit Agreement assigning to Lender of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.their rights and obligations thereunder;

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate Articles of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Borrower, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of the Borrower's counsel, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the applicable Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed Evidence satisfactory to the Agent and signed by an Authorized Officer, together that (i) all conditions precedent to the consummation of the Tender Offer have been satisfied or waived with such other related money transfer authorizations as the approval of the Agent may have reasonably requested; and (8) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedsuch approval not to be unreasonably withheld), including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.(ii)

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Revolving Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger Borrowers have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of existence or good standingstanding for each Borrower and Guarantor, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary Chief Executive Officer, as the case may be, of Holdings, the each Borrower and the TargetGuarantor, of (i) its respective Articles of Incorporation (together with all amendments thereto) and By-Laws and or operating or other management agreement, (ii) resolutions of its Board of Directors' resolutions Directors or Members, as applicable (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the each Borrower and the TargetGuarantor, which shall identify by name and title and bear the signature of the officers of such entities each Borrower and Guarantor, authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the each Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of outside counsel to the Borrower's counselBorrowers, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Revolving Notes payable to the order of each of the Lendersapplicable Lenders (amended and restated where appropriate); (7) Evidence satisfactory to the Agent that there has been no material adverse change in the business, financial condition, operation or prospects of the Borrowers, since the date of the Borrowers' consolidated financial statements for the fiscal year ended March 27, 1999. (8) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Revolving Loans or any litigation seeking such an injunction or restraining order; (9) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as ; (10) Evidence satisfactory to the Agent may that the Borrowers have reasonably requestedpaid to the Agent and the Arranger the fees agreed to in the fee letter dated June 23, 2000 among the Agent, the Arranger and the Borrowers and the fees due on the Closing Date which the Agent, the Arranger and the Borrowers have agreed to herein; and (8) 11) Evidence satisfactory to the Agent of the insurance coverage required by Section 7.2(E) hereof. (12) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue or participate in any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (hA) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1i) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and each of the Target Guarantors (including, without limitationcollectively, the proposed articles of merger with respect to the Merger"LOAN PARTIES"), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the signature of the officers of such entities the Loan Parties authorized to sign the Transaction Loan Documents and, with respect to and of the Borrower, Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4iv) An Officer's Certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion of counsel to the Borrower's counselBorrower and the Guarantors, addressed to the Lenders addressing Administrative Agent and the issues identified Lenders, in substantially the form attached hereto as Exhibit H hereto E and containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7v) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) vi) Intentionally Omitted; (vii) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; (viii) Evidence satisfactory to the Administrative Agent that the agreements, documents and instruments evidencing the Wachovia Lease Program Indebtedness have been amended or otherwise modified to extend the termination dates or maturity dates thereof (or any other scheduled dates on which such Indebtedness is to be fully repaid) to or beyond the Revolving Loan Termination Date; (ix) A fully executed copy of each of the Intercreditor Agreement, the Security Agreement, and the Guaranty; (x) Evidence satisfactory to the Administrative Agent as to the perfection of the Collateral Agent's Lien upon the Collateral pursuant to the terms of the Security Agreement and the other Collateral Documents; (B) The Administrative Agent shall have determined to its reasonable satisfaction that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; and (C) The Borrower and its Affiliates shall have caused substantially all of their cash located or otherwise maintained in the United States net of outstanding payroll and disbursement checks in excess of $5,000,000 to be deposited with one or more Lenders on terms and conditions acceptable to the Administrative Agent.