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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "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 organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of 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 Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, 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; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionother conditions set forth below have been satisfied: (ia) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational equivalent document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Loan Parties, together with all amendments and thereto, and, to the extent applicable, a certificate of good standing, both in each case certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization;incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of 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 Loan Documents entered into by it;Documents. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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. (ivd) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed executed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) Date, all the representations and warranties of the Loan Parties in this Agreement the Loan Documents 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) and no Default or Unmatured Default has occurred and is continuing, and . (ce) 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 SubsidiariesA Guaranty, in each case taken as a wholesubstantially the form of Exhibit F, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred; (v) The written opinion of the Loan Parties' counsel, addressed in form and substance satisfactory 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 considerati▇▇ ▇▇ 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 dated as of the Closing Date, duly executed by each Subsidiary Borrower that is a Domestic Subsidiary and (b) the stock repurchase liability forecasts and stock and cash allocations in respect each other Domestic Subsidiary of the ESOP prepared by Benefits Consulting, Inc.;Company as required pursuant to Section 7.2(k). (viif) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation Written opinions 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)Loan Parties' United States counsel, (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 Trusteeand, and the ESOP Plan Documents (including all amendmentsif applicable, waivers and other modifications thereto as of the Closing Date) are reasonably acceptable to the Administrative Agent and the Arrangerforeign counsel, (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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 satisfactory to the Administrative Agent and their counsel in their reasonable discretionAgent. (g) The duly executed Collateral Documents, and which documents and agreements shall be in material compliance together with ERISA and any applicable rules and regulations insurance certificates naming the Administrative Agent, on behalf of the United States Treasury Department; (xii) Evidence reasonably satisfactory to the Administrative Agent that all necessary governmental Lenders, as loss payee for any casualty policies 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 additional insured for 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 liability policies in form and substance satisfactory acceptable to the Administrative Agent in its reasonable discretion;Agent. (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xviih) 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 limitationassets, all liabilities (actual or contingent), operations, condition (financial or otherwise), properties or prospects of the documents reflected on the List of Closing Documents attached as Exhibit 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 Company and its Subsidiaries to repay their debts and satisfy their respective other obligations taken as and when due, and to comply with the financial covenants set forth in Section 7.4 hereof;a whole. (xixj) Evidence reasonably satisfactory to the The Administrative Agent and the Arranger of (i) the payment of Agent, Lenders and/or their Affiliates shall have received all principal, interest, fees and premiumsexpenses, if any, on all Indebtedness under including 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, reasonable fees and premiumsexpenses of Mayer, if anyBrown, Rowe & Maw, required to be paid 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 ▇▇ before 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; (xxiik) Evidence satisfactory to the Administrative Agent that all governmental, shareholder and third party consents and approvals necessary in connection with this Agreement and the Arranger 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 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 Borrower has paid Company's Leverage Ratio does not, on a pro forma basis, exceed 2.25:1 as of the last fiscal quarter preceding the Closing Date. (m) Evidence satisfactory to the Administrative Agent that after giving effect to the Refinancing, outstanding Indebtedness of the Company and the Arranger the fees agreed to its Subsidiaries, except for Permitted Existing Indebtedness, has been paid in the fee letter dated May 23, 2002, between the Administrative Agent full and the Borrowerall 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 or Loans, issue any Letters of Credit unless or purchase any participations therein unless: (Aa) such initial Loans are made not later than December March 31, 20021997; (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 and (Bh) 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: (i1) Copies of the Certificate of Incorporation or Articles for each of Incorporation or other applicable organizational document of Holdings, the Borrower and each of the Guarantors as of the Closing Date Target (collectivelyincluding, without limitation, the "LOAN PARTIES"proposed articles of merger with respect to the Merger), 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each Holdings, the Borrower and the Target, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itTransaction Documents; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of Holdings, the Loan PartiesBorrower and the Target, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party such entities authorized to sign the Loan Transaction Documents entered into by it and, of with respect to 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; (iv4) A certificateAn Officer's Certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's counsel, addressed to the Administrative Agent, Lenders addressing the Arranger issues identified in Exhibit H hereto containing such assumptions and the Lenders, qualifications and otherwise 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 considerati▇▇ ▇▇ 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 substance 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi6) Evidence reasonably satisfactory Notes payable to the Administrative 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 Effectorder of each of the Lenders; (xvii7) 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 F I 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii2) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan Parties Initial Obligor Group, of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective Board its 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Signer; (6) Receipt in cash of the fees agreed to in the Fee Letters; (7) The written opinion opinions of the Loan Parties' counselBorrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks and the Lenders, in substantially form and substance reasonably 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; (8) The Domestic Subsidiary Guaranty, in the form attached hereto as Exhibit EI-1, executed by each Domestic Subsidiary Guarantor; (vi9) A copy of (a) an opinion of Duff & PhelpsThe Foreign Subsidiary Guaranty, LLCin the form attached hereto as Exhibit I-3, including to the effect that (1) the considerati▇▇ ▇▇ be paid executed 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.each Foreign Subsidiary Guarantor; (vii10) Evidence satisfactory to the Administrative Agent that the commitments under the Existing Credit Agreement have been terminated and cancelled and any and all indebtedness thereunder other than the Arranger that Transitional Letters of Credit shall have been fully repaid (a) all conditions precedent except to the consummation extent being so repaid with the proceeds 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 withheldinitial Revolving Loans), (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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof;and (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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit or purchase any participations therein unless (i) 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) such enjoin, prohibit or restrain the making of the initial Loans are made not later than December 31, 2002on the Closing Date or (B) impose or result in the imposition of a Material Adverse Effect; and (Bii) 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 discretionLenders: (ia) Copies of Copies, certified by the Certificate of Incorporation Secretary or Articles of Incorporation or other applicable organizational document Assistant Secretary of the Borrower and each Guarantor, of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a its articles or certificate of incorporation and good standing, both 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 organization; (ii) Copiesincorporation and states in which such entity is doing business), certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective its by-laws or operating agreement and of their respective 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 entered into by itDocuments; (iiib) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each of the Loan PartiesGuarantor, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower and Guarantors authorized to sign the Loan Documents entered into by it and, in the case of the Borrower 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; (ivc) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer or treasurer of the Borrower, certifying (i) stating 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, continuing and (cii) since September 30, 2001 no material adverse change in setting forth the business, financial condition, operations or results of operations pro forma calculation of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken Leverage Ratio as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurredClosing Date; (vd) The A written opinion of the Loan PartiesBorrower's and Guarantors' counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, in substantially the form forms attached hereto as Exhibit EEXHIBIT G hereto; (vie) A copy of (a) an opinion of Duff & Phelps, LLC, including Revolving Notes payable to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess order 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 each 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.applicable Lenders; (viif) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation The Collateral Documents executed by each of the IITRI Acquisition Guarantors (together with UCC-1 financing statements and such other documentation as may be necessary to insure the ESOT Transaction have been satisfied or waived with the approval Agent has a first priority perfected security interest in all of the Administrative Agent and the Arranger (which approval shall not be unreasonably withheldCollateral), (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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viiig) Evidence reasonably satisfactory to the Administrative Agent that Copies of each environmental assessment report, if any, conducted by 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 executions and deliveries and 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 Transactiontheir operations or properties; (xh) Evidence reasonably Written information satisfactory to the Administrative Agent (which satisfaction may come through the opinions referenced in other clauses of this Section 5.1(B)) demonstrating 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 and 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 Code Year 2000 issues on a timely basis; and the ESOT shall (iii) do 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 reasonably anticipate that Year 2000 Issues will be in effect on and after the date of this Agreement all in form and substance 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; (xvi) Evidence reasonably satisfactory to the Administrative 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;; and (xviii) 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 set forth on the List of Closing Documents attached hereto as Exhibit 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.EXHIBIT H.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless unless: (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "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 organizationincorporation; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Parties, of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Parties authorized to sign the Loan Documents entered into by it and, and 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; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of counsel to the Loan Parties' counselBorrower and the Guarantors, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (E 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 containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xviv) Evidence Written money transfer instructions reasonably satisfactory to requested by the Administrative Agent that there exists no actionAgent, 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; (xvii) 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 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 addressed to the Administrative Agent and signed by an Authorized Officer; (vi) A payoff and termination letter evidencing the Arranger, the ability of payoff amount required by 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 loans outstanding 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 terminate that certain Business Loan Agreement, Credit 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 1997 among the Borrower., NationsBank, National Association (n/k/a Bank of America, N.A.)

