EXECUTION VERSION

CREDIT AGREEMENT

Dated as of April 30, 2004

among

THE MARCUS CORPORATION,

U.S. BANK NATIONAL ASSOCIATION
as Administrative Agent,

BANK OF AMERICA, N.A.,
BANK ONE, NA, and
LASALLE BANK NATIONAL ASSOCIATION
As Co-Documentation Agents

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
1.1.	Certain Defined Terms	1
1.2.	Other Interpretive Provisions	12
1.3.	Accounting Principles	13
ARTICLE II	THE CREDITS	13
2.1.	Amounts and Terms of Commitments	13
2.2.	Swingline Loans	13
2.3.	Loan Accounts	14
2.4.	Procedure for Borrowing	14
2.5.	Conversion and Continuation Elections	15
2.6.	Changes in Aggregate Commitments	16
2.7.	Optional Prepayments	17
2.8.	Repayment	18
2.9.	Interest	18
2.10.	Fees	18
2.11.	Computation of Fees and Interest	19
2.12.	Payments by the Company	19
2.13.	Payments by the Banks to the Agent	19
2.14.	Sharing of Payments, Etc	20
ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	21
3.1.	Taxes	21
3.2.	Illegality	22
3.3.	Increased Costs and Reduction of Return	22
3.4.	Funding Losses	23
3.5.	Inability to Determine Rates	23
3.6.	Certificates of Banks	24
3.7.	Substitution of Banks	24
3.8.	Survival	24
ARTICLE IV	CONDITIONS PRECEDENT	24
4.1.	Conditions of Initial Loans	24
4.2.	Conditions to All Borrowings	25
ARTICLE V	REPRESENTATIONS AND WARRANTIES	25
5.1.	Corporate Existence and Power	26
5.2.	Corporate Authorization; No Contravention	26
5.3.	Governmental Authorization	26
5.4.	Binding Effect	26
5.5.	Litigation	27
5.6.	No Default	27
5.7.	ERISA Compliance	27

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5.8.	Use of Proceeds; Margin Regulations	28
5.9.	Title to Properties	28
5.10.	Taxes	28
5.11.	Financial Condition	28
5.12.	Environmental Matters	28
5.13.	Regulated Entities	29
5.14.	No Burdensome Restrictions	29
5.15.	Copyrights, Patents, Trademarks and Licenses, Etc.	29
5.16.	Subsidiaries	29
5.17.	Insurance	29
5.18.	Full Disclosure	29
5.19.	Subsidiary Indebtedness	30
ARTICLE VI	AFFIRMATIVE COVENANTS	30
6.1.	Financial Statements	30
6.2.	Certificates; Other Information	30
6.3.	Notices	31
6.4.	Preservation of Corporate Existence, Etc	31
6.5.	Maintenance of Property	32
6.6.	Insurance	32
6.7.	Payment of Obligations	32
6.8.	Compliance with Laws	32
6.9.	Employee Benefit Plans	33
6.10.	Accounting; Inspection of Property and Books and Records	33
6.11.	Environmental Laws	33
6.12.	Use of Proceeds	33
6.13.	Contingent Obligations	33
ARTICLE VII	NEGATIVE COVENANTS	33
7.1.	Limitation on Liens	34
7.2.	Disposition of Assets	34
7.3.	Merger; Purchase of Assets; Acquisitions; Etc.	35
7.4.	Loans and Investments	35
7.5.	Limitation on Subsidiary Indebtedness	36
7.6.	Transactions with Affiliates	36
7.7.	Use of Proceeds	36
7.8.	Restricted Payments	36
7.9.	Change in Business	36
7.10.	Accounting Changes	36
7.11.	Funded Debt Ratio	36
7.12.	Fixed Charge Coverage Ratio	36
7.13.	Subsidiary Dividends	37
ARTICLE VIII	EVENTS OF DEFAULT	37
8.1.	Event of Default	37
8.2.	Remedies	39
8.3.	Rights Not Exclusive	39