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) including the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all deemed issuance of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction Transitional Letters of the Agent and each of the Lenders; (dCredit) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and each of the Target Subsidiary Guarantors (including, without limitationcollectively, the proposed articles of merger with respect to the Merger“Loan Parties”), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, of its By-Laws and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetLoan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of such entities the Loan Parties authorized to sign the Transaction Loan Documents and, with respect to and the Borrower, officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, Administrative Agent signed by the chief financial officer treasurer of the Borrower, stating that on Closing the Initial Funding Date (both before and after giving effect to any proposed Loan to be made and/or Letter of Credit to be issued thereon), all of the representations in this Agreement are true and correct and no Default or Unmatured Default has occurred and is continuing; (5) A The written opinion of the Borrower's Loan Parties’ counsel, addressed to the Lenders addressing Administrative Agent and the issues identified Lenders, in substantially the form attached hereto as Exhibit H hereto E and containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrower; (7) Evidence satisfactory to the Administrative Agent that the Borrower had paid to the Administrative Agent and the Arrangers the fees agreed to in the Initial Fee Letters; (8) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has terminated and that all obligations, together indebtedness and liabilities outstanding under the Existing Credit Agreement have been repaid in full (it being understood and agreed that the Transitional Letters of Credit shall be evidenced hereby in accordance with Section 3.2), or the Borrower has arranged for such other related money transfer authorizations termination and repayment from the proceeds of the initial Loans hereunder (in each case, as documented in a payoff letter in form and substance reasonably satisfactory to the Agent may have reasonably requestedAdministrative Agent); and (8) 9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all limitation, the Subsidiary Guaranty, opinions of the documents counsel, an officer’s no-default certificate and each other document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower Initial Obligor Group (except as otherwise permitted and the Targetcontemplated by Section 7.2(M)), of its By-Laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunderhereunder or under any applicable Alternate Currency Addendum), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer an Authorized Officer of the each Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement and in any applicable Alternate Currency Addendum are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (6) Notes payable to the order of each of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Administrative Agent and signed by an Authorized Officer; (6) Evidence satisfactory to the Administrative Agent that the Company has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated June 27, together 2003, among the Administrative Agent, the Arranger and the Company; (7) The written opinions of the initial Borrowers' and the Subsidiary Guarantors' U.S. counsel, and, if such Borrower or Subsidiary Guarantor is a Foreign Subsidiary, foreign counsel, in the forms of the opinions attached hereto as Exhibit E, in each case, addressed to the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with such respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other related money transfer authorizations as the Agent may have reasonably requested; andLoan Documents; (8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents Parent Guaranty, the Subsidiary Guaranty, any applicable Alternate Currency Addendum and each other document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement; and (9) The Administrative Agent shall have received the audited financial statements of the Company and its consolidated Subsidiaries, in the form contemplated under Section 7.1(A)(ii), accompanied by a compliance certificate (substantially in the form of Exhibit H attached hereto and in such detail as is requested by the Administrative Agent) signed by the Company's chief financial officer and demonstrating compliance with the financial tests set forth herein.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger Borrowers have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent, the Arranger and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of existence or good standingstanding for each Borrower and Mundy Realty, both Inc., certified by the appropriate governmental officer governmenxxx xfficer in its jurisdiction of incorporationorganization; (2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary of HoldingsChief Executive Officer, as the Borrower and the Targetcase may be, of each Borrower, of (i) its respective Articles of Incorporation (together with all amendments thereto) and By-Laws and or operating or other management agreement, (ii) resolutions of its Board of Directors' resolutions Directors or Members, as applicable (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) A reaffirmation of Guaranties in favor of the Agent and the Lenders executed by all Guarantors; (4) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the each Borrower and the TargetMundy Realty, Inc., which shall identify by name