Common use of WAIVER OF JURY TRIAL, ETC Clause in Contracts

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDACOOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATECOUNTY, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | /X/ See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for NoticesNotice: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx6201 Xxxxxxxx Xxxx Xxxx --------------------------------- THE ARNOXX XXXXXX XXXF COMPANY Ooltxxxx, XX 00000 Attention: -------------------- -------------------------------- --------------------------------- By: /s/ Jean Georxx X. Xxxxxx ---------------------------- Jean X. Xxxxxx XxxleXxxxxxx Attention: Corporate Accounts ManagerDavix Xxxxx ----------------------------- --------------------------------- Title: President Attention: -------------------------- ----------------------- DATED AS OF DECEMBER 30, 1996, EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "Borrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender").

WAIVER OF JURY TRIAL, ETC. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS SITES WITHIN OR JURISDICTION OVER THE STATE OF FLORIDAILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. To the maximum extent permitted by reference. Lender applicable law, Secured Party is hereby authorized by Borrower Pledgor without notice to Borrower Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document Related Document to conform to the terms upon which of the Loan(s) transaction and/or understanding evidenced hereby are or may be madehereby, for which purpose Lender Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of RevenueTRI FINANCE INC. Certificate of Registration No. By: _______. Address for Notices________________________ Name: SUN HYDRAULICS CORPORATIONBarry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- N.A. By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle_______________________________ Name: Corporate Accounts ManagerChris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Pledgor"), with an office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxxxx xx XXXX XX XXXXXXX, X.A., a national banking corporation, as secured party (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AGREES THATWAIVE ANY RIGHT TO TRIAL BY JURY. THE BORROWER FURTHER WAIVES ANY RIGHTS OF SETOFF, SUBJECT AND THE RIGHT TO LENDER'S SOLE IMPOSE COUNTERCLAIMS (OTHER THAN THOSE RIGHTS OF SETOFF AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS COUNTERCLAIMS ARISING SOLELY AND DIRECTLY FROM THE FILM OR OTHER PROCEEDINGS THIS AGREEMENT) IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS OR IN CONNECTION WITH THIS NOTE THE COLLATERAL, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT HERETO OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHTHERETO, OR TO ANY OTHER CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMOR DISPUTE HOWSOEVER ARISING, BETWEEN THE BORROWER AND THE LENDER). | | See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill Each of the parties expressly agrees that service of process in any blank spaces judicial or other proceeding (including proceedings to judicially confirm any arbitration award) may be made in accordance with the provisions of Section 13.8 hereof and dates shall be deemed effective as provided therein. The parties hereto prefer that any dispute between them to be resolved pursuant to litigation be subject to a jury trial waiver as set forth in this Section 13.5. If, and strike inapplicable terms herein only if, a pre-dispute jury trial waiver and the provisions of Section 13.4 are unenforceable in litigation to resolve any such dispute, claim, cause of action or controversy under this Agreement or any other Loan Document (each, a “Claim”) in any related document to conform the venue where the Claim is being brought pursuant to the terms of this Agreement or the other Loan Documents, then, upon which the Loan(s) evidenced hereby are written request of a party, such Claim, including any and all questions of law or may be madefact relating thereto, for which purpose Lender shall be deemed determined exclusively by a judicial reference proceeding, with venue for any such reference proceeding to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law be in the amount state or federal court in the County or District where venue is appropriate under applicable law (the “Court”). The parties shall select a single neutral referee, who shall be a retired state or federal judge. If the parties cannot agree upon a referee within ten (10) days, the Court shall appoint the referee. The referee shall report a statement of $N/A has been paid or will be paid directly decision to the Department Court. Notwithstanding the foregoing, nothing in this section shall limit the right of Revenuea party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies (including without limitation, requests for temporary restraining orders, preliminary injunctions, writs of possession, writs of attachment, appointment of a receiver, or any orders that a court may issue to preserve the status quo, to prevent irreparable injury or to allow a party to enforce its liens and security interests). Certificate The parties shall bear the fees and expenses of Registration Nothe referee equally unless the referee orders otherwise. _______The referee also shall determine all issues relating to the applicability, interpretation, and enforceability of this Section 13.5. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts ManagerThe parties acknowledge that any Claim determined by reference pursuant to this Section 13.5 shall not be adjudicated by a jury.

