CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of November 6, 2007, is by and between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”), and MAGNETEK, INC., a Delaware corporation (the “Company”).

The Company and the Bank agree as follows:

1.                                        Definitions; Rules of Interpretation .

1.1                                  Definitions . As used in this Agreement, the following terms have the following meanings:

“ Affiliate ” means, as to any Person, any other Person, directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person (a) owns 10% or more of any class of voting Equity Interests of the controlled Person or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether by ownership of Equity Interests, by contract or otherwise.

“ Borrowing Base Availability ” means an amount equal to 80% of the face amount of Qualified Accounts as shown on the most recent Borrowing Base Certificate furnished by the Company to the Bank.

“ Borrowing Base Certificate ” means a certificate of the Company substantially in the form of Exhibit D.

“ Borrowing Date ” means each date on which (a) a Loan is made by the Bank to the Company or (b) a Letter of Credit is issued by the Bank.

“ Business Day ” means a day (other than Saturday or Sunday) on which banks are open for business in Milwaukee, Wisconsin.

“ Capital Expenditures ” means, as to any Person and for any period, all expenditures (whether paid in cash or other consideration) during such period, without duplication, that are or should be included in additions to property, plant and equipment or similar items reflected in such Person’s consolidated statement of cash flows for such period; provided that Capital Expenditures shall not include, for purposes hereof, expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets to the extent such expenditures are made to replace or repair such assets or otherwise to acquire assets useful in the business of the Person.

“ Capitalized Lease ” means, as to any Person, any lease, the obligations under which have been, or are required to be, recorded as a capital lease liability on the consolidated balance sheet of that Person and its Consolidated Subsidiaries.

“ Capitalized Lease Obligations ” means, as to any Person, at any date, the obligations of such Person or any of its Consolidated Subsidiaries under Capitalized Leases.

“ Change in Control ” means at any time, any one Person, together with such Person’s Affiliates, owns or controls at least thirty-five percent (35%) of the issued and outstanding Equity Interests of the Company.

“ Closing Date ” means the first Borrowing Date.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral Documents ” means the documents described in section 4.1(b) and any other document, instrument or agreement furnished by a Person to the Bank which provides collateral for the Obligations.

“ Commitment ” means the commitment of the Bank to (a) make Loans to the Company pursuant to section 2.1 and (b) issue Letters of Credit pursuant to section 2.8. The Commitment of the Bank is $10,000,000, and is subject to reduction from time to time pursuant to section 2.4.

“ Consolidated Subsidiaries ” means, as to any Person, Subsidiaries whose financial statements are required to be consolidated with those of such Person.

“ Contingent Obligation ” means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each, a “Guaranty Obligation”); (b) with respect to any letter of credit, banker’s acceptance, bank guaranty, surety bond and other similar instruments issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Rate Management Transaction.

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The amount of any Contingent Obligation shall (x) in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, (y) in the case of Rate Management Transaction, equal the termination value in the case of Rate Management Transaction under which a “termination event” or “event of default” has occurred and, in all other cases, shall equal $0 and (z) in the case of other Contingent Obligations, be deemed equal to the maximum reasonably anticipated liability of the Person in respect thereof.

“ Default ” means any act, event, condition or omission which, with the giving of notice or lapse of time, would constitute an Event of Default if uncured or unremedied.

“ Environmental Laws ” means all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Commission and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect.

“ Equity Interest ” means, as to any Person, any capital stock, limited liability company membership interest, partnership interest or other interest representing equity in, or ownership of, such Person.

“ ERISA ” means, at any date, the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to

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terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

“ Escrow Account ” means the escrow account of the Company with a minimum daily balance of at least $22,000,000 maintained at the Bank which is related to the Patent Arbitration Award.

“ Event of Default ” means the occurrence of any of the events described in section 7.1.

“ Financial Covenant Compliance Certificate ” means a certificate of the Company in the form of Exhibit C.

“ GAAP ” means generally accepted accounting principles in effect in the United States from time to time.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any court or similar judicial authority thereof, any entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through Equity Interests or otherwise, by any of the foregoing.

“ Hazardous Materials ” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Indebtedness ” means, as to any Person, (a) all indebtedness for borrowed money, (b) Capitalized Lease Obligations, (c) notes payable and drafts accepted representing extensions of credit, (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business) and (e) all indebtedness secured by any Lien on any property of the Person even though such Person has not assumed or become liable for the payment of such Indebtedness, provided that for purposes of this clause (e) the amount of such Indebtedness shall be limited to the greater of (i) the amount of such Indebtedness as to which there is recourse to such Person and (ii) the fair market value of the property which is subject to the Lien.