and title and xxx bear the signature of the officers of such entities each Borrower and Mundy Realty, Inc., authorized to sign the Transaction Loan Documents and, with respect to the Borrower, to xxx xo make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower; (45) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer of the each Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing; (56) A written opinion of internal counsel to the Borrower's counselBorrowers, addressed to the Lenders Agent and the Lenders, addressing the issues identified in Exhibit H F hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders; (67) Notes payable to the order of each of the Lendersapplicable Lenders (amended and restated where appropriate); (78) Evidence satisfactory to the Agent that there has been no material adverse change in the business, financial condition, operation or prospects of the Borrowers, since the date of the Borrowers' consolidated financial statements for the fiscal year ended March 30, 2002. (9) Evidence satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (10) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAgent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as ; (11) Evidence satisfactory to the Agent may that the Borrowers have reasonably requestedpaid to the Agent and the Arranger the fees agreed to in the fee letter dated March 20, 2003 among the Agent, the Arranger and the Borrowers and the fees due on the Closing Date which the Agent, the Arranger and the Borrowers have agreed to herein; and (8) 12) Evidence satisfactory to the Agent of the insurance coverage required by Section 7.2(E) hereof and the Mortgages; (13) Collateral Documents in favor of the Agent for the benefit of the Lenders; (14) Evidence satisfactory to the Agent that the Mortgaged Property has an appraisal value of not less than $75,000,000.00; (15) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit unless, on or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met prior to the satisfaction of Closing Date, the Agent and each of the Lenders; (d) the Senior Subordinated Notes Borrowers have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1i) Copies of the Certificate of Incorporation for or comparable charter documents of each of Holdings, the Borrower and Borrowers as of the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the Target, Borrowers of its their respective By-Laws or comparable governance documents and of its their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction DocumentsLoan Documents entered into by it; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetBorrowers, which shall identify by name and title and bear the signature of the officers of such entities the applicable Borrower authorized to sign the Transaction Loan Documents and, with respect to of the Borrower, applicable Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany; (4iv) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer an Authorized Officer of the BorrowerCompany, stating certifying that on Closing Date the date of this Agreement (a) all the representations in this Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (b) no Default or Unmatured Default has occurred and is continuingcontinuing and (c) there exists no injunction or temporary restraining order which would prohibit the making of the Loans, the issuance of the Letters of Credit or the consummation of the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (5v) A The written opinion opinions of the BorrowerBorrowers' and Guarantors' General Counsel, and of the Company's Dutch counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E-1 and Exhibit E-2, respectively; (6vi) Notes payable to the order of each A duly executed copy of the Lenders; (7) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed to the Agent Five-Year Credit Agreement and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and (8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit I E-3 to this Agreement; 57 (vii) Evidence satisfactory to the Administrative Agent of the payment, prior to or simultaneously with the initial Advance hereunder, of all principal, interest, fees and premiums, if any, on all loans and other credit extensions outstanding under the Existing Credit Agreements, and the termination of the applicable agreements relating to the foregoing (except for those provisions which expressly survive the termination thereof); and (viii) Evidence satisfactory to (a) the Administrative Agent that the Company has paid or caused to be paid to the Administrative Agent and BOCM the fees (including, without limitation, the upfront fees payable to the Lenders) agreed to in the fee letter dated May 29, 2003, among the Administrative Agent, BOCM and the Company and (b) the Syndication Agent that the Company has paid or caused to be paid to the Syndication Agent and BAS the fees agreed to in the fee letter dated May 22, 2003 among the Syndication Agent, BAS and the Company.