exhibit4_1.htm


    Unpublished
CUSIP
Number:  [                   ]

    


    


    


    TERM LOAN
AGREEMENT

    


    dated as
of June 16, 2008

     

    among

     

    REGAL
BELOIT CORPORATION,

     

    VARIOUS
FINANCIAL INSTITUTIONS,

     

    U.S.
BANK, NATIONAL ASSOCIATION

    and

    WELLS
FARGO BANK, N.A.,

    as
Co-Documentation Agents,

    


    BANK OF
AMERICA, N.A.,

    as
Administrative Agent,

     

    


     

    and

     

    


     

    JPMORGAN
CHASE BANK, N.A.

     

    as
Syndication Agent

     

    


     

    


    


    J.P.
MORGAN SECURITIES INC

    and

    BANC OF
AMERICA SECURITIES LLC,

    Co-Lead
Arrangers and Joint Book Managers

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    TABLE OF CONTENTS

     

    
    

     

    
      	 	 	 	 Page


    

     

    
      	 SECTION
      1.	 	 DEFINITIONS	  
      1


    

     

    
      	 	 	 	 
	
               
      

            	
              1.1

            	
              Definitions 

            	
                
      1

            


    

     

    
      	
               
      

            	
              1.2

            	
              Other
      Interpretive Provisions 

            	
              11

            


    

     

    
      	
               
      SECTION 2.

            	
              COMMITMENTS
      OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;

            	12


    

     

    
      	
               
      

            	
              2.1

            	
              Amount
      and Terms of Commitments 

            	
              12

            


    

     

    
      	
               
      

            	
              2.2

            	
              Tranches
      and Groups of Loans 

            	
              12

            


    

     

    
      	
               
      

            	
              2.3

            	
              Borrowing
      Procedure 

            	
              12

            


    

     

    
      	
               
      

            	
              2.4

            	
              Conversion/Continuation
      Procedures 

            	
              12

            


    

     

    
      	
               
      

            	
              2.5

            	
              Commitments
      Several 

            	
              13

            


    

     

    
      	
               
      

            	
              2.6

            	
              Additional
      Loans 

            	
              13

            


    

     

    
      	
               
      SECTION 3.

            	
              REPAYMENT;
      EVIDENCE OF DEBT   

            	14


    

     

    
      	
               
      

            	
              3.1

            	
              Repayment 

            	
              14

            


    

     

    
      	
               
      

            	
              3.2

            	
              Bank
      Records 

            	
              14

            


    

     

    
      	
               
      SECTION 4.

            	
              INTEREST

            	14


    

     

    
      	
               
      

            	
              4.1

            	
              Interest
      on Loans 

            	
              14

            


    

     

    
      	
               
      

            	
              4.2

            	
              Interest
      Payment Dates 

            	
              14

            


    

     

    
      	
               
      

            	
              4.3

            	
              Setting
      and Notice of Eurodollar Rates 

            	
              14

            


    

     

    
      	
               
      

            	
              4.4

            	
              Computation
      of Interest 

            	
              15

            


    

     

    
      	
               
      SECTION 5.

            	
              FEES
      

            	15


    

     

    
      	
               
      

            	
              5.1

            	
              Up-Front
      Fees 

            	
              15

            


    

     

    
      	
               
      

            	
              5.2

            	
              Administrative
      Agent’s and Lead Arranger’s Fees 

            	
              15

            


    

     

    
      	
               
      SECTION 6.

            	
              REDUCTIONS
      IN COMMITMENT AMOUNT; PREPAYMENTS

            	15


    

     

    
      	
               
      

            	
              6.1

            	
              Voluntary
      Reduction or Termination of the
Commitments15

            


    

     

    
      	
               
      

            	
              6.2

            	
              Mandatory
      Termination of the Commitments 

            	
              15

            


    

     

    
      	
               
      

            	
              6.3

            	
              Prepayments 

            	
              15

            


    

     

    
      	
               
      SECTION 7.

            	
              MAKING
      AND PRORATION OF PAYMENTS; SETOFF; TAXES

            	15


    

     

    
      	
               
      

            	
              7.1

            	
              Making
      of Payments 

            	
              16

            


    

     

    
      	
               
      

            	
              7.2

            	
              Application
      of Certain Payments 

            	
              16

            


    

     

    
      	
               
      

            	
              7.3

            	
              Due
      Date Extension or Reduction 

            	
              16

            


    

     

    
      	
               
      

            	
              7.4

            	
              Failure
      to Make Payments 

            	
              16

            


    

     

    
      	
               
      

            	
              7.5

            	
              Setoff 

            	
              16

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.6

            	
              Proration
      of Payments 

            	
              17

            


    

     

    
      	
               
      

            	
              7.7

            	
              Taxes 

            	
              17

            


    

     

    
      	
               
      SECTION 8.

            	
              INCREASED
      COSTS; SPECIAL PROVISIONS FOR EURODOLLAR TRANCHES

            	 18


    

     

    
      	
               
      

            	
              8.1

            	
              Increased
      Costs 

            	
              18

            


    

     

    
      	
               
      

            	
              8.2

            	
              Inability
      to Determine Rates, etc 

            	
              19

            


    

     

    
      	
               
      

            	
              8.3

            	
               Changes
      in Law Rendering Eurodollar Lending Unlawful

            	 20


    

     

    
      	
               
      

            	
              8.4

            	
              Funding
      Losses 

            	
              20

            


    

     

    
      	
               
      

            	
              8.5

            	
              Right
      of Banks to Fund through Other Offices 

            	
              20

            


    

     

    
      	
               
      

            	
              8.6

            	
              Discretion
      of Banks as to Manner of Funding 

            	
              21

            


    

     

    
      	
               
      

            	
              8.7

            	
              Mitigation
      of Circumstances; Replacement of Affected Bank 

            	
              21

            


    

     

    
      	
               
      

            	
              8.8

            	
              Conclusiveness
      of Statements; Survival of Provisions 

            	
              21

            


    

     

    
      	
               
      SECTION 9.

            	
              REPRESENTATIONS
      AND WARRANTIES

            	 22


    

     

    
      	
               
      

            	
              9.1

            	
              Organization,
      etc 

            	
              22

            


    

     

    
      	
               
      

            	
              9.2

            	
              Authorization;
      No Conflict 

            	
              22

            


    

     

    
      	
               
      

            	
              9.3

            	
              Validity
      and Binding Nature 

            	
              22

            


    

     

    
      	
               
      

            	
              9.4

            	
              Financial
      Condition 

            	
              22

            


    

     

    
      	
               
      

            	
              9.5

            	
              No
      Material Adverse Change 

            	
              22

            


    

     

    
      	
               
      

            	
              9.6

            	
              Litigation
      and Contingent Liabilities 

            	
              22

            


    

     

    
      	
               
      

            	
              9.7

            	
              Ownership
      of Properties; Liens 

            	
              23

            


    

     

    
      	
               
      

            	
              9.8

            	
              Significant
      Subsidiaries 

            	
              23

            


    

     

    
      	
               
      

            	
              9.9

            	
              Pension
      Plans 

            	
              23

            


    

     

    
      	
               
      

            	
              9.10

            	
              Investment
      Company Act 

            	
               23

            


    

     

    
      	
               
      

            	
              9.11

            	
              Regulation
      U 

            	
              23

            


    

     

    
      	
               
      

            	
              9.12

            	
              Taxes 

            	
              24

            


    

     

    
      	
               
      

            	
              9.13

            	
              Environmental
      Matters 

            	
              24

            


    

     

    
      	
               
      

            	
              9.14

            	
              Information 

            	
              24

            


    

     

    
      	
               
      

            	
              9.15

            	
              No
      Default 

            	
              24

            


    

     

    
      	
               
      SECTION 10.

            	
              COVENANTS
      

            	 
      24


    

     

    
      	
               
      

            	
              10.1

            	
              Reports,
      Certificates and Other Information 

            	
              24

            


    

     

    
      	
               
      

            	
              10.2

            	
              Books,
      Records and Inspections 

            	
              27

            


    

     

    
      	
               
      

            	
              10.3

            	
              Insurance 

            	
              28

            


    

     

    
      	
               
      

            	
              10.4

            	
              Compliance
      with Laws; Payment of Taxes 

            	
              28

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              10.5

            	
              Maintenance
      of Existence, etc 

            	
              28

            


    

     

    
      	
               
      

            	
              10.6

            	
              Financial
      Covenants 

            	
              28

            


    

     

    
      	
               
      

            	
              10.7

            	
              Limitations
      on Debt 

            	
              29

            


    

     

    
      	
               
      

            	
              10.8

            	
              Liens 

            	
              30

            


    

     

    
      	
               
      

            	
              10.9

            	
              Mergers,
      Consolidations, Sales 

            	
              31

            
	 	 	 	 
	 	10.10    	Use
      of Proceeds	32
	 	 	 	 
	 	10.11	Further
      Assurances	32
	 	 	 	 
	 	10.12    	Transactions
      with Affiliates	32
	 	 	 	 
	 	10.13	Employee
      Benefit Plans	33
	 	 	 	 
	 	10.14	Environmental
      Laws	33
	 	 	 	 
	 	10.15	Inconsistent
      Agreements	33
	 	 	 	 
	 	10.16	Business
      Activities	34
	 	 	 	 
	 	10.17	Non-Guarantor
      Domestic Subsidiaries	34


    

     

    
    

    
    

    
      	
               
      SECTION 11.

            	
              CONDITIONS
      PRECEDENT TO LOANS

            	34


    

     

    
      	
               
      

            	
              11.1

            	
              Documents 

            	
              34

            


    

     

    
      	
               
      

            	
              11.2

            	
              Fees,
      etc 

            	
              35

            


    

     

    
      	
               
      

            	
              11.3

            	
              Accuracy
      of Representations and Warranties 

            	
              35

            


    

     

    
      	
               
      

            	
              11.4

            	
              No
      Default 

            	
              35

            


    

     

    
      	
               
      SECTION 12.

            	
              EVENTS
      OF DEFAULT AND THEIR EFFECT

            	35


    

     

    
      	
               
      

            	
              12.1

            	
              Events
      of Default 

            	
              35

            


    

     

    
      	
               
      

            	
              12.2

            	
              Effect
      of Event of Default 

            	
              37

            


    

     

    
      	
               
      SECTION 13.

            	
              THE
      ADMINISTRATIVE AGENT

            	38


    

     

    
      	
               
      

            	
              13.1

            	
              Appointment
      and Authority 

            	
              38

            


    

     

    
      	
               
      

            	
              13.2

            	
              Delegation
      of Duties 

            	
              38

            


    

     

    
      	
               
      

            	
              13.3

            	
              Liability
      of Administrative Agent 

            	
              38

            


    

     

    
      	
               
      

            	
              13.4

            	
              Reliance
      by Administrative Agent 

            	
              39

            


    

     

    
      	
               
      

            	
              13.5

            	
              Credit
      Decision 

            	
              40

            


    

     

    
      	
               
      

            	
              13.6

            	
              Indemnification 

            	
              40

            


    

     

    
      	
               
      

            	
              13.7

            	
              Administrative
      Agent in Individual Capacity 

            	
              40

            


    

     

    
      	
               
      

            	
              13.8

            	
              Resignation
      of Administrative Agent 

            	
              41

            


    

     

    
      	
               
      

            	
              13.9

            	
              Withholding
      Tax 

            	
               41

            
	 	 	 	 
	 	13.10	Guaranty
      Matters	 43
	 	 	 	 
	 	13.11	Administrative
      Agent May File Proofs of Claim	 43
	 	 	 	 
	 	13.12	Other
      Agents	 44


    

    
    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
      	
               
      SECTION 14.

            	
              GENERAL

            	44


    

     

    
      	
               
      

            	
              14.1

            	
              Waiver;
      Amendments 

            	
               44

            


    

     

    
      	
               
      

            	
              14.2

            	
              Counterparts 

            	
               45

            


    

     

    
      	
               
      

            	
              14.3

            	
              Notices 

            	
               45

            


    

     

    
      	
               
      

            	
              14.4

            	
              Computations 

            	
               45

            


    

     

    
      	
               
      

            	
              14.5

            	
              Regulation
      U 

            	
               46

            


    

     

    
      	
               
      

            	
              14.6

            	
              Costs,
      Expenses and Taxes 

            	
               46

            


    

     

    
      	
               
      

            	
              14.7

            	
              Captions 

            	
               46

            


    

     

    
      	
               
      

            	
              14.8

            	
              Successors
      and Assigns 

            	
               46

            


    

     

    
      	
               
      

            	
              14.9

            	
              Assignments;
      Participations 

            	
               46

            
	 	 	 	 
	 	14.10	Payments
      Set Aside	 48
	 	 	 	 
	 	14.11	Governing
      Law	 48
	 	 	 	 
	 	14.12	Idemnification
      by the Company	 49
	 	 	 	 
	 	14.13	Forum
      Selection and Consent to Jurisdiction	 49
	 	 	 	 
	 	14.14	Waiver
      of Jury Trial	 50
	 	 	 	 
	 	14.15	Confidentiallity	 50
	 	 	 	 
	 	14.16	USA
      PATRIOT Act Notice	 51
	 	 	 	 
	 	14.17	No
      Fiduciary or Implied Duties	 51
	 	 	 	 
	 	14.18	Intercreditor
      Agreement	 51


    

     

    
    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    SCHEDULES

     

    SCHEDULE
1.1                                           Pricing
Schedule

    SCHEDULE
2.1                                           Commitments
and Percentages

    SCHEDULE
9.6                                           Litigation
and Contingent Liabilities

    SCHEDULE
9.8                                           Significant
Subsidiaries

    SCHEDULE
9.13                                         Environmental
Matters

    SCHEDULE
10.7                                         Existing
Debt

    SCHEDULE
10.8                                         Existing
Liens

    SCHEDULE
10.9                                         Existing
Partnership and Joint Venture Investments

    SCHEDULE
14.3                                         Addresses
for Notices

     

    EXHIBITS

     

    EXHIBIT
A                                               
Form of Note (Section 3.1)

    EXHIBIT
B                                              
 Form of Compliance Certificate (Section 10.1.3)

    EXHIBIT
C                                           
    Form of Subsidiary Guaranty (Section 1)

    EXHIBIT
D                                        
       Form of Assignment Agreement (Section
14.9)

    EXHIBIT
E                                         
      Form of Increase Request (Section
6.1.2)

    
    


    
      
         


      

      
        i 


        
          

        

      

      
         


      

    


    TERM LOAN
AGREEMENT

     

    This TERM
LOAN AGREEMENT dated as of June 16, 2008 (this “Agreement”) is among
REGAL BELOIT CORPORATION, a Wisconsin corporation (the “Company”), various
financial institutions (together with their respective successors and assigns,
the “Banks”),
BANK OF AMERICA, N.A. (in its individual capacity, “Bank of America”), as
administrative agent, and JPMORGAN CHASE BANK, N.A., as syndication
agent.

     

    WHEREAS,
subject to the terms and conditions set forth herein, the Banks have agreed to
make term loans to the Company in an aggregate principal amount up to
$165,000,000.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    SECTION
1. DEFINITIONS.

     

    1.1 Definitions.  When
used herein the following terms shall have the following meanings:

     

    Acquisition means any
transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all of
the assets of a Person, or of all or substantially all of any business or
division of a Person, (b) the acquisition of in excess of 50% of the
capital stock, partnership interests, membership interests or equity of any
Person, or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than
a Person that is a Subsidiary) provided that the
Company or the Subsidiary is the surviving entity.

     

    Administrative Agent
means Bank of America in its capacity as administrative agent for the Banks
hereunder and any successor thereto in such capacity.

     

    Administrative
Questionnaire means an administrative questionnaire substantially in a
form supplied by the Administrative Agent.

     

    Affected Bank means
any Bank (a) that is a Non-Consenting Bank or (b) that has given notice to the
Company (which has not been rescinded) of (i) any obligation by the Company
to pay any amount pursuant to Section 7.7
or 8.1 or
(ii) the occurrence of any circumstances of the nature described in Section 8.2
or 8.3.

     

    Affiliate of any
Person means any other Person which, directly or indirectly, controls or is
controlled by or is under common control with such Person.

     

    Agent-Related Persons
means the Administrative Agent and any successor administrative agent arising
under Section
13.8, and the Related Parties of the foregoing.

     

    Agreement - see the
Preamble.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Assignee - see Section
14.9.1.

     

    Assignment Agreement
- see Section
14.9.1.

     

    Bank - see the Preamble.

     

    Bank of America - see
the Preamble.

     

    Base Rate means at
any time, the greater of (a) the Federal Funds Rate plus 0.5% and (b) the
Prime Rate.

     

    Base Rate
Tranche  - see Section
2.2.

     

    Borrower Materials -
see Section
10.1.

     

    Business Day means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized or required to be closed in Chicago, Illinois or Charlotte, North
Carolina and, if such day relates to a Eurodollar Tranche, means any such day on
which dealings in Dollar deposits are carried on in the applicable interbank
eurodollar market.

     

    Capital Lease means,
with respect to any Person, any lease of (or other agreement conveying the right
to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such
Person.

     

    Closing Date - see
Section
11.1

     

    Code means the
Internal Revenue Code of 1986.

