rentech_8k-ex1001.htm


    
      EXHIBIT
10.1

       

      
        

        

      

      AMENDED
AND RESTATED CREDIT AGREEMENT

       

      dated as
of

       

      June 13,
2008,

       

      among

       

      RENTECH
ENERGY MIDWEST CORPORATION,

      as
Borrower,

       

      RENTECH,
INC.,

       

      THE
LENDERS PARTY HERETO

       

      and

       

      CREDIT
SUISSE, CAYMAN ISLANDS BRANCH

      as
Administrative Agent and Collateral Agent

    

     

     

      
        

      

    

     

     

     

     

     

     

     

     

    
      

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE OF
CONTENTS

     

     

    
      	 	 	
              Page

            
	 


    

    ARTICLE
I

    Definitions

    

       

      
        	SECTION
    1.01.	Defined
    Terms	
                1

              
	SECTION
      1.02.	Terms
      Generally	      
                17

              
	SECTION
    1.03.	Pro Forma
      Calculations	      
                17

              


      

       

      ARTICLE
II

      The
Credits

       

      
        	SECTION
      2.01.	Commitments	      
                17

              
	SECTION
      2.02.	Loans	      
                18

              
	SECTION
    2.03.	Evidence of Debt;
      Repayment of Loans	      
                18

              
	SECTION
    2.04.	Fees	      
                19

              
	SECTION
    2.05.	Interest on
      Loans	      
                19

              
	SECTION
    2.06.	Default
      Interest	      
                19

              
	SECTION
    2.07.	Conversion and
      Continuation of Loans	      
                19

              
	SECTION
    2.08.	Repayment of Loans;
      Termination of Commitments	      
                21

              
	SECTION
    2.09.	Voluntary
      Prepayment	      
                21

              
	SECTION
    2.10.	Mandatory
      Prepayments	      
                22

              
	SECTION
    2.11.	Prepayment or Offer
      to Purchase in Connection with Change in Control	      
                22

              
	SECTION
    2.12.	Pro Rata
      Treatment	      
                23

              
	SECTION
    2.13.	Sharing of
      Setoffs	      
                23

              
	SECTION
    2.14.	Payments	      
                23

              
	SECTION
    2.15.	Taxes	      
                24

              
	SECTION
    2.16.	Assignment of
      Commitments Under Certain Circumstances; Duty to Mitigate	      
                25

              
	SECTION
    2.17.	Reserve
      Requirements; Change in Circumstances	      
                26

              
	SECTION
    2.18.	Change in
      Legality	      
                27

              
	SECTION
    2.19.	Breakage	      
                27

              
	SECTION
    2.20.	Alternate Rate of
      Interest	      
                27

              
	SECTION
    2.21.	Agreement to Amend
      and Restate	      
                28

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      ARTICLE
III

      Representations
and Warranties

       

      
        	SECTION
    3.01.	Organization;
      Powers	      
                28

              
	SECTION
    3.02.	Authorization	      
                28

              
	SECTION
    3.03.	Enforceability	      
                28

              
	SECTION
    3.04.	Governmental
      Approvals	      
                29

              
	SECTION
    3.05.	Financial
      Statements	      
                29

              
	SECTION
    3.06.	No Material Adverse
      Change	      
                29

              
	SECTION
    3.07.	Title to Properties;
      Possession Under Leases	      
                29

              
	SECTION
    3.08.	Subsidiaries	      
                30

              
	SECTION
    3.09.	Litigation;
      Compliance with Laws	      
                30

              
	SECTION
    3.10.	Agreements	      
                30

              
	SECTION
    3.11.	Federal Reserve
      Regulations	      
                31

              
	SECTION
    3.12.	Investment Company
      Act	      
                31

              
	SECTION
    3.13.	Use of
      Proceeds	      
                31

              
	SECTION
    3.14.	Tax
Returns	      
                31

              
	SECTION
    3.15.	No Material
      Misstatements	      
                31

              
	SECTION
    3.16.	Employee Benefit
      Plans	      
                31

              
	SECTION
    3.17.	Environmental
      Matters	      
                32

              
	SECTION
    3.18.	Insurance	      
                32

              
	SECTION
    3.19.	Security
      Documents	      
                32

              
	SECTION
    3.20.	Location of Real
      Property and Leased Premises	      
                33

              
	SECTION
    3.21.	Labor
    Matters	      
                33

              
	SECTION
    3.22.	Solvency	      
                34

              
	SECTION
    3.23.	Sanctioned
      Persons	      
                34

              


      

       

      ARTICLE
IV

      Conditions
of Lending

       

      
        	SECTION
    4.01.	Conditions	      
                34

              


      

       

      ARTICLE
V

      Affirmative
Covenants

       

      
        	SECTION
    5.01.	Existence;
      Compliance with Laws; Businesses and Properties	      
                37

              
	SECTION
    5.02.	Insurance	      
                37

              
	SECTION
    5.03.	Obligations and
      Taxes	      
                38

              
	SECTION
    5.04.	Financial
      Statements, Reports, etc	      
                38

              
	SECTION
    5.05.	Litigation and Other
      Notices	      
                      
                  40

                

              
	SECTION
    5.06.	Information
      Regarding Collateral	      
                41

              
	SECTION
    5.07.	Maintaining Records;
      Access to Properties and Inspections	      
                41

              
	SECTION
    5.08.	Use of
      Proceeds	      
                41

              
	SECTION
    5.09.	Employee
      Benefits	      
                42

              
	SECTION
    5.10.	Compliance with
      Environmental Laws	      
                42

              
	SECTION
    5.11.	Preparation of
      Environmental Reports	      
                42

              
	SECTION
    5.12.	Further
      Assurances	      
                42

              
	SECTION
    5.13.	Post Closing
      Covenant	      
                43

              
	SECTION
    5.14.	Cash
      Management	      
                43

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        ARTICLE
VI

        Negative
Covenants

      

       

      
        	SECTION
    6.01.	Indebtedness	      
                43

              
	SECTION
    6.02.	Liens	      
                45

              
	SECTION
    6.03.	Sale and Lease-Back
      Transactions	      
                46

              
	SECTION
    6.04.	Investments, Loans
      and Advances	      
                46

              
	SECTION
    6.05.	Mergers,
      Consolidations, Sales of Assets and Acquisitions	      
                48

              
	SECTION
    6.06.	Restricted Payments;
      Restrictive Agreements	      
                49

              
	SECTION
    6.07.	Transactions with
      Affiliates	      
                50

              
	SECTION
    6.08.	Business of
      Holdings, Borrower and Subsidiaries	      
                50

              
	SECTION
    6.09.	Other Indebtedness
      and Agreements	      
                50

              
	SECTION
    6.10.	Capital
      Expenditures	      
                51

              
	SECTION
    6.11.	Minimum
    EBITDA	      
                51

              
	SECTION
    6.12.	Fiscal
Year	      
                52

              
	SECTION
    6.13.	Certain Equity
      Securities	      
                52

              
	SECTION
    6.14.	Negative
      Pledge	      
                52

              
	SECTION
    6.15.	No Speculative
      Agreements	      
                52

              
	SECTION
    6.16.	Minimum Liquidity
      Threshold	      
                53

              


      

       

    

    ARTICLE
VII

    Events of
Default

     

     

    ARTICLE
VIII

    The
Administrative Agent and the Collateral Agent

     

     

    ARTICLE
IX

    Miscellaneous

     

    
      
        	SECTION
    9.01.	Notices; Electronic
      Communications	      
                57

              
	SECTION
    9.02.	Survival of
      Agreement	      
                60

              
	SECTION
    9.03.	Binding
    Effect	      
                60

              
	SECTION 9.04.	Successors and
      Assigns	      
                60

              
	SECTION 9.05.	Expenses;
      Indemnity	      
                63

              
	SECTION 9.06.	Right of
      Setoff	      
                65

              
	SECTION 9.07.	Applicable
    Law	      
                65

              
	SECTION 9.08.	Waivers;
      Amendment	      
                65

              
	SECTION 9.09.	Interest Rate
      Limitation	      
                66

              
	SECTION 9.10.	Entire
      Agreement	      
                66

              
	SECTION 9.11.	WAIVER OF JURY
      TRIAL	      
                66

              
	SECTION 9.12.	Severability	      
                66

              
	SECTION 9.13.	Counterparts	      
                67

              
	SECTION 9.14.	Headings	      
                67

              
	SECTION 9.15.	Jurisdiction;
      Consent to Service of Process	      
                67

              
	SECTION 9.16.	Confidentiality	      
                67

              
	SECTION 9.17.	Lender
    Action	      
                68

              
	SECTION 9.18.	USA PATRIOT Act
      Notice	      
                68

              
	SECTION 9.19.	Diligence	      
                68

              


      

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

    

    
       

    

    SCHEDULES

     

    
      	
              Schedule
      1.01(b)

            	
              -

            	
              Subsidiary
      Guarantors

            


    

    
      	
              Schedule
      1.01(c)

            	
              -

            	
              Mortgaged
      Property

            
	      
              Schedule
      2.01

            	      
              -

            	      
              Lenders
      and Commitments

            
	      
              Schedule
      3.08

            	      
              -

            	      
              Subsidiaries

            
	      
              Schedule
      3.09

            	      
              -

            	      
              Litigation

            
	      
              Schedule
      3.17

            	      
              -

            	      
              Environmental
      Matters

            
	      
              Schedule
      3.18

            	      
              -

            	      
              Insurance

            


    

    
    

    
    

    
    

    
    

    
    

    
      	
              Schedule
      3.19(a)

            	
              -

            	
              UCC
      Filing Offices

            


    

    
      	
              Schedule
      3.19(c)

            	
              -

            	
              Mortgage
      Filing Offices

            


    

    
      	
              Schedule
      3.20(a)

            	
              -

            	
              Owned
      Real Property

            


    

    
      	
              Schedule
      3.20(b)

            	
              -

            	
              Leased
      Real Property

            
	      
              Schedule
      5.13

            	      
              -

            	      
              Post-Closing
      Items

            
	      
              Schedule
      6.01

            	      
              -

            	      
              Existing
      Indebtedness

            
	      
              Schedule
      6.02

            	      
              -

            	      
              Existing
      Liens

            


    

     
EXHIBITS

     

    
      	      
              Exhibit
      A

            	      
              -

            	      
              Form
      of Assignment and Acceptance

            
	      
              Exhibit
      B

            	      
              -

            	      
              Form
      of Borrowing Request

            
	      
              Exhibit
      C

            	      
              -

            	      
              Form
      of Guarantee and Collateral Agreement

            
	      
              Exhibit
      D

            	      
              -

            	      
              Form
      of Compliance Certificate

            
	      
              Exhibit
      E

            	      
              -

            	      
              Form
      of Notice of Conversion and Continuation of
    Borrowings

            
	      
              Exhibit
      F

            	      
              -

            	      
              Form
      of Reaffirmation and Amendment
Agreement

            


    

    
    

    
    

    
    

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

     

    AMENDED
AND RESTATED CREDIT AGREEMENT dated as of June 13, 2008, among RENTECH ENERGY
MIDWEST CORPORATION, a Delaware corporation (the “Borrower”),
RENTECH, INC., a Colorado corporation (“Holdings”),
the Lenders (such term and each other capitalized term used but not defined in
this introductory statement having the meaning given it in Article I), and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity,
including any successor thereto, the “Administrative
Agent”) and as collateral agent (in such capacity, including any
successor thereto, the “Collateral
Agent”) for the Lenders.

     

    The
Borrower entered into that certain Credit Agreement dated as of May 30, 2008 by
and among the Borrower, Holdings, certain financial institutions party thereto,
as lenders, and the Administrative and Collateral Agent (the “Original Credit
Agreement”) pursuant to which the Borrower had the ability to borrow up
to $26,500,000 in term loans from the lenders thereunder.

     

    The
Borrower has requested (i) the Lenders to extend additional credit in the form
of term loans on the Closing Date, in an aggregate principal amount of
$26,500,000 and (ii) amend and restate the Original Credit Agreement in
connection with the extension of the additional term loans. The proceeds of the
additional term loans are to be used for used solely for general corporate
purposes of the Borrower and the Subsidiaries, including for the making of any
distribution or loan to Holdings with the proceeds of the term
loans.

     

    The
Lenders are willing to extend such additional credit to the Borrower on the
terms and subject to the conditions set forth herein.  Accordingly,
the parties hereto agree as follows:

     

    ARTICLE
I

    Definitions

     

    SECTION
1.01. Defined
Terms.  As used in this Agreement, the following terms shall
have the meanings specified below:

     

    “ABR”, when
used in reference to any Loan, refers to whether such Loan is bearing interest
at a rate determined by reference to the Alternate Base Rate.

     

    “Acquired
Entity” shall have the meaning assigned to such term in
Section 6.04(h).

     

    “Adjusted LIBO
Rate” shall mean for any Interest Period, an interest rate per annum
equal to the product of (a) the LIBO Rate in effect for such Interest
Period and (b) Statutory Reserves.

     

    “Administrative
Agent” shall have the meaning assigned to such term in the introductory
statement to this Credit Agreement.

     

    “Administrative
Agent Fees” shall have the meaning assigned to such term in
Section 2.04(a).

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    “Administrative
Questionnaire” shall mean an Administrative Questionnaire such form as
may be supplied from time to time by the Administrative Agent.

     

    “Affiliate”
shall mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified; provided, however, that, for
purposes of Section 6.07 the term “Affiliate” shall also include any Person that
directly or indirectly owns 5% or more of any class of Equity Interests of the
Person specified or that is an officer or director of the Person
specified.

     

    “Alternate Base
Rate” shall mean, for any day, a rate per annum equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%; provided, that any
time the Alternate Base Rate described shall be less than 4.00%, the Alternate
Base Rate for purposes of determining any applicable interest rate shall be
deemed to be 4.00%.  If the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the Alternate
Base Rate shall be determined without regard to clause (b) of the preceding
sentence until the circumstances giving rise to such inability no longer
exist.  Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, as the case may be.

     

    “Agents”
shall have the meaning assigned to such term in Article VIII.

     

    “Agreement
Value” means, for each Hedging Agreement, on any date of determination,
the maximum aggregate amount (giving effect to any netting agreements) that
Holdings, the Borrower or such Subsidiary would be required to pay if such
Hedging Agreement were terminated on such date.

     

    “Applicable
Margin” shall mean, for any day with respect to any Loan, (a) accruing
interest at the Alternate Base Rate, 8.0%, or (b) accruing interest at the
Adjusted LIBO Rate, 9.0% per annum.

     

    “Asset
Sale” shall mean the sale, transfer or other disposition (by way of
merger, casualty, condemnation or otherwise) by Holdings, the Borrower or any
Subsidiary Guarantor to any Person other than the Borrower or any Subsidiary
Guarantor of (a) any Equity Interests of any of the Subsidiaries (other
than directors’ qualifying shares) or (b) any other assets of the Borrower
or any of the Subsidiaries (other than (i) inventory, damaged, obsolete or
worn out assets, scrap and Permitted Investments, in each case disposed of in
the ordinary course of business, (ii) dispositions between or among Foreign
Subsidiaries and (iii) any sale, transfer or other disposition or series of
related sales, transfers or other dispositions having a value not in excess of
$250,000).

     

    “Assignment and
Acceptance” shall mean an
assignment and acceptance entered into by a Lender and an Eligible Assignee, and
accepted by the Administrative Agent, in the form of Exhibit A or such
other form as shall be approved by the Administrative Agent.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Board”
shall mean the Board of Governors of the Federal Reserve System of the United
States of America.

     

    “Borrower”
shall have the meaning assigned to such term in the introductory statement to
this Credit Agreement.

     

    “Borrower
Materials” shall have the meaning assigned to such term in
Section 9.01.

     

    “Borrowing
Request” shall mean a request by the Borrower in accordance with the
terms of Section 2.02 and substantially in the form of Exhibit B, or
such other form as shall be approved by the Administrative Agent.

     

    “Business
Day” shall mean any day other than a Saturday, Sunday, a day on which
banks in New York City are authorized or required by law to close and, if any
Loan accrues interest at the LIBO Rate, a day on which banks are not open for
dealings in Dollar deposits in the London interbank market.

     

    “Capital
Expenditures” shall mean, for any period, (a) the additions to property,
plant and equipment and other capital expenditures of the Borrower and its
consolidated Subsidiaries that are (or should be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance
with GAAP and (b) Capital Lease Obligations or Synthetic Lease Obligations
incurred by the Borrower and its consolidated Subsidiaries during such period,
but excluding in each case any such expenditure made to restore, replace or
rebuild property to the condition of such property immediately prior to any
damage, loss, destruction or condemnation of such property, to the extent such
expenditure is made with insurance proceeds, condemnation awards or damage
recovery proceeds relating to any such damage, loss, destruction or
condemnation.

     

    “Capital Lease
Obligations” of any Person shall mean the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    A “Change in
Control” shall be deemed to have occurred if (a) any “person” or
“group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of
1934 as in effect on the date hereof) shall own, directly or indirectly,
beneficially or of record, shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
Holdings, (b) a majority of the seats (other than vacant seats) on the
board of directors of Holdings shall at any time be occupied by persons who were
neither (i) nominated by the board of directors of Holdings nor
(ii) appointed by directors so nominated, (c) any change in control
(or similar event, however denominated) with respect to Holdings, the Borrower
or any Subsidiary Guarantor shall occur under and as defined in any indenture or
agreement in respect of Material Indebtedness to which Holdings, the Borrower or
any Subsidiary is a party, or (d) Holdings shall cease to directly own,
beneficially and of record, 100% of the issued and outstanding Equity Interests
of Rentech Development Corporation, a Colorado corporation, or (e) Rentech
Development Corporation shall cease to directly own, beneficially and of record,
100% of the issued and outstanding Equity Interests of the
Borrower.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Change in Control
Premium” shall
mean an amount equal to 1.0% of the aggregate principal amount of a Loan being
prepaid in connection with a Change in Control.

     

    “Change in
Law” shall mean (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.

     

    “Charges”
shall have the meaning assigned to such term in Section 9.09.

     

    “Closing
Date” shall mean June 13, 2008.

     

    “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

     

    “Collateral”
shall mean all the “Collateral” as defined in any Security Document and shall
also include the Mortgaged Properties.

     

    “Collateral
Agent” shall have the meaning assigned to such term in the introductory
statement to this Credit Agreement.

     

    “Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make
Loans hereunder as set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Commitment, as applicable,
as the same may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04.

     

    “Communications”
shall have the meaning assigned to such term in Section 9.01.