“ IRS ” means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code.

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“ Letter of Credit ” means each letter of credit issued by the Bank pursuant to section 2.8 hereof.

“ LIBOR Rate ” means the per annum rate reported in the Money Rates column or section of The Wall Street Journal (Midwest Edition) as the London Interbank Offered Rates (LIBOR) for loans for a period of one month as of the first Business Day of each month, rounded upward to the nearest 1/8 ^th of 1%, and the LIBOR Rate shall change on the first Business Day of each month.  If The Wall Street Journal ceases publication of the LIBOR Rate, the LIBOR Rate shall be determined by the Bank from such other source as the Bank reasonably selects.  If the LIBOR Rate is not readily available to the Bank from another source, the Bank shall have the right to choose a reasonably comparable index.  If The Wall Street Journal or the replacement source publishes:  (a) more than one LIBOR Rate, the higher or highest of the rates shall apply; or (b) a retraction or correction of a previously published LIBOR Rate, the LIBOR Rate reported in the retraction or correction shall apply.  The LIBOR Rate determined by the Bank shall, in the absence of manifest error, be conclusive.

 “ LIBOR Rate Loan ” means a Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“ Lien ” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or charge of any kind including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction (or other similar recording or notice statute, and any lease in the nature thereof), except a filing for precautionary purposes made with respect to a true lease or other true bailment.

“ Loan ” means an extension of credit to the Company by the Bank pursuant to section 2.1.

“ Loan Documents ” means this Agreement, the Note, the Collateral Documents, all Permitted Rate Management Transactions, all Letters of Credit, all applications for Letters of Credit and all other documents, instruments, agreements and certificates related to or executed in connection with this Agreement and the transactions contemplated hereby.

“ LOC Exposure ” means an amount equal to the sum of (a) the aggregate amount available for drawing under all outstanding Letters of Credit and (b) the aggregate amount of payments made by the Bank resulting from drawings under Letters of Credit which have not been reimbursed by the Company (either by payment by the Company or the making of Loans under section 2.9 to satisfy such Reimbursement Obligation).

“ Margin Stock ” means “margin stock” as such term is defined in Regulation G, T, U or X of the Federal Reserve Board.

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“ Material Adverse Effect ” means, with respect to the Company and each Subsidiary, (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Company or such Subsidiary; (b) a material impairment of the ability of the Company or such Subsidiary to perform under any Loan Document to which the Company or such Subsidiary is a party and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company or such Subsidiary of any Loan Document to which the Company or such Subsidiary is a party; provided that if the amount currently on deposit in the Escrow Account is sufficient to satisfy a judgment, decree or award rendered against the Company with respect to the Patent Arbitration Award, the entering of such judgment, decree or award against the Company shall not be considered to have a Material Adverse Effect.

“ Maturity Date ” means November 1, 2009 or such earlier date on which the Note becomes due and payable pursuant to section 7.2 of this Agreement.

“ Multiemployer Plan ” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.

“ Net Income ” means, as to any Person and for any period as to which such amount is being determined, the excess of:

(a)                                   all revenues and income derived from operations in the ordinary course of business (excluding extraordinary gains and profits upon the disposition of investments and fixed assets),

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(b)                                  all expenses and other proper charges against income (including payment or provision for all applicable income and other taxes, but excluding extraordinary losses and losses upon the disposition of investments and fixed assets),

all as determined for such Person and its Consolidated Subsidiaries.

“ Note ” means the promissory note of the Company in the form of Exhibit A.

“ Obligations ” means all obligations, contingent or otherwise, whether now existing or hereafter arising, of the Company from time to time owed to the Bank or an Affiliate of the Bank under the Loan Documents, whether for principal, interest, reimbursement, fees, expenses, indemnification or otherwise.

“ Operating Profit ” means, as to the Company for any period as to which such amount is being determined, the amount reported as operating profit in the Company’s financial statements for such period.

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“ Patent Arbitration Award ” means patent infringement arbitration decision issued May 3, 2005 against the Company, awarding Ole K. Nilssen $23,400,000, which award is currently pending in the United Stated District Court for the Northern District of Illinois, based on a motion filed by Ole K. Nilssen to enter the award and a counter-motion filed by the Company to vacate the award.

“ PBGC ” means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under ERISA.