     

    Commitment means, as
to any Bank, such Bank’s commitment to make a Loan hereunder.  The
amount of the Commitment of each Bank as in effect on the date of this Agreement
is set forth opposite such Bank’s name on Schedule
2.1.

     

    Commitment Amount
means $165,000,000, as such amount may be reduced from time to time pursuant to
Section 6 or
12.

     

    Company - see the
Preamble.

     

    Computation Period
means each period of four consecutive Fiscal Quarters ending on the last day of
a Fiscal Quarter.

     

    Consolidated Net
Income means, with respect to the Company and its Subsidiaries for any
period, the consolidated net income (or loss) of the Company and its
Subsidiaries for such period, excluding any
extraordinary gains or losses during such period and the amount for such period
of “minority interest in income, net of tax” (as such term is used in the
Company’s financial statements referred to in Section
9.4).

     

    Controlled Group
means all members of a controlled group of corporations and all members of a
controlled group of trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414 of the Code or Section 4001 of ERISA.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Debt of any Person
means, without duplication, (a) all indebtedness of such Person for borrowed
money, whether or not evidenced by bonds, debentures, notes or similar
instruments, (b) all obligations of such Person as lessee under Capital Leases
which have been or should be recorded as liabilities on a balance sheet of such
Person, (c) all obligations of such Person to pay the deferred purchase price of
property or services (excluding (i) trade and similar accounts payable and
accrued expenses in the ordinary course of business and (ii) accrued pension
costs and other employee benefit and compensation obligations arising in the
ordinary course of business), (d) all indebtedness secured by a Lien on the
property of such Person, whether or not such indebtedness shall have been
assumed by such Person (it being understood that if such Person has not assumed
or otherwise become personally liable for any such indebtedness, the amount of
the Debt of such Person in connection therewith shall be limited to the lesser
of the face amount of such indebtedness or the fair market value of all property
of such Person securing such indebtedness), (e) all obligations, contingent or
otherwise, with respect to the face amount of all letters of credit (whether or
not drawn) and banker’s acceptances issued for the account of such Person, (f)
all Securitization Obligations of such Person, to the extent such obligations
would be required to be included on the consolidated balance sheet of the
Company in accordance with GAAP, (g) the net obligations of such Person under
Hedging Agreements, (h) all Suretyship Liabilities of such Person and (i) all
Debt of any partnership in which such Person is a general
partner.  The amount of any net obligation under any Hedging Agreement
on any date shall be deemed to be the Swap Termination Value thereof as of such
date.  If any of the foregoing Debt is limited to recourse against a
particular asset or assets of such Person, the amount of the corresponding Debt
shall be equal to the lesser of the amount of such Debt and the fair market
value of such asset or assets at the date for determination of the amount of
such Debt.  The amount of Debt of the Company and its Subsidiaries
hereunder shall be calculated without duplication of Suretyship Liabilities of
the Company or any Subsidiary in respect thereof.  “Debt” shall not
include (1) indebtedness owing to the Company by any Subsidiary or indebtedness
owing to any Subsidiary by the Company or another Subsidiary, (2) any customary
earnout or holdback in connection with Acquisitions permitted hereunder, (3) any
obligations of the Company or its Subsidiaries in respect of customer advances
received and held in the ordinary course of business or (4) performance bonds or
performance guaranties (or bank guaranties or letters of credit in lieu thereof)
entered into in the ordinary course of business.

     

    Dollar and the sign
“$” mean lawful
money of the United States of America.

     

    Domestic Subsidiary
means a Subsidiary organized under the laws of (a) the United States or any
political subdivision thereof, or any agency, department or instrumentality
thereof, or (b) any state of the United States.

     

    EBITDA means, for any
period, Consolidated Net Income for such period plus, to the extent deducted in
determining such Consolidated Net Income but without duplication, Interest
Expense, interest or similar costs and expenses relating to Permitted
Securitizations, income tax expense, depreciation and amortization for such
period; provided that EBITDA
for each relevant period shall be calculated giving effect on a pro forma basis to
acquisitions and dispositions consummated during such period (assuming, for
purposes of such pro forma calculation,
that the consummation of each such acquisition or disposition occurred on the
first day of such period).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Environmental Claims
means all claims, however asserted, by any governmental, regulatory or judicial
authority or other Person alleging potential liability or responsibility for
violation of any Environmental Law, or for release of Hazardous Substances or
injury to the environment.

     

    Environmental Laws
means all federal, state or local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders,
directed and enforceable duties, licenses, authorizations and permits of, and
agreements with, any governmental authority, in each case relating to
environmental matters.

     

    ERISA means the
Employee Retirement Income Security Act of 1974.

     

    Eurocurrency Reserve
Percentage means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Bank, under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding
Eurodollar Tranche shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.

     

    Eurodollar Margin -
see Schedule
1.1.

     

    Eurodollar Office
means with respect to any Bank the office or offices of such Bank which shall be
making or maintaining the Eurodollar Tranches of such Bank hereunder or, if
applicable, such other office or offices through which such Bank determines the
Eurodollar Rate.  A Eurodollar Office of any Bank may be, at the
option of such Bank, either a domestic or foreign office.

     

    Eurodollar Rate
means, for any Interest Period with respect to a Eurodollar Tranche, the rate
per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period, for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurodollar Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars (for delivery on the first day of such Interest Period) in immediately
available funds in the approximate amount of the Eurodollar Tranche being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch to major
banks in the London interbank market for such currency at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Eurodollar Rate (Reserve
Adjusted) means, with respect to any Eurodollar Tranche for any Interest
Period, a rate per annum determined pursuant to the following
formula:

     

    Eurodollar
Rate (Reserve
Adjusted)                                                                           =
                    Eurodollar
Rate      

     

              1-
Eurocurrency Reserve Percentage

     

    Eurodollar Tranche -
see Section
2.2.

     

    Event of Default
means any of the events described in Section
12.1.

     

    Executive Officer
means the chief financial officer, the chief executive officer, the president or
any vice president of the Company.

     

    Exemption
Representation - see Section
7.7.

     

    Existing Credit
Agreement means the Second Amended and Restated Credit Agreement dated as
of April 30, 2007 among the Company, various financial institutions and Bank of
America, as administrative agent.

     

    Federal Funds Rate
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

     

    Fiscal Quarter means
a fiscal quarter of a Fiscal Year.

     

    Fiscal Year means the
fiscal year of the Company and its Subsidiaries, which period shall be the 52-
or 53-week fiscal year ending on the Saturday closest to December 31 of each
year.

     

    Foreign Subsidiary
means each Subsidiary of the Company other than any Domestic
Subsidiary.

     

    FRB means the Board
of Governors of the Federal Reserve System or any successor
thereto.

     

    Funded Debt means all
Debt of the Company and its Subsidiaries, excluding (i) contingent obligations
in respect of undrawn letters of credit and Suretyship Liabilities (except, in
each case, to the extent constituting Suretyship Liabilities in respect of Debt
of a Person other than the Company or any Subsidiary), (ii) Hedging Obligations,
(iii) Securitization Obligations to the extent such obligations would not be
required to be included on the consolidated balance sheet of the Company in
accordance with GAAP and (iv) Debt of the type described in clause (c) of the
definition thereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Funded Debt to EBITDA
Ratio means, for any Computation Period, the ratio of (i) Funded Debt as
of the last day of such Computation Period to (ii) EBITDA for such Computation
Period.

     

    GAAP means generally
accepted accounting principles set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable
stature and authority within the U.S. accounting profession), which are
applicable to the circumstances as of the date of determination; provided that, with
respect to the financial statements of Foreign Subsidiaries (except to the
extent included in the consolidated financial statements of the Company), “GAAP”
shall mean the generally accepted accounting principles in the relevant foreign
jurisdiction which are set forth from time to time in the opinions and
pronouncements of the applicable accounting standards board (or similar agency)
of such foreign jurisdiction which are applicable to the circumstances as of the
date of determination.

     

    Governmental
Authority means (a) any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing, and (b) the National
Association of Insurance Commissioners.

     

    Group - see Section
2.2.

     

    Hazardous Substances
means any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous
substance as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as
defined by 42 U.S.C. §9601(33) or any toxic substance, oil or hazardous material
or other chemical or substance regulated by any Environmental Law, excluding
household hazardous waste.

     

    Hedging Agreement
means any interest rate, currency or commodity swap agreement, cap agreement or
collar agreement, and any other agreement or arrangement designed to protect
against fluctuations in interest rates, currency exchange rates or commodity
prices.

     

    Hedging Obligations
means, with respect to any Person, all liabilities of such Person under Hedging
Agreements.

     

    Intercreditor
Agreement means the Intercreditor Agreement dated August 23, 2007 among
various creditors of the Company and certain of the Company’s subsidiaries and
Bank of America, N.A., as Designated Agent (as defined therein).

     

    Interest Coverage
Ratio means, for any Computation Period, the ratio of (a) EBITDA for such
Computation Period to (b) Interest Expense for such Computation
Period.

     

    Interest Expense
means, for any Computation Period, the consolidated interest expense of the
Company and its Subsidiaries for such Computation Period.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Interest Period
means, for any Eurodollar Group, the period commencing on the Closing Date (if
applicable), or on the date that such Group is continued as, or converted into,
a Eurodollar Tranche and ending on the date one, two, three or six months
thereafter (or such other period as the Company may request and all Banks may
agree) as selected by the Company pursuant to Section 2.3 or 2.4; provided
that:

     

    (i) if any
Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the following Business Day unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the preceding
Business Day;

     

    (ii) any
Interest Period that begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period shall
end on the last Business Day of the calendar month at the end of such Interest
Period; and

     

    (iii) the
Company may not select any Interest Period that would extend beyond the
scheduled Maturity Date.

     

    IRS means the
Internal Revenue Service, and any Governmental Authority succeeding to any of
its principal functions under the Code.

     

    Lead Arrangers means
J.P. Morgan Securities Inc. and Banc of America Securities LLC in such capacity
as the co-arrangers of, and joint book managers for, the facilities
hereunder.

     

    Lien means, with
respect to any Person, any interest granted by such Person in any real or
personal property, asset or other right owned or being purchased or acquired by
such Person which secures payment or performance of any obligation and shall
include any mortgage, lien, encumbrance, charge or other security interest of
any kind, whether arising by contract, as a matter of law, by judicial process
or otherwise, excluding the interest of a lessor under an operating
lease.

     

    Loan - see Section
2.1.

     

    Loan Document means
this Agreement, the Notes and the Subsidiary Guaranty.

     

    Loan Parties means
the Company and the Subsidiary Guarantors, and Loan Party means any
of them.

     

    Margin Stock means
any “margin stock” as defined in Regulation U of the FRB.

     

    Material Adverse
Effect means (a) a material adverse change in, or a material adverse
effect upon, the business, assets, liabilities (actual or contingent),
operations or condition (financial or otherwise) of the Company and its
Subsidiaries taken as a whole or (b) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Company or any
other Loan Party of any Loan Document.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Maturity Date means
the earlier to occur of (a) June 16, 2013 and (b) such other date on which
the obligations of the Company hereunder become due and payable accordance with
Section
12.01.

     

    Multiemployer Pension
Plan means a multiemployer plan, as such term is defined in Section
4001(a)(3) of ERISA, and to which the Company or any member of the Controlled
Group may have any liability.

     

    Net Cash Proceeds
means, with respect to any sale of assets, the aggregate cash proceeds
(including cash proceeds received by way of deferred payment of principal
pursuant to a note, installment receivable or otherwise, but only as and when
received) received by the Company or any Subsidiary pursuant to such sale, net
of (a) the direct costs relating to such sale (including sales commissions and
legal, accounting and investment banking fees), (b) taxes paid or reasonably
estimated by the Company to be payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements), (c) the amount of any reserve established in accordance with GAAP
in respect of (i) the sale price of the asset subject to such sale or (ii)
liabilities associated with such asset that are retained by the Company or such
Subsidiary and (d) amounts required to be applied to the repayment of any Debt
secured by a Lien on the asset subject to such sale.

     

    Non-Consenting Bank -
see Section
14.1.

     

    Note - see Section
3.1.

     

    Participant - see
Section
14.9.2.

     

    PBGC means the
Pension Benefit Guaranty Corporation and any entity succeeding to any or all of
its functions under ERISA.

     

    Pension Plan means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than a Multiemployer Pension Plan), and to
which the Company or any member of the Controlled Group may have any liability,
including any liability by reason of having been a substantial employer within
the meaning of Section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under Section
4069 of ERISA.

     

    Percentage means, as
to any Bank, the percentage that (a) the Commitment of such Bank (or, after
termination of the Commitments, the principal amount of such Bank’s Loan) is of
(b) the aggregate amount of the Commitments (or after termination of the
Commitments, the aggregate principal amount of all Loans.  The
Percentage of each Bank as in effect on the date of this Agreement is set forth
opposite such Bank’s name on Schedule
2.1.

     

    Permitted Acquisition
means any Acquisition by the Company or a Subsidiary which satisfies each of the
following requirements: (a) no Event of Default or Unmatured Event of Default
has occurred and is continuing at the time of, or will result from, such
Acquisition; (b) the Person to be acquired is in, or the assets to be acquired
are for use in, the same or a similar line of business as the Company and its
Subsidiaries or a reasonable extension thereof; (c) if the aggregate
consideration to be paid by the Company and its Subsidiaries in connection with
such Acquisition (including Debt assumed, but excluding capital stock of the
Company or any Subsidiary) exceeds $100,000,000, the Company shall have
delivered to the Administrative Agent a certificate demonstrating that, after
giving effect to such Acquisition, the Company will be in pro forma compliance
with the covenants in Section 10.6; and (d)
in the case of the Acquisition of a Person, the Board of Directors (or
equivalent governing body) of the Person being acquired shall have approved such
Acquisition.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Permitted
Securitization means any program providing for (a) the sale, contribution
and/or transfer to a Securitization Subsidiary, in one or more related and
substantially concurrent transactions, of accounts receivable, general
intangibles, chattel paper or other financial assets (including rights in
respect of capitalized leases) and related rights of the Company or any
Subsidiary in transactions intended to constitute (and opined by
nationally-recognized outside legal counsel in connection therewith to
constitute) true sales or true contributions to such Securitization Subsidiary
and (b) the provision of financing secured by the assets so sold, whether in the
form of secured loans or the acquisition of undivided interests in such
assets.

     

    Person means any
natural person, corporation, partnership, trust, limited liability company,
association, governmental authority or unit, or other entity, whether acting in
an individual, fiduciary or other capacity.

     

    Prime Rate means, for
any day, the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its “prime rate”.  (The “prime
rate” is a rate set by Bank of America based upon various factors, including
Bank of America’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above or below such announced rate.)  Any change in
the “prime rate” announced by Bank of America shall take effect at the opening
of business on the day specified in the public announcement of such
change.

     

    Public Bank - see
Section
10.1.

     

    Related Parties
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, trustees, agents and advisors of such Person and
of such Person’s Affiliates.

     

    Required Banks means
Banks having combined Percentages of more than 50%.

     

    SEC means the
Securities and Exchange Commission.

     

    Securitization
Obligations means the aggregate investment or claim (as opposed to the
value of the underlying assets subject to the applicable Permitted
Securitization) held at any time by all purchasers, assignees or transferees of
(or of interests in), or holders of obligations that are supported or secured
by, accounts receivable, lease receivables and other rights to payment in
connection with Permitted Securitizations.

     

    Securitization
Subsidiary means (a) a special purpose, bankruptcy remote, directly
wholly-owned Subsidiary of the Company or (b) a special purpose, bankruptcy
remote, wholly-owned Subsidiary of any Subsidiary described in clause (a) which in
each case  is formed for the sole and exclusive purpose of engaging in
activities in connection with the purchase, contribution, transfer, sale and
financing of assets and related rights in connection with and pursuant to a
Permitted Securitization.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Significant
Subsidiary means, at any time, any Subsidiary having (a) assets with a
value not less than 10% of the total value of the consolidated assets of the
Company and its Subsidiaries, taken as a whole, or (b) revenues not less than
10% of the consolidated revenues of the Company and its Subsidiaries, taken as a
whole, for the most recently ended Computation Period.

     

    Subordinated Debt
means any Debt of the Company or any Foreign Subsidiary that (a) is subordinated
to the obligations of the Company and its Subsidiaries under the Loan Documents
in a manner approved in writing by the Required Banks and (b) has (i) no
amortization prior to the date that is at least 91 days after the scheduled
Maturity Date, (ii) financial covenants and events of default (and related
definitions) that are acceptable to the Required Banks and (iii) no limitation
on senior Debt (or any guaranty thereof) that is unacceptable to the Required
Banks.

     

    Subsidiary means,
with respect to any Person, a corporation, partnership, limited liability
company or other entity of which such Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares or other ownership
interests as have more than 50% of the ordinary voting power for the election of
directors or other managers of such entity.  Unless the context
otherwise requires, each reference to Subsidiaries herein shall be a reference
to Subsidiaries of the Company.

     

    Subsidiary Guarantor
means, at any time, each Subsidiary that has executed a counterpart of the
Subsidiary Guaranty at or prior to such time (or is required to execute a
counterpart of the Subsidiary Guaranty at such time), excluding any such Person
which has been released from its obligations under the Subsidiary Guaranty in
accordance with the terms hereof.