     

    “Consolidated
EBITDA” shall mean, for any period, Consolidated Net Income for such
period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated
interest expense for such period, (ii) consolidated income tax expense for
such period, (iii) all amounts attributable to depreciation and
amortization for such period and (iv) any non-cash charges (other than the
write-down of current assets) for such period, and minus (b) without
duplication (i) all cash payments made during such period on account of
reserves, restructuring charges and other non-cash charges added to Consolidated
Net Income pursuant to clause (a)(iv) above in a previous period and
(ii) to the extent included in determining such Consolidated Net Income,
any extraordinary gains and all non-cash items of income for such period, all
determined on a consolidated basis in accordance with GAAP.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Consolidated Net
Income” shall mean, for any period, the net income or loss of Borrower
and its subsidiaries for such period determined on a consolidated basis in
accordance with GAAP; provided that there shall be
excluded (a) the income of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by any subsidiary
of the Borrower of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, statute,
rule or governmental regulation applicable to such subsidiary, (b) the
income or loss of any Person accrued prior to the date it becomes a subsidiary
of the Borrower or is merged into or consolidated with Borrower or of its
subsidiaries or the date that such Person’s assets are acquired by the Borrower
or any of its subsidiaries, (c) the income of any Person in which any other
Person (other than Borrower or a Wholly Owned Subsidiary or any director holding
qualifying shares in accordance with applicable law) has a joint interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or a Wholly Owned Subsidiary by such Person during such
period, and (d) any gains attributable to sales of assets out of the
ordinary course of business.

     

    “Control”
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“Controlling”
and “Controlled”
shall have meanings correlative thereto.

     

    “Credit
Facilities” shall mean the term loan facilities provided for by this
Agreement.

     

    “Default”
shall mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default.

     

    “Deposit Account
Control Agreements” shall mean those certain cash management agreements,
in form and substance satisfactory to Agent, each of which is among one or more
of the Loan Parties, Agent, and a depositary bank.

     

    “Disqualified
Stock” shall mean any Equity Interest that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event (other than a change in control), (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, or requires the payment of any cash dividend or any other scheduled
payment constituting a return of capital, in each case at any time on or prior
to the first anniversary of the Maturity Date, or (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any Equity Interest referred to in clause (a) above, in each
case at any time prior to the first anniversary of the Maturity
Date.

     

    “Dollars”
or “$” shall
mean lawful money of the United States of America.

     

    “Domestic
Subsidiaries” shall mean all Subsidiaries incorporated or organized under
the laws of the United States of America, any State thereof or the District of
Columbia (but excluding Inactive Subsidiaries).

     

    “Eligible
Assignee”
means (i) a Lender, (ii) an Affiliate of a Lender, (iii) a Related Fund
of a Lender, and (iv) any other Person (other than a natural person) approved by
the Administrative Agent and, unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall
not include the Borrower or any of the Borrower’s Affiliates.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “Environmental
Laws” shall mean all former, current and future Federal, state, local and
foreign laws (including common law), treaties, regulations, rules, ordinances,
codes, decrees, judgments, directives, orders (including consent orders), and
agreements in each case, relating to protection of the environment, natural
resources, human health and safety or the presence, Release of, or exposure to,
Hazardous Materials, or the generation, manufacture, processing, distribution,
use, treatment, storage, transport, recycling or handling of, or the arrangement
for such activities with respect to, Hazardous Materials.

     

    “Environmental
Liability” shall mean all liabilities, obligations, damages, losses,
claims, actions, suits, judgments, orders, fines, penalties, liens, fees,
expenses and costs (including administrative oversight costs, natural resource
damages and remediation costs), whether contingent or otherwise, arising out of
or relating to (a) compliance or non-compliance with any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the Release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     

    “Equity
Interests” shall
mean shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
interests in any Person, and any option, warrant or other right entitling the
holder thereof to purchase or otherwise acquire any such equity
interest.

     

    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may
be amended from time to time.

     

    “ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that, together
with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code, or solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

     

    “ERISA
Event” shall mean (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to
a Plan (other than an event for which the 30-day notice period is waived),
(b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of
any Plan or the withdrawal or partial withdrawal of the Borrower or any of its
ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by
the Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (f) the adoption of
any amendment to a Plan that would require the provision of security pursuant to
Section 401(a)(29) of the Code or Section 307 of ERISA, (g) the receipt by
the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA, (h) the
occurrence of a “prohibited transaction” with respect to which the Borrower or
any of the Subsidiaries is a “disqualified person” (within the meaning of
Section 4975 of the Code) or with respect to which the Borrower or any such
Subsidiary could otherwise be liable, (i) any Foreign Benefit Event or
(j) any other event or condition with respect to a Plan or Multiemployer
Plan that could result in liability of the Borrower or any
Subsidiary.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    “Eurodollar”,
when used in reference to any Loan, refers to whether such Loan is bearing
interest at a rate determined by reference to the Adjusted LIBO
Rate.

     

    “Events of
Default” shall have the meaning assigned to such term in
Article VII.

     

    “Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender
or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.16(a)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender’s
failure to comply with Section 2.15(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section
2.15(a).

     

    “Fee
Letter” shall mean the Fee Letter dated May 30, 2008 between the Borrower
and the Administrative Agent.

     

    “Fees”
shall mean the Administrative Agent Fees.

     

    “Financial
Officer” of any Person shall mean the chief financial officer, principal
accounting officer, treasurer, assistant treasurer or controller of such
Person.

     

    “Foreign Benefit
Event” shall mean, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any
applicable law, or in excess of the amount that would be permitted absent a
waiver from a Governmental Authority, (b) the failure to make the required
contributions or payments, under any applicable law, on or before the due date
for such contributions or payments, (c) the receipt of a notice by a
Governmental Authority relating to the intention to terminate any such Foreign
Pension Plan or to appoint a trustee or similar official to administer any such
Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension
Plan, (d) the incurrence of any liability in excess of $1,000,000 by
Holdings, the Borrower or any Subsidiary under applicable law on account of the
complete or partial termination of such Foreign Pension Plan or the complete or
partial withdrawal of any participating employer therein, or (e) the occurrence
of any transaction that is prohibited under any applicable law and that could
reasonably be expected to result in the incurrence of any liability by Holdings,
the Borrower or any of the Subsidiaries, or the imposition on Holdings, the
Borrower or any of the Subsidiaries of any fine, excise tax or penalty resulting
from any noncompliance with any applicable law, in each case in excess of
$1,000,000.

     

    “Foreign
Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single
jurisdiction.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Foreign Pension
Plan” shall mean any benefit plan that under applicable law is required
to be funded through a trust or other funding vehicle other than a trust or
funding vehicle maintained exclusively by a Governmental Authority.

     

    “Foreign
Subsidiary” shall mean any Subsidiary that is not a Domestic
Subsidiary.

     

    “GAAP”
shall mean United States generally accepted accounting principles applied on a
basis consistent with the financial statements delivered pursuant to Section
4.01(j).

     

    “Governmental
Authority” shall mean any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body.

     

    “Granting
Lender” shall have the meaning assigned to such term in Section
9.04(i).

     

    “Guarantee”
of or by any Person shall mean any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness or other obligation,
(b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment of
such Indebtedness or other obligation or (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation; provided, however, that the term
“Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.

     

    “Guarantee and
Collateral Agreement” shall mean the Guarantee and Collateral Agreement,
substantially in the form of Exhibit C, among the Borrower, Holdings, the
Subsidiaries party thereto and the Collateral Agent for the benefit of the
Secured Parties.

     

    “Guarantors”
shall mean Holdings and the Subsidiary Guarantors.

     

    “Hazardous
Materials” shall mean (a) any petroleum products or byproducts and
all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, chlorofluorocarbons and all other
ozone-depleting substances and (b) any chemical, material, substance or
waste that is prohibited, limited or regulated by or pursuant to any
Environmental Law.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    “Hedging
Agreement” shall mean any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging
arrangement.

     

    “Holdings”
shall have the meaning assigned to such term in the introductory statement to
this Credit Agreement.

     

    “Inactive
Subsidiary” shall mean any Subsidiary that (a) does not conduct any
business operations, (b) has assets with a book value not in excess of
$250,000 and (c) does not have any Indebtedness outstanding.

     

    “Indebtedness”
of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind,
(b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property or
assets purchased by such Person, (e) all obligations of such Person issued
or assumed as the deferred purchase price of property or services (excluding
trade accounts payable and accrued obligations incurred in the ordinary course
of business), (f) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed, (g) all Guarantees
by such Person of Indebtedness of others, (h) all Capital Lease Obligations
of such Person, (i) all Synthetic Lease Obligations of such Person, (j) net
obligations of such Person under any Hedging Agreements, valued at the Agreement
Value thereof, (k) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Equity Interests of such
Person or any other Person or any warrants, rights or options to acquire such
equity interests, valued, in the case of redeemable preferred interests, at the
greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (l) all obligations of such Person as an account party in
respect of letters of credit and (m) all obligations of such Person in
respect of bankers’ acceptances. The Indebtedness of any Person shall include
the Indebtedness of any partnership in which such Person is a general
partner.

     

    “Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.

     

    “Indemnitee”
shall have the meaning assigned to such term in
Section 9.05(b).

     

    “Information”
shall have the meaning assigned to such term in Section 9.16.

     

    “Initial Closing
Date” shall mean May 30, 2008.

     

    “Initial
Distribution/Loan” shall mean the distribution
or loan by Borrower to Holdings of not more than $32,400,000 in cash on or
contemporaneously with the Initial Closing Date.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    “Interest Payment
Date” shall mean (a) with respect to any ABR Loan, the last Business
Day of each March, June, September and December, and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the Loan
of which such Loan is a part and, in the case of a Eurodollar Loan with an
Interest Period of more than three months’ duration, each day that would have
been an Interest Payment Date had successive Interest Periods of three months’
duration been applicable to such Loan.

     

    “Interest
Period” shall mean, with respect to any Eurodollar Loan, the period
commencing on the date of such Loan and ending on the numerically corresponding
day (or, if there is no numerically corresponding day, on the last Business Day)
in the calendar month that is 1, 2, 3 or 6 months thereafter, as
the Borrower may elect; provided, however, that if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day.  Interest shall
accrue from and including the first day of an Interest Period to but excluding
the last day of such Interest Period. For purposes hereof, the initial Interest
Period for all Loans shall end on August 29, 2008.

     

    “Lehman Loan”
shall mean that certain line of credit in the aggregate principal amount
of $5,000,000 extended to Holdings by Lehman Brothers pursuant to that certain
Line of Credit Agreement dated May 7, 2008 between Holdings and Lehman
Brothers.

     

    “Lenders”
shall mean (a) the Persons listed on Schedule 2.01 (other than any
such Person that has ceased to be a party hereto pursuant to an Assignment and
Acceptance) and (b) any Person that has become a party hereto pursuant to
an Assignment and Acceptance.

     

    “LIBO Rate”
shall mean the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the commencement of such Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates as the London interbank offered
rate for three month deposits in Dollars (as set forth by any service selected
by the Administrative Agent that has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying
such rates); provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBO Rate” shall be the interest
rate per annum determined by the Administrative Agent to be the average of the
rates per annum at which deposits in Dollars are offered for three month
deposits to major banks in the London interbank market in London, England by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date that
is two Business Days prior to the beginning of such Interest Period; provided, that any
time the LIBO Rate described shall be less than 3.00%, the LIBO Rate for
purposes of determining any applicable interest rate shall be deemed to be
3.00%.

     

    “Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    “Loan
Documents” shall mean this Agreement, the Security Documents and the
promissory notes, if any, executed and delivered pursuant to
Section 2.03(e).

     

    “Loan
Parties” shall mean Holdings, the Borrower and the Subsidiary
Guarantors.

     

    “Loans”
shall mean the term loans made by the Lenders to the Borrower pursuant to
Section 2.01, including the term loans made by the Lenders pursuant to
Section 2.01 of the Original Credit Agreement.

     

    “Management
Agreement” shall mean that certain Management Services Agreement dated as
of April 26, 2006, by and between Royster-Clark Nitrogen, Inc. and Rentech,
Inc.


    “Margin
Stock” shall have the meaning assigned to such term in
Regulation U.

     

    “Material Adverse
Effect” shall mean (a) a materially adverse effect on the business,
assets, liabilities, operations, condition (financial or otherwise), operating
results or prospects of Holdings and its Subsidiaries, taken as a whole,
(b) a material impairment of the ability of the Borrower or the Loan
Parties, taken as a whole, to perform its or their obligations under the Loan
Documents or (c) a material impairment of the rights and remedies of or
benefits available to the Lenders under any Loan Document.

     

    “Material
Indebtedness” shall mean Indebtedness (other than the Loans and Letters
of Credit), or obligations in respect of one or more Hedging Agreements, of any
one or more of Holdings, the Borrower or any Subsidiary Guarantor in an
aggregate principal amount exceeding $1,750,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of Holdings,
the Borrower or any Subsidiary Guarantor in respect of any Hedging Agreement at
any time shall be the Agreement Value of such Hedging Agreement at such
time.

     

    “Maturity
Date” shall mean May 29, 2010; provided however that not more than 60
days nor less than 30 days prior to May 29, 2010, Borrower may, with the consent
of Administrative Agent (not to be unreasonably withheld or delayed), upon
written request for an extension of the Maturity Date for another year and
payment of the fees set forth in Section 2.04(b), extend the Maturity Date to
May 29, 2011, and upon the effectiveness of such extension, “Maturity Date”
shall mean May 29, 2011. Notwithstanding the foregoing, if on the date any
notice of extension is delivered or on May 29, 2010, a Default or Event of
Default exists hereunder, no such extension shall be granted, without the prior
written consent of the Administrative Agent and the Lenders.

     

    “Maximum
Rate” shall have the meaning assigned to such term in
Section 9.09.

     

    “Minimum Liquidity
Threshold” shall
have the meaning set forth in Section 6.16.

     

    “Moody’s”
shall mean Moody’s Investors Service, Inc., or any successor
thereto.

     

    “Mortgaged
Properties” shall mean, initially, the owned real properties and
leasehold and subleasehold interests of the Loan Parties specified on
Schedule 1.01(c), and shall include each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    “Mortgages”
shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of
leases and rents, modifications and other security documents delivered pursuant
to Section 4.01(m) or pursuant to Section 5.12, each in form and substance
satisfactory to the Collateral Agent.

     

    “Multiemployer
Plan” shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

     

    “Net Cash
Proceeds” shall mean with respect to any issuance or incurrence of
Indebtedness not permitted by Section 6.01, the cash proceeds thereof, net of
all taxes and customary fees, commissions, costs and other expenses incurred in
connection therewith.

     

    “NMTC
Guaranties”
shall mean those certain unsecured guaranties issued or to be issued by Holdings
to any investor or community development entity (CDE) participating in a NMTC
Transaction, and each of their successors and assigns, pursuant to which
Holdings shall guaranty certain interest payments, contractual obligations and
indemnification obligations of RSFC Land Management, LLC and/or RSFC, LLC 
for the benefit of such investor or community development entity (CDE)
participating in a NMTC Transaction, and each of their successors and assigns,
arising in connection with the NMTC Transaction and related to the property
located in Natchez, Mississippi, in an amount not to exceed $10,000,000 in the
aggregate.

     

    “NMTC
Transaction”
shall mean the sale of federal and state new market tax credits generated by
RSFC Land Management, LLC and/or RSFC, LLC.

     

    “Obligations”
shall mean all obligations of the Loan Parties defined as “Obligations” in the
Guarantee and Collateral Agreement and the other Security
Documents.

     

    “OFAC”
shall have the meaning assigned to such term in Section 3.23.

     

    “Original Credit
Agreement” shall
have the meaning assigned to such term in the Recitals.

     

    “Other
Taxes” shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

     

    “Payment
Premium” shall
means at any time with respect to any Loan being prepaid in whole or in part
pursuant to Section
2.08, Section
2.09, Section
2.10(a), Section 2.10(b) or Section
2.10(c) during any of the periods set forth below an amount equal to the
percentage set forth opposite such period of the aggregate principal amount of
such Loan being prepaid at such time:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	 	
              Period

            	
              Percentage

            	 
	 	
              May
      30, 2008 to and including November 29, 2008

            	
              2%

            	 
	 	
              November
      30, 2008 to and including May 29, 2009

            	
              3%

            	 
	 	
              May
      30, 2009 to and including May 29, 2010

            	
              3.5%

            	 
	 	
              May
      30, 2010 to and including May 29, 2011

            	
              4.0%

            	 


    

     

    “PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

     

    “Perfection
Certificate” shall mean the Perfection Certificate substantially in the
form of Exhibit B to the Guarantee and Collateral Agreement.

     

    “Permitted
Distributions/Loans” shall mean each of the Initial Distribution/Loan and
the Subsequent Distribution/Loan.

     

    “Permitted
Investments” shall mean:

     

    (a)    direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;

     

    (b)    investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;

     

    (c)    investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, the
Administrative Agent or any domestic office of any commercial bank organized
under the laws of the United States of America or any State thereof that has a
combined capital and surplus and undivided profits of not less than
$500,000,000;

     

    (d)    fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria of clause (c) above;

     

    (e)    investments
in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested
in investments of the type described in clauses (a) through (d) above;
and

     

    (g)    other
short-term investments utilized by Foreign Subsidiaries in accordance with
normal investment practices for cash management in investments of a type
analogous to the foregoing.

     

    “Person”
shall mean any natural person, corporation, business trust, joint venture,
association, company, limited liability company, partnership, Governmental
Authority or other entity.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    “Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the
Code or Section 307 of ERISA, and in respect of which the Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.

     

    “Platform” shall have the meaning
assigned to such term in Section 9.01.

     

    “Prime
Rate” shall mean the rate of interest per annum determined from time to
time by Credit Suisse as its prime rate in effect at its principal office in
New York City and notified to the Borrower.  The prime rate is a
rate set by Credit Suisse based upon various factors including Credit Suisse’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 rate. Each change in the Prime Rate shall be effective as of the
opening of business on the date such change is specified by Credit Suisse as
being effective.  The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually available.

     

    “Public
Lender” shall have the meaning assigned to such term in
Section 9.01.

     

    “Qualified Capital
Stock” of any Person shall mean any Equity Interest of such Person that
is not Disqualified Stock.

     

    “Reaffirmation and
Amendment Agreement” shall mean the
Reaffirmation and Amendment Agreement, substantially in the form of
Exhibit F, among the Borrower, Holdings, the Subsidiaries party thereto and
the Collateral Agent for the benefit of the Secured Parties.

     

    “Register”
shall have the meaning assigned to such term in
Section 9.04(d).

     

    “Regulation
T” shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or
thereof.

     

    “Regulation
U” shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or
thereof.

     

    “Regulation X”
shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

     

    “Related
Fund” shall mean, with respect to any Lender that is a fund or commingled
investment vehicle that invests in bank loans, any other fund that invests in
bank loans and is managed or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

     

    “Related
Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, trustees, officers, employees, agents
and advisors of such Person and such Person’s Affiliates.

     

    “Release”
shall mean any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into or through
the environment or within or upon any building, structure, facility or
fixture.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    “Required
Lenders” shall mean, at any time, Lenders having Loans representing more
than 50% of the sum of all Loans outstanding.

     

    “Responsible
Officer” of any Person shall mean any executive officer or Financial
Officer of such Person and any other officer or similar official thereof
responsible for the administration of the obligations of such Person in respect
of this Agreement.

     

    “Restricted
Indebtedness” shall mean Indebtedness of Holdings, the Borrower or any
Subsidiary, the payment, prepayment, repurchase or defeasance of which is
restricted under Section 6.09(b).

     

    “Restricted
Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings,
the Borrower or any Subsidiary Guarantor, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interests in Holdings, the Borrower or any Subsidiary
Guarantor.

     

    “S&P”
shall mean Standard & Poor’s Ratings Service, or any successor
thereto.

