Fifth Amended Agreement and Temporary Waiver and Deferral Sample Contracts

FIFTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL
Fifth Amended Agreement and Temporary Waiver and Deferral • January 23rd, 2004 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York

THIS FIFTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL (this "Agreement"), dated as of January 20, 2004, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.

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