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ARTICLE IX	THE AGENT	39
9.1.	Appointment and Authorization	39
9.2.	Delegation of Duties	40
9.3.	Liability of Agent	40
9.4.	Reliance by Agent	40
9.5.	Notice of Default	40
9.6.	Credit Decision	41
9.7.	Indemnification	41
9.8.	Agent in Individual Capacity	42
9.9.	Successor Agent	42
9.10.	Withholding Tax	42
9.11.	Co-Documentation Agents	43
ARTICLE X	MISCELLANEOUS	43
10.1.	Amendments and Waivers	43
10.2.	Notices	44
10.3.	No Waiver; Cumulative Remedies	45
10.4.	Costs and Expenses	45
10.5.	Indemnity	45
10.6.	Payments Set Aside	46
10.7.	Successors and Assigns	46
10.8.	Assignments, Participations, Etc	46
10.9.	Confidentiality	47
10.10.	Set-off	48
10.11.	Automatic Debits of Fees	48
10.12.	Notification of Addresses, Lending Offices, Etc.	49
10.13.	Counterparts	49
10.14.	Severability	49
10.15.	No Third Parties Benefited	49
10.16.	Governing Law and Jurisdiction	49
10.17.	Waiver of Jury Trial	49
10.18.	Entire Agreement	50

 

SCHEDULES
Schedule 1.1	Pricing Schedule
Schedule 2.1	Commitments and Pro Rata Shares
Schedule 5.16	Subsidiaries of The Marcus Corporation as of February 18, 2004
Schedule 7.1	Liens on Existing Property
Schedule 7.4	Loans and Investments
EXHIBITS
Exhibit 2.4	Notice of Borrowing
Exhibit 2.5	Notice of Conversion/Continuation
Exhibit 2.6(b)	Commitment Increase Request
Exhibit 6.2(a)	The Marcus Corporation Compliance Certificate
Exhibit 10.8(i)	Notice of Assignment and Acceptance
Exhibit 10.8(ii)	Form of Assignment and Acceptance Agreement

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CREDIT AGREEMENT

        This CREDIT AGREEMENT is entered into as of April 30, 2004, among THE MARCUS CORPORATION, a Wisconsin corporation (the “ Company ”), the several financial institutions from time to time party to this Agreement (collectively, the “ Banks ”; individually, a “ Bank ”), and U.S. Bank National Association, a national banking association, as administrative agent for the Banks (in such capacity, the “Agent”), and Bank of America, N.A., Bank One, NA, and LaSalle Bank National Association, all national banking associations, as Co-Documentation Agents (in such capacity, each a “Co-Documentation Agent”).

        WHEREAS, the Banks have agreed to make available to the Company a revolving credit facility upon the terms and conditions set forth in this Agreement;

        NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE I
DEFINITIONS

        1.1.     Certain Defined Terms . The following terms have the following meanings:

        “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided that the Company or the Subsidiary is the surviving entity.

        “ Adjusted Consolidated Cash Flow ” means, for any period, the Consolidated Net Income of the Company and its Subsidiaries plus (a) depreciation and amortization for such period, (b) all current and deferred taxes on income, provision for taxes on income, provision for taxes on unremitted foreign earnings which are included in consolidated gross revenues and current additions to reserves, and (c) Interest and Rental Expense for the Company and its Subsidiaries on a consolidated basis.

        “ Affiliate ” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

        “ Agent ” means U.S. Bank National Association in its capacity as administrative agent for the Banks hereunder, and any successor administrative agent arising under Section 9.9 .

        “ Agent-Related Persons ” means U.S. Bank National Association and any successor administrative agent arising under Section 9.9 , together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

        “ Agent’s Payment Office ” means the address for payments set forth on the signature page hereto in relation to the Agent, or such other address as the Agent may from time to time specify.

        “ Agreement ” means this Credit Agreement.

        “ Applicable Margin ” means, at any time, with respect to Offshore Rate Loans and Base Rate Loans, the rate per annum determined in accordance with Schedule 1.1 .

        “ Assignee ” has the meaning specified in subsection 10.8(a) .

        “ Attorney Costs ” means and includes all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel.

        “ Bank ” has the meaning specified in the introductory clause hereto.

        “ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. )

        “ Base Rate ” means, for any day, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate; and (b) the prime rate of interest in effect for such day as publicly announced from time to time by the Agent. The prime rate may not be the lowest interest rate charged by the Agent.