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the LendersLenders (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 in their sole and absolute discretionLenders: (i1) 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 or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of their respective 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 Loan Documents entered into by itDocuments; (iii4) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv5) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer or treasurer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects or all respects, as applicable, as of such date), (b) and 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; (v6) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Signer; (7) Receipt in cash of the fees agreed to in the Fee Letters; (8) The written opinion opinions of the Loan Parties' counselBorrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks 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 considerati▇▇ ▇▇ 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 substance reasonably acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved by the members due authorization, execution and enforceability of IITRI, (d) the representations and warranties in the Asset Purchase this 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 other Loan Documents; (ix9) Evidence satisfactory to All documentation and other information requested by the Administrative AgentAgent or any Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, opinion letters from the ESOT Trustee's counsel addressed to the Administrative Agent PATRIOT Act and the Lenders, to the effect that (a) the ESOT has been duly organized any applicable “know your customer” rules 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 executions and deliveries and 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 Transactionregulations; (x10) Evidence reasonably satisfactory 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 relation to such member of the Initial Obligor Group 72 or such Subsidiary (including delivery to each Lender requesting the same), in each case at least five (5) Business Days prior 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;Date; and (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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both Refinishers Warehouse and ▇▇▇▇▇▇▇▇, certified as of a recent date by the appropriate governmental officer in its jurisdiction of organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, Refinishers Warehouse and ▇▇▇▇▇▇▇▇, of its respective Articles of Incorporation (together with all amendments thereto), By-Laws and, for the Loan Parties Borrower and Refinishers Warehouse, of their respective by-laws or operating agreement and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, Refinishers Warehouse and ▇▇▇▇▇▇▇▇, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower, Refinishers Warehouse and ▇▇▇▇▇▇▇▇ authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (5) A written opinion of the Borrower's counsel, addressed to the Agent and the Lenders, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable to the Agent and the Lenders; (c6) since September 30, 2001 Notes payable to the order of each of the applicable 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, operations operation or results of operations prospects, as of the Borrower's consolidated financial statements dated December 31, 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 occurred1998; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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) 8) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 Effectorder; (xiv9) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series Agent, addressed to the Agent and all schedules and attachments thereto signed by an Authorized Officer; (if available10) 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 Evidence satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by that 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 Borrower has paid to the Administrative Agent and the Lenders;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 agreed to herein; and (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, 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 organization; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group, of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (6) Receipt in cash of the fees agreed to in the fee letter dated August 29, 2007, among the Administrative Agent, the Arranger and the Company; (7) The written opinion opinions of the Loan Parties' counselBorrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks 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 considerati▇▇ ▇▇ 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 substance reasonably acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved by the members due authorization, execution and enforceability of IITRI, (d) the representations and warranties in the Asset Purchase this 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 other Loan Documents; (ix) Evidence satisfactory to 8) The Domestic Subsidiary Guaranty, in the Administrative Agentform attached hereto as Exhibit I-1, 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 each Domestic Subsidiary Guarantor; (9) To 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 extent there are Foreign Subsidiary Borrowers having Significant Foreign Subsidiaries and such executions and deliveries and 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 guaranty is required 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 constitutedefinition of Foreign Subsidiary Guarantor, 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 Foreign 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 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 whichGuaranty, in the reasonable judgment of the Administrative Agent and the Arrangerform attached hereto as Exhibit I-2, would prohibit the making of the Loans or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated executed 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;each Foreign Subsidiary Guarantor; and (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii10) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 Lender shall not be required to make the initial Loans as of the Closing Date or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has furnished to the Administrative Agent Lender 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 discretionLender: (1) 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 copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments and amendments, (ii) a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; , (iiiii) Copiescopies, certified by the Secretary of Borrower, of its By-Laws (or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement other comparable governing document) and of their respective 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 entered into by it; and (iiiiv) An an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesSecretary, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into and to make borrowings hereunder, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by it andthe 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 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 Lender) authorizing the Borrower 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 the Borrowersuch Subsidiary Guarantor; (iv5) A certificateAn Officer’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 substance satisfactory to ▇▇▇▇▇/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 ArrangerLender including, without limitation, Spin-Cast Plastics, Inc.; (7) An Officer’s Certificate, in the form of Exhibit E-1, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no material adverse change, or 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; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 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 information8) Documentation, in form and substance reasonably satisfactory to it from the Chief Financial Officer Lender, evidenced by an Assignment Agreement of each Existing Lender, including the Borrower supporting the conclusions that after giving effect to the ESOT TransactionAdministrative Agent, 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 Existing Credit Agreement assigning to be able to pay its debts Lender of all of their rights and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businessobligations thereunder; (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 or issue any Letters of Credit unless (Ai) such initial Loans are made not later than December 31July 21, 20022000; and (Bii) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all and the other conditions set forth below have been satisfied: Copies of the material Acquisition Documents (including 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 Lenders Spectra Precision Acquisition (other than certain modifications to the corporate structure of the Seller's European holdings in their sole and absolute discretion: (ia 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 or Articles of Incorporation or other applicable organizational equivalent document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Loan Parties, together with all amendments and thereto and, to the extent applicable, a certificate of good standing, both all certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) incorporation. Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by it; (iii) Documents. An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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; (iv) applicable Loan Party. A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) all the representations and warranties of the Loan Parties in this Agreement the Loan Documents 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) and 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; (v) . The written opinion opinions of the Loan Parties' United States counsel, addressed to the Administrative Agentand, the Arranger and the Lendersif applicable, in substantially the form attached hereto as Exhibit E; (vi) A copy of (a) an opinion of Duff & Phelpsforeign counsel, LLC, including to the effect that (1) the considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 satisfactory to the Administrative Agent Agent. The capital structure 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 corporate structure of the United States Treasury Department; (xii) Evidence reasonably satisfactory to the Administrative Agent that all necessary governmental Company 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 its Subsidiaries is satisfactory to the Administrative Agent and is consistent in all material respects with the Arranger that Acquisition Documents, and there exists no 100 injunction or temporary restraining order which, in the reasonable judgment of the Administrative Agent and Agent, could prohibit or impose material restrictions on the Arranger, would Spectra Precision Acquisition or 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 Loan 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 order. A written solvency certificate from the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for chief financial officer of the ESOP, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all Company in form and substance satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by Agent, dated the Administrative Agent's internal auditors (or similar outside auditors)initial Borrowing Date, including satisfactory reviews of Receivables, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory with respect to the Administrative Agent value, Solvency and the Lenders; (xvi) Evidence reasonably satisfactory to the Administrative Agent that there exists no actionother factual information of or relating to, 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; (xvii) Such other documents as the Administrative Agent or any Lender or its counsel case may have reasonably requestedbe, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit 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 SubsidiariesSubsidiaries on a consolidated basis, based on the September 30, 2002 financial statements described in clause (d) above after giving effect to the transactions contemplated by Spectra Precision Acquisition and the Transaction Documents, which incurrence of Indebtedness related thereto (including the initial extensions of credit hereunder). The Administrative Agent shall have received (i) pro forma opening financial statements shall 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 judgement judgment of the Administrative Agent and the ArrangerAgent, together with all other information then available to the Administrative Agent and Agent, that the Arranger, the ability of the Borrower Company and its Subsidiaries to can repay their debts and satisfy their respective other obligations as and when due, and to 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 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 hereof; at the level prescribed for the fiscal quarter ending September 30, 2000, (xixiii) 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 and that, after giving effect to the Arranger initial extensions of credit hereunder, the sum of (i) the payment of all principal, interest, fees cash and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the agreement to release all Liens and the termination Cash Equivalent of the applicable agreements relating thereto Borrowers, and (ii) the payment of all principal, interest, fees Tranche A Revolving Credit Availability and premiums, if any, on all Indebtedness under that certain Business Loan Agreement, dated as of September 30, 2002, by and between (iii) the Borrower and LaSalle Bank National Association, and related Promissory Note dated as of September 30, 2002 issued by Tranche B Revolving Credit Availability shall be at least $35,000,000. The Administrative Agent shall have received a satisfactory business plan for the Borrower thereunder, and Company for 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 five fiscal years following the Closing Date, reflecting including a projected consolidated balance sheet, consolidated statements of income, retained earnings and cash flow with assumptions used in preparing the calculation 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 Borrowing Base (Monthly) as of November 22foregoing, 2002, together with an initial compliance certificate, substantially 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 & ▇▇▇▇▇▇, 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 form of Exhibit H attached hereto, and substance acceptable to the Administrative Agent and its counsel addressed to the Administrative Agent and signed by an Authorized Officer, setting forth calculations for together with such other related money transfer authorizations as the period ending November 22, 2002 for Administrative Agent may have reasonably requested. The Administrative Agent shall have received the duly executed Collateral Documents (a) other than 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 certificateMortgages), together with appropriate supporting factual informationinsurance 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 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 acceptable 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 BorrowerAgent.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower Initial Obligor Group (except as otherwise permitted and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"contemplated by Section 7.2(M)), 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group (except as otherwise permitted and contemplated by Section 7.2(M)), of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group (except as otherwise permitted and contemplated by Section 7.2(M)), which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) The written opinion Documentation evidencing the amendment of the Loan Parties' counsel, addressed Note Agreement in form and substance satisfactory 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viii6) 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 executions and deliveries and 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 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 ArrangerAgent, would prohibit the Rietschle Acquisition, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (xiv7) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for the ESOPAdministrative Agent, the ESOT Transaction Documents and such other documents as addressed to the Administrative Agent shall reasonably require in connection therewith, all in form and substance 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 its reasonable discretionthe fee letter dated July 19, 2002, among the Administrative Agent, the Arranger and the Borrower; (xv9) A field examination conducted by 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's internal auditors , 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 (or similar outside auditors)without limitation) the due authorization, including satisfactory reviews execution and enforceability of Receivablesthis 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, contractsaddressed to the Administrative Agent, contract collection the Alternate Currency Banks, the Issuing Banks and reimbursement provisionsthe Lenders, in form and pension and tax-sheltered annuity add-backs, satisfactory substance acceptable to the Administrative Agent and the Lenders; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitationlimitation the Parent Guaranty, all of the documents Subsidiary Guaranty, any applicable Alternate Currency Addendum and each other document reflected on the List of Closing Documents attached as Exhibit F to this Agreement;; and (a12) 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 shall have received opinions of value, solvency and the Arranger, together with all other appropriate factual 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, advice in form and substance reasonably satisfactory to it and from the Chief Financial Officer controller, treasurer or chief financial officer of the Borrower supporting the conclusions that after giving effect to the ESOT Transactiontransactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness contemplated under the Transaction Loan Documents, would reasonably be expected to will be able to pay its their debts and liabilities as they become due and will not be left with unreasonably small working capital with which to engage in its businessfor general corporate purposes; (xxii13) Evidence reasonably satisfactory to the Administrative Agent and that (i) all conditions precedent to the Arranger that consummation of Rietschle Acquisition have been satisfied or waived with the Borrower has paid to approval of the Administrative Agent and the Arranger Required Lenders, (ii) the fees agreed to in Rietschle Acquisition Agreement has been approved by all necessary corporate action by the fee letter dated May 23board of directors and shareholders of each of the Borrower and Werner Rietschle Holding GmbH and has not been amended, 2002, between w▇▇▇▇▇ or modified without the approval of the Administrative Agent and the BorrowerRequired 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, 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 organization; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group, of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing; (5) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (c6) since September 30, 2001 no material adverse change Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arranger the fees agreed to in the businessfee letter dated February 8, financial condition2005, operations or results of operations among the Administrative Agent, the Arranger and the Borrower; (7) The written opinions of the Borrower, any Guarantor, ’s and the Borrower and its Subsidiaries, Subsidiary Guarantors’ counsel in each case taken as a whole, or the assets acquired pursuant to the terms forms of the Asset Purchase Agreement shall have occurred; (v) The written opinion of the Loan Parties' counselopinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks and the Lenders, in substantially 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; (8) A Reaffirmation of Subsidiary Guaranty, in the form attached hereto as Exhibit E;I-2, executed by each Subsidiary Guarantor; and (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers have 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate a certificate of Incorporation existence or Articles of Incorporation or other good standing, as applicable organizational document of the shall have been ordered for each Borrower and each of the Guarantors as of the Closing Date (collectivelyGuarantor, the "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 organization; (ii2) Copies, certified by the Secretary or Assistant Secretary of each Borrower and each Guarantor, of the Loan Parties its respective articles of their respective incorporation or articles of organization (together with all amendments thereto), by-laws or operating agreement and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party each Borrower and each Guarantor authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificateCertificates, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerBorrower Representative, certifying 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 draws; (a5) all A written opinion of the representations Borrowers’ and Guarantors’ counsel, addressed to the Agent and the Lenders, addressing the issues identified in this Agreement are true Exhibit F hereto containing assumptions and correct in all material respects qualifications acceptable to the Agent and the Lenders; (unless such representation and warranty is made as 6) Notes payable to the order of a specific date, in which case, such representation and warranty shall be true and correct as each of such date), the applicable Lenders; (b7) no Default or Unmatured Default Evidence satisfactory to the Agent that there has occurred and is continuing, and (c) since September 30, 2001 been no material adverse change in the Borrowers’ business, operation, financial conditioncondition or properties since the Borrowers’ consolidated financial statements dated November 27, 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 occurred2004; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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) 8) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 Effectorder; (xiv9) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series Agent, addressed to the Agent and all schedules and attachments thereto signed by an Authorized Officer of the Borrower Representative; (if available10) 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 Evidence satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by that 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 Borrowers have paid to the Administrative Agent and the Lenders;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 (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable 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 executions and deliveries and 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 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; (xvi6) Evidence reasonably satisfactory Notes payable to the Administrative 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 Effectorder of each of the applicable Lenders; (xvii7) Written money transfer instructions reasonably requested by the Agent, addressed to the Agent and signed by an Authorized Officer; 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group, of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) The written opinion of the 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 Documentation evidencing (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT arrangement 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 termination 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)Existing Credit Agreement, (b) the IITRI Acquisition repayment of all obligations, indebtedness and liabilities outstanding thereunder from the ESOT Transaction have been approved by all necessary action proceeds of the Borrower's Board of Directors initial Loans hereunder 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 release 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereofLiens thereunder; (viii6) 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 executions and deliveries and 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (xiv7) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for the ESOPAdministrative Agent, the ESOT Transaction Documents and such other documents as addressed to the Administrative Agent shall reasonably require in connection therewith, all in form and substance signed by an Authorized Officer; (8) Evidence satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by that 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 Borrower has paid to the Administrative Agent and the LendersArranger the fees agreed to in the fee letter dated March 10, 2000, among the Administrative Agent, the Arranger and the Borrower; (xvi9) Evidence reasonably satisfactory The written opinions of the Borrowers' and the Subsidiary Guarantors' U.S. counsel, and ▇▇▇▇▇ 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 that there exists no actionand its counsel, suitwith respect to (without limitation) the due authorization, 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 Effectexecution and enforceability of this Agreement and the other Loan Documents; (xvii10) 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 (11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitationlimitation the Parent Guaranty, all of the documents 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 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionAgent: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group (except as otherwise permitted and contemplated by Section 7.2(M)), of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the each Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing; (5) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (c6) since September 30, 2001 no material adverse change Evidence satisfactory to the Administrative Agent that the Company has paid to the Administrative Agent and the Arranger the fees agreed to in the businessfee letter dated June 27, financial condition2003, operations or results of operations among the Administrative Agent, the Arranger and the Company; (7) The written opinions of the Borrowerinitial Borrowers' and the Subsidiary Guarantors' U.S. counsel, any Guarantorand, if such Borrower or Subsidiary Guarantor is a Foreign Subsidiary, foreign counsel, in the Borrower and its Subsidiariesforms of the opinions attached hereto as Exhibit E, in each case taken as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred; (v) The written opinion of the Loan Parties' counselcase, addressed to the Administrative Agent, the Arranger Alternate Currency Banks, the Issuing Banks 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 considerati▇▇ ▇▇ 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 substance acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved by the members due authorization, execution and enforceability of IITRI, (d) the representations and warranties in the Asset Purchase this 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 other Loan 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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 8) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitationlimitation the Parent Guaranty, all of the documents Subsidiary Guaranty, any applicable Alternate Currency Addendum and each other document reflected on the List of Closing Documents attached as Exhibit F to this Agreement;; and (a9) 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) Administrative Agent shall have received 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 Company and its consolidated 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 Arrangerform contemplated under Section 7.1(A)(ii), 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; accompanied by a compliance certificate (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, hereto and in such detail as is requested by the Administrative Agent) signed by an Authorized Officer, setting the Company's chief financial officer and demonstrating compliance with the financial tests set 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 Borrowerherein.