     

    Subsidiary Guaranty
means, collectively, the guaranty substantially in the form of Exhibit C issued by
the Subsidiary Guarantors.

     

    Suretyship Liability
means any agreement, undertaking or arrangement by which any Person guarantees,
endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to
supply funds to or otherwise to invest in a debtor, or otherwise to assure a
creditor against loss) any indebtedness, obligation or other liability of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person.  The amount of any Person’s obligation
in respect of any Suretyship Liability shall (subject to any limitation set
forth therein) be deemed to be equal to the lesser of (i) the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Suretyship Liability is incurred or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof,
and (ii) the stated amount of such Suretyship Liability.

     

    Swap Termination
Value means, in respect of any one or more Hedging Agreements, after
taking into account the effect of any legally enforceable netting agreement
relating to such Hedging Agreements, (a) for any date on or after the date such
Hedging Agreements have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Hedging Agreements,
as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedging Agreements (which
may include a Bank or any Affiliate of a Bank).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Syndication Agent
means J.P. Morgan Chase Bank, N.A. in its capacity as the sole and exclusive
syndication agent for the facility hereunder.

     

    Taxes - see Section
7.7.

     

    Tranche - see Section
2.2.

     

    Type of
Tranche means the characterization of a Tranche as a Base Rate
Tranche or a Eurodollar Tranche.

     

    Unmatured Event of
Default means any event that, if it continues uncured, will, with lapse
of time or notice or both, constitute an Event of Default.

     

    1.2 Other Interpretive
Provisions.  (a) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.

     

    (b) Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified.

     

    (c) (i)           The
term “including” is not limiting and means “including without
limitation.”

     

    (ii) In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”, and the word “through” means “to and
including.”

     

    (d) Unless
otherwise expressly provided herein, (i) references to agreements
(including this Agreement) and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to
the extent such amendments and other modifications are not prohibited by the
terms of any Loan Document, and (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting
such statute or regulation.

     

    (e) This
Agreement and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters.  All
such limitations, tests and measurements are independent and each shall be
performed in accordance with its terms.

     

    (f) This
Agreement and the other Loan Documents are the result of negotiations among and
have been reviewed by counsel to the Administrative Agent, the Company, the
Banks and the other parties thereto and are the products of all
parties.  Accordingly, they shall not be construed against the
Administrative Agent or the Banks merely because of the Administrative Agent’s
or the Banks’ involvement in their preparation.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (g) Any
reference to a particular time means such time in Chicago,
Illinois.

     

    SECTION
2. COMMITMENTS
OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;.

     

    2.1 Amount and Terms of
Commitments.  On and subject to the terms and conditions of
this Agreement, each Bank, severally and for itself alone, agrees to make a loan
to the Company (each such loan, a “Loan”) on the Closing
Date in the amount of such Bank’s Percentage of the aggregate amount of all
Loans requested by the Company.  Amounts borrowed under this Section 2.1 that are
repaid or prepaid by the Company may not be reborrowed.  

     

    2.2 Tranches and Groups of
Loans.  Each Bank’s Loan may be divided into tranches (each a
“Tranche”) that
bear interest based upon the Base Rate (a “Base Rate Tranche”)
or the Eurodollar Rate for a particular Interest Period (a “Eurodollar
Tranche”).  Tranches of the same Type and, in the case of
Eurodollar Tranches, having the same Interest Period are sometimes called “Groups”.  Multiple
Groups may be outstanding at the same time; provided that (a) not
more than three Eurodollar Groups shall be in effect at any time; (b) the
aggregate principal amount of each Group shall be at least $5,000,000 or a
higher integral multiple of $1,000,000; and (c) each Bank shall have a pro rata
share (according to its Percentage) of each Group.

     

    2.3 Borrowing
Procedure.  The Company shall give written notice or telephonic
notice (followed promptly by written confirmation thereof) to the Administrative
Agent of the proposed Closing Date not later than (a) if any portion of the
Loans initially is to be a Eurodollar Group, 10:00 a.m. at least two Business
Days prior to the Closing Date, and (b) otherwise, 12:00 (noon) on the Closing
Date.  Such notice shall be effective upon receipt by the
Administrative Agent, shall be irrevocable and shall specify (i) the proposed
Closing Date (which shall be a Business Day), (ii) the aggregate amount of Loans
requested, (iii) the type of Groups and, if more than one Group is requested,
the principal amount of each Group and (iv) in the case of a Eurodollar Group,
the initial Interest Period therefor.  Promptly upon receipt of such
notice, the Administrative Agent shall advise each Bank thereof.  Not
later than 2:00 p.m. on the Closing Date, each Bank shall provide the
Administrative Agent at the office specified by the Administrative Agent with
immediately available funds in the amount of such Bank’s Loan and, so long as
the Administrative Agent has not received written notice that the conditions
precedent set forth in Section 11 have
not been satisfied, the Administrative Agent shall promptly pay over the
requested amount to the Company.

     

    2.4 Conversion/Continuation
Procedures.  (a)  The Company shall give written or
telephonic (followed promptly by written confirmation thereof) notice to the
Administrative Agent of each proposed conversion or continuation not later than
(i) in the case of conversion into a Base Rate Group, 1:30 p.m. on the proposed
date of such conversion; and (ii) in the case of a conversion into or
continuation of a Eurodollar Group, 10:00 a.m. at least two Business Days prior
to the proposed date of such conversion or continuation.  Each such
notice shall specify (A) the proposed date of conversion or continuation; (B)
the Group (or, subject to subsection 2.2(b),
the relevant portion thereof) to be converted or continued; (C) the Type of
Group resulting from the proposed conversion or continuation; and (D) in the
case of conversion into, or continuation of, a Eurodollar Group, the duration of
the requested Interest Period therefor.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) If the
Company fails to give timely notice of the continuation of a Eurodollar Group,
then such Group shall convert to a Base Rate Group on the last day of the
applicable Interest Period therefor.

     

    (c) The
Administrative Agent will promptly notify each Bank of its receipt of a notice
of conversion or continuation pursuant to this Section 2.4 or, if no
timely notice is provided by the Company, of the details of any automatic
conversion.

     

    (d) Unless
the Required Banks otherwise consent, during the existence of an Event of
Default or an Unmatured Event of Default, the Company may not elect to convert
any Base Rate Group into a Eurodollar Group or to continue any Eurodollar Group
for a new Interest Period.

     

    2.5 Commitments
Several.  The failure of any Bank to make its Loan on the
Closing Date shall not relieve any other Bank of its obligation (if any) to make
its Loan on such date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank.

     

    2.6 Additional
Loans.  So long as no Event of Default or Unmatured Event of
Default exists or would result therefrom, any Bank may increase the amount of
its Loan by making an additional advance to the Company (it being understood
that no Bank shall have any obligation to make any such additional advance) or
any other Person may make a loan to the Company hereunder (any such additional
advance by an existing Bank or loan by a Person that is not a Bank, an “Additional Loan”);
provided that
(a) no Person shall be added as a party hereto without the written consent of
the Administrative Agent and the Lead Arrangers (which consents shall not be
unreasonably withheld); (b) in no event shall the aggregate amount of all
Additional Loans pursuant to this Section 2.6 exceed
$75,000,000; and (c) the aggregate amount of all Additional Loans made on any
date shall not be less that $15,000,000.  Any Additional Loan shall be
made three Business Days (or such other period of time as may be agreed upon by
the Company, the Administrative Agent and the Bank or other Persons making such
Additional Loan) after the date on which the Administrative Agent has (i)
received evidence that the Board of Directors of the Company has authorized the
borrowing of such Additional Loan and (ii) received and accepted a letter in the
form of Annex I
to Exhibit E (in
the case of an Additional Loan to be made by a Bank) or Annex II to Exhibit E-2 (in
the case of an Additional Loan to be made by a Person that will become a Bank
upon the making of such Loan).  Any Additional Loan shall be pari passu in all respects with
the original Loans made hereunder.  The Administrative Agent shall
promptly notify the Banks of the making of any Additional Loan pursuant to this
Section 2.6 and
of the Percentage of each Bank after giving effect thereto.  The
Company acknowledges that, in order to maintain Groups in accordance with each
Bank’s Percentage, the making of Additional Loans may require conversion of
portions of one or more Groups of Eurodollar Tranches on the date of the making
of such Additional Loans (and any such conversion shall be subject to the
provisions of Section
8.4).

     

    
      
        
        

      

      
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    SECTION
3. REPAYMENT;
EVIDENCE OF DEBT.  

     

    3.1 Repayment.  Each
Loan shall be paid in full on or before the Maturity Date.

     

    3.2 Bank
Records.  The Loan made by each Bank shall be evidenced by one
or more accounts or records maintained by such Bank and by the Administrative
Agent in the ordinary course of business.  The accounts or records
maintained by the Administrative Agent and each Bank shall be conclusive absent
manifest error of the amount of the Loans made by the Banks to the Company and
the interest and payments thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Company hereunder to pay any amount owing hereunder or under any other
Loan Document.  In the event of any conflict between the accounts and
records maintained by any Bank and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Bank made through the Administrative
Agent, the Company shall execute and deliver to such Bank (through the
Administrative Agent) a promissory note substantially in the form of Exhibit A (“Note”), which shall
evidence such Bank’s Loan in addition to such accounts or
records.  Each Bank may attach schedules to its Note and endorse
thereon the date and amount of its Loan and payments with respect
thereto.

     

    SECTION
4. INTEREST.

     

    4.1 Interest on
Loans.  The Company promises to pay interest on the unpaid
principal amount of each Loan made to it for the period commencing on the date
such Loan is made until such Loan is paid in full as follows:

     

    (a) with
respect to any portion of such Loan that is part of a Base Rate Tranche, at a
rate per annum equal to the Base Rate from time to time in effect;
and

     

    (b) with
respect to any portion of such Loan that is part of a Eurodollar Tranche, at a
rate per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted)
applicable to each Interest Period for such Loan plus the Eurodollar Margin from
time to time in effect;

     

    provided that, upon
the written request of the Required Banks during the existence of an Event of
Default, the interest rate applicable to all Loans shall be increased by 2% per
annum.

     

    4.2 Interest Payment
Dates.  Accrued interest on each Base Rate Tranche shall be
payable in arrears on the last Business Day of each calendar quarter and at
maturity.  Accrued interest on each Eurodollar Tranche shall be
payable on the last day of each Interest Period relating to such Loan (and, in
the case of a Eurodollar Tranche with an Interest Period of six months or
longer, on each three-month anniversary of the first day of such Interest
Period) and at maturity.  After maturity, accrued interest on all
Loans shall be payable on demand.

     

    4.3 Setting and Notice of
Eurodollar Rates.  The applicable Eurodollar Rate for each
Interest Period shall be determined by the Administrative Agent, which shall
give notice thereof to the Company and each Bank.  Each determination
of the applicable Eurodollar Rate by the Administrative Agent shall be
conclusive and binding upon the parties hereto, in the absence of demonstrable
error.  The Administrative Agent shall, upon written request of the
Company or any Bank, deliver to the Company or such Bank a statement showing the
computations used by the Administrative Agent in determining any applicable
Eurodollar Rate hereunder.

     

    
      
        
        

      

      
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    4.4 Computation of
Interest.  All determinations of interest for Base Rate
Tranches when the Base Rate is determined by the Prime Rate shall be made for
the actual number of days elapsed on the basis of a year of 365 or 366 days, as
the case may be.  All other determinations of interest shall be made
for the actual number of days elapsed on the basis of a year of 360
days.  The applicable interest rate for each Base Rate Tranche shall
change simultaneously with each change in the Base Rate.

     

    SECTION
5. FEES.

     

    5.1 Up-Front
Fees.  The Company agrees to pay to the Administrative Agent
for the account of the Banks such up-front and funding fees as are mutually
agreed to by the Company and the Banks.

     

    5.2 Administrative Agent’s and
Lead Arranger’s Fees.  The Company agrees to pay to (a) the
Administrative Agent such fees as are mutually agreed to from time to time by
the Company and the Administrative Agent and (b) the Lead Arrangers such fees as
are mutually agreed to from time to time by the Company and the Lead
Arrangers.

     

    SECTION
6. REDUCTIONS
IN COMMITMENT AMOUNT; PREPAYMENTS.

     

    6.1 Voluntary Reduction or
Termination of the Commitments.  The Company may at any time
prior to the making of the Loans, on at least two Business Days’ prior written
notice received by the Administrative Agent (which shall promptly advise each
Bank thereof), permanently reduce the Commitment Amount by an amount not less
than $10,000,000 or a higher integral multiple of $1,000,000.  Once
reduced pursuant to this Section, no Commitment may be increased.  All
reductions of the Commitment Amount shall reduce the Commitments pro rata among
the Banks according to their respective Percentages.

     

    6.2 Mandatory Termination of the
Commitments.  The Commitments will automatically reduce to zero
after the making of the Loans on the Closing Date.

     

    6.3 Prepayments.  The
Company may from time to time prepay Loans in whole or in part, without premium
or penalty, provided that the
Company shall give the Administrative Agent (which shall promptly advise each
Bank) notice thereof not later than (a) 2:30 p.m. on the date of such prepayment
(which shall be a Business Day), in the case of Base Rate Tranches, and (b) two
Business Days prior to the date of such prepayment, in the case of Eurodollar
Tranches, in each case specifying the Tranches to be prepaid and the date and
amount of prepayment.  Subject to Section 2.2, each
partial prepayment of a Loan shall be in an integral multiple of
$[1,000,000].  Prepayments of Loans shall be applied pro rata to the
Loans of all Banks in accordance with their Percentages.  Any
prepayment of a Eurodollar Tranche on a day other than the last day of an
Interest Period therefor shall include interest on the principal amount being
repaid and shall be subject to Section 8.4.

     

    
      
        
        

      

      
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    SECTION
7. MAKING
AND PRORATION OF PAYMENTS; SETOFF; TAXES.

     

    7.1 Making of
Payments.  All payments of principal of or interest on the
Loans shall be made by the Company to the Administrative Agent at its principal
office in Chicago in immediately available funds, in Dollars and without
set-off, counterclaim or deduction of any kind, not later than noon on the date
due, and funds received after that hour shall be deemed to have been received by
the Administrative Agent on the next following Business Day.  The
Administrative Agent shall promptly remit to each Bank its share (if any) of all
such payments received in collected funds by the Administrative
Agent.  All payments under Section 8.1 shall be
made by the Company directly to the Bank entitled thereto.

     

    7.2 Application of Certain
Payments.  Each payment of principal shall be applied as the
Company shall direct by notice to be received by the Administrative Agent on or
before the date of such payment or, in the absence of such notice, first, to repay Base
Rate Tranches and then, to repay
Eurodollar Tranches, with those Eurodollar Tranches having earlier expiring
Interest Periods being repaid prior to those having later expiring Interest
Periods.  Concurrently with each remittance to any Bank of its share
of any such payment, the Administrative Agent shall advise such Bank as to the
application of such payment.

     

    7.3 Due Date Extension or
Reduction.  If any payment of principal or interest with
respect to any of the Loans, or of any fees, falls due on a day which is not a
Business Day, then such due date shall be extended to the immediately following
Business Day (unless, in the case of a payment of interest on a Eurodollar
Tranche, the result of such extension would be to extend the due date for such
payment into another calendar month, in which case such due date shall be the
immediately preceding Business Day) and any extension or reduction of time shall
be reflected in computing interest and fees.

     

    7.4 Failure to Make
Payments.  Unless the Company has notified the Administrative
Agent, prior to the date any payment to be made by it is due, that it does not
intend to remit such payment, the Administrative Agent may, in its sole and
absolute discretion, assume that the Company has timely remitted such payment
and may, in its sole and absolute discretion and in reliance thereon, make
available such payment to the Person entitled thereto.  If such
payment was not in fact remitted to the Administrative Agent in immediately
available funds, then each Bank shall forthwith on demand repay to the
Administrative Agent the amount of such assumed payment made available to such
Bank, together with interest thereon in respect of each day from the date such
amount was made available by the Administrative Agent to such Bank to the date
such amount is repaid to the Administrative Agent at a rate per annum equal to
(a) for the first three days after demand, the Federal Funds Rate from time to
time in effect and (b) thereafter, the Base Rate from time to time in
effect.

     

    7.5 Setoff.  The
Company agrees that the Administrative Agent and each Bank have all rights of
set-off and bankers’ lien provided by applicable law, and in addition thereto,
the Company agrees that at any time any Event of Default exists, the
Administrative Agent, each Bank and, to the extent permitted by applicable law,
any Affiliate thereof, may apply to the payment of any obligations of the
Company hereunder, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of the Company then or thereafter with the
Administrative Agent, such Bank or such Affiliate.  Each Bank agrees
promptly to notify the Company and the Administrative Agent after any such
set-off and application made by such Bank or such Affiliate; provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

     

    
      
        
        

      

      
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    7.6 Proration of
Payments.  If any Bank shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise,
but excluding any payment pursuant to Section 8.7 or in
connection with an assignment or participation pursuant to Section 14.9,) on
account of principal of or interest on its Loan in excess of its pro rata share
of payments and other recoveries obtained by all Banks on account of principal
of and interest on  Loans (or such participations) then held by them,
such Bank shall purchase from the other Banks such participation in the Loans
held by them as shall be necessary to cause such purchasing Bank to share the
excess payment or other recovery ratably with each of them; provided that if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Bank, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery. 