     

    “Secured
Parties” shall have the meaning assigned to such term in the Guarantee
and Collateral Agreement.

     

    “Security
Documents” shall mean the Mortgages, the Guarantee and Collateral
Agreement, the Reaffirmation Agreement and each of the security agreements,
mortgages and other instruments and documents executed and delivered pursuant to
any of the foregoing or pursuant to Section 5.12.

     

    “SPV” shall
have the meaning assigned to such term in Section 9.04(i).

     

    “Statutory
Reserves” shall mean a fraction (expressed as a decimal), the numerator
of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board and any other banking authority, domestic or foreign, to which the
Administrative Agent or any Lender (including any branch, Affiliate or other
fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the
Board).  Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities (as defined in Regulation D of the Board) and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

     

    “Subsequent
Distribution/Loan” shall mean the distribution
or loan by Borrower to Holdings of not more than $15,147,500 in cash on or
contemporaneously with the Closing Date.

     

    
      
         

      

      
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    “Subsidiary”
shall mean, with respect to any Person (herein referred to as the “parent”),
any corporation, partnership, limited liability company, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, Controlled or held, or (b) that is, at
the time any determination is made, otherwise Controlled, by the parent or one
or more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent.

     

    “Subsidiary”
shall mean any subsidiary of Holdings.

     

    “Subsidiary
Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b),
and each other Subsidiary that is or becomes a party to the Guarantee and
Collateral Agreement.

     

    “Synthetic
Lease” shall mean, as to any Person, any lease (including leases that may
be terminated by the lessee at any time) of any property (whether real, personal
or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in
respect of which the lessee retains or obtains ownership of the property so
leased for U.S. federal income tax purposes, other than any such lease under
which such Person is the lessor.

     

    “Synthetic Lease
Obligations” shall mean, as to any Person, an amount equal to the
capitalized amount of the remaining lease payments under any Synthetic Lease
that would appear on a balance sheet of such person in accordance with GAAP if
such obligations were accounted for as Capital Lease Obligations.

     

    “Synthetic
Purchase Agreement” shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Holdings, the Borrower or any
Subsidiary is or may become obligated to make (a) any payment in connection with
a purchase by any third party from a Person other than Holdings, the Borrower or
any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any
payment (other than on account of a permitted purchase by it of any Equity
Interest or Restricted Indebtedness) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Indebtedness; provided
that no phantom stock or similar plan providing for payments only to current or
former directors, officers or employees of Holdings, the Borrower or the
Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic
Purchase Agreement.

     

    “Taxes”
shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental
Authority.

     

    “Transactions”
shall mean, collectively, the execution, delivery and performance by the Loan
Parties of the Loan Documents to which they are a party and the making of the
Loans hereunder, and the payment of related fees and expenses.

     

    “Type”
shall refer to the Adjusted LIBO Rate by reference to which interest on such
Loan is determined.

     

    “USA PATRIOT
Act” shall mean The Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of Pub. L. No. 107-56 (signed into law October 26,
2001)).

     

    
      
         

      

      
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    “Wholly Owned
Subsidiary” of any Person shall mean a subsidiary of such Person of which
securities (except for directors’ qualifying shares) or other ownership
interests representing 100% of the Equity Interests are, at the time any
determination is being made, owned, Controlled or held by such Person or one or
more wholly owned subsidiaries of such Person or by such Person and one or more
wholly owned subsidiaries of such Person.

     

    “Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of
ERISA.

     

    SECTION
1.02. Terms
Generally.  The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”; and
the words “asset” and “property” shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time, in each case, in accordance with the
express terms of this Agreement, and (b) all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided, however, that if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend any covenant
in Article VI or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation of
such covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Article VI or any related definition for
such purpose), then the Borrower’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 Borrower and the Required
Lenders.

     

    SECTION
1.03. Pro Forma
Calculations.  All pro forma calculations
permitted or required to be made by the Borrower or any Subsidiary pursuant to
this Agreement shall include only those adjustments that would be (a) permitted
or required by Regulation S-X under the Securities Act of 1933, as amended,
together with those adjustments that (i) have been certified by a Financial
Officer of the Borrower as having been prepared in good faith based upon
reasonable assumptions and (ii) are based on reasonably detailed written
assumptions reasonably acceptable to the Administrative Agent and (b) required
by the definition Consolidated EBITDA.

     

    ARTICLE
II

    The
Credits

     

    SECTION
2.01. Commitments.  Subject
to the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender agrees, severally and not jointly, to make a Loan
to the Borrower on the Closing Date in a principal amount not to exceed its
Commitment. Amounts paid or prepaid in respect of Loans may not be
reborrowed.  Each Lender agrees to maintain its term loan made to the
Borrower on the Initial Closing Date pursuant to Section 2.01 of the Original
Credit Agreement as a Loan hereunder.

     

    
      
         

      

      
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    SECTION
2.02. Loans.

     

    (a)
Upon
receipt by the Administrative Agent of a Borrowing Request, the Loans shall be
made by the Lenders ratably in accordance with their applicable Commitments;
provided, however, that
the failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender).

     

    (b) Each
Lender may at its option make any Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.

     

    (c) Each
Lender shall make the Loan to be made by it hereunder on the Closing Date by
wire transfer of immediately available funds to such account in New York City as
the Administrative Agent may designate not later than 2:00 p.m., New York
City time, and the Administrative Agent shall promptly credit the amounts so
received to an account designated by the Borrower on or prior to the Closing
Date.

     

    SECTION
2.03. Evidence of Debt;
Repayment of Loans.  (a)  The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the principal amount of each Loan of such Lender as provided in
Section 2.08 on the Maturity Date.

     

    (b) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

     

    (c) The
Administrative Agent shall maintain accounts in which it will record
(i) the amount of each Loan made hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder from the Borrower or any Guarantor and
each Lender’s share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however, that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.

     

    (e) Any
Lender may request that Loans made by it hereunder be evidenced by a promissory
note.  In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to such Lender and its registered assigns and
in a form and substance reasonably acceptable to the Administrative Agent and
the Borrower. Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive such a promissory note, the interests
represented by such note shall at all times (including after any assignment of
all or part of such interests pursuant to Section 9.04) be represented by
one or more promissory notes payable to the payee named therein or its
registered assigns.

     

    
      
         

      

      
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    SECTION
2.04. Fees.

     

    (a) The
Borrower agrees to pay to the Administrative Agent, for its own account, the
administrative fees set forth in the Fee Letter at the times and in the amounts
specified therein (the “Administrative
Agent Fees”).

     

    (b) If the
Borrower elects to extend the Maturity Date of this agreement beyond the second
anniversary of the Initial Closing Date, then on or prior to the second
anniversary of the Initial Closing Date, the Borrower agrees, upon the
effectiveness of the extension of the Maturity Date,  to pay to the
Administrative Agent, for the benefit of the Lenders, an amount equal 3.0% of
the then outstanding principal amount of the Loans as an extension
fee.

     

    (c) All Fees
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders.
Once paid, none of the Fees shall be refundable under any
circumstances.

     

    SECTION
2.05. Interest on
Loans.

     

    (a) Subject
to the provisions of Section 2.06, the Loans shall bear interest (computed
on the basis of the actual number of days elapsed over a year of 360 days)
at a rate per annum equal to the Adjusted LIBO Rate plus the Applicable
Margin.

     

    (b) Interest
on each Loan shall be payable on the Interest Payment Dates except as otherwise
provided in this Agreement. The applicable Adjusted LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.

     

    SECTION
2.06. Default
Interest.  If (i) the Borrower shall default in the payment of
any principal of or interest on any Loan or any other amount due hereunder or
under any other Loan Document, by acceleration or otherwise, or (ii) if any
Event of Default under Article VII (other than paragraphs (b), (c), (g) or (h)
thereunder) has occurred and is continuing and the Required Lenders so vote,
then, in the case of clause (i) above, until such defaulted amount shall have
been paid in full or, in the case of clause (ii) above, from the date such vote
has been exercised by the Required Lenders and for so long as such Event of
Default is continuing, to the extent permitted by law, all amounts outstanding
under this Agreement and the other Loan Documents shall bear interest (after as
well as before judgment), payable on demand, at a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin plus 2.00% (computed on the basis
of the actual number of days elapsed over a year of 365 or 366 days, as the
case may be).

     

    SECTION
2.07. Conversion and
Continuation of Loans.

     

    
      
         

      

      
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    (a) The
Borrower shall have the right at any time upon prior irrevocable notice (in the
form of Exhibit E) to the Administrative Agent (1) not later than
12:00 (noon), New York City time, one Business Day prior to conversion, to
convert any Eurodollar Loan into an ABR Loan, (2) not later than 12:00
(noon), New York City time, three Business Days prior to conversion or
continuation, to convert any ABR Loan into a Eurodollar Loan or to continue any
Eurodollar Loan as a Eurodollar Loan for an additional Interest Period, and
(3) not later than 12:00 (noon)., New York City time, three Business Days
prior to conversion, to convert the Interest Period with respect to any
Eurodollar Loan to another permissible Interest Period, subject in each case to
the following:

     

    (i) each
conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans;

     

    (ii) if less
than all the outstanding principal amount of the Loans shall be converted or
continued, then each resulting Loan shall satisfy the limitations specified in
Section 2.07(b) regarding the maximum number of Eurodollar Loans that may
be outstanding;

     

    (iii) each
conversion shall be effected by each Lender and the Administrative Agent by
recording for the account of such Lender the new Loan of such Lender resulting
from such conversion and reducing the Loan (or portion thereof) of such Lender
being converted by an equivalent principal amount; accrued interest on any
Eurodollar Loan (or portion thereof) being converted shall be paid by the
Borrower at the time of conversion;

     

    (iv) if any
Eurodollar Loan is converted at a time other than the end of the Interest Period
applicable thereto, the Borrower shall pay, upon demand, any amounts due to the
Lenders pursuant to Section 2.19;

     

    (v) any
portion of a Loan maturing or required to be repaid in less than one month may
not be converted into or continued as a Eurodollar Loan;

     

    (vi) any
portion of a Eurodollar Loan that cannot be converted into or continued as a
Eurodollar Loan by reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period in effect for such
Loan into an ABR Loan;

     

    (vii) no
Interest Period may be selected for any Eurodollar Loan that would end later
than the Maturity Date; and

     

    (viii) after the
occurrence and during the continuance of a Default or Event of Default, no
outstanding Loan may be converted into, or continued as, a Eurodollar
Loan.

     

    Each
notice pursuant to this Section 2.07 shall be irrevocable and shall refer
to this Agreement and specify (1) the identity and amount of the Loan that
the Borrower requests be converted or continued, (2) whether such Loan is
to be converted to or continued as a Eurodollar Loan or an ABR Loan,
(3) if such notice requests a conversion, the date of such conversion
(which shall be a Business Day) and (4) if such Loan is to be converted to
or continued as a Eurodollar Loan, the Interest Period with respect thereto. If
no Interest Period is specified in any such notice with respect to any
conversion to or continuation as a Eurodollar Loan, the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. The Administrative
Agent shall promptly advise the Lenders of any notice given pursuant to this
Section 2.07 and of each Lender’s portion of any converted or continued
Loan. If the Borrower shall not have given notice in accordance with this
Section 2.07 to continue any Loan into a subsequent Interest Period (and
shall not otherwise have given notice in accordance with this Section 2.07
to convert such Loan), such Loan shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically
be continued as an ABR Loan.

     

    
      
         

      

      
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    (b) Subject
to Sections 2.17 and 2.20, the Loans shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request pursuant to this
Section 2.07. ABR Loans and Eurodollar Loans may be outstanding at the same
time; provided,
however, that the Borrower shall not be entitled to request any Loan
that, if made, would result in more than five Eurodollar Loans being
outstanding hereunder at any time. For purposes of the foregoing, Loans having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Loans.

     

    SECTION
2.08. Repayment of
Loans; Termination of Commitments.

     

    (a) To the
extent not previously paid, all Loans shall be due and payable on the Maturity
Date, together with accrued and unpaid interest on the principal amount to be
paid to but excluding the date of payment plus the Payment Premium.

     

    (b) The
Commitments shall automatically terminate upon the making of the Loans on the
Closing Date.

     

    SECTION
2.09. Voluntary
Prepayment.  (a)  The Borrower shall have the right
at any time and from time to time to prepay any Loan, in whole or in part, upon
at least three Business Days’ prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) to the Administrative Agent before
12:00 (noon), New York City time; provided, however, that each
partial prepayment shall be in an amount that is an integral multiple of
$1,000,000 and not less than $2,000,000.

     

    (b) Voluntary
prepayments of Loans shall be applied pro rata against the then outstanding
principal balance of the Loans of each Lender under
Section 2.08.

     

    (c) Each
notice of prepayment shall specify the prepayment date and the principal amount
of each Loan (or portion thereof) to be prepaid, shall be irrevocable and shall
commit the Borrower to prepay such Loan by the amount stated therein on the date
stated therein; provided, however, that if such
prepayment is for all of the then outstanding Loans, then the Borrower may
revoke such notice and/or extend the prepayment date by not more than five
Business Days, provided,
further, however, that if Borrower shall revoke or extend the prepayment
date, from and including the date on which such prepayment would have been made
until the earlier of (A) such time as such prepayment is made or (B) the last
day of the then applicable Interest Period, the Loans shall accrue interest at
the Alternate Base Rate.  All prepayments under this Section 2.09
shall be accompanied by (i) accrued and unpaid interest on the principal amount
to be prepaid to but excluding the date of payment, (ii) the applicable Payment
Premium and (iii) as applicable, any amounts payable in accordance with Section
2.19.

     

    
      
         

      

      
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    SECTION
2.10. Mandatory
Prepayments.  (a)  In the event that Borrower shall
make a distribution (including for purposes of payments under the Management
Agreement) to any holder of Equity Interests of Borrower (other than any
Permitted Distributions/Loans and payments permitted under Sections 6.06(a)(ii)
and (iii)) or an intercompany loan to, or other Investment in, Holdings or any
other Subsidiary, concurrently with such distribution,  intercompany
loan or other Investment by Borrower, the Borrower shall deliver, or cause to be
delivered, to Lenders an amount equal to the amount of such distribution to
prepay outstanding Loans in accordance with Section 2.10(e);

     

    (b) In the
event that any Loan Party shall receive Net Cash Proceeds from the issuance or
incurrence of Indebtedness for money borrowed of any Loan Party, the Borrower
shall, substantially simultaneously with (and in any event not later than the
third Business Day next following) the receipt of such Net Cash Proceeds by such
Loan Party, apply an amount equal to 100% of such Net Cash Proceeds to prepay
outstanding Loans in accordance with Section 2.10(e).

     

    (c) Subject
to the repayment in full, termination or forgiveness of the Lehman Loan, in the
event that any Loan Party or any subsidiary of a Loan Party shall receive net
proceeds from the sale of any “auction rate” securities owned by it, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the receipt of such net proceeds by
such Loan Party or such subsidiary, apply an amount equal to 100% of such net
proceeds to prepay outstanding Loans in accordance with
Section 2.10(e).

     

    (d) Mandatory
prepayments of outstanding Loans under this Agreement shall be allocated against
the then outstanding principal amount of the Loans.

     

    (e) The
Borrower shall deliver to the Administrative Agent, at the time of each
prepayment required under this Section 2.10, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three Business Days prior written notice of such prepayment. Each
notice of prepayment shall specify the prepayment date and the principal amount
of each Loan (or portion thereof) to be prepaid. All prepayments of Loans under
this Section 2.10 shall be accompanied by (i) accrued and unpaid interest
on the principal amount to be prepaid to but excluding the date of payment and
(ii) the applicable Payment Premium.

     

    (f) All
repayments pursuant to this Section 2.10 shall be subject to
Section 2.19, but shall otherwise be without premium or
penalty.

     

    SECTION
2.11. Prepayment or
Offer to Purchase in Connection with Change in Control.  The
Borrower shall notify the Administrative Agent of the occurrence of a Change in
Control within one Business Day thereof, and the Administrative Agent shall
promptly thereafter notify the Lenders thereof.  At any time prior to
the 30th day following delivery of the notice by the Agent pursuant to the
preceding sentence (the “Purchase
Date”), each Lender shall have the right, by notice to the Borrower and
the Administrative Agent, to require the Borrower, on the Purchase Date, to
prepay in full (but not in part) the outstanding principal amount of such
Lender’s Loans at a purchase price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest on the principal amount
thereof to but excluding the date of payment, and all other amounts then due to
such Lender (including amounts payable under Section 2.15) under the Loan
Documents.

     

    
      
         

      

      
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    SECTION
2.12. Pro Rata
Treatment.  Each Loan, each payment or prepayment of principal
of any Loan and each payment of interest on the Loans shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans).
Each Lender agrees that in computing such Lender’s portion of any Loan to be
made hereunder, the Administrative Agent may, in its discretion, round each
Lender’s percentage of such Loan to the next higher or lower whole Dollar
amount.

     

    SECTION
2.13. Sharing of
Setoffs.  Each Lender agrees that if it shall, through the
exercise of a right of banker’s lien, setoff or counterclaim against the
Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or
interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in
respect of any Loan or Loans as a result of which the unpaid principal portion
of its Loans shall be proportionately less than the unpaid principal portion of
the Loans of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Loans of such other
Lender, so that the aggregate unpaid principal amount of the Loans and
participations in Loans held by each Lender shall be in the same proportion to
the aggregate unpaid principal amount of all Loans then outstanding as the
principal amount of its Loans prior to such exercise of banker’s lien, setoff or
counterclaim or other event was to the principal amount of all Loans outstanding
prior to such exercise of banker’s lien, setoff or counterclaim or other event;
provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this
Section 2.13 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest. The Borrower and Holdings expressly consent to the foregoing
arrangements and agree that any Lender holding a participation in a Loan deemed
to have been so purchased may exercise any and all rights of banker’s lien,
setoff or counterclaim with respect to any and all moneys owing by the Loan
Parties to such Lender by reason thereof as fully as if such Lender had made a
Loan directly to the Borrower in the amount of such participation.

     

    SECTION
2.14. Payments.  (a)  The
Borrower shall make each payment (including principal of or interest on any Loan
or any Fees or other amounts) hereunder and under any other Loan Document not
later than 12:00 (noon), New York City time, on the date when due in
immediately available Dollars, without setoff, defense or counterclaim. Each
such payment shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly
distribute to each Lender any payments received by the Administrative Agent on
behalf of such Lender.

     

    
      
         

      

      
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    (b) Except as
otherwise expressly provided herein, whenever any payment (including principal
of or interest on any Loan or any Fees or other amounts) hereunder or under any
other Loan Document shall become due, or otherwise would occur, on a day that is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of interest or Fees, if applicable.

     

    SECTION
2.15. Taxes.  (a)  Any
and all payments by or on account of any obligation of the Borrower or any other
Loan Party hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if the
Borrower or any other Loan Party shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent and each Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made,
(ii) the Borrower or such Loan Party shall make such deductions and
(iii) the Borrower or such Loan Party shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable
law.

     

    (b) In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c) The
Borrower shall indemnify the Administrative Agent and each Lender, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of the
Borrower or any other Loan Party hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on behalf of itself or a Lender, shall be conclusive absent
manifest error.