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: unless (ai) such no law, regulation, order, judgment or decree of any Governmental Authority shall, and the Agent shall not have received any notice that litigation is pending or threatened which is likely to, (A) enjoin, prohibit or restrain the making of the initial Loans are made not later than on the Closing Date or (B) impose or result in the imposition of a Material Adverse Effect; (ii) there shall have occurred no material adverse change (A) in the primary and secondary loan syndication markets or capital markets generally and (B) since March 31, 1997; (b) 1998, in the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheetbusiness, dated January 3assets, 1997 among First Chicagooperations, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity or financial condition of the Borrower and its Subsidiaries or in an amount not less than $51,300,000; the facts and information regarding such entities as represented to date in this Agreement; (giii) there exists no Default or Unmatured Default under the Original Credit Agreement; (iv) execution and delivery of that certain Assignment Agreement whereby (A) the Borrower shall have made all necessary arrangements for Original Agent sells and assigns, and the payment in full Agent purchases and assumes the "Assumed Obligations" (as defined therein), and (B) the Original Agent resigns as agent under the Original Credit Agreement, (v) termination of all Indebtedness liens and liabilities security interests in connection with favor of the Refinanced Indebtedness and release of all Liens in connection therewith Original Agent pursuant to payoff, estoppel the Original Credit Agreement and release documentation reasonably acceptable to the Agentrelated security documents thereto; and and (hvi) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders: (1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2a) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach Guarantor, of its Byarticles or certificate of incorporation (which copies for the Borrower shall be certified as of a recent date by the appropriate governmental officer in its respective jurisdiction of incorporation), its by-Laws laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3b) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Targeteach Guarantor, which shall identify by name and title and bear the signature of the officers of such entities the Borrower and Guarantors authorized to sign the Transaction Loan Documents and, with respect to in the case of the Borrower, to make borrowings request Loans and Letters of Credit hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4c) An Officer's CertificateA certificate, in form and substance satisfactory to the Agent, signed by the chief financial officer or treasurer of the Borrower, (i) stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing, and (ii) setting forth the PRO FORMA calculation of the Leverage Ratio as of Closing Date; (5d) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders addressing the issues identified in Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders, in substantially the form attached as EXHIBIT G hereto; (6e) Revolving Notes payable to the order of each of the applicable Lenders; (7f) Written money transfer instructions in substantially the form of Exhibit L hereto, addressed A Swing Line Note payable to the Agent order of NationsBank; (g) The Guaranty executed by each of the Guarantors; (h) A Pledge Agreement executed by each of the Borrower and signed its Subsidiaries, as applicable, in connection with which each of the Borrower and such Subsidiaries, as applicable, shall have delivered stock certificates, stock powers and UCC-1 financing statements; (i) Copies of each environmental assessment report conducted by an Authorized Officer, together the Borrower or any of its Subsidiaries with such other related money transfer authorizations as the Agent may have reasonably requestedrespect to their operations or properties; and (8) j) Such other documents as the Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent, the Arrangers and the Lenders: (1i) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization; (2ii) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the TargetBorrower, of its By-Laws Articles of Organization, Operating Agreement (together with all amendments thereto) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each of the Borrower and the TargetBorrower, which shall identify by name and title and bear the signature of the officers of such entities the Borrower authorized to sign the Transaction Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4iv) An Officer's Certificate(a) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer Vice President, Finance of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing, (b) a Borrowing Base Certificate, in form and substance satisfactory to the Administrative Agent, signed by the Vice President, Finance of the Borrower, setting forth the Borrowing Base as of the Closing Date, (c) a compliance certificate in the form contemplated by Section 7.1(a)(iii) prepared as of the end of the fiscal quarter immediately preceding the Closing Date showing on a pro forma basis the effect of the Advances to be made and Letters of Credit to be issued on the Closing Date, and (d) a schedule of Distributions made by the Borrower in the twelve calendar months preceding the Closing Date; (5v) A written opinion Written opinions of the Borrower's and the Guarantor's counsel, addressed to the Lenders Administrative Agent and the Lenders, addressing the issues identified in Exhibit H F-1 and F-2 hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (6vi) Notes payable to the order of each of the Lenders; (7vii) Evidence satisfactory to the Administrative Agent that there has been no material adverse change in the Borrower's business, financial condition, operation or prospects, as of the Borrower's consolidated financial statements dated December 31, 2002; (viii) Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order; (ix) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; and; (8) x) Completion