Initial Advances and Letters of Credit. The Lenders shall not be required Borrower hereby confirms that on or prior to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) Closing Date 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:: 57 (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")its Subsidiaries, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each of the Loan Parties its Subsidiaries, of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each of the Loan Partiesits Subsidiaries, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower and each of its Subsidiaries authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgents, signed by the Chief Financial Officer Director of Finance or Vice President of Finance of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's counsel, addressed to the Administrative Agent, the Arranger Agents and the Lenders, addressing the issues identified in substantially the form attached Exhibit F hereto as Exhibit E; (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 Agents and the Lenders; (xvi6) Evidence reasonably Notes payable to the order of each of the applicable Lenders; (7) Written information satisfactory to the Administrative Agent Agents demonstrating that there exists no actionthe Borrower and 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 the Borrower or its Subsidiaries and (B) made reasonable inquiries of the material customers, suitsuppliers and vendors of the Borrower and its Subsidiaries regarding Year 2000 Issues arising from computers or computer applications used by such customers, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality suppliers and vendors; (ii) have a realistic and achievable program for remediating the Year 2000 Issues identified as a result of such assessment and inquiries on a timely basis; and (iii) do not reasonably anticipate that in Administrative Agent's reasonable judgment could reasonably be expected to Year 2000 Issues will have a Material Adverse Effect;; and (xvii) 8) Such other documents as the Administrative Agent any Agent, Arranger or any Lender or its their respective counsel may have reasonably requested, including, without limitation, limitation all of the documents reflected on the List of Closing Documents attached as Exhibit F G to this Agreement; 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 other than those specifically identified 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 delivered following 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii2) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan Parties Initial Obligor Group, of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (6) Receipt in cash of the fees agreed to in the Fee Letters; (7) The written opinion opinions of the Loan Parties' counselBorrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks 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 considerati▇▇ ▇▇ 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 substance reasonably acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved by the members due authorization, execution and enforceability of IITRI, (d) the representations and warranties in the Asset Purchase this 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 other Loan Documents; (ix) Evidence satisfactory to 8) The Domestic Subsidiary Guaranty, in the Administrative Agentform attached hereto as Exhibit I-1, 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 executions and deliveries and 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 Transactioneach Domestic Subsidiary Guarantor; (x9) 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 The Foreign 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 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 whichGuaranty, in the reasonable judgment of the Administrative Agent and the Arrangerform attached hereto as Exhibit I-3, would prohibit the making of the Loans or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated executed 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;each Foreign Subsidiary Guarantor; and (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii10) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers have 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Certificates and Articles of Incorporation or other applicable organizational document Incorporation, as applicable, of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments and a certificate certificates of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each Borrower, of the Loan Parties of their its respective byBy-laws or operating agreement Laws and of their 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower and their respective Subsidiaries, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party each Borrower and their respective Subsidiaries authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating 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; (v5) The A written opinion of the Loan PartiesBorrowers' 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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, addressing the issues identified in EXHIBIT G hereto containing assumptions and qualifications acceptable 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 executions and deliveries and 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 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; (xvi6) Evidence reasonably satisfactory Notes payable to the Administrative 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 Effectorder of each of the applicable Lenders; (xvii7) 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 F EXHIBIT H to this Agreement; (8) Satisfactory evidence that each Borrower and its respective Subsidiaries: (a) The audited financial statements has made a full and complete assessment of IITRI and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, Year 2000 Issues; (b) has a realistic and achievable program for remediating the unaudited quarterly financial statements Year 2000 Issues, including a timetable and budget of IITRI anticipated costs; and its consolidated Subsidiaries for the fiscal quarter ending as of September 30, 2002 certified by the chief financial officer of the Borrower, (c) has a source of funds as required in the audited financial statements of budget; (9) Satisfactory evidence that, upon 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 BorrowerClosing Date, 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 or assuming payment of interest due on the transactions contemplated by Senior Notes on June 1, 1998, the Transaction DocumentsRevolving 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, which financial statements shall demonstratebetween the Agent and Holdings, have been paid. (12) Satisfactory evidence that (a) the L-P Asset Purchase Agreement is in the reasonable judgement full force and effect, no material breach or default of any term or provision of the Administrative Agent and L-P Asset Purchase Agreement by Louisiana-Pacific Corporation, the ArrangerBorrowers or any of their respective Subsidiaries or, together with all other information then available to the Administrative Agent and the Arrangerbest of Borrowers' knowledge, 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; parties thereto has occurred (xix) Evidence reasonably satisfactory to the Administrative Agent and the Arranger of (i) the payment of all principal, interest, fees and premiumsexcept for such defaults, if any, on all Indebtedness under the Existing Credit Agreement, and the agreement consented 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 in writing by the Borrower thereunderAgent) and no action has been taken by any competent authority which restrains, and the agreement prevents or imposes any material adverse condition upon, or seeks to terminate the applicable agreements relating theretorestrain, 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 Agreementprevent or impose any material adverse condition upon, the ESOT Transaction Documents and the Asset Acquisition Agreement, which EBITDAE shall be not less than $17,000,000Louisiana-Pacific Acquisition; (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 or issue or participate in any Letters of Credit unless unless: (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i) Copies of the Certificate certificate of Incorporation incorporation (or Articles of Incorporation or other applicable equivalent organizational document document(s)) of the Borrower Borrowers and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Parties, of their respective byits By-laws or operating agreement Laws and of their respective 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 Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Parties authorized to sign the Loan Documents entered into by it and, and of the 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; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of counsel to the Loan Parties' counselBorrowers and the Guarantors, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (E 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 containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xviv) Evidence Written money transfer instructions reasonably satisfactory requested by the Administrative Agent, addressed to the Administrative 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 Effectand signed by an Authorized Officer; (xviivi) 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 the termination 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; (vii) 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 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; (xxiiviii) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower has Borrowers have paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23June 25, 20022004, between 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 BorrowerLenders. (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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 Agent, the Arrangers and the Lenders in their sole and absolute discretionLenders: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties its Articles of their respective by-laws or operating agreement Organization, Operating Agreement (together with all amendments thereto) and of their respective 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 entered into by itDocuments; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv) (a) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer Vice President, Finance of the Borrower, certifying stating 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, (b) a Borrowing Base Certificate, in form and (c) since September 30substance satisfactory to the Administrative Agent, 2001 no material adverse change in signed by the businessVice President, financial condition, operations or results of operations Finance of the Borrower, any Guarantorsetting 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 and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to twelve calendar months preceding the terms of the Asset Purchase Agreement shall have occurredClosing Date; (v) The written opinion Written opinions of the Loan Parties' Borrower's and the Guarantor's counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, addressing the issues identified in substantially Exhibit F-1 and F-2 hereto containing assumptions and qualifications acceptable to the form attached hereto as Exhibit EAdministrative Agent and the Lenders; (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including Notes payable to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess order 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 each 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.Lenders; (vii) Evidence satisfactory to the Administrative Agent and that there has been no material adverse change in the Arranger that (a) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction have been satisfied Borrower's business, financial condition, operation or waived with the approval of the Administrative Agent and the Arranger (which approval shall not be unreasonably withheld)prospects, (b) the IITRI Acquisition and the ESOT Transaction have been approved by all necessary action as of the Borrower's Board of Directors and shareholders and of the ESOT Trusteeconsolidated financial statements dated December 31, 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof2002; (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 executions and deliveries and 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 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 ArrangerAgent, 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 order; (ix) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (x) Completion of a field audit of the Collateral, including, without limitation, accounts receivable of the Borrower, the results of which could reasonably be expected are satisfactory in all respects to result the Administrative Agent and which, in a 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 EffectChange 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) The ESOP Plan Documents together with the Borrower's most recently filed information return Form 5500 Series All documents and all schedules and attachments thereto (if available) for the ESOP, the ESOT Transaction Documents and such other documents as instrument required to perfect the Administrative Agent 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 require in connection therewithsatisfactory to the Administrative Agent. (xvi) A certificate from the Vice President, all 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 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;. (xvixviii) Evidence reasonably satisfactory to the Administrative 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;the Closing PUHCA Notice has been duly filed with the Securities Exchange Commission by Borrower. (xviixix) 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31unless, 2002; and (B) on or prior to the Borrower has Closing Date, the Borrowers have 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 in their sole and absolute discretionLenders: (i) Copies of the Certificate of Incorporation or Articles comparable charter documents of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors Borrowers as of the Closing Date (collectively, the "LOAN PARTIES")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 organizationincorporation; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Borrowers of their respective byBy-laws Laws or operating agreement comparable governance documents and of 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 Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrowers, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of the 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; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the BorrowerCompany, certifying that on the Closing Date date of this Agreement (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, 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; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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, which would prohibit the making of the Loans Loans, the issuance of the Letters of Credit or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated by the Transaction Documents and the ESOP Plan Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (xivv) The ESOP Plan Documents together with written opinions of the BorrowerBorrowers' and Guarantors' General Counsel, and of the Company's most recently filed information return Form 5500 Series Dutch counsel, addressed to the Administrative Agent and all schedules the Lenders, in substantially the forms attached hereto as Exhibit E-1 and attachments thereto Exhibit E-2, respectively; (if availablevi) for A duly executed copy of the ESOP, the ESOT Transaction Documents Five-Year Credit Agreement 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 F E-3 to this Agreement;; 57 (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; (xixvii) Evidence reasonably satisfactory to the Administrative Agent and of the Arranger of (i) payment, prior to or simultaneously with the payment initial Advance hereunder, of all principal, interest, fees and premiums, if any, on all Indebtedness loans and other credit extensions outstanding under the Existing Credit AgreementAgreements, and the agreement to release all Liens and the termination of the applicable agreements relating thereto and to the foregoing (ii) except for those provisions which expressly survive 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;termination thereof); and (xxviii) 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 Evidence satisfactory to (a) the Senior Leverage Ratio, which Senior Leverage Ratio shall be not more than 2.50 to 1.00 and (b) EBITDAE attributable to Administrative Agent that 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 Company has paid or caused 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 BOCM the Arranger 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 2322, 20022003 among the Syndication Agent, between the Administrative Agent BAS and the BorrowerCompany.