lmi8k080107ex41.htm


    Exhibit
      4.1 

     

    Execution
      Copy

     

    CUSIP
      Number:_________________

     

     

    
      

      

    

    $80,000,000

    


    CREDIT
      AGREEMENT

    


    dated
      as
      of July 31, 2007

    


    by
      and
      among

    


    LMI
      AEROSPACE, INC.,

    as
      Borrower,

    


    the
      Lenders referred to herein,

    


    and

    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      Administrative Agent,

    Swingline
      Lender and Issuing Lender

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Syndication Agent

    


    and

    


    WACHOVIA
      CAPITAL MARKETS, LLC,

    as
      Joint
      Lead Arranger and Joint Book Manager

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    as
      Joint
      Lead Arranger and Joint Book Manager

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Joint
      Documentation Agent

    


    CHARTER
      ONE BANK, N.A.,

    as
      Joint
      Documentation Agent

    


    
 

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Table
      of Contents

     

     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	
              Section
                1.1                                Definitions

            	
              1

            
	
              Section
                1.2                                Other
                Definitions and Provisions

            	
              20

            
	
              Section
                1.3                                Accounting
                Terms

            	
              21

            
	
              Section
                1.4                                UCC
                Terms

            	
              21

            
	
              Section
                1.5                                Rounding

            	
              21

            
	
              Section
                1.6                                References
                to Agreement and Laws

            	
              21

            
	
              Section
                1.7                                Times
                of Day

            	
              21

            
	
              Section
                1.8                                Letter
                of Credit Amounts

            	
              21

            
	
              ARTICLE
                II REVOLVING CREDIT FACILITY

            	
              21

            
	
              Section
                2.1                                Revolving
                Credit Loans

            	
              21

            
	
              Section
                2.2                                Swingline
                Loans

            	
              22

            
	
              Section
                2.3                                Procedure
                for Advances of Revolving Credit Loans and Swingline Loans

            	
              23

            
	
              Section
                2.4                                Repayment
                of Loans

            	
              24

            
	
              Section
                2.5                                Permanent
                Reduction of the Aggregate Credit Commitment

            	
              25

            
	
              Section
                2.6                                Termination
                of Revolving Credit Facility

            	
              26

            
	
              Section
                2.7                                Increase
                in Aggregate Commitment

            	
              26

            
	
              ARTICLE
                III LETTER OF CREDIT FACILITY

            	
              27

            
	
              Section
                3.1                                L/C
                Commitment

            	
              27

            
	
              Section
                3.2                                Procedure
                for Issuance of Letters of Credit

            	
              27

            
	
              Section
                3.3                                Commissions
                and Other Charges

            	
              28

            
	
              Section
                3.4                                L/C
                Participations

            	
              28

            
	
              Section
                3.5                                Reimbursement
                Obligation of the Borrower

            	
              29

            
	
              Section
                3.6                                Obligations
                Absolute

            	
              30

            
	
              Section
                3.7                                Effect
                of Letter of Credit Application

            	
              30

            
	
              ARTICLE
                IV GENERAL LOAN PROVISIONS

            	
              31

            
	
              Section
                4.1                                Interest

            	
              31

            
	
              Section
                4.2                                Notice
                and Manner of Conversion or Continuation of Loans

            	
              32

            
	
              Section
                4.3                                Fees

            	
              33

            
	
              Section
                4.4                                Manner
                of Payment

            	
              33

            
	
              Section
                4.4                                Manner
                of Payment

            	
              33

            
	
              Section
                4.5                                Evidence
                of Indebtedness

            	
              34

            
	
              Section
                4.5                                Evidence
                of Indebtedness

            	
              34

            
	
              Section
                4.6                                Adjustments

            	
              34

            
	
              Section
                4.7                                Nature
                of Obligations of Lenders Regarding Extensions of Credit; Assumption
                by the Administrative Agent

            	
              35

            
	
              Section
                4.8                                Changed
                Circumstances

            	
              36

            
	
              Section
                4.9                                Indemnity

            	
              37

            
	Section
              4.10                              Increased
              Costs	37
	
              Section
                4.11                              Taxes

            	38
	
              Section
                4.12                              Mitigation
                Obligations; Replacement of Lenders

            	40


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                4.13                              Security

            	
              41

            
	
              ARTICLE
                V CLOSING; CONDITIONS OF CLOSING AND BORROWING

            	
              42

            
	
              Section
                5.1                                Closing

            	
              42

            
	
              Section
                5.2                                Conditions
                to Closing and Initial Extensions of Credit

            	
              42

            
	
              Section
                5.3                                Conditions
                to All Extensions of Credit

            	
              47

            
	
              Section
                5.4                                Post-Closing
                Conditions

            	
              47

            
	
              ARTICLE
                VI REPRESENTATIONS AND WARRANTIES OF THE BORROWER

            	
              48

            
	
              Section
                6.1                                Representations
                and Warranties

            	
              48

            
	
              Section
                6.2                                Survival
                of Representations and Warranties, Etc.

            	
              55

            
	
              ARTICLE
                VII FINANCIAL INFORMATION AND NOTICES

            	
              56

            
	
              Section
                7.1                                Financial
                Statements and Projections

            	
              56

            
	
              Section
                7.2                                Officer’s
                Compliance Certificate

            	
              57

            
	
              Section
                7.3                                Other
                Reports

            	
              57

            
	
              Section
                7.4                                Notice
                of Litigation and Other Matters

            	
              57

            
	
              Section
                7.5                                Accuracy
                of Information

            	
              58

            
	
              ARTICLE
                VIII AFFIRMATIVE COVENANTS

            	
              59

            
	
              Section
                8.1                                Preservation
                of Corporate Existence and Related Matters

            	
              59

            
	
              Section
                8.2                                Maintenance
                of Property

            	
              59

            
	
              Section
                8.3                                Insurance

            	
              59

            
	
              Section
                8.4                                Accounting
                Methods and Financial Records

            	
              59

            
	
              Section
                8.5                                Payment
                and Performance of Obligations

            	
              59

            
	
              Section
                8.6                                Compliance
                With Laws and Approvals

            	
              60

            
	
              Section
                8.7                                Environmental
                Laws

            	
              60

            
	
              Section
                8.8                                Compliance
                with ERISA

            	
              60

            
	
              Section
                8.9                                Compliance
                With Agreements

            	
              60

            
	
              Section
                8.10                              Visits
                and Inspections

            	
              61

            
	
              Section
                8.11                              Additional
                Subsidiaries

            	
              61

            
	
              Section
                8.12                              Real
                Property Collateral

            	
              61

            
	
              Section
                8.13                              Use
                of Proceeds

            	
              61

            
	
              Section
                8.14                              Further
                Assurances

            	
              62

            
	
              ARTICLE
                IX FINANCIAL COVENANTS

            	
              62

            
	
              Section
                9.1                                Total
                Leverage Ratio

            	
              62

            
	
              Section
                9.2                                Fixed
                Charge Coverage Ratio

            	
              62

            
	
              ARTICLE
                X NEGATIVE COVENANTS

            	
              62

            
	
              Section
                10.1                              Limitations
                on Indebtedness

            	
              62

            
	
              Section
                10.2                              Limitations
                on Liens

            	
              63

            
	
              Section
                10.3                              Limitations
                on Loans, Advances, Investments and Acquisitions

            	
              64

            
	
              Section
                10.4                              Limitations
                on Mergers and Liquidation

            	
              66

            
	
              Section
                10.5                              Limitations
                on Sale of Assets

            	
              67

            
	
              Section
                10.6                              Limitations
                on Dividends and Distributions

            	
              67

            
	
              Section
                10.7                              Limitations
                on Exchange and Issuance of Capital Stock

            	
              67

            
	
              Section
                10.8                              Transactions
                with Affiliates

            	
              67

            
	
              Section
                10.9                              Certain
                Accounting Changes; Organizational Documents

            	
              68

            
	
              Section
                10.10                            Amendments;
                Payments and Prepayments of Subordinated Indebtedness

            	
              68

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Section
                10.11                            Restrictive
                Agreements

            	
              68

            
	
              Section
                10.12                            Nature
                of Business

            	
              68

            
	
              Section
                10.13                            Impairment
                of Security Interests

            	
              68

            
	
              Section
                10.14                            Amendments
                and Other Documents

            	
              68

            
	
              ARTICLE
                XI DEFAULT AND REMEDIES

            	
              69

            
	
              Section
                11.1                              Events
                of Default

            	
              69

            
	
              Section
                11.2                              Remedies

            	
              71

            
	
              Section
                11.3                              Rights
                and Remedies Cumulative; Non-Waiver; etc.

            	
              72

            
	
              Section
                11.4                              Crediting
                of Payments and Proceeds

            	
              72

            
	
              Section
                11.5                              Administrative
                Agent May File Proofs of Claim

            	
              73

            
	
              ARTICLE
                XII THE ADMINISTRATIVE AGENT

            	
              74

            
	
              Section
                12.1                              Appointment

            	
              74

            
	
              Section
                12.2                              Delegation
                of Duties

            	
              74

            
	
              Section
                12.3                              Exculpatory
                Provisions

            	
              74

            
	
              Section
                12.4                              Reliance
                by the Administrative Agent

            	
              75

            
	
              Section
                12.5                              Notice
                of Default

            	
              75

            
	
              Section
                12.6                              Non-Reliance
                on the Administrative Agent and Other Lenders

            	
              76

            
	
              Section
                12.7                              Indemnification

            	
              76

            
	
              Section
                12.8                              The
                Administrative Agent in Its Individual Capacity

            	
              77

            
	
              Section
                12.9                              Resignation
                of the Administrative Agent; Successor Administrative
                Agent

            	
              77

            
	
              Section
                12.10                            Collateral
                and Guaranty Matters

            	
              78

            
	
              Section
                12.11                            Other
                Agents, Arrangers and Managers

            	
              78

            
	
              ARTICLE
                XIII MISCELLANEOUS

            	
              79

            
	
              Section
                13.1                               Notices

            	
              79

            
	
              Section
                13.2                               Amendments,
                Waivers and Consents

            	
              81

            
	
              Section
                13.3                               Expenses;
                Indemnity

            	
              82

            
	
              Section
                13.4                               Right
                of Set-off

            	
              84

            
	
              Section
                13.5                               Governing
                Law, Jurisdiction, Etc

            	
              85

            
	
              Section
                13.6                               Waiver
                of Jury Trial

            	
              85

            
	
              Section
                13.7                               Reversal
                of Payments

            	
              86

            
	
              Section
                13.8                               Injunctive
                Relief

            	
              86

            
	
              Section
                13.9                               Accounting
                Matters

            	
              86

            
	
              Section
                13.10                             Successors
                and Assigns; Participations

            	
              86

            
	
              Section
                13.11                             Confidentiality

            	
              89

            
	
              Section
                13.12                             Performance
                of Duties

            	
              90

            
	
              Section
                13.13                             All
                Powers Coupled with Interest

            	
              90

            
	
              Section
                13.14                             Survival
                of Indemnities

            	
              90

            
	
              Section
                13.15                             Titles
                and Captions

            	
              90

            
	
              Section
                13.16                             Severability
                of Provisions

            	
              90

            
	
              Section
                13.17                             Counterparts;
                Integration; Effectiveness; Electronic Execution

            	
              91

            
	
              Section
                13.18                             Term
                of Agreement

            	
              91

            
	
              Section
                13.19                             USA
                Patriot Act

            	
              91

            
	
              Section
                13.20                             Advice
                of Counsel; No Strict Construction

            	
              92

            
	
              Section
                13.21                             Inconsistencies
                with Other Documents; Independent Effect of Covenants

            	
              92

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBITS

     

    
      	
              Exhibit
                A-1

            	
              -

            	
              Form
                of Revolving Credit Note

            
	
              Exhibit
                A-2

            	
              -

            	
              Form
                of Swingline Note

            
	
              Exhibit
                B

            	
              -

            	
              Form
                of Notice of Borrowing

            
	
              Exhibit
                C

            	
              -

            	
              Form
                of Notice of Account Designation

            
	
              Exhibit
                D

            	
              -

            	
              Form
                of Notice of Prepayment

            
	
              Exhibit
                E

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                F

            	
              -

            	
              Form
                of Officer’s Compliance Certificate

            
	
              Exhibit
                G

            	
              -

            	
              Form
                of Assignment and Assumption

            
	
              Exhibit
                H

            	
              -

            	
              Form
                of Guaranty Agreement

            
	
              Exhibit
                I

            	
              -

            	
              Form
                of Collateral Agreement

            


    

    


     

    SCHEDULES

     

    
      	
              Schedule
                1.1

            	
              -

            	
              Lenders
                and Commitments

            
	
              Schedule
                1.1(a)

            	
              -

            	
              Existing
                Letters of Credit

            
	
              Schedule
                6.1(a)

            	
              -

            	
              Jurisdictions
                of Organization and Qualification

            
	
              Schedule
                6.1(b)

            	
              -

            	
              Subsidiaries
                and Capitalization

            
	
              Schedule
                6.1(f)

            	
              -

            	
              Tax
                Audits

            
	
              Schedule
                6.1(i)

            	
              -

            	
              ERISA
                Plans

            
	
              Schedule
                6.1(l)

            	
              -

            	
              Material
                Contracts

            
	
              Schedule
                6.1(m)

            	
              -

            	
              Labor
                and Collective Bargaining Agreements

            
	
              Schedule
                6.1(t)

            	
              -

            	
              Indebtedness
                and Guaranty Obligations

            
	
              Schedule
                6.1(u)

            	
              -

            	
              Litigation

            
	
              Schedule
                10.2

            	
              -

            	
              Existing
                Liens

            
	
              Schedule
                10.3

            	
              -

            	
              Existing
                Loans, Advances and Investments

            
	
              Schedule
                10.8

            	
              -

            	
              Transactions
                with Affiliates

            


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CREDIT
      AGREEMENT, dated as of July 31, 2007, by and among LMI AEROSPACE, INC., a
      Missouri corporation (the “Borrower”), the lenders who are or may become
      a party to this Agreement (collectively, the “Lenders”) and WACHOVIA
      BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative
      Agent for the Lenders.

     

    STATEMENT
      OF PURPOSE

     

    The
      Borrower has requested, and the Lenders have agreed, to extend certain credit
      facilities to the Borrower on the terms and conditions of this
      Agreement.

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.1  Definitions.  The
      following terms when used in this Agreement shall have the meanings assigned
      to
      them below:

     

    “Acquisition”
      means the acquisition of all of the stock of D3 by the Borrower as contemplated
      under the terms of the Acquisition Agreement.

     

    “Acquisition
      Agreement” means that certain Stock Purchase Agreement (together with the
      exhibits and the disclosure schedules thereto) dated as of June 17, 2007 by
      and
      among John J. Bogan, Trustee of the John Bogan Separate Property Trust Dated
      October 5, 1999, William A. Huston, and the Borrower pursuant to which the
      Borrower shall purchase all of the outstanding Capital Stock of D3.

     

    “Act”
      means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
      26, 2001)), as amended.

     

    “Administrative
      Agent” means Wachovia in its capacity as Administrative Agent hereunder, and
      any successor thereto appointed pursuant to Section 12.9.

     

    “Administrative
      Agent’s Office” means the office of the Administrative Agent specified in or
      determined in accordance with the provisions of Section
      13.1(c).

     

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

     

    “Affiliate”
      means, with respect to any Person, any other Person (other than a Subsidiary
      of
      the Borrower) which directly or indirectly through one or more intermediaries,
      controls, or is controlled by, or is under common control with, such first
      Person or any of its Subsidiaries.  The term “control” means
      (a) the power to vote five percent (5%) or more of the securities or other
      equity interests of a Person having ordinary voting power, or (b) the
      possession, directly or indirectly, of any other power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract or otherwise.

     

    “Aggregate
      Commitment” means the aggregate amount of the Lenders’ Commitments
      hereunder, as such amount may be reduced or otherwise modified at any time
      or
      from time to time pursuant to the terms hereof.  On the Closing Date,
      the Aggregate Commitment shall be Eighty Million Dollars
      ($80,000,000).

     

    “Agreement”
      means this Credit Agreement, as amended, restated, supplemented or otherwise
      modified from time to time.

     

    “Applicable
      Law” means all applicable provisions of constitutions, laws, statutes,
      ordinances, rules, treaties, regulations, permits, licenses, approvals,
      interpretations and orders of courts or Governmental Authorities and all orders
      and decrees of all courts and arbitrators.

     

    “Applicable
      Margin” means the corresponding percentages per annum as set forth
      below:

     

    
      	
              Level

            	
              Total
                Leverage Ratio

            	
              LIBOR
                

              Interest
                

              Margin

            	
              Base
                Rate

              Interest

              Margin

            	
              Commitment

              Fee

            
	
              I

            	
              Less
                than 1.00 to 1.00

            	
              1.125%

            	
              0.125%

            	
              0.200%

            
	
              II

            	
              Greater
                than or equal to 1.00 to

              1.00
                but less than 1.50 to 1.00

            	
              1.375%

            	
              0.375%

            	
              0.250%

            
	
              III

            	
              Greater
                than or equal to 1.50 to

              1.00
                but less than 2.00 to 1.00

            	
              1.500%

            	
              0.500%

            	
              0.300%

            
	
              IV

            	
              Greater
                than or equal to 2.00 to

              1.00
                but less than 2.50 to 1.00

            	
              1.750%

            	
              0.750%

            	
              0.375%

            
	
              V

            	
              Greater
                than or equal to 2.50 to

              1.00

            	
              2.000%

            	
              1.000%

            	
              0.500%

            


    

     

    The
      Applicable Margin shall be determined and adjusted quarterly on the date (each
      a
“Calculation Date”) ten (10) Business Days after the date by which the
      Borrower is required to provide an Officer’s Compliance Certificate pursuant to
Section 7.2 for the most recently ended fiscal quarter of the Borrower;
provided, however, that (a) the Applicable Margin shall be based
      on the Pricing Level corresponding to the Total Leverage Ratio as of the Closing
      Date (after giving proforma effect to the Transactions) until the
      first Calculation Date following receipt of the Officer’s Compliance Certificate
      for the fiscal quarter ended December 31, 2007 and, thereafter, the Pricing
      Level shall be determined by reference to the Total Leverage
      Ratio as of the last day of the most recently ended fiscal
      quarter of the Borrower preceding the applicable Calculation Date, and (b)
      if
      the Borrower fails to provide the Officer’s Compliance Certificate as required
      by Section 7.2 for the most recently ended fiscal quarter of the Borrower
      preceding the applicable Calculation Date, the Applicable Margin from such
      Calculation Date shall be based on Pricing Level V until such time as an
      appropriate Officer’s Compliance Certificate is provided, at which time the
      Pricing Level shall be determined by reference to the Leverage Ratio as of
      the
      last day of the most recently ended fiscal quarter of the Borrower preceding
      such Calculation Date.  The Applicable Margin shall be effective from
      one Calculation Date until the next Calculation Date.  Any adjustment
      in the Applicable Margin shall be applicable to all Extensions of Credit then
      existing or subsequently made or issued.

     

    Notwithstanding
      the foregoing, in the event that any financial statement or Officer’s Compliance
      Certificate delivered pursuant to Section 7.2 is shown to be inaccurate
      (regardless of whether (A) this Agreement is in effect, (B) the Commitments
      are
      in effect, or (C) any Extension of Credit is outstanding when such inaccuracy
      is
      discovered or such financial statement or Officer’s Compliance Certificate was
      delivered), and such inaccuracy, if corrected, would have led to the application
      of a higher Applicable Margin for any period (an “Applicable Period”)
      than the Applicable Margin applied for such Applicable Period, and only in
      such
      case, then (1) the Borrower shall immediately deliver to the Administrative
      Agent a corrected Officer’s Compliance Certificate for such Applicable Period,
      (2) the Applicable Margin for such Applicable Period shall be determined as
      if
      the Total Leverage Ratio in the corrected Officer’s Compliance Certificate were
      applicable for such Applicable Period and (3) the Borrower shall immediately
      pay
      to the Administrative Agent the accrued additional interest owing as a result
      of
      such increased Applicable Margin for such Applicable Period, which payment
      shall
      be promptly applied by the Administrative Agent in accordance with Section
      4.4.  Nothing in this paragraph shall limit the rights of the
      Administrative Agent and Lenders with respect to Sections 4.1(c) and
11.2.

     

    “Approved
      Fund” means any Person (other than a natural Person), including, without
      limitation, any special purpose entity, that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business; provided,
      that such Approved Fund must be administered by (a) a Lender, (b) an Affiliate
      of a Lender or (c) an entity or an Affiliate of an entity that administers
      or
      manages a Lender.

     

    “Assignment
      and Assumption” means an assignment and assumption entered into by a Lender
      and an Eligible Assignee (with the consent of any party whose consent is
      required by Section 13.10), and accepted by the Administrative Agent, in
      substantially the form of Exhibit G or any other form
      approved by the Administrative Agent.

     

    “Attributable
      Indebtedness” means, on any date, (a) in respect of any Capital Lease of any
      Person, the capitalized amount thereof that would appear on a balance sheet
      of
      such Person prepared as of such date in accordance with GAAP, and (b) in respect
      of any Synthetic Lease, the capitalized amount or principal amount of the
      remaining lease payments under the relevant lease that would appear on a balance
      sheet of such Person prepared as of such date in accordance with GAAP if such
      lease were accounted for as a Capital Lease.

     

    “Bankruptcy
      Event of Default” means any Event of Default specified in Section
      11.1(j) or (k).

     

    “Base
      Rate” means, at any time, the higher of (a) the Prime Rate and (b) the
      Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall
      take effect simultaneously with the corresponding change or changes in the
      Prime
      Rate or the Federal Funds Rate.

     

    “Base
      Rate Loan” means any Loan bearing interest at a rate based upon the Base
      Rate as provided in Section 4.1(a).

     

     “Borrower”
      has the meaning assigned thereto in the introductory paragraph
      hereto.

     

    “Borrower
      Materials” has the meaning assigned thereto in Section
      7.4.

     

    “Business
      Day” means (a) for all purposes other than as set forth in clause (b) below,
      any day other than a Saturday, Sunday or legal holiday on which banks in
      Charlotte, North Carolina and New York, New York, are open for the conduct
      of
      their commercial banking business, and (b) with respect to all notices and
      determinations in connection with, and payments of principal and interest on,
      any LIBOR Rate Loan, any day that is a Business Day described in clause (a)
      and
      that is also a day for trading by and between banks in Dollar deposits in the
      London interbank market.

     

    “Calculation
      Date” has the meaning assigned thereto in the definition of Applicable
      Margin.

     

    “Capital
      Expenditures” means, with respect to the Borrower and its Subsidiaries for
      any period, the aggregate cost of all Capital Assets acquired by the Borrower
      and its Subsidiaries during such period, as determined in accordance with
      GAAP.

     

    “Capital
      Lease” means any lease of any property by the Borrower or any of its
      Subsidiaries, as lessee, that should, in accordance with GAAP, be classified
      and
      accounted for as a capital lease on a Consolidated balance sheet of the Borrower
      and its Subsidiaries.

     

    “Capital
      Stock” means (a) in the case of a corporation, capital stock, (b) in the
      case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of capital
      stock, (c) in the case of a partnership, partnership interests (whether general
      or limited), (d) in the case of a limited liability company, membership
      interests and (e) any other interest or participation that confers on a Person
      the right to receive a share of the profits and losses of, or distributions
      of
      assets of, the issuing Person.

     

    “Cash
      Equivalents” means, collectively, the items described in Section
      10.3(b)(i)-(iv).

     

    “Change
      in Control” means any event or series of events in which any person or group
      of persons (within the meaning of Section 13(d) of the Securities Exchange
      Act
      of 1934, as amended), obtain ownership or control in one or more series of
      transactions of more than thirty percent (30%) of the Capital Stock or thirty
      percent (30%) of the voting power of the Borrower entitled to vote in the
      election of members of the board of directors of the Borrower or there shall
      have occurred under any indenture or other instrument evidencing any
      Indebtedness in excess of $500,000 any “change in control” (as defined in such
      indenture or other evidence of Indebtedness) obligating the Borrower to
      repurchase, redeem or repay all or any part of the Indebtedness or Capital
      Stock
      provided for therein.

     

    “Change
      in Law” means the occurrence, after the date of this Agreement, of any of
      the following: (a) the adoption or taking effect of any law, rule, regulation
      or
      treaty, (b) any change in any law, rule, regulation or treaty or in the
      administration, interpretation or application thereof by any Governmental
      Authority or (c) the making or issuance of any request, guideline or directive
      (whether or not having the force of law) by any Governmental
      Authority.

     

    “Closing
      Date” means the date of this Agreement or such later Business Day upon which
      each condition described in Section 5.2 shall be satisfied or waived in
      all respects in a manner acceptable to the Administrative Agent, in its sole
      discretion.

     

     “Code”
      means the Internal Revenue Code of 1986, and the rules and regulations
      thereunder, each as amended or modified from time to time.

     

    “Collateral”
      means the collateral security for the Obligations pledged or granted pursuant
      to
      the Security Documents.

     

    “Collateral
      Agreement” means the collateral agreement of even date executed by the
      Credit Parties in favor of the Administrative Agent, for the benefit of itself
      and the other Secured Parties, substantially in the form of Exhibit
      I, as amended, restated, supplemented or otherwise modified from
      time to time.

     

    “Commitment”
      means, as to any Lender, the obligation of such Lender to make Loans (including,
      without limitation, to participate in Swingline Loans) and to and issue or
      participate in Letters of Credit issued for the account of the Borrower, in
      an
      aggregate principal or face amount at any time outstanding not to exceed the
      amount set forth opposite such Lender’s name on Schedule 1.1 hereto, as
      the same may be reduced or modified at any time or from time to time pursuant
      to
      the terms hereof.

     

    “Commitment
      Percentage” means, as to any Lender at any time, the ratio of (a) the amount
      of the Commitment of such Lender to (b) the Aggregate Commitment.

     

    “Consolidated”
      means, when used with reference to financial statements or financial statement
      items of the Borrower and its Subsidiaries, such statements or items on a
      consolidated basis in accordance with applicable principles of consolidation
      under GAAP.

     

    “Credit
      Facility” means, collectively, the Revolving Credit Facility, the Swingline
      Facility and the L/C Facility.

     

    “Credit
      Parties” means, collectively, the Borrower and the Guarantors.

     

    “D3”
      means D3 Technologies Inc., a California corporation.

     

    “Default”
      means any of the events specified in Section 11.1 which with the passage
      of time, the giving of notice or any other condition, would constitute an Event
      of Default.

     

    “Defaulting
      Lender” means any Lender that (a) has failed to fund any portion of the
      Revolving Credit Loans, participations in L/C Obligations or participations
      in
      Swingline Loans required to be funded by it hereunder within one Business Day
      of
      the date required to be funded by it hereunder, (b) has otherwise failed to
      pay
      over to the Administrative Agent or any other Lender any other amount required
      to be paid by it hereunder within one Business Day of the date when due, unless
      such amount is the subject of a good faith dispute, or (c) has been deemed
      insolvent or become the subject of a bankruptcy or insolvency
      proceeding.

     

    “Dollars”
      or “$” means, unless otherwise qualified, dollars in lawful currency of the
      United States.

     

    “Domestic
      Subsidiary” means any Subsidiary organized under the laws of any political
      subdivision of the United States.

     

    “EBITDA”
      means, for any period, the sum of the following determined on a Consolidated
      basis, without duplication, for the Borrower and its Subsidiaries in accordance
      with GAAP:  (a) Net Income for such period plus (b) the sum of
      the following to the extent deducted in determining Net Income for such period:
      (i) income and franchise taxes for such period, (ii) Interest Expense for such
      period, (iii) amortization and depreciation for such period, (iv) any
      extraordinary losses for such period and (v) bonus payments to employees of
      the
      Seller during such period in connection with the Acquisition (provided that
      the
      aggregate amount of such bonus payments shall not exceed $3,000,000) less
      (c) interest income and any extraordinary gains for such period.  For
      purposes of this Agreement, EBITDA shall be adjusted on a proforma
      basis, in a manner reasonably acceptable to the Administrative Agent, to
      include, as of the first day of any applicable period, any Permitted
      Acquisitions and any Asset Dispositions closed during such period, including,
      without limitation, adjustments reflecting any non-recurring costs and any
      extraordinary expenses of any Permitted Acquisitions and any Asset Dispositions
      closed during such period calculated on a basis consistent with GAAP and
      Regulation S-X of the Securities Exchange Act of 1934, as amended, or as
      approved by the Administrative Agent.

     

    “Eligible
      Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
      Fund, and (d) any other Person (other than a natural person) approved by (i)
      the
      Administrative Agent, (ii) the Swingline Lender and each Issuing Lender, and
      (iii) unless a Default or 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 or
      Subsidiaries.

     

    “Employee
      Benefit Plan” means any employee benefit plan within the meaning of Section
      3(3) of ERISA which (a) is maintained for employees of the Borrower or any
      ERISA
      Affiliate or (b) has at any time within the preceding six (6) years been
      maintained for the employees of the Borrower or any current or former ERISA
      Affiliate.

     

    “Employment
      Agreements” means, collectively, each employment agreement executed by and
      between a key employee and the Borrower as required under the terms of the
      Acquisition Agreement.

     

    “Environmental
      Claims” means any and all administrative, regulatory or judicial actions,
      suits, demands, demand letters, claims, liens, accusations, allegations, notices
      of noncompliance or violation, investigations (other than internal reports
      prepared by any Person in the ordinary course of business and not in response
      to
      any third party action or request of any kind) or proceedings relating in any
      way to any actual or alleged violation of or liability under any Environmental
      Law or relating to any permit issued, or any approval given, under any such
      Environmental Law, including, without limitation, any and all claims by
      Governmental Authorities for enforcement, cleanup, removal, response, remedial
      or other actions or damages, contribution, indemnification cost recovery,
      compensation or injunctive relief resulting from Hazardous Materials or arising
      from alleged injury or threat of injury to human health or the
      environment.

     

    “Environmental
      Laws” means any and all federal, foreign, state, provincial and local laws,
      statutes, ordinances, codes, rules, standards and regulations, permits,
      licenses, approvals, interpretations and orders of courts or Governmental
      Authorities, relating to the protection of human health or the environment,
      including, but not limited to, requirements pertaining to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transportation,
      handling, reporting, licensing, permitting, investigation or remediation of
      Hazardous Materials.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, and the rules and
      regulations thereunder, each as amended or modified from time to
      time.

     

    “ERISA
      Affiliate” means any Person who together with any Credit Party is treated as
      a single employer within the meaning of Section 414(b), (c), (m) or (o) of
      the
      Code or Section 4001(b) of ERISA.

     

    “Escrow
      Agreement” means the escrow agreement by and among the Borrower, the Sellers
      and the escrow agent under the terms of the Acquisition Agreement.

