Contract analysis

I. BACKGROUND A. The Proposed Acquisition The Borrower has informed the Administrative Agent that it proposes to consummate an acquisition (the "Proposed Acquisition") of substantially all of the assets of Pinnacle Metal Fabricators LLC, an Indiana limited liability company ("Pinnacle" or the "Target"), pursuant to that certain Asset Purchase Agreement dated as of September 5, 2023 (the "APA"), by and among the Borro

Section 7.04 of the Credit Agreement (Restrictions on Acquisitions) provides that the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consummate any acquisition, whether by purchase of assets, purchase of equity interests, merger, consolidation, or otherwise, in which the aggregate consideration (including, without limitation, cash, assumed liabilities, deferred purchase p

II. CONSENT A. Grant of Consent The Administrative Agent, acting at the direction and with the consent of the Required Lenders, having reviewed the Borrower's Consent Request and the supporting documentation provided in connection therewith (including, without limitation, the APA, the Borrower's pro forma compliance certificate dated September 22, 2023, audited and unaudited financial statements of the Target, summar

III. CONDITIONS TO CONSENT This consent shall become effective and operative only upon the satisfaction (or written waiver by the Administrative Agent) of each and every one of the following conditions precedent (collectively, the "Conditions Precedent"): A. Execution and Delivery of the APA The APA shall have been duly executed and delivered by all parties thereto, including the Borrower, Pinnacle, and each of the M

IV. LIMITATIONS AND RESERVATIONS A. Scope of Consent This consent is limited solely and exclusively to the Proposed Acquisition as specifically described herein and as consummated pursuant to the terms and conditions of the APA dated as of September 5, 2023. This consent shall not be deemed to constitute: (a) a consent to any other transaction, acquisition, disposition, merger, consolidation, investment, or other act

V. REPRESENTATIONS OF THE BORROWER By accepting this Consent Letter and executing the acknowledgment and acceptance set forth below, the Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows: (a) Accuracy of Information. All information, documents, financial statements, projections, and other materials provided by or on behalf of the Borrower to the Administrative Agen

VI. POST-CLOSING OBLIGATIONS Without limiting any other obligations of the Borrower under the Credit Agreement or any other Loan Document, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent each of the following within the time periods specified below: (a) Closing Certificate. Within five (5) Business Days after the closing of the Proposed Acquisition, a closing certificate of the Borro

VII. MISCELLANEOUS Governing Law. This Consent Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction), consistent with the governing law provision set forth in Section 11.14 of the Credit Agreement. Counterp