0000063296-07-000061 Sample Contracts

MATTHEWS INTERNATIONAL CORPORATION Restricted Share Agreement For Employees
1992 Stock Incentive Plan • November 27th, 2007 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania

MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the "Corporation"), and __________________, an eligible employee of the Corporation or one of its Subsidiaries (the "Awardee"), for good and valuable consideration the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows:

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THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 27th, 2007 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania

Third Amendment to Loan Agreement, dated the 10th day of September, 2007, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as joint lead arranger and administrative agent for the Banks (in such capacity, the "Agent"), PNC Bank, National Association, a national banking association, in its capacity as joint lead arranger and syndication agent for the Banks (in such capacity, the "Syndication Agent"), and National City Bank, successor by merger to National City Bank of Pennsylvania, in its capacity as documentation agent for the Banks (in such capacity, the "Documentation Agent") (the "Third Amendment").

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