     

    “Eurodollar
      Reserve Percentage” means, for any day, the percentage (expressed as a
      decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%)
      which is in effect for such day as prescribed by the Board of Governors of
      the
      Federal Reserve system (or any successor) for determining the maximum reserve
      requirement (including, without limitation, any basic, supplemental or emergency
      reserves) in respect of eurocurrency liabilities or any similar category of
      liabilities for a member bank of the Federal Reserve System in New York
      City.

     

    “Event
      of Default” means any of the events specified in Section 11.1;
provided that any requirement for passage of time, giving of notice,
      or
      any other condition, has been satisfied.

     

    “Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender, any
      Issuing Lender or any other recipient of any payment to be made by or on account
      of any obligation of the Borrower hereunder, (a) taxes imposed on or measured
      by
      its overall net income (however denominated), and franchise taxes imposed on
      it
      (in lieu of net income taxes), by the jurisdiction (or any political subdivision
      thereof) 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 or any similar tax imposed by any other jurisdiction in which
      the Borrower is located and (c) in the case of a Foreign Lender (other than
      an
      assignee pursuant to a request by the Borrower under Section 4.12(b)),
      any withholding tax that is imposed on amounts payable to such Foreign Lender
      at
      the time such Foreign Lender becomes a party hereto (or designates a new lending
      office) or is attributable to such Foreign Lender’s failure or inability (other
      than as a result of a Change in Law) to comply with Section 4.11(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 4.11(a).

     

    “Existing
      Facilities” means, collectively, (a) that certain credit facility evidenced
      by the Amended and Restated Credit Agreement dated as of
      December 28, 2006 by and among Leonard’s Metal, Inc., LMI Finishing, Inc.,
      Tempco Engineering, Inc., Versaform Corporation, Precise Machine Partners,
      LLP
      and LMI-TCA, Inc., as borrowers, and Wells Fargo Bank, National Association,
      as
      lender, and (b) that certain credit facility evidenced by the Revolving Credit
      Agreement dated as of December 6, 2002 by and between D3, as borrower, and
      U.S.
      Bank, N.A., as lender.

     

    “Existing
      Letters of Credit” means those letters of credit existing on the Closing
      Date and identified on Schedule 1.1(a).

     

    “Extensions
      of Credit” means, as to any Lender at any time, (a) an amount equal to the
      sum of (i) the aggregate principal amount of all Revolving Credit Loans made
      by
      such Lender then outstanding, (ii) such Lender’s Commitment Percentage of the
      L/C Obligations then outstanding and (iii) such Lender’s Commitment Percentage
      of the Swingline Loans then outstanding, or (b) the making of any Loan or
      participation in any Letter of Credit by such Lender, as the context
      requires.

     

    “FDIC”
      means the Federal Deposit Insurance Corporation, or any successor
      thereto.

     

    “Federal
      Funds Rate” means, for any day, the rate per annum equal to the weighted
      average of the rates on overnight Federal funds transactions with members of
      the
      Federal Reserve System arranged by federal funds brokers on such day (or, if
      such day is not a Business Day, for the immediately preceding Business Day),
      as
      published by the Federal Reserve Bank of New York on the Business Day next
      succeeding such day, provided that if such rate is not so published for
      any day which is a Business Day, the average of the quotation for such day
      on
      such transactions received by the Administrative Agent from three (3) Federal
      Funds brokers of recognized standing selected by the Administrative
      Agent.

     

    “Fee
      Letter” means the separate fee letter agreement executed by the Borrower and
      the Administrative Agent and/or certain of its affiliates dated May 31,
      2007.

     

    “Fiscal
      Year” means the fiscal year of the Borrower and its Subsidiaries ending on
      December 31.

     

    “Fixed
      Charges” means, for any period, the sum of the following determined on a
      Consolidated basis for such period, without duplication, for the Borrower and
      its Subsidiaries in accordance with GAAP: (a) Interest Expense paid or payable
      in cash during such period, (b) scheduled principal payments with respect to
      Indebtedness during such period, (c) taxes paid or payable in cash during such
      period and (d) cash dividends and distributions paid in respect of the ownership
      of the Capital Stock of the Borrower or any of its Subsidiaries.

     

    “Fixed
      Charge Coverage Ratio” means, with respect to the Borrower and its
      Subsidiaries as of any date of determination, the ratio of (a) EBITDA
minus Capital Expenditures to (b) Fixed Charges, in each case determined
      for the Borrower and its Subsidiaries, on a Consolidated basis, for the period
      of four (4) consecutive fiscal quarters ending on or immediately prior to such
      date.

     

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

     

    “Foreign
      Subsidiary” means any Subsidiary that is not a Domestic
      Subsidiary.

     

    “GAAP”
      means generally accepted accounting principles, as recognized by the American
      Institute of Certified Public Accountants and the Financial Accounting Standards
      Board, consistently applied and maintained on a consistent basis for the
      Borrower and its Subsidiaries throughout the period indicated and (subject
      to
Section 13.9) consistent with the prior financial practice of the
      Borrower and its Subsidiaries.

     

    “Government
      Contract” has the meaning set forth in the Collateral
      Agreement.

     

    “Governmental
      Approvals” means all authorizations, consents, approvals, permits, licenses
      and exemptions of, registrations and filings with, and reports to, all
      Governmental Authorities.

     

    “Governmental
      Authority” means the government of the United States or any other nation, or
      of any political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).

     

    “Guarantors”
      means each Subsidiary of the Borrower in existence on the Closing Date
      or  which becomes a party to a Guaranty Agreement pursuant to
Section 8.11.

     

    “Guaranty
      Agreement” means the unconditional guaranty agreement of even date herewith
      executed by the Guarantors in favor of the Administrative Agent, for the ratable
      benefit of itself and the other Secured Parties, substantially in the form
      of
Exhibit H, as amended, restated, supplemented or
      otherwise modified from time to time.

     

    “Guaranty
      Obligation” means, with respect to the Borrower and its Subsidiaries,
      without duplication, any obligation, contingent or otherwise, of any such Person
      pursuant to which such Person has directly or indirectly guaranteed any
      Indebtedness or other obligation of any other Person and, without limiting
      the
      generality of the foregoing, any obligation, direct or indirect, contingent
      or
      otherwise, of any such Person (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      (whether arising by virtue of partnership arrangements, by agreement to keep
      well, to purchase assets, goods, securities or services, to take-or-pay, or
      to
      maintain financial statement condition or otherwise) or (b) entered into
      for the purpose of assuring in any other manner the obligee of such Indebtedness
      or other obligation of the payment thereof or to protect such obligee against
      loss in respect thereof (in whole or in part); provided, that the term
      Guaranty Obligation shall not include endorsements for collection or deposit
      in
      the ordinary course of business.

     

    “Hazardous
      Materials” means any substances or materials (a) which are or become defined
      as hazardous wastes, hazardous substances, pollutants, contaminants, chemical
      substances or mixtures or toxic substances under any Environmental Law,
      (b) which are toxic, explosive, corrosive, flammable, infectious,
      radioactive, carcinogenic, mutagenic or otherwise harmful to human health or
      the
      environment and are or become regulated by any Governmental Authority,
      (c) the presence of which require investigation or remediation under any
      Environmental Law or common law, (d) the discharge or emission or release of
      which requires a permit or license under any Environmental Law or other
      Governmental Approval, (e) which are deemed to constitute a nuisance or a
      trespass which pose a health or safety hazard to Persons or neighboring
      properties, (f) which consist of underground or aboveground storage tanks,
      whether empty, filled or partially filled with any substance, or (g) which
      contain, without limitation, asbestos, polychlorinated biphenyls, urea
      formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
      substances or waste, crude oil, nuclear fuel, natural gas or synthetic
      gas.

     

    “Hedging
      Agreement” means any agreement with respect to any Interest Rate Contract,
      forward rate agreement, commodity swap, forward foreign exchange agreement,
      currency swap agreement, cross-currency rate swap agreement, currency option
      agreement or other agreement or arrangement designed to alter the risks of
      any
      Person arising from fluctuations in interest rates, currency values or commodity
      prices, all as amended, restated, supplemented or otherwise modified from time
      to time.

     

    “Hedging
      Obligations” means all existing or future payment and other obligations
      owing by the Borrower under any Hedging Agreement (which such Hedging Agreement
      is permitted hereunder) with any Person that is a Lender or an Affiliate of
      a
      Lender at the time such Hedging Agreement is executed.

     

    “Indebtedness”
      means, with respect to the Borrower and its Subsidiaries at any date and without
      duplication, the sum of the following:

     

    (a)           all
      liabilities, obligations and indebtedness for borrowed money including, but
      not
      limited to, obligations evidenced by bonds, debentures, notes or other similar
      instruments of any such Person;

     

    (b)           all
      obligations to pay the deferred purchase price of property or services of any
      such Person (including, without limitation, all obligations under
      non-competition, earn-out or similar agreements), except trade payables arising
      in the ordinary course of business not more than ninety (90) days past
      due;

     

    (c)           the
      Attributable Indebtedness of such Person with respect to such Person’s
      obligations in respect of Capital Leases and Synthetic Leases (regardless of
      whether accounted for as indebtedness under GAAP);

     

    (d)           all
      Indebtedness of any other Person secured by a Lien on any asset owned or being
      purchased by such Person (including indebtedness arising under conditional
      sales
      or other title retention agreements), whether or not such indebtedness shall
      have been assumed by such Person or is limited in recourse;

     

    (e)           all
      Guaranty Obligations of any such Person;

     

    (f)           all
      obligations, contingent or otherwise, of any such Person relative to the face
      amount of letters of credit, whether or not drawn, including, without
      limitation, any Reimbursement Obligation, and banker’s acceptances issued for
      the account of any such Person;

     

    (g)           all
      obligations of any such Person to redeem, repurchase, exchange, defease or
      otherwise make payments in respect of Capital Stock of such Person;
      and

     

    (h)           all
      net obligations incurred by any such Person pursuant to Hedging
      Agreements.

     

    For
      all
      purposes hereof, the Indebtedness of any Person shall include the Indebtedness
      of any partnership or joint venture (other than a joint venture that is itself
      a
      corporation or limited liability company) in which such Person is a general
      partner or a joint venturer, unless such Indebtedness is expressly made
      non-recourse to such Person.  The amount of any net obligation of any
      Person under any Hedging Agreement on any date shall be deemed to be the
      Termination Value thereof as of such date.

     

    “Indemnified
      Taxes” means Taxes and Other Taxes other than Excluded Taxes.

     

    “Interest
      Expense” means, with respect to the Borrower and its Subsidiaries for any
      period, the gross interest expense (including, without limitation, interest
      expense attributable to Capital Leases, Synthetic Leases and all net payment
      obligations pursuant to Hedging Agreements) of the Borrower and its
      Subsidiaries, all determined for such period on a Consolidated basis, without
      duplication, in accordance with GAAP.

     

    “Interest
      Period” has the meaning assigned thereto in Section
      4.1(b).

     

    “Interest
      Rate Contract” means any interest rate swap agreement, interest rate cap
      agreement, interest rate floor agreement, interest rate collar agreement,
      interest rate option or any other agreement regarding the hedging of interest
      rate risk exposure executed in connection with hedging the interest rate
      exposure of any Person and any confirming letter executed pursuant to such
      agreement, all as amended, restated, supplemented or otherwise modified from
      time to time.

     

    “ISP98”
      means the International Standby Practices (1998 Revision, effective January
      1,
      1999), International Chamber of Commerce Publication No. 590.

     

    “Issuing
      Lender” means Wachovia, in its capacity as issuer of any Letter of Credit,
      or any successor thereto and any other Lender designated by the Borrower as
      an
      Issuing Lender (with reasonable prior notice to the Administrative Agent of
      such
      designation) and acceptable to the Administrative Agent.

     

    “L/C
      Commitment” means the lesser of (a) Ten Million Dollars ($10,000,000) and
      (b) the Aggregate Commitment.

     

    “L/C
      Facility” means the letter of credit facility established pursuant to
Article III.

     

    “L/C
      Obligations” means at any time, an amount equal to the sum of (a) the
      aggregate undrawn and unexpired amount of the then outstanding Letters of Credit
      and (b) the aggregate amount of drawings under Letters of Credit which have
      not
      then been reimbursed pursuant to Section 3.5.

     

    “L/C
      Participants” means the collective reference to all the Lenders other than
      the applicable Issuing Lender.

     

    “Lender”
      means each Person executing this Agreement as a Lender (including, without
      limitation, each Issuing Lender and the Swingline Lender unless the context
      otherwise requires) set forth on the signature pages hereto and each Person
      that
      hereafter becomes a party to this Agreement as a Lender pursuant to Section
      13.10.

     

    “Lending
      Office” means, with respect to any Lender, the office of such Lender
      maintaining such Lender’s Extensions of Credit.

     

    “Letter
      of Credit Application” means an application, in the form specified by the
      applicable Issuing Lender from time to time, requesting the applicable Issuing
      Lender to issue a Letter of Credit.

     

    “Letters
      of Credit” has the meaning assigned thereto in Section
      3.1.

     

    “LIBOR”
      means the rate of interest per annum determined on the basis of the rate for
      deposits in Dollars in minimum amounts of at least $5,000,000 for a period
      equal
      to the applicable Interest Period which appears on the Reuters Screen LIBOR01
      Page at approximately 11:00 a.m. (London time) two (2) Business Days prior
      to
      the first day of the applicable Interest Period (rounded upward, if necessary,
      to the nearest 1/100th of 1%).  If, for any reason, such rate does not
      appear on Telerate Page 3750, then “LIBOR” shall be determined by the
      Administrative Agent to be the arithmetic average of the rate per annum at
      which
      deposits in Dollars in minimum amounts of at least $5,000,000 would be offered
      by first class banks in the London interbank market to the Administrative Agent
      at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
      first day of the applicable Interest Period for a period equal to such Interest
      Period.  Each calculation by the Administrative Agent of LIBOR shall
      be conclusive and binding for all purposes, absent manifest error.

     

    “LIBOR
      Rate” means a rate per annum (rounded upwards, if necessary, to the next
      higher 1/100th of 1%) determined by the Administrative Agent pursuant to the
      following formula:

     

    


    
      	
              LIBOR
                Rate =

            	
              LIBOR

            
	 	
              1.00-Eurodollar
                Reserve Percentage

            


    

     

    “LIBOR
      Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR
      Rate as provided in Section 4.1(a).

     

    “Lien”
      means, with respect to any asset, any mortgage, leasehold mortgage, lien,
      pledge, charge, security interest, hypothecation or encumbrance of any kind
      in
      respect of such asset.  For the purposes of this Agreement, a Person
      shall be deemed to own subject to a Lien any asset which it has acquired or
      holds subject to the interest of a vendor or lessor under any conditional sale
      agreement, Capital Lease or other title retention agreement relating to such
      asset.

     

    “Loan
      Documents” means, collectively, this Agreement, each Note, the Letter of
      Credit Applications, the Guaranty Agreement, the Security Documents and each
      other document, instrument, certificate and agreement executed and delivered
      by
      the Borrower or any Subsidiary thereof in connection with this Agreement or
      otherwise referred to herein or contemplated hereby (excluding any Hedging
      Agreement), all as may be amended, restated, supplemented or otherwise modified
      from time to time.

     

    “Loans”
      means the collective reference to the Revolving Credit Loans and the Swingline
      Loans and “Loan” means any of such Loans.

     

    “Material
      Adverse Effect” means, with respect to the Borrower or any of its
      Subsidiaries, a material adverse effect on (a) the properties, business,
      prospects, operations or condition (financial or otherwise) of the Borrower
      and
      its Subsidiaries taken as a whole, (b) the ability of any such Person to perform
      its obligations under the Loan Documents to which it is a party or (c) the
      legality, validity, binding effect or enforceability of the  Loan
      Documents or the rights and remedies available to the Administrative Agent
      and
      the Lenders, in each case, taken as a whole.

     

    “Material
      Contract” means (a) any contract or other agreement, written or oral, of the
      Borrower or any of its Subsidiaries involving monetary liability of or to any
      such Person in an amount in excess of $1,000,000 per annum, or (b) any
      other contract or agreement, written or oral, of the Borrower or any of its
      Subsidiaries the failure to comply with which could reasonably be expected
      to
      have a Material Adverse Effect.

     

    “Material
      Government Contract” has the meaning set forth in the Collateral
      Agreement.

     

    “Maturity
      Date” means the earliest to occur of (a) July 31, 2012, (b) the date of
      termination by the Borrower pursuant to Section 2.5, or (c) the date of
      termination by the Administrative Agent on behalf of the Lenders pursuant to
      Section 11.2(a).

     

    “Mortgages”
      means the collective reference to each mortgage, deed of trust or other real
      property security document, encumbering all real property now or hereafter
      owned
      by any Credit Party or any Subsidiary thereof, in each case, in form and
      substance reasonably satisfactory to the Administrative Agent and executed
      by
      any Credit Party or any Subsidiary thereof in favor of the Administrative Agent,
      for the ratable benefit of itself and the other Secured Parties, as any such
      document may be amended, restated, supplemented or otherwise modified from
      time
      to time.

     

    “Multiemployer
      Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA
      to which the Borrower or any ERISA Affiliate is making, or is accruing an
      obligation to make, or has accrued an obligation to make contributions within
      the preceding six (6) years.

     

    “Net
      Income” means, with respect to the Borrower and its Subsidiaries for any
      period of determination, the net income (or loss) of the Borrower and its
      Subsidiaries for such period, determined on a Consolidated basis in accordance
      with GAAP; provided that there shall be excluded from Net Income (a) the
      net income (or loss) of any Person (other than a Subsidiary which shall be
      subject to clause (c) below), in which the Borrower or any of its Subsidiaries
      has a joint interest with a third party, except to the extent such net income
      is
      actually paid to the Borrower or any of its Subsidiaries by dividend or other
      distribution during such period, (b) the net income (or loss) of any Person
      accrued prior to the date it becomes a Subsidiary of such Person or is merged
      into or consolidated with such Person or any of its Subsidiaries or that
      Person’s assets are acquired by such Person or any of its Subsidiaries except to
      the extent included pursuant to the foregoing clause (a), and (c) the net income
      (if positive) of any Subsidiary to the extent that the declaration or payment
      of
      dividends or similar distributions by such Subsidiary to the Borrower or any
      of
      its Subsidiaries of such net income (i) is not at the time permitted by
      operation of the terms of its charter or any agreement, instrument, judgment,
      decree, order, statute rule or governmental regulation applicable to such
      Subsidiary or (ii) would be subject to any taxes payable on such dividends
      or
      distributions.

     

    “Notes”
      means the collective reference to the Revolving Credit Notes and the Swingline
      Note.

     

    “Notice
      of Account Designation” has the meaning assigned thereto in Section
      2.3(b).

     

    “Notice
      of Borrowing” has the meaning assigned thereto in Section
      2.3(a).

     

    “Notice
      of Conversion/Continuation” has the meaning assigned thereto in Section
      4.2.

     

    “Notice
      of Prepayment” has the meaning assigned thereto in Section
      2.4(c).

     

    “Obligations”
      means, in each case, whether now in existence or hereafter arising: (a) the
      principal of and interest on (including interest accruing after the filing
      of
      any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c)
      all
      Specified Obligations and (d) all other fees and commissions (including
      attorneys’ fees), charges, indebtedness, loans, liabilities, financial
      accommodations, obligations, covenants and duties owing by the Borrower or
      any
      of its Subsidiaries to the Lenders or the Administrative Agent, in each case
      under any Loan Document or otherwise, with respect to any Loan or Letter of
      Credit of every kind, nature and description, direct or indirect, absolute
      or
      contingent, due or to become due, contractual or tortious, liquidated or
      unliquidated, and whether or not evidenced by any note; provided
      that (a) Specified Obligations, as applicable, shall be secured and guaranteed
      pursuant to the Security Documents only to the extent that, and for so long
      as,
      the other Obligations are so secured and guaranteed and (b) any release of
      Collateral or Guarantors effected in the manner permitted by this Agreement
      shall not require the consent of holders of Specified Obligations.

     

    “OFAC”
      means the U.S. Department of the Treasury’s Office of Foreign Assets
      Control.

     

    “Officer’s
      Compliance Certificate” means a certificate of the chief financial officer
      or the treasurer of the Borrower substantially in the form of
Exhibit F.

     

    “Operating
      Lease” means, as to any Person as determined in accordance with GAAP, any
      lease of property (whether real, personal or mixed) by such Person as lessee
      which is not a Capital Lease.

     

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

     

    “Participant”
      has the meaning assigned thereto in Section 13.10(d).

     

    “Patent
      Security Agreement” means that certain Patent Security Agreement dated as of
      the Closing Date by and among Versaform Corp. and the Administrative
      Agent.

     

    “Payment
      Event of Default” means any Event of Default specified in Section
      11.1(a) or (b).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation or any successor
      agency.

     

    “Pension
      Plan” means any Employee Benefit Plan, other than a Multiemployer Plan,
      which is subject to the provisions of Title IV of ERISA or Section 412 of the
      Code and which (a) is maintained for the employees of the Borrower or any ERISA
      Affiliates or (b) has at any time within the preceding six (6) years been
      maintained for the employees of the Borrower or any of its current or former
      ERISA Affiliates.

     

    “Permitted
      Acquisitions” means the acquisitions permitted pursuant to Section
      10.3(c).

     

    “Permitted
      Liens” means the Liens permitted pursuant to Section
      10.2.

     

    “Person”
      means any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, governmental authority or other
      entity.

     

    “Platform”
      has the meaning assigned thereto in Section 7.4.

     

    “Post-Closing
      Deadline” means September 30, 2007, as such date may be extended at the sole
      discretion of the Administrative Agent.

     

    “Prime
      Rate” means, at any time, the rate of interest per annum publicly announced
      from time to time by Wachovia as its prime rate.  Each change in the
      Prime Rate shall be effective as of the opening of business on the day such
      change in such prime rate occurs.  The parties hereto acknowledge that
      the rate announced publicly by Wachovia as its prime rate is an index or base
      rate and shall not necessarily be its lowest or best rate charged to its
      customers or other banks.

     

    “Private
      Information” has the meaning assigned thereto in Section
      7.4.

     

    “Public
      Information” has the meaning assigned thereto in Section
      7.4.

     

    “Register”
      has the meaning assigned thereto in Section 13.10(c).

     

    “Reimbursement
      Obligation” means the obligation of the Borrower to reimburse the applicable
      Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of
      Credit.

     

    “Related
      Documents” mean the Acquisition Agreement, the Employment Agreements, the
      Seller Noncompetition Agreements and the Escrow
      Agreement.

     

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

     

    “Required
      Lenders” means, at any date, any combination of Lenders whose Commitments
      aggregate more than fifty percent (50%) of the Aggregate Commitment or, if
      the
      Credit Facility has been terminated pursuant to Section 11.2, any
      combination of Lenders holding more than fifty percent (50%) of the aggregate
      Extensions of Credit; provided that the Commitment of, and the portion of
      the Extensions of Credit, as applicable, held or deemed held by, any Defaulting
      Lender shall be excluded for purposes of making a determination of Required
      Lenders.

     

    “Responsible
      Officer” means the chief executive officer, president, chief financial
      officer, controller, treasurer or assistant treasurer or senior manager of
      financial reporting of a Credit Party or any other officer of a Credit Party
      reasonably acceptable to the Administrative Agent.  Any document
      delivered hereunder that is signed by a Responsible Officer of a Credit Party
      shall be conclusively presumed to have been authorized by all necessary
      corporate, partnership and/or other action on the part of such Credit Party
      and
      such Responsible Officer shall be conclusively presumed to have acted on behalf
      of such Credit Party.

     

    “Revolving
      Credit Facility” means the revolving credit facility established pursuant to
Article II.

     

    “Revolving
      Credit Loans” means any revolving loan made to the Borrower pursuant to
Section 2.1, and all such revolving loans collectively as the context
      requires.

     

    “Revolving
      Credit Note” means a promissory note made by the Borrower in favor of a
      Lender evidencing the Revolving Credit Loans made by such Lender, substantially
      in the form of Exhibit A-1 hereto, and any amendments,
      supplements and modifications thereto, any substitutes therefor, and any
      replacements, restatements, renewals or extension thereof, in whole or in
      part.

     

    “Sanctioned
      Entity” shall mean (a) an agency of the government of, (b) an organization
      directly or indirectly controlled by, or (c) a person resident in a country
      that
      is subject to a sanctions program identified on the list maintained by OFAC
      and
      available at http://www.treas.gov/offices/enforcement/ofac/programs, or
      as otherwise published from time to time as such program may be applicable
      to
      such agency, organization or person.

     

    “Sanctioned
      Person” shall mean a person named on the list of Specially Designated
      Nationals or Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/

     

    enforcement/ofac/sdn/index.html,
      or as otherwise published from time to time.

     

    “Secured
      Parties” means the Administrative Agent, the Lenders, any party to a
      Specified Hedge Agreement that was a Lender or an Affiliate of a Lender at
      the
      time such Specified Hedge Agreement was executed, any party to a Specified
      Cash
      Management Arrangement that was a Lender or an Affiliate of a Lender at the
      time
      such Specified Cash Management Arrangement was executed, any other holder from
      time to time of any of the Obligations and, in each case, their respective
      successors and permitted assigns.

     

    “Security
      Documents” means the collective reference to the Collateral Agreement, the
      Mortgages, the Patent Security Agreement, the Trademark Security
      Agreement and each other agreement or writing pursuant to
      which any Credit Party purports to pledge or grant a security interest in any
      property or assets securing the Obligations or any such Person purports to
      guaranty the payment and/or performance of the Obligations, in each case, as
      amended, restated, supplemented or otherwise modified from time to
      time.

     

    “Seller
      Noncompetition Agreements” means, collectively, each noncompetition
      agreement executed by a Seller in favor of the Borrower under the terms of
      the
      Acquisition Agreement.

     

    “Sellers”
      mean, collectively, John J. Bogan, Trustee of the John Bogan Separate Property
      Trust Dated October 5, 1999, and William A. Huston.

     

    “Solvent”
      means, as to the Borrower and its Subsidiaries on a particular date, that any
      such Person (a) has capital sufficient to carry on its business and transactions
      and all business and transactions in which it is about to engage and is able
      to
      pay its debts as they mature, (b) has assets having a value, both at fair
      valuation and at present fair saleable value, greater than the amount required
      to pay its probable liabilities (including contingencies), and (c) does not
      believe that it will incur debts or liabilities beyond its ability to pay such
      debts or liabilities as they mature.

     

    “Specified
      Cash Management Arrangement” means any cash management arrangement (a)
      entered into by (i) any Credit Party or any Subsidiary thereof and (ii) any
      Lender or any Affiliate thereof at the time such cash management arrangement
      was
      entered into, as counterparty, and (b) which has been designated by such Lender
      or such Affiliate and the Borrower, by notice to the Administrative Agent not
      later than thirty (30) days after the execution and delivery by such Credit
      Party or such Subsidiary thereof, as a Specified Cash Management
      Arrangement.  The designation of any cash management arrangement as a
      Specified Cash Management Arrangement shall not create in favor of the Lender
      or
      Affiliate thereof that is a party thereto any rights in connection with the
      management or release of any Collateral or of the obligations of any Credit
      Party under the Collateral Agreement or any Guaranty Agreement.

     

    “Specified
      Cash Management Obligations” means all existing or future payment and other
      obligations owing by any Credit Party or any Subsidiary thereof under any
      Specified Cash Management Arrangement.

     

    “Specified
      Hedge Agreement” means any Hedge Agreement (a) entered into by (i) any
      Credit Party or any Subsidiary thereof and (ii) any Lender or any Affiliate
      thereof at the time such Hedge Agreement was entered into, as counterparty
      and
      (b) that has been designated by such Lender and the Borrower, by notice to
      the
      Administrative Agent not later than thirty (30) days after the execution and
      delivery by such Credit Party or such Subsidiary thereof, as a Specified Hedge
      Agreement.  The designation of any Hedge Agreement as a Specified
      Hedge Agreement shall not create in favor of the Lender or Affiliate thereof
      that is a party thereto any rights in connection with the management or release
      of any Collateral or of the obligations of any Credit Party under the Collateral
      Agreement or any Guaranty Agreement.

     

    “Specified
      Hedge Obligations” means all existing or future payment and other
      obligations owing by any Credit Party or any Subsidiary thereof under any
      Specified Hedge Agreement.

     

    “Specified
      Obligations” means, collectively, (a) all Specified Hedge Obligations and
      (b) all Specified Cash Management Obligations.

     

    “Subordinated
      Indebtedness” means the collective reference to any Indebtedness of the
      Borrower or any Subsidiary subordinated in right and time of payment to the
      Obligations and containing such other terms and conditions, in each case as
      are
      satisfactory to the Administrative Agent.

     

    “Subsidiary”
      means as to any Person, any corporation, partnership, limited liability company
      or other entity of which more than fifty percent (50%) of the outstanding
      Capital Stock having ordinary voting power to elect a majority of the board
      of
      directors or other managers of such corporation, partnership, limited liability
      company or other entity is at the time owned by or the management is otherwise
      controlled by such Person (irrespective of whether, at the time, Capital Stock
      of any other class or classes of such corporation, partnership, limited
      liability company or other entity shall have or might have voting power by
      reason of the happening of any contingency).  Unless otherwise
      qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to
      those of the Borrower.

     

    “Swingline
      Commitment” means the lesser of (a) Ten Million Dollars
      ($10,000,000) and (b) the Aggregate
      Commitment.

     

    “Swingline
      Facility” means the swingline facility established pursuant to Section
      2.2.

     

    “Swingline
      Lender” means Wachovia in its capacity as swingline lender
      hereunder.

     

    “Swingline
      Loan” means any swingline loan made by the Swingline Lender to the Borrower
      pursuant to Section 2.2, and all such swingline loans collectively as the
      context requires.

     

    “Swingline
      Note” means a promissory note made by the Borrower in favor of the Swingline
      Lender evidencing the Swingline Loans made by the Swingline Lender,
      substantially in the form of Exhibit A-2 hereto, and
      any amendments, supplements and modifications thereto, any substitutes therefor,
      and any replacements, restatements, renewals or extension thereof, in whole
      or
      in part

     

    “Swingline
      Termination Date” means the first to occur of (a) the resignation of
      Wachovia as Administrative Agent in accordance with Section 12.9 and (b)
      the Maturity Date.

     

    “Synthetic
      Lease” means any synthetic lease, tax retention operating lease, off-balance
      sheet loan or similar off-balance sheet financing product where such transaction
      is considered borrowed money indebtedness for tax purposes but is classified
      as
      an Operating Lease in accordance with GAAP.

     

    “Taxes”
      means all present or future taxes, levies, imposts, duties, deductions,
      withholdings, assessments, fees or other charges imposed by any Governmental
      Authority, including any interest, additions to tax or penalties applicable
      thereto.