     

    7.7 Taxes.  (a)
All payments of principal of, and interest on, the Loans and all other amounts
payable hereunder shall be made free and clear of and without deduction for any
present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding franchise taxes and taxes imposed on or
measured by any Bank’s net income or receipts (all non-excluded items being
called “Taxes”).  If
any withholding or deduction from any payment to be made by the Company
hereunder is required in respect of any Taxes pursuant to any applicable law,
rule or regulation, then the Company will:

     

    (i) pay
directly to the relevant authority the full amount required to be so withheld or
deducted;

     

    (ii) promptly
forward to the Administrative Agent an official receipt or other documentation
satisfactory to the Administrative Agent evidencing such payment to such
authority; and

     

    (iii) (except
to the extent such withholding or deduction would not be required if such Bank’s
Exemption Representation were true) pay to the Administrative Agent for the
account of the Banks such additional amount or amounts as is necessary to ensure
that the net amount actually received by each Bank will equal the full amount
such Bank would have received had no such withholding or deduction been
required.

     

    Moreover,
if any Taxes are directly asserted against the Administrative Agent or any Bank
with respect to any payment received by the Administrative Agent or such Bank
hereunder, the Administrative Agent or such Bank may pay such Taxes and the
Company will (except to the extent such Taxes are payable by a Bank and would
not have been payable if such Bank’s Exemption Representation were true),
promptly pay such additional amounts (including any penalty, interest and
expense) as is necessary in order that the net amount received by such Person
after the payment of such Taxes (including any Taxes on such additional amount)
shall equal the amount such Person would have received had such Taxes not been
asserted.

     

    
      
        
        

      

      
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    (b) If the
Company fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent, for the account of the respective
Banks, the required receipts or other required documentary evidence, the Company
shall indemnify the Banks for any incremental Taxes, interest or penalties that
may become payable by any Bank as a result of any such failure.  For
purposes of this Section 7.7, a
distribution hereunder by the Administrative Agent or any Bank to or for the
account of any Bank shall be deemed a payment by the Company.

     

    (c) Each Bank
represents and warrants (such Bank’s “Exemption
Representation”) to the Company and the Administrative Agent that, as of
the date of this Agreement (or, in the case of an Assignee, the date it becomes
a party hereto), it is entitled to receive payments hereunder without any
deduction or withholding for or on account of any Taxes imposed by the United
States of America or any political subdivision or taxing authority
thereof.

     

    (d) Upon the
request from time to time of the Company or the Administrative Agent, each Bank
that is organized under the laws of a jurisdiction other than the United States
of America shall execute and deliver to the Company and the Administrative Agent
one or more (as the Company or the Administrative Agent may reasonably request)
United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN or such
other forms or documents, appropriately completed, as may be applicable to
establish the extent, if any, to which a payment to such Bank is exempt from
withholding or deduction of Taxes.

     

    (e) If, and
to the extent that, any Bank shall obtain a credit or other tax benefit with
respect to any Taxes indemnified or paid by the Company pursuant to this Section 7.7, such
Bank agrees to promptly notify the Company thereof and thereupon to use
reasonable efforts to provide the Company the benefit of such credit or other
tax benefit.

     

    (f) Each Bank
shall, promptly upon request by the Company, deliver to the Company copies of
all completed and executed forms reasonably deemed necessary by the Company in
connection with the payment of amounts demanded by such Bank pursuant to the
foregoing clause
(a).

     

    SECTION
8. INCREASED
COSTS; SPECIAL PROVISIONS FOR EURODOLLAR TRANCHES.

     

    8.1 Increased
Costs.  (a)  If, after the date hereof, the adoption
of any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or any Eurodollar Office of
such Bank) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency

     

    (i) shall
subject any Bank (or any Eurodollar Office of such Bank) to any tax, duty or
other charge with respect to its Loan, its Note or its obligation to make a
Loan, or shall change the basis of taxation of payments to any Bank of the
principal of or interest on any Eurodollar Tranche or any other amount due under
this Agreement in respect of any Eurodollar Tranche Loans or its obligation to
maintain portions of its Loans as Eurodollar Tranches (except for changes in the
rate of tax on the overall net income of such Bank or its Eurodollar Office
imposed by the jurisdiction in which such Bank’s principal executive office or
Eurodollar Office is located); or

     

    
      
        
        

      

      
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    (ii) shall
impose, modify or deem applicable any reserve (including any reserve imposed by
the FRB, but excluding any reserve included in the determination of interest
rates pursuant to Section 4), special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by any Bank (or any Eurodollar Office of such
Bank); or

     

    (iii) shall
impose on any Bank (or its Eurodollar Office) any other condition affecting its
Loan or its Note or its obligation to maintain Eurodollar Tranches;

     

    and the
result of any of the foregoing is to increase the cost to (or in the case of
Regulation D of the FRB, to impose a cost on) such Bank (or any Eurodollar
Office of such Bank) of making or maintaining any portion of its Loan as part of
a Eurodollar Tranche, or to reduce the amount of any sum received or receivable
by such Bank (or its Eurodollar Office) under this Agreement or under its Note
with respect thereto, then within 10 Business Days after written demand by such
Bank (which demand shall be accompanied by a statement setting forth the basis
for such demand and a calculation of the amount thereof in reasonable detail, a
copy of which shall be furnished to the Administrative Agent) to the Company,
the Company shall pay directly to such Bank such additional amount as will
compensate such Bank for such increased cost or such reduction.

     

    (b) If any
Bank shall reasonably determine that the adoption or phase-in of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank or any Person controlling such
Bank with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Bank’s or such controlling Person’s capital as a consequence of such Bank’s
obligations hereunder to a level below that which such Bank or such controlling
Person could have achieved but for such adoption, change or compliance (taking
into consideration such Bank’s or such controlling Person’s policies with
respect to capital adequacy) by an amount reasonably deemed by such Bank or such
controlling Person to be material, then from time to time, within 10 Business
Days after written demand by such Bank (which demand shall be accompanied by a
statement setting forth the basis for such demand and a calculation of the
amount thereof in reasonable detail, a copy of which shall be furnished to the
Administrative Agent) to the Company, the Company shall pay to such Bank such
additional amount or amounts as will compensate such Bank or such controlling
Person for such reduction.

     

    8.2 Inability to Determine
Rates, etc.  If with respect to any Interest
Period:

     

    (a) the
Administrative Agent determines (which determination shall be binding and
conclusive on the Company) that by reason of circumstances affecting the
interbank eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable Eurodollar Rate; or

     

    
      
        
        

      

      
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    (b) Banks
having an aggregate Percentage of 40% or more advise the Administrative Agent
that the Eurodollar Rate (Reserve Adjusted) will not adequately and fairly
reflect the cost to such Banks of maintaining or funding such Eurodollar
Tranches for such Interest Period (taking into account any amount to which such
Banks may be entitled under Section 8.1) or that
the making or funding of Eurodollar Tranches has become impracticable as a
result of an event occurring after the date of this Agreement which in the
opinion of such Banks materially affects such Loans;

     

    then the
Administrative Agent shall promptly notify the other parties thereof and, so
long as such circumstances shall continue, (i) no Bank shall be under any
obligation to make or convert into Eurodollar Tranches and (ii) on the last day
of the current Interest Period for each Eurodollar Tranche, such Loan shall,
unless then repaid in full, automatically convert to a Base Rate
Tranche.

     

    8.3 Changes in Law Rendering
Eurodollar Lending Unlawful.  In the event that any change
after the date hereof in (including the adoption of any new) applicable laws or
regulations, or any change after the date hereof in the interpretation of
applicable laws or regulations by any governmental or other regulatory body
charged with the administration thereof, should make it (or in the good faith
judgment of any Bank cause a substantial question as to whether it is) unlawful
for any Bank to make, maintain or fund any portion of its Loan based on the
Eurodollar Rate, then such Bank shall promptly notify each of the other parties
hereto and, so long as such circumstances shall continue, any portion of such
Bank’s Loan that otherwise would be made or continued as, or converted into, a
Eurodollar Tranche (and, beginning on such date as may be required by the
relevant law, regulation or interpretation, each portion of such Bank’s Loan
that is maintained as a Eurodollar Tranche) shall bear interest as if it were a
Base Rate Tranche.

     

    8.4 Funding
Losses.  The Company hereby agrees that upon demand by any Bank
(which demand shall be accompanied by a statement setting forth the basis for
the amount being claimed, a copy of which shall be furnished to the
Administrative Agent), the Company will indemnify such Bank against any net loss
or expense which such Bank may sustain or incur (including any net loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain any Eurodollar Tranche),
as reasonably determined by such Bank, as a result of (a) any payment,
prepayment or conversion of any Eurodollar Tranche of such Bank on a date other
than the last day of an Interest Period for such Loan (including any conversion
pursuant to Section
8.3) or (b) any failure of the Company to borrow the Loans, or to prepay
or continue, or to convert into, a Eurodollar Tranche on a date specified
therefor in a notice of borrowing, prepayment, continuation or conversion
pursuant to this Agreement.  For this purpose, all notices to the
Administrative Agent pursuant to this Agreement shall be deemed to be
irrevocable.

     

    8.5 Right of Banks to Fund
through Other Offices.  Each Bank may, if it so elects, fulfill
its commitment as to any Eurodollar Tranche by causing a foreign branch or
affiliate of such Bank to make the relevant portion of its Loan; provided that in such
event for the purposes of this Agreement, such portion of such Loan shall be
deemed to have been made by such Bank and the obligation of the Company to repay
the Loan shall nevertheless be to such Bank and shall be deemed held by it, to
the extent of the applicable Tranche, for the account of such branch or
affiliate.

     

    
      
        
        

      

      
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    8.6 Discretion of Banks as to
Manner of Funding.  Notwithstanding any provision of this
Agreement to the contrary, each Bank shall be entitled to fund and maintain its
funding of all or any part of its Loan in any manner it sees fit, it being
understood, however, that for the purposes of this Agreement all determinations
hereunder shall be made as if such Bank had actually funded and maintained each
Eurodollar Tranche during each Interest Period for its Loan through the purchase
of deposits having a maturity corresponding to such Interest Period and bearing
an interest rate equal to the Eurodollar Rate for such Interest
Period.

     

    8.7 Mitigation of Circumstances;
Replacement of Affected Bank.  (a) Each Bank shall promptly
notify the Company and the Administrative Agent of any event of which it has
knowledge which will result in, and will use reasonable commercial efforts
available to it (and not, in such Bank’s good faith judgment, otherwise
disadvantageous to such Bank) to mitigate or avoid, (i) any obligation by the
Company to pay any amount pursuant to Section 7.7 or 8.1 or (ii) the
occurrence of any circumstance of the nature described in Section 8.2 or 8.3 (and, if any Bank
has given notice of any such event described in clause (i) or (ii) above and
thereafter such event ceases to exist, such Bank shall promptly so notify the
Company and the Administrative Agent).  Without limiting the
foregoing, (x) each Bank will designate a different funding office if such
designation will avoid (or reduce the cost to the Company of) any event
described in clause
(i) or (ii) of the preceding
sentence and such designation will not, in such Bank’s good faith judgment, be
otherwise disadvantageous to such Bank; and (y) if any Bank fails to notify the
Company of any event or circumstance which will entitle such Bank to
compensation pursuant to Section 7.7 or 8.1 within 90 days
after such Bank obtains knowledge (or reasonably should have obtained knowledge)
of such event or circumstance, then such Bank shall not be entitled to
compensation from the Company for any amount arising prior to the date which is
90 days before the date on which such Bank notifies the Company of such event or
circumstance.

     

    (b) At any
time any Bank is an Affected Bank, the Company may replace such Affected Bank as
a party to this Agreement with one or more other bank(s) or financial
institution(s) reasonably satisfactory to the Administrative Agent (and upon
notice from the Company such Affected Bank shall assign pursuant to an
Assignment Agreement, and without recourse or warranty, its Loan, its Note and
all of its other rights and obligations hereunder to such replacement bank(s) or
other financial institution(s) for a purchase price equal to the sum of the
principal amount of the Loan (or portion thereof) so assigned, all accrued and
unpaid interest thereon, any amounts payable under Section 8.4 as a
result of such Bank receiving payment of any Eurodollar Tranche prior to the end
of an Interest Period therefor and all other obligations owed to such Affected
Bank hereunder).

     

    8.8 Conclusiveness of
Statements; Survival of Provisions.  Determinations and
statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be
conclusive absent demonstrable error.  Banks may use reasonable
averaging and attribution methods in determining compensation under Sections 8.1 and
8.4, and the
provisions of such Sections shall survive repayment of the Loans, cancellation
of the Notes and the termination of this Agreement.

     

    
      
        
        

      

      
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    SECTION
9. REPRESENTATIONS
AND WARRANTIES.

     

    To induce
the Administrative Agent and the Banks to enter into this Agreement and to
induce the Banks to make their Loans , the Company represents and warrants to
the Administrative Agent and the Banks that:

     

    9.1 Organization,
etc.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Wisconsin; each
Significant Subsidiary is duly organized, validly existing and in good standing
under the laws of the state of its organization; and the Company and each
Significant Subsidiary is duly qualified to do business in each jurisdiction
where the nature of its business makes such qualification necessary (except to
the extent the failure to be so qualified or in good standing could not
reasonably be expected to have a Material Adverse Effect) and has full power and
authority to own its property and conduct its business as presently conducted by
it (except to the extent the failure to have such authority could not reasonably
be expected to have a Material Adverse Effect).

     

    9.2 Authorization; No
Conflict.  The execution, delivery and performance by each Loan
Party of each Loan Document to which it is a party and the borrowings hereunder
are within the organizational powers of the Company and each Loan Party, have
been duly authorized by all necessary organizational action on the part of such
Loan Party (including any necessary shareholder, partner or member action), have
received all necessary governmental and other third-party approvals (if any
shall be required), and do not and will not (a) violate any provision of law or
any order, decree or judgment of any court or other government agency which is
binding on the Company or any other Loan Party, (b) contravene or conflict with,
or result in a breach of, any provision of the certificate of incorporation,
partnership agreement, by-laws or other organizational documents of the Company
or any other Loan Party or (c) contravene or conflict with, or result in a Lien
under, any material agreement, indenture, instrument or other document which is
binding on the Company or any other Loan Party.

     

    9.3 Validity and Binding
Nature.  Each Loan Document to which a Loan Party is a party is
the legal, valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its terms, subject to bankruptcy, insolvency
and similar laws affecting the enforceability of creditors’ rights generally and
to general principles of equity.

     

    9.4 Financial
Condition.  The audited consolidated financial statements of
the Company and its Subsidiaries dated December 29, 2007, copies of each of
which have been delivered to each Bank, were prepared in accordance with GAAP
(subject, in the case of such unaudited statements, to the absence of footnotes
and to normal year-end adjustments) and present fairly the consolidated
financial condition of the Company and its Subsidiaries as at such dates and the
results of their operations for the periods then ended.

     

    9.5 No Material Adverse
Change.  Since December 29, 2007, there has been no material
adverse change in the financial condition, operations, assets, business or
properties of the Company and its Subsidiaries taken as a whole.

     

    9.6 Litigation and Contingent
Liabilities.  No litigation (including derivative actions),
arbitration proceeding, labor controversy or governmental investigation or
proceeding is pending or, to the Company’s knowledge, threatened in writing
against the Company or any Subsidiary which could reasonably be expected to have
a Material Adverse Effect, except as set forth in Schedule 9.6 or the
Company’s report on Form 10-K for the Fiscal Year ended December __, 2007 or on
Form 8-K filed with the SEC after the date of such Form 10-K and prior to the
date hereof.  As of the Closing Date, other than any liability
incident to such litigation or proceedings, neither the Company nor any
Significant Subsidiary has any material contingent liabilities not listed in
such Schedule
9.6 or otherwise disclosed on such Form 10-K or Form 8-K.

     

    
      
        
        

      

      
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    9.7 Ownership of Properties;
Liens.  Each of the Company and each Significant Subsidiary
owns good and, in the case of real property,  indefeasible title to
all of its properties and assets, real and personal, tangible and intangible, of
any nature whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges and material claims
(including material infringement claims with respect to patents, trademarks,
copyrights and the like) except as permitted under Section
10.8.

     

    9.8 Significant
Subsidiaries.  As of the Closing Date, the Company has no
Significant Subsidiaries except those listed in Schedule
9.8.

     

    9.9 Pension
Plans.  (a) During the twelve-consecutive-month period prior to
the date of the execution and delivery of this Agreement or the making of the
Loans hereunder, (i) no steps have been taken to terminate any Pension Plan
other than a “standard termination” in accordance with Section 4041(b) of ERISA
and (ii) no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a lien under Section 302(f) of ERISA.  No
condition exists or event or transaction has occurred with respect to any
Pension Plan which could reasonably be expected to result in the incurrence by
the Company of any material liability, fine or penalty.

     

    (b) All
contributions (if any) have been made to any Multiemployer Pension Plan that are
required to be made by the Company or any other member of the Controlled Group
under the terms of the plan or of any collective bargaining agreement or by
applicable law; neither the Company nor any member of the Controlled Group has
withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred
any material withdrawal liability with respect to any such plan or received
notice of any claim or demand for material withdrawal liability or partial
withdrawal liability from any such plan; and neither the Company nor any member
of the Controlled Group has received any notice that any Multiemployer Pension
Plan is in reorganization, that increased contributions may be required to avoid
a reduction in plan benefits or the imposition of any excise tax, that any such
plan is or has been funded at a rate less than that required under Section 412
of the Code, that any such plan is or may be involuntarily terminated, or that
any such plan is or may become insolvent.