“ Pension Plan ” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years.

“ Permitted Liens ” means (a) Liens listed on Schedule 1 attached hereto, provided that the Indebtedness secured thereby shall not be renewed, extended or increased; (b) Liens for taxes, assessments or governmental charges not delinquent or being contested in good faith by the Company or any Subsidiary for which adequate reserves are established and maintained; (c) other statutory Lien claims not delinquent or being contested in good faith by the Company or any Subsidiary for which adequate reserves are established and maintained, including, construction, mechanic’s and warehousemen Liens; (d) purchase money Liens on any property acquired after the date hereof to be used by the Company or a Subsidiary in the normal course of its business, and created or incurred simultaneously with the acquisition of such property, if such Lien is limited to the property so acquired and the aggregate Indebtedness secured by all such Liens does not exceed $500,000 at any time outstanding for the Company and all Subsidiaries; (e) Liens or deposits in connection with worker’s compensation or other insurance or to secure the performance of bids, trade contracts (other than for borrowed money), leases, public or statutory obligations, surety or appeal bonds or other obligations of like nature incurred in the ordinary course of business; (f) Liens in favor of the Bank or any Affiliate of the Bank; and (g) easements, restrictions, minor title irregularities and similar matters which have no material adverse effect as a practical matter upon the ownership or use of its property by the Company or any Subsidiary.

“ Permitted Rate Management Transaction ” means a Rate Management transaction between the Company and the Bank or an Affiliate of the Bank.

“ Person ” means any natural person, corporation, limited liability company, joint venture, limited liability partnership, partnership, association, trust or other entity or any Governmental Authority.

“ Plan ” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Company sponsors or maintains or to which the Company makes, is making, or is obligated to make contributions and includes any Pension Plan.

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“ Prime Rate ” means a rate per annum equal to the prime rate of interest announced from time to time by the Bank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes

“ Qualified Account ” means an account owing to the Company (a) by an account debtor, other than an Affiliate of the Company, located in the United States;     (b) which arose out of the performance of services by the Company or from a bona fide sale of goods which have been delivered or shipped to the account debtor and for which the Company has genuine invoices, shipping documents or receipts; (c) which is not more than 90 days past due from the original due date of the relevant invoice or 150 days past due from the date of the relevant invoice and which original due date is not more than 60 days after the date of the relevant invoice; (d) in which the Bank has a valid, perfected first priority Lien and which is subject to no other Lien; (e) which, together with the transactions out of which it arose, complies with all applicable laws and regulations;      (f) as to which the Company has no knowledge of anything which might cause the account debtor to be unable to pay the account; (g) as to which the account debtor has not disputed its liability or returned or threatened to return the goods; (h) the existence and amount of which have been certified to the Bank by the Company in the most recent Borrowing Base Certificate; (i) by an account debtor other than a federal Governmental Authority; and (j) as to which the Bank has not notified the Company that the account or account debtor is unsatisfactory. Any Qualified Account which ceases to meet any of the foregoing requirements shall cease to be a Qualified Account at such time.

“ Rate Management Transaction ” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Company and the Bank or an Affiliate of the Bank which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other, similar transaction (including any option to enter into any of these transactions) or any combination of the foregoing, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“ Reimbursement Obligation ” means the obligation of the Company to reimburse the Bank for drawings under Letters of Credit pursuant to section 2.9.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

“ Requirement of Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation of a Governmental Authority applicable to or binding upon the Person or any of its property or any ruling, order, judgment or determination of an arbitrator or a Governmental Authority to which the Person or any of its property is subject.

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“ Restricted Payments ” means dividends or other distributions by the Company or any Subsidiary based upon the Equity Interests of the Company or any Subsidiary (except dividends payable to the Company and dividends payable solely in Equity Interests of the Company) and purchases, redemptions and other acquisitions, direct or indirect, by the Company or any Subsidiary, of Equity Interests of the Company or any Subsidiary.

“ Solvent ” means, with respect to any Person, that as of the date of determination both:

(a) (i) the then fair saleable value of the property of such Person is (y) greater than the Total Liabilities (including Contingent Obligations) of such Person and (z) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (ii) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (iii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and

(b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.

“ Subsidiary ” of a Person means any other Person, as of a particular date, which it directly, or indirectly through one or more of its Subsidiaries, owns at least 50% of the outstanding Equity Interests of such other Person.

“ Total Liabilities ” means, as to any Person, all items which would be classified as liabilities on the consolidated balance sheet of such Person and its Consolidated Subsidiaries.