     

    “Termination
      Event” means except for any such event or condition that could not
      reasonably be expected to have a Material Adverse Effect: (a) a “Reportable
      Event” described in Section 4043 of ERISA for which the notice requirement has
      not been waived by the PBGC, or (b) the withdrawal of the Borrower or any
      ERISA Affiliate from a Pension Plan during a plan year in which it was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the
      termination of a Pension Plan, the filing of a notice of intent to terminate
      a
      Pension Plan or the treatment of a Pension Plan amendment as a termination,
      under Section 4041 of ERISA, if the plan assets are not sufficient to pay all
      plan liabilities, or (d) the institution of proceedings to terminate, or the
      appointment of a trustee with respect to, any Pension Plan by the PBGC, or
      (e)
      any other event or condition which would constitute grounds under Section
      4042(a) of ERISA for the termination of, or the appointment of a trustee to
      administer, any Pension Plan, or (f) the imposition of a Lien pursuant to
      Section 412 of the Code or Section 302 of ERISA, or (g) the partial or
      complete withdrawal of the Borrower of any ERISA Affiliate from a Multiemployer
      Plan if withdrawal liability is asserted by such plan, or (h) any event or
      condition which results in the reorganization or insolvency of a Multiemployer
      Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which
      results in the termination of a Multiemployer Plan under Section 4041A of ERISA
      or the institution by PBGC of proceedings to terminate a Multiemployer Plan
      under Section 4042 of ERISA.

     

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

     

    “Total
      Indebtedness” means, as of any date of determination with respect to the
      Borrower and its Subsidiaries on a Consolidated basis without duplication,
      the
      sum of all Indebtedness of the Borrower and its Subsidiaries.

     

    “Total
      Leverage Ratio” means, with respect to the Borrower and its Subsidiaries as
      of any date of determination, the ratio of (a) Total Indebtedness as of such
      date to (b) EBITDA for the period of four (4) consecutive fiscal quarters ending
      on or immediately prior to such date.

     

    “Trademark
      Security Agreement” means that certain Trademark Security Agreement dated as
      of the Closing Date by and between LMI-TCA, Inc. and the Administrative
      Agent.

     

    “Transactions”
      means collectively, (a) the consummation of the Acquisition, (b) the entering
      into by the Credit Parties and their applicable Subsidiaries of the Loan
      Documents and the Related Documents to which they are or are intended to be
      a
      party, (c) the refinancing of certain outstanding Indebtedness of the Borrower
      and its Subsidiaries evidenced by the Existing Facilities and the termination
      of
      all commitments with respect thereto and (d) the payment of the fees and
      expenses incurred in connection with the consummation of the
      foregoing.

     

    “Uniform
      Customs” means the Uniform Customs and Practice for Documentary Credits
      (1993 Revision), effective January, 1994 International Chamber of Commerce
      Publication No. 500.

     

    “UCC”
      means the Uniform Commercial Code as in effect in the State of New York or
      appropriate governing state, as amended or modified from time to
      time.

     

    “United
      States” means the United States of America.

     

    “Wachovia”
      means Wachovia Bank, National Association, a national banking association,
      and
      its successors.

     

    “Wholly-Owned”
      means, with respect to a Subsidiary, that all of the shares of Capital Stock
      of
      such Subsidiary are, directly or indirectly, owned or controlled by the Borrower
      and/or one or more of its Wholly-Owned Subsidiaries (except for directors’
qualifying shares or other shares required by Applicable Law to be owned by
      a
      Person other than the Borrower).

     

    Section
      1.2  Other
      Definitions and Provisions.  With
      reference to this Agreement and each other Loan Document, unless otherwise
      specified herein or in such other Loan Document:  (a) the definitions
      of terms herein shall apply equally to the singular and plural forms of the
      terms defined, (b) whenever the context may require, any pronoun shall include
      the corresponding masculine, feminine and neuter forms, (c) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
      limitation”, (d) the word “will” shall be construed to have the same meaning and
      effect as the word “shall”, (e) any definition of or reference to any agreement,
      instrument or other document herein shall be construed as referring to such
      agreement, instrument or other document as from time to time amended,
      supplemented or otherwise modified (subject to any restrictions on such
      amendments, supplements or modifications set forth herein), (f) any reference
      herein to any Person shall be construed to include such Person’s successors and
      assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of similar
      import, shall be construed to refer to this Agreement in its entirety and not
      to
      any particular provision hereof, (h) all references herein to Articles,
      Sections, Exhibits and Schedules shall be construed to refer to Articles and
      Sections of, and Exhibits and Schedules to, this Agreement, (i) the words
“asset” and “property” shall be construed to have 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, (j) the term
“documents” includes any and all instruments, documents, agreements,
      certificates, notices, reports, financial statements and other writings, however
      evidenced, whether in physical or electronic form, (k) in the computation of
      periods of time from a specified date to a later specified date, the word “from”
means “from and including;” the words “to” and “until” each mean “to but
      excluding;” and the word “through” means “to and including”, and (l) Section
      headings herein and in the other Loan Documents are included for convenience
      of
      reference only and shall not affect the interpretation of this Agreement or
      any
      other Loan Document.

     

    Section
      1.3  Accounting
      Terms.  All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP applied on a consistent
      basis, as in effect from time to time, applied in a manner consistent with
      that
      used in preparing the audited financial statements required by Section
      7.1(b), except as otherwise specifically prescribed
      herein.

     

    Section
      1.4  UCC
      Terms.  Terms
      defined in the UCC in effect on the Closing Date and not otherwise defined
      herein shall, unless the context otherwise indicates, have the meanings provided
      by those definitions.  Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect.

     

    Section
      1.5  Rounding.  Any
      financial ratios required to be maintained by the Borrower pursuant to this
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).

     

    Section
      1.6  References
      to Agreement and Laws.  Unless
      otherwise expressly provided herein, (a) references to formation documents,
      governing documents, agreements (including the Loan Documents) and other
      contractual instruments shall be deemed to include all subsequent amendments,
      restatements, extensions, supplements and other modifications thereto, but
      only
      to the extent that such amendments, restatements, extensions, supplements and
      other modifications are not prohibited by any Loan Document; and (b) references
      to any Applicable Law shall include all statutory and regulatory provisions
      consolidating, amending, replacing, supplementing or interpreting such
      Applicable Law.

     

    Section
      1.7  Times
      of Day.  Unless
      otherwise specified, all references herein to times of day shall be references
      to Eastern time (daylight or standard, as applicable).

     

    Section
      1.8  Letter
      of Credit Amounts.  Unless
      otherwise specified, all references herein to the amount of a Letter of Credit
      at any time shall be deemed to mean the maximum face amount of such Letter
      of
      Credit after giving effect to all increases thereof contemplated by such Letter
      of Credit or the Letter of Credit Application therefor, whether or not such
      maximum face amount is in effect at such time.

     

    ARTICLE
      II

    REVOLVING
      CREDIT FACILITY

     

    Section
      2.1  Revolving
      Credit Loans.  Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations and warranties set forth herein, each Lender severally agrees
      to
      make Revolving Credit Loans to the Borrower from time to time from the Closing
      Date through, but not including, the Maturity Date as requested by the Borrower
      in accordance with the terms of Section 2.3; provided, that (a)
      the aggregate principal amount of all outstanding Revolving Credit Loans (after
      giving effect to any amount requested) shall not exceed the Aggregate Commitment
      less the sum of all outstanding Swingline Loans and L/C Obligations and
      (b) the principal amount of outstanding Revolving Credit Loans from any Lender
      to the Borrower shall not at any time exceed such Lender’s Commitment
less such Lender’s Commitment Percentage of outstanding L/C Obligations
      and outstanding Swingline Loans.  Each Revolving Credit Loan by a
      Lender shall be in a principal amount equal to such Lender’s Commitment
      Percentage of the aggregate principal amount of Revolving Credit Loans requested
      on such occasion.  Subject to the terms and conditions hereof, the
      Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until
      the Maturity Date.

     

    Section
      2.2  Swingline
      Loans.

     

    (a)  Availability.  Subject
      to the terms and conditions of this Agreement, the Swingline Lender agrees
      to
      make Swingline Loans to the Borrower from time to time from the Closing Date
      through, but not including, the Swingline Termination Date; provided,
      that the aggregate principal amount of all outstanding Swingline Loans (after
      giving effect to any amount requested), shall not exceed the lesser of (i)
      the
      Aggregate Commitment less the sum of all outstanding Revolving Credit Loans
      and
      the L/C Obligations and (ii) the Swingline Commitment.

     

    (b)  Refunding.

     

    (i)  Swingline
      Loans shall be refunded by the Lenders on demand by the Swingline
      Lender.  Such refundings shall be made by the Lenders in accordance
      with their respective Commitment Percentages and shall thereafter be reflected
      as Revolving Credit Loans of the Lenders on the books and records of the
      Administrative Agent.  Each Lender shall fund its respective
      Commitment Percentage of Revolving Credit Loans as required to repay Swingline
      Loans outstanding to the Swingline Lender upon demand by the Swingline Lender
      but in no event later than 1:00 p.m. on the next succeeding Business Day after
      such demand is made.  No Lender’s obligation to fund its respective
      Commitment Percentage of a Swingline Loan shall be affected by any other
      Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor
      shall any Lender’s Commitment Percentage be increased as a result of any such
      failure of any other Lender to fund its Commitment Percentage of a Swingline
      Loan.

     

    (ii)  The
      Borrower shall pay to the Swingline Lender on demand the amount of such
      Swingline Loans to the extent amounts received from the Lenders are not
      sufficient to repay in full the outstanding Swingline Loans requested or
      required to be refunded.  In addition, the Borrower hereby authorizes
      the Administrative Agent to charge any account maintained by the Borrower with
      the Swingline Lender (up to the amount available therein) in order to
      immediately pay the Swingline Lender the amount of such Swingline Loans to
      the
      extent amounts received from the Lenders are not sufficient to repay in full
      the
      outstanding Swingline Loans requested or required to be refunded.  If
      any portion of any such amount paid to the Swingline Lender shall be recovered
      by or on behalf of the Borrower from the Swingline Lender in bankruptcy or
      otherwise, the loss of the amount so recovered shall be ratably shared among
      all
      the Lenders in accordance with their respective Commitment Percentages (unless
      the amounts so recovered by or on behalf of the Borrower pertain to a Swingline
      Loan extended after the occurrence and during the continuance of an Event of
      Default of which the Administrative Agent has received notice in the manner
      required pursuant to Section 12.5 and which such Event of Default has not
      been waived by the Required Lenders or the Lenders, as applicable).

     

    (iii)  Each
      Lender acknowledges and agrees that its obligation to refund Swingline Loans
      in
      accordance with the terms of this Section is absolute and unconditional and
      shall not be affected by any circumstance whatsoever, including, without
      limitation, non-satisfaction of the conditions set forth in Article
      V.  Further, each Lender agrees and acknowledges that if prior to
      the refunding of any outstanding Swingline Loans pursuant to this Section,
      a
      Bankruptcy Event of Default shall have occurred, each Lender will, on the date
      the applicable Revolving Credit Loan would have been made, purchase an undivided
      participating interest in the Swingline Loan to be refunded in an amount equal
      to its Commitment Percentage of the aggregate amount of such Swingline
      Loan.  Each Lender will immediately transfer to the Swingline Lender,
      in immediately available funds, the amount of its participation and upon receipt
      thereof the Swingline Lender will deliver to such Lender a certificate
      evidencing such participation dated the date of receipt of such funds and for
      such amount.  Whenever, at any time after the Swingline Lender has
      received from any Lender such Lender’s participating interest in a Swingline
      Loan, the Swingline Lender receives any payment on account thereof, the
      Swingline Lender will distribute to such Lender its participating interest
      in
      such amount (appropriately adjusted, in the case of interest payments, to
      reflect the period of time during which such Lender’s participating interest was
      outstanding and funded).

     

    Section
      2.3  Procedure
      for Advances of Revolving Credit Loans and Swingline Loans.

     

    (a)  Requests
      for Borrowing.  The Borrower shall give the Administrative Agent
      irrevocable prior written notice substantially in the form attached hereto
      as
Exhibit B (a “Notice of Borrowing”) not later
      than 12:00 p.m. (i) on the same Business Day as each Base Rate Loan and each
      Swingline Loan and (ii) at least three (3) Business Days before each LIBOR
      Rate
      Loan, of its intention to borrow, specifying (A) the date of such borrowing,
      which shall be a Business Day, (B) the amount of such borrowing, which shall
      be,
      (x) with respect to Base Rate Loans (other than Swingline Loans) in an aggregate
      principal amount of $1,000,000 or a whole multiple of $500,000 in excess
      thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount
      of $2,000,000 or a whole multiple of $500,000 in excess thereof and (z) with
      respect to Swingline Loans in an aggregate principal amount of $100,000 or
      a
      whole multiple of $50,000 in excess thereof, (C) whether such Loan is to be
      a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit
      Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E)
      in
      the case of a LIBOR Rate Loan, the duration of the Interest Period applicable
      thereto.  A Notice of Borrowing received after 12:00 p.m. shall be
      deemed received on the next Business Day.  The Administrative Agent
      shall promptly notify the Lenders of each Notice of Borrowing.

     

    (b)  Disbursement
      of Revolving Credit and Swingline Loans.  Not later than 2:00 p.m.
      on the proposed borrowing date, (i) each Lender will make available to the
      Administrative Agent, for the account of the Borrower, at the office of the
      Administrative Agent in funds immediately available to the Administrative Agent,
      such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on
      such borrowing date and (ii) the Swingline Lender will make available to the
      Administrative Agent, for the account of the Borrower, at the office of the
      Administrative Agent in funds immediately available to the Administrative Agent,
      the Swingline Loans to be made on such borrowing date.  The Borrower
      hereby irrevocably authorizes the Administrative Agent to disburse the proceeds
      of each borrowing requested pursuant to this Section in immediately available
      funds by crediting or wiring such proceeds to the deposit account of the
      Borrower identified in the most recent notice substantially in the form of
      Exhibit C hereto (a “Notice of Account
      Designation”) delivered by the Borrower to the Administrative Agent or as
      may be otherwise agreed upon by the Borrower and the Administrative Agent from
      time to time.  Subject to Section 4.7 hereof, the
      Administrative Agent shall not be obligated to disburse the portion of the
      proceeds of any Revolving Credit Loan requested pursuant to this Section to
      the
      extent that any Lender has not made available to the Administrative Agent its
      Commitment Percentage of such Loan.  Revolving Credit Loans to be made
      for the purpose of refunding Swingline Loans shall be made by the Lenders as
      provided in Section 2.2(b).

     

    Section
      2.4  Repayment
      of Loans.

     

    (a)  Repayment
      on Maturity Date.  The Borrower hereby agrees to repay the
      outstanding principal amount of (i) all Revolving Credit Loans in full on the
      Maturity Date, and (ii) all Swingline Loans in accordance with Section
      2.2(b), together, in each case, with all accrued but unpaid interest
      thereon.

     

    (b)  Mandatory
      Repayment of Revolving Credit Loans.  If at any time the
      outstanding principal amount of all Revolving Credit Loans plus the sum
      of all outstanding Swingline Loans and L/C Obligations exceeds the Aggregate
      Commitment, the Borrower agrees to repay immediately upon notice from the
      Administrative Agent, by payment to the Administrative Agent for the account
      of
      the Lenders, Extensions of Credit in an amount equal to such excess with each
      such repayment applied first to the principal amount of outstanding
      Swingline Loans, second to the principal amount of outstanding Revolving
      Credit Loans and third, with respect to any Letters of Credit then
      outstanding, a payment of cash collateral into a cash collateral account opened
      by the Administrative Agent, for the benefit of the Lenders in an amount equal
      to the aggregate then undrawn and unexpired amount of such Letters of Credit
      (such cash collateral to be applied in accordance with Section
      11.2(b)).

     

    (c)  Optional
      Prepayments.  The Borrower may at any time and from time to time
      prepay without premium or penalty, but including any amount required to be
      paid
      pursuant to Section 4.9, Revolving Credit Loans and Swingline Loans, in
      whole or in part, with irrevocable prior written notice to the Administrative
      Agent substantially in the form attached hereto as
Exhibit D (a “Notice of Prepayment”) given
      not later than 11:00 a.m. (i) on the same Business Day as each Base Rate
      Loan and each Swingline Loan and (ii) at least three (3) Business Days
      before each LIBOR Rate Loan, specifying the date and amount of prepayment and
      whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans
      or a combination thereof, and, if of a combination thereof, the amount allocable
      to each.  Upon receipt of such notice, the Administrative Agent shall
      promptly notify each Lender.  If any such notice is given, the amount
      specified in such notice shall be due and payable on the date set forth in
      such
      notice.  Partial prepayments shall be in an aggregate amount of
      $1,000,000 or a whole multiple of $500,000 in excess thereof with respect to
      Base Rate Loans (other than Swingline Loans), $2,000,000 or a whole multiple
      of
      $500,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or
      a
      whole multiple of $50,000 in excess thereof with respect to Swingline
      Loans.  A Notice of Prepayment received after 11:00 a.m. shall be
      deemed received on the next Business Day.  Each such repayment shall
      be accompanied by any amount required to be paid pursuant to Section
      4.9.

     

    (d)  Limitation
      on Prepayment of LIBOR Rate Loans.  The Borrower may not prepay
      any LIBOR Rate Loan on any day other than on the last day of the Interest Period
      applicable thereto unless such prepayment is accompanied by any amount required
      to be paid pursuant to Section 4.9.

     

    (e)  Hedging
      Agreements and Specified Cash Management Arrangements.  No
      repayment or prepayment pursuant to this Section shall affect any of the
      Borrower’s obligations under any Hedging Agreement or any Specified Cash
      Management Arrangement.

     

    Section
      2.5  Permanent
      Reduction of the Aggregate Credit Commitment.

     

    (a)  Voluntary
      Reduction.  The Borrower shall have the right at any time and from
      time to time, upon at least five (5) Business Days prior written notice to
      the
      Administrative Agent, to permanently reduce, without premium or penalty but
      including any amount required to be paid pursuant to Section 4.9, (i) the
      entire Aggregate Commitment at any time or (ii) portions of the Aggregate
      Commitment, from time to time, in an aggregate principal amount of not less
      than
      $1,000,000 or any whole multiple of $500,000 in excess thereof.  Any
      reduction of the Aggregate Commitment shall be applied to the Commitment of
      each
      Lender according to its Commitment Percentage.  All commitment fees
      accrued until the effective date of any termination of the Aggregate Commitment
      shall be paid on the effective date of such termination.

     

    (b)  Corresponding
      Payment.  Each permanent reduction permitted pursuant to this
      Section shall be accompanied by a payment of principal sufficient to reduce
      the
      aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C
      Obligations, as applicable, after such reduction to the Aggregate Commitment
      as
      so reduced and if the Aggregate Commitment as so reduced is less than the
      aggregate amount of all outstanding Letters of Credit, the Borrower shall be
      required to deposit cash collateral in a cash collateral account opened by
      the
      Administrative Agent in an amount equal to the aggregate then undrawn and
      unexpired amount of such Letters of Credit.  Such cash collateral
      shall be applied in accordance with Section 11.2(b).  Any
      reduction of the Aggregate Commitment to zero shall be accompanied by payment
      of
      all outstanding Revolving Credit Loans and Swingline Loans (and furnishing
      of
      cash collateral satisfactory to the Administrative Agent for all L/C
      Obligations) and shall result in the termination of the Commitments and the
      Revolving Credit Facility.  Such cash collateral shall be applied in
      accordance with Section 11.2(b).  If the reduction of the
      Aggregate Commitment requires the repayment of any LIBOR Rate Loan, such
      repayment shall be accompanied by any amount required to be paid pursuant to
      Section 4.9.

     

    Section
      2.6  Termination
      of Revolving Credit Facility.  The
      Revolving Credit Facility shall terminate on the Maturity Date.

     

    Section
      2.7  Increase
      in Aggregate Commitment.

     

    (a)  Request
      for Increase.  Provided there exists no Default or Event of
      Default immediately prior to or after giving effect thereto, upon notice to
      the
      Administrative Agent (which shall promptly notify the Lenders), the Borrower
      may, at any time during the period from the Closing Date through July 31, 2010,
      request an increase in the Aggregate Commitment by an amount (for all such
      requests) not exceeding $40,000,000; provided that (i) any such request
      for an increase shall be in a minimum amount of $10,000,000, and (ii) the
      Borrower may make a maximum of two such requests.  At the time of
      sending such notice, the Borrower (in consultation with the Administrative
      Agent) shall specify the time period within which each Lender is requested
      to
      respond (which shall in no event be less than ten (10) Business Days from the
      date of delivery of such notice to the Lenders).

     

    (b)  Lender
      Elections to Increase.  Each Lender shall notify the
      Administrative Agent within such time period whether or not it agrees to
      increase its Commitment and, if so, whether by an amount equal to, greater
      than,
      or less than its Commitment Percentage of such requested
      increase.  Any Lender not responding within such time period shall be
      deemed to have declined to increase its Commitment.

     

    (c)  Notification
      by Administrative Agent; Additional Lenders.  The Administrative
      Agent shall notify the Borrower and each Lender of the Lenders’ responses to
      each request made hereunder.  To achieve the full amount of a
      requested increase, and subject to the approval of the Administrative Agent,
      each Issuing Lender and the Swingline Lender (which approvals shall not be
      unreasonably withheld), the Borrower may also invite additional Eligible
      Assignees to become Lenders pursuant to a joinder agreement in form and
      substance satisfactory to the Administrative Agent and its counsel.

     

    (d)  Effective
      Date and Allocations.  If the Aggregate Commitment is increased in
      accordance with this Section, the Administrative Agent and the Borrower shall
      determine the effective date (the “Increase Effective Date”) and the
      final allocation of such increase.  The Administrative Agent shall
      promptly notify the Borrower and the Lenders of the final allocation of such
      increase and the Increase Effective Date.

     

    (e)  Conditions
      to Effectiveness of Increase.  As a condition precedent to such
      increase, the Borrower shall deliver to the Administrative Agent a certificate
      of each Credit Party dated as of the Increase Effective Date signed by a
      Responsible Officer of such Credit Party (i) certifying and attaching the
      resolutions adopted by such Credit Party approving or consenting to such
      increase, and (ii) in the case of the Borrower, certifying that, before and
      after giving effect to such increase, no Default or Event of Default exists
      and
      is continuing.  Upon the Increase Effective Date, (A) the Aggregate
      Commitment will be deemed to have been increased by the amount of such
      Commitment increase pursuant to this Section 2.7, (B) entries in the
      Register will be revised to reflect the revised Commitments and Commitment
      Percentages of each of the Lenders (including each new Lender) and (C) the
      outstanding Loans will be reallocated on the effective date of such increase
      among the Lenders in accordance with their revised Commitment Percentages and
      the Lenders (including each new Lender) agree to make all payments and
      adjustments necessary to effect such reallocation and the Borrower shall pay
      any
      and all costs required pursuant to Section 4.9 in connection with such
      reallocation as if such reallocation were a repayment; provided, that the
      Administrative Agent agrees to cooperate with the Borrower with respect to
      the
      timing of such reallocation so as to minimize any incurrence by the Borrower
      of
      costs required pursuant to Section 4.9.

     

    (f)  Conflicting
      Provisions.  This Section shall supersede any provisions in
Section 4.6 or 13.2 to the contrary.

     

    ARTICLE
      III

    LETTER
      OF CREDIT FACILITY

     

    Section
      3.1  L/C
      Commitment.  Subject
      to the terms and conditions hereof, the Issuing Lenders, in reliance on the
      agreements of the other Lenders set forth in Section 3.4(a), agree to
      issue standby letters of credit (“Letters of Credit”) for the account of
      the Borrower on any Business Day from the Closing Date through but not including
      the Revolving Credit Maturity Date in such form as may be approved from time
      to
      time by the applicable Issuing Lender; provided, that no Issuing Lender
      shall have any obligation to issue any Letter of Credit if, after giving effect
      to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or
      (b)
      the aggregate principal amount of outstanding Revolving Credit Loans,
plus the aggregate principal amount of outstanding Swingline Loans,
plus the aggregate amount of L/C Obligations would exceed the Aggregate
      Commitment.  Each Letter of Credit shall (i) be denominated in Dollars
      in a minimum amount of $100,000 (or such lesser amount as may be agreed by
      the
      Administrative Agent), (ii) be a standby letter of credit issued to support
      obligations of the Borrower or any of its Subsidiaries, contingent or otherwise,
      incurred in the ordinary course of business, (iii) expire no later than the
      earlier of: (A) one (1) year after its date of issuance or (B) the fifth (5th)
      Business Day prior to the Maturity Date and (iv) be subject to the Uniform
      Customs and/or ISP98, as set forth in the Letter of Credit Application or as
      determined by the applicable Issuing Lender and, to the extent not inconsistent
      therewith, the laws of the State of New York.  No Issuing Lender shall
      at any time be obligated to issue any Letter of Credit hereunder if such
      issuance would conflict with, or cause such Issuing Lender or any L/C
      Participant to exceed any limits imposed by, any Applicable
      Law.  References herein to “issue” and derivations thereof with
      respect to Letters of Credit shall also include extensions or modifications
      of
      any existing Letters of Credit, unless the context otherwise requires. Notwithstanding the
      foregoing, as of the Closing Date, each of the Existing Letters of Credit shall
      constitute, for all purposes of this Agreement and the other Loan Documents,
      a
      Letter of Credit issued and outstanding hereunder.

     

    Section
      3.2  Procedure
      for Issuance of Letters of Credit.  The
      Borrower may from time to time request that the applicable Issuing Lender issue
      a Letter of Credit by delivering to the applicable Issuing Lender a Letter
      of
      Credit Application therefor, completed to the satisfaction of such Issuing
      Lender, and such other certificates, documents and other papers and information
      as such Issuing Lender and the Administrative Agent may request.  The
      Borrower will contemporaneously deliver to the Administrative Agent, at the
      Administrative Agent’s Office, a copy of such Letter of Credit Application and
      accompanying documentation. Upon receipt of any Letter of Credit Application,
      the applicable Issuing Lender shall process such Letter of Credit Application
      and the certificates, documents and other papers and information delivered
      to it
      in connection therewith in accordance with its customary procedures and shall,
      after approving same and receiving confirmation from the Administrative Agent
      that sufficient availability exists under the Revolving Credit Facility for
      the
      issuance of such Letter of Credit, subject to Section 3.1 and Article
      V, promptly issue the Letter of Credit requested thereby (but in no event
      shall the Issuing Lender be required to issue any Letter of Credit earlier
      than
      four (4) Business Days after its receipt of the Letter of Credit Application
      therefor and all such other certificates, documents and other papers and
      information relating thereto) by issuing the original of such Letter of Credit
      to the beneficiary thereof or as otherwise may be agreed by the applicable
      Issuing Lender and the Borrower.  The applicable Issuing Lender shall
      promptly furnish to the Borrower and the Administrative Agent a copy of such
      Letter of Credit and promptly notify each Lender of the issuance and upon
      request by any Lender, furnish to such Lender a copy of such Letter of Credit
      and the amount of such Lender’s participation therein.

     

    Section
      3.3  Commissions
      and Other Charges.

     

    (a)  Letter
      of Credit Commissions.  The Borrower shall pay to the
      Administrative Agent, for the account of the applicable Issuing Lender and
      the
      L/C Participants, a letter of credit commission with respect to each Letter
      of
      Credit in an amount equal to the face amount of such Letter of Credit
multiplied by the Applicable Margin with respect to LIBOR Rate Loans
      (determined on a per annum basis).  Such commission shall be payable
      quarterly in arrears on the last Business Day of each calendar quarter, on
      the
      Maturity Date and thereafter on demand of the Administrative
      Agent.  The Administrative Agent shall, promptly following its receipt
      thereof, distribute to the applicable Issuing Lender and the L/C Participants
      all commissions received pursuant to this Section in accordance with their
      respective Commitment Percentages.

     

    (b)  Fronting
      Fee.  In addition to the foregoing commission, the Borrower shall
      pay to the Administrative Agent, for the account of the applicable Issuing
      Lender, a fronting fee with respect to each Letter of Credit in an amount equal
      to the face amount of such Letter of Credit multiplied by one-eighth of one
      percent (0.125%) per annum.  Such fronting fee shall be payable
      quarterly in arrears on the last Business Day of each calendar quarter
      commencing with the first such date to occur after the issuance of such Letter
      of Credit, on the Maturity Date and thereafter on demand of the Administrative
      Agent.

     

    (c)  Other
      Costs.  In addition to the foregoing fees and commissions, the
      Borrower shall pay or reimburse the applicable Issuing Lender for such normal
      and customary costs and expenses as are incurred or charged by the applicable
      Issuing Lender in issuing, effecting payment under, amending or otherwise
      administering any Letter of Credit.

     

    Section
      3.4  L/C
      Participations.

     

    (a)  Each
      Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
      Participant, and, to induce such Issuing Lender to issue Letters of Credit
      hereunder, each L/C Participant irrevocably agrees to accept and purchase and
      hereby accepts and purchases from such Issuing Lender, on the terms and
      conditions hereinafter stated, for such L/C Participant’s own account and risk
      an undivided interest equal to such L/C Participant’s Commitment Percentage in
      such Issuing Lender’s obligations and rights under and in respect of each Letter
      of Credit issued hereunder and the amount of each draft paid by such Issuing
      Lender thereunder.  Each L/C Participant unconditionally and
      irrevocably agrees with each Issuing Lender that, if a draft is paid under
      any
      Letter of Credit for which such Issuing Lender is not reimbursed in full by
      the
      Borrower through a Revolving Credit Loan or otherwise in accordance with the
      terms of this Agreement, such L/C Participant shall pay to such Issuing Lender
      upon demand at such Issuing Lender’s address for notices specified herein an
      amount equal to such L/C Participant’s Commitment Percentage of the amount of
      such draft, or any part thereof, which is not so reimbursed.

     

    (b)  Upon
      becoming aware of any amount required to be paid by any L/C Participant to
      the
      applicable Issuing Lender pursuant to Section 3.4(a) in respect of
      any unreimbursed portion of any payment made by such Issuing Lender under any
      Letter of Credit, such Issuing Lender shall notify each L/C Participant of
      the
      amount and due date of such required payment and such L/C Participant shall
      pay
      to such Issuing Lender the amount specified on the applicable due
      date.  If any such amount is paid to such Issuing Lender after the
      date such payment is due, such L/C Participant shall pay to such Issuing Lender
      on demand, in addition to such amount, the product of (i) such amount,
times (ii) the daily average Federal Funds Rate as determined by the
      Administrative Agent during the period from and including the date such payment
      is due to the date on which such payment is immediately available to such
      Issuing Lender, times (iii) a fraction the numerator of which is the
      number of days that elapse during such period and the denominator of which
      is
      360.  A certificate of such Issuing Lender with respect to any amounts
      owing under this Section shall be conclusive in the absence of manifest
      error.  With respect to payment to such Issuing Lender of the
      unreimbursed amounts described in this Section, if the L/C Participants receive
      notice that any such payment is due (A) prior to 1:00 p.m. on any Business
      Day,
      such payment shall be due that Business Day, and (B) after 1:00 p.m. on any
      Business Day, such payment shall be due on the following Business
      Day.