        “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

        “ Borrowing ” means a borrowing hereunder consisting of Loans of the same Type made to the Company on the same day by the Banks under Article II, and, in the case of Offshore Rate Loans, having the same Interest Period.

        “ Borrowing Date ” means any date on which a Borrowing occurs under Section 2.4 .

        “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in Chicago or Milwaukee are authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the applicable offshore dollar interbank market.

        “ Capital Adequacy Regulation ” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

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        “ Capital Lease ” means, as to any Person, any lease which, in accordance with GAAP consistently applied, is or should be capitalized on the books of such Person.

        “ Cash Equivalents ” means, as to any Person, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than three months from the date of acquisition, (b) time deposits and certificates of deposit of any commercial bank with a long-term unsecured debt rating of at least A or its equivalent from Standard & Poor’s Ratings Group or at least A-2 or its equivalent from Moody’s Investors Service, Inc., with maturities of not more than three months from the date of acquisition by such Person, (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, (d) commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A-l or the equivalent thereof by Standard & Poor’s Corporation or at least P-l or the equivalent thereof by Moody’s Investors Service, Inc., and in each case maturing not more than three months after the date of acquisition by such Person and (e) investments in money market funds, substantially all the assets of which are comprised of securities of the types described in clauses (a) through (d) above.

        “ Change of Control ” means any event, or combination of events, the result of which is that Stephen H. Marcus, Diane Marcus Gershowitz and their respective heirs, collectively, no longer beneficially own (within the meaning of Rule 13d-3 of the SEC under the Exchange Act) 51% or more of the voting rights with respect to outstanding shares of the Company.

        “ Closing Date ” means the date on which all conditions precedent set forth in Section 4.1 are satisfied or waived by all Banks (or, in the case of subsection 4.1(e) , waived by the Person entitled to receive such payment).

        “ Code ” means the Internal Revenue Code of 1986, and regulations promulgated thereunder.

        “ Commitment ”, as to each Bank, has the meaning specified in Section 2.1 . As of the date of this Agreement, the amount of the combined Commitments of all Banks is $125,000,000.

        “ Compliance Certificate ” means a certificate substantially in the form of Exhibit 6.2(a) .

        “ Consolidated Net Income ” means, for any period, the consolidated gross revenues of the Company and its Subsidiaries, less all operating and nonoperating expenses of the Company and its Subsidiaries, including all charges of a proper character (including current and deferred taxes on income, provision for taxes on income, provisions for taxes on unremitted foreign earnings which are included in consolidated gross revenues, and current additions to reserves), all determined in accordance with GAAP consistently applied, but not including in the computation thereof the amounts (including related expenses and any tax effect related thereto) resulting from (i) any gains or losses resulting from the sale, conversion or other disposition of capital assets ( i.e. , assets other than current assets), (ii) any gains or losses resulting from the reevaluation of assets, (iii) any gains or losses resulting from an acquisition by the Company or any of its Subsidiaries at a discount of any debt of the Company or any of its Subsidiaries, (iv) any equity of the Company or any of its Subsidiaries in the unremitted earnings of any Person which is not a Subsidiary, (v) any earnings of any Person acquired by the Company or any of its Subsidiaries through purchase, merger or consolidation or otherwise for any time prior to the date of acquisition, (vi) any deferred credit representing the excess of equity in any Subsidiary of the Company at the date of acquisition over the cost of the investment in such Subsidiary, (vii) any restoration to income of any reserve, except to the extent that provision for such reserve was made out of income accrued during such period, (viii) any net gain from the collection of life insurance policies, or (ix) any gain resulting from any other nonrecurring item.

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        “ Contingent Obligation ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Obligation shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

        “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its property is bound.

        “ Controlled Group ” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

        “ Conversion/Continuation Date ” means any date on which, under Section 2.5 , the Company (a) converts Loans of one Type to another Type, or (b) continues as Loans of the same Type, but with a new Interest Period, Loans having Interest Periods expiring on such date.

        “ Default ” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

        “ Dollars ”, “ dollars ” and “ $ ” each mean lawful money of the United States.

        “ Eligible Assignee ” means (i) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least $100,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having a combined capital and surplus of at least $100,000,000, provided that such bank is acting through a branch or agency located in the United States; (iii) a Person that is primarily engaged in the business of commercial banking and that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a Person of which a Bank is a Subsidiary; and (iv) any other Person agreed to by the Company and the Agent.

