0001193125-05-106784 Sample Contracts

WAIVER, CONSENT AND AGREEMENT
Waiver, Consent and Agreement • May 13th, 2005 • Elgin National Industries Inc • General industrial machinery & equipment • New York

WAIVER, CONSENT AND AGREEMENT, dated as of March 31, 2005 (this “Agreement”), to the Loan and Security Agreement, dated as of February 10, 2003, as amended by the First Amendment, dated as of February 19, 2004 and the Second Amendment and Waiver, dated as of June 30, 2004 (as so amended and as the same may be further amended, restated or otherwise modified, the “Loan Agreement”), by and among, on the one hand, the lenders identified on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO FOOTHILL, INC. (f/k/a Foothill Capital Corporation), a California corporation, as the arranger and administrative agent for the Lenders (the “Agent”), and, on the other hand, ELGIN NATIONAL INDUSTRIES, INC., a Delaware corporation (the “Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, each a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”).

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WELLS FARGO FOOTHILL, INC. One Boston Place, Suite 1800 Boston, Massachusetts 02108
Loan and Security Agreement • May 13th, 2005 • Elgin National Industries Inc • General industrial machinery & equipment
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