     

    (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower or any other Loan Party to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

     

    (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    
      
         

      

      
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    SECTION
2.16. Assignment of
Commitments Under Certain Circumstances; Duty to
Mitigate.  (a)  In the event (i) any Lender
delivers a certificate requesting compensation pursuant to Section 2.17,
(ii) any Lender delivers a notice described in Section 2.18,
(iii) the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority on account of any Lender pursuant to
Section 2.15, or (iv) any Lender refuses to consent to any amendment,
waiver or other modification of any Loan Document requested by the Borrower that
requires the consent of a greater percentage of the Lenders than the Required
Lenders and such amendment, waiver or other modification is consented to by the
Required Lenders, then, in each case, the Borrower may, at its sole expense and
effort (including with respect to the processing and recordation fee referred to
in Section 9.04(b)), upon notice to such Lender and the Administrative
Agent, require such Lender to transfer and assign, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04),
all of its interests, rights and obligations under this Agreement to an Eligible
Assignee that shall assume such assigned obligations and, with respect to clause
(iv) above, shall consent to such requested amendment, waiver or other
modification of any Loan Documents (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (x) such
assignment shall not conflict with any law, rule or regulation or order of any
court or other Governmental Authority having jurisdiction, (y) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consents shall not unreasonably be withheld or delayed, and (z) the
Borrower or such assignee shall have paid to the affected Lender in immediately
available funds an amount equal to the sum of the principal of and interest
accrued to the date of such payment on the outstanding Loans of such Lender plus
all Fees and other amounts accrued for the account of such Lender hereunder with
respect thereto (including any amounts under Sections 2.17 and 2.19); provided further that, if
prior to any such transfer and assignment the circumstances or event that
resulted in such Lender’s claim for compensation under Section 2.17, notice
under Section 2.18 or the amounts paid pursuant to Section 2.15, as
the case may be, cease to cause such Lender to suffer increased costs or
reductions in amounts received or receivable or reduction in return on capital,
or cease to have the consequences specified in Section 2.18, or cease to
result in amounts being payable under Section 2.15, as the case may be
(including as a result of any action taken by such Lender pursuant to
paragraph (b) below), or if such Lender shall waive its right to claim
further compensation under Section 2.17 in respect of such circumstances or
event or shall withdraw its notice under Section 2.18 or shall waive its
right to further payments under Section 2.15 in respect of such
circumstances or event or shall consent to the proposed amendment, waiver,
consent or other modification, as the case may be, then such Lender shall not
thereafter be required to make any such transfer and assignment hereunder. Each
Lender hereby grants to the Administrative Agent an irrevocable power of
attorney (which power is coupled with an interest) to execute and deliver, on
behalf of such Lender, as assignor, any Assignment and Acceptance necessary to
effectuate any assignment of such Lender’s interests hereunder in the
circumstances contemplated by this Section 2.16(a).

     

    (b) If
(i) any Lender shall request compensation under Section 2.17,
(ii) any Lender delivers a notice described in Section 2.18 or
(iii) the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority on account of any Lender, pursuant to
Section 2.15, then such Lender shall use reasonable efforts (which shall
not require such Lender to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed by
it to be significant) (x) to file any certificate or document reasonably
requested in writing by the Borrower or (y) to assign its rights and
delegate and transfer its obligations hereunder to another of its offices,
branches or affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.17 or enable it to withdraw its notice
pursuant to Section 2.18 or would reduce amounts payable pursuant to
Section 2.15, as the case may be, in the future. The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such filing or assignment, delegation and transfer.

     

    
      
         

      

      
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    SECTION
2.17. Reserve
Requirements; Change in
Circumstances.  (a)   Notwithstanding any other
provision of this Agreement, if any Change in Law shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of or credit extended by any Lender (except
any such reserve requirement which is reflected in the Adjusted LIBO Rate) or
shall impose on such Lender or the London interbank market any other condition
affecting this Agreement or the Loans made by such Lender or any participation
therein, and the result of any of the foregoing shall be to increase the cost to
such Lender of maintaining any Loan or increase the cost to any Lender of
purchasing or maintaining a participation therein or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise) by an amount deemed by such Lender to be material, then
the Borrower will pay to such Lender upon demand such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

     

    (b) If any
Lender shall have determined that any Change in Law regarding capital adequacy
has or would have the effect of reducing the rate of return on such Lender’s
capital or on the capital of such Lender’s holding company, if any, as a
consequence of this Agreement or the Loans made to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s  holding company with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time the Borrower
shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction
suffered.

     

    (c) A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as applicable, as specified in
paragraph (a) or (b) above shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate delivered by it within 10 days after
its receipt of the same.

     

    (d) Failure
or delay on the part of any Lender to demand compensation for any increased
costs or reduction in amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the Borrower shall not be under any obligation to
compensate any Lender under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is
120 days prior to such request if such Lender  knew or could
reasonably have been expected to know of the circumstances giving rise to such
increased costs or reductions and of the fact that such circumstances would
result in a claim for increased compensation by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive application of
any Change in Law within such 120-day period. The protection of this
Section shall be available to each Lender regardless of any possible
contention of the invalidity or inapplicability of the Change in Law that shall
have occurred or been imposed.

     

    
      
         

      

      
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    SECTION
2.18. Change in
Legality.  (a)  Notwithstanding any other provision
of this Agreement, if any Change in Law shall make it unlawful for any
Lender to make or maintain any Loan or to give effect to its obligations as
contemplated hereby with respect to any Loan, then, by written notice to the
Borrower and to the Administrative Agent:

     

    (i) such
Lender may declare that Loans will not thereafter (for the duration of such
unlawfulness) be continued for additional Interest Periods; and

     

    (ii) such
Lender shall require that all outstanding Loans be converted to ABR Loans as of
the effective date of such notice as provided in paragraph (b)
below.

     

    (b) For
purposes of this Section 2.18, a notice to the Borrower by any Lender shall
be effective as to each Loan made by such Lender, if lawful, on the last day of
the Interest Period then applicable to such Loan; in all other cases such notice
shall be effective on the date of receipt by the Borrower.

     

    SECTION
2.19. Breakage.  The
Borrower shall indemnify each Lender against any loss or expense that such
Lender may sustain or incur as a consequence of (a) any event, other than a
default by such Lender in the performance of its obligations hereunder, which
results in (i) such Lender receiving or being deemed to receive any amount
on account of the principal of any Loan prior to the end of the Interest Period
in effect therefor or (ii) the conversion of the interest rate on any Loan
from the LIBO Rate to the Alternate Base Rate, or the conversion of the Interest
Period with respect to any Loan, in each case other than on the last day of the
Interest Period in effect therefor (any of the events referred to in this
clause (a) being called a “Breakage
Event”) or (b) any default in the making of any payment or
prepayment required to be made hereunder. In the case of any Breakage Event,
such loss shall include an amount equal to the excess, as reasonably determined
by such Lender, of (i) its cost of obtaining funds for the Loan that is the
subject of such Breakage Event for the period from the date of such Breakage
Event to the last day of the Interest Period in effect (or that would have been
in effect) for such Loan over (ii) the amount of interest likely to be
realized by such Lender in redeploying the funds released or not utilized by
reason of such Breakage Event for such period. A certificate of any Lender
setting forth any amount or amounts which such Lender is entitled to receive
pursuant to this Section 2.19 shall be delivered to the Borrower and shall
be conclusive absent manifest error.

     

    SECTION
2.20. Alternate Rate of
Interest.  In the event, and on each occasion, that on the day
two Business Days prior to the commencement of any Interest Period for a
Eurodollar Loan the Administrative Agent shall have determined that Dollar
deposits in the principal amounts of the Loans are not generally available in
the London interbank market, or that the rates at which such Dollar deposits are
being offered will not adequately and fairly reflect the cost to the majority of
Lenders of making or maintaining Eurodollar Loans during such Interest Period,
or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate,
the Administrative Agent shall, as soon as practicable thereafter, give written
or fax notice of such determination to the Borrower and the Lenders. In the
event of any such determination, until the Administrative Agent shall have
advised the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, any request by the Borrower for a Eurodollar Loan
pursuant to 2.07 shall be deemed to be a request for an
ABR Loan.  Each determination by the Administrative Agent under
this Section 2.20 shall be conclusive absent manifest error.

     

    
      
         

      

      
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    SECTION
2.21. Agreement to
Amend and Restate.  On the Closing Date, subject to the terms
and conditions specified herein, the Borrower and Lenders agree (i) to amend and
restate the Original Credit Agreement as provided herein and (ii) that the
obligations existing thereunder shall be Obligations hereunder. For the
avoidance of doubt, as of the Closing Date, all Loans made on the Closing Date
and all Loans existing as of the Original Closing Date shall accrue interest at
the same interest rate.

     

    ARTICLE
III

    Representations
and Warranties

     

    Each of
Holdings and the Borrower represents and warrants to the Administrative Agent,
the Collateral Agent and each of the Lenders that:

     

    SECTION
3.01. Organization;
Powers.  Holdings, the Borrower and each of the Subsidiaries
(a) is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required, except where the failure so to qualify could not reasonably be
expected to result in a Material Adverse Effect, and (d) has the power and
authority to execute, deliver and perform its obligations under each of the Loan
Documents and each other agreement or instrument contemplated thereby to which
it is or will be a party and, in the case of the Borrower, to borrow
hereunder.

     

    SECTION
3.02. Authorization.  The
Transactions (a) have been duly authorized by all requisite corporate and,
if required, stockholder action and (b) will not (i) violate
(A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings, the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or
other instrument to which Holdings, the Borrower or any Subsidiary is a party or
by which any of them or any of their property is or may be bound, (ii) be
in conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under, or give rise to any right to accelerate
or to require the prepayment, repurchase or redemption of any obligation under
any such indenture, agreement or other instrument or (iii) result in the
creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by Holdings, the Borrower or any
Subsidiary (other than any Lien created hereunder or under the Security
Documents).

     

    SECTION
3.03. Enforceability.  This
Agreement has been duly executed and delivered by Holdings and the Borrower and
constitutes, and each other Loan Document when executed and delivered by each
Loan Party party thereto will constitute, a legal, valid and binding obligation
of such Loan Party enforceable against such Loan Party in accordance with its
terms.

     

    
      
         

      

      
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    SECTION
3.04. Governmental
Approvals.  No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be
required in connection with the Transactions, except for (a) the filing of
Uniform Commercial Code financing statements and filings with the United States
Patent and Trademark Office and the United States Copyright Office,
(b) recordation of the Mortgages, (c) other registrations and filings
required for the perfection of security interests in the Collateral, and (d)
such as have been made or obtained and are in full force and
effect.

     

    SECTION
3.05. Financial
Statements.  (a)  Holdings has heretofore furnished
to the Lenders its consolidated balance sheets and related statements of income,
stockholder’s equity and cash flows (i) as of and for the fiscal year ended
September 30, 2007, audited by and accompanied by the opinion of Ehrhardt Keefe
Steiner & Hottman P.C., independent public accountants, and (ii) as of
and for the fiscal quarters ended December 31, 2007 and March 31, 2008,
certified by its chief financial officer. Such financial statements present
fairly the financial condition and results of operations and cash flows of
Holdings and its consolidated Subsidiaries as of such dates and for such
periods. Such balance sheets and the notes thereto disclose all material
liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries
as of the dates thereof. Such financial statements were prepared in accordance
with GAAP applied on a consistent basis, subject, in the case of unaudited
financial statements, to year-end audit adjustments and the absence of
footnotes.

     

    (b) The
Borrower has heretofore delivered to the Lenders its unaudited pro forma
consolidated balance sheet and related pro forma statements of income,
stockholder’s equity and cash flows as of March 31, 2008, prepared giving effect
to the Transactions as if they had occurred, with respect to such balance sheet,
on such date and, with respect to such other financial statements, on the first
day of the 12-month period ending on such date. Such pro forma financial
statements have been prepared in good faith by the Borrower, based on the
assumptions believed by the Borrower on the date thereof and on the Closing Date
to be reasonable, are based on the best information available to the Borrower as
of the date of delivery thereof, accurately reflect all adjustments required to
be made to give effect to the Transactions and present fairly on a pro forma
basis the estimated consolidated financial position of the Borrower and its
consolidated Subsidiaries as of such date and for such period, assuming that the
Transactions had actually occurred at such date or at the beginning of such
period, as the case may be.

     

    SECTION
3.06. No Material
Adverse Change.  No event, change or condition has occurred
that has had, or could reasonably be expected to have, a material adverse effect
on the business, assets, liabilities, operations, condition (financial or
otherwise), operating results or prospects of Holdings, the Borrower and the
Subsidiaries, taken as a whole, since September 30, 2007.

     

    SECTION
3.07. Title to
Properties; Possession Under Leases.  (a)  Each of
Holdings, the Borrower and the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its material properties and assets (including
all Mortgaged Property), except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties and assets for their intended purposes. All such material
properties and assets are free and clear of Liens, other than Liens not
prohibited by Section 6.02.

     

    
      
         

      

      
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    (b) Each of
Holdings, the Borrower and the Subsidiaries has complied with all obligations
under all material leases to which it is a party and all such leases are in full
force and effect.  Each of Holdings, the Borrower and the Subsidiaries
enjoys peaceful and undisturbed possession under all such material
leases.

     

    (c) As of the
Closing Date, neither Holdings nor the Borrower has received any notice of, nor
has any knowledge of, any pending or contemplated condemnation proceeding
affecting the Mortgaged Properties or any sale or disposition thereof in lieu of
condemnation.

     

    (d) As of the
Closing Date, none of Holdings, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein.

     

    SECTION
3.08. Subsidiaries.  Schedule 3.08
sets forth as of the Closing Date a list of all Subsidiaries and the percentage
ownership interest of Holdings or the Borrower therein. The shares of capital
stock or other ownership interests so indicated on Schedule 3.08 are fully paid
and non-assessable and are owned by Holdings or the Borrower, directly or
indirectly, free and clear of all Liens (other than Liens created under the
Security Documents).

     

    SECTION
3.09. Litigation;
Compliance with Laws.  (a)  Except as set forth on
Schedule 3.09, there are no actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of Holdings or the Borrower, threatened against or affecting Holdings
or the Borrower or any Subsidiary or any business, property or rights of any
such Person (i) that involve any Loan Document or the Transactions or
(ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse
Effect.

     

    (b) Since the
date of this Agreement, there has been no change in the status of the matters
disclosed on Schedule 3.09 that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

     

    (c) None of
Holdings, the Borrower or any of the Subsidiaries or any of their respective
material properties or assets is in violation of, nor will the continued
operation of their material properties and assets as currently conducted
violate, any law, rule or regulation (including any zoning, building,
Environmental Law, ordinance, code or approval or any building permits) or any
restrictions of record or agreements affecting the Mortgaged Property, or is in
default with respect to any judgment, writ, injunction, decree or order of any
Governmental Authority, where such violation or default could reasonably be
expected to result in a Material Adverse Effect.

     

    SECTION
3.10. Agreements.  (a)  None
of Holdings, the Borrower or any of the Subsidiaries is a party to any agreement
or instrument or subject to any corporate restriction that has resulted or could
reasonably be expected to result in a Material Adverse Effect.

     

    (b) None of
Holdings, the Borrower or any of the Subsidiaries is in default in any manner
under any provision of any indenture or other agreement or instrument evidencing
Indebtedness, or any other material agreement or instrument to which it is a
party or by which it or any of its properties or assets are or may be bound, in
each case where such default could reasonably be expected to result in a
Material Adverse Effect.

     

    
      
         

      

      
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    SECTION
3.11. Federal Reserve
Regulations.  (a)  None of Holdings, the Borrower or
any of the Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying Margin Stock.

     

    (b) No part
of the proceeds of any Loan will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation T, U or X.

     

    SECTION
3.12. Investment
Company Act.  None of Holdings, the Borrower or any Subsidiary
is (a) an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.

     

    SECTION
3.13. Use of
Proceeds.  The Borrower will use the proceeds of the Loans
only for the purposes specified in the introductory statement to this
Agreement.

     

    SECTION
3.14. Tax
Returns.  Each of Holdings, the Borrower and the Subsidiaries
has filed or caused to be filed all Federal, state, local and foreign tax
returns or materials required to have been filed by it and has paid or caused to
be paid all taxes due and payable by it and all assessments received by it,
except taxes (i) for which an extension for filing has been obtained by the
applicable Person and (ii) that are being contested in good faith by appropriate
proceedings and for which Holdings, the Borrower or such Subsidiary, as
applicable, shall have set aside on its books adequate reserves.

     

    SECTION
3.15. No Material
Misstatements.  None of the information, reports, financial
statements, exhibits or schedules furnished by or on behalf of Holdings or the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading; provided that to the extent
any such information, report, financial statement, exhibit or schedule was based
upon or constitutes a forecast or projection, each of Holdings and the Borrower
represents only that it acted in good faith and utilized reasonable assumptions
(based upon accounting principles consistent with the historical audited
financial statements of the Borrower) and due care in the preparation of such
information, report, financial statement, exhibit or schedule.

     

    SECTION
3.16. Employee Benefit
Plans.

     

    (a) Each of
the Borrower and its ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events, could reasonably be expected to result in material liability of the
Borrower or any of its ERISA Affiliates.

     

    
      
         

      

      
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    (b) None of
the Borrower or any of its ERISA Affiliates has a Plan or a Foreign Pension
Plan.

     

    SECTION
3.17. Environmental
Matters.  (a)  Except as set forth in
Schedule 3.17, none of Holdings, the Borrower or any of the Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply, in all material respects, with any material permit, license or other
approval required under any Environmental Law, (ii) has become subject to
any material Environmental Liability, (iii) has received notice of any
actual or threatened material Environmental Liability or (iv) knows of any basis
for any material Environmental Liability.

     

    (b) Except as
set forth in Schedule 3.17, (i) no real property currently owned, leased or
operated by Holdings, Borrower or any Subsidiary is or, to Holdings’, Borrower’s
or any Subsidiary’s knowledge as of, or at any time after, April 26, 2006, has,
during Holdings’, Borrower’s or any Subsidiary’s ownership, lease or operation
thereof, been in material non-compliance with any applicable Environmental Laws
or subject to any material Environmental Liability and (ii) to Holdings’,
Borrower’s or any Subsidiary’s knowledge since April 26, 2006, no real property
formerly owned, leased or operated by Holdings, Borrower or any Subsidiary is or
has, during Holdings’, Borrower’s or any Subsidiary’s ownership, lease or
operation thereof,  been, in material non-compliance with any
applicable Environmental Laws or subject to any material Environmental
Liability.

     

    (c) Since the
date of this Agreement, there has been no change in the status of the matters
disclosed on Schedule 3.17.

     

    SECTION
3.18. Insurance.  Schedule
3.18 sets forth a true, complete and correct description of all insurance
maintained by the Borrower or by the Borrower for its Subsidiaries as of the
date hereof and the Closing Date. As of each such date, such insurance is in
full force and effect and all premiums have been duly paid. The Borrower and its
Subsidiaries have insurance in such amounts and covering such risks and
liabilities as are in accordance with normal industry practice.