“ Unfunded Pension Liability ” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

1.2                                  Rules of Interpretation . Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise:  (a) all references to a particular statute or regulation include all rules and regulations promulgated thereunder and any successor statute, regulation or rules, in each case as from time to time in effect; (b) accounting terms shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP consistently applied;               (c) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document; (d) in the computation of periods of time from a specified

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date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”; (e) the word “including” shall be construed as “including without limitation”; (f) references to a fiscal year or fiscal quarter mean the fiscal year or fiscal quarter of the Company; and (g) references to the word “Subsidiary” shall mean a Subsidiary of the Company.

2.                                        The Credit Facilities; Interest Rates; Fees .

2.1                                  The Loans . The Bank agrees to lend to the Company, subject to the terms and conditions hereof, during the period from the date of this Agreement to the Maturity Date up to the maximum amount at any time outstanding equal to the lesser of (a) an amount equal to (i) the Commitment minus (ii) the LOC Exposure and (b) an amount equal to (i) the Borrowing Base Availability minus (ii) the LOC Exposure. Within such maximum amount Loans may be made, repaid and made again. All Loans shall be evidenced by the Note and shall be payable on the Maturity Date. Although the Note shall be expressed to be payable in the maximum amount specified above, the Company shall be obligated to pay only the amount actually disbursed to or for the account of the Company, together with interest on the unpaid balance of the sums so disbursed, which remain outstanding from time to time as shown on the records of the Bank.

2.2                                  Borrowing Procedures for Loans . The Company shall request Loans by written notice, or by telephonic notice confirmed in writing to the Bank, not later than 11:00 a.m., Milwaukee, Wisconsin time on the requested Borrowing Date (which must be a Business Day). In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. Each request for a Loan shall be irrevocable and shall constitute a certification by the Company that the borrowing conditions specified in section 4.2 will be satisfied on the specified Borrowing Date. Upon fulfillment of the applicable borrowing conditions set forth in Article 4, the Bank shall deposit the Loan proceeds in the Company’s account maintained with the Bank or as the Company may otherwise direct in writing.

2.3                                  Commitment Fee . As consideration for the Commitment, the Company agrees to pay to the Bank, annually, commencing on the Closing Date and on the same date each year thereafter, a fee equal to $1,000.

2.4                                  Reduction or Termination of Commitment . The Company may, on any interest payment date and upon three (3) days’ prior written notice to the Bank, permanently reduce or terminate the Commitment; provided that no such reduction shall reduce the amount of the Commitment to an amount less than the sum of (a) the unpaid principal balance of the Note on the date of such reduction and (b) the LOC Exposure on the date of such reduction; and provided , further , that in the event of a termination, the Company shall pay to the Bank, on or before the effective date of the termination, (w) the unpaid principal balance of the Note, (x) all interest accrued thereon, (y) all commitment

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fees, other fees and expenses payable by the Company accrued or incurred through the termination date and (z) the cash collateral required by section 2.11.

2.5                                  Interest Rates .

(a)                                   The unpaid principal balance of the Loans outstanding from time to time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. Each Loan shall bear interest at the higher of (i) five percent (5.00%) per annum or (ii) the LIBOR Rate plus one and one-half percent (1.50%) and shall change on each date on which the LIBOR Rate changes. Accrued interest on the Note shall be due on the first day of each month, commencing on December 1, 2007, and on the Maturity Date.

(b)                                  Notwithstanding the provisions of section 2.5(a), upon the occurrence and during the continuance of an Event of Default, the unpaid principal balance of the Note shall, upon notice from the Bank to the Company, bear interest at an annual rate equal to the rate otherwise in effect under section 2.5(a), plus three percent (3.00%) payable upon demand (the “Default Rate”). On and after the Maturity Date, the unpaid principal balance of the Note and all accrued interest thereon shall bear interest at the Default Rate and shall be payable upon demand.

(c)                                   Interest shall be calculated for the actual number of days elapsed on the basis of a 360-day year.

2.6                                  Payments . All payments of principal and interest on the Note and of all fees due hereunder shall be made at the office of the Bank in immediately available funds not later than 2:00 p.m., Milwaukee, Wisconsin time on the date due; funds received after that time shall be deemed to have been received on the next Business Day. Whenever any payment hereunder or under the Note is stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest or fee then due. The Bank may charge any account of the Company at the Bank for any payment due under the Note (including prepayments), or any fee or other amount payable hereunder, on or after the date due.

