FIRST AMENDMENT AND WAIVER UNDER CREDIT AGREEMENT
This FIRST AMENDMENT AND WAIVER UNDER CREDIT AGREEMENT (the “ Amendment ”),
dated this 12 day of August, 2009, is by and among SL INDUSTRIES, INC., a New Jersey corporation (“ Parent
Borrower ”), the Subsidiaries of the Parent Borrower party hereto (each a “ Subsidiary Borrower ” and
collectively, the “ Subsidiary Borrowers ” and together with the Parent Borrower, each a “ Borrower ” and
collectively, the “ Borrowers ”), the lenders party hereto, being not less than the Majority Lenders (the “
Amendment Lenders ”), and BANK OF AMERICA, N.A., a national banking association (acting in its capacity as
administrative agent for the Lenders, the “ Agent ”).
A. Pursuant to that certain Amended and Restated Revolving Credit Agreement entered into as of
October 23, 2008, by and among the Borrowers, the Lenders, and the Administrative Agent (as amended,
modified, restated or otherwise supplemented from time to time, the “ Credit Agreement ”), the Lenders agreed,
inter alia , to extend to the Borrowers a revolving credit facility of Sixty Million Dollars ($60,000,000).
B. The Parent Borrower has advised the Agent that the Borrowers failed to meet, for the fiscal quarter
ending on June 30, 2009, the Interest Coverage Ratio of not less than 2:50 to 1:00 as of the end of each fiscal
quarter as set forth in Section 7.1(b) of the Credit Agreement, and as reported in the compliance certificate
delivered on August 10, 2009 and such failure resulted in an Event of Default under Section 10.1(d)(i) of the Credit
Agreement (the “ Specified Default ”).
C. The Borrowers have requested, and the Amendment Lenders have agreed, upon the terms and subject
to the conditions set forth herein, to: (i) waive the Specified Default; (ii) make certain amendments to the Interest
Coverage Ratio and calculation thereof; (iii) reduce the Commitment from $60,000,000 to $40,000,000;
(iv) increase the Commitment Fee Margin; and (v) make certain other amendment