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        “ Environmental Claims ” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

        “ Environmental Laws ” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters.

        “ ERISA ” means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

        “ Eurodollar Reserve Percentage ” has the meaning specified in the definition of “Offshore Rate”.

        “ Event of Default ” means any of the events or circumstances specified in Section 8.1 .

        “ Exchange Act ” means the Securities and Exchange Act of 1934, and regulations promulgated thereunder.

        “ Facility Fee Rate ” means, at any time, the rate per annum determined in accordance with Schedule 1.1 .

        “ Federal Funds Rate ” means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, “H.15(5l9)”) on the preceding Business Day opposite the caption “Federal Funds (Effective)"; or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

        “ Fee Letter ” has the meaning specified in subsection 2.10(a) .

        “ FRB ” means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions.

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        “ Funded Debt ” means all Indebtedness for borrowed money (including obligations under Capital Leases and excluding Contingent Obligations with respect to Indebtedness of other Persons)

        “ GAAP ” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the Closing Date.

        “ 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 entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

        “ Indebtedness ” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms) (c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all obligations with respect to Capital Leases; (g) all net obligations with respect to Swap Contracts; (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (i) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above.

        “ Indemnified Liabilities ” has the meaning specified in Section 10.5 .

        “ Indemnified Person ” has the meaning specified in Section 10.5 .

        “ Independent Auditor ” has the meaning specified in subsection 6.1 (a) .

        “ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

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        “ Interest and Rental Expense ” means, for any period, all amounts recorded and deducted in computing the Company’s Consolidated Net Income for such period in respect of interest charges and expense and rental charges for such period (whether paid or accrued, or a cash or non-cash expense, and in the case of rental payments, including the full amount of those payments made under operating leases or synthetic leases, but only the imputed interest under Capital Leases).

        “ Interest Payment Date ” means, as to an Offshore Rate Loan, the last day of each Interest Period applicable to such Offshore Rate Loan and, as to any Base Rate Loan, the last day of each calendar quarter, provided , however , that if any Interest Period for an Offshore Rate Loan exceeds three months, the date that falls three months after the beginning of such Interest Period and after each Interest Payment Date thereafter is also an Interest Payment Date.

        “ Interest Period ” means, the period commencing on the Borrowing Date of an Offshore Rate Loan or on the Conversion/Continuation Date on which the Loan is converted into or continued as an Offshore Rate Loan, and ending on the date one, two, three or six months thereafter as selected by the Company in its Notice of Borrowing or Notice of Conversion/Continuation;

provided that:

        (i)    if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

        (ii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

        (iii)    no Interest Period shall extend beyond the Termination Date.

        “ Investment ” means any advance, loan, extension of credit or capital contribution to, or any investment in the capital stock or other equity interest, or debt securities or other obligations of, another Person or any contingent liability incurred for the benefit of another Person.

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

        “ Joint Venture ” means a single-purpose corporation, partnership, joint venture or other similar legal arrangement (whether created by contract or conducted through a separate legal entity) now or hereafter formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person.

        “ Lending Office ” means, as to any Bank, the office or offices of such Bank specified as its “Lending Office” or “Domestic Lending Office” or “Offshore Lending Office”, as the case may be, on Schedule 10.2 , or such other office or offices as such Bank may from time to time notify the Company and the Agent.

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        “ Lien ” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law), but not including the interest of a lessor under an operating lease.

        “ Loan ” means an extension of credit by a Bank to the Company under Article II, and may be a Base Rate Loan or an Offshore Rate Loan (each, a “ Type ” of Loan). Except where the context indicates otherwise, the term “Loan” shall include Swingline Loans made pursuant to Section 2.2.

        “ Loan Documents ” means this Agreement, any Notes, the Fee Letter, and all other documents delivered to the Agent or any Bank in connection herewith.

        “ Majority Banks ” means at any time Banks then holding in excess of 50% of the then aggregate unpaid principal amount of the Loans, or, if no such principal amount is then outstanding, Banks then having in excess of 50% of the Commitments.

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

        “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent) properties, condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company or any Subsidiary to perform under any Loan Document 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 any Subsidiary of any Loan Document.