     

    (c)  Whenever,
      at any time after any Issuing Lender has made payment under any Letter of Credit
      and has received from any L/C Participant its Commitment Percentage of such
      payment in accordance with this Section, such Issuing Lender receives any
      payment related to such Letter of Credit (whether directly from the Borrower
      or
      otherwise, or any payment of interest on account thereof, such Issuing Lender
      will distribute to such L/C Participant its prorata share thereof;
provided, that in the event that any such payment received
      by such
      Issuing Lender shall be required to be returned by such Issuing Lender, such
      L/C
      Participant shall return to such Issuing Lender the portion thereof previously
      distributed by such Issuing Lender to it.

     

    Section
      3.5  Reimbursement
      Obligation of the Borrower.  In
      the event of any drawing under any Letter of Credit, the Borrower agrees to
      reimburse (either with the proceeds of a Revolving Credit Loan as provided
      for
      in this Section or with funds from other sources), in same day funds, the
      applicable Issuing Lender on each date on which such Issuing Lender notifies
      the
      Borrower of the date and amount of a draft paid under any Letter of Credit
      for
      the amount of (a) such draft so paid and (b) any amounts referred to in
Section 3.3(c) incurred by such Issuing Lender in connection with such
      payment.  Unless the Borrower shall immediately notify such Issuing
      Lender that the Borrower intends to reimburse such Issuing Lender for such
      drawing from other sources or funds, the Borrower shall be deemed to have timely
      given a Notice of Borrowing to the Administrative Agent requesting that the
      Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such
      date in the amount of (a) such draft so paid and (b) any amounts referred to
      in
Section 3.3(c) incurred by such Issuing Lender in connection with such
      payment, and the Lenders shall make a Revolving Credit Loan bearing interest
      at
      the Base Rate in such amount, the proceeds of which shall be applied to
      reimburse the Issuing Lender for the amount of the related drawing and costs
      and
      expenses. Each Lender acknowledges and agrees that its obligation to fund a
      Revolving Credit Loan in accordance with this Section to reimburse the Issuing
      Lender for any draft paid under a Letter of Credit is absolute and unconditional
      and shall not be affected by any circumstance whatsoever, including, without
      limitation, non-satisfaction of the conditions set forth in Section
      2.3(a) or Article V.  If the Borrower has elected to pay
      the amount of such drawing with funds from other sources and shall fail to
      reimburse the Issuing Lender as provided above, the unreimbursed amount of
      such
      drawing shall bear interest at the rate which would be payable on any
      outstanding Base Rate Loans which were then overdue from the date such amounts
      become payable (whether at stated maturity, by acceleration or otherwise) until
      payment in full.

     

    Section
      3.6  Obligations
      Absolute.  The
      Borrower’s obligations under this Article III (including, without
      limitation, the Reimbursement Obligation) shall be absolute and unconditional
      under any and all circumstances and irrespective of any set-off, counterclaim
      or
      defense to payment which the Borrower may have or have had against the
      applicable Issuing Lender or any beneficiary of a Letter of Credit or any other
      Person.  The Borrower also agrees that the Issuing Lenders, the
      Administrative Agent and the L/C Participants shall not be responsible for,
      and
      the Borrower’s Reimbursement Obligation under Section 3.5 shall not be
      affected by, among other things, the validity or genuineness of documents or
      of
      any endorsements thereon, even though such documents shall in fact prove to
      be
      invalid, fraudulent or forged, or any dispute between or among the Borrower
      and
      any beneficiary of any Letter of Credit or any other party to which such Letter
      of Credit may be transferred or any claims whatsoever of the Borrower against
      any beneficiary of such Letter of Credit or any such transferee.  No
      Issuing Lender shall be liable for any error, omission, interruption or delay
      in
      transmission, dispatch or delivery of any message or advice, however
      transmitted, in connection with any Letter of Credit, except for errors or
      omissions caused by such Issuing Lender’s gross negligence or willful
      misconduct.  The Borrower agrees that any action taken or omitted by
      the Issuing Lender under or in connection with any Letter of Credit or the
      related drafts or documents, if done in the absence of gross negligence or
      willful misconduct, shall be binding on the Borrower and shall not result in
      any
      liability of the Issuing Lender or any L/C Participant to the
      Borrower.  The responsibility of the Issuing Lenders to the Borrower
      in connection with any draft presented for payment under any Letter of Credit
      shall, in addition to any payment obligation expressly provided for in such
      Letter of Credit, be limited to determining that the documents (including each
      draft) delivered under such Letter of Credit in connection with such presentment
      are in conformity with such Letter of Credit.

     

    Section
      3.7  Effect
      of Letter of Credit Application.  To
      the extent that any provision of any Letter of Credit Application related to
      any
      Letter of Credit is inconsistent with the provisions of this Article III,
      the provisions of this Article III shall apply.

     

    ARTICLE
      IV

    GENERAL
      LOAN PROVISIONS

     

    Section
      4.1  Interest.

     

    (a)  Interest
      Rate Options.  Subject to the provisions of this Section, at the
      election of the Borrower, (i) Revolving Credit Loans shall bear interest at
      (A)
      the Base Rate plus the Applicable Margin or (B) the LIBOR Rate
plus the Applicable Margin (provided that the LIBOR Rate shall not
      be available until three (3) Business Days after the Closing Date unless the
      Borrower has delivered to the Administrative Agent a letter in form and
      substance reasonably satisfactory to the Administrative Agent indemnifying
      the
      Lenders in the manner set forth in Section 4.9 of this Agreement) and
      (ii) Swingline Loans shall bear interest at the Base Rate plus the
      Applicable Margin.  The Borrower shall select the rate of interest and
      Interest Period, if any, applicable to any Revolving Credit Loan at the time
      a
      Notice of Borrowing is given or at the time a Notice of Conversion/Continuation
      is given pursuant to Section 4.2.  Any Revolving Credit Loan or
      any portion thereof as to which the Borrower has not duly specified an interest
      rate as provided herein shall be deemed a Base Rate Loan.

     

    (b)  Interest
      Periods.  In connection with each LIBOR Rate Loan, the Borrower,
      by giving notice at the times described in Section 2.3 or 4.2, as
      applicable, shall elect an interest period (each, an “Interest Period”)
      to be applicable to such Loan, which Interest Period shall be a period of one
      (1), two (2), three (3), or six (6) months; provided that:

     

    (i)  the
      Interest Period shall commence on the date of advance of or conversion to any
      LIBOR Rate Loan and, in the case of immediately successive Interest Periods,
      each successive Interest Period shall commence on the date on which the
      immediately preceding Interest Period expires;

     

    (ii)  if
      any
      Interest Period would otherwise expire on a day that is not a Business Day,
      such
      Interest Period shall expire on the next succeeding Business Day;
provided, that if any Interest Period with respect to a LIBOR Rate Loan
      would otherwise expire on a day that is not a Business Day but is a day of
      the
      month after which no further Business Day occurs in such month, such Interest
      Period shall expire on the immediately preceding Business Day;

     

    (iii)  any
      Interest Period with respect to a LIBOR Rate Loan that begins on the last
      Business Day of a calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest Period)
      shall end on the last Business Day of the relevant calendar month at the end
      of
      such Interest Period;

     

    (iv)  no
      Interest Period shall extend beyond the Maturity Date; and

     

    (v)  there
      shall be no more than ten (10) Interest Periods in effect at any
      time.

     

    (c)  Default
      Rate.  Subject to Section 11.3, upon the occurrence and
      during the continuance of a Payment Event of Default or a Bankruptcy Event
      of
      Default or, at the discretion of the Administrative Agent or as directed by
      the
      Required Lenders, upon the occurrence and during the continuance of an Event
      of
      Default other than a Payment Event of Default or Bankruptcy Event of Default,
      (i) the Borrower shall no longer have the option to request LIBOR Rate Loans,
      Swingline Loans or Letters of Credit, (ii) all outstanding LIBOR Rate Loans
      shall bear interest at a rate per annum of two percent (2%) in excess of the
      rate then applicable to LIBOR Rate Loans until the end of the applicable
      Interest Period and thereafter at a rate equal to two percent (2%) in excess
      of
      the rate then applicable to Base Rate Loans, and (iii) all outstanding Base
      Rate
      Loans and other Obligations arising hereunder or under any other Loan Document
      shall bear interest at a rate per annum equal to two percent (2%) in excess
      of
      the rate then applicable to Base Rate Loans or such other Obligations arising
      hereunder or under any other Loan Document.  Interest shall continue
      to accrue on the Obligations after the filing by or against the Borrower of
      any
      petition seeking any relief in bankruptcy or under any act or law pertaining
      to
      insolvency or debtor relief, whether state, federal or foreign.

     

    (d)  Interest
      Payment and Computation.  Interest on each Base Rate Loan shall be
      due and payable in arrears on the last Business Day of each calendar quarter
      commencing September 30, 2007; and interest on each LIBOR Rate Loan shall be
      due
      and payable on the last day of each Interest Period applicable thereto, and
      if
      such Interest Period extends over three (3) months, at the end of each three
      (3)
      month interval during such Interest Period.  All computations of
      interest for Base Rate Loans when the Base Rate is determined by the Prime
      Rate
      shall be made on the basis of a year of 365 or 366 days, as the case may be,
      and
      actual days elapsed.  All other computations of fees and interest
      provided hereunder shall be made on the basis of a 360-day year and actual
      days
      elapsed (which results in more fees or interest, as applicable, being paid
      than
      if computed on the basis of a 365-day year).

     

    (e)  Maximum
      Rate.  In no contingency or event whatsoever shall the aggregate
      of all amounts deemed interest under this Agreement charged or collected
      pursuant to the terms of this Agreement exceed the highest rate permissible
      under any Applicable Law which a court of competent jurisdiction shall, in
      a
      final determination, deem applicable hereto.  In the event that such a
      court determines that the Lenders have charged or received interest hereunder
      in
      excess of the highest applicable rate, the rate in effect hereunder shall
      automatically be reduced to the maximum rate permitted by Applicable Law and
      the
      Lenders shall at the Administrative Agent’s option (i) promptly refund to the
      Borrower any interest received by the Lenders in excess of the maximum lawful
      rate or (ii) apply such excess to the principal balance of the Obligations
      on a
pro rata basis.  It is the intent hereof that the Borrower not
      pay or contract to pay, and that neither the Administrative Agent nor any Lender
      receive or contract to receive, directly or indirectly in any manner whatsoever,
      interest in excess of that which may be paid by the Borrower under Applicable
      Law.

     

    Section
      4.2  Notice
      and Manner of Conversion or Continuation of Loans.  Provided
      that no Default or Event of Default has occurred and is then continuing, the
      Borrower shall have the option to (a) convert at any time following the third
      Business Day after the Closing Date all or any portion of any outstanding Base
      Rate Loans (other than Swingline Loans) in a principal amount equal to
      $2,000,000 or any whole multiple of $500,000 in excess thereof into one or
      more
      LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert
      all or any part of its outstanding LIBOR Rate Loans in a principal amount equal
      to $1,000,000 or a whole multiple of $500,000 in excess thereof into Base Rate
      Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as
      LIBOR Rate Loans.  Whenever the Borrower desires to convert or
      continue Loans as provided above, the Borrower shall give the Administrative
      Agent irrevocable prior written notice in the form attached as
Exhibit E (a “Notice of
      Conversion/Continuation”) not later than 2:00 p.m. three (3) Business Days
      before the day on which a proposed conversion or continuation of such Loan
      is to
      be effective specifying (A) the Loans to be converted or continued, and, in
      the
      case of any LIBOR Rate Loan to be converted or continued, the last day of the
      Interest Period therefor, (B) the effective date of such conversion or
      continuation (which shall be a Business Day), (C) the principal amount of such
      Loans to be converted or continued, and (D) the Interest Period to be applicable
      to such converted or continued LIBOR Rate Loan.  The Administrative
      Agent shall promptly notify the Lenders of such Notice of
      Conversion/Continuation.

     

    Section
      4.3  Fees.

     

    (a)  Commitment
      Fee.  Commencing on the Closing Date, the Borrower shall pay to
      the Administrative Agent, for the account of the Lenders, a non-refundable
      commitment fee at a rate per annum equal to the Applicable Margin (with such
      determination on the Closing Date to be made after giving proforma
      effect to the Transactions) on the average daily unused portion of the Aggregate
      Commitment; provided, that the amount of outstanding Swingline Loans
      shall not be considered usage of the Aggregate Commitment for the purpose of
      calculating such commitment fee.  The commitment fee shall be payable
      in arrears on the last Business Day of each calendar quarter during the term
      of
      this Agreement commencing September 30, 2007, and on the Maturity
      Date.  Such commitment fee shall be distributed by the Administrative
      Agent to the Lenders prorata in accordance with the Lenders’
respective Commitment Percentages.

     

    (b)  Administrative
      Agent’s and Other Fees.  In order to compensate the Administrative
      Agent for structuring and syndicating the Loans and for its obligations
      hereunder, the Borrower agrees to pay to the Administrative Agent and its
      affiliates the fees set forth in the Fee Letter.

     

    (c)  Other
      Fees.  In order to compensate the Lenders for entering into this
      Agreement and making the Extensions of Credit  hereunder, the Borrower
      agrees to pay to the Administrative Agent and its affiliates, for the account
      of
      the Lenders, the fees set forth in the Fee Letter.

     

    Section
      4.4  Manner
      of Payment.  Each
      payment by the Borrower on account of the principal of or interest on the Loans
      or of any fee, commission or other amounts (including the Reimbursement
      Obligation) payable to the Lenders under this Agreement shall be made not later
      than 1:00 p.m. on the date specified for payment under this Agreement to the
      Administrative Agent at the Administrative Agent’s Office for the account of the
      Lenders (other than as set forth below) prorata in accordance with
      their respective Commitment Percentages (except as specified below), in Dollars,
      in immediately available funds and shall be made without any set-off,
      counterclaim or deduction whatsoever.  Any payment received after such
      time but before 2:00 p.m. on such day shall be deemed a payment on such date
      for
      the purposes of Section 11.1, but for all other purposes shall be deemed
      to have been made on the next succeeding Business Day.  Any payment
      received after 2:00 p.m. shall be deemed to have been made on the next
      succeeding Business Day for all purposes.  Upon receipt by the
      Administrative Agent of each such payment, the Administrative Agent shall
      distribute to each Lender at its address for notices set forth herein its
prorata share of such payment in accordance with such Lender’s
      Commitment Percentage (except as specified below) and shall wire advice of
      the
      amount of such credit to each Lender.  Each payment to the
      Administrative Agent on account of the principal of, or interest on, the
      Swingline Loans or of any fee, commission or other amount payable to the
      Swingline Lenders shall be made in like manner, but for the account of the
      Swingline Lender.  Each payment to the Administrative Agent of the
      applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made
      in like manner, but for the account of the applicable Issuing Lender or the
      L/C
      Participants, as the case may be.  Each payment to the Administrative
      Agent of Administrative Agent’s fees or expenses shall be made for the account
      of the Administrative Agent and any amount payable to any Lender under
Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to
      the Administrative Agent for the account of the applicable
      Lender.  Subject to Section 4.1(b)(ii) if any payment under
      this Agreement shall be specified to be made upon a day which is not a Business
      Day, it shall be made on the next succeeding day which is a Business Day and
      such extension of time shall in such case be included in computing any interest
      if payable along with such payment.

     

    Section
      4.5  Evidence
      of Indebtedness.

     

    (a)  Extensions
      of Credit.  The Extensions of Credit made by each Lender shall be
      evidenced by one or more accounts or records maintained by such Lender and
      by
      the Administrative Agent in the ordinary course of business.  The
      accounts or records maintained by the Administrative Agent and each Lender
      shall
      be conclusive absent manifest error of the amount of the Extensions of Credit
      made by the Lenders to the Borrower and the interest and payments
      thereon.  Any failure to so record or any error in doing so shall not,
      however, limit or otherwise affect the obligation of the Borrower hereunder
      to
      pay any amount owing with respect to the Obligations.  In the event of
      any conflict between the accounts and records maintained by any Lender and
      the
      accounts and records of the Administrative Agent in respect of such matters,
      the
      accounts and records of the Administrative Agent shall control in the absence
      of
      manifest error.  Upon the request of any Lender made through the
      Administrative Agent, the Borrower shall execute and deliver to such Lender
      (through the Administrative Agent) a Revolving Credit Note and/or Swingline
      Note, as applicable, which shall evidence such Lender’s Revolving Credit Loans
      and/or Swingline Loans, as applicable, in addition to such accounts or
      records.  Each Lender may attach schedules to its Notes and endorse
      thereon the date, amount and maturity of its Loans and payments with respect
      thereto.

     

    (b)  Participations.  In
      addition to the accounts and records referred to in subsection (a), each Lender
      and the Administrative Agent shall maintain in accordance with its usual
      practice accounts or records evidencing the purchases and sales by such Lender
      of participations in Letters of Credit and Swingline Loans.  In the
      event of any conflict between the accounts and records maintained by the
      Administrative Agent and the accounts and records of any Lender in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error.

     

    Section
      4.6  Adjustments.  If
      any Lender shall, by exercising any right of setoff or counterclaim or
      otherwise, obtain payment in respect of any principal of or interest on any
      of
      its Loans or other obligations hereunder resulting in such Lender’s receiving
      payment of a proportion of the aggregate amount of its Loans and accrued
      interest thereon or other such obligations (other than pursuant to Sections
      4.9, 4.10, 4.11 or 13.3 hereof) greater than its
prorata share thereof as provided herein,
      then the Lender
      receiving such greater proportion shall (a) notify the Administrative Agent
      of
      such fact, and (b) purchase (for cash at face value) participations in the
      Loans
      and such other obligations of the other Lenders, or make such other adjustments
      as shall be equitable, so that the benefit of all such payments shall be shared
      by the Lenders ratably in accordance with the aggregate amount of principal
      of
      and accrued interest on their respective Loans and other amounts owing them;
      provided that

     

    (i)  if
      any
      such participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest,
      and

     

    (ii)  the
      provisions of this paragraph shall not be construed to apply to (A) any payment
      made by the Borrower pursuant to and in accordance with the express terms of
      this Agreement or (B) any payment obtained by a Lender as consideration for
      the
      assignment of or sale of a participation in any of its Loans or participations
      in Swingline Loans and Letters of Credit to any assignee or participant, other
      than to the Borrower or any Subsidiary thereof (as to which the provisions
      of
      this paragraph shall apply).

     

    Each
      Credit Party consents to the foregoing and agrees, to the extent it may
      effectively do so under applicable law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise against each
      Credit Party rights of setoff and counterclaim with respect to such
      participation as fully as if such Lender were a direct creditor of each Credit
      Party in the amount of such participation.

     

    Section
      4.7  Nature
      of Obligations of Lenders Regarding Extensions of Credit; Assumption by the
      Administrative Agent.  The
      obligations of the Lenders under this Agreement to make the Loans and issue
      or
      participate in Letters of Credit are several and are not joint or joint and
      several.  Unless the Administrative Agent shall have received notice
      from a Lender prior to a proposed borrowing date that such Lender will not
      make
      available to the Administrative Agent such Lender’s ratable portion of the
      amount to be borrowed on such date (which notice shall not release such Lender
      of its obligations hereunder), the Administrative Agent may assume that such
      Lender has made such portion available to the Administrative Agent on the
      proposed borrowing date in accordance with Section 2.3(b) and the
      Administrative Agent may, in reliance upon such assumption, make available
      to
      the Borrower on such date a corresponding amount.  If such amount is
      made available to the Administrative Agent on a date after such borrowing date,
      such Lender shall pay to the Administrative Agent on demand an amount, until
      paid, equal to the product of (a) the amount not made available by such Lender
      in accordance with the terms hereof, times (b) the daily average Federal
      Funds Rate during such period as determined by the Administrative Agent,
times (c) a fraction the numerator of which is the number of days that
      elapse from and including such borrowing date to the date on which such amount
      not made available by such Lender in accordance with the terms hereof shall
      have
      become immediately available to the Administrative Agent and the denominator
      of
      which is 360.  A certificate of the Administrative Agent with respect
      to any amounts owing under this Section shall be conclusive, absent manifest
      error.  If such Lender’s Commitment Percentage of such borrowing is
      not made available to the Administrative Agent by such Lender within three
      (3)
      Business Days after such borrowing date, the Administrative Agent shall be
      entitled to recover such amount made available by the Administrative Agent
      with
      interest thereon at the rate per annum applicable to Base Rate Loans hereunder,
      on demand, from the Borrower.  The failure of any Lender to make
      available its Commitment Percentage of any Loan requested by the Borrower shall
      not relieve it or any other Lender of its obligation, if any, hereunder to
      make
      its Commitment Percentage of such Loan available on the borrowing date, but
      no
      Lender shall be responsible for the failure of any other Lender to make its
      Commitment Percentage of such Loan available on the borrowing
      date.  Notwithstanding anything set forth herein to the contrary, any
      Lender that fails to make available its Commitment Percentage of any Loan shall
      not (a) have any voting or consent rights under or with respect to any Loan
      Document or (b) constitute a “Lender” (or be included in the calculation of
      Required Lenders hereunder) for any voting or consent rights under or with
      respect to any Loan Document.

     

    Section
      4.8  Changed
      Circumstances.

     

    (a)  Circumstances
      Affecting LIBOR Rate Availability.  If with respect to any
      Interest Period the Administrative Agent or any Lender (after consultation
      with
      the Administrative Agent) shall determine that, by reason of circumstances
      affecting the foreign exchange and interbank markets generally, deposits in
      eurodollars, in the applicable amounts are not being quoted via the Reuters
      Screen LIBOR01 Page or offered to the Administrative Agent or such Lender for
      such Interest Period, then the Administrative Agent shall forthwith give notice
      thereof to the Borrower.  Thereafter, until the Administrative Agent
      notifies the Borrower that such circumstances no longer exist, the obligation
      of
      the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert
      any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and
      the Borrower shall repay in full (or cause to be repaid in full) the then
      outstanding principal amount of each such LIBOR Rate Loan together with accrued
      interest thereon, on the last day of the then current Interest Period applicable
      to such LIBOR Rate Loan or convert the then outstanding principal amount of
      each
      such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest
      Period.

     

    (b)  Laws
      Affecting LIBOR Rate Availability.  If, after the date hereof, the
      introduction of, or any Change in Law or any change in the interpretation or
      administration thereof by any Governmental Authority, central bank or comparable
      agency charged with the interpretation or administration thereof, or compliance
      by any of the Lenders (or any of their respective Lending Offices) with any
      request or directive (whether or not having the force of law) of any such
      Governmental Authority, central bank or comparable agency, shall make it
      unlawful or impossible for any of the Lenders (or any of their respective
      Lending Offices) to honor its obligations hereunder to make or maintain any
      LIBOR Rate Loan, such Lender shall promptly give notice thereof to the
      Administrative Agent and the Administrative Agent shall promptly give notice
      to
      the Borrower and the other Lenders.  Thereafter, until the
      Administrative Agent notifies the Borrower that such circumstances no longer
      exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the
      right
      of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan
      shall be suspended and thereafter the Borrower may select only Base Rate Loans
      hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain
      a LIBOR Rate Loan to the end of the then current Interest Period applicable
      thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately
      be converted to a Base Rate Loan for the remainder of such Interest
      Period.

     

    Section
      4.9  Indemnity.  The
      Borrower hereby indemnifies each of the Lenders against any loss or expense
      which may arise or be attributable to each Lender’s obtaining, liquidating or
      employing deposits or other funds acquired to effect, fund or maintain any
      Loan
      (a) as a consequence of any failure by the Borrower to make any payment when
      due
      of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to
      any
      failure of the Borrower to borrow, continue or convert on a date specified
      therefor in a Notice of Borrowing or Notice of Conversion/Continuation or
      (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on
      a date other than the last day of the Interest Period therefor.  The
      amount of such loss or expense shall be determined, in the applicable Lender’s
      sole discretion, based upon the assumption that such Lender funded its
      Commitment Percentage of the LIBOR Rate Loans in the London interbank market
      and
      using any reasonable attribution or averaging methods which such Lender deems
      appropriate and practical.  A certificate of such Lender setting forth
      the basis for determining such amount or amounts necessary to compensate such
      Lender shall be forwarded to the Borrower through the Administrative Agent
      and
      shall be conclusively presumed to be correct save for manifest
      error.

     

    Section
      4.10  Increased
      Costs.

     

    (a)  Increased
      Costs Generally.  If any Change in Law shall:

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or advances, loans or other credit extended or participated
      in
      by, any Lender (except any reserve requirement reflected in the LIBOR Rate)
      or
      the applicable Issuing Lender;

     

    (ii)  subject
      any Lender or any Issuing Lender to any tax of any kind whatsoever with respect
      to this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or any LIBOR Rate Loan made by it, or change the basis of taxation of payments
      to such Lender or such Issuing Lender in respect thereof (except for Indemnified
      Taxes or Other Taxes covered by Section 4.11 and the imposition of, or
      any change in the rate of any Excluded Tax payable by such
      Lender or such Issuing Lender); or

     

    (iii)  impose
      on
      any Lender or any Issuing Lender or the London interbank market any other
      condition, cost or expense affecting this Agreement or LIBOR Rate Loans made
      by
      such Lender or any Letter of Credit or participation therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making, converting into or maintaining any LIBOR Rate Loan (or of maintaining
      its obligation to make any such Loan), or to increase the cost to such Lender
      or
      such Issuing Lender of participating in, issuing or maintaining any Letter
      of
      Credit (or of maintaining its obligation to participate in or to issue any
      Letter of Credit), or to reduce the amount of any sum received or receivable
      by
      such Lender or such Issuing Lender hereunder (whether of principal, interest
      or
      any other amount) then, upon request of such Lender or such Issuing Lender,
      the
      Borrower shall promptly pay to any such Lender or such Issuing Lender, as the
      case may be, such additional amount or amounts as will compensate such Lender
      or
      such Issuing Lender, as the case may be, for such additional costs incurred
      or
      reduction suffered.

     

    (b)  Capital
      Requirements.  If any Lender or any Issuing Lender determines that
      any Change in Law affecting such Lender or such Issuing Lender or any lending
      office of such Lender or such Lender’s or such Issuing Lender’s holding company,
      if any, regarding capital requirements has or would have the effect of reducing
      the rate of return on such Lender’s or such Issuing Lender’s capital or on the
      capital of such Lender’s or such Issuing Lender’s holding company, if any, as a
      consequence of this Agreement, the Commitment of such Lender or the Loans made
      by, or participations in Letters of Credit held by, such Lender, or the Letters
      of Credit issued by such Issuing Lender, to a level below that which such Lender
      or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company
      could have achieved but for such Change in Law (taking into consideration such
      Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or
      such Issuing Lender’s holding company with respect to capital adequacy), then
      from time to time the Borrower shall promptly pay to such Lender or such Issuing
      Lender, as the case may be, such additional amount or amounts as will compensate
      such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s
      holding company for any such reduction suffered.

     

    (c)  Certificates
      for Reimbursement.  A certificate of a Lender or an Issuing Lender
      setting forth the amount or amounts necessary to compensate such Lender or
      such
      Issuing Lender or its holding company, as the case may be, as specified in
      paragraph (a) or (b) of this Section and delivered to the Borrower shall be
      conclusive absent manifest error.  The Borrower shall pay such Lender
      or such Issuing Lender, as the case may be, the amount shown as due on any
      such
      certificate within ten (10) days after receipt thereof.

     

    (d)  Delay
      in Requests.  Failure or delay on the part of any Lender or any
      Issuing Lender to demand compensation pursuant to this Section shall not
      constitute a waiver of such Lender’s or such Issuing Lender’s right to demand
      such compensation; provided that the Borrower shall not be required to
      compensate a Lender or any Issuing Lender pursuant to this Section for any
      increased costs incurred or reductions suffered more than nine months prior
      to
      the date that such Lender or such Issuing Lender, as the case may be, notifies
      the Borrower of the Change in Law giving rise to such increased costs or
      reductions and of such Lender’s or such Issuing Lender’s intention to claim
      compensation therefor (except that, if the Change in Law giving rise to such
      increased costs or reductions is retroactive, then the nine-month period
      referred to above shall be extended to include the period of retroactive effect
      thereof).

     

    Section
      4.11  Taxes.

     

    (a)  Payments
      Free of Taxes.  Any and all payments by or on account of any
      obligation of the Borrower hereunder or under any other Loan Document shall
      be
      made free and clear of and without reduction or withholding for any Indemnified
      Taxes or Other Taxes; provided that if the Borrower shall be required by
      applicable law to deduct any Indemnified Taxes (including any 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, Lender
      or
      such Issuing 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 shall
      make such deductions and (iii) the Borrower shall timely pay the full amount
      deducted to the relevant Governmental Authority in accordance with applicable
      law.

     

    (b)  Payment
      of Other Taxes by the Borrower. Without limiting the provisions of paragraph
      (a) above, the Borrower shall timely pay any Other Taxes to the relevant
      Governmental Authority in accordance with applicable law.

     

    (c)  Indemnification
      by the Borrower. The Borrower shall indemnify the Administrative Agent, each
      Lender and each Issuing Lender, within ten (10) days after demand therefor,
      for
      the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
      Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
      under this Section) paid by the Administrative Agent, such Lender or such
      Issuing Lender, as the case may be, 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
      an
      Issuing Lender (with a copy to the Administrative Agent), or by the
      Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
      Lender, shall be conclusive absent manifest error.