     

    SECTION
3.19. Security
Documents.  (a)  The Guarantee and Collateral
Agreement, upon execution and delivery thereof by the parties thereto, will
create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral (as
defined in the Guarantee and Collateral Agreement) and the proceeds thereof and
(i) when the Pledged Collateral (as defined in the Guarantee and Collateral
Agreement) is delivered to the Collateral Agent, the Lien created under
Guarantee and Collateral Agreement shall constitute a perfected first priority
Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Pledged Collateral, in each case prior and superior in right to
any other Person, and (ii) when financing statements in appropriate form are
filed in the offices specified on Schedule 3.19(a), the Liens created under the
Guarantee and Collateral Agreement will constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in
such Collateral (other than Intellectual Property, as defined in the Guarantee
and Collateral Agreement and other property in which a security may not be
perfected solely by the filing of a financing statement), in each case prior and
superior in right to any other Person, other than with respect to Liens
expressly permitted by Section 6.02.

     

    
      
         

      

      
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    (b) Upon the
recordation of the Guarantee and Collateral Agreement (or a short-form security
agreement in form and substance reasonably satisfactory to the Borrower and the
Collateral Agent) with the United States Patent and Trademark Office and the
United States Copyright Office, together with the financing statements in
appropriate form filed in the offices specified on Schedule 3.19(a), the
Lien created under the Guarantee and Collateral Agreement shall constitute a
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in the Intellectual Property (as defined in the Guarantee and
Collateral Agreement) in which a security interest may be perfected by filing in
the United States and its territories and possessions, in each case prior and
superior in right to any other Person (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United
States Copyright Office may be necessary to perfect a Lien on registered
trademarks and patents, trademark and patent applications and registered
copyrights acquired by the Loan Parties after the date hereof).

     

    (c) The
Mortgages, if any, are effective to create in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien
on all of the Loan Parties’ right, title and interest in and to the Mortgaged
Property thereunder and the proceeds thereof, and when the Mortgages are filed
in the offices specified on Schedule 3.19(c), the Mortgages shall
constitute a perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Mortgaged Property and the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to the rights of Persons pursuant to Liens expressly permitted
by Section 6.02.

     

    SECTION
3.20. Location of Real
Property and Leased
Premises.  (a)   Schedule 3.20(a) lists
completely and correctly as of the Closing Date all real property owned by the
Borrower and the Subsidiaries and the addresses thereof. The Borrower and the
Subsidiaries own in fee all the real property set forth on
Schedule 3.20(a).

     

    (b) Schedule 3.20(b)
lists completely and correctly as of the Closing Date all real property leased
by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and
the Subsidiaries have valid leases in all the real property set forth on
Schedule 3.20(b).

     

    SECTION
3.21. Labor
Matters.  As of the date hereof and the Closing Date, there are
no strikes, lockouts or slowdowns against Holdings, the Borrower or any
Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened.
The hours worked by and payments made to employees of Holdings, the Borrower and
the Subsidiaries have not been in violation of the Fair Labor Standards Act or
any other applicable Federal, state, local or foreign law dealing with such
matters. All payments due from Holdings, the Borrower or any Subsidiary, or for
which any claim may be made against Holdings, the Borrower or any Subsidiary, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of Holdings, the Borrower
or such Subsidiary. The consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

     

    
      
         

      

      
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    SECTION
3.22. Solvency.  Immediately
after the consummation of the Transactions to occur on the Closing Date and
immediately following the making of each Loan and after giving effect to the
application of the proceeds of each Loan, (a) the fair value of the assets
of the Borrower, individually, and the Loan Parties, collectively, at a fair
valuation, will exceed its or their debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the
property of the Borrower, individually, and the Loan Parties, collectively, will
be greater than the amount that will be required to pay the probable liability
of its or their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured;
(c) each Loan Party will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) the Borrower, individually, and the Loan
Parties, collectively, will not have unreasonably small capital with which to
conduct the business in which it is or they are engaged as such business is now
conducted and is proposed to be conducted following the Closing
Date.

     

    SECTION
3.23. Sanctioned
Persons.  None of Holdings, the Borrower or any Subsidiary nor,
to the knowledge of the Borrower, any director, officer, agent, employee or
Affiliate of Holdings, the Borrower or any Subsidiary is currently subject to
any U.S. sanctions administered by the Office of Foreign Assets Control of the
U.S. Treasury Department (“OFAC”);
and the Borrower will not directly or indirectly use the proceeds of the Loans
or the Letters of Credit or otherwise make available such proceeds to any
Person, for the purpose of financing the activities of any Person currently
subject to any U.S. sanctions administered by OFAC.

     

    ARTICLE
IV

    Conditions
of Lending

     

    The
obligations of the Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions:

     

    SECTION
4.01. Conditions.  On
the Closing Date:

     

    (a) The
Administrative Agent shall have received a Borrowing Request as required by
Section 2.02.

     

    (b) The
representations and warranties set forth in Article III and in each other
Loan Document shall be true and correct in all material respects on and as of
the Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date.

     

    (c) At the
time of and immediately after the issuance of the Loans, no Default or Event of
Default shall have occurred and be continuing.

     

    (d) The
Administrative Agent shall have received, on behalf of itself, the Lenders, a
favorable written opinion of (i) Latham & Watkins, LLP, counsel for Holdings
and the Borrower, in form and substance satisfactory to the Administrative
Agent  and (ii) Holland & Hart LLP, local counsel for Holdings and
the Borrower, in form and substance satisfactory to the Administrative Agent, in
each case, (A) dated the Closing Date, (B) addressed to the Administrative
Agent and the Lenders, and (C) covering such other matters relating to the Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request, and Holdings and the Borrower hereby request such counsel to deliver
such opinions.

     

    
      
         

      

      
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    (e) All legal
matters incident to this Agreement, the Loans and the other Loan Documents shall
be satisfactory to the Lenders and to the Administrative Agent.

     

    (f) The
Administrative Agent shall have received (i) a copy of the certificate or
articles of incorporation, including all amendments thereto, of each Loan Party,
certified as of a recent date by the Secretary of State of the state of its
organization, or, if there has been no change in such documents since the
Initial Closing Date, a certificate of the Secretary or other appropriate
officer acceptable to the Administrative Agent of each Loan Party to that
effect, and a certificate as to the good standing of each Loan Party as of a
recent date, from such Secretary of State; (ii) a certificate of the
Secretary or Assistant Secretary of each Loan Party dated the Closing Date and
certifying (A) that attached thereto is a true and complete copy of the
by-laws of such Loan Party as in effect on the Closing Date and at all times
since a date prior to the date of the resolutions described in clause (B)
below, or, if there has been no change in such documents since the Initial
Closing Date, a statement to that effect, (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors of
such Loan Party authorizing the execution, delivery and performance of the Loan
Documents to which such Person is a party and, in the case of the Borrower, the
borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the
certificate or articles of incorporation of such Loan Party have not been
amended since the date of the last amendment thereto shown on the certificate of
good standing furnished pursuant to clause (i) above, and (D) as to
the incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf of
such Loan Party; (iii) a certificate of another officer as to the
incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to clause (ii) above and (iv) such other
documents as the Lenders or the Administrative Agent may reasonably request;
and.

     

    (g) The
Administrative Agent shall have received a certificate, dated the Closing Date
and signed by a Financial Officer of the Borrower, confirming compliance with
the conditions precedent set forth in paragraphs (b) and (c) of this
Section 4.01, which certification may be made in the Borrowing
Request.

     

    (h) The
Administrative Agent shall have received all Fees and other amounts due and
payable on or prior to the Closing Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder or under any other Loan Document.

     

    (i) Except as
set forth in Section 5.13, the Security Documents shall have been duly executed
by each Loan Party that is to be a party thereto and shall be in full force and
effect on the Closing Date. The Collateral Agent on behalf of the Secured
Parties shall have a security interest in the Collateral of the type and
priority described in each executed Security Document.

     

    (j) The
Lenders shall have received the financial statements and opinion referred to in
Section 3.05, none of which shall demonstrate a material adverse change in the
financial condition of the Borrower from (and shall not otherwise be materially
inconsistent with) the financial statements or forecasts previously provided to
the Lenders.

     

    (k) The
Lenders shall have received, to the extent requested, all documentation and
other information required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the USA
PATRIOT Act.

     

    
      
         

      

      
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    (l) The
Collateral Agent shall have received a Perfection Certificate with respect to
the Loan Parties dated on or prior to the Closing Date and duly executed by a
Responsible Officer of Holdings and the Borrower, and shall have received the
results of a search of the Uniform Commercial Code filings (or equivalent
filings) made with respect to the Loan Parties in the states (or other
jurisdictions) of formation of such Persons, in each case as indicated on such
Perfection Certificate, together with copies of the financing statements (or
similar documents) disclosed by such search, and accompanied by evidence
satisfactory to the Collateral Agent that the Liens indicated in any such
financing statement (or similar document) would be permitted under Section 6.02
or have been or will be contemporaneously released or terminated.

     

    (m) (i)  Except
as set forth in Section 5.13, each of the Security Documents, in form and
substance satisfactory to the Lenders, relating to each of the Mortgaged
Properties shall have been duly executed by the parties thereto and delivered to
the Collateral Agent and shall be in full force and effect, (ii) each of
such Mortgaged Properties shall not be subject to any Lien other than those
permitted under Section 6.02, (iii) each of such Security Documents
shall have been filed and recorded in the recording office as specified on
Schedule 3.19(c) (or a lender’s title insurance policy, in form and
substance acceptable to the Collateral Agent, insuring such Security Document as
a first lien on such Mortgaged Property (subject to any Lien permitted by
Section 6.02) shall have been received by the Collateral Agent) and, in
connection therewith, the Collateral Agent shall have received evidence
satisfactory to it of each such filing and recordation and (iv) the
Collateral Agent shall have received such other documents, including a policy or
policies of title insurance issued by a nationally recognized title insurance
company, together with such endorsements, coinsurance and reinsurance as may be
requested by the Collateral Agent and the Lenders, insuring the Mortgages as
valid first liens on the Mortgaged Properties, free of Liens other than those
permitted under Section 6.02, together with such surveys, abstracts,
appraisals and legal opinions required to be furnished pursuant to the terms of
the Mortgages or as reasonably requested by the Collateral Agent or the
Lenders.

     

    (n) The
Administrative Agent shall have received a copy of, or a certificate as to
coverage under, the insurance policies required by Section 5.02 and the
applicable provisions of the Security Documents, each of which shall be endorsed
or otherwise amended to include a customary lender’s loss payable endorsement
and to name the Collateral Agent as additional insured, in form and substance
satisfactory to the Administrative Agent.

     

    ARTICLE
V

    Affirmative
Covenants

     

    Each of
Holdings and the Borrower covenants and agrees with each Lender that so long as
this Agreement shall remain in effect and until the principal of and interest on
each Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full, unless the Required Lenders shall
otherwise consent in writing, each of Holdings and the Borrower will, and will
cause each of the Subsidiary Guarantors to:

     

    
      
         

      

      
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    SECTION
5.01. Existence;
Compliance with Laws; Businesses and
Properties.  (a)  Do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under
Section 6.05.

     

    (b) Do or
cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in substantially the
manner in which it is presently conducted and operated; comply in all material
respects with all applicable laws, rules, regulations and decrees and orders of
any Governmental Authority, whether now in effect or hereafter enacted; and at
all times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times.

     

    SECTION
5.02. Insurance.  (a)  Keep
its insurable properties adequately insured at all times by financially sound
and reputable insurers; maintain such other insurance, to such extent and
against such risks, including fire and other risks insured against by extended
coverage, as is customary with companies in the same or similar businesses
operating in the same or similar locations, including business interruption
insurance, public liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the use
of any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

     

    (b) Cause all
such policies covering any Collateral to be endorsed or otherwise amended to
include a customary lender’s loss payable endorsement, in form and substance
satisfactory to the Administrative Agent and the Collateral Agent, which
endorsement shall provide that, from and after the Closing Date, if the
insurance carrier shall have received written notice from the Administrative
Agent or the Collateral Agent of the occurrence of an Event of Default, the
insurance carrier shall pay all proceeds otherwise payable to the Borrower or
the Loan Parties under such policies directly to the Collateral Agent; cause all
such policies to provide that neither the Borrower, the Administrative Agent,
the Collateral Agent nor any other party shall be a coinsurer thereunder and to
contain such other provisions as the Administrative Agent or the Collateral
Agent may reasonably require from time to time to protect their interests;
deliver original or certified copies of all such policies to the Collateral
Agent; cause each such policy to provide that it shall not be canceled, modified
or not renewed (i) by reason of nonpayment of premium upon not less than 10
days’ prior written notice thereof by the insurer to the Administrative Agent
and the Collateral Agent (giving the Administrative Agent and the Collateral
Agent the right to cure defaults in the payment of premiums) or (ii) for
any other reason upon not less than 30 days’ prior written notice thereof
by the insurer to the Administrative Agent and the Collateral Agent; deliver to
the Administrative Agent and the Collateral Agent, prior to the cancellation,
modification or nonrenewal of any such policy of insurance, a copy of a renewal
or replacement policy (or other evidence of renewal of a policy previously
delivered to the Administrative Agent and the Collateral Agent) together with
evidence satisfactory to the Administrative Agent and the Collateral Agent of
payment of the premium therefor.

     

    
      
         

      

      
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    (c) If at any
time the area in which the Premises (as defined in the Mortgages) are located is
designated (i) a “flood hazard area” in any Flood Insurance Rate Map
published by the Federal Emergency Management Agency (or any successor agency),
obtain flood insurance in such total amount as the Administrative Agent, the
Collateral Agent or the Required Lenders may from time to time require, and
otherwise comply with the National Flood Insurance Program as set forth in the
Flood Disaster Protection Act of 1973, as it may be amended from time to time,
or (ii) a “Zone 1” area, obtain earthquake insurance in such total
amount as the Administrative Agent, the Collateral Agent or the Required Lenders
may from time to time require.

     

    (d) With
respect to any Mortgaged Property, carry and maintain comprehensive general
liability insurance including the “broad form CGL endorsement” and coverage on
an occurrence basis against claims made for personal injury (including bodily
injury, death and property damage) and umbrella liability insurance against any
and all claims, in no event for a combined single limit of less than that which
is customary for companies in the same or similar businesses operating in the
same or similar locations, naming the Collateral Agent as an additional insured,
on forms satisfactory to the Collateral Agent.

     

    (e) Notify
the Administrative Agent and the Collateral Agent promptly whenever any separate
insurance concurrent in form or contributing in the event of loss with that
required to be maintained under this Section 5.02 is taken out by any Loan
Party; and promptly deliver to the Administrative Agent and the Collateral Agent
a duplicate original copy of such policy or policies.

     

    SECTION
5.03. Obligations and
Taxes.  Pay its Indebtedness and other obligations promptly and
in accordance with their terms and pay and discharge promptly when due all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise that, if unpaid, might give rise to a Lien
upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall have
set aside on its books adequate reserves with respect thereto in accordance with
GAAP and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien and, in the case
of a Mortgaged Property, there is no risk of forfeiture of such
property.

     

    SECTION
5.04. Financial
Statements, Reports, etc.  In the case of Holdings and
Borrower, as applicable, furnish to the Administrative Agent, which shall
furnish to each Lender:

     

    (a) 

     

    (i) within
90 days after the end of each fiscal year, its consolidated and
consolidating balance sheet and related statements of income, stockholders’
equity and cash flows showing the financial condition of Holdings and its
consolidated Subsidiaries as of the close of such fiscal year and the results of
its operations and the operations of such Subsidiaries during such year,
together with comparative figures for the immediately preceding fiscal year, all
audited by Ehrhardt Keefe Steiner & Hottman P.C. or other independent public
accountants of recognized national standing and accompanied by an opinion of
such accountants (which opinion shall be without a “going concern” or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
fairly present the financial condition and results of operations of Holdings and
its consolidated Subsidiaries on a consolidated and consolidating basis in
accordance with GAAP consistently applied;

     

    
      
         

      

      
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    (ii) within
90 days after the end of each fiscal year, its consolidated and
consolidating balance sheet and related statements of income, stockholders’
equity and cash flows showing the financial condition of the Borrower and its
consolidated Subsidiaries as of the close of such fiscal year and the results of
its operations and the operations of such Subsidiaries during such year,
together with comparative figures for the immediately preceding fiscal year and
adjustments otherwise reflected in the audited financial statements of Holdings
directly related to the Borrower;

     

    (b) 

     

    (i) within
45 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated and consolidating balance sheet and related
statements of income, stockholders’ equity and cash flows showing the financial
condition of Holdings and its consolidated Subsidiaries as of the close of such
fiscal quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, and, other than with respect to quarterly reports during the
remainder of the first fiscal year after the Closing Date, comparative figures
for the same periods in the immediately preceding fiscal year, all certified by
one of its Financial Officers as fairly presenting the financial condition and
results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments;

     

    (ii) within
45 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated and consolidating balance sheet and related
statements of income, stockholders’ equity and cash flows showing the financial
condition of the Borrower and its consolidated Subsidiaries as of the close of
such fiscal quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, and, other than with respect to quarterly reports during the
remainder of the first fiscal year after the Closing Date, comparative figures
for the same periods in the immediately preceding fiscal year, all certified by
one of its Financial Officers as fairly presenting the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments;

     

    (c) within 30
days after the end of the first two fiscal months of each fiscal quarter, its
consolidated balance sheet and related statements of income and cash flows
showing the financial condition of the Borrower and its consolidated
Subsidiaries during such fiscal month and the then elapsed portion of the fiscal
year, all certified by one of its Financial Officers as fairly presenting the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

     

    
      
         

      

      
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    (d) concurrently
with any delivery of financial statements under paragraph (a), (b) or (c) above,
a certificate of a Financial Officer in the form of Exhibit D (i) certifying
that no Event of Default or Default has occurred or, if such an Event of Default
or Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto and
(ii) solely with respect to (a) and (b) above, setting forth computations
in reasonable detail satisfactory to the Administrative Agent demonstrating
compliance with the covenants contained in Sections 6.10 and 6.11;

     

    (e) concurrently
with any delivery of financial statements under clause (a) above, a certificate
of the accounting firm that reported on such statements (which certificate may
be limited to accounting matters and disclaim responsibility for legal
interpretations) certifying that no Event of Default or Default has occurred
with respect to Sections 6.10 and 6.11 or, if such an Event of Default or
Default has occurred, specifying the extent thereof in reasonable
detail;

     

    (f) within 90
days after the beginning of each fiscal year of the Borrower, a detailed
consolidated budget for such fiscal year (including a projected consolidated
balance sheet and related statements of projected operations and cash flows as
of the end of and for such fiscal year and setting forth the assumptions used
for purposes of preparing such budget) and, promptly when available, any
significant revisions of such budget;

     

    (g) promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by Holdings, the Borrower or
any Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, or distributed to its shareholders, as the
case may be;

     

    (h) promptly
after the receipt thereof by Holdings or the Borrower or any of their respective
subsidiaries, a copy of any “management letter” received by any such Person from
its certified public accountants and the management’s response
thereto;

     

    (i) promptly
after the request by any Lender, all documentation and other information that
such Lender reasonably requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act; and

     

    (j) promptly,
from time to time, such other information regarding the operations, business
affairs and financial condition of Holdings, the Borrower or any Subsidiary, or
compliance with the terms of any Loan Document, as the Administrative Agent or
any Lender may reasonably request.