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

        “ Note ” means a promissory note executed by the Company in favor of a Bank pursuant to subsection  2.3(b) , in substantially the form of Exhibit F .

        “ Notice of Borrowing ” means a notice in substantially the form of Exhibit A .

        “ Notice of Conversion/Continuation ” means a notice in substantially the form of Exhibit B .

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        “ Obligations ” means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the Company to any Bank, the Agent, or any Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

        “ Offshore Rate ” means, for any Interest Period, the rate of interest per annum (rounded upward to the next 1/16th of 1%) determined by the Agent as follows:

Offshore Rate =	LIBOR Rate
	1.00 - Eurodollar Reserve Percentage

Where,

        “ Eurodollar Reserve Percentage ” means for any day for any Interest Period the maximum reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day (whether or not applicable to any Bank) under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) ; and

        “ LIBOR Rate ” means for any Interest Period with respect to an Offshore Rate Loan, the per annum rate of interest determined by the Agent to be the arithmetic average (rounded upward, if necessary, to the nearest 1/16 of 1%) of the offered rates for deposits in United States Dollars for the applicable Interest Period which appear on the Telerate Screen Page 3750 (or such other page of Telerate or such other service on which the appropriate information may be displayed), on the electronic communications terminals in the Agent’s money center, as of 11 a.m., London time, on the applicable Borrowing Date (“Calculation Date”), except as provided below. If fewer than two offered rates appear for the applicable Interest Period or if the appropriate screen is not accessible as of such time, the term “LIBOR Rate” shall mean the per annum rate of interest determined by the Agent to be the average (rounded up, if necessary, to the nearest 1/16 of 1%) of the rates at which deposits in U.S. dollars are offered to the Agent by four major lenders in the London interbank market, as selected by the Agent (“Reference Lenders”), at approximately 11 a.m., London time, on the Calculation Date for the applicable Interest Period and in an amount equal to the principal amount of the applicable Offshore Rate Loan. The Agent will request the principal London office of each of such Reference Lenders to provide a quotation of its rate. If at least two such quotations are provided, the applicable rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the applicable rate will be the arithmetic mean of the rates quoted by major lenders in New York City, selected by the Agent, at approximately 11 a.m., New York City time, on the Calculation Date for loans in United States Dollars to leading European lenders for the applicable Interest Period and in an amount equal to the principal amount of the applicable Offshore Rate Loan.

        The Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage.

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        “ Offshore Rate Loan ” means a Loan that bears interest based on the Offshore Rate.

        “ Organization Documents ” means, for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation.

        “ Other Taxes ” means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

        “ Participant ” has the meaning specified in subsection 10.8(d) .

        “ 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 such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan), and to which the Company or any member of the Controlled Group may have any liability with respect to current or former employees of the Company or any member of the Controlled Group, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

        “ Permitted Liens ” has the meaning specified in Section 7.1 .

        “ Person ” means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

        “ Pro Rata Share ” means, as to any Bank at any time, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of such Bank’s Commitment divided by the combined Commitments of all Banks.

        “ Replacement Bank ” has the meaning specified in Section 3.7 .

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

        “ Responsible Officer ” means the chief executive officer or the president of the Company, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants, the chief financial officer or the treasurer of the Company, or any other officer having substantially the same authority and responsibility.

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        “ SEC ’ means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

        “ Senior Indebtedness ” means all Indebtedness of the Company for money borrowed which is not by its terms subordinated in right of payment to the payment of any other Indebtedness of the Company.

        “ Subsidiary ” of a Person means any corporation, association, partnership, joint venture or other business entity of which more than 50% of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Company.

        “ Surety Instruments ” means all letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.

        “ Swap Contract ” means any agreement (including any master agreement and any agreement, whether or not in writing, relating to any single transaction) that is an interest rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, forward foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement, cross-currency rate swap agreement, swaption, currency option or any other, similar agreement (including any option to enter into any of the foregoing).

        “ Swingline Lender ” has the meaning specified in Section 2.2.

        “ Swingline Loan ” has the meaning specified in Section 2.2.

        “ Taxes ” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Bank’s net income by the jurisdictions (or any political subdivision thereof) under the laws of which such Bank or the Agent, as the case may be, is organized or maintains a lending office.