     

    9.10 Investment Company
Act.  Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940.

     

    9.11 Regulation
U.  The Company is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

     

    
      
        
        

      

      
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    9.12 Taxes.  Each
of the Company and each Subsidiary has filed all Federal tax returns and other
material tax returns and tax reports required by law to have been filed by it
and has paid all taxes and governmental charges thereby shown to be owing,
except any such taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.

     

    9.13 Environmental
Matters.  The Company conducts, in the ordinary course of
business (in a manner sufficient to enable the Company to make the
representation and warranty set forth in this Section 9.13), a
review of the effect of existing Environmental Laws (excluding health, safety
and land use matters) and existing Environmental Claims (excluding health,
safety and land use matters) on its business, operation and properties, and as a
result thereof, the Company has reasonably concluded that, except for matters
for which adequate reserves are maintained, the aggregate effect of such
Environmental Laws and Environmental Claims, including those specifically
disclosed in Schedule
9.13, could not reasonably be expected to have a Material Adverse
Effect.

     

    9.14 Information.  All
information heretofore or contemporaneously herewith furnished in writing by the
Company or any Subsidiary to the Administrative Agent or any Bank for purposes
of or in connection with this Agreement and the transactions contemplated hereby
is, and all written information hereafter furnished by or on behalf of the
Company or any Subsidiary to any Bank pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading in light of the circumstances under which made (it
being recognized by the Administrative Agent and the Banks that (a) any
projections and forecasts provided by the Company are based on good faith
estimates and assumptions believed by the Company to be reasonable as of the
date of the applicable projections or assumptions and that actual results during
the period or periods covered by any such projections and forecasts will likely
differ from projected or forecasted results and (b) any information provided by
the Company or any Subsidiary with respect to any Person or assets acquired or
to be acquired by the Company or any Subsidiary shall, for all periods prior to
the date of such Acquisition, be limited to the knowledge of the Company or the
acquiring Subsidiary after reasonable inquiry).

     

    9.15 No
Default.  No Event of Default or Unmatured Event of Default has
occurred and is continuing or would result from the consummation of any
transaction contemplated by this Agreement or any other Loan
Document.

     

    SECTION
10. COVENANTS.

     

    Until the
expiration or termination of the Commitments and thereafter until all
obligations of the Company hereunder and under the other Loan Documents (other
than any contingent indemnification or similar obligations not yet due and
payable) are paid in full, the Company agrees that, unless at any time the
Required Banks shall otherwise expressly consent in writing, it
will:

     

    10.1 Reports, Certificates and
Other Information.  Furnish to the Administrative
Agent:

     

    
      
        
        

      

      
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    10.1.1 Audit
Report.  Promptly when available, and in any event not later
than the earlier of (a) five Business Days after the filing thereof with the SEC
and (b) 105 days after the end of each Fiscal Year (commencing with the fiscal
year ending December 29, 2008), a copy of the annual audit report of the Company
and its Subsidiaries for such Fiscal Year accompanied by (i) the report of
Deloitte & Touche LLP or another nationally-recognized independent
registered public accounting firm (the “Independent
Auditor”), which report shall (A) state that such consolidated financial
statements present fairly the financial position for the periods indicated in
conformity with GAAP, and (B) not be qualified or limited because of a
restricted or limited examination by the Independent Auditor of any material
portion of the Company’s or any Subsidiary’s records; provided that if such
report of the Independent Auditor is a combined report (that is, one report
containing an opinion on such consolidated financial statements, an opinion on
internal controls over financial reporting and an opinion on management’s
assessment of internal controls over financial reporting), then such report may
include a qualification or limitation relating to the Company’s system of
internal controls over financial reporting due to the exclusion of any acquired
business from the scope of management’s assessment of internal controls over
financial reporting to the extent such exclusion is permitted under provisions
published by the Public Company Accounting Oversight Board, the SEC or another
applicable governmental authority; and (ii) a written statement from such
accountants to the effect that in making the examination necessary for the
signing of such annual audit report by such accountants, they have not become
aware of any Event of Default or Unmatured Event of Default that has occurred
and is continuing or, if they have become aware of any such event, describing it
in reasonable detail.

     

    10.1.2 Quarterly
Reports.  Promptly when available, and in any event not later
than (a) five Business Days after the filing thereof with the SEC and (b) 45
days after the end of each Fiscal Quarter (except the last Fiscal Quarter of
each Fiscal Year), consolidated balance sheets of the Company and its
Subsidiaries as of the end of such Fiscal Quarter, together with consolidated
statements of earnings and cash flows for such Fiscal Quarter and for the period
beginning with the first day of such Fiscal Year and ending on the last day of
such Fiscal Quarter, certified by an Executive Officer as fairly presenting, in
accordance with GAAP (subject to normal year-end audit adjustments and the
absence of footnotes), the consolidated financial position and results of
operations for the Company and its Subsidiaries for such periods.

     

    10.1.3 Certificates.  (a)
Contemporaneously with the furnishing of a copy of each annual audit report
pursuant to Section
10.1.1 and of each set of quarterly statements pursuant to Section 10.1.2, (i) a
duly completed compliance certificate in the form of Exhibit B, with
appropriate insertions, dated the date of such annual report or such quarterly
statements and signed by an Executive Officer, containing a computation of each
of the financial ratios and restrictions set forth in Section 10.6 and to
the effect that such officer has not become aware of any Event of Default or
Unmatured Event of Default that has occurred and is continuing or, if there is
any such event, describing it and the steps, if any, being taken to cure it; and
(ii) an updated organizational chart listing all Subsidiaries.

     

    10.1.4 Reports to SEC and to
Shareholders.  Within 15 days after the filing or sending
thereof, copies of all reports on Form 10-K, 10-Q or 8-K (including any
amendment thereto) of any Loan Party filed with the SEC (excluding exhibits
thereto, provided that the Company shall promptly deliver any such exhibit to
the Administrative Agent or any Bank upon request therefor); copies of all
registration statements of any Loan Party filed with the SEC (other than on Form
S-8); and copies of all proxy statements or other communications made to
shareholders generally concerning material developments in the business of any
Loan Party.

     

    
      
        
        

      

      
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    10.1.5 Notice of Default,
Litigation and ERISA Matters.  Promptly upon any Executive
Officer becoming aware of any of the following, written notice describing the
same and the steps being taken by the Company or the Subsidiary affected thereby
with respect thereto:

     

    (a) the
occurrence of an Event of Default or an Unmatured Event of Default;

     

    (b) any
litigation, arbitration or governmental investigation or proceeding not
previously disclosed by the Company to the Banks which has been instituted or,
to the knowledge of the Company, is threatened in writing against the Company or
any Subsidiary or to which any of the properties of any thereof is subject which
could reasonably be expected to have a Material Adverse Effect;

     

    (c) the
institution of any steps by any member of the Controlled Group or any other
Person to terminate any Pension Plan other than a “standard termination” in
accordance with Section 4041(b) of ERISA, or the failure of any member of the
Controlled Group to make a required contribution to any Pension Plan (if such
failure is sufficient to give rise to a lien under Section 302(f) of ERISA) or
to any Multiemployer Pension Plan, or the taking of any action with respect to a
Pension Plan which could reasonably be expected to result in the requirement
that the Company furnish a bond or other security to the PBGC or such Pension
Plan, or the occurrence of any event with respect to any Pension Plan or
Multiemployer Pension Plan which could reasonably be expected to result in the
incurrence by any member of the Controlled Group of any material liability, fine
or penalty (including any claim or demand for material withdrawal liability or
partial withdrawal from any Multiemployer Pension Plan), or any notice that any
Multiemployer Pension Plan is in reorganization, that increased contributions
may be required to avoid a reduction in plan benefits or the imposition of an
excise tax, that any such plan is or has been funded at a rate less than that
required under Section 412 of the Code, that any such plan is or may be
involuntarily terminated, or that any such plan is or may become insolvent;
or

     

    (d) any other
event (including any violation of any Environmental Law or the assertion of any
Environmental Claim) which could reasonably be expected to have a Material
Adverse Effect.

     

    10.1.6 Other
Information.  From time to time such other
information  concerning the Company and its Subsidiaries (including
financial and management reports submitted to the Company by independent
auditors in connection with each annual or interim audit made by such auditors
of the books of the Company) as the Administrative Agent or any Bank through the
Administrative Agent may reasonably request.

     

    Documents
required to be delivered pursuant to Section 10.1.1, 10.1.2 or 10.1.4 (to the extent
any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents, or provides
a link thereto on the Company’s website on the Internet at the website address
listed on Schedule
14.3; or (ii) on which such documents are posted on the Company’s behalf
on an Internet or intranet website, if any, to which each Bank and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that the
Company shall notify (which may be by facsimile or electronic mail) the
Administrative Agent (which shall notify each Bank) of the posting of any such
document and, promptly upon request by the Administrative Agent, provide to the
Administrative Agent by electronic mail an electronic version (i.e., a soft
copy) of any such document specifically requested by the Administrative
Agent.  Notwithstanding anything contained herein, in every instance
the Company shall be required to provide paper copies of the compliance
certificates required by Section 10.1.3 to the
Administrative Agent.  Except for such compliance certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Company with any such request for
delivery, and each Bank shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

     

    
      
        
        

      

      
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    The
Company hereby acknowledges that (a) the Lead Arrangers will make available to
the Banks materials and/or information provided by or on behalf of the Company
hereunder (collectively, “Borrower Materials”)
to Banks and potential Banks by posting the Borrower Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b)
certain of the Banks or potential Banks may be “public-side” Banks (i.e., Banks
that do not wish to receive material non-public information with respect to the
Company or its securities) (each, a “Public
Bank”).  The Company hereby agrees that it will use
commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Banks and that (w) all Borrower
Materials that are made available to Public Banks shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the
Lead Arrangers, Bank of America, the Banks and the proposed Banks to treat such
Borrower Materials as not containing any material non-public information with
respect to the Company or its securities for purposes of United States Federal
and state securities laws, it being understood that certain of such Borrower
Materials may be subject to the confidentiality requirements of Section 14.15; (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (z) the Lead
Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as
being suitable only for posting on, and shall only post such Borrower Materials
on, the portion of the Platform not designated “Public
Investor.”  Notwithstanding the foregoing, the Company shall be under
no obligation to mark any Borrower Materials “PUBLIC”.

     

    10.2 Books, Records and
Inspections.  (a) Keep, and cause each Subsidiary to keep, its
books and records in accordance with sound business practices sufficient to
allow the preparation of financial statements in accordance with GAAP; (b)
permit, and cause each Significant Subsidiary to permit, the Administrative
Agent (which may be accompanied by any Bank) or any representative thereof upon
reasonable prior notice to inspect the properties and operations of the Company
and of such Significant Subsidiary; and (c) permit, and cause each Significant
Subsidiary to permit, at any reasonable time during normal business hours and
with reasonable notice (or at any time without notice if an Event of Default
exists), the Administrative Agent (which may be accompanied by any Bank) or any
representative thereof to visit any or all of its offices, to discuss its
financial matters with its officers and its independent auditors (and the
Company hereby authorizes such independent auditors to discuss such financial
matters with the Administrative Agent (which may be accompanied by any Bank) or
any representative thereof, provided that the
Company shall have the right to be present at any such discussions so long as no
Event of Default exists), to examine (and photocopy extracts from) any of its
books or other financial or operating records, provided that, unless
an Event of Default exists, the costs and expenses associated with any visit or
inspection made pursuant to clause (b) or (c) shall be for the
account of the Administrative Agent (or, if acting upon the request of or
accompanied by any Bank, such Bank).

     

    
      
        
        

      

      
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    10.3 Insurance.  Maintain,
and cause each Significant Subsidiary to maintain, with responsible insurance
companies, such insurance as may be required by any law or governmental
regulation or court decree or order applicable to it and such other insurance,
to such extent and against such hazards and liabilities, as is customarily
maintained by companies similarly situated; and, upon request of the
Administrative Agent or any Bank through the Administrative Agent, furnish to
the Administrative Agent or the Administrative Agent for delivery to such Bank a
certificate setting forth in reasonable detail the nature and extent of all
insurance maintained by the Company and its Significant Subsidiaries; provided that self
insurance of risks and in amounts customary in the industry of the Company and
its Significant Subsidiaries shall be permitted.

     

    10.4 Compliance with Laws;
Payment of Taxes.  (a) Comply, and cause each Subsidiary
to comply, with all applicable laws (including Environmental Laws and ERISA),
rules, regulations, decrees, orders, judgments, licenses and permits, except to
the extent the failure to comply therewith, either individually or in the
aggregate with all other such failures, could not reasonably be expected to have
a Material Adverse Effect; and (b) pay, and cause each Subsidiary to pay, prior
to delinquency, all Federal taxes and all other material taxes and governmental
charges against it or any of its property; provided that the
foregoing shall not require the Company or any Subsidiary to pay any such tax or
charge so long as it shall contest the validity thereof in good faith by
appropriate proceedings and shall set aside on its books adequate reserves with
respect thereto.

     

    10.5 Maintenance of Existence,
etc.  Maintain and preserve, and (subject to Section 10.9) cause
each Significant Subsidiary to maintain and preserve, (a) its existence and good
standing in the jurisdiction of its incorporation and (b) its qualification and
good standing as a foreign corporation in each jurisdiction where the nature of
its business makes such qualification necessary (except in those instances in
which the failure to be qualified or in good standing could not reasonably be
expected to have a Material Adverse Effect).

     

    10.6 Financial
Covenants.

     

    10.6.1 Funded Debt to EBITDA
Ratio.  Not permit the Funded Debt to EBITDA Ratio as of the
last day of any Computation Period to exceed 3.75 to 1.0.

     

    10.6.2 Interest Coverage
Ratio.  Not permit the Interest Coverage Ratio as of the last
day of any Computation Period to be less than 3.00 to 1.0.

     

    
      
        
        

      

      
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    10.7 Limitations on
Debt.  Not, and not permit any Significant Subsidiary to,
create, incur, assume or suffer to exist any Debt, except:

     

    (a) Debt
arising under the Loan Documents;

     

    (b) Debt
incurred to finance the acquisition, construction or improvement of any fixed or
capital asset (including (i) obligations under Capital Leases and (ii) Debt
assumed in connection with the acquisition of any such asset or secured by a
Lien on such asset prior to the acquisition thereof (and not incurred in
contemplation of such acquisition); provided that (x)
such Debt is incurred prior to or substantially concurrently with such
acquisition or not later than 45 days following the completion of such
construction or improvement, as the case may be, (y) such Debt does not exceed
the cost of such asset as of the date of such acquisition or completion of
construction thereof or of such improvement on the date of completion thereof,
as the case may be, and (z) the aggregate outstanding principal amount of all
Debt described in this clause (b) does not
at any time exceed the greater of (A) $80,000,000 and (B) 10% of the
consolidated tangible assets of the Company and its Subsidiaries;

     

    (c) Debt
secured by Liens permitted by subsection
10.8(k);

     

    (d) Debt
outstanding on April 30, 2007 and listed in Schedule
10.7;

     

    (e) refinancings,
extensions or renewals of any of the foregoing Debt so long as the material
terms applicable to such refinanced Debt are no less favorable to the Company or
the applicable Significant Subsidiary, taken as a whole, than the material terms
in effect immediately prior to such refinancing and the principal amount thereof
is not increased;

     

    (f) Subordinated
Debt;

     

    (g) Hedging
Obligations incurred in the ordinary course of business for bona fide hedging
purposes and not for speculation;

     

    (h) Debt of a
Person acquired in connection with a Permitted Acquisition that was not incurred
in contemplation thereof;

     

    (i) Debt of
the Company or a Significant Subsidiary as an account party in respect of trade
and standby letters of credit;

     

    (j) Debt
arising under surety, custom and similar bonds in the ordinary course of
business consistent with past practice;

     

    (k) other
unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the
aggregate amount of all such Debt shall not at any time exceed an amount
equivalent to 5% of the consolidated assets of the Company and its Subsidiaries
as of the last day of the Fiscal Quarter most recently ended for which financial
statements have been delivered pursuant to Section 10.1.1 or
10.1.2;

     

    (l) Securitization
Obligations in an aggregate outstanding amount not exceeding at any time the
greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the
Company and its Subsidiaries as of the last day of the Fiscal Quarter most
recently ended for which financial statements have been delivered pursuant to
Section 10.1.1
or 10.1.2;

     

    
      
        
        

      

      
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    (m) Debt
under the Existing Credit Agreement; and

     

    (n) other
unsecured Debt of the Company and Foreign Subsidiaries that are Significant
Subsidiaries; provided that, at the
time of incurrence thereof, the Company is in pro forma compliance with the
covenants set forth in Section
10.6.