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDACOOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATECOUNTY, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | /X/ See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) Loan evidenced hereby are is or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx THE ARNOXX XXXXXX XXXF COMPANY 6201 Mountain View ---------------------------------- ---------------------------------- By: /s/ Georxx X. Xxxxxxx x Xlorida Corporation SaraxxxxOoltxxxx, XX 00000 ------------------------------ ---------------------------------- Title: President Attention: -------------------- ByDavix Xxxxx ---------------------------- ---------------------------------- Attention: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager------------------------ 4 Rider to Term Note DATED AS OF DECEMBER 30, 1996, EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "Borrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender").

WAIVER OF JURY TRIAL, ETC. BORROWER DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDANEW YORK AND IN THE COUNTY OF MANHATTAN. BORROWER DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by referenceNO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be madeDEBTOR: THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. 1 By: JMD Delaware, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATIONIxx., 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- xxx xndividually but solely as Co-Xxxxtee By: /s/ Jean Eric Goodison ------------------------------- Name: Eric Goodisxx ------------------------------- Title: Vice Presidxxx ------------------------------- By: JJO Delaware, Inc., not individually but solely as Co-Trustee By: /s/ John J. O'Neil ------------------------------- Name: John J. O'Xxxx ------------------------------- Title: President ------------------------------- By: Cititrust (Jersey) Limited, not individually but solely as Co-Trustee By: /s/ Breege Jude /s/ Rob Vincent ------------------------------- ------------------------------- Name: Breege Jude Rob Vincent ------------------------------- ------------------------------- Title: Director Authorized signatory ------------------------------- ------------------------------- ACCEPTED: THE NORTHERN TRUST COMPANY By: /s/ Bradley E. Blevins ------------------------------- Print Name: Braxxxx X. Xxxxxx ---------------------------- Jean X. Xxxxxx XxxleXxxxxxx ------------------------------- Title: Corporate Accounts ManagerSenior Xxxx Xxxxxxxxx -------------------------------

WAIVER OF JURY TRIAL, ETC. BORROWER XXXXXXXX HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S LENDERS SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDACOOK COUNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATECOUNTY, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER XXXXXX IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) Loan evidenced hereby are is or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of RevenueAddress for Notices: ACADEMIC REVIEW, INC. Certificate of Registration No. 00 X. XXXXX STREET CHICAGO, ILLINOIS 60603 ATTENTION: XXXXXXX XXXXXXXXX BY:_______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager______________ XXXXXXX XXXXXXXXX

WAIVER OF JURY TRIAL, ETC. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS SITES WITHIN OR JURISDICTION OVER THE STATE OF FLORIDAILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. To the maximum extent permitted by reference. Lender applicable law, Secured Party is hereby authorized by Borrower Pledgor without notice to Borrower Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document Related Document to conform to the terms upon which of the Loan(s) transaction and/or understanding evidenced hereby are or may be madehereby, for which purpose Lender Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of RevenueTRI-CAPTIVE INSURANCE COMPANY, INC. Certificate of Registration No. By: _______. Address for Notices________________________ Name: SUN HYDRAULICS CORPORATIONBarry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- N.A. By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle_______________________________ Name: Corporate Accounts ManagerChris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by TRI-MASS INC., a Massachusetts corporation ("Pledgor"), with an office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxxxx xx XXXX XX XXXXXXX, X.A., a national banking corporation, as secured party (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | [ ] See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager.

