Source of Funds -- ERISA. Each of the Banks hereby severally (and not jointly) represents to the Borrower that no part of the funds to be used by such Bank to fund the Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by such Bank in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.
Source of Funds -- ERISA. Each of the Banks hereby severally (and not jointly) represents to the Borrower that no part of the funds to be used by such Bank to fund the Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by such Bank in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. [Signatures are contained on the following pages.]
Source of Funds -- ERISA. You further represent and warrant that either: (a) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406 of ERISA; or (c) all or part of such funds constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans, whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase, and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party- in-interest nor are the Bonds employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (c), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in this Section 1.5, the terms "separate account," "party-in- interest," "employer securities" and "employee benefit plan" shall have the respective meanings assigned to them in ERISA. If, as contemplated in the foregoing clause (c), you are purchasing Bonds for one or more separate accounts maintained by you, and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account, and the Company acknowledges and agrees that for all purposes of this Agreement, each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid.
Source of Funds -- ERISA. Each of VFCC and the Liquidity Banks hereby severally (and not jointly) represents to the Borrower that no part of the funds to be used by it to fund the Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by it in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms “employee benefit plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA. <signature pages follow>
Source of Funds -- ERISA. The Lender hereby represents to ------------------------ the Borrower that no part of the funds to be used by the Lender to fund the Revolving Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by the Lender in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.
Source of Funds -- ERISA. Each of Blue Ridge and the Liquidity Banks hereby severally (and not jointly) represents to Borrower that no part of the funds to be used by it to fund the Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by it in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.
Source of Funds -- ERISA. EXHIBIT A-1 Form of Amended and Restated Dollar Loan Note EXHIBIT A-2 Form of Amended and Restated Foreign Currency Loan Note EXHIBIT B Form of Opinion of Counsel for the Borrower and the Guarantors EXHIBIT C Form of Opinion of Special Counsel for the Agent EXHIBIT D Form of Notice of Borrowing EXHIBIT E Form of Assignment and Acceptance EXHIBIT F Form of Compliance Certificate EXHIBIT G Form of Closing Certificate EXHIBIT H Form of Officer's Certificate EXHIBIT I Form of Amended and Restated Subsidiary Guaranty EXHIBIT J Form of Amended and Restated Contribution Agreement EXHIBIT K Form of Amended and Restated Stock Pledge Agreement EXHIBIT L Form of Amended and Restated Intercompany Note Pledge Agreement EXHIBIT M Form of Mortgage EXHIBIT N Form of Security Agreement EXHIBIT O Form of Hazardous Materials Indemnity Agreement EXHIBIT P Form of UK Holdco Subordinated Indemnification Agreement Schedule 1.01 Material Subsidiaries Schedule 4.08 Subsidiaries Schedule 4.14 Environmental Matters Schedule 5.16 Existing Loans and Advances Schedule 5.17 Existing Investments Schedule 5.18 Existing Liens Schedule 5.23 Existing Subsidiary Debt Schedule 5.26 Schedule of Designated Real Property APPENDIX 1 Form of GVCC Joinder Agreement APPENDIX 2 Form of opinion of counsel to GVCC regarding GVCC Joinder Agreement AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 14, 2001, between GERBER SCIENTIFIC, INC., a Connecticut corporation, the BANKS listed on the signature pages hereof and WACHOVIA BANK, N.A., as Agent. This Amended and Restated Credit Agreement is an amendment and restatement of the Credit Agreement by and among the Borrower, WACHOVIA BANK, N.A, as Agent (the "Agent") and WACHOVIA BANK, N.A., FLEET NATIONAL BANK, ABN AMRO BANK N.V., FIRST UNION NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK, BNP PARIBAS (as successor to Banque Nationale De Paris), THE CHASE MANHATTAN BANK, MELLON BANK, N.A. and CITIZENS XXXX XF MASSACHUSETTS (collectively, the "Banks"), dated as of May 15, 1998, as amended by First Amendment to Credit Agreement dated as of August 15, 2000 (collectively, the "Original Agreement"), which is superseded hereby; The parties hereto agree as follows: DEFINITIONS
Source of Funds -- ERISA. Each of the Banks hereby severally (and not jointly) represents to the Borrower that no part of the funds to be used by such Bank to fund the Syndicated Loans and Money Market Loans hereunder from time to time constitutes (i) assets allocated to any separate
Source of Funds -- ERISA. Each of the Lenders hereby severally (and not jointly) represents to Lessor that no part of the funds to be used by such Lender to fund any Tender Advance made by it or its funding with respect to any Letter of Credit hereunder from time to time constitutes (i) assets allocated to any separate account maintained by such Lender in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.
Source of Funds -- ERISA. Each of the Lenders hereby severally (and not jointly) represents to the Borrower that no part of the funds to be used by such Lender to fund the Loans hereunder from time to time constitutes (i) assets allocated to any separate account maintained by such Lender in which any employee benefit plan (or its related trust) has any interest nor (ii) any other assets of any employee benefit plan. As used in this Section, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