     

    10.8 Liens.  Not,
and not permit any Significant Subsidiary to, create or permit to exist any Lien
on any of its real or personal properties, assets or rights of whatsoever nature
(whether now owned or hereafter acquired), except:

     

    (a) Liens for
taxes or other governmental charges not at the time delinquent for more than 90
days or thereafter payable without penalty or being contested in good faith by
appropriate proceedings and, in each case, for which it maintains adequate
reserves, provided that no
notice of lien has been filed or recorded under the Code;

     

    (b) Liens
arising in the ordinary course of business (such as (i) Liens of carriers,
warehousemen, mechanics and materialmen and other similar Liens imposed by law
and (ii) Liens incurred in connection with worker’s compensation, unemployment
compensation and other types of social security (excluding Liens arising under
ERISA) or in connection with surety bonds, bids, performance bonds and similar
obligations) for sums not overdue or being contested in good faith by
appropriate proceedings and not involving any deposits or advances or borrowed
money or the deferred purchase price of property or services, and, in each case,
for which it maintains adequate reserves;

     

    (c) Liens
identified in Schedule
10.8;

     

    (d) attachments,
appeal bonds, judgments and other similar Liens arising in connection with court
proceedings, for an aggregate amount not at any time exceeding the greater of
(i) $35,000,000 and (ii) 5% of the consolidated tangible assets of the Company
and its Subsidiaries, provided the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

     

    (e) easements,
rights of way, restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the ordinary conduct
of the business of the Company or any Significant Subsidiary;

     

    (f) Liens on
assets existing at the time of acquisition (by merger or otherwise) of such
property by the Company or a Significant Subsidiary and not created in
contemplation thereof, provided that such
Liens do not extend to or cover additional types of assets;

     

    (g) Liens
securing Debt permitted by subsection 10.7(b) or
any refinancing thereof (so long as the aggregate principal amount of such Debt
is not increased); provided that such
Lien attaches solely to the property so acquired, constructed or improved in
such transaction (provided that
individual financings under subsection 10.7(b)
provided by one Person (or an Affiliate thereof) may be cross-collateralized to
other financings provided by such Person and its Affiliates that are permitted
by subsection
10.7(b));

     

    
      
        
        

      

      
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    (h) Liens
arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution; provided that (i)
such deposit account is not a dedicated cash collateral account and is not
subject to restrictions against access by the Company or the applicable
Significant Subsidiary in excess of those set forth by regulations promulgated
by the FRB and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to such depository institution;

     

    (i) Liens
securing Securitization Obligations;

     

    (j) Liens
arising under any Loan Document; and

     

    (k) other
Liens securing outstanding obligations not at any time exceeding the greater of
(i) $35,000,000 and (ii) 5% of the consolidated tangible assets of the Company
and its Subsidiaries.

     

    Any Lien
permitted above on any property may extend to the identifiable proceeds of such
property.

     

    10.9 Mergers, Consolidations,
Sales.  Not, and not permit any other Loan Party to, be a party
to any merger or consolidation, make any Acquisition, purchase or otherwise
acquire any partnership or joint venture interest in any other Person (other
than a Person that is, or becomes as the result of purchase or acquisition, a
Subsidiary), or sell, transfer, convey or lease all or any substantial part of
its assets, or sell or assign with or without recourse any receivables, except
for:

     

    (a) any such
merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of
or by any Subsidiary Guarantor into, with or to the Company or another
Subsidiary Guarantor or (ii) of or by any wholly-owned Subsidiary into the
Company or any other Loan Party or into, with or to any other wholly-owned
Subsidiary;

     

    (b) any such
purchase or other acquisition by any Loan Party of the assets or stock of any
wholly-owned Subsidiary;

     

    (c) Permitted
Acquisitions;

     

    (d) dispositions
of accounts receivable, lease receivables, other financial assets and other
rights and related assets pursuant to a Permitted Securitization;

     

    (e) dispositions
of inventory in the ordinary course of business;

     

    (f) dispositions
of accounts receivable with extended terms and dispositions of defaulted
accounts receivable without credit recourse in transactions that do not
constitute securitizations, in each case in the ordinary course of business
consistent with past practice of the Company and its Significant
Subsidiaries;

     

    
      
        
        

      

      
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    (g) sales and
dispositions of assets (including stock of Subsidiaries) purchased in connection
with (and as a direct result of) a Permitted Acquisition;

     

    (h) purchases
and other acquisitions of such partnership and joint venture interests so long
as the aggregate outstanding amount of investments in such partnerships and
joint ventures (excluding any such investment existing on April 30, 2007 and
listed on Schedule
10.9) does not at any time exceed 20% of the consolidated tangible assets
of the Company and its Subsidiaries; and

     

    (i) other
sales and dispositions of assets (including the stock of Subsidiaries) made for
fair market value so long as (i) no Event of Default or Unmatured Event of
Default exists or would result therefrom; and (ii) the Net Cash Proceeds of all
such sales and dispositions (excluding Net Cash Proceeds that are applied within
180 days after receipt thereof (or with respect to which the Company has entered
into binding commitments within 180 days after receipt thereof to apply such Net
Cash Proceeds (but only to the extent such Net Cash Proceeds are applied within
270 days after receipt thereof pursuant to such commitments)) to purchase
revenue-producing assets used in the business of the Company and its
Subsidiaries or to consummate Permitted Acquisitions) in any Fiscal Year do not
exceed the greater of (x) $50,000,000 and (y) 15% of the consolidated tangible
assets of the Company and its Subsidiaries.

     

    10.10 Use of
Proceeds.  Use the proceeds of the Loans solely (i) to repay
existing debt, (ii) to finance Permitted Acquisitions and (iii) for capital
expenditures, working capital and other general corporate purposes, and not use
the proceeds of the Loans, directly or indirectly, to purchase or carry Margin
Stock.

     

    10.11 Further
Assurances.  Take, execute and deliver, and cause each
applicable Subsidiary to take, execute and deliver, any and all such further
acts and agreements as the Administrative Agent or the Required Banks may
reasonably request from time to time in order to ensure that the obligations of
the Company hereunder and under the other Loan Documents are guaranteed by each
Subsidiary (except to the extent that that the failure of any Subsidiary to so
guaranty the obligations of the Company would not result in a breach of Section 10.17); and
deliver, or cause the applicable Subsidiary Guarantor to deliver, to the
Administrative Agent such documents as the Administrative Agent (or the Required
Banks acting through the Administrative Agent) may reasonably request (including
opinions of counsel) to confirm that (the Subsidiary Guaranty is the legal,
valid and binding obligation of each Subsidiary Guarantor.

     

    10.12 Transactions with
Affiliates.  Not, and not permit any other Loan Party to, enter
into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its other Affiliates (other than another Loan Party) which
is on terms, taken as a whole, which are less favorable than are obtainable from
any Person which is not one of its Affiliates under comparable circumstances,
provided that
this Section
10.12 shall not prohibit:

     

    (a) capital
contributions and distributions with respect to the equity interests of the
Company or such Loan Party in the ordinary course of business;

     

    
      
        
        

      

      
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    (b) any
employment or severance agreement and any amendment thereto entered into by the
Company or any other Loan Party in the ordinary course of business;

     

    (c) the
payment of reasonable directors’ fees and benefits;

     

    (d) the
provision of officers’ and directors’ indemnification and insurance in the
ordinary course of business to the extent permitted by applicable
law;

     

    (e) non-interest
bearing (or below-market interest-bearing) intercompany loans or other advances
in the ordinary course of business and consistent with past practice;
or

     

    (f) the
payment of employee salaries, bonuses and employee benefits in the ordinary
course of business.

     

    10.13 Employee Benefit
Plans.  Maintain, and cause each Subsidiary to maintain, each
Pension Plan in compliance with all applicable requirements of law and
regulations, except to the extent non-compliance could not reasonably be
expected to have a Material Adverse Effect.

     

    10.14 Environmental
Laws.  Conduct, and cause each Subsidiary to conduct, its
operations and keep and maintain its property in compliance with all
Environmental Laws, except to the extent non-compliance could not reasonably be
expected to have a Material Adverse Effect.

     

    10.15 Inconsistent
Agreements.  Not, and not permit any Significant Subsidiary
(excluding any Foreign Subsidiary and any Securitization Subsidiary) to, enter
into any agreement (other than (x) this Agreement or any other Loan Document and
(y) any financial covenant in any other agreement evidencing Debt permitted
hereunder) that (a) would be violated or breached in any material respect by the
making of the Loans, or by the performance by the Company or any Subsidiary of
any of its obligations hereunder or under any other Loan Document, or (b) would
prohibit the Company or any Significant Subsidiary (excluding any Foreign
Subsidiary and any Securitization Subsidiary) from granting to the
Administrative Agent, for the benefit of the Banks, a Lien on any of its assets
(such prohibition, a “Negative Pledge”);
provided that
the foregoing clause
(b) shall not prohibit any Negative Pledge:

     

    (i) incurred
or provided in favor of any holder of obligations secured by a Lien permitted
under clause
(b), (c)
(but only to the extent the agreement governing the obligations secured by a
Lien permitted by such clause (c) included a
Negative Pledge on April 30, 2007), (d), (f), (g)  or
(i) of Section 10.8, in each
case solely to the extent any such Negative Pledge relates to (1) the property
subject to such Lien, (2) the agreement giving rise to such Negative Pledge
and/or (3) identifiable proceeds of the foregoing;

     

    (ii) covering
assets licensed or sublicensed to the Company or any Subsidiary;

     

    (iii) under any
agreement to which a Person is bound at the time such Person becomes a
Subsidiary of the Company pursuant to a Permitted Acquisition, which agreement
was in effect prior to such Permitted Acquisition and was not entered into
solely in contemplation of such Person becoming a Subsidiary of the
Company;

     

    
      
        
        

      

      
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    (iv) under
customary non-assignment provisions in contracts (including leases) entered into
in the ordinary course of business and consistent with past
practices;

     

    (v) imposed
by law or contained in any Loan Document; or

     

    (vi) under
customary restrictions and conditions contained in agreements relating to a sale
of assets (including stock of a Significant Subsidiary) pending such sale,
provided that (I) such restrictions and conditions apply only to the assets that
are to be sold and (II) such sale is permitted hereunder;

    


    provided that the
foregoing shall not permit (A) any Negative Pledge after the termination
thereof, (B) any Negative Pledge to the extent such Negative Pledge is rendered
ineffective by the Uniform Commercial Code or other applicable law or (C) any
modification to any Negative Pledge that increases the scope of the assets
covered thereby.

    


    10.16 Business
Activities.  Not, and not permit any Significant Subsidiary to,
engage in any line of business other than the same or similar lines of business
engaged in by the Company and its Significant Subsidiaries as of the date hereof
and reasonable extensions thereof.

     

    10.17 Non-Guarantor Domestic
Subsidiaries.  Not later than (a) one Business Day following
the consummation of any Acquisition and (b) 30 days after the end of each
calendar quarter, take all steps necessary to ensure that Domestic Subsidiaries
that, together with the Company, account for (i) not less than 85% of the total
assets of the Company and its Subsidiaries as of the date of determination and
(ii) not less than 85% of the total revenues of the Company and its Subsidiaries
for the 12-month period ending on the last day of the calendar quarter ended
immediately prior to the date of determination for which financial statements
have been delivered pursuant to Section 10.1.1 or
10.1.2, are
parties to the Subsidiary Guaranty; provided that no
default shall occur under this Section 10.17 if,
notwithstanding the minimum percentage specified above, all Domestic
Subsidiaries as of such date of determination are parties to the Subsidiary
Guaranty.

     

    SECTION
11. CONDITIONS
PRECEDENT TO LOANS.

     

    The
obligation of the Banks to make the Loans is subject to satisfaction of the
following conditions precedent on or before June 30, 2008 (and the date on which
such conditions precedent are satisfied is called the “Closing
Date”):

     

    11.1 Documents.  The
Administrative Agent shall have received all of the following, each duly
executed and dated the Closing Date (or such earlier date as shall be
satisfactory to the Administrative Agent and the Syndication Agent), each in
form and substance satisfactory to the Administrative Agent and the Syndication
Agent:

     

    11.1.1 Agreement.  Counterparts
of this Agreement signed by all of the parties hereto.

     

    11.1.2 Notes.  The
Notes.

     

    
      
        
        

      

      
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    11.1.3 Resolutions.  Certified
copies of resolutions of the Board of Directors of the Company authorizing
or ratifying the execution, delivery and performance by the Company of this
Agreement and the Notes; and certified copies of resolutions of the Board of
Directors of each Subsidiary Guarantor authorizing or ratifying the execution,
delivery and performance by such Loan Party of the Subsidiary
Guaranty.

     

    11.1.4 Consents,
etc.  Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance by the Company and each
Subsidiary Guarantor of the documents referred to in this Section
11.

     

    11.1.5 Incumbency and Signature
Certificates.  A certificate of the Secretary or an
Assistant Secretary of the Company and Subsidiary Guarantor as of the Closing
Date certifying the names of the officer or officers of such entity authorized
to sign the Loan Documents to which such entity is a party, together with a
sample of the true signature of each such officer (it being understood that the
Administrative Agent and each Bank may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein).

     

    11.1.6 Subsidiary
Guaranty.  The Subsidiary Guaranty executed by each Subsidiary
that is to be a Subsidiary Guarantor as of the Closing Date.

     

    11.1.7 Opinions of Counsel for the
Loan Parties.  The opinions of (a) Paul J. Jones, inside
counsel to the Loan Parties; and (b) Foley & Lardner LLP, special Illinois
counsel to the Loan Parties.

     

    11.1.8 Closing
Certificate.  A certificate of a duly authorized representative
of the Company as to the matters set forth in Sections 11.3 and
11.4.

     

    11.1.9 Other.  Such
other documents as the Administrative Agent or any Bank may reasonably
request.

     

    11.2 Fees,
etc.  The Administrative Agent shall have received (or received
evidence that the Company has paid) all amounts that are then due and payable
pursuant to Section
5 and (to the extent billed) Section
14.6.

     

    11.3 Accuracy of Representations
and Warranties.  The representations and warranties of the
Company set forth in this Agreement are true and correct in all material
respects on and as of the Closing Date.

     

    11.4 No
Default.  No Event of Default or Unmatured Event of Default
exists or would result from the making of the Loans.

     

    SECTION
12. EVENTS OF
DEFAULT AND THEIR EFFECT.

     

    12.1 Events of
Default.  Each of the following shall constitute an Event
of Default under this Agreement:

     

     

    
      
        
        

      

      
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    12.1.1 Non-Payment of the Loans,
etc.  Default in the payment when due of the principal of any
Loan; or default, and continuance thereof for five days, in the payment when due
of any interest, fee or other amount payable by the Company hereunder or under
any other Loan Document.

     

    12.1.2 Non-Payment of Other Debt,
etc.  (a) Any default shall occur under the terms applicable to
any Debt of the Company or any other Loan Party (other than Debt hereunder) in
an aggregate principal amount (for all such Debt so affected) exceeding
$40,000,000 and such default shall (i) consist of the failure to pay such Debt
when due (subject to any applicable grace period), whether by acceleration or
otherwise, or (ii) accelerate the maturity of such Debt or permit the holder or
holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable prior to its expressed maturity; or (b) any
event shall occur with respect to any Securitization Obligations that results
in, or permits the holder or holders of such obligations, or any trustee or
agent for such holder or holders, to cause the replacement or resignation of the
servicer with respect thereto.

     

    12.1.3 Bankruptcy, Insolvency,
etc.  The Company or any other Loan Party becomes insolvent or
generally fails to pay, or admits in writing its general inability or refusal to
pay, debts as they become due; or the Company or any other Loan Party applies
for, consents to, or acquiesces in the appointment of a trustee, receiver or
other custodian for the Company or any other Loan Party or any substantial part
of the property thereof, or makes a general assignment for the benefit of
creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for the Company or such Loan
Party or for any substantial part of the property thereof and is not discharged
within 60 days; or any bankruptcy, reorganization, debt arrangement, or other
case or proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding (except the voluntary dissolution, not under any
bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in
respect of the Company or any other Loan Party, and if such case or proceeding
is not commenced by the Company or any other Loan Party, an order for relief is
entered therein, or such case or proceeding is consented to or acquiesced in by
the Company or such other Loan Party or remains for 60 days undismissed; or the
Company or any other Loan Party takes any corporate action to authorize, or in
furtherance of, any of the foregoing.

     

    12.1.4 Non-Compliance with
Provisions of this Agreement.  (a) Failure by the Company to
comply with or to perform any covenant set forth in Sections 10.1.5(a),
10.5 through
10.9, 10.12 or 10.17; (b) failure by
the Company to comply with or to perform any covenant set forth in Sections 10.10 or
10.11 and
continuance of such failure for ten days after an Executive Officer obtains
actual knowledge; or (c) failure by the Company to comply with or to perform any
other provision of this Agreement (and not constituting an Event of Default
under any of the other provisions of this Section 12) and
continuance of such failure for 30 days after written notice thereof to the
Company from the Administrative Agent or any Bank (acting through the
Administrative Agent).

     

    12.1.5 Representations and
Warranties.  Any representation or warranty made by the Company
under any Loan Document is breached or is false or misleading in any material
respect, or any schedule, certificate, financial statement, report, notice or
other writing furnished by the Company to the Administrative Agent or any Bank
in connection herewith is false or misleading in any material respect on the
date as of which the facts therein set forth are stated or
certified.