     

    (d)  Evidence
      of Payments. As soon as practicable after any payment of Indemnified Taxes
      or Other Taxes by the Borrower 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)  Status
      of Lenders. 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 resident for tax purposes, or any treaty to which such jurisdiction
      is a party, with respect to payments hereunder or under any other Loan Document
      shall deliver to the Borrower (with a copy to the Administrative Agent), at
      the
      time or times prescribed by applicable law or reasonably requested by the
      Borrower or the Administrative Agent, such properly completed and executed
      documentation prescribed by applicable law as will permit such payments to
      be
      made without withholding or at a reduced rate of withholding.  In
      addition, any Lender, if requested by the Borrower or the Administrative Agent,
      shall deliver such other documentation prescribed by applicable law or
      reasonably requested by the Borrower or the Administrative Agent as will enable
      the Borrower or the Administrative Agent to determine whether or not such Lender
      is subject to backup withholding or information reporting
      requirements.  Without limiting the generality of the foregoing, in
      the event that the Borrower is a resident for tax purposes in the United States,
      any Foreign Lender shall deliver to the Borrower and the Administrative Agent
      (in such number of copies as shall be requested by the recipient) on or prior
      to
      the date on which such Foreign Lender becomes a Lender under this Agreement
      (and
      from time to time thereafter upon the request of the Borrower or the
      Administrative Agent, but only if such Foreign Lender is legally entitled to
      do
      so), whichever of the following is applicable:

     

    (i)  duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States is a
      party,

     

    (ii)  duly
      completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)  in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under section 881(c) of the Code, (x) a certificate to the effect
      that
      such Foreign Lender is not (A) a “bank” within the meaning of section
      881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
      the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
      corporation” described in section 881(c)(3)(C) of the Code and (y) duly
      completed copies of Internal Revenue Service Form W-8BEN, or

     

    (iv)  any
      other
      form prescribed by applicable law as a basis for claiming exemption from or
      a
      reduction in United States Federal withholding tax duly completed together
      with
      such supplementary documentation as may be prescribed by applicable law to
      permit the Borrower to determine the withholding or deduction required to be
      made.

     

    (f)  Treatment
      of Certain Refunds. If the Administrative Agent, a Lender or an Issuing
      Lender determines, in its sole discretion, that it has received a refund of
      any
      Taxes or Other Taxes as to which it has been indemnified by the Borrower or
      with
      respect to which the Borrower has paid additional amounts pursuant to this
      Section, it shall pay to the Borrower an amount equal to such refund (but only
      to the extent of indemnity payments made, or additional amounts paid, by the
      Borrower under this Section with respect to the Taxes or Other Taxes giving
      rise
      to such refund), net of all out-of-pocket expenses of the Administrative Agent,
      such Lender or such Issuing Lender, as the case may be, and without interest
      (other than any interest paid by the relevant Governmental Authority with
      respect to such refund); provided that the Borrower, upon the request of
      the Administrative Agent, such Lender or such Issuing Lender, agrees to repay
      the amount paid over to the Borrower (plus any penalties, interest or other
      charges imposed by the relevant Governmental Authority) to the Administrative
      Agent, such Lender or such Issuing Lender in the event the Administrative Agent,
      such Lender or such Issuing Lender is required to repay such refund to such
      Governmental Authority.  This paragraph shall not be construed to
      require the Administrative Agent, any Lender or any Issuing Lender to make
      available its tax returns (or any other information relating to its taxes which
      it deems confidential) to the Borrower or any other Person.

     

    (g)  Survival.  Without
      prejudice to the survival of any other agreement of the Borrower hereunder,
      the
      agreements and obligations of the Borrower contained in this Section shall
      survive the payment in full of the Obligations and the termination of the
      Commitments.

     

    Section
      4.12  Mitigation
      Obligations; Replacement of Lenders.

     

    (a)  Designation
      of a Different Lending Office. If any Lender requests compensation under
Section 4.10, or requires the Borrower to pay any additional amount to
      any Lender or any Governmental Authority for the account of any Lender pursuant
      to Section 4.11, then such Lender shall use reasonable efforts to
      designate a different lending office for funding or booking its Loans hereunder
      or to assign its rights and obligations hereunder to another of its offices,
      branches or affiliates, if, in the judgment of such Lender, such designation
      or
      assignment (i) would eliminate or reduce amounts payable pursuant to Section
      4.10 or Section 4.11, as the case may be, in the future and (ii)
      would not subject such Lender to any unreimbursed cost or expense and would
      not
      otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
      pay
      all reasonable costs and expenses incurred by any Lender in connection with
      any
      such designation or assignment.

     

    (b)  Replacement
      of Lenders.  If any Lender requests compensation under Section
      4.10, or if the Borrower is required to pay any additional amount to any
      Lender or any Governmental Authority for the account of any Lender pursuant
      to
Section 4.11, or if any Lender defaults in its obligation to fund Loans
      hereunder, then the Borrower may, at its sole expense and effort, upon notice
      to
      such Lender and the Administrative Agent, require such Lender to assign and
      delegate, without recourse (in accordance with and subject to the restrictions
      contained in, and consents required by, Section 13.10), all of its
      interests, rights and obligations under this Agreement and the related Loan
      Documents to an assignee that shall assume such obligations (which assignee
      may
      be another Lender, if a Lender accepts such assignment); provided
      that:

     

    (i)  the
      Borrower shall have paid to the Administrative Agent the assignment fee
      specified in Section 13.10;

     

    (ii)  such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and participations in Letters of Credit, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and under
      the other Loan Documents (including any amounts under Section 4.9) from
      the assignee (to the extent of such outstanding principal and accrued interest
      and fees) or the Borrower (in the case of all other amounts);

     

    (iii)  in
      the
      case of any such assignment resulting from a claim for compensation under
Section 4.10 or payments required to be made pursuant to Section
      4.11, such assignment will result in a reduction in such compensation or
      payments thereafter; and

     

    (iv)  such
      assignment does not conflict with Applicable Law.

     

    A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.

     

    Section
      4.13  Security.  The
      Obligations of the Borrower shall be secured as provided in the Security
      Documents.

     

    ARTICLE
      V

    CLOSING;
      CONDITIONS OF CLOSING AND BORROWING

     

    Section
      5.1  Closing.  The
      closing shall take place at the offices of Kennedy Covington Lobdell &
Hickman, L.L.P. at 10:00 a.m. on July 31, 2007 or on such other place, date
      and
      time as the parties hereto shall mutually agree.

     

    Section
      5.2  Conditions
      to Closing and Initial Extensions of Credit.  The
      obligation of the Lenders to close this Agreement and to make the initial Loan
      or issue or participate in the initial Letter of Credit, if any, is subject
      to
      the satisfaction of each of the following conditions:

     

    (a)  Executed
      Loan Documents.  This Agreement, a Revolving Credit Note in favor
      of each Lender requesting a Revolving Credit Note, a Swingline Note in favor
      of
      the Swingline Lender (if requested thereby), the Guaranty Agreement and the
      Security Documents, together with any other applicable Loan Documents, shall
      have been duly authorized, executed and delivered to the Administrative Agent
      by
      the parties thereto, shall be in full force and effect and no Default or Event
      of Default shall exist hereunder or thereunder.

     

    (b)  Closing
      Certificates; Etc.  The Administrative Agent shall have received
      each of the following in form and substance reasonably satisfactory to the
      Administrative Agent:

     

    (i)  Officer’s
      Certificate.  A certificate from a Responsible Officer of the
      Borrower to the effect that (A) all representations and warranties contained
      in
      this Agreement and the other Loan Documents are true, correct and complete
      in
      all material respects; provided that any representation or warranty that
      is qualified by materiality or by reference to Material Adverse Effect shall
      be
      true, correct and complete in all respects; (B) neither the Borrower nor any
      of
      its Subsidiaries is in violation of any of the covenants contained in this
      Agreement and the other Loan Documents; (C) after giving effect to the
      transactions contemplated by this Agreement, no Default or Event of Default
      has
      occurred and is continuing; and (D) the Borrower and its Subsidiaries have
      satisfied each of the conditions set forth in Section 5.2 and Section
      5.3.

     

    (ii)  Certificate
      of Secretary of each Credit Party.  A certificate of a Responsible
      Officer of each Credit Party certifying as to the incumbency and genuineness
      of
      the signature of each officer of such Credit Party executing Loan Documents
      to
      which it is a party and certifying that attached thereto is a true, correct
      and
      complete copy of (A) the articles or certificate of incorporation or formation
      of such Credit Party and all amendments thereto, certified as of a recent date
      by the appropriate Governmental Authority in its jurisdiction of incorporation
      or formation, (B) the bylaws or other governing document of such Credit Party
      as
      in effect on the Closing Date, (C) resolutions duly adopted by the board of
      directors or other governing body of such Credit Party authorizing the
      transactions contemplated hereunder and the execution, delivery and performance
      of this Agreement and the other Loan Documents to which it is a party, and
      (D)
      each certificate required to be delivered pursuant to Section
      5.2(b)(iii).

     

    (iii)  Certificates
      of Good Standing.  Certificates as of a recent date of the good
      standing of each Credit Party under the laws of its jurisdiction of organization
      and, to the extent requested by the Administrative Agent, each other
      jurisdiction where such Credit Party is qualified to do business and, to the
      extent available, a certificate of the relevant taxing authorities of such
      jurisdictions certifying that such Credit Party has filed required tax returns
      and owes no delinquent taxes.

     

    (iv)  Opinions
      of Counsel.  Favorable opinions of counsel to the Credit Parties
      addressed to the Administrative Agent and the Lenders with respect to the Credit
      Parties, the Loan Documents and such other matters as the Lenders shall request,
      each in form and substance satisfactory to the Administrative
      Agent.

     

    (v)  Tax
      Forms.  Copies of the United States Internal Revenue Service forms
      required by Section 4.11(e).

     

    (c)  Personal
      Property Collateral.

     

    (i)  Filings
      and Recordings.  The Administrative Agent shall have received all
      filings and recordations that are necessary to perfect the security interests
      of
      the Administrative Agent, on behalf of itself and the other Secured Parties,
      in
      the Collateral shall have been received by the Administrative Agent and the
      Administrative Agent shall have received evidence and evidence reasonably
      satisfactory to the Administrative Agent that upon such filings and recordations
      such security interests constitute valid and perfected first priority Liens
      thereon.

     

    (ii)  Pledged
      Collateral.  The Administrative Agent shall have received (A)
      original stock certificates or other certificates evidencing the Capital Stock
      pledged pursuant to the Security Documents, together with an undated stock
      power
      for each such certificate duly executed in blank by the registered owner thereof
      and (B) each original promissory note pledged pursuant to the Security
      Documents.

     

    (iii)  Lien
      Search. The Administrative Agent shall have received the results of a Lien
      search (including a search as to judgments, pending litigation and tax matters),
      in form and substance reasonably satisfactory thereto, made against the Credit
      Parties under the Uniform Commercial Code (or applicable judicial docket) as
      in
      effect in any state in which any of the assets of such Credit Party are located,
      indicating among other things that its assets are free and clear of any Lien
      except for Permitted Liens.

     

    (iv)  Hazard
      and Liability Insurance.  The Administrative Agent shall have
      received certificates of property hazard, business interruption and liability
      insurance, evidence of payment of all insurance premiums for the current policy
      year of each (naming the Administrative Agent as loss payee (and mortgagee,
      as
      applicable) on all certificates for property hazard insurance and as additional
      insured on all certificates for liability insurance), and, if requested by
      the
      Administrative Agent, copies (certified by a Responsible Officer) of insurance
      policies in the form required under the Security Documents and otherwise in
      form
      and substance reasonably satisfactory to the Administrative Agent.

     

    (d)  Consents;
      Defaults.

     

    (i)  Governmental
      and Third Party Approvals.  The Credit Parties shall have received
      all material governmental, shareholder and third party consents and approvals
      necessary (or any other material consents as determined in the reasonable
      discretion of the Administrative Agent) in connection with the transactions
      contemplated by this Agreement and the other Loan Documents and the other
      transactions contemplated hereby and all applicable waiting periods shall have
      expired without any action being taken by any Person that could reasonably
      be
      expected to restrain, prevent or impose any material adverse conditions on
      any
      of the Credit Parties or such other transactions or that could seek or threaten
      any of the foregoing, and no law or regulation shall be applicable which in
      the
      reasonable judgment of the Administrative Agent could reasonably be expected
      to
      have such effect.

     

    (ii)  No
      Injunction, Etc.  No action, proceeding, investigation, regulation
      or legislation shall have been instituted, threatened or proposed before any
      Governmental Authority to enjoin, restrain, or prohibit, or to obtain
      substantial damages in respect of, or which is related to or arises out of
      this
      Agreement or the other Loan Documents or the consummation of the transactions
      contemplated hereby or thereby, or which, in the Administrative Agent’s sole
      discretion, would make it inadvisable to consummate the transactions
      contemplated by this Agreement or the other Loan Documents or the consummation
      of the transactions contemplated hereby or thereby.

     

    (e)  Financial
      Matters.

     

    (i)  Financial
      Statements and Projections.  The Administrative Agent shall have
      received copies of the following, in each case in form and substance
      satisfactory to the Administrative Agent:

     

    (A)  Interim
      unaudited financial statements for the Borrower and its Subsidiaries for the
      fiscal quarter ended June 30, 2007 (solely to the extent that such financial
      statements are available on or before the Closing Date);

     

    (B)  Audited
      consolidated financial statements for D3 and its Subsidiaries for fiscal years
      2004, 2005 and 2006 and interim unaudited financial statements for D3 for (x)
      the fiscal quarter ended March 31, 2007 and (y) for the fiscal quarter ended
      June 30, 2007 (solely to the extent that such financial statements for such
      fiscal quarter ending June 30, 2007 are available on or before the Closing
      Date);

     

    (C)  A
      Pro forma balance sheet for the
      Borrower and its Subsidiaries (including, without limitation, D3) as of the
      Closing Date giving pro forma effect
      to the Transactions; and

     

    (D)  Annual
      projections prepared by management of the Borrower of balance sheets, income
      statements and cashflow statements of the Borrower and its Subsidiaries for
      the
      five (5) years following the Closing Date (and which will not be inconsistent
      with information previously provided to the Administrative Agent).

     

    (ii)  Financial
      Condition Certificate.  The Borrower shall have delivered to the
      Administrative Agent a certificate, in form and substance reasonably
      satisfactory to the Administrative Agent, and certified as accurate by a
      Responsible Officer, that (A) after giving effect to the Transactions, the
      Borrower and each of its Subsidiaries are each Solvent, (B) attached thereto
      are
      calculations evidencing compliance on a proforma basis with the
      covenants contained in Article IX hereof, (C) the financial
      projections previously delivered to the Administrative Agent represent the
      good
      faith estimates (utilizing reasonable assumptions) of the financial condition
      and operations of the Borrower and its Subsidiaries, (D) attached thereto is
      a
      calculation of the Applicable Margin and (E) attached thereto is a calculation
      of the Total Leverage Ratio, calculated as of the Closing Date after giving
      proforma effect to the Transactions, demonstrating that the Total
      Leverage Ratio for the twelve month period ended as of the
      most recent month end prior to the Closing Date for which financing statements
      are available does not exceed 2.00 to 1.00.

     

    (iii)  Payment
      at Closing; Fee Letters. The Borrower shall have paid to the Administrative
      Agent and the Lenders the fees set forth or referenced in Section 4.3 to
      the extent payable on the Closing Date, and any other accrued and unpaid fees
      or
      commissions due hereunder (including, without limitation, legal fees and
      expenses) and to any other Person such amount as may be due thereto in
      connection with the transactions contemplated hereby, including all taxes,
      fees
      and other charges in connection with the execution, delivery, recording, filing
      and registration of any of the Loan Documents.

     

    (f)  Intercompany
      Indebtedness.  The Lenders shall be satisfied with the amount,
      terms, conditions and holders of all intercompany indebtedness and all material
      indebtedness and other material liabilities owing to third parties to be
      outstanding on and after the Closing Date.

     

    (g)  Acquisition.

     

    (i)  The
      Administrative Agent shall have received, in form and substance reasonably
      satisfactory to the Administrative Agent, copies of the Acquisition Agreement,
      each other Related Document and each other aspect of the
      Transactions;

     

    (ii)  The
      Administrative Agent shall have received, in form and substance reasonably
      satisfactory to the Administrative Agent, evidence that all governmental and
      third-party consents and approvals required to be obtained as a condition of
      the
      Sellers obligation to consummate the Acquisition pursuant to the terms of the
      Acquisition Agreement, have been obtained; and

     

    (iii)  The
      Acquisition has been, or will concurrently be consummated in accordance with
      the
      terms and conditions of the Acquisition Agreement (including, without
      limitation, a cash purchase price of no more than $75,000,000) without any
      waiver, modification or consent thereunder that is materially adverse to the
      Lenders (as reasonably determined by the Administrative Agent) unless approved
      by the Administrative Agent.

     

    (h)  Revolving
      Credit Facility Availability.  After giving effect to all
      Extensions of Credit occurring on the Closing Date, the Borrower shall have
      unused Commitments of not less than $30,000,000.

     

    (i)  Miscellaneous.

     

    (i)  Notice
      of Borrowing.  The Administrative Agent shall have received a
      Notice of Borrowing from the Borrower in accordance with Section 2.3(a)
      and a Notice of Account Designation specifying the account or accounts to which
      the proceeds of any Loans made after the Closing Date are to be
      disbursed.

     

    (ii)  Due
      Diligence.  The Administrative Agent shall have completed, to its
      satisfaction, all corporate documentation and other legal due diligence with
      respect to the Transactions and the business, assets, liabilities, operations
      and condition (financial or otherwise) of the Borrower and its Subsidiaries
      in
      scope and determination satisfactory to the Administrative Agent in its sole
      discretion.

     

    (iii)  Existing
      Facilities.  The Existing Facilities and all other existing
      Indebtedness (other than Indebtedness permitted under Section 10.1) shall
      be concurrently repaid in full and terminated on the Closing Date and all
      collateral security therefor shall be released, and the Administrative Agent
      shall have received one or more pay-off letters in form and substance
      satisfactory to it evidencing such repayment, termination, reconveyance and
      release.

     

    (iv)  Ownership
      Structure.  The capital and ownership structure and the
      shareholding arrangements of the Borrower and its Subsidiaries, after giving
      effect to the Transactions, shall be reasonably satisfactory to the
      Administrative Agent.

     

    (v)  Subsidiary
      Dividends.  The Administrative Agent shall be satisfied there are
      no material restrictions on the ability of any Subsidiary of the Borrower to
      pay
      dividends or distributions to, or otherwise advance, directly or indirectly,
      funds to the Borrower.

     

    (vi)  Patriot
      Act.  The Borrower and each of its Subsidiaries shall have
      provided to the Administrative Agent and the Lenders the documentation and
      other
      information requested by the Administrative Agent in order to comply with
      requirements of the Act.

     

    (vii)  Other
      Documents.  All opinions, certificates and other instruments and
      all proceedings in connection with the transactions contemplated by this
      Agreement shall be in form and substance satisfactory to the Administrative
      Agent.  The Administrative Agent shall have received copies of all
      other documents, certificates and instruments reasonably requested thereby,
      with
      respect to the transactions contemplated by this Agreement.

     

    Section
      5.3  Conditions
      to All Extensions of Credit.  The
      obligations of the Lenders to make any Extensions of Credit (including the
      initial Extension of Credit), convert or continue any Loan and/or any Issuing
      Lender to issue or extend any Letter of Credit are subject to the satisfaction
      of the following conditions precedent on the relevant borrowing, continuation,
      conversion, issuance or extension date:

     

    (a)  Continuation
      of Representations and Warranties.  Each representation and
      warranty contained in this Agreement and the other Loan Documents shall be
      true,
      correct and complete in all material respects on and as of such borrowing,
      continuation, conversion, issuance or extension date with the same effect as
      if
      made on and as of such date, except for any representation and warranty made
      as
      of an earlier date, which representation and warranty shall remain true, correct
      and complete in all material respects as of such earlier date; provided,
      that any representation or warranty that is qualified by materiality or by
      reference to Material Adverse Effect shall be true, correct and complete in
      all
      respects on and as of such borrowing, continuation, conversion, issuance or
      extension date.

     

    (b)  No
      Existing Default.  No Default or Event of Default shall have
      occurred and be continuing (i) on the borrowing, continuation or conversion
      date
      with respect to such Loan or after giving effect to the Loans to be made,
      continued or converted on such date or (ii) on the issuance or extension date
      with respect to such Letter of Credit or after giving effect to the issuance
      or
      extension of such Letter of Credit on such date.

     

    (c)  Notices.  The
      Administrative Agent shall have received a Notice of Borrowing or Notice of
      Conversion/Continuation, as applicable, from the Borrower in accordance with
      Section 2.3(a) and Section 4.2.

     

    (d)  Additional
      Documents.  The Administrative Agent shall have received each
      additional document, instrument, legal opinion or other item referred to in,
      or
      contemplated by, any Loan Document, in each case as reasonably requested by
      it.

     

    Section
      5.4  Post-Closing
      Conditions.  On
      or prior to the Post-Closing Deadline, the Administrative Agent shall have
      received the following:

     

    (a)  A
      landlord agreement with respect to the real property leased by D3 Technologies,
      Inc. which is located at 4838 Ronson Court, Suite L&A, San Diego,
      California; and

     

    (b)  A
      landlord agreement with respect to the real property leased by LMI Finishing,
      Inc. which is located at 1120 Main Parkway, Catoosa, Oklahoma;

     

    provided
      that the Borrower shall not be required to deliver any such landlord agreement
      to the extent that the Administrative Agent determines that that Borrower has
      used commercially reasonable efforts to obtain such landlord agreement and
      is
      unable to do so.

     

    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF THE BORROWER

     

    Section
      6.1  Representations
      and Warranties.  To
      induce the Administrative Agent and Lenders to enter into this Agreement and
      to
      induce the Lenders to make Extensions of Credit, the Borrower hereby represents
      and warrants to the Administrative Agent and Lenders both before and after
      giving effect to the transactions contemplated hereunder that:

     

    (a)  Organization;
      Power; Qualification.  Each of the Borrower and its Subsidiaries
      (i) is duly organized, validly existing and in good standing under the laws
      of
      the jurisdiction of its incorporation or formation, (ii) has the power and
      authority to own its properties and to carry on its business as now being and
      hereafter proposed to be conducted and (iii) is duly qualified and authorized
      to
      do business in each jurisdiction in which the character of its properties or
      the
      nature of its business requires such qualification and authorization except
      where the failure to be so qualified would not have a Material Adverse
      Effect.  The jurisdictions in which the Borrower and its Subsidiaries
      are organized and qualified to do business as of the Closing Date are described
      on Schedule 6.1(a).

     

    (b)  Ownership.  Each
      Subsidiary of the Borrower as of the Closing Date is listed on Schedule
      6.1(b).  As of the Closing Date, the capitalization of the
      Borrower and its Subsidiaries consists of the number of shares or other
      ownership interests, authorized, issued and outstanding, of such classes and
      series, with or without par value, described on Schedule
      6.1(b).  All outstanding shares or other ownership interests have
      been duly authorized and validly issued and are fully paid and nonassessable,
      with no personal liability attaching to the ownership thereof, and not subject
      to any preemptive or similar rights.  The shareholders (or members,
      partners or other owners, as applicable) of the Subsidiaries of the Borrower
      and
      the number of shares or other ownership interests owned by each as of the
      Closing Date are described on Schedule 6.1(b).  As of the
      Closing Date, there are no outstanding stock purchase warrants, subscriptions,
      options, securities, instruments or other rights of any type or nature
      whatsoever, which are convertible into, exchangeable for or otherwise provide
      for or permit the issuance of Capital Stock of the Borrower or its Subsidiaries,
      except as described on Schedule 6.1(b).

     

    (c)  Authorization
      of Agreement, Loan Documents and Borrowing. Each of the Borrower and its
      Subsidiaries has the right, power and authority and has taken all necessary
      corporate and other action to authorize the execution, delivery and performance
      of this Agreement and each of the other Loan Documents to which it is a party
      in
      accordance with their respective terms.  This Agreement and each of
      the other Loan Documents has been duly executed and delivered by the duly
      authorized officers of the Borrower and each of its Subsidiaries party thereto,
      and each such document constitutes the legal, valid and binding obligation
      of
      the Borrower and each Subsidiary party thereto, enforceable in accordance with
      its terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar state or federal debtor relief
      laws from time to time in effect which affect the enforcement of creditors’
rights in general and the availability of equitable remedies.

     

    (d)  Compliance
      of Agreement, Loan Documents and Borrowing with Laws, Etc.  The
      execution, delivery and performance by the Borrower and its Subsidiaries of
      the
      Loan Documents to which each such Person is a party, in accordance with their
      respective terms, the Extensions of Credit hereunder and the transactions
      contemplated hereby do not and will not, by the passage of time, the giving
      of
      notice or otherwise, (i) require any Governmental Approval or violate any
      Applicable Law relating to the Borrower or any of its Subsidiaries, (ii)
      conflict with, result in a breach of or constitute a default under the articles
      of incorporation, bylaws or other organizational documents of the Borrower
      or
      any of its Subsidiaries or any indenture, agreement or other instrument to
      which
      such Person is a party or by which any of its properties may be bound or any
      Governmental Approval relating to such Person, (iii) result in or require the
      creation or imposition of any Lien upon or with respect to any property now
      owned or hereafter acquired by such Person other than Liens arising under the
      Loan Documents or (iv) require any consent or authorization of, filing with,
      or
      other act in respect of, an arbitrator or Governmental Authority and no consent
      of any other Person is required in connection with the execution, delivery,
      performance, validity or enforceability of this Agreement.

     

    (e)  Compliance
      with Law; Governmental Approvals.  Each of the Borrower and its
      Subsidiaries (i) has all Governmental Approvals required by any Applicable
      Law
      for it to conduct its business, each of which is in full force and effect,
      is
      final and not subject to review on appeal and is not the subject of any pending
      or, to the best of its knowledge, threatened attack by direct or collateral
      proceeding, (ii) is in compliance with each Governmental Approval applicable
      to
      it and in compliance with all other Applicable Laws relating to it or any of
      its
      respective properties and (iii) has timely filed all material reports, documents
      and other materials required to be filed by it under all Applicable Laws with
      any Governmental Authority and has retained all material records and documents
      required to be retained by it under Applicable Law, except in each case (i),
      (ii) or (iii) where the failure to have, comply or file could not reasonably
      be
      expected to have a Material Adverse Effect.

     

    (f)  Tax
      Returns and Payments.  Each of the Borrower and its Subsidiaries
      has duly filed or caused to be filed all federal, state, local and other tax
      returns required by Applicable Law to be filed, and has paid, or made adequate
      provision for the payment of, all federal, state, local and other taxes,
      assessments and governmental charges or levies upon it and its property, income,
      profits and assets which are due and payable.  Such returns accurately
      reflect in all material respects all liability for taxes of the Borrower and
      its
      Subsidiaries for the periods covered thereby.  Except as set forth in
      Schedule 6.1(f), there is no ongoing audit or examination or, to the knowledge
      of the Borrower, other investigation by any Governmental Authority of the tax
      liability of the Borrower and its Subsidiaries.  No Governmental
      Authority has asserted any Lien or other claim against the Borrower or any
      Subsidiary thereof with respect to unpaid taxes which has not been discharged
      or
      resolved.  The charges, accruals and reserves on the books of the
      Borrower and any of its Subsidiaries in respect of federal, state, local and
      other taxes for all Fiscal Years and portions thereof since the organization
      of
      the Borrower and any of its Subsidiaries are in the judgment of the Borrower
      adequate, and the Borrower does not anticipate any additional taxes or
      assessments for any of such years.

     

    (g)  Intellectual
      Property Matters.  Each of the Borrower and its Subsidiaries owns
      or possesses rights to use all franchises, licenses, copyrights, copyright
      applications, patents, patent rights or licenses, patent applications,
      trademarks, trademark rights, service mark, service mark rights, trade names,
      trade name rights, copyrights and rights with respect to the foregoing which
      are
      required to conduct its business.  No event has occurred which
      permits, or after notice or lapse of time or both would permit, the revocation
      or termination of any such rights, and neither the Borrower nor any Subsidiary
      thereof is liable to any Person for infringement under Applicable Law with
      respect to any such rights as a result of its business operations.

     

    (h)  Environmental
      Matters.

     

    (i)  The
      properties owned, leased or operated by the Borrower and its Subsidiaries now
      or
      in the past do not contain, and to their knowledge, have not previously
      contained, any Hazardous Materials in amounts or concentrations which (A)
      constitute or constituted a violation of applicable Environmental Laws or (B)
      could give rise to liability under applicable Environmental Laws, except where
      such violation or liability could not reasonably be expected, individually
      or in
      the aggregate, to have a Material Adverse Effect;

     

    (ii)  The
      Borrower, each Subsidiary and such properties and all operations conducted
      in
      connection therewith are in compliance, and have been in compliance, with all
      applicable Environmental Laws, and there is no contamination at, under or about
      such properties or such operations which could interfere with the continued
      operation of such properties or impair the fair saleable value thereof, except
      for any such noncompliance or contamination that could not reasonably be
      expected, individually or in the aggregate, to have a Material Adverse
      Effect;

     

    (iii)  Neither
      the Borrower nor any Subsidiary thereof has received any notice of violation,
      alleged violation, non-compliance, liability or potential liability regarding
      environmental matters, Hazardous Materials, or compliance with Environmental
      Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason
      to believe that any such notice will be received or is being threatened, except
      where such violation, alleged violation, non-compliance, liability or potential
      liability which is the subject of such notice could not reasonably be expected,
      individually or in the aggregate, to have a Material Adverse
      Effect;

     

    (iv)  Hazardous
      Materials have not been transported or disposed of to or from the properties
      owned, leased or operated by the Borrower and its Subsidiaries in violation
      of,
      or in a manner or to a location which could give rise to liability under,
      Environmental Laws, nor have any Hazardous Materials been generated, treated,
      stored or disposed of at, on or under any of such properties in violation of,
      or
      in a manner that could give rise to liability under, any applicable
      Environmental Laws, except where such violation or liability could not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect;

     

    (v)  No
      judicial proceedings or governmental or administrative action is pending, or,
      to
      the knowledge of the Borrower, threatened, under any Environmental Law to which
      the Borrower or any Subsidiary thereof is or will be named as a potentially
      responsible party with respect to such properties or operations conducted in
      connection therewith, nor are there any consent decrees or other decrees,
      consent orders, administrative orders or other orders, or other administrative
      or judicial requirements outstanding under any Environmental Law with respect
      to
      Borrower, any Subsidiary or such properties or such operations, except where
      such proceeding, action, decree, order or other requirement could not reasonably
      be expected, individually or in the aggregate, to have a Material Adverse
      Effect; and

     

    (vi)  There
      has
      been no release, or to the best of the Borrower’s knowledge, threat of release,
      of Hazardous Materials at or from properties owned, leased or operated by the
      Borrower or any Subsidiary, now or in the past, in violation of or in amounts
      or
      in a manner that could give rise to liability under Environmental Laws, except
      where such violation or liability could not reasonably be expected, individually
      or in the aggregate, to have a Material Adverse Effect.

     

    (i)  ERISA.