2.7                                  Prepayments .

(a)                                   Mandatory . In addition to other payments required hereunder, including, without limitation, any payments required under section 2.4, if the outstanding principal balance of the Note exceeds the lesser of (i) an amount equal to    [a] Borrowing Base Availability minus [b] the LOC Exposure or (ii) an amount equal to [a] the Commitment minus [b] the LOC Exposure, the Company shall immediately repay the excess.

(b)                                  Optional . The Company may prepay Loans without premium or penalty. Any optional prepayments of the Note shall be applied first to any

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fees the Company owes the Bank, then to any accrued and unpaid interest the Company owes the Bank and then to the remaining Obligations in such order and manner as the Company specifies.

2.8                                  Letters of Credit .

(a)                                   Issuance of New Letters of Credit . Upon receipt of a duly executed application therefor, and such other documents, agreements and instructions as the Bank shall require, and subject to fulfillment of the conditions set forth in sections 4.2(b), 4.2(c) and 4.2(d), the Bank will issue a Letter of Credit for the account of the Company, provided that:

(i)                                      the requested Letter of Credit will not be issued if, upon issuance, the sum of [a] the unpaid principal balance of the Note and [b] the LOC Exposure would exceed the lesser of [y] the Commitment or [z] the Borrowing Base Availability; and

(ii)                                   each Letter of Credit shall be satisfactory in form and content to the Bank and no Letter of Credit shall have an initial expiry date later than one year from the date of issuance thereof; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods; provided , further that no Letter of Credit shall have an expiry date later than thirty (30) days prior to the Maturity Date.

(b)                                  Letter of Credit Existing on the Closing Date . Any outstanding letter of credit issued by the Bank prior to the Closing Date shall be considered a Letter of Credit issued pursuant to this Agreement and shall be subject to the terms and conditions applicable to Letters of Credit herein.

2.9                                  Reimbursement Obligation of the Company . The Company agrees to pay to the Bank the amount paid by the Bank resulting from a drawing under a Letter of Credit on the date the Bank honors such drawing. If the Company can satisfy the conditions precedent set forth in sections 4.2(b)-4.2(d), the Company shall be deemed to have elected to borrow from the Bank, Loans in an aggregate amount equal to the amount drawn which shall be used to satisfy the Company’s reimbursement obligation under this section. The obligation of the Company to pay to the Bank the amount of any payment made by the Bank under any Letter of Credit shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all amounts owed by the Company to the Bank hereunder and under any Loan Document shall have been paid in full and such obligation of the Company shall not be affected, modified or impaired upon the happening of any event, including, any of the following, whether or not with notice to, or the consent of, the Company:

(a)                                   any lack of validity or enforceability of this Agreement, or any other document or instrument executed in connection with this Agreement or in connection with a Letter of Credit (collectively, the “Operative Documents”);

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(b)                                  any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Operative Documents;

(c)                                   the existence of any claim, setoff, defense or other right which the Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons for whom any such beneficiary or any such transferee may be acting), the Bank or any other Person, whether in connection with this Agreement, any of the Operative Documents, the transaction contemplated hereby or any unrelated transactions;

(d)                                  any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(e)                                   payment by the Bank to the beneficiary under any Letter of Credit against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit;

(f)                                     any failure, omission or delay on the part of the Bank or any party to any of the Operative Documents in enforcing, asserting or exercising any right, power or remedy conferred upon the Bank or any such other party under this Agreement or any of the Operative Documents;

(g)                                  the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of the Company, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment or other similar proceedings affecting the Company or its assets, or any allegation or contest of the validity of this Agreement or any of the Operative Documents in any such proceedings; or

(h)                                  any other event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the Company for the performance or observance of any allegation, covenant or agreement contained herein.

No set-off, reduction or diminution of any obligation, or any defense of any kind or nature which the Company has or may have against the beneficiary shall be available hereunder to the Company.

2.10                            Liability of the Bank . The Company assumes all risk of the acts or omissions of the beneficiary with respect to its use of a Letter of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for (a) the use which may be made of a Letter of Credit or for any acts or omissions of the beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all

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respects invalid, fraudulent or forged; (c) payment by the Bank to the beneficiary against presentation of documents which contain immaterial discrepancies or deviations from the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided that the Bank shall be liable to the Company to the extent, but only to the extent, of any direct as opposed to consequential, damages suffered by the Company which the Company proves were caused by (y) the Bank’s willful misconduct in determining whether documents presented under a Letter o