of a field audit of the Collateral, including, without limitation, accounts receivable of the Borrower, the results of which are satisfactory in all respects to the Administrative Agent and which, in the sole and absolute discretion of the Administrative Agent, support the definitions of Eligible Receivables, and the proposed advance rates thereon; (xi) Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arrangers the fees agreed to in the fee letter dated February 17, 2003, among the Administrative Agent, the Arrangers and the Borrower and the fees due on the Closing Date which the Administrative Agent, the Arrangers and the Borrower have agreed to herein; (a) Audited Consolidated Financial Statements for the Borrower for the fiscal years ending in 2000, 2001 and 2002, and (b) Unaudited Interim Consolidated Financial Statements for the Borrower for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (a), and such financial statements shall not, in the judgment of the Administrative Agent, disclose any Material Adverse Change in the consolidated financial position of the Borrower from what was reflected in the financial statements previously furnished to the Administrative Agent; (xiii) Results of a recent lien search in each relevant jurisdiction with respect to the Borrower, and such search shall reveal no liens on any of the assets of the Borrower except for the Permitted Existing Liens; (xiv) All documents and instrument required to perfect the Administrative Agent's security interests in the Collateral shall have been executed and be in proper form for filing; (xv) Certificates of insurance evidencing property and liability insurance reasonably satisfactory to the Administrative Agent. (xvi) A certificate from the Vice President, Finance of the Borrower which shall document that the Borrower is Solvent both before and after entering into this Agreement and the transactions contemplated hereby. (xvii) Projected income statements, balance sheets and cash flow statements prepared by the Borrower and giving effect to the transactions contemplated hereby and the use of the proceeds therefrom in form and substance satisfactory to the Administrative Agent and the Lenders. (xviii) Evidence satisfactory to the Administrative Agent that the Closing PUHCA Notice has been duly filed with the Securities Exchange Commission by Borrower. (xix) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents reflected on the List of Closing Documents attached as Exhibit I G to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Facility Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) hereunder unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower Borrowers shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower has furnished to the Agent each of the followingAgents, with sufficient copies for the Lenders, each of the following: (1a) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)incorporation or similar organizational documents of each Borrower, together with all amendments thereto, and a certificate of good standingstanding or similar governmental evidence of corporate existence (if available), both all certified by the appropriate governmental officer Secretary or an Assistant Secretary of such Borrower; provided, however, that Meritor Heavy Vehicle Systems Limited may deliver evidence of good standing on or before the date that is 15 Business Days following the Effective Date which, if in its jurisdiction the form of incorporation;the original certificate, need not be certified by the Secretary or Assistant Secretary of such Borrower. (2b) Copies, certified by the Secretary or an Assistant Secretary or other duly authorized representative of Holdings, the Borrower and the Targeteach Borrower, of its Byby-Laws laws or similar constituent document (if any) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any LenderAgent) authorizing the execution of the Transaction Documents;Loan Documents to which such Borrower is a party. (3c) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Holdings, the Borrower and the Targeteach Borrower, which shall identify by name and title and bear the signature of the officers of such entities Borrower authorized to sign the Transaction applicable Loan Documents and, with respect to the Borrower, and to make borrowings hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower;. (4d) An Officer's Certificate, in form and substance satisfactory to the AgentA certificate, signed by the chief financial officer any Designated Financial Officer of the BorrowerCompany, stating that on Closing Date the date of the initial funding hereunder all of the representations in this Agreement made by the Company and the Foreign Subsidiary Borrowers are true and correct and no Default or Unmatured Default has occurred and is continuing;. (5e) A written opinion Written opinions of counsel to the Company, addressed to the Lenders in substantially the form of Exhibit D hereto. (f) Written opinions of each Foreign Subsidiary Borrower's counsel, addressed to the Lenders addressing consistent with the issues identified in form of opinion request attached hereto as Exhibit H hereto containing such assumptions and qualifications and otherwise in form and substance reasonably acceptable to the Agent and the Lenders;E. (6) Notes payable to the order of each of the Lenders; (7g) Written money transfer instructions instructions, in substantially the form of Exhibit L F hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and. (8) h) Evidence