     

    (i)  As
      of the
      Closing Date, neither the Borrower nor any ERISA Affiliate maintains or
      contributes to, or has any obligation under, any Employee Benefit Plans other
      than those identified on Schedule 6.1(i);

     

    (ii)  The
      Borrower and each ERISA Affiliate is in material compliance with all applicable
      provisions of ERISA and the regulations and published interpretations thereunder
      with respect to all Employee Benefit Plans except for any required amendments
      for which the remedial amendment period as defined in Section 401(b) of the
      Code
      has not yet expired and except where a failure to so comply could not reasonably
      be expected to have a Material Adverse Effect.  Each Employee Benefit
      Plan that is intended to be qualified under Section 401(a) of the Code has
      been
      determined by the Internal Revenue Service to be so qualified, and each trust
      related to such plan has been determined to be exempt under Section 501(a)
      of
      the Code except for such plans that have not yet received determination letters
      but for which the remedial amendment period for submitting a determination
      letter has not yet expired.  No liability has been incurred by the
      Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or
      penalties with respect to any Employee Benefit Plan or any Multiemployer Plan
      except for a liability that could not reasonably be expected to have a Material
      Adverse Effect;

     

    (iii)  As
      of the
      Closing Date, no Pension Plan has been terminated, nor has any accumulated
      funding deficiency (as defined in Section 412 of the Code) been incurred
      (without regard to any waiver granted under Section 412 of the Code), nor has
      any funding waiver from the Internal Revenue Service been received or requested
      with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate
      failed to make any contributions or to pay any amounts due and owing as required
      by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension
      Plan prior to the due dates of such contributions under Section 412 of the
      Code
      or Section 302 of ERISA, nor has there been any event requiring any disclosure
      under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension
      Plan;

     

    (iv)  Except
      where the failure of any of the following representations to be correct in
      all
      material respects could not reasonably be expected to have a Material Adverse
      Effect, neither the Borrower nor any ERISA Affiliate has:  (A) engaged
      in a nonexempt prohibited transaction described in Section 406 of the ERISA
      or
      Section 4975 of the Code, (B) incurred any liability to the PBGC which remains
      outstanding other than the payment of premiums and there are no premium payments
      which are due and unpaid, (C) failed to make a required contribution or payment
      to a Multiemployer Plan, or (D) failed to make a required installment or other
      required payment under Section 412 of the Code;

     

    (v)  No
      Termination Event has occurred or is reasonably expected to occur;
      and

     

    (vi)  Except
      where the failure of any of the following representations to be correct in
      all
      material respects could not reasonably be expected to have a Material Adverse
      Effect, no proceeding, claim (other than a benefits claim in the ordinary course
      of business), lawsuit and/or investigation is existing or, to the best knowledge
      of the Borrower after due inquiry, threatened concerning or involving any (A)
      employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently
      maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension
      Plan or (C) Multiemployer Plan.

     

    (j)  Margin
      Stock.  Neither the Borrower nor any Subsidiary thereof is engaged
      principally or as one of its activities in the business of extending credit
      for
      the purpose of “purchasing” or “carrying” any “margin stock” (as each such term
      is defined or used, directly or indirectly, in Regulation U of the Board of
      Governors of the Federal Reserve System).  No part of the proceeds of
      any of the Loans or Letters of Credit will be used for purchasing or carrying
      margin stock or for any purpose which violates, or which would be inconsistent
      with, the provisions of Regulation T, U or X of such Board of
      Governors.

     

    (k)  Government
      Regulation.  Neither the Borrower nor any Subsidiary thereof is an
“investment company” or a company “controlled” by an “investment company” (as
      each such term is defined or used in the Investment Company Act of 1940, as
      amended) and neither the Borrower nor any Subsidiary thereof is, or after giving
      effect to any Extension of Credit will be, subject to regulation under the
      Interstate Commerce Act, as amended, or any other Applicable Law which limits
      its ability to incur or consummate the transactions contemplated
      hereby.

     

    (l)  Material
      Government Contracts and Material Contracts.

     

    (i)  Schedule
      6.1(l) sets forth a complete and accurate list of all Material Government
      Contracts of the Borrower and its Subsidiaries in effect as of the Closing
      Date
      (except for classified Material Government Contracts which may not be disclosed
      to third parties pursuant to the express written terms
      thereof).  Other than as set forth in Schedule 6.1(l), each
      such Material Government Contract in existence on the Closing Date is, and
      after
      giving effect to the consummation of the transactions contemplated by the Loan
      Documents will be, in full force and effect as of the Closing Date in accordance
      with the terms thereof.  The Borrower and its Subsidiaries have made
      available for review by the Administrative Agent a true and complete copy of
      each Material Government Contract required to be listed on Schedule
      6.1(l) (except for classified Material Government Contracts which may not be
      disclosed to third parties pursuant to the express written terms
      thereof).  As of the Closing Date, neither the Borrower nor any of its
      Subsidiaries (nor, to the knowledge of the Borrower, any other party thereto)
      is
      in breach of or in default under any Material Government Contract.

     

    (ii)  Schedule
      6.1(l) sets forth a complete and accurate list of all other Material
      Contracts of the Borrower and its Subsidiaries in effect as of the Closing
      Date
      not listed on any other Schedule hereto; other than as set forth in Schedule
      6.1(l), each such Material Contract is, and after giving effect to the
      consummation of the transactions contemplated by the Loan Documents will be,
      in
      full force and effect in accordance with the terms thereof.  The
      Borrower and its Subsidiaries have delivered to the Administrative Agent a
      true
      and complete copy of each Material Contract required to be listed on Schedule
      6.1(l) or any other Schedule hereto.  Neither the Borrower nor any
      Subsidiary (nor, to the knowledge of the Borrower, any other party thereto)
      is
      in breach of or in default under any Material Contract in any material
      respect.

     

    (m)  Employee
      Relations. Each of the Borrower and its Subsidiaries has a stable work force
      in place and is not, as of the Closing Date, party to any collective bargaining
      agreement nor has any labor union been recognized as the representative of
      its
      employees except as set forth on Schedule 6.1(m).  The Borrower
      knows of no pending, threatened or contemplated strikes, work stoppage or other
      collective labor disputes involving its employees or those of its
      Subsidiaries.

     

    (n)  Burdensome
      Provisions.  Neither the Borrower nor any Subsidiary thereof is a
      party to any indenture, agreement, lease or other instrument, or subject to
      any
      corporate or partnership restriction, Governmental Approval or Applicable Law
      which is so unusual or burdensome as in the foreseeable future could be
      reasonably expected to have a Material Adverse Effect.  The Borrower
      and its Subsidiaries do not presently anticipate that future expenditures needed
      to meet the provisions of any statutes, orders, rules or regulations of a
      Governmental Authority will be so burdensome as to have a Material Adverse
      Effect.  No Subsidiary is party to any agreement or instrument or
      otherwise subject to any restriction or encumbrance that restricts or limits
      its
      ability to make dividend payments or other distributions in respect of its
      Capital Stock to the Borrower or any Subsidiary or to transfer any of its assets
      or properties to the Borrower or any other Subsidiary in each case other than
      existing under or by reason of the Loan Documents or Applicable
      Law.

     

    (o)  Financial
      Statements.  The audited and unaudited financial statements
      delivered pursuant to Section 5.2(e)(i) are complete and correct in all
      material respects and fairly present in all material respects on a Consolidated
      basis the assets, liabilities and financial position of the Borrower, D3 and
      their respective Subsidiaries as at such dates, and the results of the
      operations and changes of financial position for the periods then ended (other
      than customary year-end adjustments for unaudited financial
      statements).  All such financial statements, including the related
      schedules and notes thereto, have been prepared in accordance with GAAP (but,
      in
      the case of any such financial statements, schedules and notes which are
      unaudited, only to the extent GAAP is applicable to interim unaudited
      reports).  The Borrower and its Subsidiaries have no Indebtedness,
      obligation or other unusual forward or long term commitment which is not fairly
      reflected in the foregoing financial statements or in the notes
      thereto.  The proforma financial statements delivered
      pursuant to Section 5.2(e)(i)(C) were prepared in good faith on the basis
      of the assumptions stated therein, which assumptions are believed to be
      reasonable in light of then existing conditions except that such financial
      statements and forecasts shall be subject to normal year end closing and audit
      adjustments.

     

    (p)  No
      Material Adverse Change.  Since December 31, 2006, there has been
      no material adverse change in the properties, business, operations, prospects,
      or condition (financial or otherwise) of the Borrower and its Subsidiaries
      and
      no event has occurred or condition arisen that could reasonably be expected
      to
      have a Material Adverse Effect.

     

    (q)  Solvency.  As
      of the Closing Date and after giving effect to each Extension of Credit made
      hereunder, the Borrower and each of its Subsidiaries will be
      Solvent.

     

    (r)  Titles
      to Properties.  Each of the Borrower and its Subsidiaries has such
      title to the real property owned, if any, or leased by it as is necessary or
      desirable to the conduct of its business and valid and legal title to all of
      its
      personal property and assets, including, but not limited to, those reflected
      on
      the balance sheets of the Borrower and its Subsidiaries delivered pursuant
      to
Section 6.1(n), except those which have been disposed of by the Borrower
      or its Subsidiaries subsequent to such date which dispositions have been in
      the
      ordinary course of business or as otherwise expressly permitted hereunder.
      As of
      the Closing Date, neither the Borrower or any of its Subsidiaries owns any
      real
      property.

     

    (s)  Liens.  None
      of the properties and assets of the Borrower or any Subsidiary thereof is
      subject to any Lien, except Permitted Liens.  No financing statement
      under the Uniform Commercial Code of any state which names the Borrower or
      any
      Subsidiary thereof or any of their respective trade names or divisions as debtor
      and which has not been terminated, has been filed in any state or other
      jurisdiction and neither the Borrower nor any Subsidiary thereof has signed
      any
      such financing statement or any security agreement authorizing any secured
      party
      thereunder to file any such financing statement, except to perfect those
      Permitted Liens.

     

    (t)  Indebtedness
      and Guaranty Obligations.  Schedule 6.1(t) is a complete
      and correct listing of all Indebtedness and Guaranty Obligations of the Borrower
      and its Subsidiaries as of the Closing Date in excess of $500,000 other than
      inter-company Indebtedness and Guaranty Obligations permitted pursuant to
Section 10.1(h).  The Borrower and its Subsidiaries have
      performed and are in compliance with all of the terms of such Indebtedness
      and
      Guaranty Obligations and all instruments and agreements relating thereto, and
      no
      default or event of default, or event or condition which with notice or lapse
      of
      time or both would constitute such a default or event of default on the part
      of
      the Borrower or any of its Subsidiaries exists with respect to any such
      Indebtedness or Guaranty Obligation.

     

    (u)  Litigation.
      Except for matters existing on the Closing Date and set forth on Schedule
      6.1(u), there are no actions, suits or proceedings pending nor, to the
      knowledge of the Borrower, threatened against or in any other way relating
      adversely to or affecting the Borrower or any Subsidiary thereof or any of
      their
      respective properties in any court or before any arbitrator of any kind or
      before or by any Governmental Authority that (i) has or could reasonably be
      expected to have a Material Adverse Effect, or (ii) materially adversely
      affects any Transaction or any other transaction contemplated
      hereby.

     

    (v)  Absence
      of Defaults.  No event has occurred or is continuing which
      constitutes a Default or an Event of Default.

     

    (w)  Senior
      Indebtedness Status.  The Obligations of the Borrower and each of
      its Subsidiaries under this Agreement and each of the other Loan Documents
      rank
      and shall continue to rank at least senior in priority of payment to all
      Subordinated Indebtedness of each such Person and is designated as “Senior
      Indebtedness” or otherwise treated as senior debt under all instruments and
      documents, now or in the future, relating to all Subordinated
      Indebtedness.

     

    (x)  OFAC.  None
      of the Borrower, any Affiliate of the Borrower or any Guarantor: (i) is a
      Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned Entities,
      or (iii) derives more than 10% of its operating income from investments in,
      or
      transactions with Sanctioned Persons or Sanctioned Entities.  The
      proceeds of any Loan will not be used and have not been used to fund any
      operations in, finance any investments or activities in, or make any payments
      to, a Sanctioned Person or a Sanctioned Entity.

     

    (y)  Accuracy
      and Completeness of Information.  All written information, reports
      and other papers and data produced by or on behalf of the Borrower or any
      Subsidiary thereof (other than financial projections, which shall be subject
      to
      the reasonable satisfaction of the Administrative Agent) and furnished to the
      Administrative Agent or the Lenders were, at the time the same were so
      furnished, complete and correct in all material respects to the extent necessary
      to give the recipient a true and accurate knowledge of the subject
      matter.

     

    (z)  Disclosure.  The
      Borrower has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which any of
      the
      Credit Parties are subject, and all other matters known to it (other than
      general economic conditions), that, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect.  No
      financial statement, material report, material certificate or other material
      information furnished (whether in writing or orally) by or on behalf of any
      of
      the Credit Parties to the Administrative Agent or any Lender in connection
      with
      the transactions contemplated hereby and the negotiation of this Agreement
      or
      delivered hereunder (as modified or supplemented by other information so
      furnished) contains any material misstatement of fact or omits to state any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided that,
      with respect to projected financial information, pro forma financial
      information, estimated financial information and other projected or estimated
      information, the Borrower represents only that such information was prepared
      in
      good faith based upon assumptions believed to be reasonable at the
      time.

     

    Section
      6.2  Survival
      of Representations and Warranties, Etc.  All
      representations and warranties set forth in this Article VI and all
      representations and warranties contained in any certificate, or any of the
      Loan
      Documents (including, but not limited to, any such representation or warranty
      made in or in connection with any amendment thereto) shall constitute
      representations and warranties made under this Agreement.  All
      representations and warranties made under this Agreement shall be made or deemed
      to be made at and as of the Closing Date (except those that are expressly made
      as of a specific date), shall survive the Closing Date and shall not be waived
      by the execution and delivery of this Agreement, any investigation made by
      or on
      behalf of the Lenders or the Administrative Agent or any Extension of Credit
      hereunder.

     

    ARTICLE
      VII

    FINANCIAL
      INFORMATION AND NOTICES

     

    Until
      all
      the Obligations (other than (a) contingent or indemnification obligations not
      then due and (b) the Specified Obligations) have been paid and satisfied in
      full
      and the Commitments terminated, unless consent has been obtained in the manner
      set forth in Section 13.2, the Borrower will furnish or cause to be
      furnished to the Administrative Agent at the Administrative Agent’s Office at
      the address set forth in Section 13.1 and to the Lenders at their
      respective addresses as set forth on the Register, or such other office as
      may
      be designated by the Administrative Agent and Lenders from time to
      time:

     

    Section
      7.1  Financial
      Statements and Projections.

     

    (a)  Quarterly
      Financial Statements.  As soon as practicable and in any event
      within forty-five (45) days (or, if earlier, on the date of any required public
      filing thereof) after the end of each of the first three (3) fiscal quarters
      of
      each Fiscal Year, an unaudited Consolidated balance sheet of the Borrower and
      its Subsidiaries as of the close of such fiscal quarter and unaudited
      Consolidated statements of income and cash flows for the fiscal quarter then
      ended and that portion of the Fiscal Year then ended, including the notes
      thereto, all in reasonable detail setting forth in comparative form the
      corresponding figures as of the end of and for the corresponding period in
      the
      preceding Fiscal Year and prepared by the Borrower in accordance with GAAP
      (to
      the extent GAAP is applicable to interim unaudited reports) and, if applicable,
      containing disclosure of the effect on the financial position or results of
      operations of any change in the application of accounting principles and
      practices during the period, and certified by the chief financial officer of
      the
      Borrower to present fairly in all material respects the financial condition
      of
      the Borrower and its Subsidiaries on a Consolidated basis as of their respective
      dates and the results of operations of the Borrower and its Subsidiaries for
      the
      respective periods then ended, subject to normal year end
      adjustments.  Delivery by the Borrower to the Administrative Agent and
      the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with
      respect to any fiscal quarter, or the availability of such report on EDGAR
      Online, within the period specified above shall be deemed to be compliance
      by
      the Borrower with this Section 7.1(a).

     

    (b)  Annual
      Financial Statements.  As soon as practicable and in any event
      within ninety (90) days (or, if earlier, on the date of any required public
      filing thereof) after the end of each Fiscal Year, an audited Consolidated
      balance sheet of the Borrower and its Subsidiaries as of the close of such
      Fiscal Year and audited Consolidated statements of income, retained earnings
      and
      cash flows for the Fiscal Year then ended, including the notes thereto, all
      in
      reasonable detail setting forth in comparative form the corresponding figures
      as
      of the end of and for the preceding Fiscal Year and prepared in accordance
      with
      GAAP and, if applicable, containing disclosure of the effect on the financial
      position or results of operations of any change in the application of accounting
      principles and practices during the year.  Such annual financial
      statements shall be audited by an independent certified public accounting firm
      acceptable to the Administrative Agent, and accompanied by a report thereon
      by
      such certified public accountants that is not qualified with respect to scope
      limitations imposed by the Borrower or any of its Subsidiaries or with respect
      to accounting principles followed by the Borrower or any of its Subsidiaries
      not
      in accordance with GAAP.  Delivery by the Borrower to the
      Administrative Agent and the Lenders of the Borrower’s annual report to the SEC
      on Form 10-K with respect to any Fiscal Year, or the availability of such report
      on EDGAR Online, within the period specified above shall be deemed to be
      compliance by the Borrower with this Section 7.1(b).

     

    (c)  Annual
      Budget and Financial Projections.  As soon as practicable and in
      any event within thirty (30) days after the end of each
      Fiscal Year, an annual operating and capital budget of the Borrower and its
      Subsidiaries for the ensuing four (4) fiscal quarters, in a form and with
      calculations to be made in a manner reasonably satisfactory to the
      Administrative Agent.

     

    Section
      7.2  Officer’s
      Compliance Certificate.  At
      each time financial statements are delivered pursuant to Sections 7.1(a)
      or (b) and at such other times as the Administrative Agent shall
      reasonably request, an Officer’s Compliance Certificate.

     

    Section
      7.3  Other
      Reports.

     

    (a)  Promptly
      upon receipt thereof, copies of all reports, if any, submitted to the Borrower
      or its Board of Directors by its independent public accountants in connection
      with their auditing function, including, without limitation, any management
      report and any management responses thereto;

     

    (b)  Promptly
      upon the request thereof, such other information and documentation required
      by
      bank regulatory authorities under applicable “know your customer” and Anti-Money
      Laundering rules and regulations (including, without limitation, the Act),
      as
      from time to time reasonably requested by the Administrative Agent or any
      Lender; and

     

    (c)  Such
      other information regarding the operations, business affairs and financial
      condition of the Borrower or any of its Subsidiaries as the Administrative
      Agent
      or any Lender may reasonably request.

     

    Section
      7.4  Notice
      of Litigation and Other Matters.  Prompt
      (but in no event later than ten (10) days after an officer of the Borrower
      obtains knowledge thereof) telephonic and written notice of:

     

    (a)  the
      commencement of all proceedings and investigations by or before any Governmental
      Authority and all actions and proceedings in any court or before any arbitrator
      against or involving the Borrower or any Subsidiary thereof or any of their
      respective properties, assets or businesses which, if adversely determined,
      could reasonably be expected to have a Material Adverse Effect;

     

    (b)  any
      notice of any violation received by the Borrower or any Subsidiary thereof
      from
      any Governmental Authority including, without limitation, any notice of
      violation of Environmental Laws which could reasonably be expected to have
      a
      Material Adverse Effect;

     

    (c)  any
      labor
      controversy that has resulted in, or threatens to result in, a strike or other
      work action against the Borrower or any Subsidiary thereof which could
      reasonably be expected to have a Material Adverse Effect;

     

    (d)  any
      attachment, judgment, lien, levy or order exceeding $750,000 that may be
      assessed against or threatened against the Borrower or any Subsidiary
      thereof;

     

    (e)  (i)
      any
      Default or Event of Default or (ii) any event which constitutes or which
      with the passage of time or giving of notice or both would constitute a default
      or event of default under any Material Contract to which the Borrower or any
      of
      its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof
      or any of their respective properties may be bound;

     

    (f)  (i)
      any
      unfavorable determination letter from the Internal Revenue Service regarding
      the
      qualification of an Employee Benefit Plan under Section 401(a) of the Code
      (along with a copy thereof), (ii) all notices received by the Borrower or any
      ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a
      trustee appointed to administer any Pension Plan, (iii) all notices received
      by
      the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning
      the imposition or amount of withdrawal liability pursuant to Section 4202 of
      ERISA and (iv) the Borrower obtaining knowledge or reason to know that the
      Borrower or any ERISA Affiliate has filed or intends to file a notice of intent
      to terminate any Pension Plan under a distress termination within the meaning
      of
      Section 4041(c) of ERISA; and

     

    (g)  any
      event
      which makes any of the representations set forth in Section 6.1
      inaccurate in any respect.

     

    The
      Borrower hereby acknowledges that the Administrative Agent and/or the Arranger
      will make available to the Lenders and the L/C Issuer materials and/or
      information provided by or on behalf of the Borrower hereunder (collectively,
      “Borrower Materials”) by posting the Borrower Materials on SyndTrak
      Online or another similar electronic system (the
“Platform”).  Notwithstanding anything to the contrary
      contained in the preceding sentence, the Borrower’s compliance with respect to
      the timely delivery of Borrower Materials shall be determined by reference
      to
      the date such Borrower Materials are initially delivered by the Borrower to
      the
      Administrative Agent, not by reference to the date such Borrower Materials
      are
      posted on the Platform.  The Borrower will cooperate with the
      Administrative Agent in connection with the publication of Borrower Materials
      pursuant to this Article VII and will designate Borrower Materials (a)
      that are either available to the public or not material with respect to the
      Borrower and its Subsidiaries or any of their respective securities for purposes
      of United States federal and state securities laws, as “Public
      Information” and (b) that are not Public Information as “Private
      Information”.

     

    Section
      7.5  Accuracy
      of Information.  All
      written information, reports, statements and other papers and data furnished
      by
      or on behalf of the Borrower to the Administrative Agent or any Lender whether
      pursuant to this Article VII or any other provision of this Agreement, or
      any of the Security Documents, shall, at the time the same is so furnished,
      comply with the representations and warranties set forth in Section 6.1(y)
and (z).

     

    ARTICLE
      VIII

    AFFIRMATIVE
      COVENANTS

     

    Until
      all
      of the Obligations (other than (a) contingent or indemnification obligations
      not
      then due and (b) the Specified Obligations) have been paid and satisfied in
      full
      and the Commitments terminated, unless consent has been obtained in the manner
      provided for in Section 13.2, the Borrower will, and will cause each of
      its Subsidiaries to:

     

    Section
      8.1  Preservation
      of Corporate Existence and Related Matters.  Except
      as permitted by Section 10.4, (a) preserve and maintain its separate
      corporate, limited liability company, partnership or other entity existence
      and
      all rights, permits, franchises, licenses and privileges necessary to the
      conduct of its business, and (b) except where the failure to qualify or remain
      qualified as a foreign corporation could not reasonably be expected to have
      a
      Material Adverse Effect, qualify and remain qualified as a foreign corporation
      and authorized to do business in each jurisdiction where the nature and scope
      of
      its activities require it to so qualify under Applicable Law.

     

    Section
      8.2  Maintenance
      of Property.  In
      addition to the requirements of any of the Security Documents, protect and
      preserve all properties useful in and material to its business, including
      copyrights, patents, trade names, service marks and trademarks; maintain in
      good
      working order and condition, ordinary wear and tear excepted, all buildings,
      equipment and other tangible real and personal property; and from time to time
      make or cause to be made all repairs, renewals and replacements thereof and
      additions to such property necessary for the conduct of its business, so that
      the business carried on in connection therewith may be conducted in a
      commercially reasonable manner.

     

    Section
      8.3  Insurance.  Maintain
      insurance with financially sound and reputable insurance companies against
      such
      risks and in such amounts as are customarily maintained by similar businesses
      and as may be required by Applicable Law and as are required by any Security
      Documents (including, without limitation, hazard and business interruption
      insurance), and on the Closing Date and from time to time thereafter deliver
      to
      the Administrative Agent upon its request a detailed list of the insurance
      then
      in effect, stating the names of the insurance companies, the amounts and rates
      of the insurance, the dates of the expiration thereof and the properties and
      risks covered thereby.

     

    Section
      8.4  Accounting
      Methods and Financial Records.  Maintain
      a system of accounting, and keep such books, records and accounts (which shall
      be true and complete in all material respects) as may be required or as may
      be
      necessary to permit the preparation of financial statements in accordance with
      GAAP and in compliance with the regulations of any Governmental Authority having
      jurisdiction over it or any of its properties.

     

    Section
      8.5  Payment
      and Performance of Obligations.  Pay
      and perform all Obligations under this Agreement and the other Loan Documents,
      and pay or perform (a) all taxes, assessments and other governmental charges
      that may be levied or assessed upon it or any of its property, and (b) all
      other
      indebtedness, obligations and liabilities in accordance with customary trade
      practices; provided, that the Borrower or such Subsidiary may contest any
      item described in clauses (a) or (b) of this Section in good faith so long
      as
      adequate reserves are maintained with respect thereto in accordance with
      GAAP.

     

    Section
      8.6  Compliance
      With Laws and Approvals.  Observe
      and remain in compliance in all material respects with all Applicable Laws
      and
      maintain in full force and effect all Governmental Approvals, in each case
      applicable to the conduct of its business.

     

    Section
      8.7  Environmental
      Laws.  In
      addition to and without limiting the generality of Section 8.6,
      (a) comply with, and ensure such compliance by all tenants and subtenants
      with all applicable Environmental Laws and obtain and comply with and maintain,
      and ensure that all tenants and subtenants, if any, obtain and comply with
      and
      maintain, any and all licenses, approvals, notifications, registrations or
      permits required by applicable Environmental Laws except where the failure
      to do
      so could not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect, (b) conduct and complete all investigations, studies,
      sampling and testing, and all remedial, removal and other actions required
      under
      Environmental Laws, and promptly comply with all lawful orders and directives
      of
      any Governmental Authority regarding Environmental Laws except where the failure
      to conduct or complete such actions, or comply with such orders or directions,
      could not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect, and (c) defend, indemnify and hold harmless the
      Administrative Agent and the Lenders, and their respective parents,
      Subsidiaries, Affiliates, employees, agents, officers and directors, from and
      against any claims, demands, penalties, fines, liabilities, settlements,
      damages, costs and expenses of whatever kind or nature known or unknown,
      contingent or otherwise, arising out of, or in any way relating to the presence
      of Hazardous Materials, or the violation of, noncompliance with or
      liability under any Environmental Laws applicable to the operations of the
      Borrower or any such Subsidiary, or any orders, requirements or demands of
      Governmental Authorities related thereto, including, without limitation,
      reasonable attorney’s and consultant’s fees, investigation and laboratory fees,
      response costs, court costs and litigation expenses, except to the extent that
      any of the foregoing are determined by a court of competent jurisdiction by
      a
      final and nonappealable judgment to have resulted from the gross negligence
      or
      willful misconduct of the party seeking indemnification therefor.

     

    Section
      8.8  Compliance
      with ERISA.
      In
      addition to and without limiting the generality of Section 8.6, (a)
      except where the failure to so comply could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply
      with all material applicable provisions of ERISA and the regulations and
      published interpretations thereunder with respect to all Employee Benefit Plans,
      (ii) not take any action or fail to take action the result of which could be
      a
      liability to the PBGC or to a Multiemployer Plan, (iii) not participate in
      any
      prohibited transaction that could result in any civil penalty under ERISA or
      tax
      under the Code and (iv) operate each Employee Benefit Plan in such a manner
      that
      will not incur any tax liability under Section 4980B of the Code or any
      liability to any qualified beneficiary as defined in Section 4980B of the Code
      and (b) furnish to the Administrative Agent upon the Administrative Agent’s
      request such additional information about any Employee Benefit Plan as may
      be
      reasonably requested by the Administrative Agent.

     

    Section
      8.9  Compliance
      With Agreements.  Comply
      in all material respects with each term, condition and provision of all leases,
      agreements and other instruments entered into in the conduct of its business
      including, without limitation, any Material Contract; provided, that the
      Borrower or any such Subsidiary may contest any such lease, agreement or other
      instrument in good faith through applicable proceedings so long as adequate
      reserves are maintained in accordance with GAAP.

     

    Section
      8.10  Visits
      and Inspections.  Permit
      representatives of the Administrative Agent or any Lender, from time to time,
      upon reasonable notice and during normal business hours, to visit and inspect
      its properties; inspect, audit and make extracts from its books, records and
      files, including, but not limited to, management letters prepared by independent
      accountants; and discuss with its principal officers, and its independent
      accountants, its business, assets, liabilities, financial condition, results
      of
      operations and business prospects.

     

    Section
      8.11  Additional
      Subsidiaries.
      Notify
      the Administrative Agent of the creation or acquisition of any Subsidiary or
      the
      designation of any Subsidiary as a Subsidiary and promptly thereafter (and
      in
      any event within thirty (30) days), cause such Person to (i) become a
      Guarantor by delivering to the Administrative Agent a duly executed supplement
      to the Guaranty Agreement or such other document as the Administrative Agent
      shall deem appropriate for such purpose, (ii) pledge a security interest in
      all collateral owned by such Subsidiary by delivering to the Administrative
      Agent a duly executed supplement to each Security Document or such other
      document as the Administrative Agent shall deem appropriate for such purpose
      and
      comply with the terms of each Security Document, (iii) deliver to the
      Administrative Agent such documents and certificates referred to in Section
      5.2 as may be reasonably requested by the Administrative Agent, (iv) deliver
      to the Administrative Agent such original Capital Stock or other certificates
      and stock or other transfer powers evidencing the Capital Stock of such Person,
      (v) deliver to the Administrative Agent such updated Schedules to the Loan
      Documents as requested by the Administrative Agent with respect to such Person,
      and (vi) deliver to the Administrative Agent such other documents as may be
      reasonably requested by the Administrative Agent, all in form, content and
      scope
      reasonably satisfactory to the Administrative Agent.

     

    Section
      8.12  Real
      Property Collateral.  Notify
      the Administrative Agent within ten (10) Business Days after the acquisition
      of
      any owned or leased real property by any Credit Party, and within sixty (60)
      days following request by the Administrative Agent, deliver such mortgages,
      leasehold mortgages, deeds of trust, title insurance policies, landlord
      agreements, environmental reports, surveys and other documents reasonably
      requested by the Administrative Agent in connection with granting and perfecting
      a first priority Lien on such real property in favor of the Administrative
      Agent, for the benefit of itself and the other Secured Parties, all in form
      and
      substance reasonably satisfactory to the Administrative Agent; provided,
however, that no Credit Party shall be required to comply with the
      requirements of this Section 8.12 with respect to any individual owned or
      leased real property unless the fair market value of such real property exceeds
      $1,000,000.

     

    Section
      8.13  Use
      of
      Proceeds.  The
      Borrower shall use the proceeds of the Extensions of Credit (a) to finance
      the
      Transactions, (b) to finance permitted acquisitions, and (c) for ongoing working
      capital and general corporate requirements of the Borrower and its Subsidiaries,
      including the payment of certain fees and expenses incurred in connection with
      the Transactions and the Facilities.