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein unless (i) 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) such enjoin, prohibit or restrain the making of the initial Loans are made not later than December 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, 20021998, in the business, assets, operations, or financial condition of the Borrower and its Subsidiaries or in the facts and information regarding such entities as represented to date in this Agreement; (iii) there exists no Default or Unmatured Default under the Original Credit Agreement; (iv) execution and delivery of that certain Assignment Agreement whereby (A) the Original Agent sells and assigns, and the 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 liens and security interests in favor of the Original Agent pursuant to the Original Credit Agreement and the related security documents thereto; and (Bvi) 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 discretionLenders: (ia) Copies of Copies, certified by the Certificate of Incorporation Secretary or Articles of Incorporation or other applicable organizational document Assistant Secretary of the Borrower and each Guarantor, of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a its articles or certificate of good standing, both incorporation (which copies for the Borrower shall be certified as of a recent date by the appropriate governmental officer in its respective jurisdiction of organization; (ii) Copiesincorporation), certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective its by-laws or operating agreement and of their respective 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 entered into by itDocuments; (iiib) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each of the Loan PartiesGuarantor, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower and Guarantors authorized to sign the Loan Documents entered into by it and, in the case of the Borrower 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; (ivc) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer or treasurer of the Borrower, certifying (i) stating 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 (cii) since September 30, 2001 no material adverse change in setting forth the business, financial condition, operations or results of operations PRO FORMA calculation of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken Leverage Ratio as a whole, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurredClosing Date; (vd) The A written opinion of the Loan PartiesBorrower's and Guarantors' counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, in substantially the form attached hereto as Exhibit EEXHIBIT G hereto; (vie) Revolving Notes payable to the order of each of the applicable Lenders; (f) A copy of (a) an opinion of Duff & Phelps, LLC, including Swing Line Note payable to the effect that order of NationsBank; (1g) The Guaranty executed by each of the considerati▇▇ ▇▇ be paid Guarantors; (h) A Pledge Agreement executed by each of the ESOT for the "Shares" under (Borrower and its Subsidiaries, 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 applicable, 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 each of the Closing DateBorrower and such Subsidiaries, as applicable, shall have delivered stock certificates, stock powers and (b) the stock repurchase liability forecasts and stock and cash allocations in respect of the ESOP prepared by Benefits Consulting, Inc.UCC-1 financing statements; (viii) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation Copies 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 each environmental assessment report conducted 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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;their operations or properties; and (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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xviij) 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 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 or issue any Facility Letters of Credit hereunder unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers shall have furnished to the Administrative Agent each of the followingAgents, with sufficient copies for the Lenders, all in form and substance satisfactory to each of the Administrative Agent and the Lenders in their sole and absolute discretionfollowing: (ia) Copies of the Certificate articles of Incorporation incorporation or Articles similar organizational documents of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments thereto, and a certificate of good standingstanding or similar governmental evidence of corporate existence (if available), both all certified as of a recent date 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 organization;the original certificate, need not be certified by the Secretary or Assistant Secretary of such Borrower. (iib) Copies, certified by the Secretary or an Assistant Secretary or other duly authorized representative of each Borrower, of the Loan Parties of their respective its by-laws or operating agreement similar constituent document (if any) and of their respective 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 Loan Documents entered into by it;to which such Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party such Borrower authorized to sign the applicable Loan Documents entered into by it and, of 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;. (ivd) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief any Designated Financial Officer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 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 . (ce) since September 30, 2001 no material adverse change in the business, financial condition, operations or results Written opinions of operations of the Borrower, any Guarantor, the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant counsel to the terms Company, addressed to the Lenders in substantially the form of the Asset Purchase Agreement shall have occurred;Exhibit D hereto. (vf) The written opinion Written opinions of the Loan Parties' each Foreign Subsidiary Borrower's counsel, addressed to the Administrative Agent, Lenders consistent with the Arranger and the Lendersform of opinion request attached hereto as Exhibit E. (g) Written money transfer instructions, in substantially the form attached hereto of Exhibit F hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Exhibit E;the Administrative Agent may have reasonably requested. (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ 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.; (viih) 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viii) Evidence reasonably satisfactory to the Administrative Syndication Agent that the Borrower shall 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, Arvi▇, 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) issued Senior Subordinated Notes to IITRI pursuant Satisfactory audited consolidated financial statements of each of Arvi▇ ▇▇▇ Meritor for the two most recent fiscal years ended prior to the Securities Purchase Agreements in partial satisfaction of the "Purchase Price" under (and Closing Date as defined in) the Asset Purchase Agreement in an aggregate amount not to exceed $20,400,000which such financial statements are available, (y) issued Junior Subordinated Notes satisfactory unaudited interim consolidated financial statements of each of Arvi▇ ▇▇▇ Meritor for each quarterly period ended subsequent to IITRI in partial satisfaction the date of the "Purchase Price" under latest financial statements delivered pursuant to clause (and x) of this paragraph 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 Agreementwhich such financial statements are available, 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 satisfactory pro forma post-Merger consolidated balance sheet and tax-sheltered annuity plans of employees of IITRI as financial projections of the Closing Date, on Company which shall be consistent with the terms and conditions set forth information included in the ESOT Transaction Documents;Bank Book. (ixj) 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 executions and deliveries and 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 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 Syndication Agent that there exists no injunction or temporary restraining order which(i) the Board of Directors of each of Arvi▇ ▇▇▇ Meritor shall have approved the Merger, (ii) each of Arvi▇ ▇▇▇ 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 Arvi▇ ▇▇▇ 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 reasonable judgment of preliminary proxy statement/prospectus filed by Arvi▇ ▇▇▇ Meritor on May 5, 2000 with the Administrative Agent Securities and Exchange Commission, as amended by Amendment No. 1 thereto filed on June 2, 2000 with the Arranger, would prohibit Securities and Exchange Commission and (v) 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;Merger shall have been consummated. (xivk) 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, Evidence satisfactory to the Administrative Agent and the Lenders;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. (xvil) Evidence reasonably 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 there exists no action(i) except as set forth on Schedule 4 hereto, suitthe obligor on all outstanding public Indebtedness of the Company and its Subsidiaries is the Company, investigation(ii) other than with respect to the outstanding guaranteed Subsidiary subordinated Indebtedness, litigation, none of the Company's Subsidiaries shall be co-obligors or proceeding pending guarantors of the Company's Indebtedness unless such Subsidiaries similarly become co-obligors or threatened in any court or before any arbitrator or governmental instrumentality that in Administrative Agent's reasonable judgment could reasonably be expected guarantors of the Indebtedness hereunder and under the 364-Day Credit Agreement and (iii) all such outstanding subordinated Indebtedness is subordinated to have a Material Adverse Effect;the Indebtedness hereunder and under the 364-Day Credit Agreement. (xviin) 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 each document reflected on the List of Closing Documents attached as Exhibit F I 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 Revolving Loan Commitments of the Lenders (a) shall expire unless the initial Advance or Letter Credit hereunder is made or issued on or before January 31, 2005 and (b) shall not be required to make the initial Loans or issue any Letters of Credit become effective unless (A) such initial Loans are made not later than December 31, 2002; and (B) until the Borrower has furnished furnished, on or before the Closing Date, to the Administrative Agent each of the following, with (if applicable) sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing, and ; (c5) since September 30, 2001 no material adverse change in the business, financial condition, operations or results The written opinions of operations each opinion 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; (v) The written opinion of the Loan Parties' 's US counsel, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii6) 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 F to this Agreement; (a7) The audited financial statements Agent shall have received opinions of IITRI value, solvency and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, (b) the unaudited quarterly financial statements of IITRI other appropriate factual information 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, advice in form and substance reasonably satisfactory to it and from the Chief Financial Officer chief financial officer of the Borrower supporting the conclusions that after giving effect to the ESOT TransactionKAGT Acquisition and the other transactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis are is Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness contemplated under the Transaction Loan Documents, would reasonably be expected to will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital with which to engage in its businessfor general corporate purposes; (xxii8) 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 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 23December 14, 20022004, between among the Administrative 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 or issue any Letters of Credit unless (Ai) such initial Loans are made not later than December 31November 15, 20021999; and (Bii) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all and the other conditions set forth below have been satisfied (and the Lenders hereby acknowledge that such conditions have been satisfied): (A) 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 the Lenders in their sole and absolute discretion:not waived). (iB) 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 or Articles of Incorporation or other applicable organizational equivalent document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Loan Parties, together with all amendments and thereto and, to the extent applicable, a certificate of good standing, both all certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization;incorporation (or, in the case of Lani▇▇ ▇▇▇ope AG, as may otherwise be satisfactory to the Administrative Agent). (iiD) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by it;Documents. (iiiE) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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. (ivF) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date date of -69- 76 the Existing Agreement (awhich was the initial Borrowing Date) all the representations and warranties of the Loan Parties in this Agreement the Loan Documents 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 in all material respects as of such date), (b) and 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;. (vG) The written opinion opinions of the Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent, the Arranger Agents 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 considerati▇▇ ▇▇ 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 substance 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof;. (viiiH) 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 Company and each 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 its Subsidiaries (a) has made a reasonable assessment of 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, Year 2000 Issues; (b) has a program for remediating the execution Year 2000 Issues, including a timetable and delivery by the ESOT budget of the Transaction Documents anticipated costs; and the ESOP Plan Documents have been duly authorized and completed by all necessary actions of it and such executions and deliveries and 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 has a prohibited transaction described source of funds as required in Section 406 of ERISA or Section 4975 such budget. (I) The capital structure and corporate structure of the Code, (d) Company and its Subsidiaries is consistent in all material respects with 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 CodeSpin-off Materials, 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 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 Agent, could prohibit or impose material restrictions on the Arranger, would Spin-off or 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effect;order. (xivJ) The ESOP Plan Documents together with A written solvency certificate from the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for chief financial officer of the ESOP, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all Borrower in form and substance satisfactory to the Administrative Agent in Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of or relating to, as the case may be, the Borrower and its reasonable discretion;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). (xvK) A field examination conducted by 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 internal auditors (or similar outside auditors)reasonable judgment, including satisfactory reviews than the projections previously provided to the Lead Arrangers and which must demonstrate, in the reasonable judgment of Receivablesthe Administrative Agent, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory together with all other information then available to the Administrative Agent 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 Lenders; financial covenants set forth herein, (xviii) Evidence reasonably satisfactory a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that there exists 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 transactions or that could seek or threaten any of the foregoing, and no actionlaw or regulation shall be applicable which in the judgment of any of the Agents could have such effect. (N) There shall not have occurred a material adverse change since June 30, suit1999 in the business, investigationassets, litigationliabilities (actual or contingent), operations, condition (financial or proceeding pending otherwise) or threatened in any court 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 & Stra▇▇, ▇▇quired to be paid on or before any arbitrator or governmental instrumentality that the Closing Date (including, without limitation, the commitment fees provided for in Administrative Agent's reasonable judgment could reasonably 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 expected solely for the account of the Lenders signatory to have a Material Adverse Effect;the Agreement as of October 20, 1999). (xviiP) 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 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable 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 executions and deliveries and 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 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; (xvi6) Evidence reasonably satisfactory Notes payable to the Administrative 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 Effectorder of each of the applicable Lenders; (xvii7) Written money transfer instructions reasonably requested by the Agent, addressed to the Agent and signed by an Authorized Officer; 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 F G 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 or issue or participate in any Letters of Credit unless unless: (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i) Copies of the Certificate certificate of Incorporation incorporation (or Articles of Incorporation or other applicable equivalent organizational document document(s)) of the Borrower Borrowers and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"“Loan Parties”), together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Parties, of their respective byits By-laws or operating agreement Laws and of their respective 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 Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Parties authorized to sign the Loan Documents entered into by it and, and of the 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; (iv) A certificate, in form and substance satisfactory The written opinions of counsel to the Administrative Agent Borrowers and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of the Loan Parties' counselGuarantors, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (Exhibits E-1 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 E-2 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 containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xviv) Evidence Written money transfer instructions reasonably satisfactory requested by the Administrative Agent, addressed to the Administrative 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 Effectand signed by an Authorized Officer; (xviivi) 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 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; (xxiivii) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower has Borrowers have paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23September 18, 20022006, between 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 BorrowerLenders. (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 or issue any Letters of Credit (including the deemed issuance of the Transitional Letters of Credit) unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Subsidiary Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"“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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Parties, of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by it; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the applicable Loan Party Parties authorized to sign the Loan Documents entered into by it and, and the 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer treasurer of the Borrower, certifying stating that on the Closing Initial Funding Date (a) 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 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; (v5) The written opinion of the Loan Parties' ’ counsel, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (E 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 containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xvi6) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer of the Borrower; (7) Evidence reasonably satisfactory to the Administrative Agent that there exists no action, suit, investigation, litigation, or proceeding pending or threatened the Borrower had paid to the Administrative Agent and the Arrangers the fees agreed to 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 Effectthe Initial Fee Letters; (xvii8) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has terminated and that all obligations, 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 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 Administrative Agent); and (9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all 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 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 Borrower hereby confirms that on or prior to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31Closing Date, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing, and ; (c5) since September 30, 2001 no material adverse change in the business, financial condition, operations or results The written opinions of operations each opinion 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; (v) The written opinion of the Loan Parties' 's US counsel, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viii6) Evidence reasonably satisfactory to the Administrative Agent that the Borrower shall have and each of its Subsidiaries (xa) issued Senior Subordinated Notes to IITRI pursuant to the Securities Purchase Agreements in partial satisfaction has made an assessment of the "Purchase Price" under Year 2000 Issues; (b) has a program from remediating the Year 2000 Issues, including a timetable 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 budget 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, anticipated costs; and (zc) received not less than $25,000,000 has source of funds as required 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 Documentssuch budget; (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 executions and deliveries and 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; (x7) 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 reflected on the List of Closing Documents attached as Exhibit F to this Agreement; (a9) The audited financial statements Agent shall have received opinions of IITRI value, solvency and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, (b) the unaudited quarterly financial statements of IITRI other appropriate factual information 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, advice in form and substance reasonably satisfactory to it and from the Chief Financial Officer chief financial officer of the Borrower supporting the conclusions that after giving effect to the ESOT Transactiontransactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis are is Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness contemplated under the Transaction Loan Documents, would reasonably be expected to will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital with which to engage in its businessfor general corporate purposes; (xxii10) 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 23January 19, 20021999, between among the Administrative Agent Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (Ai) such initial Loans are made not later than December 31August 16, 20021999; and (Bii) 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 in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Company, each Subsidiary Borrower that is a party hereto as of the Closing Date and each of the Guarantors as of the Closing Date (collectively, the "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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and 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; (v5) The written opinion opinions of the Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent, the Arranger Agents and the Lenders, in substantially the form attached hereto as Exhibit E; (vi6) A copy Evidence reasonably satisfactory to the Arrangers that the Company and each of its Subsidiaries (a) has made an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ 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 assessment of the Closing Date, and Year 2000 Issues; (b) has a program from remediating the stock repurchase liability forecasts Year 2000 Issues, including a timetable and stock budget of anticipated costs; and cash allocations (c) has source of funds as required in respect of the ESOP prepared by Benefits Consulting, Inc.such budget; (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%) The initial public offering of the Capital Stock of the Borrower as Company shall have been completed and the capital structure and corporate structure of the Closing Date; Company and its Subsidiaries is consistent in all material respects with the Administrative Agent, the Arranger and the Lenders shall have received an opinion of counsel satisfactory to them as to the 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 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 DocumentsRegistration Statement, (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 executions and deliveries and 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected and (c) the Company (1) shall have delivered 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 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 reasonably require have delivered to the Administrative Agent an executed copy of the Indemnification Agreement between ANC and Pechiney with respect to certain environmental liabilities in connection therewithsubstantially the form of the June 22, all 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 satisfactory reasonably acceptable to the Administrative Agent, an indemnification agreement from Pechiney with respect to the European Commission investigation matters disclosed by the Company to the Administrative Agent in its reasonable discretionby facsimile on July 21, 1999; (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 reflected on the List of Closing Documents attached as Exhibit 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; (xix9) Evidence reasonably satisfactory to the Administrative Agent and the Arranger of (i) 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 Indebtedness loans outstanding under the 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 Credit Agreement, and the agreement to release all Liens Indebtedness) in excess of $5,000,000 and the termination of the applicable agreements relating thereto and (ii) the payment of all principal, interest, fees and premiums, if any, identified 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 TransactionSchedule 5.1 attached hereto; (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; (xxii10) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower Company has paid to the Administrative Agent Underwriting Lenders and the Arranger Lead Arrangers the fees agreed to in due and payable under the fee letter dated May 23, 2002, between the Administrative Agent and the BorrowerFee Letters.

Initial Advances and Letters of Credit. The Lenders shall not be -------------------------------------- required to make the initial Loans or issue any Letters of Credit unless on the Closing Date unless: (Aa) such initial Loans are Holdings 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) all of the conditions precedent set forth in that certain Commitment Letter and Term Sheet, dated October 1, 1997 among First Chicago, Eos Partners, L.P. and Holdings shall have been met to the satisfaction of the Agent and each of the Lenders; (c) the Borrower shall have made not later than December 31all 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, 2002; estoppel and release documentation reasonably acceptable to the Agent; (Bd) 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: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and for each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), Borrowers 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 organizationincorporation; (ii2) Copies, Copies certified by the Secretary or Assistant Secretary of each an Authorized Officer of the Loan Parties Borrowers of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by itTransaction Documents; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary an Authorized Officer of each of the Loan Parties, Borrowers which shall identify by name and title and bear the signature of the officers of the applicable Loan Party such entities authorized to sign the Loan Transaction Documents entered into by it and, of (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; (iv4) A certificateAn Officer's Certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the BorrowerHoldings, certifying stating 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, continuing and that the requirements of Section 4.1 (ce) 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;been fulfilled; --------------- (v5) The A written opinion of the Loan PartiesBorrowers' counsel, addressed to the Administrative Agent, the Arranger and the Lenders, 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (G hereto containing --------- such assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 otherwise in form and substance satisfactory acceptable 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; (xvi6) Evidence reasonably satisfactory Notes payable to the Administrative 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 Effectorder of each of the Lenders; (xvii7) Written money transfer instructions in substantially the form of Exhibit 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 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 F H --------- 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 As 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 Closing Date: (i) the payment ICI Acquisition Documents are in full force and effect; (ii) no material breach, default or waiver of all principalany term or provision of any of the ICI Acquisition Documents by Holdings or, interestto the knowledge of Holdings, fees the other parties thereto has occurred (except for such breaches, defaults and premiumswaivers, if any, on all Indebtedness under consented to in writing by the Existing Credit Agreement, Agent and the agreement 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 release all Liens and restrain, prevent or impose any material adverse condition upon, the termination of the applicable agreements relating thereto and ICI Stock Acquisition; (iiiv) the payment representations and warranties of all principal, interest, fees and premiumsany Borrower contained in the ICI Acquisition Documents, if any, on are true and correct in all Indebtedness under that certain Business Loan Agreement, dated as of September 30, 2002, by and between the Borrower and LaSalle Bank National Associationmaterial respects; (v) all conditions precedent to, and related Promissory Note dated as of September 30all consents necessary to permit, 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 ICI Stock 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 AgreementICI Acquisition Documents have been satisfied or waived, but exclusive in the case of non-recurring costs the conditions to Holdings' obligations, with the prior written consent of the Agent and expenses associated 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 ESOT Transaction ICI Stock Acquisition is consummated in accordance with the ICI Acquisition Documents and the Asset Acquisition Agreement, which EBITDAE shall be not less than $17,000,000; Holdings is obtaining (xxidirectly or indirectly) A financial condition certificate, together with appropriate supporting factual information, in form at such time good and substance reasonably satisfactory marketable title to it from the Chief Financial Officer all of the Borrower supporting the conclusions that after giving effect to the ESOT Transaction, the Borrower outstanding Equity Interests of ICI and its Subsidiaries on a consolidated basis are Solvent ICS free and will be Solvent subsequent to incurring the Indebtedness contemplated clear of any Liens other than Liens permitted under the Transaction Documents, would reasonably be expected to be able to pay its debts Section 6.3(C); 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 or issue any Letters of Credit unless (Ai) such initial Loans are made not later than December 31November 15, 20021999; and (Bii) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all and the other conditions set forth below have been satisfied: (A) 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 the Lenders in their sole and absolute discretion:not waived). (iB) 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 or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Loan Parties, together with all amendments thereto and a certificate of good standing, both all certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization;incorporation. (iiD) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by it;Documents. (iiiE) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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. (ivF) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date date of this Agreement (awhich shall be the initial Borrowing Date) all the representations and warranties of the Loan Parties in this Agreement the Loan Documents 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 in all material respects as of such date), (b) and 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;. (vG) The written opinion opinions of the Loan Parties' US counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent, the Arranger Agents 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 considerati▇▇ ▇▇ 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 substance 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof;. (viiiH) 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 Company and each 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 its Subsidiaries (a) has made a reasonable assessment of 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, Year 2000 Issues; (b) has a program for remediating the execution Year 2000 Issues, including a timetable and delivery by the ESOT budget of the Transaction Documents anticipated costs; and the ESOP Plan Documents have been duly authorized and completed by all necessary actions of it and such executions and deliveries and 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 has a prohibited transaction described source of funds as required in Section 406 of ERISA or Section 4975 such budget. (I) The capital structure and corporate structure of the Code, (d) Company and its Subsidiaries is consistent in all material respects with 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 CodeSpin-off Materials, 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 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 Agent, could prohibit or impose material restrictions on the Arranger, would Spin-off or 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effect;order. (xivJ) The ESOP Plan Documents together with A written solvency certificate from the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for chief financial officer of the ESOP, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all Borrower in form and substance satisfactory to the Administrative Agent in Agent, dated the initial Borrowing Date, with respect to the value, Solvency and other factual information of or relating to, as the case may be, the Borrower and its reasonable discretion;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). (xvK) A field examination conducted by 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 internal auditors (or similar outside auditors)reasonable judgment, including satisfactory reviews than the projections previously provided to the Lead Arrangers and which must demonstrate, in the reasonable judgment of Receivablesthe Administrative Agent, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory together with all other information then available to the Administrative Agent 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 Lenders; financial covenants set forth herein, (xviii) Evidence reasonably satisfactory a certificate from an Authorized Officer demonstrating to the satisfaction of the Administrative Agent that there exists 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 transactions or that could seek or threaten any of the foregoing, and no actionlaw or regulation shall be applicable which in the judgment of any of the Agents could have such effect. (N) There shall not have occurred a material adverse change since June 30, suit1999 in the business, investigationassets, litigationliabilities (actual or contingent), operations, condition (financial or proceeding pending otherwise) or threatened in any court 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 & Stra▇▇, ▇▇quired to be paid on or before any arbitrator or governmental instrumentality that in Administrative Agent's reasonable judgment could reasonably be expected to have a Material Adverse Effect;the Closing Date. (xviiP) 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 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 Revolving Lenders shall not be required to make the initial Revolving Loans or hereunder and the Issuing Bank shall not be required to issue any new Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of (a) the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments and amendments, certified by the Secretary or Assistant Secretary of the Borrower, provided, that the Borrower shall deliver a certificate copy of good standingsuch Articles of Incorporation, both together with all amendments, certified as of a recent date by the appropriate governmental officer in its jurisdiction of organizationincorporation within ten (10) days after the Effective Date, and (b) a certificate of good standing of the Borrower, certified by the appropriate governmental officer in its jurisdiction of incorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their its respective byBy-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower, authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificateCertificates, in