     

    SECTION
5.05. Litigation and
Other Notices.  Furnish to the Administrative Agent and each
Lender prompt written notice of the following:

     

    
      
         

      

      
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    (a) any Event
of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect
thereto;

     

    (b) the
filing or commencement of, or any threat or notice of intention of any Person to
file or commence, any action, suit or proceeding, whether at law or in equity or
by or before any Governmental Authority, against the Borrower or any Affiliate
thereof that could reasonably be expected to result in a Material Adverse
Effect;

     

    (c) the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and the Subsidiaries in an aggregate amount exceeding
$1,750,000; and

     

    (d) any
development that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    SECTION
5.06. Information
Regarding Collateral.  (a)  Furnish to the
Administrative Agent prompt written notice of any change (i) in any Loan
Party’s corporate name, (ii) in the jurisdiction of organization or
formation of any Loan Party, (iii) in any Loan Party’s identity or
corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification
Number. Holdings and the Borrower agree not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral. Holdings and the
Borrower also agree promptly to notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.

     

    (b)  In
the case of the Borrower, each year, at the time of delivery of the annual
financial statements with respect to the preceding fiscal year pursuant to
Section 5.04(a), deliver to the Administrative Agent a certificate of a
Financial Officer setting forth the information required pursuant to
Section 2 of the Perfection Certificate or confirming that there has been
no change in such information since the date of the Perfection Certificate
delivered on the Closing Date or the date of the most recent certificate
delivered pursuant to this Section 5.06.

     

    SECTION
5.07. Maintaining
Records; Access to Properties and Inspections.  Keep proper
books of record and account in which full, true and correct entries in
conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. Each Loan Party will,
and will cause each of its subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender to visit and inspect the
financial records and the properties of such Person at reasonable times and as
often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances and
condition of such Person with the officers thereof and independent accountants
therefor.

     

    SECTION
5.08. Use of
Proceeds.  Use the proceeds of the Loans only for the purposes
specified in the introductory statement to this Agreement.

     

    
      
         

      

      
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    SECTION
5.09. Employee
Benefits.  (a) Comply in all material respects with the
applicable provisions of ERISA and the Code and the laws applicable to any
Foreign Pension Plan and (b) furnish to the Administrative Agent as soon as
possible after, and in any event within ten days after any responsible officer
of Holdings, the Borrower or any ERISA Affiliate knows or has reason to know
that, any ERISA Event has occurred that, alone or together with any other ERISA
Event could reasonably be expected to result in liability of Holdings, the
Borrower or any ERISA Affiliate in an aggregate amount exceeding $1,750,000, a
statement of a Financial Officer of Holdings or the Borrower setting forth
details as to such ERISA Event and the action, if any, that Holdings or the
Borrower proposes to take with respect thereto.

     

    SECTION
5.10. Compliance with
Environmental Laws.  Comply, and cause all lessees and other
Persons occupying its properties to comply, in all material respects, with all
Environmental Laws applicable to its operations and properties; obtain, renew
and comply with all terms and conditions of all material environmental permits
necessary for its operations and properties; and as promptly as commercially
reasonable, including with respect to any current or former operations or
properties, address and resolve any actual or threatened Environmental
Liability, including by conducting remedial action, in accordance with
Environmental Laws; provided, however, that none of
Holdings, the Borrower or any Subsidiary shall be required to undertake any
remedial action required by Environmental Laws to the extent that its obligation
to do so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances in
accordance with GAAP.

     

    SECTION
5.11. Preparation of
Environmental Reports.  Promptly notify the Administrative
Agent in writing of a Default caused by reason of a breach of Section 3.17 or
Section 5.10 and share with Administrative Agent all data information and
reports generate or prepared in connection therewith. If a Default caused by
reason of a breach of Section 3.17 or Section 5.10 shall have occurred and
be continuing for more than 20 days without Holdings, the Borrower or any
Subsidiary commencing activities reasonably likely to cure such Default, at the
written request of the Required Lenders through the Administrative Agent, (a)
provide to the Lenders within 45 days after such request, at the expense of
the Loan Parties, an environmental site assessment report, including where
appropriate, any soil and or groundwater sampling, regarding the matters which
are the subject of such Default prepared by an environmental consulting firm
reasonably acceptable to the Administrative Agent and indicating compliance or
non-compliance with Environmental Law, the presence or absence of Hazardous
Materials, proposed compliance or remedial action for responding to any
environmental concerns described therein and the estimated cost of any such
compliance or remedial action and (b) promptly undertake such proposed
compliance or remedial action.

     

    SECTION
5.12. Further
Assurances.  Execute any and all further documents, financing
statements, agreements and instruments, and take all further action (including
filing Uniform Commercial Code and other financing statements, mortgages and
deeds of trust) that may be required under applicable law, or that the Required
Lenders, the Administrative Agent or the Collateral Agent may reasonably
request, in order to effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and
first priority of the security interests created or intended to be created by
the Security Documents.  Holdings will cause any subsequently acquired
or organized Domestic Subsidiary to become a Loan Party by executing the
Guarantee and Collateral Agreement and each applicable Security Document in
favor of the Collateral Agent. In addition, 

     

    
      
         

      

      
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      from time
to time, Holdings and the Borrower will, at Borrower’s cost and expense,
promptly secure the Obligations by pledging or creating, or causing to be
pledged or created, perfected security interests with respect to such of its
assets and properties as the Administrative Agent or the Required Lenders shall
designate (it being understood that it is the intent of the parties that the
Obligations shall be secured by substantially all the assets of the Borrower and
any Domestic Subsidiaries that are Subsidiary Guarantors (including real and
other properties acquired subsequent to the Closing Date)). Such security
interests and Liens will be created under the Security Documents and other
security agreements, mortgages, deeds of trust and other instruments and
documents in form and substance satisfactory to the Collateral Agent, and the
Borrower shall deliver or cause to be delivered to the Lenders all such
instruments and documents (including legal opinions, title insurance policies
and lien searches) as the Collateral Agent shall reasonably request to evidence
compliance with this Section. The Borrower agrees to provide such evidence as
the Collateral Agent shall reasonably request as to the perfection and priority
status of each such security interest and Lien.  In furtherance of the
foregoing, the Borrower will give prompt notice to the Administrative Agent of
the acquisition by it or any Subsidiary Guarantor of any real property (or any
interest in real property) having a value in excess of
$1,000,000.

    

     

    SECTION
5.13. Post Closing
Covenant.  At Borrowers’ cost and expense, Borrower shall,
without limiting and notwithstanding any other provision of any Loan Document,
execute and deliver, or cause to be executed and delivered, such agreements and
documents, and take or cause to be taken such actions, and otherwise perform,
observe and satisfy such obligations, as are set forth on Schedule 5.13, within
the time period set forth therein.

     

    SECTION
5.14. Cash
Management.  In supplement to Section 4.04(b) in the Guarantee
and Collateral Agreement, without the prior written consent of the Collateral
Agent, Borrower may not, and will not cause any Loan Party to, (i) add or
replace a depositary bank or Deposit Account (as such term is defined in the
Guarantee and Collateral Agreement), (ii) allow any deposit account or any “zero
balance checking” accounts, other than Deposit Accounts subject to Deposit
Account Control Agreements and accounts that are maintained solely for employee
flex spending amounts and payroll amounts, to maintain a balance in excess of
zero dollars for a period in excess of one Business Day or (iii) change any
sweep instructions existing as of the Closing Date for any bank account,
including any Deposit Account.

     

    ARTICLE
VI

    Negative
Covenants

     

    Each of
Holdings and the Borrower covenants and agrees with each Lender that, so long as
this Agreement shall remain in effect and until the principal of and interest on
each Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full, unless the Required Lenders shall otherwise
consent in writing, neither Holdings nor the Borrower will, nor will they cause
or permit any of the Subsidiary Guarantors to:

     

    SECTION
6.01. Indebtedness.  Incur,
create, assume or permit to exist any Indebtedness, except:

     

    
      
         

      

      
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    (a) Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and any
extensions, renewals or replacements of such Indebtedness to the extent the
principal amount of such Indebtedness is not increased, neither the final
maturity nor the weighted average life to maturity of such Indebtedness is
decreased, such Indebtedness, if subordinated to the Obligations, remains so
subordinated on terms no less favorable to the Lenders, and the original
obligors in respect of such Indebtedness remain the only obligors
thereon;

     

    (b) Indebtedness
created hereunder and under the other Loan Documents;

     

    (c) intercompany
Indebtedness of the Holdings, Borrower and the Subsidiary Guarantors to the
extent permitted by Section 6.04(c);

     

    (d) Indebtedness
of Holdings, the Borrower or any Subsidiary Guarantor incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this Section 6.01(d), when
combined with the aggregate principal amount of all Capital Lease Obligations
incurred pursuant to Section 6.01(e) shall not exceed $2,000,000 at any time
outstanding;

     

    (e) Capital
Lease Obligations in an aggregate principal amount, when combined with the
aggregate principal amount of all Indebtedness incurred pursuant to
Section 6.01(d), not in excess of $2,000,000 at any time
outstanding;

     

    (f) Indebtedness
under performance bonds or with respect to workers’ compensation claims, in each
case incurred in the ordinary course of business; and

     

    (g) Indebtedness
of any Person that becomes a Subsidiary Guarantor after the date hereof; provided that (i)
such Indebtedness exists at the time such Persons becomes a Subsidiary and is
not created in contemplation of or in connection with such Person becoming a
Subsidiary, (ii) immediately before and after such Person becomes a
Subsidiary, no Default or Event of Default shall have occurred and be continuing
and (iii) the aggregate principal amount of Indebtedness permitted by this
Section 6.01(h) shall not exceed $1,000,000 at any time
outstanding;

     

    (h) other
unsecured Indebtedness of the Holdings, Borrower or the Subsidiary Guarantors in
an aggregate principal amount not exceeding $1,750,000 at any time
outstanding;

     

    (i) other
secured Indebtedness Holdings, Borrower or the Subsidiary Guarantors in an
aggregate principal amount not exceeding $250,000 at any time
outstanding;

     

    (j) Obligations
incurred in the ordinary course under forward purchases of natural gas to match
forward sales of fertilizer products;

     

    
      
         

      

      
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    (k) Convertible
debt issued by Holdings from time to time;

     

    (l) Indebtedness
arising under Hedging Agreements that are not speculative in nature and are
related to income derived from foreign operations of Holdings, the Borrower or
any Subsidiary Guarantor or otherwise related to purchases from foreign
suppliers

     

    (m) Indebtedness
under the NMTC Guaranties.

     

    SECTION
6.02. Liens.  Create,
incur, assume or permit to exist any Lien on any property or assets (including
Equity Interests or other securities of any Person, including the Borrower or
any Subsidiary Guarantor) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:

     

    (a) Liens on
property or assets of Holdings, the Borrower and the Subsidiary Guarantor
existing on the date hereof and set forth in Schedule 6.02; provided that
such Liens shall secure only those obligations which they secure on the date
hereof and extensions, renewals and replacements thereof permitted
hereunder;

     

    (b) any Lien
created under the Loan Documents;

     

    (c) any Lien
existing on any property or asset prior to the acquisition thereof by Holdings
or any Subsidiary Guarantor or existing on any property or assets of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary, as the case may be; provided that (i) such
Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Subsidiary, (ii) such Lien does not apply to any
other property or assets of Holdings, the Borrower or any Subsidiary Guarantor
and (iii) such Lien secures only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the
case may be;

     

    (d) Liens for
taxes not yet delinquent or which are being contested in compliance with
Section 5.03;

     

    (e) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business and securing obligations that are not
due and payable or which are being contested in compliance with
Section 5.03;

     

    (f) pledges
and deposits made in the ordinary course of business in compliance with
workmen’s compensation, unemployment insurance and other social security laws or
regulations;

     

    (g) deposits
to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

     

    (h) zoning
restrictions, easements, rights-of-way, restrictions on use of real property and
other similar encumbrances incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount and do not materially detract from
the value of the property subject thereto or interfere with the ordinary conduct
of the business of Holdings, the Borrower or any Subsidiaries;

     

    
      
         

      

      
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    (i) purchase
money security interests in real property, improvements thereto or equipment
hereafter acquired (or, in the case of improvements, constructed) by Holdings,
the Borrower or any Subsidiary Guarantor; provided that (i) such
security interests secure Indebtedness permitted by Section 6.01,
(ii) such security interests are incurred, and the Indebtedness secured
thereby is created, within 90 days after such acquisition (or
construction), (iii) the Indebtedness secured thereby does not exceed the
lesser of the cost or the fair market value of such real property, improvements
or equipment at the time of such acquisition (or construction) and
(iv) such security interests do not apply to any other property or assets
of Holdings, the Borrower or any Subsidiary Guarantor;

     

    (j) judgment
Liens securing judgments not constituting an Event of Default under Article VII;
and

     

    (k) other
Liens securing liabilities hereunder in an aggregate amount not to exceed
$1,000,000 at any time outstanding; provided that for the avoidance of doubt any
secured Indebtedness incurred by the Loan Parties in reliance on Section 6.01(i)
shall be deemed to reduce the amount of Liens that may be incurred under this
subsection (k) equally with the amount of such secured
Indebtedness.

     

    SECTION
6.03. Sale and
Lease-Back Transactions.  Enter into any arrangement, directly
or indirectly, with any Person whereby it shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred unless (a) the sale or transfer of such property
is permitted by Section 6.05 and (b) any Capital Lease Obligations or Liens
arising in connection therewith are permitted by Sections 6.01 and 6.02, as the
case may be.

     

    SECTION
6.04. Investments,
Loans and Advances.  Purchase, hold or acquire any Equity
Interests, evidences of indebtedness or other securities of, make or permit to
exist any loans or advances to, or make or permit to exist any investment or any
other interest in, any other Person (collectively, “Investments”),
except:

     

    (a) Subject
to Section 2.10(a), as applicable, (i) Investments by Holdings, the Borrower and
any Subsidiary Guarantor existing on the date hereof in the Equity Interests of
the Borrower and the Subsidiaries, (ii) Investments by Holdings, the Borrower
and any Subsidiary Guarantor, directly or indirectly, (A) in RSFC Land
Management, LLC for the purpose of purchasing the property located in Natchez,
Mississippi and (B) for the purpose of developing and maintaining the property
and any facilities or fixtures on the property located in Natchez, Mississippi
in an aggregate outstanding amount not to exceed $14,500,000 and, in the event
the Maturity Date is extended to May 29, 2011, in an aggregate outstanding
amount not to exceed $17,000,000 (in each case exclusive of any Investments made
pursuant to clause (a)(iv) of this Section 6.04; provided, however, that all
amounts 

     

    
      
         

      

      
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    repaid to
Holdings pursuant to Section 6.04(a)(iv) shall permanently reduce the
$14,500,000 or $17,000,000, as applicable, by an amount equal to such
repayment), (iii) additional Investments by Holdings, the Borrower and any
Subsidiary Guarantor in the Equity Interests of the Borrower and the
Subsidiaries; provided
that (1) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Guarantee and Collateral Agreement (subject to the limitations
applicable to voting stock of a Foreign Subsidiary referred to therein), (2) the
aggregate amount of Investments made after the Closing Date by Loan Parties in,
and loans and advances (including those made pursuant to Section 6.04(c) but
excluding any made under the other clauses of the Section 6.04(a)) made after
the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties
(determined without regard to any write-downs or write-offs of such investments,
loans and advances) shall not in the aggregate exceed $500,000 at any time
outstanding, and (3) no Investments may be made by Borrower in Holdings or any
Subsidiary unless Borrower shall maintain the Minimum Liquidity Threshold after
giving effect to such Investment, and (iv) Investments by Holdings in the amount
of $8,032,917.16 as part of the NMTC Transaction, so long as the cash proceeds
of that Investment are used to repay in full the intercompany loan between
Holdings and RSFC Land Management, LLC, dated May 30, 2008 in the principal
amount of $8,032,917.16;

     

    (b) Permitted
Investments;

     

    (c) Subject
to Section 2.10(a), loans or advances made by Holdings to any Subsidiary and
made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such
loans and advances (including to the extent applicable, any Permitted
Distributions/Loans) made by a Loan Party shall be evidenced by a promissory
note pledged to the Collateral Agent for the ratable benefit of the Secured
Parties pursuant to the Guarantee and Collateral Agreement, (ii) such loans and
advances shall be unsecured and subordinated to the Obligations, which
subordination language shall be in form and substance satisfactory to the
Administrative Agent, (iii) the amount of such loans and advances (including
those made pursuant to Section 6.04(a)) made by Loan Parties to Subsidiaries
that are not Loan Parties shall be subject to the limitation set forth in clause
(a) above and (iv) no loans or advances may be made by Borrower to Holdings or
any Subsidiary unless Borrower shall maintain the Minimum Liquidity Threshold
after giving effect to such loan or advance;

     

    (d) Investments
received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business;

     

    (e) Holdings,
the Borrower and any Subsidiary Guarantor may make loans and advances in the
ordinary course of business to their respective employees so long as the
aggregate principal amount thereof at any time outstanding (determined without
regard to any write-downs or write-offs of such loans and advances) shall not
exceed $100,000;

     

    (f) Holdings,
the Borrower and any Subsidiary Guarantor may enter into Hedging Agreements that
are not speculative in nature and are related to income derived from foreign
operations of the Borrower or any Subsidiary or otherwise related to purchases
from foreign suppliers;

     

    
      
         

      

      
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    (g) subject
to Section 2.10(a), as applicable, in addition to Investments permitted by
paragraphs (a) through (f) above, additional Investments by Holdings, the
Borrower and any Subsidiary Guarantor so long as the aggregate amount invested,
loaned or advanced pursuant to this paragraph (g) (determined without regard to
any write-downs or write-offs of such investments, loans and advances) does not
exceed $2,500,000 in the aggregate plus any return of capital paid to the
applicable investor hereunder on any Investment previously made pursuant to this
clause (g);

     

    (h) Holdings,
the Borrower or any Subsidiary Guarantor may acquire all or substantially all
the assets of a Person or line of business of such Person, or not less than 100%
of the Equity Interests (other than directors’ qualifying shares) of a Person
(referred to herein as the “Acquired
Entity”); provided that (i) such
acquisition was not preceded by an unsolicited tender offer for such Equity
Interests by, or proxy contest initiated by, Holdings, the Borrower or any
Subsidiary; (ii) the Acquired Entity shall be in a similar line of business
as that of Holdings, the Borrower and the Subsidiary Guarantors as conducted
during the current and most recent calendar year; and (iii) at the time of
such transaction (A) both before and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing;
(B) Holdings, the Borrower would be in compliance with the covenants set
forth in Sections 6.10 and 6.11 as of the most recently completed period of four
consecutive fiscal quarters ending prior to such transaction for which the
financial statements and certificates required by Section 5.04(a) or
5.04(b), as the case may be, and 5.04(d) have been delivered or for which
comparable financial statements have been filed with the Securities and Exchange
Commission, after giving pro forma effect to such transaction and to any other
event occurring after such period as to which pro forma recalculation is
appropriate (including any other transaction described in this
Section 6.04(h) occurring after such period) as if such transaction had
occurred as of the first day of such period; (C) the total consideration
paid in connection with such acquisition and any other acquisitions pursuant to
this Section 6.04(g) (including any Indebtedness of the Acquired Entity
that is assumed by the  Holdings, the Borrower and any Subsidiary Guarantor
following such acquisition and any payments following such acquisition pursuant
to earn-out provisions or similar obligations) shall not in the aggregate exceed
$2,000,000; (D) Holdings or the Borrower shall have delivered a certificate
of a Financial Officer, certifying as to the foregoing and containing reasonably
detailed calculations in support thereof, in form and substance satisfactory to
the Administrative Agent and (E) Holdings or the Borrower shall comply, and
shall cause the Acquired Entity to comply, with the applicable provisions of
Section 5.12 and the Security Documents (any acquisition of an Acquired Entity
meeting all the criteria of this Section 6.04(g) being referred to herein
as a “Permitted
Acquisition”);

     

    (i) subject
to Section 2.10(a) with respect to any Investment made in cash, as applicable,
Investments made in exchange for Equity Interests in Holdings; and

     

    (j) Investments
in “auction-rate” securities by Holdings existing on and as of the Closing
Date.

