Section 8.2.6(2) of the Credit Agreement requires that the Loan Parties comply with certain conditions prior to making a Permitted Acquisition, including, but not limited to the following: (1) the Borrower shall demonstrate that it will be in Pro Forma Compliance with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio] for the four quarter period immediately after giving effect to such Permitted Acquisition by delivering at least five (5) Business Days prior to such Permitted Acquisition a calculation evidencing such compliance, except that for the sole purpose of measuring such Pro Forma Compliance, the maximum ratio set forth in Section 8.2.16 [Maximum Leverage Ratio] shall be deemed to be reduced by 0.25, and (2) the Borrower shall demonstrate that immediately after giving effect to such Permitted Acquisition that the amount of Availability shall not be less than $30,000,000. The Borrower intends to consummate the Freelandville Acquisition on the terms and conditions substantially similar to those contained in the Purchase Agreement and it has indicated that if it does so it will not be able to comply with the above conditions (the " Default Event "). The Borrower hereby requests that the Administrative Agent and the Lenders execute this Waiver to evidence their waiver of the Default Event and include the Freeland Acquisition as a Permitted Acquisition under the Credit Agreement. The Borrower further requests the consideration being paid in connection with the Freeland Acquisition be excluded from the restriction contained in Section 8.2.6(2)(vii) of the Credit Agreement (the " Waived Inclusion "). By signing below, the Lenders agree to waive the Default Event and agree to the Waived Inclusion so long as the Borrower complies with the remaining acquisition requirements of Section 8.2.6(2). Except as expressly waived hereby, the terms and provisions of the Credit Agreement remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Waiver shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any Potential Default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders' or Administrative Agent's rights and remedies (all of which are hereby reserved).