satisfactory to the Administrative Agent and the Syndication Agent that the Lenders, such Agents and the Joint Book Managers have received all fees agreed to in the fee letters dated May 25, 2000 among such Agent or Agents, Arvix, Meritor and the Company or hereunder required to be paid, and all expenses for which invoices have been presented, on or before two Business Days prior to the date of the initial funding under this Agreement. (i) (x) Satisfactory audited consolidated financial statements of each of Arvix xxx Meritor for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (y) satisfactory unaudited interim consolidated financial statements of each of Arvix xxx Meritor for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (x) of this paragraph as to which such financial statements are available, and (z) satisfactory pro forma post-Merger consolidated balance sheet and financial projections of the Company which shall be consistent with the information included in the Bank Book. (j) Evidence satisfactory to the Administrative Agent and the Syndication Agent that (i) the Board of Directors of each of Arvix xxx Meritor shall have approved the Merger, (ii) each of Arvix xxx Meritor shall have received all material governmental, third-party and regulatory approvals necessary in connection with the Merger (which approvals shall be full force and effect), (iii) each of Arvix xxx Meritor shall have received all necessary shareholder approvals in connection with the Merger, (iv) the terms of the Merger have not changed in any material respect from those disclosed in the preliminary proxy statement/prospectus filed by Arvix xxx Meritor on May 5, 2000 with the Securities and Exchange Commission, as amended by Amendment No. 1 thereto filed on June 2, 2000 with the Securities and Exchange Commission and (v) the Merger shall have been consummated. (k) Evidence satisfactory to the Administrative Agent and the Syndication Agent that all material governmental and third-party approvals necessary or advisable, in the discretion of such Agents, in connection with the financing contemplated hereby and the continuing operations of the Company and its Subsidiaries have been obtained and are in full force and effect. (l) Documentation evidencing the termination of the Existing Credit Agreements and repayment of all obligations, indebtedness and liabilities outstanding thereunder or the arrangement for such termination and repayment from the proceeds of the initial Loans hereunder. (m) Documentation satisfactory to the Administrative Agent and the Syndication Agent demonstrating that (i) except as set forth on Schedule 4 hereto, the obligor on all outstanding public Indebtedness of the Company and its Subsidiaries is the Company, (ii) other than with respect to the outstanding guaranteed Subsidiary subordinated Indebtedness, none of the Company's Subsidiaries shall be co-obligors or guarantors of the Company's Indebtedness unless such Subsidiaries similarly become co-obligors or guarantors of the Indebtedness hereunder and under the 364-Day Credit Agreement and (iii) all such outstanding subordinated Indebtedness is subordinated to the Indebtedness hereunder and under the 364-Day Credit Agreement. (n) Such other documents as the Administrative Agent and the Syndication Agent or any Lender or its their counsel may have reasonably requested, requested including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I to this Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be -------------------------------------- required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunderhereunder or under the Deutsche Marks Alternate Currency Addendum), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (4) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the each Borrower, stating that on Closing Date the date of this Agreement all the representations in this Agreement and in the Deutsche Marks Alternate Currency Addendum are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (5) A written opinion Documentation evidencing (a) the arrangement for the termination of the Borrower's counselExisting Credit Agreement, addressed to (b) the Lenders addressing repayment of all obligations, indebtedness and liabilities outstanding thereunder from the issues identified in Exhibit H hereto containing such assumptions proceeds of the initial Loans hereunder and qualifications and otherwise in form and substance reasonably acceptable to (c) the Agent and the Lendersrelease of all Liens thereunder; (6) Notes payable Evidence reasonably satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order of each which, in the reasonable judgment of the LendersAdministrative Agent, would prohibit the making of the Loans and the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7) Written money transfer instructions in substantially reasonably requested by the form of Exhibit L heretoAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (8) Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated March 10, together 2000, among the Administrative Agent, the Arranger and the Borrower; (9) The written opinions of the Borrowers' and the Subsidiary Guarantors' U.S. counsel, and Xxxxx Germany's foreign counsel, in the forms of the opinions attached hereto as Exhibit E, in each case, addressed to --------- the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel, with such respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other related money transfer authorizations as Loan Documents; (10) A written opinion of foreign counsel with respect to each Pledge Agreement to be delivered on the Agent may have reasonably requestedClosing Date, addressed to the Administrative Agent, the Alternate Currency Banks, the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent; and (8) 11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents Parent Guaranty, the Subsidiary Guaranty, the Pledge Agreements, the Deutsche Marks Alternate Currency Addendum and each other document reflected on the List of Closing Documents attached as Exhibit I F to this --------- Agreement.