     

    SECTION
6.05. Mergers,
Consolidations, Sales of Assets and
Acquisitions.  (a)    Merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all the assets
(whether now owned or hereafter acquired) of the Borrower or less than all the
Equity Interests of any Subsidiary Guarantor, or purchase, lease or otherwise
acquire (in one transaction or a series of transactions) all or any substantial
part of the assets of any other Person, except that (i) Holdings or the
Borrower and any Subsidiary may purchase and sell inventory in the ordinary
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    and
(ii) if at the time thereof and immediately after giving effect thereto no
Event of Default or Default shall have occurred and be continuing (x) any
Wholly Owned Subsidiary may merge into Holdings or the Borrower in a transaction
in which Holdings or the Borrower is the surviving corporation, (y) any
Wholly Owned Subsidiary may merge into or consolidate with any other Wholly
Owned Subsidiary in a transaction in which the surviving entity is a Wholly
Owned Subsidiary and no Person other than the Borrower or a Wholly Owned
Subsidiary receives any consideration (provided that if any party to any such
transaction is a Loan Party, the surviving entity of such transaction shall be a
Loan Party) and (z) Holdings and the Subsidiaries may make Permitted
Acquisitions and (iii) Acquisitions permitted under Section 6.04 and
acquisitions made with the proceeds of equity issuances by Holdings or in
exchange for Equity Interests in Holdings.

     

    (b) Make any
Asset Sale not otherwise prohibited permitted under paragraph (a) above
unless (i) such Asset Sale is for consideration at least 85% of which is
cash, (ii) such consideration is at least equal to the fair market value of
the assets being sold, transferred, leased or disposed of and (iii) the
fair market value of all assets sold, transferred, leased or disposed of
pursuant to this paragraph (b) shall not exceed (i) $1,000,000 in any
fiscal year.

     

    SECTION
6.06. Restricted
Payments; Restrictive Agreements.  Subject to compliance with
Section 2.10(a), as applicable, (a)  declare or make, or agree to
declare or make, directly or indirectly, any Restricted Payment (including
pursuant to any Synthetic Purchase Agreement), or incur any obligation
(contingent or otherwise) to do so; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other distributions ratably to
its equity holders, (ii) so long as no Default or Event of Default shall
have occurred and be continuing or would result therefrom, the Borrower may, or
the Borrower and the Subsidiaries may make distributions to Holdings so that
Holdings may, repurchase its Equity Interests owned by employees of Holdings,
the Borrower or the Subsidiaries or make payments to employees of Holdings, the
Borrower or the Subsidiaries upon termination of employment in connection with
the exercise of stock options, stock appreciation rights or similar equity
incentives or equity based incentives pursuant to management incentive plans or
in connection with the death or disability of such employees in an aggregate
amount not to exceed $250,000 in any fiscal year and (iii)  so long as no
Default or Event of Default shall have occurred and is continuing or would
result therefrom, the Borrower and the Subsidiaries may make Restricted Payments
to Holdings (w) in an amount not to exceed $250,000 in any fiscal year, to the
extent necessary to pay general corporate and overhead expenses incurred by
Holdings in the ordinary course of business, (x) in an amount necessary to
pay the Tax liabilities of Holdings directly attributable to (or arising as a
result of) the operations of the Borrower and the Subsidiaries; provided, however, that, with respect
to clauses (w) and (x), (A) the amount of such dividends shall not exceed
the amount that the Borrower and the Subsidiaries would be required to pay in
respect of Federal, State and local taxes were the Borrower and the Subsidiaries
to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments
made to Holdings pursuant to this clause (iii) are used by Holdings for the
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      specified
herein within 20 days of the receipt thereof, (iv) Borrower may make any
Permitted Distributions/Loans; (v) so long as no Event of Default or Default
shall have occurred and be continuing or would result therefrom, Borrower and
the Subsidiaries may pay the fees payable under the Management Agreement; (vi)
so long as no Event of Default or Default shall have occurred and be continuing
or would result therefrom, Borrower and the Subsidiary Guarantors may make
distributions; provided that for purposes of clauses (i), (iii)(w), (iv), (v)
and (vi), no such distribution to Holdings or any Subsidiary may be made unless
Borrower shall maintain the Minimum Liquidity Threshold after giving effect to
such distribution, and (vii) Borrower may distribute any promissory note
evidencing any Permitted Distributions/Loans to Holdings.  For the
avoidance of doubt the foregoing will not prohibit any payment of interest by
Holdings in respect of convertible debt of Holdings; provided, however, that any
distribution or intercompany loan by Borrower to Holdings for purposes of paying
such interest payments shall be subject to Section 2.10(a).

    

     

    (b) Enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon the ability of any Subsidiary
Guarantor to pay dividends or other distributions with respect to any of its
Equity Interests or to make or repay loans or advances to the Borrower or any
Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any
Subsidiary Guarantor; provided that (A) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document, (B) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions
and conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (C) the foregoing shall not apply to restrictions and
conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of
such Foreign Subsidiary permitted to be incurred hereunder,
(D) clause (i) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness and (E) clause (i) of the
foregoing shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof.

     

    SECTION
6.07. Transactions with
Affiliates.  Except for transactions between or among Loan
Parties and the Management Agreement, sell or transfer any property or assets
to, or purchase or acquire any property or assets from, or otherwise engage in
any other transactions with, any of its Affiliates, except that Holdings, the
Borrower or any Subsidiary Guarantor may engage in any of the foregoing
transactions in the ordinary course of business at prices and on terms and
conditions not less favorable to Holdings, the Borrower or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third
parties.

     

    SECTION
6.08. Business of
Holdings, Borrower and Subsidiaries.  Engage at any time in any
business or business activity other than the business currently conducted by it
and business activities reasonably incidental or related thereto.

     

    SECTION
6.09. Other
Indebtedness and Agreements.  (a)  Permit any waiver,
supplement, modification, amendment, termination or release of any indenture,
instrument or agreement pursuant to which any Material Indebtedness of Holdings,
the Borrower or any of the Subsidiary Guarantors is outstanding if the effect of
such waiver, supplement, modification, amendment, termination or release would
materially increase the obligations of the obligor or confer additional material
rights on the holder of such Indebtedness in a manner adverse to Holdings, the
Borrower, any of the Subsidiary Guarantors or the Lenders or (ii) any waiver,
supplement, modification or amendment of its certificate of incorporation,
by-laws, operating, management or partnership agreement or other organizational
documents, to the extent any such waiver, supplement, modification or amendment
would be adverse to the Lenders in any material respect.

     

    
      
         

      

      
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    (b) (i)  Make
any distribution, whether in cash, property, securities or a combination
thereof, other than regular scheduled payments and mandatory payments of
principal and interest as and when due (to the extent not prohibited by
applicable subordination provisions), in respect of, or pay, or commit to pay,
or directly or indirectly (including pursuant to any Synthetic Purchase
Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or
set apart any sum for the aforesaid purposes, any Indebtedness except (A) the
payment of the Indebtedness created hereunder or intercompany Indebtedness owing
to any Loan Party, (B) refinancings of Indebtedness permitted by Section 6.01
and (C) the payment of secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness,
or (ii) pay in cash any amount in respect of any Indebtedness or preferred
Equity Interests that may at the obligor’s option be paid in kind or in other
securities.

     

    SECTION
6.10. Capital
Expenditures.  Permit the aggregate amount of Capital
Expenditures made by the Borrower and its Subsidiaries for the period set forth
below to exceed the amount set forth in the table below opposite such
period:

     

    
      	
              Measurement
      Period

            	
              Maximum Capital
      Expenditures

            
	
              October
      1, 2007 through September 30, 2008

            	
              $15,000,000

            
	
              October
      1, 2008 through September 30, 2009

            	
              $16,500,000

            
	
              October
      1, 2009 through May 29, 2010

            	
              $3,250,000

            


    

    


    ;
provided, that if on May 29, 2010, the Borrower has met all the criteria for,
and requested, an extension of the Maturity Date, or has otherwise received
Agent’s and Lenders’ written consent for an extension of the Maturity Date, the
maximum Capital Expenditures for each of the periods set forth below shall not
exceed the amount set forth in the table below opposite such
period:

    


    
      	
              Measurement
      Period

            	
              Maximum Capital
      Expenditures

            
	
              October
      1, 2009 through September 30, 2010

            	
              $4,750,000

            
	
              October
      1, 2010 through May 29, 2011

            	
              $5,750,000

            


    

    


    ;
provided further, however, in the event the Borrower does not expend the maximum
Capital Expenditure amount set forth above in any applicable measurement period,
the Borrower may carry forward to the immediately succeeding applicable
measurement period the unutilized portion.  All Capital Expenditures
shall first be applied to reduce the then applicable maximum Capital
Expenditures amount and then to reduce the carry-forward from the previous
applicable measurement period, if any.

     

    SECTION
6.11. Minimum
EBITDA.

     

    Borrower
shall not permit Consolidated EBITDA for the twelve month period ending on the
last day of any fiscal quarter set forth below to be less than the minimum
amount set forth in the table below opposite such date:

     

    
      
         

      

      
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              Measurement
      Date

            	
              Minimum
      EBITDA

            
	
              June
      30, 2008

            	
              $33,000,000

            
	
              September
      30, 2008

            	
              $40,000,000

            
	
              December
      31, 2008

            	
              $41,000,000

            
	
              March
      31, 2009

            	
              $39,000,000

            
	
              June
      30, 2009

            	
              $42,500,000

            
	
              September
      30, 2009

            	
              $42,500,000

            
	
              December
      31, 2009

            	
              $46,000,000

            
	
              March
      31, 2010

            	
              $50,000,000

            
	
              June
      30, 2010

            	
              $59,500,000

            
	
              September
      30, 2010

            	
              $60,000,000

            
	
              December
      31, 2010

            	
              $60,000,000

            
	
              March
      31, 2011

            	
              $60,000,000

            


    

    


    SECTION
6.12. Fiscal
Year.  With respect to Holdings and the Borrower, change their
fiscal year-end to a date other than September 30.

     

    SECTION
6.13. Certain Equity
Securities.  Issue any Equity Interest that is not Qualified
Capital Stock.

     

    SECTION
6.14. Negative
Pledge.  No Loan Party shall, and no Loan Party shall permit
any Subsidiary Guarantor to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual restriction or encumbrance
of any kind on the ability of any such Person to pay dividends or make any other
distribution on any of such Subsidiary Guarantor’s Stock or Stock Equivalents or
to pay fees, including management fees, or make other payments and distributions
to Holdings or any Subsidiaries.  No Loan Party shall, and no Loan
Party shall permit any Subsidiaries to, directly or indirectly, enter into,
assume or become subject to any contractual obligation prohibiting or otherwise
restricting the existence of any Lien upon any of its assets in favor of the
Collateral Agent, whether now owned or hereafter acquired except Liens permitted
under Section 6.02.  No Loan Party shall, and no Loan Party shall
permit any Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual lien or security interest of
any kind on the property located in Natchez, Mississippi, other than a Lien
permitted under Section 6.02 or a lien for purposes of securing tax credits in
respect of such property.

     

    SECTION
6.15. No Speculative
Agreements.  None of
Holdings, the Borrower or any Subsidiary Guarantor may enter into Hedging
Agreements that are speculative in nature.

     

    
      
         

      

      
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    SECTION
6.16. Minimum Liquidity
Threshold.  At all times after the Closing Date Borrower shall
maintain an amount of unencumbered (other than pursuant to the Security
Documents) cash on deposit (or in Permitted Investments) on any day including
the Maturity Date of at least, (a) if the then outstanding aggregate principal
amount of the Loans shall equal or exceed $25,000,000, $10,000,000 or (b) if the
then outstanding aggregate principal amount of the Loans shall be less than
$25,000,000, $5,000,000 (the “Minimum Liquidity
Threshold”); provided however that solely during the months of August
through and including October of any fiscal year, regardless of the aggregate
principal amount of the Loans, the Minimum Liquidity Threshold for the Borrower
shall be $5,000,000.

     

    ARTICLE
VII

    Events
of Default

     

    In case
of the happening of any of the following events (“Events of
Default”):

     

    (a) any
representation or warranty made or deemed made in or in connection with any Loan
Document hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;

     

    (b) default
shall be made in the payment of any principal of any Loan when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

     

    (c) default
shall be made in the payment of any interest on any Loan or any Fee or any other
amount (other than an amount referred to in (b) above) due under any Loan
Document, when and as the same shall become due and payable, and such default
shall continue unremedied for a period of three Business Days;

     

    (d) default
shall be made in the due observance or performance by Holdings, the Borrower or
any Subsidiary Guarantor of any covenant, condition or agreement contained in
Section 5.01(a), 5.02, 5.05, 5.08, 5.13 or in Article VI;

     

    (e) default
shall be made in the due observance or performance by Holdings, the Borrower or
any Subsidiary of any covenant, condition or agreement contained in any Loan
Document (other than those specified in (b), (c) or (d) above) and such default
shall continue unremedied for a period of 30 days after the earlier of (i)
notice thereof from the Administrative Agent to the Borrower (which notice shall
also be given at the request of any Lender) or (ii) knowledge thereof of
Holdings or the Borrower;

     

    (f) (i)  Holdings,
the Borrower or any Subsidiary Guarantor shall fail to pay any principal or
interest, regardless of amount, due in respect of any Material Indebtedness,
when and as the same shall become due and payable, or (ii) any other event
or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity in each case
which is not cured or waived; provided that this
clause (ii) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;

     

    
      
         

      

      
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    (g) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of
Holdings, the Borrower or any Subsidiary (other than an Inactive Subsidiary), or
of a substantial part of the property or assets of Holdings, the Borrower or a
Subsidiary (other than an Inactive Subsidiary), under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary
(other than an Inactive Subsidiary) or for a substantial part of the property or
assets of Holdings, the Borrower or a Subsidiary or (iii) the winding-up or
liquidation of Holdings, the Borrower or any Subsidiary (other than an Inactive
Subsidiary); and such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing
shall be entered;

     

    (h) Holdings,
the Borrower or any Subsidiary Guarantor  (other than an Inactive
Subsidiary) shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or the filing of any petition described in (g) above,
(iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary (other than an Inactive Subsidiary) or for a
substantial part of the property or assets of Holdings, the Borrower or any
Subsidiary (other than an Inactive Subsidiary), (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay
its debts as they become due or (vii) take any action for the purpose of
effecting any of the foregoing;

     

    (i) one or
more judgments shall be rendered against Holdings, the Borrower, any Subsidiary
or any combination thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of Holdings, the Borrower or any Subsidiary to enforce any
such judgment and such judgment either (i) is for the payment of money in
an aggregate amount in excess of $1,750,000 or (ii) is for injunctive
relief and could reasonably be expected to result in a Material Adverse
Effect;

     

    (j) an ERISA
Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other such ERISA Events, could reasonably be expected to
result in liability of the Borrower and its ERISA Affiliates in an aggregate
amount exceeding $1,750,000;

     

    (k) any
Guarantee under the Guarantee and Collateral Agreement for any reason shall
cease to be in full force and effect (other than in accordance with its terms),
or any Guarantor shall deny in writing that it has any further liability under
the Guarantee and Collateral Agreement (other than as a result of the discharge
of such Guarantor in accordance with the terms of the Loan Documents);
or

     

    
      
         

      

      
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    (l) any
security interest purported to be created by any Security Document shall cease
to be, or shall be asserted by the Borrower or any other Loan Party not to be, a
valid, perfected, first priority (except as otherwise expressly provided in this
Agreement or such Security Document) security interest in the securities, assets
or properties covered thereby except for any Lien pertaining to Collateral that
individually or in the aggregate is of an de minimis value  in
relation to the outstanding Obligations ;

     

    then, and
in every such event (other than an event with respect to Holdings or the
Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the
Borrower, declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding; and in any event with
respect to Holdings or the Borrower described in paragraph (g) or (h)
above, the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

     

    ARTICLE
VIII

    The
Administrative Agent and the Collateral Agent

     

    Each
Lender hereby irrevocably appoints the Administrative Agent and the Collateral
Agent (for purposes of this Article VIII, the Administrative Agent and the
Collateral Agent are referred to collectively as the “Agents”)
its agent and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.  Without limiting the generality of the foregoing, the Agents
are hereby expressly authorized to (i) execute any and all documents (including
releases) with respect to the Collateral and the rights of the Secured Parties
with respect thereto, as contemplated by and in accordance with the provisions
of this Agreement and the Security Documents and (ii) negotiate, enforce or the
settle any claim, action or proceeding affecting the Lenders in their capacity
as such, at the direction of the Required Lenders, which negotiation,
enforcement or settlement will be binding upon each Lender.

     

    The
institution serving as the Administrative Agent and/or the Collateral Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not an Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.

     

    
      
         

      

      
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    Neither
Agent shall have any duties or obligations except those expressly set forth in
the Loan Documents.  Without limiting the generality of the foregoing,
(a) neither Agent shall be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) neither
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that such Agent is instructed in writing to exercise by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08), and (c) except
as expressly set forth in the Loan Documents, neither Agent shall have any duty
to disclose, nor shall it be liable for the failure to disclose, any information
relating to Holdings, the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent and/or
Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.08) or in the absence of its own gross negligence or willful misconduct.
Neither Agent shall be deemed to have knowledge of any Default unless and until
written notice thereof is given to such Agent by Holdings, the Borrower or a
Lender, and neither Agent shall be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to such Agent.

     

    Each
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 believed by it to be genuine and to have been signed
or sent by the proper Person. Each Agent may also rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. Each Agent may
consult with legal counsel (who may be counsel for the Borrower), 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.

     

    Each
Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more sub-agents appointed by it. Each Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
by or through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the Loans as well as
activities as Agent.

     

    
      
         

      

      
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    Subject
to the appointment and acceptance of a successor Agent as provided below, either
Agent may resign at any time by notifying the Lenders and the Borrower. Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation,
then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. If no successor Agent has been appointed pursuant to the
immediately preceding sentence by the 30th day
after the date such notice of resignation was given by such Agent, such Agent’s
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of such Agent hereunder and/or under any other Loan
Document until such time, if any, as the Required Lenders appoint a successor
Administrative Agent and/or Collateral Agent, as the case may
be.  Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After an Agent’s resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for the benefit of such
retiring 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 acting as
Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Agents or any other Lender 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 Lender also acknowledges that it will, independently and without
reliance upon the Agents or any other Lender 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
or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.