        “ Termination Date ” means the earlier to occur of:

        (a)     April 30, 2009; and

        (b)     the date on which the Commitments terminate in accordance with the provisions of this Agreement.

        “ Total Capitalization ” means, as to any Person and as of any date, the sum of the shareholders’ equity of such Person, calculated in accordance with GAAP consistently applied, as shown on a balance sheet of such Person, plus the Funded Debt of such Person.

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        “ Type ” has the meaning specified in the definition of “ Loan ”.

        “ United States ” and “ U.S. ” each means the United States of America.

        “ Welfare Plan ” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA.

        “ Wholly-Owned Subsidiary ” means any corporation in which (other than directors’ qualifying shares required by law) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by the Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.

        1.2.     Other Interpretive Provisions .

        (a)     The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

        (b)     The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

        (c)     The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

        (d)     The term “including” is not limiting and means “including without limitation.”

        (e)     In the computation of periods of time from a specified 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.”

        (f)     Unless otherwise expressly provided herein: (i) 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; and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

        (g)     The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

        (h)     This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

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        (i)     This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agent, the Company and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Banks or the Agent merely because of the Agent’s or Banks’ involvement in their preparation.

        1.3.     Accounting Principles .

        (a)     Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied.

        (b)     References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company.

ARTICLE II
THE CREDITS

        2.1.     Amounts and Terms of Commitments .

        (a) Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a “ Loan ”) from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding, together with the principal amount of Loans outstanding in favor of such Bank at such time, the amount set forth next to such Bank’s name on Schedule 2.1 (such amount, as the same may be reduced or increased under Section 2.6 or as a result of one or more assignments under Section  10.8 , the Bank’s “ Commitment ”); provided , however , that, after giving effect to any Borrowing, the aggregate principal amount of all outstanding Loans shall not at any time exceed the combined Commitments. Within the limits of each Bank’s Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1 , prepay under Section 2.7 and reborrow under this Section 2.1 .

        2.2.     Swingline Loans .

        (a) From time to time prior to the Termination Date, the Company may obtain Swingline Loans (the “Swingline Loans”) from U.S. Bank National Association (in such capacity, the “Swingline Lender”) up to an aggregate amount of $5,000,000 at any time outstanding, repay such Swingline Loans and reborrow hereunder; provided , however , that the Swingline Lender shall not be obligated to advance any Swingline Loan if (i) any Default or Event of Default has occurred and is continuing or (ii) after giving effect thereto, the sum of the aggregate principal amount of all outstanding Loans would exceed the aggregate Commitment of all of the Banks.

        (b) In its sole and absolute discretion, the Swingline Lender may at any time after the occurrence and during the continuance of a Default or Event of Default, on behalf of the Company (which hereby irrevocably authorizes the Swingline Lender to act on its behalf for such purpose), request each Bank to make a Loan, on the date such request is made, in an amount equal to the product of: (i) the ratio of each Bank’s Commitment to the aggregate Commitment of all of the Banks; and (ii) the outstanding principal amount of the Swingline Loans (such product the “Swingline Commitment”). Each Bank shall make the proceeds of such requested Loan available to the Swingline Lender, in immediately available funds, at the office of the Swingline Lender specified herein before 11:00 A.M. (Milwaukee time) on the Business Day following the day such request is made. The proceeds of such Loans shall be immediately applied to repay the outstanding Swingline Loans.

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        (c)     If any Bank refuses or otherwise fails to make a Loan when requested by the Swingline Lender pursuant to Section 2.2(b) above, such Bank will, by the time and in the manner such Loan was to have been funded to the Swingline Lender, purchase from the Swingline Lender an undivided participating interest in the outstanding Swingline Loans in an amount equal to its Swingline Commitment. Each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its applicable pro rata percentage of each payment of principal received on the Swingline Loans and of interest received thereon accruing from the date such Bank funded to the Swingline Lender its participation in such Swingline Loans.

        2.3.     Loan Accounts .

        (a)     The Loans made by each Bank shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by the Agent and each Bank shall be conclusive absent manifest error of the amount of the Loans made by the Banks to the Company and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Loans.