     

    
      
        
        

      

      
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    12.1.6 Pension
Plans.  (a) Institution of any steps by the Company or any
other Person to terminate a Pension Plan if as a result of such termination the
Company could be required to make a contribution to such Pension Plan, or could
incur a liability or obligation to such Pension Plan, in excess of $25,000,000;
(b) a contribution failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA; or (c) there shall occur any
withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans
as a result of such withdrawal (including any outstanding withdrawal liability
that the Company and the Controlled Group have incurred on the date of such
withdrawal) exceeds $25,000,000.

     

    12.1.7 Judgments.  (a)
Final judgments which exceed an aggregate of $40,000,000 shall be rendered
against the Company or any Subsidiary or (b) any one or more non-monetary final
judgments shall be rendered against the Company or any Subsidiary that have, or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, in each case shall not have been paid, discharged or
vacated or had execution thereof stayed pending appeal within 30 days after
entry or filing of such judgments.

     

    12.1.8 Invalidity of
Guaranties.  The Subsidiary Guaranty shall cease to be in full
force and effect, any Subsidiary Guarantor shall fail (subject to any applicable
grace period) to comply with or to perform any applicable provision of the
Subsidiary Guaranty, or the Company or any other Loan Party (or any Person by,
through or on behalf of the Company or any other Loan Party) shall contest in
any manner the validity, binding nature or enforceability of the Subsidiary
Guaranty with respect to any Subsidiary Guarantor.

     

    12.1.9  Change in
Control.  (a) Any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under
such Act) of 30% or more of the outstanding shares of common stock of the
Company; or (b) during any 12-month period, individuals who at the beginning of
such period constituted the Company’s Board of Directors (together with any new
directors whose election by the Company’s Board of Directors or whose nomination
for election by the Company’s shareholders was approved by a vote of at least
two-thirds of the directors who either were directors at beginning of such
period or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the
Company.

     

    12.2 Effect of Event of
Default.  If any Event of Default described in Section 12.1.3 shall
occur with respect to the Company, the Commitments (if they have not theretofore
terminated) shall immediately terminate and the Loans and all other obligations
hereunder shall become immediately due and payable, all without presentment,
demand, protest or notice of any kind; and, if any other Event of Default shall
occur and be continuing, the Administrative Agent (upon written request of the
Required Banks) shall declare the Commitments (if they have not theretofore
terminated) to be terminated and/or declare all Loans and all other obligations
hereunder to be due and payable, whereupon the Commitments (if they have not
theretofore terminated) shall immediately terminate and/or all Loans and all
other obligations hereunder shall become immediately due and payable, all
without presentment, demand, protest or notice of any kind.  The
Administrative Agent shall promptly advise the Company in writing of any such
declaration, but failure to do so shall not impair the effect of such
declaration.  Notwithstanding the foregoing, the effect as an Event of
Default of any event described in Section 12.1.1 or
Section 12.1.3
may be waived by the written concurrence of all of the Banks, and the effect as
an Event of Default of any other event described in this Section 12 may be
waived by the written concurrence of the Required
Banks.  

     

    
      
        
        

      

      
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    SECTION
13. THE
ADMINISTRATIVE AGENT.

     

    13.1 Appointment and
Authority.  Each of the Banks hereby irrevocably appoints Bank
of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of
this Article are solely for the benefit of the Administrative Agent and the
Banks, and neither the Company nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

     

    13.2 Delegation of
Duties.  The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

     

    13.3 Liability of Administrative
Agent.  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:

     

    (a) shall not
be subject to any fiduciary or other implied duties, regardless of whether an
Event of Default or Unmatured Event of Default has occurred and is
continuing;

     

    (b) shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Banks (or such other number or
percentage of the Banks as shall be expressly provided for herein or in the
other Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable law; and

     

    (c) shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Company or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

     

     

    
      
        
        

      

      
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               The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Banks (or such other
number or percentage of the Banks as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 12.2 and
14.1) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Event of
Default or Unmatured Event of Default unless and until notice describing such
Event of Default or Unmatured Event of Default is given to the Administrative
Agent by the Company or a Bank.

     

               The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Event of Default or Unmatured Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document, or the creation, perfection or priority of any Lien purported to be
created by the Loan Documents, (v) the value or the sufficiency of any
collateral granted under the Loan Documents, or (vi) the satisfaction of any
condition set forth in Section 11 or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

     

    13.4 Reliance by Administrative
Agent.  (a) The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) reasonably believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and reasonably believed by it to have been made by the proper Person,
and shall not incur any liability for relying thereon.  In determining
compliance with any condition hereunder to the making of the Loans, that by its
terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent
may presume that such condition is satisfactory to such Bank unless the
Administrative Agent shall have received notice to the contrary from such Bank
prior to the making of its Loan.  The Administrative Agent may consult
with legal counsel (who may be counsel for the Company), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.

     

               (b)           For
purposes of determining compliance with the conditions specified in Section 11.1, each
Bank that has executed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
either sent by the Administrative Agent to such Bank for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to a Bank unless the Administrative
Agent shall have received notice from such Bank prior to the proposed Closing
Date specifying its objection thereto.

     

    
      
        
        

      

      
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    13.5 Credit
Decision.  Each Bank acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Bank or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Bank also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Bank or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or
thereunder.

     

    13.6 Indemnification.  Whether
or not the transactions contemplated hereby are consummated, the Banks shall
indemnify upon demand the Administrative Agent-Related Persons (to the extent
not reimbursed by or on behalf of the Company or any other Loan Party and
without limiting the obligation of the Company or any other Loan Party to do
so), pro rata, from and against any and all Indemnified Liabilities to the
extent that any such unreimbursed Indemnified Liabilities were incurred by or
asserted against the Administrative Agent in its capacity as such, or against
any other Agent-Related Person acting for the Administrative Agent in connection
with such capacity; provided that (a) no
Bank shall be liable for any payment to any Agent-Related Person of any portion
of the Indemnified Liabilities to the extent determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Person’s gross negligence or willful misconduct and (b) no action
taken in accordance with the directions of the Required Banks shall be deemed to
constitute gross negligence of willful misconduct for purposes of this
Section.  Without limitation of the foregoing, each Bank shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including reasonable fees of attorneys for the
Administrative Agent) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Company.  The undertaking in this Section shall
survive repayment of the Loans, cancellation of the Notes and the Commitments,
any termination of this Agreement and the resignation of the Administrative
Agent.

     

    13.7 Administrative Agent in
Individual Capacity.  Bank of America and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though Bank of America were not the
Administrative Agent hereunder, and without notice to or consent of the
Banks.  The Banks acknowledge that, pursuant to such activities, Bank
of America or its Affiliates may receive information regarding the Company or
its Subsidiaries (including information that may be subject to confidentiality
obligations in favor of the Company or such Subsidiary) and acknowledge that the
Administrative Agent shall not be under any obligation to provide such
information to them.  With respect to its Loan, Bank of America and
its Affiliates shall have the same rights and powers under this Agreement as any
other Bank and may exercise such rights and powers as though it were not the
Administrative Agent and the terms “Bank” and “Banks” include Bank of America
and, to the extent applicable, its Affiliates in their individual
capacities.

     

    
      
        
        

      

      
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    13.8 Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Banks and the Company.  Upon
receipt of any such notice of resignation, the Required Banks shall have the
right, with the consent of the Company (which consent shall not be unreasonably
withheld or delayed and which consent shall not be required during the existence
of an Event of Default), to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in
the United States.  If no such successor shall have been so appointed
by the Required Banks and consented to by the Company (such consent not to be
unreasonably withheld or delayed) and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Banks,
appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Company and
the Banks that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Banks under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (b) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Bank directly, until such time as the
Required Banks appoint a successor Administrative Agent as provided for above in
this Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor.  After
the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Section 13 and Sections 14.6 and
14.12 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

     

    13.9 Withholding
Tax.  (a)  (i)  If any Bank is a “foreign
corporation, partnership or trust” within the meaning of the Code (a “Foreign
Bank”) and such Bank claims exemption from, or a reduction of, U.S. withholding
tax under Sections 1441 or 1442 of the Code, such Bank agrees with and in favor
of the Administrative Agent and the Company, to deliver to the Administrative
Agent and the Company:

     

    (A)           if
such Bank claims an exemption from, or a reduction of, withholding tax under a
United States tax treaty, two properly completed and executed copies of IRS Form
W-8BEN before the payment of any interest in the first calendar year and before
the payment of any interest in each third succeeding calendar year during which
interest may be paid under this Agreement;

     

    
      
        
        

      

      
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    (B)           if
such Bank claims that interest paid under this Agreement is exempt from United
States withholding tax because it is effectively connected with a United States
trade or business of such Bank, two properly completed and executed copies of
IRS Form W-8ECI before the payment of any interest is due in the first taxable
year of such Bank and in each succeeding taxable year of such Bank during which
interest may be paid under this Agreement; and

     

    (C)           such
other form or forms as may be required under the Code or other laws of the
United States as a condition to exemption from, or reduction of, United States
withholding tax.

     

    (ii)           Each
such Bank agrees to promptly notify the Administrative Agent and the Company of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction.

     

    (b)           If
any Foreign Bank claims exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, such Bank agrees with and in favor of the Administrative Agent and
the Company to deliver to the Administrative Agent and the Company a Form W-8,
or any subsequent versions thereof or successors thereto (and, if such Bank
delivers a Form W-8, a certificate representing that such Bank is not a “bank”
for purposes of Section 881(c) of the Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Code) of the Company and is
not a controlled foreign corporation related to the Company (within the meaning
of Section 864(d)(4) of the Code)).

     

    (c)           If
any Bank claims exemption from, or reduction of, withholding tax under a United
States tax treaty by providing IRS Form W-8BEN and such Bank sells, assigns,
grants a participation in, or otherwise transfers all or part of the obligations
of the Company under the Loan Documents owing to such Bank, such Bank agrees to
notify the Administrative Agent of the percentage amount in which it is no
longer the beneficial owner of such obligations.  To the extent of
such percentage amount, the Administrative Agent will treat such Bank’s IRS Form
W-8BEN as no longer valid.

     

    (d)           If
any Bank claiming exemption from United States withholding tax by filing IRS
Form W-8ECI with the Administrative Agent sells, assigns, grants a participation
in, or otherwise transfers all or part of the obligations of the Company under
the Loan Documents owing to such Bank, such Bank agrees to undertake sole
responsibility for complying with the withholding tax requirements imposed by
Sections 1441 and 1442 of the Code.

     

    (e)           If
any Bank is entitled to a reduction in the applicable withholding tax, the
Administrative Agent may withhold from any interest payment to such Bank an
amount equivalent to the applicable withholding tax after taking into account
such reduction.  However, if the forms or other documentation required
by subsection (a) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Bank not providing such forms or other documentation an amount equivalent to the
applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction.

     

     

    
      
        
        

      

      
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    (f)           If
the IRS or any other Governmental Authority of the United States or other
jurisdiction asserts a claim that the Administrative Agent did not properly
withhold tax from amounts paid to or for the account of any Bank (because the
appropriate form was not delivered or was not properly executed, or because such
Bank failed to notify the Administrative Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Bank shall indemnify the Administrative Agent
fully for all amounts paid, directly or indirectly, by the Administrative Agent
as tax or otherwise, including penalties and interest, and including any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section, together with all costs and expenses (including reasonable
attorneys’ fees and charges).  The obligation of the Banks under this
subsection shall survive the payment of all obligations of the Loan Parties
under the Loan Documents and the resignation or replacement of the
Administrative Agent.

     

    13.10 Guaranty
Matters.  The Administrative Agent shall, and the Banks
irrevocably authorize the Administrative Agent to, upon the written request of
the Company, release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty if, after giving effect to such release, the Company is in
compliance with Sections 10.11 and
10.17.  Upon
request by the Administrative Agent at any time, the Banks will confirm in
writing the Administrative Agent’s authority to release any Subsidiary Guarantor
from its obligations under the Subsidiary Guaranty pursuant to this Section
13.10.

     

    13.11 Administrative Agent May
File Proofs of Claim.  In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other Loan Party, the Administrative Agent (irrespective of whether the
principal of any Loan, reimbursement obligation or other obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Company) shall be entitled and empowered, by intervention in such proceeding
or otherwise

     

    (a) to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other obligations of the Company and the
other Loan Parties under the Loan Documents that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to have the
claims of the Banks and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Banks and
the Administrative Agent and their respective agents and counsel and all other
amounts due the Banks and the Administrative Agent under Sections 5 and 14.6) allowed in such
judicial proceeding; and

     

    (b) to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    
      
        
        

      

      
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    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Bank to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 5 and 14.6.

     

    Nothing
contained herein shall (i) be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Bank any plan of
reorganization, arrangement, adjustment or composition affecting the obligations
of the Company and the other Loan Parties under the Loan Documents or the rights
of any Bank or to authorize the Administrative Agent to vote in respect of the
claim of any Bank in any such proceeding or (ii) preclude any Bank from filing
and proving its own claims against the Company, any other Loan Party or any
other Person.

     

    13.12 Other
Agents.  Except as expressly set forth herein, none of the
Banks or other Persons identified on the facing page or signature pages of this
Agreement as the “Syndication Agent” or a “Co-Documentation Agent” shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than, in the case of such Banks, those applicable to all Banks
as such.  Without limiting the foregoing, none of the Banks or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Bank.  Each Bank acknowledges that it has not relied, and
will not rely, on any of the Banks or other Persons so identified in deciding to
enter into this Agreement or in taking or not taking action
hereunder.

     

    SECTION
14. GENERAL.

     

    14.1 Waiver;
Amendments.  No delay on the part of the Administrative Agent
or any Bank in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by any of them of any
right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy.  No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement or the Notes shall be effective unless the same shall be in writing
and signed and delivered by the Required Banks, and then any such amendment,
modification, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.  No amendment,
modification, waiver or consent shall (i) increase the Commitment of any Bank,
(ii) extend any scheduled date for payment of any principal of or interest on
any Loan or any fees payable hereunder or (iii) reduce the principal amount of
any Loan, the rate of interest thereon or any fees payable hereunder, without,
in each case, the consent of each Bank directly affected thereby; and no
amendment, modification, waiver or consent shall (w) release the Company from
its obligations under its guarantee set forth in Section 15, (x)
release all or substantially all of the Subsidiaries party thereto from the
Subsidiary Guaranty, (y) change any provision of this Section or reduce the
aggregate Percentage required to effect an amendment, modification, waiver or
consent or (z) change any provision of Section 7.6, without,
in each case, the consent of all Banks.  No provisions of Section 13 or other
provision of this Agreement affecting the Administrative Agent in its capacity
as such shall be amended, modified or waived without the consent of the
Administrative Agent.  

     

     

    
      
        
        

      

      
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               If
any Bank does not consent to a proposed amendment, modification, waiver or
consent with respect to any Loan Document that requires the consent of each Bank
and that has been approved by the Required Banks, the Company may replace such
non-consenting Bank (a “Non-Consenting Bank”)
in accordance with Section 8.7(b); provided that such
amendment, modification, waiver or consent can be effected as a result of the
assignment contemplated by such Section (together with all other such
assignments required by the Company to be made pursuant to this
paragraph).

     

    14.2 Counterparts.  This
Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Agreement.

     

    14.3 Notices.  Except
as otherwise provided in Sections 2.2 and
2.3, all
notices hereunder shall be in writing (including facsimile transmission) and
shall be sent to the applicable party at its address shown on Schedule 14.3 (or, in
the case of a Bank other than Bank of America, in such Bank’s Administrative
Questionnaire) or at such other address as such party may, by written notice
received by the other parties, have designated as its address for such
purpose.  Notices sent by facsimile transmission shall be deemed to
have been given when sent and receipt of such facsimile is confirmed; notices
sent by mail shall be deemed to have been given three Business Days after the
date when sent by registered or certified mail, postage prepaid; and notices
sent by hand delivery or overnight courier service shall be deemed to have been
given when received.  For purposes of Sections 2.2 and
2.3, the
Administrative Agent shall be entitled to rely on telephonic instructions from
any person that the Administrative Agent in good faith believes is an authorized
officer or employee of the Company, and the Company shall hold the
Administrative Agent and each other Bank harmless from any loss, cost or expense
resulting from any such reliance.  Each Public Bank agrees to cause at
least one individual at or on behalf of such Public Bank to at all times have
selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Bank or its
delegate, in accordance with such Public Bank’s compliance procedures and
applicable Law, including United States Federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the
“Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrowers or its securities for
purposes of United States Federal or state securities laws.

     

    14.4 Computations.  Where
the character or amount of any asset or liability or item of income or
expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purpose of this Agreement, such
determination or calculation shall, to the extent applicable and except as
otherwise specified in this Agreement, be made in accordance with GAAP,
consistently applied; provided that if the
Company notifies the Administrative Agent that the Company wishes to amend any
covenant in Section
10 to eliminate or to take into account the effect of any change in GAAP
on the operation of such covenant (or if the Administrative Agent notifies the
Company that the Required Banks wish to amend Section 10 for such
purpose), then the Company’s compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Company and the Required
Banks.