     

    Section
      8.14  Further
      Assurances.  Make,
      execute and deliver all such additional and further acts, things, deeds and
      instruments as the Administrative Agent, the Issuing Lenders or the Required
      Lenders (through the Administrative Agent) may reasonably require to document
      and consummate the transactions contemplated hereby and to vest completely
      in
      and insure the Administrative Agent, the Issuing Lenders and the Lenders their
      respective rights under this Agreement, the Letters of Credit and the other
      Loan
      Documents.

     

    ARTICLE
      IX

    FINANCIAL
      COVENANTS

     

    Until
      all
      of the Obligations (other than (a) contingent or indemnification obligations
      not
      then due and (b) the Specified Obligations) have been paid and satisfied in
      full
      and the Commitments terminated, unless consent has been obtained in the manner
      set forth in Section 13.2, the Borrower and its Subsidiaries on a
      Consolidated basis will not:

     

    Section
      9.1  Total
      Leverage Ratio:  As
      of any fiscal quarter end, permit the Total Leverage Ratio to be greater than
      3.00 to 1.00.

     

    Section
      9.2  Fixed
      Charge Coverage Ratio:  As
      of any fiscal quarter end, permit the Fixed Charge Coverage Ratio to be less
      than 1.15 to 1.00.

     

    ARTICLE
      X

    NEGATIVE
      COVENANTS

     

    Until
      all
      of the Obligations (other than (a) contingent or indemnification obligations
      not
      then due and (b) the Specified Obligations) have been paid and satisfied in
      full
      and the Commitments terminated, unless consent has been obtained in the manner
      set forth in Section 13.2, the Borrower has not, will not and will not
      permit any of its Subsidiaries to:

     

    Section
      10.1  Limitations
      on Indebtedness.  Create,
      incur, assume or suffer to exist any Indebtedness except:

     

    (a)  the
      Obligations (excluding Specified Hedge Obligations permitted pursuant to
Section 10.1(b));

     

    (b)  Indebtedness
      incurred in connection with a Hedging Agreement which is entered into for
      interest rate, foreign currency or other business purposes and not for
      speculative purposes, with a counterparty reasonably satisfactory to the
      Administrative Agent; provided, that any counterparty that is a Lender or
      an Affiliate thereof shall be deemed satisfactory to the Administrative
      Agent;

     

    (c)  Indebtedness
      existing on the Closing Date and not otherwise permitted under this Section,
      as
      set forth on Schedule 6.1(t), and the renewal, refinancing, extension and
      replacement (but not the increase in the aggregate principal amount)
      thereof;

     

    (d)  Indebtedness
      of the Borrower and its Subsidiaries incurred in connection with Capital Leases
      in an aggregate amount not to exceed $2,000,000 on any date of
      determination;

     

    (e)  purchase
      money Indebtedness of the Borrower and its Subsidiaries with respect to the
      purchase of Equipment in an aggregate amount not to exceed $5,000,000 on any
      date of determination;

     

    (f)  Guaranty
      Obligations in favor of the Administrative Agent for the benefit of the
      Administrative Agent and the other Secured Parties;

     

    (g)  Guaranty
      Obligations with respect to Indebtedness permitted pursuant to subsections
      (a)
      through (e) of this Section;

     

    (h)  Indebtedness
      owed by (i) any Guarantor to the Borrower, (ii) the Borrower to any Guarantor,
      (iii) any Guarantor to any other Guarantor, (iv) any Subsidiary that is not
      a
      Guarantor to any other Subsidiary that is not a Guarantor, (v) any Subsidiary
      that is not a Guarantor to the Borrower or any Guarantor in an amount not to
      exceed $500,000, or (vi) the Borrower or any Guarantor to any Subsidiary that
      is
      not a Guarantor in an amount not to exceed $500,000; and

     

    (i)  additional
      unsecured Indebtedness and additional unsecured Subordinated Indebtedness,
      each
      containing such terms and conditions as are satisfactory to the Required
      Lenders; provided that in the case of each issuance of such Indebtedness,
      (i) the Required Lenders shall have consented to the issuance of such
      Indebtedness, (ii) no Default or Event of Default shall have occurred and be
      continuing or would be caused by the issuance of such Indebtedness, (iii) the
      Administrative Agent shall have received satisfactory written evidence that
      the
      Borrower would be in compliance with all covenants contained in this Agreement
      on a proforma basis after giving effect to the issuance of any
      such Indebtedness, and (iv) the aggregate amount of all such Indebtedness,
      shall
      not exceed $150,000,000 in the aggregate at any time;

     

    provided,
      that no agreement or instrument with respect to Indebtedness permitted to be
      incurred by this Section shall restrict, limit or otherwise encumber (by
      covenant or otherwise) the ability of any Subsidiary of the Borrower to make
      any
      payment to the Borrower or any Guarantor (in the form of dividends, intercompany
      advances or otherwise) for the purpose of enabling the Borrower to pay the
      Obligations.

     

    Section
      10.2  Limitations
      on Liens.  Create,
      incur, assume or suffer to exist, any Lien on or with respect to any of its
      assets or properties (including, without limitation, shares of Capital Stock),
      real or personal, whether now owned or hereafter acquired, except:

     

    (a)  Liens
      for
      taxes, assessments and other governmental charges or levies (excluding any
      Lien
      imposed pursuant to any of the provisions of ERISA or Environmental Laws) not
      yet due or as to which the period of grace (not to exceed thirty (30) days),
      if
      any, related thereto has not expired or which are being contested in good faith
      and by appropriate proceedings if adequate reserves are maintained to the extent
      required by GAAP;

     

    (b)  the
      claims of materialmen, mechanics, carriers, warehousemen, processors or
      landlords for labor, materials, supplies or rentals incurred in the ordinary
      course of business, (i) which are not overdue for a period of more than thirty
      (30) days or (ii) which are being contested in good faith and by appropriate
      proceedings;

     

    (c)  Liens
      consisting of deposits or pledges made in the ordinary course of business in
      connection with, or to secure payment of, obligations under workers’
compensation, unemployment insurance or similar legislation;

     

    (d)  Liens
      constituting encumbrances in the nature of zoning restrictions, easements and
      rights or restrictions of record on the use of real property, which in the
      aggregate so not result in a Material Adverse Effect and which do not, in any
      case, detract from the value of such property or impair the use thereof in
      the
      ordinary conduct of business;

     

    (e)  Liens
      of
      the Administrative Agent for the benefit of the Administrative Agent and the
      other Secured Parties under the Loan Documents;

     

    (f)  Liens
      not
      otherwise permitted hereunder securing obligations not at any time exceeding
      in
      the aggregate $500,000;

     

    (g)  Liens
      not
      otherwise permitted by this Section and in existence on the Closing Date and
      described on Schedule 10.2; and

     

    (h)  Liens
      securing Indebtedness permitted under Sections 10.1(d) and (e);
provided that (i) such Liens shall be created substantially
      simultaneously with the acquisition or lease of the related asset, (ii) such
      Liens do not at any time encumber any property other than the property financed
      by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not
      increased and (iv) the principal amount of Indebtedness secured by any such
      Lien
      shall at no time exceed one hundred percent (100%) of the original purchase
      price or lease payment amount of such property at the time it was
      acquired.

     

    Section
      10.3  Limitations
      on Loans, Advances, Investments and Acquisitions.  Purchase,
      own, invest in or otherwise acquire, directly or indirectly, any Capital Stock,
      interests in any partnership or joint venture (including, without limitation,
      the creation or capitalization of any Subsidiary), evidence of Indebtedness
      or
      other obligation or security, substantially all or a material portion of the
      business or assets of any other Person or any other investment or interest
      whatsoever in any other Person, or make or permit to exist, directly or
      indirectly, any loans, advances or extensions of credit to, or any investment
      in
      cash or by delivery of property in, any Person except:

     

    (a)  (i)
      investments as of the Closing Date in Subsidiaries existing on the Closing
      Date,
      (ii) investments in Subsidiaries formed or acquired after the Closing Date
      so long as the Borrower and its Subsidiaries comply with the applicable
      provisions of Section 8.11 and (iii) the other loans, advances and
      investments existing on the Closing Date which are described on Schedule
      10.3;

     

    (b)  investments
      in (i) marketable direct obligations issued or unconditionally guaranteed
      by the United States or any agency thereof maturing within one year from the
      date of acquisition thereof, (ii) commercial paper maturing no more than
      one hundred twenty (120) days from the date of creation thereof and currently
      having the highest rating obtainable from either Standard & Poor’s
      Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody’s
      Investors Service, Inc., (iii) certificates of deposit maturing no more
      than three hundred sixty four (364) days from the date of creation thereof
      issued by commercial banks incorporated under the laws of the United States,
      each having combined capital, surplus and undivided profits of not less than
      $500,000,000 and having a rating of “A” or better by a nationally recognized
      rating agency; provided, that unless otherwise approved by the
      Administrative Agent, the aggregate amount invested in such certificates of
      deposit shall not at any time exceed $5,000,000 for any one such certificate
      of
      deposit and $10,000,000 for any one such bank, or (iv) time deposits
      maturing no more than thirty (30) days from the date of creation thereof with
      commercial banks or savings banks or savings and loan associations each having
      membership either in the FDIC or the deposits of which are insured by the FDIC
      and in amounts not exceeding the maximum amounts of insurance
      thereunder;

     

    (c)  investments
      by the Borrower or any of its Subsidiaries in the form of non-hostile
      acquisitions of all or substantially all of the business or a line of business
      (whether by the acquisition of Capital Stock, assets or any combination thereof)
      of any other Person if each such acquisition meets all of the foregoing
      requirements:

     

    (i)  evidence
      of approval of the acquisition by the acquiree’s board of directors or
      equivalent governing body or a copy of the opinion of counsel delivered by
      legal
      counsel to the acquiree in connection with the acquisition which evidences
      such
      approval or opines that such approval is not required shall be delivered to
      the
      Administrative Agent at the time the documents referred to in clause (v) of
      this
Section 10.3(c) are required to be delivered;

     

    (ii)  the
      Person to be acquired shall be in a substantially similar or complementary
      line
      of business as the Borrower;

     

    (iii)  a
      description of the acquisition in the form customarily prepared by the Borrower
      shall have been delivered to the Administrative Agent and the Lenders prior
      to
      the consummation of the acquisition;

     

    (iv)  the
      Borrower shall have demonstrated to the Administrative Agent (as of the date
      of
      the proposed acquisitions and after giving effect thereto and any Extensions
      of
      Credit made or to be made in connection therewith) (A) compliance with each
      covenant contained in and in the manner set forth in Article IX, (B) the
      Total Leverage Ratio is at least 0.25 below the Total Leverage Ratio then
      applicable in Section 9.1, (C) no Default or Event of Default shall have
      occurred and be continuing both before and after giving effect to the proposed
      acquisition and (D) the Borrower will have cash on hand plus unfunded
      Commitments under the Credit Facility of at least $10,000,000;

     

    (v)  the
      Borrower shall have delivered to the Administrative Agent such documents
      reasonably requested by the Administrative Agent or the Required Lenders
      (through the Administrative Agent) pursuant to Section 8.11 to be
      delivered at the time required pursuant to Section 8.11, said documents
      to include a favorable opinion of counsel to the Borrower acceptable to the
      Administrative Agent addressed to the Administrative Agent and the Lenders
      with
      respect to the Borrower, the Person to be acquired and the acquisition in form
      and substance reasonably acceptable to the Administrative Agent;
      and;

     

    (vi)  the
      Borrower or any Domestic Subsidiary shall be the surviving Person and no Change
      of Control shall have been effected thereby;

     

    (vii)  the
      Borrower shall provide such other documents and other information as may be
      reasonably requested by the Administrative Agent or the Required Lenders
      (through the Administrative Agent) in connection with the proposed
      acquisition;

     

    (viii)  as
      of the
      date of such acquisition, there is no material litigation pending or threatened;
      and

     

    (ix)  the
      total
      aggregate consideration (including, without limitation, all cash consideration,
      assumed debt, earn-outs (valued at an amount reasonably determined in good
      faith
      by the Borrower to be payable in connection with such earn-outs) and deferred
      payments) to be paid by the Borrower and its Subsidiaries in connection with
      such acquisition, or series of related acquisitions, does not exceed $40
      million;

     

    (d)  Hedging
      Agreements permitted pursuant to Section 10.1;

     

    (e)  purchases
      of assets in the ordinary course of business;

     

    (f)  intercompany
      Indebtedness permitted pursuant to Section 10.1(h); and

     

    (g)  other
      additional investments not otherwise permitted pursuant to this Section not
      exceeding $1,000,000 in the aggregate in any Fiscal
      Year.

     

    Section
      10.4  Limitations
      on Mergers and Liquidation.  Merge,
      consolidate or enter into any similar combination with any other Person or
      liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution)
      except:

     

    (a)  any
      Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with
      or
      into the Borrower (provided that the Borrower shall be the continuing or
      surviving Person) or with or into any Guarantor (provided that the
      Guarantor shall be the continuing or surviving Person);

     

    (b)  any
      Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any
      or
      all of its assets (upon voluntary liquidation or otherwise) to the Borrower
      or
      any other Wholly-Owned Subsidiary; provided that (i) if the transferor in
      such a transaction is a Guarantor, then the transferee must either be the
      Borrower or a Guarantor and (ii) if the transferee is either the Borrower or
      a
      Guarantor, such sale, lease, transfer or other disposition shall not be for
      an
      amount greater than the fair market value;

     

    (c)  any
      Wholly-Owned Subsidiary of the Borrower may merge into the Person such
      Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted
      Acquisition; and

     

    (d)  any
      Subsidiary of the Borrower may wind-up into the Borrower or any
      Guarantor.

     

    Section
      10.5  Limitations
      on Sale of Assets.  Convey,
      sell, lease, assign, transfer or otherwise dispose of any of its property,
      business or assets (including, without limitation, the sale of any receivables
      and leasehold interests and any sale-leaseback or similar transaction), whether
      now owned or hereafter acquired except:

     

    (a)  the
      sale
      of inventory in the ordinary course of business;

     

    (b)  the
      sale
      of obsolete assets no longer used or usable in the business of the Borrower
      or
      any of its Subsidiaries;

     

    (c)  the
      transfer of assets to the Borrower or any Guarantor pursuant to Section
      10.4(d);

     

    (d)  the
      sale
      or discount without recourse of accounts receivable arising in the ordinary
      course of business in connection with the compromise or collection
      thereof;

     

    (e)  the
      disposition of any Hedging Agreement; and

     

    (f)  additional
      dispositions of assets not otherwise permitted pursuant to this Section in
      an
      aggregate amount not to exceed $500,000 in any Fiscal
      Year.

     

    Section
      10.6  Limitations
      on Dividends and Distributions.  Declare
      or pay any dividends upon any of its Capital Stock; purchase, redeem, retire
      or
      otherwise acquire, directly or indirectly, any shares of its Capital Stock,
      or
      make any distribution of cash, property or assets among the holders of shares
      of
      its Capital Stock, or make any change in its capital structure; provided
      that:

     

    (a)  the
      Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock;
      and

     

    (b)  any
      Subsidiary may pay cash dividends to the Borrower.

     

    Section
      10.7  Limitations
      on Exchange and Issuance of Capital Stock.  Issue,
      sell or otherwise dispose of any class or series of Capital Stock that, by
      its
      terms or by the terms of any security into which it is convertible or
      exchangeable, is, or upon the happening of an event or passage of time would
      be,
      (a) convertible or exchangeable into Indebtedness or (b) required to be redeemed
      or repurchased, including at the option of the holder, in whole or in part,
      or
      has, or upon the happening of an event or passage of time would have, a
      redemption or similar payment due.

     

    Section
      10.8  Transactions
      with Affiliates.  Except
      for transactions permitted by Sections 10.3, 10.6 and 10.7,
      and except as set forth in Schedule 10.8, directly or indirectly (a) make
      any loan or advance to, or purchase or assume any note or other obligation
      to or
      from, any of its officers, directors, shareholders or other Affiliates, or
      to or
      from any member of the immediate family of any of its officers, directors,
      shareholders or other Affiliates, or subcontract any operations to any of its
      Affiliates or (b) enter into, or be a party to, any other transaction not
      described in clause (a) above with any of its Affiliates, except pursuant to
      the
      reasonable requirements of its business and upon fair and reasonable terms
      that
      are fully disclosed to the Required Lenders prior to the consummation thereof
      and are no less favorable to it than it would obtain in a comparable arm’s
      length transaction with a Person not its Affiliate.

     

    Section
      10.9  Certain
      Accounting Changes; Organizational Documents.  (a)
      Change its Fiscal Year end, or make any change in its accounting treatment
      and
      reporting practices except as required by GAAP or (b) amend, modify or change
      its articles of incorporation (or corporate charter or other similar
      organizational documents) or amend, modify or change its bylaws (or other
      similar documents) in any manner adverse in any respect to the rights or
      interests of the Lenders.

     

    Section
      10.10  Amendments;
      Payments and Prepayments of Subordinated Indebtedness.

     

    (a)  Amend
      or
      modify (or permit the modification or amendment of) any of the terms or
      provisions of any Subordinated Indebtedness in any respect which would
      materially adversely affect the rights or interests of the Administrative Agent
      and Lenders hereunder.

     

    (b)  Cancel,
      forgive, make any payment or prepayment on, or redeem or acquire for value
      (including, without limitation, (i) by way of depositing with any trustee with
      respect thereto money or securities before due for the purpose of paying when
      due and (ii) at the maturity thereof) any Subordinated Indebtedness, except
      refinancings, refundings, renewals, extensions or exchange of any Subordinated
      Indebtedness permitted by Section 10.1(i).

     

    Section
      10.11  Restrictive
      Agreements.

     

    (a)  Enter
      into any Indebtedness which contains any negative pledge on assets or any
      covenants more restrictive than the provisions of Articles VIII,
IX and X hereof, or which restricts, limits or otherwise encumbers
      its ability to incur Liens on or with respect to any of its assets or properties
      other than the assets or properties securing such Indebtedness.

     

    (b)  Enter
      into or permit to exist any agreement which impairs or limits the ability of
      any
      Subsidiary of the Borrower to pay dividends to the Borrower.

     

    Section
      10.12  Nature
      of Business.  Alter
      in any material respect the character or conduct of the business conducted
      by
      the Borrower and its Subsidiaries as of the Closing Date.

     

    Section
      10.13  Impairment
      of Security Interests.
      Take or
      omit to take any action, which might or would have the result of materially
      impairing the security interests in favor of the Administrative Agent with
      respect to the Collateral or grant to any Person (other than the Administrative
      Agent, for the benefit of itself and the other Secured Parties, pursuant to
      the
      Security Documents) any interest whatsoever in the Collateral, except for
      Permitted Liens and asset dispositions permitted under Section
      10.5.

     

    Section
      10.14  Amendments
      and Other Documents.  Amend,
      modify, waive or supplement (or permit modification, amendment, waiver or
      supplement of) any of the terms or provisions of (a) the documents evidencing
      the Acquisition, (b) the Employment Agreements or (c) any other Related
      Document, in each case in any respect that would materially and adversely affect
      the rights or interests of the Administrative Agent and the Lenders hereunder,
      in each, without the prior written consent of the Administrative
      Agent

     

    ARTICLE
      XI

    DEFAULT
      AND REMEDIES

     

    Section
      11.1  Events
      of Default.  Each
      of the following shall constitute an Event of Default, whatever the reason
      for
      such event and whether it shall be voluntary or involuntary or be effected
      by
      operation of law or pursuant to any judgment or order of any court or any order,
      rule or regulation of any Governmental Authority or otherwise:

     

    (a)  Default
      in Payment of Principal of Loans and Reimbursement
      Obligations.  The Borrower shall default in any payment of
      principal of any Loan or Reimbursement Obligation when and as due (whether
      at
      maturity, by reason of acceleration or otherwise).

     

    (b)  Other
      Payment Default.  The Borrower or any other Credit Party shall
      default in the payment when and as due (whether at maturity, by reason of
      acceleration or otherwise) of interest on any Loan or Reimbursement Obligation
      or the payment of any other Obligation, and such default shall continue for
      a
      period of three (3) Business Days.

     

    (c)  Misrepresentation.  Any
      representation, warranty, certification or statement of fact made or deemed
      made
      by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement,
      in any other Loan Document, or in any document delivered in connection herewith
      or therewith that is subject to materiality or Material Adverse Effect
      qualifications, shall be incorrect or misleading in any respect when made or
      deemed made or any representation, warranty, certification or statement of
      fact
      made or deemed made by or on behalf of any Credit Party or any Subsidiary
      thereof in this Agreement, any other Loan Document, or in any document delivered
      in connection herewith or therewith that is not subject to materiality or
      Material Adverse Effect qualifications, shall be incorrect or misleading in
      any
      material respect when made or deemed made.

     

    (d)  Default
      in Performance of Certain Covenants.  The Borrower or any other
      Credit Party shall default in the performance or observance of any covenant
      or
      agreement contained in Sections 5.4, 7.1, 7.2 or
7.4(e)(i) or Articles IX or X of this
      Agreement.

     

    (e)  Default
      in Performance of Other Covenants and Conditions.  The Borrower or
      any other Credit Party shall default in the performance or observance of any
      term, covenant, condition or agreement contained in this Agreement (other than
      as specifically provided for otherwise in this Section) or any other Loan
      Document and such default shall continue for a period of thirty (30) days after
      written notice thereof has been given to the Borrower by the Administrative
      Agent.

     

    (f)  Hedging
      Agreement.  The Borrower or any other Credit Party shall default
      in the performance or observance of any term, covenant, condition or agreement
      (after giving effect to any applicable grace or cure period) under any Hedging
      Agreement and such default causes the termination of such Hedging Agreement
      and
      the Termination Value owed by such Credit Party as a result thereof exceeds
      $500,000.

     

    (g)  Indebtedness
      Cross-Default.  The Borrower or any other Credit Party shall (i)
      default in the payment of any Indebtedness (other than the Loans or any
      Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness
      is in excess of $1,000,000 beyond the period of grace if any, provided in the
      instrument or agreement under which such Indebtedness was created, or (ii)
      default in the observance or performance of any other agreement or condition
      relating to any Indebtedness (other than the Loans or any Reimbursement
      Obligation) the aggregate outstanding amount of which Indebtedness is in excess
      of $1,000,000 or contained in any instrument or agreement evidencing, securing
      or relating thereto or any other event shall occur or condition exist, the
      effect of which default or other event or condition is to cause, or to permit
      the holder or holders of such Indebtedness (or a trustee or agent on behalf
      of
      such holder or holders) to cause, with the giving of notice if required, any
      such Indebtedness to become due prior to its stated maturity (any applicable
      grace period having expired).

     

    (h)  Other
      Cross-Defaults.  The Borrower or any other Credit Party shall
      default in the payment when due, or in the performance or observance, of any
      obligation or condition of any Material Contract beyond the period of grace,
      if
      any, contained in such Material Contract, which default, individually or in
      the
      aggregate, could reasonably be expected to have a Material Adverse Effect,
      unless, but only as long as, the existence of any such default is being
      contested by the Borrower or such Credit Party in good faith by appropriate
      proceedings and adequate reserves in respect thereof have been established
      on
      the books of the Borrower or such Credit Party to the extent required by
      GAAP.

     

    (i)  Change
      in Control.  A Change in Control shall occur.

     

    (j)  Voluntary
      Bankruptcy Proceeding.  The Borrower or any Subsidiary thereof
      shall (i) commence a voluntary case under the federal bankruptcy laws (as now
      or
      hereafter in effect), (ii) file a petition seeking to take advantage of any
      other laws, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization, winding up or composition for adjustment of debts, (iii) consent
      to or fail to contest in a timely and appropriate manner any petition filed
      against it in an involuntary case under such bankruptcy laws or other laws,
      (iv)
      apply for or consent to, or fail to contest in a timely and appropriate manner,
      the appointment of, or the taking of possession by, a receiver, custodian,
      trustee, or liquidator of itself or of a substantial part of its property,
      domestic or foreign, (v) admit in writing its inability to pay its debts as
      they
      become due, (vi) make a general assignment for the benefit of creditors, or
      (vii) take any corporate action for the purpose of authorizing any of the
      foregoing.

     

    (k)  Involuntary
      Bankruptcy Proceeding.  A case or other proceeding shall be
      commenced against the Borrower or any Credit Party thereof in any court of
      competent jurisdiction seeking (i) relief under the federal bankruptcy laws
      (as
      now or hereafter in effect) or under any other laws, domestic or foreign,
      relating to bankruptcy, insolvency, reorganization, winding up or adjustment
      of
      debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator
      or
      the like for the Borrower or any Credit Party thereof or for all or any
      substantial part of their respective assets, domestic or foreign, and such
      case
      or proceeding shall continue without dismissal or stay for a period of sixty
      (60) consecutive days, or an order granting the relief requested in such case
      or
      proceeding (including, but not limited to, an order for relief under such
      federal bankruptcy laws) shall be entered.

     

    (l)  Failure
      of Agreements.  Any material provision of this Agreement or any
      provision of any other Loan Document shall for any reason cease to be valid
      and
      binding on the Borrower or any other Credit Party party thereto (except in
      the
      event this Agreement or other Loan Document is, by its terms, terminated and
      no
      longer in force) or any such Person shall so state in writing, or any Loan
      Document shall for any reason cease to create a valid and perfected first
      priority Lien on, or security interest in, any of the Collateral purported to be
      covered thereby, in each case other than in accordance with the express terms
      hereof or thereof.

     

    (m)  Termination
      Event.  The occurrence of any of the following
      events:  (i) the Borrower or any ERISA Affiliate fails to make full
      payment when due of all amounts which, under the provisions of any Pension
      Plan
      or Section 412 of the Code, the Borrower or any ERISA Affiliate is required
      to
      pay as contributions thereto, (ii) an accumulated funding deficiency in excess
      of $2,000,000 occurs or exists, whether or not waived, with respect to any
      Pension Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA
      Affiliate as employers under one or more Multiemployer Plans makes a complete
      or
      partial withdrawal from any such Multiemployer Plan and the plan sponsor of
      such
      Multiemployer Plans notifies such withdrawing employer that such employer has
      incurred a withdrawal liability requiring payments in an amount exceeding
      $2,000,000.

     

    (n)  Judgment.  A
      judgment or order for the payment of money which causes the aggregate amount
      of
      all such judgments to exceed $2,000,000 in any Fiscal Year (to the extent not
      covered by independent third party insurance as to which the insurer does not
      dispute coverage) shall be entered against the Borrower or any Credit Party
      by
      any court and such judgment or order shall continue without having been
      discharged, vacated, stayed or bonded pending appeal for a period of thirty
      (30)
      days after the entry thereof.

     

    (o)  Environmental.  Any
      one or more Environmental Claims shall have been asserted against the Borrower
      or any Credit Party; the Borrower and any Credit Party would be reasonably
      likely to incur liability as a result thereof; and such liability would be
      reasonably likely, individually or in the aggregate, to have a Material Adverse
      Effect.

     

    (p)  Material
      Permits and Licenses.  The loss, suspension or revocation of, or
      failure to renew, any license, accreditation or permit now held or hereafter
      acquired by the Credit Party or any Subsidiary thereof if such loss, suspension,
      revocation or failure to renew would have a Material Adverse Effect; or the
      occurrence of any other Material Adverse Effect.

     

    Section
      11.2  Remedies.  Upon
      the occurrence of an Event of Default, with the consent of the Required Lenders,
      the Administrative Agent may, or upon the request of the Required Lenders,
      the
      Administrative Agent shall, by notice to the Borrower:

     

    (a)  Acceleration;
      Termination of Facilities.  Terminate the Commitments and declare
      the principal of and interest on the Loans and the Reimbursement Obligations
      at
      the time outstanding, and all other amounts owed to the Lenders and to the
      Administrative Agent under this Agreement or any of the other Loan Documents
      (including, without limitation, all L/C Obligations, whether or not the
      beneficiaries of the then outstanding Letters of Credit shall have presented
      or
      shall be entitled to present the documents required thereunder) and all other
      Obligations (other than Specified Obligations), to be forthwith due and payable,
      whereupon the same shall immediately become due and payable without presentment,
      demand, protest or other notice of any kind, all of which are expressly waived
      by each Credit Party, anything in this Agreement or the other Loan Documents
      to
      the contrary notwithstanding, and terminate the Credit Facility and any right
      of
      the Borrower to request borrowings or Letters of Credit thereunder;
provided, that upon the occurrence of a Bankruptcy Event of Default, the
      Credit Facility shall be automatically terminated and all Obligations (other
      than Specified Obligations) shall automatically become due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      expressly waived by each Credit Party, anything in this Agreement or in any
      other Loan Document to the contrary notwithstanding.

     

    (b)  Letters
      of Credit.  With respect to all Letters of Credit with respect to
      which presentment for honor shall not have occurred at the time of an
      acceleration pursuant to the preceding paragraph, the Borrower shall at such
      time deposit in a cash collateral account opened by the Administrative Agent
      an
      amount equal to the aggregate then undrawn and unexpired amount of such Letters
      of Credit.  Amounts held in such cash collateral account shall be
      applied by the Administrative Agent to the payment of drafts drawn under such
      Letters of Credit, and the unused portion thereof after all such Letters of
      Credit shall have expired or been fully drawn upon, if any, shall be applied
      to
      repay the other Obligations on a pro rata basis.  After all
      such Letters of Credit shall have expired or been fully drawn upon, the
      Reimbursement Obligation shall have been satisfied and all other Obligations
      shall have been paid in full, the balance, if any, in such cash collateral
      account shall be returned to the Borrower.

     

    (c)  Rights
      of Collection.  Exercise on behalf of the Lenders all of its other
      rights and remedies under this Agreement, the other Loan Documents and
      Applicable Law, in order to satisfy all of the Borrower’s
      Obligations.

     

    Section
      11.3  Rights
      and Remedies Cumulative; Non-Waiver; etc.  The
      enumeration of the rights and remedies of the Administrative Agent and the
      Lenders set forth in this Agreement is not intended to be exhaustive and the
      exercise by the Administrative Agent and the Lenders of any right or remedy
      shall not preclude the exercise of any other rights or remedies, all of which
      shall be cumulative, and shall be in addition to any other right or remedy
      given
      hereunder or under the other Loan Documents or that may now or hereafter exist
      at law or in equity or by suit or otherwise.  No delay or failure to
      take action on the part of the Administrative Agent or any Lender in exercising
      any right, power or privilege shall operate as a waiver thereof, nor shall
      any
      single or partial exercise of any such right, power or privilege preclude any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege or shall be construed to be a waiver of any Event of
      Default.  No course of dealing between the  Borrower, the
      Administrative Agent and the Lenders or their respective agents or employees
      shall be effective to change, modify or discharge any provision of this
      Agreement or any of the other Loan Documents or to constitute a waiver of any
      Event of Default.