        (b)     Upon the request of any Bank made through the Agent, the Loans made by such Bank may be evidenced by one or more Notes, instead of loan accounts. Each such Bank shall endorse on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by the Company with respect thereto. Each such Bank is irrevocably authorized by the Company to endorse its Note(s) and each Bank’s record shall be conclusive absent manifest error; provided , however , that the failure of a Bank to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the Company hereunder or under any such Note to such Bank.

        2.4.     Procedure for Borrowing .

        (a)     The Company shall request an advance hereunder by written notice or by telephonic notice confirmed by mail or by facsimile the same day (which notice will be irrevocable), to the Agent prior to 9:00 a.m. (Milwaukee time): (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate Loans. Each such request shall be substantially in the form of the Notice of Borrowing attached hereto as Exhibit 2.4, and each such request shall be effective upon receipt by the Agent and shall specify:

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        (A)     the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof;

        (B)     the requested Borrowing Date, which shall be a Business Day;

        (C)     the Type of Loans comprising the Borrowing; and

        (D)     the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months.

        (b)     The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

        (c)     Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 1:00 p.m. (Milwaukee time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Company of like funds as received by the Agent.

        (d)     After giving effect to any Borrowing, there may not be more than ten different Interest Periods in effect.

        2.5.     Conversion and Continuation Elections .

        (a)     The Company may, upon irrevocable written or telephonic notice (confirmed by mail or facsimile on the same day, if telephonic) to the Agent in accordance with subsection 2.5(b) :

(i)     elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or

(ii)     elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof);

provided , that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.

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        (b)     The Company shall give written or telephonic notice to be received by the Agent not later than 9:00 a.m. (Milwaukee time) at least: (i) two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying:

(A)     the proposed Conversion/Continuation Date;

(B)     the aggregate amount of Loans to be converted or renewed;

(C)     the Type of Loans resulting from the proposed conversion or continuation; and

(D)     in the case of conversions into or continuations of Offshore Rate Loans, the duration of the requested Interest Period.

Such written notice or written confirmation of telephonic notice shall be substantially in the form of the Notice of Conversion/Continuation attached hereto as Exhibit 2.5.

        (c)     If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.

        (d)     The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.

        (e)     Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

        (f)     After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

        2.6.     Changes in Aggregate Commitments .

        (a)     The Company may, upon not less than four Business Days’ prior notice to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; unless , after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then-outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. Once reduced in accordance with this Section 2.6 , the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. All accrued commitment fees to, but not including the effective date of any reduction or termination of Commitments, shall be paid on the effective date of such reduction or termination.

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        (b)     The Company may at any time and from time to time, but no more often than twice prior to the Termination Date, by means of a letter to the Agent substantially in the form of Exhibit 2.6(b) , request that the aggregate Commitments be increased by: (a) increasing the Commitment of one or more Banks which have agreed to such increase; and/or (b) adding one or more commercial banks or other Persons as a party hereto with a Commitment in an amount agreed to by any such commercial bank or other Person; providedthat (1) no commercial bank or other Person shall be added as a party hereto without the written consent of the Company and the Agent, (ii) no commercial bank or other Person shall be added as a party hereto unless the Commitment of such commercial bank or other Person equals or exceeds the lowest existing Commitment of an existing Bank immediately prior to any increase in the aggregate Commitments pursuant to this Section 2.6(b)  and (iii) in no event shall the aggregate Commitments exceed $175,000,000 without the written consent of all Banks; providedfurther , the aggregate Commitments shall not be increased pursuant to this Section 2.6(b) unless (i) the Company will be in pro forma compliance with all of its covenants under this Agreement before and after giving effect to any increase hereunder and (ii) no Default or Event of Default has occurred and is continuing or will result from any such increase hereunder. Any increase in the aggregate Commitments pursuant to this Section 2.6(b)  shall be effective five Business Days after the date on which the Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the Commitment of an existing Bank) or assumption letter in the form of Annex 2 to Exhibit G (in the case of the addition of a commercial bank or other Person as a new Bank). The Agent shall promptly notify the Company and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section 2.6(b)  and of the Commitment and Pro Rata Share of each Bank after giving effect thereto. The Company acknowledges that, in order to maintain Loans in accordance with each Bank’s Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase and funding of all or portions of Loans on the date of such increase (and any such prepayment or funding shall be subject to the provision of Section 3.4 ). The Agent shall promptly notify all Banks of any increase in the aggregate Commitments pursuant to this Section 2.6(b) .