     

     

    
      
        
        

      

      
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    14.5 Regulation
U.  Each Bank represents that it in good faith is not
relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

     

    14.6 Costs, Expenses and
Taxes.  The Company agrees to pay on demand all reasonable and
documented out-of-pocket costs and expenses of the Administrative Agent, the
Syndication Agent and the Lead Arrangers (including the reasonable and
documented fees and charges of Mayer Brown, LLP, counsel for the Administrative
Agent, the Syndication Agent and the Lead Arrangers, and of local counsel, if
any, who may be retained by such counsel) in connection with the preparation,
execution and delivery of this Agreement, the other Loan Documents and all other
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith (including any amendments, supplements or waivers to any
Loan Documents), and all reasonable and documented out-of-pocket costs and
expenses (including reasonable attorneys’ fees, court costs and other legal
expenses) incurred by the Administrative Agent and each Bank in connection with
the enforcement of this Agreement, the other Loan Documents or any such other
documents during the existence of any Event of Default or Unmatured Event of
Default.  In addition, the Company agrees to pay, and to save the
Administrative Agent, the Syndication Agent, the Lead Arrangers and the Banks
harmless from all liability for, (a) any stamp or other taxes (excluding income
taxes and franchise taxes based on net income) which may be payable in
connection with the execution and delivery of this Agreement, the borrowings
hereunder, the issuance of the Notes or the execution and delivery of any other
Loan Document or any other document provided for herein or delivered or to be
delivered hereunder or in connection herewith and (b) any fees of the Company’s
auditors and, if an Event of Default or Unmatured Event of Default exists, any
costs and expenses of the Administrative Agent or any Bank in connection with
any reasonable exercise by the Administrative Agent or any Bank of its rights
pursuant to Section
10.2.  All obligations provided for in this Section 14.6 shall
survive repayment of the Loans, cancellation of the Notes, and any termination
of this Agreement.

     

    14.7 Captions.  Section
captions used in this Agreement are for convenience only and shall not
affect the construction of this Agreement.

     

    14.8 Successors and
Assigns.  This Agreement shall be binding upon the
Company, the Administrative Agent and the Banks and their respective successors
and assigns, and shall inure to the benefit of the Company, the Administrative
Agent and the Banks and the successors and assigns of the Administrative Agent
and the Banks.

     

    14.9 Assignments;
Participations.

     

    14.9.1 Assignments.  Any
Bank may, with the prior written consent of the Administrative Agent, the
Syndication Agent and, so long as no Unmatured Event of Default or Event of
Default has occurred and is continuing, the Company (which consents shall not be
unreasonably delayed or withheld and shall not be required for an assignment to
another Bank or an Affiliate of a Bank), at any time assign and delegate to one
or more commercial banks or other Persons (any Person to whom such an assignment
and delegation is to be made being herein called an “Assignee”), all or
any fraction of such Bank’s Loan and Commitment (which assignment and delegation
shall be of a constant, and not a varying, percentage of the assigning Bank’s
Commitment or Loan, as applicable) in an aggregate amount of at least
$[5,000,000]; provided that (a) no
assignment and delegation may be made to any Person if, at the time of such
assignment and delegation, the Company would be obligated to pay any greater
amount under Section
7.7 or Section
8 to the Assignee than the Company is then obligated to pay to the
assigning Bank under such Sections (and if any assignment is made in violation
of the foregoing, the Company will not be required to pay the incremental
amounts) and (b) the Company and the Administrative Agent shall be entitled to
continue to deal solely and directly with such Bank in connection with the
interests so assigned and delegated to an Assignee until the date when all of
the following conditions shall have been met:

     

    
      
        
        

      

      
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    (x)  five
Business Days (or such lesser period of time as the Administrative Agent and the
assigning Bank shall agree) shall have passed after written notice of such
assignment and delegation, together with payment instructions, addresses and
related information with respect to such Assignee, shall have been given to the
Company and the Administrative Agent by such assigning Bank and the
Assignee,

     

    (y)  the
assigning Bank and the Assignee shall have executed and delivered to the Company
and the Administrative Agent an assignment agreement substantially in the form
of Exhibit D
(an “Assignment
Agreement”), together with any documents required to be delivered
hereunder, which Assignment Agreement shall have been accepted by the
Administrative Agent, and

     

    (z)  the
assigning Bank or the Assignee shall have paid the Administrative Agent a
processing fee of $3,500.

     

    From and
after the date on which the conditions described above have been met, (x) such
Assignee shall be deemed automatically to have become a party hereto and, to the
extent that rights and obligations hereunder have been assigned and delegated to
such Assignee pursuant to such Assignment Agreement, shall have the rights and
obligations of a Bank hereunder, and (y) the assigning Bank, to the extent that
rights and obligations hereunder have been assigned and delegated by it pursuant
to such Assignment Agreement, shall be released from its obligations
hereunder.  Within five Business Days after the effectiveness of any
assignment and delegation to a Person that is not currently a Bank hereunder,
the Company shall execute and deliver to the Administrative Agent (for delivery
to the Assignee) a new Note dated the effective date of such
assignment.  Any attempted assignment and delegation not made in
accordance with this Section 14.9.1 shall
be null and void.

     

    Notwithstanding
the foregoing provisions of this Section 14.9.1 or any
other provision of this Agreement, any Bank may at any time assign all or any
portion of its Loans and its Note to a Federal Reserve Bank (but no such
assignment shall release any Bank from any of its obligations
hereunder).

     

     

    
      
        
        

      

      
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    14.9.2 Participations.  Any
Bank may at any time sell to one or more commercial banks or other Persons
participating interests in its Loan, the Note held by such Bank, the Commitment
of such Bank or any other interest of such Bank hereunder (any Person purchasing
any such participating interest being herein called a “Participant”).  In
the event of a sale by a Bank of a participating interest to a Participant, (x)
such Bank shall remain the holder of its Note for all purposes of this
Agreement, (y) the Company and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank’s rights and
obligations hereunder and (z) all amounts payable by the Company shall be
determined as if such Bank had not sold such participation and shall be paid
directly to such Bank.  No Participant shall have any direct or
indirect voting rights hereunder except with respect to any of the events
described in the third sentence of Section 14.1.  Each
Bank agrees to incorporate the requirements of the preceding sentence into each
participation agreement which such Bank enters into with any
Participant.  The Company agrees that if amounts outstanding under
this Agreement and the Notes are due and payable (as a result of acceleration or
otherwise), each Participant shall be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Bank under this Agreement or such Note; provided that such
right of setoff shall be subject to the obligation of each Participant to share
with the Banks, and the Banks agree to share with each Participant, as provided
in Section
7.6.  The Company also agrees that each Participant shall be
entitled to the benefits of Section 7.7 and Section 8 as if it
were a Bank (provided that no Participant shall receive any greater compensation
pursuant to Section
7.7 or Section
8 than would have been paid to the participating Bank if no participation
had been sold).

     

    14.10 Payments Set
Aside.  To the extent that any payment by or on behalf of the
Company is made to the Administrative Agent or any Bank, or the Administrative
Agent or any Bank exercises its right of set-off, and such payment or the
proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent or such Bank
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any bankruptcy, insolvency or similar law
or otherwise, then to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and each Bank severally agrees to pay to the Administrative Agent
upon demand its applicable share of any amount so recovered from or repaid by
the Administrative Agent, plus interest thereon from the date of such demand to
the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

     

    14.11 Governing
Law.  This Agreement and each Note shall be a contract
made under and governed by and construed and interpreted in accordance with, the
laws of the State of Illinois applicable to contracts made and to be performed
entirely within such State.  Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.  All
obligations of the Company and rights of the Administrative Agent and the Banks
expressed herein or in any other Loan Document shall be in addition to and not
in limitation of those provided by applicable law.

     

     

    
      
        
        

      

      
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    14.12 Indemnification by the
Company.  In consideration of the execution and delivery of
this Agreement by the Administrative Agent and the Banks and the agreement to
extend the Commitment provided hereunder, the Company hereby agrees to
indemnify, exonerate and hold the Administrative Agent, the Syndication Agent,
the Lead Arrangers, each Bank and each of their respective Related Parties (each
a “Bank Party”)
free and harmless from and against any and all actions, causes of action, suits,
losses, liabilities, damages and expenses, including reasonable attorneys’ fees
and charges of one counsel for the Administrative Agent and one counsel for all
other Bank Parties (except in each case to the extent that separate counsel
would be required as the result of any conflict of interest) and settlement
costs (collectively, the “Indemnified
Liabilities”), incurred by the Bank Parties or any of them as a result
of, or arising out of, or relating to (i) any tender offer, merger, purchase of
stock, purchase of assets or other similar transaction financed or proposed to
be financed in whole or in part, directly or indirectly, with the proceeds of
any of the Loans, (ii) the Commitment, Loans or the use or proposed use of the
proceeds therefrom, (iii) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Hazardous Substance at any
property owned or leased by the Company or any Subsidiary, (iv) any violation of
any Environmental Law with respect to conditions at any property owned or leased
by the Company or any Subsidiary or the operations conducted thereon, (v) the
investigation, cleanup or remediation of offsite locations at which the Company
or any Subsidiary or their respective predecessors are alleged to have directly
or indirectly disposed of hazardous substances or (vi) the execution,
delivery, performance or enforcement of this Agreement or any other Loan
Document by any of the Bank Parties and, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of
the Loan Documents; provided that such
indemnity shall not, as to any Bank Party, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements (A) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of, or violation of applicable
law by, such Bank Party, (B) result from a breach by such Bank Party of Section 14.15, (C)
result from a dispute between such Bank Party and another Bank Party or (D)
constitute fees and expenses incurred in connection with the review by such Bank
Party of this Agreement or any other Loan Document (other than in connection
with any enforcement thereof).  If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Company hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable
law.  Nothing set forth above shall be construed to relieve any Bank
Party from any obligation it may have under this Agreement.  No Bank
Party shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Bank Party have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date).  All amounts due under this Section 14.12 shall
be payable within ten Business Days after demand therefor (which demand shall be
accompanied by a statement from the applicable Bank Party setting forth such
amounts in reasonable detail).  All obligations provided for in this
Section 14.12
shall survive repayment of the Loans, cancellation of the Notes and any
termination of this Agreement.  

     

    14.13 Forum Selection and Consent
to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS.  THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE.  THE COMPANY FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID TO SUCH
ADDRESS AS DETERMINED PURSUANT TO SECTION 14.3, BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ILLINOIS.  THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    
      
        
        

      

      
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    14.14 Waiver of Jury
Trial.  EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH
BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

     

    14.15 Confidentiality.  Each
Bank agrees to maintain the confidentiality of all information provided to it by
or on behalf of the Company or any Subsidiary, or by the Administrative Agent on
the Company’s or such Subsidiary’s behalf, under this Agreement or any other
Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Company or any Subsidiary; except to
the extent such information (i) was or becomes generally available to the public
other than as a result of disclosure by the Bank or its Affiliates, or (ii) was
or becomes available on a  non-confidential basis from a source other
than the Company or a Subsidiary, provided that such source is not bound by a
confidentiality agreement with the Company known to the Bank; provided that any
Bank may disclose such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which the Bank is subject or in
connection with an examination of such Bank by any such authority; (B) pursuant
to subpoena or other court process; (C) when required to do so in accordance
with the provisions of any applicable law; (D) to the extent reasonably required
in connection with any litigation or proceeding involving the Company to which
the Administrative Agent, any Bank or their respective Affiliates may be party;
(E) to the extent reasonably required in connection with the exercise of any
remedy hereunder or under any other Loan Document; (F) to such Bank’s
independent auditors, trustees and other professional advisors; (G) to any
Participant or Assignee, actual or potential, or to any direct, indirect, actual
or prospective counterparty to any swap, derivative or securitization
transaction related to the obligations of the Loan Parties under the Loan
Documents, provided that, in each case, such Person agrees in writing to keep
such information confidential to the same extent required of the Banks
hereunder; (H) as to any Bank or its Affiliate, as expressly permitted under the
terms of any other document or agreement regarding confidentiality to which the
Company or any Subsidiary is party with such Bank or such Affiliate; (I) to its
Affiliates, provided that such Affiliate is advised of the confidentiality
requirements set forth herein and agrees in writing (for the benefit of the
Company) to keep such information confidential to the same extent required
hereunder (it being understood that each Bank shall be liable for the breach by
any of its Affiliates of any such confidentiality requirement); and (J) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about such Bank’s investment portfolio in connection with ratings issued with
respect to such Bank.  Each Bank will, so long as not prohibited from
doing so by any applicable law, notify the Company of any request for
information of the type referred to in clause (B) or (C) above prior to
disclosing such information so that the Company may seek appropriate relief from
any applicable court or other Governmental Authority (but failure to so notify
the Company shall not result in any liability to such Bank).

     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    14.16 USA PATRIOT Act
Notice.  Each Bank that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Bank)
hereby notifies the Company that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies
the Company, which information includes the name and address of the Company and
other information that will allow such Bank or the Administrative Agent, as
applicable, to identify the Company in accordance with the Act.

     

    14.17 No Fiduciary or Implied
Duties.  The Company acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that in acting as the Administrative Agent, the
Administrative Agent will not have responsibility except as set forth in this
Agreement and shall in no event be subject to any fiduciary or other implied
duties.  The Company waives and releases, to the fullest extent
permitted by law, any claims that it may have against the Administrative Agent
with respect to any breach or alleged breach of agency or fiduciary
duty.

     

    14.18 Intercreditor
Agreement.  The Lenders authorize and direct the Administrative
Agent to execute and deliver, on their behalf, an acknowledgement in the form of
Exhibit A to the Intercreditor Agreement so that this Agreement will be an
Additional Obligations Agreement (as defined in the Intercreditor
Agreement).

     


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.

     

    
      
        	 	REGAL BELOIT
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ David A. Barta	 
	 	 Name:	 David A. Barta    	 
	 	 Title:	 Vice President, Chief Financial Officer	 
	 	 	 	 


      

    

     

    
    

    


    



    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

    
      	 	BANK OF AMERICA,
      N.A.,	 
	 	as
      Administrative Agent	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Michael Brashler	 
	 	 Name:	 Michael Brashler	 
	 	 Title:	 Vice President	 
	 	 	 	 


    

     

    
      
        	 	BANK OF AMERICA,
      N.A.,	 
	 	as
      a Bank	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ Steven K. Kessler	 
	 	 Name:	 Steven K. Kessler	 
	 	 Title:	 Senior Vice President	 
	 	 	 	 


      

    

     

    
 


    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    

     

     

    
      
        	 	JPMORGAN CHASE BANK, N.A., as
      Syndication 	 
	 	Agent
      and a Bank	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ James M. Sumoski	 
	 	 Name:	 James M. Sumoski	 
	 	 Title:	 Vice President	 
	 	 	 	 


      




    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    

     

    
 

    
      	
            	U.S. BANK, NATIONAL
      ASSOCIATION, as 
	 	Documentation Agent and a
      Bank	 
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ Caroline Krider	 
	 	 Name:	 Caroline Krider	 
	 	 Title:	 Vice President and Senior Lender	 
	 	 	 	 





     

    
    


    
      
         


      

      
        S-4

        
          

        

      

      
         


      

    

     

     

    
      	
            	WELLS FARGO BANK, N.A., as
      Documentation
	 	Agent and a
    Bank	 
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ Paul J. Hennessy	 
	 	 Name:	 Paul J. Hennessy	 
	 	 Title:	 Vice President	 
	 	 	 	 





    


    


     

    


    


     

    
    


    
      
         


      

      
        S-5

        
          

        

      

      
         


      

    


    
      	
            	THE BANK OF TOKYO-MITSUBISHI
      UFJ, LTD.
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ Victor Pierzchalski	 
	 	 Name:	 Victor Pierzchalski	 
	 	 Title:	 Authorized Signatory	 
	 	 	 	 





    


     

     

    
    


    
      
         


      

      
        S-6

        
          

        

      

      
         


      

    


    
      	
            	SUMITOMO MITSUI
      BANKING
	 	CORPORATION, NEW
      YORK	 
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ Yoshihiro Hyakutome	 
	 	 Name:	 Yoshihiro Hyakutome	 
	 	 Title:	 General Manager	 
	 	 	 	 





    


     

    


     

    
    

    


    



    
      
         


      

      
        S-7

        
          

        

      

      
         


      

    

     

     

    
      	
            	M&I MARSHALL & ILSLEY
      BANK
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ James R. Miller	 
	 	 Name:	 James R. Miller	 
	 	 Title:	 Senior Vice President	 
	 	 	 	 


    

    
    

    
      	
            	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ Stephen F. Geimer     	 
	 	 Name:	 Stephen F. Geimer	 
	 	 Title:	 Senior Vice President	 
	 	 	 	 





    


    


     

    
    

    



    
      
         


      

      
        S-8

        
          

        

      

      
         


      

    

     

     

    
      	
            	THE NORTHERN TRUST
      COMPANY
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ David E. Graham	 
	 	 Name:	 David E. Graham	 
	 	 Title:	 Second Vice President	 
	 	 	 	 





    


     

     

    
    


    
      
         


      

      
        S-9

        
          

        

      

      
         


      

    

     

    
      	
            	HSBC BANK USA, NATIONAL
      ASSOCIATION
	 	 	 	 
	
               

            	
              By:
      

            	 /s/ John S. Sneed	 
	 	 Name:	 John S. Sneed	 
	 	 Title:	 Vice President	 
	 	 	 	 





    


                                                   

     

    
    



    


     


    
      
         


      

      
        S-10