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDACOOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATECOUNTY, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | [X] See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. The Arnoxx Xxxxxx Xxxf Company /s/ John X. Xxxxxx ------------------------------ By: ------------------------------ Title: --------------------------- Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx6201 Xxxxxxxx Xxxx Xxxx --------------------------------- Xxxxxxxx, XX 00000 --------------------------------- --------------------------------- Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts ManagerDavix Xxxxx ---------------------- DATED AS OF JUNE 12, 1998, EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "Borrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender")

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDACOOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF OR ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATECOUNTY, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | [X] See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) Loan evidenced hereby are is or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in The Arnoxx Xxxxxx Xxxf Company By: /s/ John X. Xxxxxx ----------------------------- Title: Chairman of the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Board ---------------------------- Address for Notices: SUN HYDRAULICS CORPORATION6201 Xxxxxxxx Xxxx Xxxx ----------------------------------- Xxxxxxxx, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX Xxxxxxxxx 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager-----------------------------------

WAIVER OF JURY TRIAL, ETC. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS SITES WITHIN OR JURISDICTION OVER THE STATE OF FLORIDAILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. To the maximum extent permitted by reference. Lender applicable law, Secured Party is hereby authorized by Borrower Pledgor without notice to Borrower Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document Related Document to conform to the terms upon which of the Loan(s) transaction and/or understanding evidenced hereby are or may be madehereby, for which purpose Lender Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. TOOTSIE ROLL BRANDS LLC By: _______. Address for Notices________________________ Name: SUN HYDRAULICS CORPORATIONBarry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- N.A. By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle_______________________________ Name: Corporate Accounts ManagerChris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by TRI FINANCE INC., a Delaware corporation ("Pledgor"), with an office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxxxx xx XXXX XX XXXXXXX, X.A., a national banking corporation, as secured party (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | [ ] See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $$ N/A ----- has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. __________. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- -------------------------- ------------------------------ Jean X. Xxxxxx Xxxle: Corporate Accounts Manager

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | [ ] See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _.______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- :______________________ By: /s/ Jean Richxxx X. Xxxxxx ---------------------------- Jean -------------------------- Richxxx X. Xxxxxx Xxxle: Corporate Accounts ManagerChief Financial Officer

WAIVER OF JURY TRIAL, ETC. BORROWER AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) THE AGENT HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDANEW YORK AND IN THE COUNTY OF MANHATTAN. BORROWER AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) THE AGENT HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by referenceNO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be madeBORROWER: JAFASA CONTINUED IRREVOCABLE TRUST By: JMD Delaware, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATIONInc., 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- not individually but solely as Trustee By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx XxxleJohn J. O'Neil Name: Corporate Accounts ManagerJohn J. O'Neil Title: Vice President ACCEXXXX: XXX XXXTHERN TRUSX XXXXXXX, xx Agent and a Lender By: /s/ Bradley Blevins Print Name: Bradley Blevins Title: Senior Vice Presixxxx XXXXXXXT BANK, as a Lxxxxx Xx: /x/ Margaret D'Angelo Print Name: Margaret D'Angelo Title: Senior Vice Pxxxxxxxx