     

    ARTICLE
IX

    Miscellaneous

     

    SECTION
9.01. Notices;
Electronic Communications.  Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
fax, as follows:

     

    (a) if to the
Borrower or Holdings, to it at 10877 Wilshire Blvd., Suite 710 LA, CA 90024,
Attention of General Counsel (Fax No. 310-208-7165), Email: cmorris@rentk.com;

     

    (b) if to the
Administrative Agent, to Credit Suisse, Agency Manager, One Madison Avenue, New
York, NY 10010, Fax No. 212-322-2291, Email:  agency.loanops@credit-suisse.com;
and

     

    (c) if to a
Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in
the Assignment and Acceptance pursuant to which such Lender shall have become a
party hereto.

     

    
      
         

      

      
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    All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt if delivered by hand or overnight courier service or sent by fax or
on the date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this
Section 9.01. As agreed to among Holdings, the Borrower, the Administrative
Agent and the applicable Lenders from time to time, notices and other
communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable Person provided from time to time by such
Person.

     

    The Borrower hereby agrees,
unless directed otherwise by the Administrative Agent or unless the
electronic mail
address referred to below has not been provided by the Administrative Agent to
the Borrower, that it will, or will cause the Subsidiaries to, provide to the
Administrative Agent all information, documents and other materials that it is
obligated to furnish to the
Administrative Agent pursuant to the Loan Documents or to the Lenders under
Article 5, including all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding
any such communication that
(i) relates to the payment of any principal or other amount due under this
Agreement prior to the scheduled date therefor, (ii) provides notice of any
Default or Event of Default under this Agreement or any other Loan Document
or (iii) is required to be delivered
to satisfy any condition precedent to the effectiveness of this Agreement (all
such non-excluded communications being referred to herein collectively as
“Communications”), by transmitting the
Communications in an electronic/soft medium that is properly
identified in a format acceptable to the Administrative Agent to an electronic
mail address as directed by the Administrative Agent.  In addition,
the Borrower agrees, and agrees to cause the Subsidiaries, to continue to
provide the Communications to the
Administrative Agent or the Lenders, as the case may be, in the manner specified
in the Loan Documents but only to the extent requested by the Administrative
Agent.

     

    The
Borrower hereby acknowledges that (a) the Administrative Agent will make
available to the Lenders materials and/or information provided by or on behalf
of the Borrower hereunder (collectively, the “Borrower
Materials”) by posting the Borrower Materials on Intralinks or another
similar electronic system (the “Platform”)
and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that (w) all Borrower Materials that
are to be made available to Public Lenders 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 Borrower shall be deemed to have authorized the Administrative
Agent and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to the Borrower or its securities
for purposes of United States federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they
shall be treated as set forth in Section 11.07); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated as “Public Investor;” and (z) the Administrative Agent shall
be entitled to treat any Borrower Materials that are not marked “PUBLIC” as
being suitable only for posting on a portion of the Platform not marked as
“Public Investor.” Notwithstanding the foregoing, the following Borrower
Materials shall be marked “PUBLIC”, unless the Borrower notifies the
Administrative Agent promptly that any such document contains material
non-public information: (1) the Loan Documents and (2) notification of changes
in the terms of the Loans.

     

    
      
         

      

      
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    Each Public Lender agrees to
cause at least one individual at or on behalf of such Public Lender 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 Lender
or its delegate, in accordance with such Public Lender’s compliance procedures
and applicable law, including United States Federal and state securities laws,
to make reference to Communications 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 Borrower or its securities for
purposes of United States Federal or state securities laws.

     

    THE PLATFORM IS
PROVIDED “AS
IS” AND
“AS
AVAILABLE”.  NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR
COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH
EXPRESSLY DISCLAIMS
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE
BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE
AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN
PARTY, ANY LENDER OR ANY OTHER PERSON
FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR
EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS
FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

     

    The
Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the
Loan Documents.  Each Lender agrees that receipt of notice to it (as
provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the
Communications to such Lender for purposes
of the Loan Documents.  Each Lender agrees to notify the
Administrative Agent in writing (including by electronic communication) from
time to time of such Lender’s e-mail address to which the
foregoing notice may be sent by electronic transmission and that
the foregoing notice may be sent to such e-mail address. Nothing herein shall
prejudice the right of the Administrative Agent or any Lender to give any notice
or other communication pursuant to any Loan Document in any other manner specified in such Loan
Document.

     

    
      
         

      

      
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    SECTION
9.02. Survival of
Agreement.  All covenants, agreements, representations and
warranties made by the Borrower or Holdings herein and in the certificates or
other instruments prepared or delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied
upon by the Lenders and shall survive the making by the Lenders of the Loans,
regardless of any investigation made by the Lenders or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and unpaid. The provisions
of Sections 2.15, 2.17, 2.19 and 9.05 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent or any Lender.

     

    SECTION
9.03. Binding
Effect.  This Agreement shall become effective when it shall
have been executed by the Borrower, Holdings and the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties
hereto.

     

    SECTION
9.04. Successors and
Assigns.  (a)  Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of the Borrower, Holdings, the Administrative Agent,
the Collateral Agent or the Lenders that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and
assigns.

     

    (b) Each
Lender may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it), with the prior
written consent of the Administrative Agent and so long as no Event of Default
shall have occurred and is continuing, the prior written consent of the Borrower
(not to be unreasonably withheld or delayed); provided, however, that (i) the
amount of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall be in an integral
multiple of, and not less than, $1,000,000 (or, if less, the entire remaining
amount of such Lender’s Loans); provided that simultaneous
assignments by two or more Related Funds shall be combined for purposes of
determining whether the minimum assignment requirement is met, (ii) the
parties to each assignment shall (A) execute and deliver to the Administrative
Agent an Assignment and Acceptance via an electronic settlement system
acceptable to the Administrative Agent or (B) if previously agreed with the
Administrative Agent, manually execute and deliver to the Administrative Agent
an Assignment and Acceptance, and, in each case, shall pay to the Administrative
Agent a processing and recordation fee of $3,500 (which fee

     

    
      
         

      

      
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    may be
waived or reduced in the sole discretion of the Administrative Agent), and
(iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire (in which the assignee
shall designate one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Loan
Parties and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state
securities laws) and all applicable tax forms.  Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and
after the effective date specified in each Assignment and Acceptance, (A) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement and (B) the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.17, 2.19 and 9.05, as well as to any Fees, if any, accrued
for its account and not yet paid).

     

    (c) By
executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as
follows:  (i) such assigning Lender warrants that it is the legal
and beneficial owner of the interest being assigned thereby free and clear of
any adverse claim and the outstanding balances of its Loans, without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in
(i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement, any other Loan Document or any other instrument or document furnished
pursuant hereto, or the financial condition of the Borrower or any Subsidiary or
the performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has received
a copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 3.05(a) or delivered pursuant to
Section 5.04 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) such assignee will independently and without
reliance upon the Administrative Agent, the Collateral Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (vi) such assignee
appoints and authorizes the Administrative Agent and the Collateral Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent and the Collateral Agent,
respectively, by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

     

    (d) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders and principal amount of the Loans owing to, each
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     hereof
from time to time (the “Register”).  The
entries in the Register shall be conclusive and the Borrower, the Administrative
Agent, the Collateral Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower, the Collateral Agent and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

     

    (e) Upon its
receipt of, and consent to, a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in
paragraph (b) above, if applicable, and the written consent of the
Administrative Agent and, if required, the Borrower to such assignment and any
applicable tax forms, the Administrative Agent shall promptly (i) accept
such Assignment and Acceptance and (ii) record the information contained
therein in the Register. No assignment shall be effective unless it has been
recorded in the Register as provided in this paragraph (e).

     

    (f) Each
Lender may without the consent of the Borrower or the Administrative Agent sell
participations to one or more banks or other Persons in all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the participating banks or other
Persons shall be entitled to the benefit of the cost protection provisions
contained in Section 2.17 to the same extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender that
sold the participation to such participant) and (iv) the Borrower, the
Administrative Agent and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
this Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees payable to such
participating bank or Person hereunder or the amount of principal of or the rate
at which interest is payable on the Loans in which such participating bank or
Person has an interest, extending any scheduled principal payment date or date
fixed for the payment of interest on the Loans in which such participating bank
or Person has an interest or releasing any Guarantor (other than in connection
with the sale of such Guarantor in a transaction permitted by Section 6.05)
or all or substantially all of the Collateral).

     

    (g) Any
Lender or participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.04,
disclose to the assignee or participant or proposed assignee or participant any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided
that, prior to any such disclosure of information designated by the Borrower as
confidential, each such assignee or participant or proposed assignee or
participant shall execute an agreement whereby such assignee or participant
shall agree (subject to customary exceptions) to preserve the confidentiality of
such confidential information on terms no less restrictive than those applicable
to the Lenders pursuant to Section 9.16.

     

    
      
         

      

      
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    (h) Any
Lender may at any time assign all or any portion of its rights under this
Agreement to secure extensions of credit to such Lender or in support of
obligations owed by such Lender; provided that no such
assignment shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.

     

    (i) Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPV”),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms
hereof.  The making of a Loan by an SPV hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender.  Each party hereto hereby agrees that no
SPV shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting
Lender).  In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other Person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State
thereof.  In addition, notwithstanding anything to the contrary
contained in this Section 9.04, any SPV may (i) with notice to, but without
the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institutions
(consented to by the Borrower and Administrative Agent) providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPV.

     

    (j) Neither
Holdings nor the Borrower shall assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent, and
each Lender, and any attempted assignment without such consent shall be null and
void.

     

    SECTION
9.05. Expenses;
Indemnity.  (a)  The Borrower and Holdings agree,
jointly and severally, to pay all out-of-pocket expenses incurred by the
Administrative Agent and the Collateral Agent in connection the Loans and the
preparation and administration of this Agreement and the other Loan Documents or
in connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions hereby or thereby
contemplated shall be consummated) or incurred by the Administrative Agent, the
Collateral Agent or any Lender in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents or
in connection with the Loans made hereunder, including the fees, charges and
disbursements of Proskauer Rose, LLP, counsel for the Administrative Agent and
the Collateral Agent, and, in connection with any such enforcement or
protection, the fees, charges and disbursements of any other counsel for the
Administrative Agent, the Collateral Agent or any Lender.

     

    
      
         

      

      
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    (b) The
Borrower and Holdings agree, jointly and severally, to indemnify the
Administrative Agent, the Collateral Agent, each Lender and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any other Loan Document or any
agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the
transactions contemplated thereby (including the syndication of the Loans),
(ii) the use of the proceeds of the Loans, (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto (and regardless of whether such
matter is initiated by a third party or by the Borrower, any other Loan Party or
any of their respective Affiliates), or (iv) any actual or alleged presence or
Release of Hazardous Materials on any property currently or formerly owned or
operated by the Borrower or any of the Subsidiaries, and any Environmental
Liability related in any way to Holdings, the Borrower or the Subsidiaries;
provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted primarily from the gross negligence or willful misconduct of such
Indemnitee.

     

    (c) To the
extent that Holdings and the Borrower fail to pay any amount required to be paid
by them to the Administrative Agent or the Collateral Agent under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the Collateral Agent, as the case may be, such Lender’s
pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Collateral Agent, in its capacity as
such.  For purposes hereof, a Lender’s “pro rata share” shall be
determined based upon its share of the sum of the outstanding Loans at the
time.

     

    (d) To the
extent permitted by applicable law, neither Holdings nor the Borrower shall
assert, and each hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
any Loan or the use of the proceeds thereof.

     

    (e) The
provisions of this Section 9.05 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent or any Lender.  All
amounts due under this Section 9.05 shall be payable on written demand
therefor.

     

    
      
         

      

      
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    SECTION
9.06. Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower or Holdings against any of and all the
obligations of the Borrower or Holdings now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such other
Loan Document and although such obligations may be unmatured.  The
rights of each Lender under this Section 9.06 are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

     

    SECTION
9.07. Applicable
Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
9.08. Waivers;
Amendment.  (a)  No failure or delay of the
Administrative Agent, the Collateral Agent or any Lender in exercising any power
or right hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Administrative Agent,
the Collateral Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have.  No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower
or any other Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.  No notice or demand on the Borrower or Holdings in any
case shall entitle the Borrower or Holdings to any other or further notice or
demand in similar or other circumstances.

     

    (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower, Holdings and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan (except as provided in the definition of Maturity
Date), or waive or excuse any such payment or any part thereof, or decrease the
rate of interest on any Loan, without the prior written consent of each Lender
directly adversely affected thereby, (ii) decrease or extend the date for
payment of any Fees of any Lender without the prior written consent of such
Lender, (iii) amend or modify the pro rata requirements of
Section 2.12, the provisions of Section 9.04(j) or the provisions of this
Section or release any Guarantor (other than in connection with the sale of such
Guarantor in a transaction permitted by Section 6.05) or all or
substantially all of the Collateral, without the prior written consent of each
Lender, or (iv) reduce the percentage contained in the definition of
the term “Required Lenders” without the prior written consent of each Lender;
provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent or the Collateral Agent hereunder or under any other Loan
Document without the prior written consent of the Administrative Agent or the
Collateral Agent.

     

    
      
         

      

      
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    SECTION
9.09. Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan or participation in accordance with applicable
law, the rate of interest payable in respect of such Loan or participation
hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan or participation but were
not payable as a result of the operation of this Section 9.09 shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or participations or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.

     

    SECTION
9.10. Entire
Agreement.  This Agreement, the Fee Letter and the other Loan
Documents constitute the entire contract between the parties relative to the
subject matter hereof.  Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents.  Nothing in this Agreement or in the other
Loan Documents, expressed or implied, is intended to confer upon any Person
(other than the parties hereto and thereto, their respective successors and
assigns permitted hereunder and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the Collateral Agent
and the Lenders) any rights, remedies, obligations or liabilities under or by
reason of this Agreement or the other Loan Documents.

     

    SECTION
9.11. WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.11.

     

    SECTION
9.12. Severability.  In
the event any one or more of the provisions contained in this Agreement or in
any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction).  The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     

    
      
         

      

      
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    SECTION
9.13. Counterparts.  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become
effective as provided in Section 9.03.  Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.

     

    SECTION
9.14. Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

     

    SECTION
9.15. Jurisdiction;
Consent to
Service of Process.  (a)  Each of Holdings and the
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall
affect any right that the Administrative Agent, the Collateral Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower, Holdings or their
respective properties in the courts of any jurisdiction.

     

    (b) Each of
Holdings and the Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     

    (c) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

     

    SECTION
9.16. Confidentiality.  Each
of the Administrative Agent, the Collateral Agent and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ officers,
directors, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
in connection with the exercise of any remedies hereunder or under the other
Loan Documents or any suit,

     

    
      
         

      

      
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    action or
proceeding relating to the enforcement of its rights hereunder or thereunder,
(e) subject to an agreement containing provisions substantially the same as
those of this Section 9.16, to (i) any actual or prospective assignee
of or participant in any of its rights or obligations under this Agreement and
the other Loan Documents or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower or
any Subsidiary or any of their respective obligations, (f) with the consent
of the Borrower or (g) to the extent such Information becomes publicly
available other than as a result of a breach of this
Section 9.16.  For the purposes of this Section, “Information”
shall mean all information received from the Borrower or Holdings and related to
the Borrower or Holdings or their business, other than any such information that
was available to the Administrative Agent, the Collateral Agent or any Lender on
a nonconfidential basis prior to its disclosure by the Borrower or Holdings;
provided that, in the
case of Information received from the Borrower or Holdings after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section 9.16 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord its own confidential information.

     

    SECTION
9.17. Lender
Action.  Each Lender agrees that it shall not take or institute
any actions or proceedings, judicial or otherwise, for any right or remedy
against any Loan Party or any other obligor under any of the Loan Documents
(including the exercise of any right of setoff, rights on account of any
banker’s lien or similar claim or other rights of self-help), or institute any
actions or proceedings, or otherwise commence any remedial procedures, with
respect to any Collateral or any other property of any such Loan Party, unless
expressly provided for herein or in any other Loan Document, without the prior
written consent of the Administrative Agent.  The provisions of this
Section 9.17 are for the sole benefit of the Lenders and shall not afford
any right to, or constitute a defense available to, any Loan Party.

     

    SECTION
9.18. USA PATRIOT Act
Notice.  Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies Holdings and the Borrower that
pursuant to the requirements of the USA PATRIOT Act, it is required to obtain,
verify and record information that identifies Holdings and the Borrower, which
information includes the name and address of Holdings and the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify Holdings and the Borrower in accordance with the USA
PATRIOT Act.

     

    SECTION
9.19. Diligence.  Notwithstanding
that certain documents, agreements and information have been provided
electronically by Borrower to the Administrative Agent and its counsel, no such
documents, agreements or information shall be considered disclosed under the
Agreement unless such documents, agreements and information are set forth in the
disclosure schedules to the Agreement as of the Closing
Date.  Furthermore, access by the Administrative Agent or its counsel
to any data room containing such documents, agreements or information shall not
be deemed a waiver by the Administrative Agent of the foregoing
statement.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

     

    
      
        	 	RENTECH
      ENERGY MIDWEST CORPORATION,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title 	 
	 	 	 	 


      

    

     

    
      
        	 	RENTECH,
      INC.,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:
      CFO	 
	 	 	 	 


      

    

     

    
      
        	 	CREDIT
      SUISSE, Cayman Islands Branch, individually and as Administrative Agent
      and Collateral Agent	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Vanessa
      Gomez	 
	 	 	Name:
      Vanessa Gomez	 
	 	 	Title:
      Director	 
	 	 	 	 
	 	 	 	 
	 	      
                By:
      

              	/s/
      Nupur Kumar	 
	 	 	Name:
      Nupur Kumar	 
	 	 	Title:
      Associate	 
	 	 	 	 


      

    

     

    
      
        
          	 	CREDIT
      SUISSE, Cayman Islands Branch, as
      Lender	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Vanessa
      Gomez	 
	 	 	Name:
      Vanessa Gomez	 
	 	 	Title:
      Director	 
	 	 	 	 
	 	 	 	 
	 	      
                  By:
      

                	/s/
      Nupur Kumar	 
	 	 	Name:
      Nupur Kumar	 
	 	 	Title:
      Associate	 


        

      

    

    


    
      
         

      

      
        69

        
          

        

      

      
         

      

    


    Schedule
1.01(b)

    


    SUBSIDIARY
GUARANTORS

    


    
      	
              1.  

            	
              Rentech
      Development Corporation

            


    

    
      	
              2.  

            	
              Rentech
      Services Corporation

            


    

    
      	
              3.  

            	
              Rentech
      Energy Technology Center, LLC

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
Schedule
2.01

    


    LENDER
COMMITMENTS

    


    Lender:

    Credit
Suisse, Cayman Islands Branch

    One
Madison Avenue

    New York,
NY 10010

    Fax No.
212-322-2291

    


    Total
Commitment:

    $53,000,000.00