substantially the form and substance satisfactory to the Administrative Agent and the Arrangerof Exhibit H hereto, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Effective 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; (v5) The A written opinion of the Loan PartiesBorrower's and Subsidiary Guarantors' counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, addressing the issues identified in substantially Exhibit F hereto containing assumptions and qualifications acceptable to the form attached hereto as Exhibit EAgent and the Lenders; (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including to the effect that (1) the considerati▇▇ ▇▇ 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.; (vii6) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 provisionsorder, and pension and tax-sheltered annuity add-backs(b) except as set forth in Schedule 6.7 to this Agreement, satisfactory to the Administrative Agent and the Lenders; (xvi) Evidence reasonably satisfactory to the Administrative Agent that there exists is no action, suit, investigationproceeding, litigation, arbitration or proceeding (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or (to the Borrower's knowledge) threatened in against the Borrower or any court of its Subsidiaries or before any arbitrator property of any of them (i) challenging the validity or governmental instrumentality that in Administrative Agent's reasonable judgment 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, if reasonably requested by the Agent, addressed to the Agent and signed by an Authorized Officer; (xvii8) The Subsidiary Guaranty, executed by each Subsidiary Guarantor; (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 reflected on the List of Closing Documents attached as Exhibit F G to this Agreement, including without limitation, the Collateral Documents required to be delivered on or prior to the Effective Date; (a10) The audited financial statements A copy 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 this Agreement executed 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 Required Lenders 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;Agent; and (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; (xxii11) 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 letters, dated May 23January 7, 20022000 and November 28, between 2001, among the Administrative Agent Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any initial Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 Agent, the Arrangers and the Lenders in their sole and absolute discretionLenders: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties its Articles of their respective by-laws or operating agreement Organization, Operating Agreement (together with all amendments thereto) and of their respective 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 entered into by itDocuments; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv) (a) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer or the Vice President, Finance of the Borrower, certifying stating 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, (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) since September 30, 2001 no material adverse change a schedule of Distributions made by the Borrower in the business, financial condition, operations or results of operations of twelve calendar months preceding 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 occurredClosing Date; (v) The written opinion Written opinions of the Loan Parties' Borrower’s and the Guarantor’s counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, addressing the issues identified in substantially Exhibit F-1 and F-2 hereto containing assumptions and qualifications acceptable to the form attached hereto as Exhibit EAdministrative Agent and the Lenders; (vi) A copy of (a) an opinion of Duff & Phelps, LLC, including Notes payable to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess order 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 each 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.Lenders; (vii) Evidence satisfactory to the Administrative Agent and that there has been no material adverse change in the Arranger that (a) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction have been satisfied Borrower’s business, financial condition, operation or waived with the approval of the Administrative Agent and the Arranger (which approval shall not be unreasonably withheld)prospects, (b) the IITRI Acquisition and the ESOT Transaction have been approved by all necessary action as of the Borrower's Board of Directors and shareholders and of the ESOT Trustee’s consolidated financial statements dated March 31, 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof2004; (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 executions and deliveries and 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 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 ArrangerAgent, 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 order; (ix) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (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 could reasonably be expected the Administrative Agent, the Arrangers and the Borrower have agreed to result herein; (a) Audited Consolidated Financial Statements for the Borrower for the fiscal years ending in a 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 EffectChange 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) The ESOP Plan Documents together with the Borrower's most recently filed information return Form 5500 Series All documents and all schedules and attachments thereto (if available) for the ESOP, the ESOT Transaction Documents and such other documents as instrument required to perfect the Administrative Agent 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 require in connection therewithsatisfactory to the Administrative Agent. (xvi) A certificate from the Chief Financial Officer or Vice President, all 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 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;. (xvixviii) Evidence reasonably satisfactory to the Administrative 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;the Closing PUHCA Notice has been duly filed with the Securities Exchange Commission by Borrower. (xviixix) 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 F G 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 Revolving Loan Commitments of the Lenders shall not be required to make the initial Loans or issue any Letters of Credit become effective unless (A) such initial Loans are made not later than December 31, 2002; and (B) until the Borrower has furnished furnished, on or before the Closing Date, to the Administrative Agent each of the following, with (if applicable) sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing, and ; (c5) since September 30, 2001 no material adverse change in the business, financial condition, operations or results The written opinions of operations each opinion 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; (v) The written opinion of the Loan Parties' 's US counsel, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viii6) 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 executions and deliveries and 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii7) 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 F to this Agreement; (a) 8) The audited financial statements Agent shall have received opinions of IITRI value, solvency and its consolidated Subsidiaries for the 12-month period ending as of September 30, 2001, (b) the unaudited quarterly financial statements of IITRI other appropriate factual information 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, advice in form and substance reasonably satisfactory to it and from the Chief Financial Officer chief financial officer of the Borrower supporting the conclusions that after giving effect to the ESOT Transactiontransactions contemplated herein, the Borrower and its Subsidiaries on a consolidated basis are is Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness contemplated under the Transaction Loan Documents, would reasonably be expected to will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital with which to engage in its business;for general corporate purposes; and (xxii9) 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 23April 29, 20022004, between among the Administrative Agent Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue or participate in any Letters of Credit unless unless: (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "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 organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Parties, of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Parties authorized to sign the Loan Documents entered into by it and, and 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; (iv) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of counsel to the Loan Parties' counselBorrower and the Guarantors, addressed to the Administrative Agent, the Arranger Agent 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 considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (E 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 containing assumptions 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 qualifications 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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; (xviv) Evidence Written money transfer instructions reasonably satisfactory requested by the Administrative Agent, addressed to the Administrative 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 Effectand signed by an Authorized Officer; (xviivi) Intentionally Omitted; (vii) 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 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; (xxiiviii) 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 Arranger that the Borrower has paid 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 Arranger the fees agreed 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 fee letter dated May 23, 2002, between judgment of the Administrative Agent 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 BorrowerUnited 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. under the Original Credit Agreement. The Lenders shall not be required Borrowers and the Agents hereby confirm that on or prior to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31Original Effective Date, 2002; and (B) the Borrower has Borrowers furnished to the Administrative Agent each of the followingAgents, with sufficient copies for the Lenders, all in form and substance satisfactory to each of the Administrative Agent and the Lenders in their sole and absolute discretionfollowing: (ia) Copies of the Certificate articles of Incorporation incorporation or Articles similar organizational documents of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments thereto, and a certificate of good standingstanding or similar governmental evidence of corporate existence (if available), both all certified as of a recent date 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 organization;the original certificate, did not need to be certified by the Secretary or Assistant Secretary of such Borrower. (iib) Copies, certified by the Secretary or an Assistant Secretary or other duly authorized representative of each Borrower, of the Loan Parties of their respective its by-laws or operating agreement similar constituent document (if any) and of their respective 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 Loan Documents entered into by it;to which such Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, which shall identify identified by name and title and bear bore the signature of the officers of the applicable Loan Party such Borrower authorized to sign the applicable Loan Documents entered into by it and, of 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;. (ivd) A certificate, signed by any Designated Financial Officer of the Company, stating that on 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 had occurred or was continuing. (e) Written opinions of counsel to the Company, addressed to the Lenders in substantially the form and substance satisfactory of Exhibit D hereto. (f) Written opinions of each Foreign Subsidiary Borrower's counsel, addressed to the Lenders consistent with the form of opinion request attached hereto as Exhibit E. (g) Written money transfer instructions, in substantially the form of Exhibit F hereto, addressed to the Administrative Agent and the Arranger, signed by an Authorized Officer, together with such other related money transfer authorizations as the Chief Financial Officer of the Borrower, 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 Administrative Agent may have occurred;reasonably requested. (v) The written opinion of the 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 considerati▇▇ ▇▇ 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.; (viih) 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 shall have received an opinion of counsel satisfactory to them as to the 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 respect thereof; (viii) Evidence reasonably satisfactory to the Administrative Syndication Agent that the Borrower shall 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, Arv▇▇, ▇eritor 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) issued Senior Subordinated Notes to IITRI pursuant Satisfactory audited consolidated financial statements of each of Arv▇▇ ▇▇d Meritor for the two most recent fiscal years ended prior to the Securities Purchase Agreements in partial satisfaction of the "Purchase Price" under (and Original Closing Date as defined in) the Asset Purchase Agreement in an aggregate amount not to exceed $20,400,000which such financial statements were then available, (y) issued Junior Subordinated Notes satisfactory unaudited interim consolidated financial statements of each of Arv▇▇ ▇▇d Meritor for each quarterly period ended subsequent to IITRI in partial satisfaction the date of the "Purchase Price" under latest financial statements delivered pursuant to clause (and x) of this paragraph 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 Agreementwhich such financial statements were then available, 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 satisfactory pro forma post-Merger consolidated balance sheet and tax-sheltered annuity plans of employees of IITRI as financial projections of the Closing Date, on Company which were consistent with the terms and conditions set forth information included in the ESOT Transaction Documents;Bank Book. (ixj) 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 executions and deliveries and 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 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 Syndication Agent that there exists no injunction or temporary restraining order which(i) the Board of Directors of each of Arv▇▇ ▇▇d Meritor approved the Merger, (ii) each of Arv▇▇ ▇▇d 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 Arv▇▇ ▇▇d 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 reasonable judgment of preliminary proxy statement/prospectus filed by Arv▇▇ ▇▇d Meritor on May 5, 2000 with the Administrative Agent Securities and Exchange Commission, as amended by Amendment No. 1 thereto filed on June 2, 2000 with the Arranger, would prohibit Securities and Exchange Commission and (v) 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;Merger had been consummated. (xivk) 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, Evidence satisfactory to the Administrative Agent and the Lenders;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. (xvil) Evidence reasonably 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 there exists no action(i) except as set forth on Schedule 4 hereto, suitthe obligor on all then outstanding public Indebtedness of the Company and its Subsidiaries was the Company, investigation(ii) other than with respect to the outstanding guaranteed Subsidiary subordinated Indebtedness, litigation, none of the Company's Subsidiaries shall be co-obligors or proceeding pending guarantors of the Company's Indebtedness unless such Subsidiaries similarly become co-obligors or threatened in any court or before any arbitrator or governmental instrumentality that in Administrative Agent's reasonable judgment could reasonably be expected 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 have a Material Adverse Effect;the Indebtedness under the Original Credit Agreement and such 364-day credit agreement. (xviin) 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 each document reflected on the List of Closing Documents attached as Exhibit F I 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "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 organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and Borrowers of 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 Loan Documents entered into by it; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, 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; (ivii) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the BorrowerCompany, certifying that on the Closing date of this Agreement and such initial Borrowing 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) and 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; (viii) The written opinion opinions of the Loan PartiesBorrowers' counseland Guarantors' General 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 consideratiRob▇▇▇ ▇▇ 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 ▇nd of the Closing DateCompany's Dutch counsel, and (b) the stock repurchase liability forecasts and stock and cash allocations in respect of the ESOP prepared by Benefits ConsultingDeBrauw Blackstone Westbroek, 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 in substantially the effect that (a) the ESOT has been duly organized forms attached hereto as Exhibit E 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 DocumentsExhibit E-1, (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 executions and deliveries and 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 Transactionrespectively; (xiv) 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (xivv) The ESOP Plan Documents together with Duly executed copy of 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 discretion4-Year Credit Agreement; (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xviivi) 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 F to this Agreement;; and (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; (xxiivii) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower Company has paid or caused to be paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23August 2, 20022001, between among the Administrative Agent Agent, the Arranger and the BorrowerCompany.