WAIVER OF JURY TRIAL, ETC. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS SITES WITHIN OR JURISDICTION OVER THE STATE OF FLORIDAILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by reference. Lender applicable law, Secured Party is hereby authorized by Borrower Pledgor without notice to Borrower Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document Related Document to conform to the terms upon which of the Loan(s) transaction and/or understanding evidenced hereby are or may be madehereby, for which purpose Lender Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of RevenueTRI-MASS INC. Certificate of Registration No. By: _______. Address for Notices________________________ Name: SUN HYDRAULICS Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxxa Delaware corporation ("C.G.C. Corporation"), XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts ManagerC.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. BORROWER THE DEBTOR AND THE SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT AGREE TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR OTHER PROCEEDINGS WITH RESPECT TO, CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY ANF ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE DEBTOR HEREBY ALSO WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON A CLAIMS OF LACHES SET-OF OR ANY COUNTER-CLAIM NATURE AND ANY OBJECTION BASED UPON FORUM NON CONVENIENS OR VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE DEBTOR AND THE SECURED PARTY EACH ACKNOWLEDGE THAT THESE WAIVERS ARE A MATERIAL INDUCEMENT FOR THE DEBTOR AND THE SECURED PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT THE DEBTOR AND THE SECURED PARTY HAVE ALREADY RELIED ON SUCH WAIVERS ARE ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS. THE DEBTOR AND THE SECURED PARTY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY MAKE SUCH WAIVERS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THESE WAIVERS ARE IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATEWRITING, AND HEREBY IRREVOCABLY WAIVES THE WAIVERS SHALL APPLY TO ANY RIGHT IT SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY HAVE BE FILED AS A WRITTEN CONSENT TO REQUEST OR DEMAND A TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts ManagerCOURT.

WAIVER OF JURY TRIAL, ETC. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE AGREEMENT OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS SITES WITHIN OR JURISDICTION OVER THE STATE OF FLORIDAILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. BORROWER PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENTS CONSENT AND SUBMITS SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPHSECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 37 To the maximum extent permitted by reference. Lender applicable law, Secured Party is hereby authorized by Borrower Pledgor without notice to Borrower Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document Related Document to conform to the terms upon which of the Loan(s) transaction and/or understanding evidenced hereby are or may be madehereby, for which purpose Lender Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of RevenueTOOTSIE ROLL INDUSTRIES, INC. Certificate of Registration No. By: _______. Address for Notices________________________ Name: SUN HYDRAULICS CORPORATIONBarry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- N.A. By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle_______________________________ Name: Corporate Accounts ManagerChris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by TOOTSIE ROLL BRANDS LLC, a Delaware corporation ("Pledgor"), with an office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxxxx xx XXXX XX XXXXXXX, X.A., a national banking corporation, as secured party (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT(a) THIS AGREEMENT SHALL BE GOVERNED BY, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTIONCONSTRUED IN ACCORDANCE WITH, ALL SUITS, ACTIONS THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR OTHER PROCEEDINGS WITH RESPECT TO, PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED THEREWITH, MAY BE INSTITUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE SUPREME COURT OF THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS NEW YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS GENERALLY (BUT NON-EXCLUSIVELY) TO THE JURISDICTION OF EACH SUCH COURT. THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY LOCAL, STATE AND ALL PROCESS IN ANY SUCH ACTION OR FEDERAL COURT LOCATED PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO. EACH DESIGNATED BORROWER HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR HAVING JURISDICTION OVER PROCEEDING BROUGHT IN NEW YORK MAY BE MADE UPON SUCH STATE, DESIGNATED BORROWER BY Credit Agreement ---------------- SERVICE UPON THE COMPANY AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES HEREOF AND EACH DESIGNATED BORROWER HEREBY IRREVOCABLY WAIVES APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT ("PROCESS AGENT") TO ACCEPT, ON BEHALF OF ITSELF AND ITS PROPERTY, SUCH SERVICE OF PROCESS IN NEW YORK. EACH OBLIGOR AGREES THAT A FINAL JUDGMENT IN ANY RIGHT SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OBLIGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR OTHER SUCH PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be madeEACH OBLIGOR FURTHER AGREES THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE ADMINISTRATIVE AGENT AND/OR ANY OF THE LENDERS SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts ManagerCOUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

WAIVER OF JURY TRIAL, ETC. BORROWER HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF FLORIDA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH STATE, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. | | / / See Rider attached hereto and incorporated herein by reference. Lender is hereby authorized by Borrower without notice to Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any related document to conform to the terms upon which the Loan(s) evidenced hereby are or may be made, for which purpose Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. Florida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No. _______. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: -------------------- By: /s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Corporate Accounts Manager.