        2.7.     Optional Prepayments .

        (a)     Subject to Section 3.4 , the Company may, at any time or from time to time, upon irrevocable notice to the Agent no later than 9:00 a.m. (Milwaukee time) on the date of prepayment, ratably prepay Loans in whole or in part, in minimum amounts of $1,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Agent will promptly notify each Bank of its receipt of any such notice, and of such Bank’s Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with any amounts required pursuant to Section 3.4 .

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        2.8.     Repayment . The Company shall repay to the Banks on the Termination Date the aggregate principal amount of Loans outstanding on such date.

        2.9.     Interest .

        (a)     Each Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the Offshore Rate or the Base Rate, as the case may be (and subject to the Company’s right to convert to other Types of Loans under Section 2.5 ), plus the Applicable Margin.

        (b)     Each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at: (i) a rate per annum equal to the Base Rate; or (ii) such rate per annum as is quoted by the Swingline Lender to the Company at the time such Swingline Loan is requested.

        (c)     Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid upon payment of the Loans in full on the Termination Date. During the existence of any Event of Default, interest shall be paid on demand of the Agent at the request or with the consent of the Majority Banks.

        (d)     Notwithstanding subsection (a) of this Section, while any Event of Default exists or after acceleration, the Company shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Loans, at a rate per annum which is determined by adding 2% per annum to the Applicable Margin then in effect for such Loans; provided , however , that, on and after the expiration of any Interest Period applicable to any Offshore Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Offshore Rate Loan shall, during the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus 2%.

        (e)     Anything herein to the contrary notwithstanding, the obligations of the Company to any Bank hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Bank would be contrary to the provisions of any law applicable to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Bank, and in such event the Company shall pay such Bank interest at the highest rate permitted by applicable law.

        2.10.     Fees .

        (a)     Agency Fee . The Company shall pay an agency fee to the Agent for the Agent’s own account, as required by the letter agreement (“Fee Letter”) between the Company and the Agent, dated April 30, 2004.

        (b)     Facility Fee . The Company shall pay to the Agent for the account of each Bank a facility fee on the Bank’s Commitment (regardless of usage), computed on a quarterly basis in arrears on the last day of each calendar quarter (March 31, June 30, September 30, or December 31), at a rate equal to the Facility Fee Rate. Such facility fee shall accrue from the date hereof through the Termination Date, and shall be due and payable quarterly on the last day of each calendar quarter commencing on June 30, 2004, with the final facility fee payment due and payable on the Termination Date; provided ; however , that, the facility fee payments due on June 30, 2004, and on the Termination Date, shall be calculated on the basis of the actual number of days elapsed since the date hereof, or the date of the prior facility fee payment, as applicable. The facility fees provided for in this subsection shall accrue at all times after the date hereof, including at any time during which one or more conditions in Article IV are not met.

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        2.11.     Computation of Fees and Interest .

        (a)     All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

        (b)     Each determination of an interest rate by the Agent shall be conclusive and binding on the Company and the Banks in the absence of manifest error.

        2.12.     Payments by the Company .

        (a)     All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Agent for the account of the Banks at the Agent’s Payment Office, and shall be made in dollars and in immediately available funds, no later than 2:00 p.m. (Milwaukee time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 2:00 p.m. (Milwaukee time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

        (b)     Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

        (c)     Unless the Agent receives notice from the Company prior to the date on which any payment is due to the Banks that the Company will not make such payment in full as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Company has not made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Bank until the date repaid.

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        2.13.     Payments by the Banks to the Agent .

        (a)     Unless the Agent receives notice from a Bank on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Bank will not make available as and when required hereunder to the Agent for the account of the Company the amount of that Bank’s Pro Rata Share of the Borrowing, the Agent may assume that each Bank has made such amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Company such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Company of such failure to fund and, upon demand by the Agent, the Company shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

        (b)     The failure of any Bank to make any Loan on any Borrowing Date shall not relieve any other Bank of any obligation hereunder to make a Loan on such Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on any Borrowing Date.

        2.14.     Sharing of Payments, Etc . If, other than as expressly provided elsewhere herein, any Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the oth