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (Ai) such initial Loans are made not later than December 31October 15, 20021997; and (Bii) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, addressing the issues identified in substantially EXHIBIT F hereto (including an opinion that the form attached hereto Merger will qualify as Exhibit Ea tax free reorganization under the provisions of Section 368(a) of the Code) containing assumptions and qualifications acceptable to the Agent and the Lenders; (vi6) A copy of (a) an opinion of Duff & Phelps, LLC, including Notes payable to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess order 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 each 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.applicable Lenders; (vii7) Evidence satisfactory to the Administrative Agent and the Arranger that (ai) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction Tender Offer have been satisfied or waived with the approval of the Administrative Agent and the Arranger (which such approval shall not to be unreasonably withheld), (bii) the IITRI CTS First 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 2002Corp., the Borrower shall be an "S corporation" as such term is defined in Section 1361 of and DCA have entered into 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 Merger Agreement all in form and substance satisfactory to the Administrative Agent Agent, (iii) the Merger Agreement has been approved by all necessary corporate action of CTS First Acquisition Corp.'s, the Borrower's and their counsel in their reasonable discretionDCA's respective Board of Directors, and which documents and agreements shall be has not been amended, waived or modified in any material compliance with ERISA and any applicable rules and regulations respect without the approval of the United States Treasury DepartmentAgent (such approval not to be unreasonably withheld) and (iv) there has not occurred any material breach or default under the Merger Agreement; (xii) 8) 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 ArrangerAgent, would prohibit the making of the Loans or the consummation of the IITRI Acquisition Tender Offer or the ESOT Transaction and the other transactions contemplated by the Transaction Documents and the ESOP Plan Documents Merger or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (xiv9) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series and all schedules and attachments thereto (if available) for the ESOPAgent, the ESOT Transaction Documents and such other documents as the Administrative Agent shall reasonably require in connection therewith, all in form and substance satisfactory addressed to the Administrative Agent in its reasonable discretionand signed by an Authorized Officer; (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii10) 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 F EXHIBIT G to this Agreement;; and (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; (xxii11) 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 23April 28, 20021997, between among the Administrative Agent Agent, the Arranger and the Borrower.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower, of the Loan Parties of their respective byits By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (v5) The A written opinion of the Loan Parties' Borrower's counsel, addressed to the Administrative Agent, the Arranger Agent and the Lenders, addressing the issues identified in substantially Exhibit F hereto containing assumptions and qualifications acceptable to the form attached hereto as Exhibit EAgent and the Lenders; (vi6) A copy of (a) an opinion of Duff & Phelps, LLC, including Notes payable to the effect that (1) the considerati▇▇ ▇▇ be paid by the ESOT for the "Shares" under (and as defined in) the ESOT Stock Purchase Agreement is not in excess order 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 each 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.applicable Lenders; (vii7) Evidence satisfactory to the Administrative Agent and the Arranger that (ai) all conditions precedent to the consummation of the IITRI Acquisition and the ESOT Transaction Tender Offer have been satisfied or waived with the approval of the Administrative Agent and the Arranger (which such approval shall not to 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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(Bii)) 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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors initial Loan Parties as of the Closing Date (collectively, the "LOAN PARTIES")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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective byBy-laws or operating agreement Laws and of 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 Loan Documents entered into by it; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of the 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the BorrowerCompany, certifying that on the Closing date of this Agreement and such initial Borrowing 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) and 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; (v5) The written opinion of the Loan PartiesBorrowers' 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 Guarantors' general counsel addressed to the Administrative Agent and the Lenders, to in substantially 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 executions and deliveries and 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 forms attached hereto 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 TransactionExhibit E; (x6) 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 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 ArrangerAgent, 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 Loan Documents or any litigation seeking such an injunction or restraining order or which could reasonably be expected to result in a Material Adverse Effectorder; (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; (xv7) A field examination conducted by written opinion of foreign counsel with respect to each Pledge Agreement to be delivered on the Administrative Agent's internal auditors (or similar outside auditors)Closing Date, including satisfactory reviews of Receivables, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii) 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 reflected on the List of Closing Documents attached as Exhibit 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; (xix9) 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 loans outstanding under (a) the Existing $60,000,000 Demand Note dated September 15, 2000 issued by the Company to Bank One and (b) the Amended and Restated Credit AgreementAgreement dated as of June 15, 2000 among the Company, the lenders parties thereto and the agreement to release all Liens Firstar Bank, National Association, as agent 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;foregoing; and (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; (xxii10) Evidence satisfactory to the Administrative Agent and the Arranger that the Borrower Company has paid or caused to be paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23September 7, 20022000, between among the Administrative Agent Agent, the Arranger and the BorrowerCompany.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 discretionLenders: (1) 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 copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Borrower, together with all amendments and amendments, (ii) a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; , (iiiii) Copiescopies, certified by the Secretary of Borrower, of its By-Laws (or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement other comparable governing document) and of their respective 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 entered into by it; and (iiiiv) An an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesSecretary, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower authorized to sign the Loan Documents entered into by it and, of 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; (5) 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) A 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 form writing by such Subsidiary Guarantor; (6) The Subordination Agreement executed by U.S. Traffic Corporation, ▇▇▇▇▇/Nuart Electrical Products, Inc., and substance satisfactory to 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 ArrangerAdministrative Agent; (8) An Officer’s Certificate, in the form of Exhibit G-1, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no material adverse change, or 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; (v9) Documentation, in form and substance reasonably satisfactory to the Administrative Agent, evidencing the termination of the Lender Commitments to lend under Northern Trust Credit Agreement and the repayment of all obligations owing thereunder; (10) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer; (11) Evidence, 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 Loan Parties' counselBorrower’s counsel in the form of the opinion attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks 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 considerati▇▇ ▇▇ 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 substance acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved due authorization, execution and enforceability of this Agreement and the other Loan Documents by Borrower and each Subsidiary Guarantor, as applicable; (13) A certified copy of the members of IITRI, (d) the representations and warranties in the duly executed 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 shall have received an opinion of counsel satisfactory to them as to the enforceability of the Asset Purchase Agreement U.S. Traffic Acquisition and the ESOT Transaction Documents and the Borrower'sevidence, the ESOT Trustee's and the ESOT's compliance with law in 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 that the ESOT Trustee's counsel addressed to the Administrative Agent and the Lenders, to the effect that (a) the ESOT U.S. Traffic Acquisition 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 executions and deliveries and 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 Codeclosed; (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;and (x14) 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;Intentionally Ommitted. (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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii15) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each other document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of good standingstanding shall have been ordered for the Borrower and Refinishers Warehouse, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each the Borrower and Refinishers Warehouse, of the Loan Parties its respective Articles of their respective byIncorporation (together with all amendments thereto), By-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower and Refinishers Warehouse, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower and Refinishers Warehouse authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the Borrower, certifying stating 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; (5) A written opinion of the Borrower's counsel, addressed to the Agent and the Lenders, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable to the Agent and the Lenders; (c6) since September 30, 2001 Notes payable to the order of each of the applicable 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, operations operation or results of operations prospects, as of the Borrower's consolidated financial statements dated December 31, 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 occurred2000; (v) The written opinion of the 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 considerati▇▇ ▇▇ 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) 8) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 Effectorder; (xiv9) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Agent, addressed to the Agent and signed by an Authorized Officer; (10) Completion of a field audit of the Collateral, including, without limitation, accounts receivable and Inventory of 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 results of which are satisfactory in all respects to the Agent and such other documents as which, in the Administrative Agent shall reasonably require in connection therewithsole and absolute discretion of the Agent, all in form support the definitions of Eligible Inventory and substance Eligible Receivables, and the proposed advance rates thereon; (11) Evidence satisfactory to the Administrative Agent in its reasonable discretion; (xv) A field examination conducted by that 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 Borrower has paid to the Administrative Agent and the Lenders;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 agreed to herein; and (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii12) 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionother conditions set forth below have been satisfied: (ia) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational equivalent document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Loan Parties, together with all amendments and thereto, and, to the extent applicable, a certificate of good standing, both in each case certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization;incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and Parties, of 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 Loan Documents entered into by it;Documents. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents entered into by it and, of 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. (ivd) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed executed by the Chief Financial Officer chief financial officer of the BorrowerCompany, certifying stating that on the Closing Date (a) Date, all the representations and warranties of the Loan Parties in this Agreement the Loan Documents 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) and no Default or Unmatured Default has occurred and is continuing, and . (ce) 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 SubsidiariesA Guaranty, in each case taken as a wholesubstantially the form of Exhibit F, or the assets acquired pursuant to the terms of the Asset Purchase Agreement shall have occurred; (v) The written opinion of the Loan Parties' counsel, addressed in form and substance satisfactory 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 considerati▇▇ ▇▇ 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 dated as of the Closing Date, duly executed by each Subsidiary Borrower that is a Domestic Subsidiary and (b) the stock repurchase liability forecasts and stock and cash allocations in respect each other Domestic Subsidiary of the ESOP prepared by Benefits Consulting, Inc.;Company as required pursuant to Section 7.2(k). (viif) Evidence satisfactory to the Administrative Agent and the Arranger that (a) all conditions precedent to the consummation Written opinions 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)Loan Parties’ United States counsel, (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 Trusteeand, and the ESOP Plan Documents (including all amendmentsif applicable, waivers and other modifications thereto as of the Closing Date) are reasonably acceptable to the Administrative Agent and the Arrangerforeign counsel, (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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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;Agent. (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xviig) 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 limitationoperations, all assets, business or properties of the documents reflected on the List of Closing Documents attached as Exhibit 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 Company 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 taken as and when due, and to comply with the financial covenants set forth in Section 7.4 hereof;a whole. (xix) Evidence reasonably satisfactory to the Administrative Agent and the Arranger of (i) the payment of The Administrative Agent, Lenders and/or their Affiliates shall have received all principal, interest, fees and premiumsexpenses, if any, on all Indebtedness under including 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, reasonable fees and premiumsexpenses of Mayer, if anyBrown, R▇▇▇ & Maw LLP, required to be paid 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 or before 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; (xxiij) Evidence satisfactory to the Administrative Agent that all governmental, shareholder and third party consents and approvals necessary in connection with this Agreement and the Arranger 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 the Borrower has paid to foregoing, and no law or regulation shall be applicable which in the judgment of the Administrative Agent and the Arranger the fees agreed to in the fee letter dated May 23, 2002, between the Administrative Agent and the Borrowercould have such effect.