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, Loans or issue any Letters of Credit or purchase any participations therein unless: (a) such Loans are made not later than March 31, 1997; (b) unless the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing; (c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders; (d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof; (e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof; (f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000; (g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and (h) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders (or direct delivery to applicable Lenders in the case of items (9) and (10) below), all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (1) Executed copies of (a) this Agreement executed by the Borrowers, the Administrative Agent, the Lenders, the Swing Line Bank and the Issuing Banks, (b) the Domestic Subsidiary Guaranty executed by each Domestic Subsidiary Guarantor, (c) a Foreign Subsidiary Guaranty executed by each Foreign Subsidiary Guarantor and (d) any other applicable Loan Documents; (2) Copies of the Certificate of Incorporation for (or other comparable constituent document) of each member of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger)Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, of its By-Laws and of its Board of Directors' resolutions organization (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) or, in respect of any German Obligor, an up-to date copy of (i) the articles of association (Satzung), (ii) the shareholders list (Gesellschafterliste) and (iii) the commercial register excerpt (Handelsregisterauszug); (3) Copies, certified by the Secretary, Assistant Secretary or other comparable officer of each member of the Initial Obligor Group, of its By-Laws (or other comparable governing document) and of its board of directors’ (and resolutions of other bodies, if any 71 are deemed necessary by counsel for any Lender) or, in the case of any German Obligor, shareholders’ resolutions, authorizing the execution of the Transaction Loan Documents; (34) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of Holdings, each member of the Borrower and the TargetInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of such entities the members of the Initial Obligor Group authorized to sign the Transaction Loan Documents (and, with respect to in the Borrowercase of the Borrowers, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany, or, with respect to any German Obligor, a certificate of an authorised signatory of such German Obligor, including a specimen of the signature of each person authorised in relation to the Loan Documents, certifying that each copy document relating to such German Obligor specified in paragraphs (2) and (3) as well as the specimen signatures, relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of such certificate; (45) An Officer's CertificateA certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer or treasurer of the BorrowerCompany, stating that on Closing Date the date of this Agreement all the representations in this Agreement are true and correct in all material respects or, with respect to any representation that is qualified by materiality or Material Adverse Effect, all respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects or all respects, as applicable, as of such date) and no Default or Unmatured Default has occurred and is continuing; (56) A written opinion of Written money transfer instructions reasonably requested by the Borrower's counselAdministrative Agent, addressed to the Lenders addressing Administrative Agent and signed by an Authorized Signer; (7) Receipt in cash of the issues identified fees agreed to in the Fee Letters; (8) The written opinions of the Borrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit H hereto containing such assumptions E, addressed to the Administrative Agent, the Issuing Banks and qualifications and otherwise the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the Lendersdue authorization, execution and enforceability of this Agreement and the other Loan Documents; (69) Notes payable All documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the order of each of the LendersPATRIOT Act and any applicable “know your customer” rules and regulations; (710) Written money transfer instructions For each member of the Initial Obligor Group or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in substantially relation to such member of the form of Exhibit L heretoInitial Obligor Group 72 or such Subsidiary (including delivery to each Lender requesting the same), addressed in each case at least five (5) Business Days prior to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedClosing Date; and (8) 11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documents limitation, each document reflected on the List of Closing Documents attached as Exhibit I F to this Agreement.