INDUCEMENT ORDER OF THE CITY OF BIDDEFORD, MAINE

DECLARING ITS OFFICIAL INTENT WITH RESPECT TO

STERLING ROPE COMPANYPROJECT

WHEREAS, Sterling Rope Company, Inc. and Morin Maine, LLC (each a “Company” and collectively, together with any other designee, the “Companies”), intend to finance a portion of the costs to acquire land, renovate, rehabilitate and equip an approximately 114,000 square foot manufacturing facility building (the “Project”), which Project is expected to be located at or about 26 Morin Street in the City of Biddeford, Maine; and

WHEREAS, the Companies intend to finance a portion of the costs of the Project with the proceeds of Revenue Obligation Securities (referred to as the Bonds, as defined in Section 1 below) issued by the City of Biddeford, Maine (the “Issuer”) as authorized under Title 10 of the Maine Revised Statutes; and

WHEREAS, certain costs of the Project may be paid by the Companies prior to the issuance of the Bonds (“original expenditures”); and

WHEREAS, the Issuer and the Companies desire that in the event the Issuer issues said Bonds, a portion of the proceeds will be applied to reimburse the Companies for such original expenditures; and

WHEREAS, Treasury Regulation § 1.150-2 requires that the Issuer adopt a Declaration of official intent to reimburse such original expenditures with proceeds of the Bonds;

NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BIDDEFORD, MAINE:

1 That the Companies and the Issuer anticipate that the Project will help to further the economic well-being of the Issuer and help preserve and better the living standards and health of the inhabitants of the Issuer and of the residents of York County.

2. That the Issuer, acting through its City Council, hereby evidences its present intent to issue the Issuer’s Revenue Obligation Securities in the aggregate principal amount not to exceed $3,300,000 (the “Bonds”) upon the conditions set forth herein and subject to the approval of the Finance Authority of Maine, the proceeds of which shall be loaned to one or both of the Companies to finance a portion of the costs of the Project, and further orders that the City Manager or his designee, including without limitation the Finance Director or the Treasurer (any of whom is referred to herein as an “Authorized Representative”), be and hereby is authorized to prepare and to submit to the Finance Authority of Maine on behalf of the Issuer, a municipal application or any amendment to a municipal application seeking approval for the issuance of such Bonds, and to take all such other steps as the an Authorized Representative may deem necessary, appropriate or convenient in order to obtain a certificate of approval from the Finance Authority of Maine pursuant to Section 1063 of Title 10 of the Maine Revised Statutes, and to ratify and confirm any prior action taken by the an Authorized Representative in furtherance thereof.

3. That the Issuer and the Companies reasonably expect to reimburse original expenditures made on the Project with the proceeds of the Bonds to be issued by the Issuer which Bonds, if issued, shall be issued in the maximum aggregate principal amount of $3,300,000.

4. That while this Inducement Order is intended to evidence the Issuer’s present intent to issue the Bonds and its initial, official action with respect thereto, the Issuer is not bound and will not be bound to issue such Bonds unless and until issuance of the Bonds have been duly approved by the Issuer’s City Council as required by applicable law and until the Bonds and all documents related thereto are in form satisfactory to the Officer(s) of the Issuer authorized to execute such Bonds and documents.

5. That the Bonds, if, as, and when issued, shall not directly or indirectly obligate the Issuer to levy or to pledge any form of taxation whatsoever therefor, or to make any appropriation for their payment and shall not constitute any debt or liability of the Issuer, or a pledge of the faith and credit of the Issuer, but shall be payable solely from revenues of the Project. Furthermore, the Company or Companies to whom the Issuer loans the proceeds of the Bonds shall be obligated to pay to the Issuer such sums as shall be sufficient to pay the principal of, premium, if any, and interest on such Bonds as and when the same shall become due and payable, pursuant to financing documents that will contain such provisions as may be required by law and as shall be mutually acceptable to the Issuer and the Company or Companies, as the case may be.

6. That this Inducement Order shall be maintained as a public record of the Issuer. This Order constitutes the Issuer’s declaration of official intent pursuant to Treasury Regulation § 1.150-2 evidencing its intent to reimburse original expenditures made by the Companies with respect to the Project described herein with the proceeds of the Bonds.

7. That this Order is adopted under the following conditions:

(a)  That the Companies release the Issuer from and agree to indemnify, hold harmless, and defend the Issuer, its officers, agents, and employees from any and all losses, claims, damages, liabilities, or expenses whatsoever, whether based on a tort, contractual, or other claim of any nature whatsoever including, but not limited to, any loss or damage to property or injury to or death of any persons, that arises out of the issuance or sale of the Bonds or the execution or performance of any of the financing documents or the acquisition, construction, or operation of the Project or the failure of the Companies to perform any of its obligations relating to the Project, and

(b)  That the Companies further agree to pay promptly, upon receipt of an invoice, bill, or other evidence of an expense incurred, any and all reasonable and necessary out-of-pocket expenses, including attorneys’ fees, that the Issuer may have incurred with respect to the Bonds, whether or not the said Bonds are issued and the an Authorized Representative is authorized and directed to enter into an agreement on behalf of the City and with the Company or Companies, as the case may be, to carry out this subsection.

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{W0471818.1}