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Revolving Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers have 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of existence or good standingstanding for each Borrower and Guarantor, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary Chief Executive Officer, as the case may be, of each Borrower and Guarantor, of the Loan Parties (i) its respective Articles of their respective byIncorporation (together with all amendments thereto) and By-laws Laws or operating agreement and or other management agreement, (ii) resolutions of their respective 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 Loan Documents entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower and Guarantor, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party each Borrower and Guarantor, authorized to sign the Loan Documents entered into by it and, of 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating 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; (5) A written opinion of outside counsel to the Borrowers, addressed to the Agent and the Lenders, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable to the Agent and the Lenders; (c6) since September 30, 2001 Revolving Notes payable to the order of each of the applicable 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, operations operation or results of operations prospects of the BorrowerBorrowers, any Guarantor, since the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms date of the Asset Purchase Agreement shall have occurred;Borrowers' consolidated financial statements for the fiscal year ended March 27, 1999. (v) The written opinion of the 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 considerati▇▇ ▇▇ 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) 8) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, would prohibit the making of the Revolving 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 Effectorder; (xiv9) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series Agent, addressed to the Agent and all schedules and attachments thereto signed by an Authorized Officer; (if available10) 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 Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Agent and the Arranger the fees agreed to in its reasonable discretion;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 (xv11) 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, Evidence satisfactory to the Administrative Agent and of the Lenders;insurance coverage required by Section 7.2(E) hereof. (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii12) 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 F G 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 under this Agreement or issue any Letters of Credit or purchase any participations therein unless (A) such initial Loans loans are made not later than December 31June 30, 2002; 1996, and the Agent has received (B) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for each of the Lenders, all in form and substance satisfactory to ) the Administrative Agent and the Lenders in their sole and absolute discretionfollowing: (i1) A certificate, signed by a financial officer acceptable to the Agent, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing; (2) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Specified Subsidiary, together with all amendments amendments, and a certificate of good standing, both in each case certified as of a recent date by the appropriate governmental officer in its jurisdiction of organizationincorporation 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; (ii3) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties Borrower and each Specified Subsidiary, of their its respective byBy-laws or operating agreement Laws and of their respective 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 entered into by itDocuments; (iii4) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan PartiesBorrower and each Specified Subsidiary, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party Borrower and each Specified Subsidiary authorized to sign the Loan Documents entered into by it and, of 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; (iv5) A certificate, in form and substance satisfactory to the Administrative Agent and the Arranger, signed by the Chief Financial Officer of the Borrower, 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; (v) The written opinion of AMC's, the Loan Parties' Borrower's and each Specified Subsidiary's 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 considerati▇▇ ▇▇ 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 satisfactory acceptable 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 DepartmentAgent; (xii6) Evidence reasonably satisfactory Notes payable 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 each 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii7) 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 F EXHIBIT I to this Agreement; 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 unless designated thereon 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 received 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower Company has furnished to the Administrative Agent each of the following, with sufficient copies for the LendersLenders (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 in their sole and absolute discretionLenders: (i1) 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 or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, together with all amendments and and, where applicable, a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective by-laws or operating agreement and of their respective 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 Loan Documents entered into by itDocuments; (iii4) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary other comparable officer of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv5) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer or treasurer of the BorrowerCompany, certifying stating that on the Closing Date (a) 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 and correct in all material respects or all respects, as applicable, as of such date), (b) and 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; (v6) Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an Authorized Signer; (7) Receipt in cash of the fees agreed to in the Fee Letters; (8) The written opinion opinions of the Loan Parties' counselBorrowers’ and the Subsidiary Guarantors’ counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent, the Arranger Issuing Banks 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 considerati▇▇ ▇▇ 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 substance reasonably acceptable to the Administrative Agent and the Arrangerits counsel, with respect to (cwithout limitation) the IITRI Acquisition has been approved by the members due authorization, execution and enforceability of IITRI, (d) the representations and warranties in the Asset Purchase this 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 other Loan Documents; (ix9) Evidence satisfactory to All documentation and other information requested by the Administrative AgentAgent or any Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, opinion letters from the ESOT Trustee's counsel addressed to the Administrative Agent PATRIOT Act and the Lenders, to the effect that (a) the ESOT has been duly organized any applicable “know your customer” rules 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 executions and deliveries and 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 Transactionregulations; (x10) Evidence reasonably satisfactory 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 relation to such member of the Initial Obligor Group or such Subsidiary (including delivery to each Lender requesting the same), in each case at least five (5) Business Days prior 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;Date; and (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 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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii11) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each document reflected on the List of Closing Documents attached as Exhibit 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers have 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of existence or good standingstanding for each Borrower, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization; (ii2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary Chief Executive Officer, as the case may be, of each Borrower, of the Loan Parties (i) its respective Articles of their respective byIncorporation (together with all amendments thereto) and By-laws Laws or operating agreement and or other management agreement, (ii) resolutions of their respective 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 Loan Documents entered into by itDocuments; (iii3) 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 each of the Loan PartiesBorrower and Guarantor, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party each Borrower and Guarantor, authorized to sign the Loan Documents entered into by it and, of 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; (iv5) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating 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; (6) A written opinion of outside counsel to the Borrowers, addressed to the Agent and the Lenders, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable to the Agent and the Lenders; (c7) since September 30, 2001 Notes payable to the order of each of the applicable Lenders (amended and restated where appropriate); (8) Evidence satisfactory to the Agent that there has been no material adverse change in the business, financial condition, operations operation or results of operations prospects of the BorrowerBorrowers, any Guarantor, since the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms date of the Asset Purchase Agreement shall have occurred;Borrowers' consolidated financial statements for the fiscal year ended March 31, 2001. (v) The written opinion of the 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 considerati▇▇ ▇▇ 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.; (vii9) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 Effectorder; (xiv10) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series Agent, addressed to the Agent and all schedules and attachments thereto signed by an Authorized Officer; (if available11) 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 Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Agent and the Arranger the fees agreed to in its reasonable discretion;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 (xv12) 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, Evidence satisfactory to the Administrative Agent and of the Lenders;insurance coverage required by Section 7.2(E) hereof. (xvi13) Evidence reasonably With respect to a Debt Purchase Facility Loan, evidence satisfactory to the Administrative 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 the proposed purchase of Convertible Subordinated Notes will constitute a Material Adverse Effect;Permitted Note Purchase. (xvii14) 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 F G 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 or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) 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 in their sole and absolute discretionAgent: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation (or other applicable organizational document comparable constituent document) of each member of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES")Initial Obligor Group, 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 organizationincorporation; (ii2) Copies, certified by the Secretary or Assistant Secretary of each member of the Loan Parties Initial Obligor Group (except as otherwise permitted and contemplated by Section 7.2(M)), of their respective byits By-laws Laws (or operating agreement other comparable governing document) and of their respective 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 entered into by itDocuments; (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each member of the Loan PartiesInitial Obligor Group, which shall identify by name and title and bear the signature of the officers of the applicable Loan Party members of the Initial Obligor Group authorized to sign the Loan Documents entered into by it (and, in the case of the Borrower 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; (iv4) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial an Authorized Officer of the each Borrower, certifying stating that on the Closing Date (a) 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 and correct in all material respects as of such date), (b) and no Default or Unmatured Default has occurred and is continuing; (5) Written money transfer instructions reasonably requested by the Administrative Agent, 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, individually and as Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Securities and the Company dated May 23, 2005 and (cii) since September 30the letter agreement between Wachovia, 2001 no material adverse change in WCM and the businessCompany dated May 23, financial condition, operations or results of operations of the Borrower, any Guarantor, the Borrower and its Subsidiaries2005, in each case taken as a whole, or payable at the assets acquired pursuant to times and in the terms of the Asset Purchase Agreement shall have occurredamounts set forth therein; (v7) The written opinion opinions of the Loan Partiesinitial 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 Arranger Alternate Currency Banks, the Issuing Banks and the Lenders, in substantially 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; (8) (i) A Reaffirmation of Parent Guaranty, in the form attached hereto as Exhibit E; (vi) A copy of (a) an opinion of Duff & PhelpsI-2, LLC, including to the effect that (1) the considerati▇▇ ▇▇ be paid executed 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 Company and (2ii) the transactions contemplated in connection with the ESOT Transaction Documents are fair to the ESOT from a financial point Reaffirmation 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 whichGuaranty, in the reasonable judgment of the Administrative Agent and the Arrangerform attached hereto as Exhibit I-4, would prohibit the making of the Loans or the consummation of the IITRI Acquisition or the ESOT Transaction and the other transactions contemplated executed 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;each Subsidiary Guarantor; and (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; (xvi) Evidence reasonably satisfactory to the Administrative 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; (xvii9) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents each other document reflected on the List of Closing Documents attached as Exhibit F to this Agreement;; and (a10) 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) Administrative Agent shall have received 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 Company and its consolidated 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 Arrangerform contemplated under Section 7.1(A)(ii), 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; accompanied by a compliance certificate (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, hereto and in such detail as is requested by the Administrative Agent) signed by an Authorized Officer, setting the Company's chief financial officer and demonstrating compliance with the financial tests set 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 Borrowerherein.

Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless (A) such initial Loans are made not later than December 31, 2002; and (B) the Borrower has Borrowers have 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 Agent, the Arranger and the Lenders in their sole and absolute discretionLenders: (i1) Copies of the Certificate of Incorporation or Articles of Incorporation or other applicable organizational document of the Borrower and each of the Guarantors as of the Closing Date (collectively, the "LOAN PARTIES"), together with all amendments and a certificate of existence or good standingstanding for each Borrower and Mundy Realty, both Inc., certified as of a recent date by the appropriate governmental officer governmen▇▇▇ ▇fficer in its jurisdiction of organization; (ii2) Copies, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary Chief Executive Officer, as the case may be, of each Borrower, of the Loan Parties (i) its respective Articles of their respective byIncorporation (together with all amendments thereto) and By-laws Laws or operating agreement and or other management agreement, (ii) resolutions of their respective 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 Loan Documents entered into by itDocuments; (iii3) 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 each of the Loan PartiesBorrower and Mundy Realty, Inc., which shall identify by name and title and ▇▇▇ bear the signature of the officers of the applicable Loan Party each Borrower and Mundy Realty, Inc., authorized to sign the Loan Documents entered into by it and, of the Borrower to ▇▇▇ ▇o 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; (iv5) A certificate, in form and substance satisfactory to the Administrative Agent and the ArrangerAgent, signed by the Chief Financial Officer chief financial officer of the each Borrower, certifying stating 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; (6) A written opinion of internal counsel to the Borrowers, addressed to the Agent and the Lenders, addressing the issues identified in Exhibit F hereto containing assumptions and qualifications acceptable to the Agent and the Lenders; (c7) since September 30, 2001 Notes payable to the order of each of the applicable Lenders (amended and restated where appropriate); (8) Evidence satisfactory to the Agent that there has been no material adverse change in the business, financial condition, operations operation or results of operations prospects of the BorrowerBorrowers, any Guarantor, since the Borrower and its Subsidiaries, in each case taken as a whole, or the assets acquired pursuant to the terms date of the Asset Purchase Agreement shall have occurred;Borrowers' consolidated financial statements for the fiscal year ended March 30, 2002. (v) The written opinion of the 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 considerati▇▇ ▇▇ 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.; (vii9) 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 shall have received an opinion of counsel satisfactory to them as to the 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 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 executions and deliveries and 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 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 ArrangerAgent, 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 Effectorder; (xiv10) The ESOP Plan Documents together with Written money transfer instructions reasonably requested by the Borrower's most recently filed information return Form 5500 Series Agent, addressed to the Agent and all schedules and attachments thereto signed by an Authorized Officer; (if available11) 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 Evidence satisfactory to the Administrative Agent that the Borrowers have paid to the Agent and the Arranger the fees agreed to in its reasonable discretionthe 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 (12) Evidence satisfactory to the Agent of the insurance coverage required by Section 7.2(E) hereof and the Mortgages; (xv13) A field examination conducted by Collateral Documents in favor of the Administrative Agent's internal auditors (or similar outside auditors), including satisfactory reviews Agent for the benefit of Receivables, contracts, contract collection and reimbursement provisions, and pension and tax-sheltered annuity add-backs, satisfactory to the Administrative Agent and the Lenders; (xvi14) Evidence reasonably satisfactory to the Administrative 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 Effectthe Mortgaged Property has an appraisal value of not less than $75,000,000.00; (xvii15) 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 F G 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.