     

    Section
      11.4  Crediting
      of Payments and Proceeds.  In
      the event that the Borrower shall fail to pay any of the Obligations when due
      and the Obligations have been accelerated pursuant to Section 11.2, all
      payments received by the Lenders upon the Obligations and all net proceeds
      from
      the enforcement of the Obligations shall be applied:

     

    First,
      to payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts, including attorney fees, payable to the
      Administrative Agent in its capacity as such and each Issuing Lender in its
      capacity as such (ratably among the Administrative Agent and such Issuing Lender
      in proportion to the respective amounts described in this clause First
      payable to them);

     

    Second,
      to payment of that portion of the Obligations constituting fees, indemnities
      and
      other amounts (other than principal and interest) payable to the Lenders,
      including attorney fees (ratably among the Lenders in proportion to the
      respective amounts described in this clause Second payable to
      them);

     

    Third,
      to payment of that portion of the Obligations constituting accrued and unpaid
      interest on the Loans and Reimbursement Obligations (ratably among the Lenders
      in proportion to the respective amounts described in this clause Third
      payable to them);

     

    Fourth,
      to payment of that portion of the Obligations constituting unpaid principal
      of
      the Loans, Reimbursement Obligations and Specified Obligations (including any
      termination payments and any accrued and unpaid interest thereon) (ratably
      among
      the Lenders and counterparties to the respective Specified Obligations in
      proportion to the respective amounts described in this clause Fourth held
      by them);

     

    Fifth,
      to the Administrative Agent for the account of the applicable Issuing Lender,
      to
      cash collateralize any L/C Obligations then outstanding; and

     

    Last,
      the balance, if any, after all of the Obligations have been indefeasibly paid
      in
      full, to the Borrower or as otherwise required by Law.

     

    Section
      11.5  Administrative
      Agent May File Proofs of Claim.  In
      case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Credit Party, the Administrative Agent (irrespective
      of whether the principal of any Loan or L/C Obligation shall then be due and
      payable as herein expressed or by declaration or otherwise and irrespective
      of
      whether the Administrative Agent shall have made any demand on the Borrower)
      shall be entitled and empowered to, and if required by the Required Lenders
      shall, by intervention in such proceeding or otherwise:

     

    (a)  file
      and
      prove a claim for the whole amount of the principal and interest owing and
      unpaid in respect of the Loans, L/C Obligations and all other Obligations that
      are owing and unpaid and to file such other documents as may be necessary or
      advisable in order to have the claims of the Lenders and the Administrative
      Agent (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Lenders and the Administrative Agent and
      their
      respective agents and counsel and all other amounts due the Lenders and the
      Administrative Agent under Sections 3.3, 4.3 and 13.3)
      allowed in such judicial proceeding; and

     

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

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, in the event
      that
      the Administrative Agent shall consent to the making of such payments directly
      to the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 4.3 and 13.3.

     

    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender or to authorize the Administrative Agent to vote
      in
      respect of the claim of any Lender in any such proceeding.

     

    ARTICLE
      XII

    THE
      ADMINISTRATIVE AGENT

     

    Section
      12.1  Appointment.  Each
      of the Lenders hereby irrevocably designates and appoints Wachovia to act on
      its
      behalf as the Administrative Agent of such Lender under this Agreement and
      the
      other Loan Documents for the term hereof and each such Lender irrevocably
      authorizes Wachovia, as Administrative Agent for such Lender, to take such
      action on its behalf under the provisions of this Agreement and the other Loan
      Documents and to exercise such powers and perform such duties as are expressly
      delegated to the Administrative Agent by the terms of this Agreement and such
      other Loan Documents, together with such other powers as are reasonably
      incidental thereto.  Notwithstanding any provision to the contrary
      elsewhere in this Agreement or such other Loan Documents, the Administrative
      Agent shall not have any duties or responsibilities, except those expressly
      set
      forth herein and therein, or any fiduciary relationship with any Lender, and
      no
      implied covenants, functions, responsibilities, duties, obligations or
      liabilities shall be read into this Agreement or the other Loan Documents or
      otherwise exist against the Administrative Agent.  Any reference to
      the Administrative Agent in this Article XII shall be deemed to refer to
      the Administrative Agent solely in its capacity as Administrative Agent and
      not
      in its capacity as a Lender.

     

    Section
      12.2  Delegation
      of Duties.  The
      Administrative Agent may execute any of its respective duties under this
      Agreement and the other Loan Documents by or through agents or attorneys-in-fact
      and shall be entitled to advice of counsel concerning all matters pertaining
      to
      such duties.  The Administrative Agent shall not be responsible for
      the negligence or misconduct of any agents or attorneys-in-fact selected by
      the
      Administrative Agent with reasonable care.

     

    Section
      12.3  Exculpatory
      Provisions.  Neither
      the Administrative Agent nor any of its officers, directors, employees, agents,
      attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action
      lawfully taken or omitted to be taken by it or such Person under or in
      connection with this Agreement or the other Loan Documents (except for actions
      occasioned solely by its or such Person’s own gross negligence or willful
      misconduct), or (b) responsible in any manner to any of the Lenders for any
      recitals, statements, representations or warranties made by the Borrower or
      any
      of the Credit Parties or any officer thereof contained in this Agreement or
      the
      other Loan Documents or in any certificate, report, statement or other document
      referred to or provided for in, or received by the Administrative Agent under
      or
      in connection with, this Agreement or the other Loan Documents or for the value,
      validity, effectiveness, genuineness, enforceability or sufficiency of this
      Agreement or the other Loan Documents or for any failure of the Borrower or
      any
      of the Credit Parties to perform its obligations hereunder or
      thereunder.  The Administrative Agent shall not be under any
      obligation to any Lender to ascertain or to inquire as to the observance or
      performance of any of the agreements contained in, or conditions of, this
      Agreement, or to inspect the properties, books or records of the Borrower or
      any
      of the Credit Parties.

     

    Section
      12.4  Reliance
      by the Administrative Agent.

     

    (a)  The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any note, writing, resolution, notice, consent, certificate,
      affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
      statement, order or other document or conversation believed by it to be genuine
      and correct and to have been signed, sent or made by the proper Person or
      Persons and upon advice and statements of legal counsel (including, without
      limitation, counsel to the Borrower), independent accountants and other experts
      selected by the Administrative Agent.  The Administrative Agent shall
      be fully justified in failing or refusing to take any action under this
      Agreement and the other Loan Documents unless it shall first receive such advice
      or concurrence of the Required Lenders (or, when expressly required hereby
      or by
      the relevant other Loan Documents, all the Lenders) as it deems appropriate
      or
      it shall first be indemnified to its satisfaction by the Lenders against any
      and
      all liability and expense which may be incurred by it by reason of taking or
      continuing to take any such action except for its own gross negligence or
      willful misconduct.  The Administrative Agent shall in all cases be
      fully protected in acting, or in refraining from acting, under this Agreement
      in
      accordance with a request of the Required Lenders (or, when expressly required
      hereby, all the Lenders), and such request and any action taken or failure
      to
      act pursuant thereto shall be binding upon all the Lenders.

     

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

     

    Section
      12.5  Notice
      of Default.  The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default unless it has received notice
      from
      a Lender or the Borrower referring to this Agreement, describing such Default
      or
      Event of Default and stating that such notice is a “notice of
      default”.  In the event that the Administrative Agent receives such a
      notice, it shall promptly give notice thereof to the Lenders.  The
      Administrative Agent shall take such action with respect to such Default or
      Event of Default as shall be reasonably directed by the Required Lenders (or,
      when expressly required hereby, all the Lenders); provided that unless
      and until the Administrative Agent shall have received such directions, the
      Administrative Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable in the best interests of the Lenders,
except to the extent that other provisions of this Agreement expressly
      require that any such action be taken or not be taken only with the consent
      and
      authorization or the request of the Lenders or Required Lenders, as
      applicable.

     

    Section
      12.6  Non-Reliance
      on the Administrative Agent and Other Lenders.  Each
      Lender expressly acknowledges that neither the Administrative Agent nor any
      of
      its respective officers, directors, employees, agents, attorneys-in-fact,
      Subsidiaries or Affiliates has made any representations or warranties to it
      and
      that no act by the Administrative Agent hereafter taken, including any review
      of
      the affairs of the  Borrower or any Credit Party, shall be deemed to
      constitute any representation or warranty by the Administrative Agent to any
      Lender.  Each Lender represents to the Administrative Agent that it
      has, independently and without reliance upon the Administrative Agent or any
      other Lender, and based on such documents and information as it has deemed
      appropriate, made its own appraisal of and investigation into the business,
      operations, property, financial and other condition and creditworthiness of
      the
      Borrower and its Subsidiaries and made its own decision to make its Loans and
      issue or participate in Letters of Credit hereunder and enter into this
      Agreement.  Each Lender also represents that it will, independently
      and without reliance upon the Administrative Agent 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 analysis, appraisals and decisions in
      taking or not taking action under this Agreement and the other Loan Documents,
      and to make such investigation as it deems necessary to inform itself as to
      the
      business, operations, property, financial and other condition and
      creditworthiness of the Borrower or any Credit Party.  Except for
      notices, reports and other documents expressly required to be furnished to
      the
      Lenders by the Administrative Agent hereunder or by the other Loan Documents,
      the Administrative Agent shall not have any duty or responsibility to provide
      any Lender with any credit or other information concerning the business,
      operations, property, financial and other condition or creditworthiness of
      the
      Borrower or any of the Credit Parties which may come into the possession of
      the
      Administrative Agent or any of its respective officers, directors, employees,
      agents, attorneys-in-fact, Subsidiaries or Affiliates.

     

    Section
      12.7  Indemnification.  The
      Lenders agree to indemnify the Administrative Agent in its capacity as such
      and
      (to the extent not reimbursed by the Borrower and without limiting the
      obligation of the Borrower to do so), ratably according to the respective
      amounts of their Commitment Percentages from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever which may at any time
      (including, without limitation, at any time following the payment of the Loans
      or any Reimbursement Obligation) be imposed on, incurred by or asserted against
      the Administrative Agent in any way relating to or arising out of this Agreement
      or the other Loan Documents, or any documents, reports or other information
      provided to the Administrative Agent or any Lender or contemplated by or
      referred to herein or therein or the transactions contemplated hereby or thereby
      or any action taken or omitted by the Administrative Agent under or in
      connection with any of the foregoing; provided that no Lender shall be
      liable for the payment of any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      to the extent resulting from the Administrative Agent’s bad faith, gross
      negligence or willful misconduct.  The agreements in this Section
      shall survive the payment of the Obligations and the termination of this
      Agreement.

     

    Section
      12.8  The
      Administrative Agent in Its Individual Capacity.  The
      Administrative Agent and its respective Subsidiaries and Affiliates may make
      loans to, accept deposits from and generally engage in any kind of business
      with
      the Borrower as though the Administrative Agent were not the Administrative
      Agent hereunder.  With respect to any Loans made or renewed by it and
      with respect to any Letter of Credit issued by it or participated in by it,
      the
      Administrative Agent shall have the same rights and powers under this Agreement
      and the other Loan Documents as any Lender and may exercise the same as though
      it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall
      include the Administrative Agent in its individual capacity.

     

    Section
      12.9  Resignation
      of the Administrative Agent; Successor Administrative Agent.

     

    (a)  Subject
      to the appointment and acceptance of a successor as provided below, Wachovia
      may
      resign as the Administrative Agent at any time by giving notice thereof to
      the
      Lenders and the Borrower.  Upon any such resignation, the Required
      Lenders shall appoint from among the Lenders a successor administrative agent
      for the Lenders, which successor administrative agent shall be consented to
      by
      the Borrower at all times other than during the existence of an Event of Default
      (which consent of the Borrower shall not be unreasonably withheld or
      delayed).  If no successor administrative agent shall have been so
      appointed by the Required Lenders and shall have accepted such appointment
      within thirty (30) days after the Administrative Agent’s giving of notice of
      resignation, then the Administrative Agent may, on behalf of the Lenders,
      appoint a successor administrative agent.  Upon the acceptance of any
      appointment as Administrative Agent hereunder by a successor administrative
      agent, such successor administrative agent shall thereupon succeed to and become
      vested with all rights, powers, privileges and duties of the retiring
      Administrative Agent and the retiring Administrative Agent shall be discharged
      from its duties and obligations hereunder without any other or further act
      or
      deed on the part of such retiring Administrative Agent or any other
      Lender.  After any retiring Administrative Agent’s resignation
      hereunder as Administrative Agent, the provisions of this Article XII and
Section 13.3 shall inure to its benefit as to any actions taken or
      omitted to be taken by it while it was Administrative Agent under this
      Agreement.  If no successor administrative agent has accepted
      appointment as Administrative Agent by the date which is thirty (30) days
      following a retiring Administrative Agent’s notice of resignation, the retiring
      Administrative Agent’s resignation shall nevertheless thereupon become effective
      and the Lenders shall perform all of the duties of the Administrative Agent
      hereunder until such time, if any, as the Required Lenders appoint a successor
      agent as provided for above.

     

    (b)  Notwithstanding
      anything to the contrary contained herein, (A) Wachovia may, upon thirty (30)
      days’ notice to the Borrower, resign as Swingline Lender and (B) any Issuing
      Lender may, upon thirty (30) days’ notice to the Borrower, the Administrative
      Agent and the Lenders, resign as an Issuing Lender.  In the event of
      any such resignation as Issuing Lender or Swingline Lender, the Borrower shall
      be entitled to appoint from among the Lenders, subject to acceptance of such
      appointment by the Lender so chosen, a successor Issuing Lender or Swingline
      Lender hereunder; provided that no failure by the Borrower to appoint any
      such successor shall affect the resignation of Wachovia as Swingline Lender
      or
      the resignation of any Issuing Lender as an Issuing Lender, as the case may
      be.  If any Issuing Lender resigns as an Issuing Lender, it shall
      retain all the rights and obligations of an Issuing Lender hereunder with
      respect to all Letters of Credit outstanding as of the effective date of its
      resignation as an Issuing Lender and all L/C Obligations with respect thereto,
      including the right to require the Lenders to make Revolving Credit Loans or
      fund risk participations for unreimbursed amounts of Letters of Credit pursuant
      to Section 3.4.  If Wachovia resigns as Swingline Lender, it
      shall retain all the rights of the Swingline Lender provided for hereunder
      with
      respect to Swingline Loans made by it and outstanding as of the effective date
      of such resignation, including the right to require the Lenders to make
      Revolving Credit Loans or fund risk participations in outstanding Swingline
      Loans pursuant to Section 2.2(b).

     

    Section
      12.10  Collateral
      and Guaranty Matters.  The
      Lenders irrevocably authorize the Administrative Agent, at its option and in
      its
      discretion (without notice to, or vote or consent of, any counterparty to any
      Specified Hedge Agreement or Specified Cash Management Agreement that was a
      Lender or an Affiliate of any Lender at the time such agreement was
      executed):

     

    (a)  to
      release any Lien on any Collateral granted to or held by the Administrative
      Agent, for the ratable benefit of itself and the other Secured Parties (whether
      or not on the date of such release there may be outstanding Specified
      Obligations or contingent or indemnification obligations not then due), under
      any Loan Document (i) upon repayment of the outstanding principal of and all
      accrued interest on the Loans, payment of all outstanding fees and expenses
      hereunder, the termination of the Lenders’ Commitments and the expiration or
      termination of all Letters of Credit, (ii) that is sold or to be sold as part
      of
      or in connection with any sale permitted hereunder or under any other Loan
      Document, or (iii) subject to Section 13.2, if approved, authorized or
      ratified in writing by the Required Lenders;

     

    (b)  to
      subordinate any Lien on any Collateral (whether or not on the date of such
      release there may be outstanding Specified Obligations or contingent or
      indemnification obligations not then due) granted to or held by the
      Administrative Agent under any Loan Document to the holder of any Lien on such
      Collateral that is permitted by Section 10.2(g); and

     

    (c)  to
      release any Guarantor (whether or not on the date of such release there may
      be
      outstanding Specified Obligations or contingent or indemnification obligations
      not then due) from its obligations under the Guaranty Agreement if such Person
      ceases to be a Subsidiary as a result of a transaction permitted
      hereunder.

     

    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Guaranty Agreement pursuant to
      this
      Section.

     

    Section
      12.11  Other
      Agents, Arrangers and Managers.  None
      of the Lenders or other Persons identified on the facing page or signature
      pages
      of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”
shall have any right, power, obligation, liability, responsibility or duty
      under
      this Agreement other than, in the case of such Lenders, those applicable to
      all
      Lenders as such.  Without limiting the foregoing, none of the Lenders
      or other Persons so identified shall have or be deemed to have any fiduciary
      relationship with any Lender.  Each Lender acknowledges that it has
      not relied, and will not rely, on any of the Lenders or other Persons so
      identified in deciding to enter into this Agreement or in taking or not taking
      action hereunder.

     

    ARTICLE
      XIII

    MISCELLANEOUS

     

    Section
      13.1  Notices.

     

    (a)  Notices
      Generally.  Except in the case of notices and other communications
      expressly permitted to be given by telephone (and except as provided in
      paragraph (b) below), all 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 telecopier as
      follows:

     

    


    
      	
              If
                to the Borrower:

            	
              LMI
                Aerospace, Inc.

              411
                Fountain Lakes Blvd.

              St.
                Charles, Missouri  63301

              Attention:  Lawrence
                E. Dickinson

              Telephone
                No.: (636) 916-2150

              Telecopy
                No.: (636) 949-1576

              E-mail:  edickinson@lmiaerospace.com

              Webpage:  www.lmiaerospace.com

            
	 	 
	
              With
                copies to:

            	
              Gallop,
                Johnson & Neuman, L.C.

              101
                South Hanley, Suite 1700

              St.
                Louis, Missouri 63105

              Attention:
                John P. Walsh, Esq.

              Telephone
                No.: (314) 615-6263

              Telecopy
                No.: (314) 615-6001

              E-mail:  jpwalsh@gjn.com

            
	 	 
	
              If
                to Wachovia as

               Administrative
                Agent:

            	
              Wachovia
                Bank, National Association

              Charlotte
                Plaza, CP-8

              201
                South College Street

              Charlotte,
                North Carolina 28288-0680

              Attention:  Syndication
                Agency Services

              Telephone
                No.:  (704) 374-2698

              Telecopy
                No.:  (704) 383-0288

            
	 	 
	
              With
                copies to:

            	
              1
                South Broad Street

              PA4843

              Philadelphia,
                Pennsylvania 19107

              Attention:
                William F. Fox

              Telephone
                No.: (267) 321-6612

              Telecopy
                No.: (267) 321-6700

              E-mail:                        bill.fox@wachovia.com

            
	 	 
	
              If
                to any Lender:

            	
              To
                the address set forth on the
                Register

            


    

     

    
Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient).  Notices delivered through electronic communications to
      the extent provided in paragraph (b) below, shall be effective as provided
      in
      said paragraph (b).

     

    (b)  Electronic
      Communications.

     

    (i)  Notices
      and other communications to the Lenders and the Issuing Lenders hereunder may
      be
      delivered or furnished by electronic communication (including e-mail and
      Internet or intranet websites) pursuant to procedures approved by the
      Administrative Agent, provided that the foregoing shall not apply to
      notices to any Lender or the Issuing Bank pursuant to Article II if such
      Lender or the Issuing Bank, as applicable, has notified the Administrative
      Agent
      that is incapable of receiving notices under such Article by electronic
      communication.  The Administrative Agent or the Borrower may, in its
      discretion, agree to accept notices and other communications to it hereunder
      by
      electronic communications pursuant to procedures approved by it, provided
      that approval of such procedures may be limited to particular notices or
      communications.

     

    (ii)  Unless
      the Administrative Agent otherwise prescribes, (A) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided that if such notice or other
      communication is not sent during the normal business hours of the recipient,
      such notice or communication shall be deemed to have been sent at the opening
      of
      business on the next business day for the recipient, and (B) notices or
      communications posted to an Internet or intranet website shall be deemed
      received upon the deemed receipt by the intended recipient at its e-mail address
      as described in the foregoing clause (A) of notification that such notice or
      communication is available and identifying the website address
      therefor.

     

    (c)  Administrative
      Agent’s Office.  The Administrative Agent hereby designates its
      office located at the address set forth above, or any subsequent office which
      shall have been specified for such purpose by written notice to the Borrower
      and
      Lenders, as the Administrative Agent’s Office referred to herein, to which
      payments due are to be made and at which Loans will be disbursed and Letters
      of
      Credit requested.

     

    (d)  Change
      of Address, Etc.  Any party hereto may change its address or
      telecopier number for notices and other communications hereunder by notice
      to
      the other parties hereto.

     

    Section
      13.2  Amendments,
      Waivers and Consents.  Except
      as set forth below or as specifically provided in any Loan Document, any term,
      covenant, agreement or condition of this Agreement or any of the other Loan
      Documents may be amended or waived by the Lenders, and any consent given by
      the
      Lenders, if, but only if, such amendment, waiver or consent is in writing signed
      by the Required Lenders (or by the Administrative Agent with the consent of
      the
      Required Lenders) and delivered to the Administrative Agent and, in the case
      of
      an amendment, signed by the Borrower; provided, that no amendment, waiver
      or consent shall:

     

    (a)  waive
      any
      condition set forth in Section 5.2 without the written consent of each
      Lender directly affected thereby;

     

    (b)  amend
      Section 11.1 or waive any of the conditions set forth in Section
      5.3 or waive any Default or Event of Default for purposes of waiving any of
      the conditions set forth in Section 5.3 without the prior written consent
      of any combination of Revolving Credit Lenders whose Commitments aggregate
      more
      than fifty percent (50%) of the Aggregate Commitments;

     

    (c)  extend
      or
      increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section 11.2) or the amount of Loans of any Lender without
      the written consent of such Lender;

     

    (d)  postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      of
      principal, interest, fees or other amounts due to the Lenders (or any of them)
      hereunder or under any other Loan Document without the written consent of each
      Lender directly affected thereby;

     

    (e)  reduce
      the principal of, or the rate of interest specified herein on, any Loan or
      Reimbursement Obligation, or (subject to clause (iv) of the second proviso
      to
      this Section) any fees or other amounts payable hereunder or under any other
      Loan Document without the written consent of each Lender directly affected
      thereby; provided that only the consent of the Required Lenders shall be
      necessary (i) to waive any obligation of the Borrower to pay interest at the
      rate set forth in Section 4.1(c) during the continuance of an Event of
      Default, or (ii) to amend any financial covenant hereunder (or any defined
      term
      used therein) even if the effect of such amendment would be to reduce the rate
      of interest on any Loan or L/C Obligation or to reduce any fee payable
      hereunder;

     

    (f)  change
      Section 4.4 or Section 11.4 in a manner that would alter the
prorata sharing of payments required thereby without
      the written
      consent of each Lender directly affected thereby;

     

    (g)  change
      any provision of this Section or the definition of “Required Lenders” or any
      other provision hereof specifying the number or percentage of Lenders required
      to amend, waive or otherwise modify any rights hereunder or make any
      determination or grant any consent hereunder, without the written consent of
      each Lender;

     

    (h)  release
      all of the Guarantors or release Guarantors comprising substantially all of
      the
      credit support for the Obligations, in either case, from the Subsidiary Guaranty
      Agreement (other than as authorized in Section 12.10) or as otherwise
      specifically permitted or contemplated in this Agreement or the Subsidiary
      Guaranty Agreement), without the written consent of each Lender; or

     

    (i)  release
      all or a material portion of the Collateral or release any Security Document
      (other than as authorized in Section 12.10 or as otherwise specifically
      permitted or contemplated in this Agreement or the applicable Security Document)
      without the written consent of each Lender;

     

    providedfurther,
      that (i) no amendment, waiver or consent shall, unless in writing and signed
      by
      the applicable Issuing Lender in addition to the Lenders required above, affect
      the rights or duties of such Issuing Lender under this Agreement or any Letter
      of Credit Application relating to any Letter of Credit issued or to be issued
      by
      it; (ii) no amendment, waiver or consent shall, unless in writing and signed
      by
      the Swingline Lender in addition to the Lenders required above, affect the
      rights or duties of the Swingline Lender under this Agreement; (iii) no
      amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent in addition to the Lenders required above, affect the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
      thereunder waived, in a writing executed only by the parties
      thereto.  Notwithstanding anything to the contrary herein, no
      Defaulting Lender shall have any right to approve or disapprove any amendment,
      waiver or consent hereunder, except that the Commitment of such Lender may
      not
      be increased or extended without the consent of such Lender.

     

    In
      addition, notwithstanding anything to the contrary contained herein, each Lender
      hereby authorizes the Administrative Agent on its behalf, and without its
      further consent, to enter into amendments to this Agreement and the other Loan
      Documents as the Administrative Agent may reasonably deem appropriate in order
      to effectuate any increase in the Aggregate Commitments pursuant to Section
      2.7, including, without limitation, amendments to permit such increases in
      the Aggregate Commitments to share ratably in the benefits of this Agreement
      and
      the other Loan Documents and to include appropriately any Lenders under such
      increases in the Aggregate Commitments in any determination of Required Lenders;
      provided that no such amendment shall adversely affect in any material
      respect the rights of any Lender, in each case, without the written consent
      of
      such Lender.

     

    Section
      13.3  Expenses;
      Indemnity.

     

    (a)  Costs
      and Expenses.  The Borrower and each other Credit Party, jointly
      and severally, shall pay (i) all reasonable out-of-pocket expenses incurred
      by the Administrative Agent and its Affiliates (including the reasonable fees,
      charges and disbursements of counsel for the Administrative Agent), in
      connection with the syndication of the credit facilities provided for herein,
      the preparation, negotiation, execution, delivery and administration of this
      Agreement and the other Loan Documents or any amendments, modifications or
      waivers of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable
      out-of-pocket expenses incurred by any Issuing Lender in connection with the
      issuance, amendment, renewal or extension of any Letter of Credit or any demand
      for payment thereunder and (iii) all out-of-pocket expenses incurred by the
      Administrative Agent, any Lender or any Issuing Lender (including the fees,
      charges and disbursements of any counsel for the Administrative Agent, any
      Lender or any Issuing Lender), in connection with the enforcement or protection
      of its rights (A) in connection with this Agreement and the other Loan
      Documents, including its rights under this Section, or (B) in connection
      with the Loans made or Letters of Credit issued hereunder, including all such
      out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of such Loans or Letters of Credit.

     

    (b)  Indemnification
      by the Borrower.  The Borrower shall indemnify the Administrative
      Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and
      each
      Related Party of any of the foregoing Persons (each such Person being called
      an
“Indemnitee”) against, and hold each Indemnitee harmless from, and shall
      pay or reimburse any such Indemnitee for, any and all losses, claims (including,
      without limitation, any Environmental Claims or civil penalties or fines
      assessed by OFAC), damages, liabilities and related expenses (including the
      fees, charges and disbursements of any counsel for any Indemnitee), incurred
      by
      any Indemnitee or asserted against any Indemnitee by any third party or by
      the
      Borrower or any other Credit Party arising out of, in connection with, or as
      a
      result of (i) the execution or delivery of this Agreement, any other Loan
      Document or any agreement or instrument contemplated hereby or thereby, the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder or the consummation of the transactions contemplated hereby or
      thereby, (ii) any Loan or Letter of Credit or the use or proposed use of
      the proceeds therefrom (including any refusal by any Issuing Lender to honor
      a
      demand for payment under a Letter of Credit if the documents presented in
      connection with such demand do not strictly comply with the terms of such Letter
      of Credit), (iii) any actual or alleged presence or Release of Hazardous
      Materials on or from any property owned or operated by the Borrower or any
      of
      its Subsidiaries, or any Environmental Claim related in any way to the Borrower
      or any of its Subsidiaries, (iv) any actual or prospective claim,
      litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory, whether brought by a third
      party or by the Borrower or any other Credit Party or any Subsidiary thereof,
      and regardless of whether any Indemnitee is a party thereto, or (v) any claim
      (including, without limitation, any Environmental Claims or civil penalties
      or
      fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets
      Control), investigation, litigation or other proceeding (whether or not the
      Administrative Agent or any Lender is a party thereto) and the prosecution
      and
      defense thereof, arising out of or in any way connected with the Loans, this
      Agreement, any other Loan Document, or any documents contemplated by or referred
      to herein or therein or the transactions contemplated hereby or thereby,
      including without limitation, reasonable attorneys and consultant’s fees,
provided that such indemnity shall not, as to any Indemnitee, be
      available to the extent that such losses, claims, damages, liabilities or
      related expenses (x) are determined by a court of competent jurisdiction by
      final and nonappealable judgment to have resulted from the gross negligence
      or
      willful misconduct of such Indemnitee or (y) result from a claim brought by
      the Borrower or any other Credit Party against an Indemnitee for breach in
      bad
      faith of such Indemnitee's obligations hereunder or under any other Loan
      Document, if the Borrower or such Credit Party has obtained a final and
      nonappealable judgment in its favor on such claim as determined by a court
      of
      competent jurisdiction.

     

    (c)  Reimbursement
      by Lenders.  To the extent that the Borrower for any reason fails
      to indefeasibly pay any amount required under clause (a) or (b) of this
      Section to be paid by it to the Administrative Agent (or any sub-agent thereof),
      any Issuing Lender or any Related Party of any of the foregoing, each Lender
      severally agrees to pay to the Administrative Agent (or any such sub-agent),
      each Issuing Lender or such Related Party, 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 any such sub-agent) or such Issuing Lender in its
      capacity as such, or against any Related Party of any of the foregoing acting
      for the Administrative Agent (or any such sub-agent) or such Issuing Lender
      in
      connection with such capacity.  The obligations of the Lenders under
      this clause (c) are subject to the provisions of
Section 4.7.

     

    (d)  Waiver
      of Consequential Damages, Etc.  To the fullest extent permitted by
      Applicable Law, the Borrower shall not assert, and 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, any
      other
      Loan Document or any agreement or instrument contemplated hereby, the
      transactions contemplated hereby or thereby, any Loan or Letter of Credit or
      the
      use of the proceeds thereof.  No Indemnitee referred to in clause (b)
      above shall be liable for any damages arising from the use by unintended
      recipients of any information or other materials distributed by it through
      telecommunications, electronic or other information transmission systems in
      connection with this Agreement or the other Loan Documents or the transactions
      contemplated hereby or thereby.

     

    (e)  Payments.  All
      amounts due under this Section shall be payable promptly after demand
      therefor.

     

    Section
      13.4  Right
      of Set-off.  If
      an Event of Default shall have occurred and be continuing, each Lender, each
      Issuing Lender, the Swingline Lender and each of their respective Affiliates
      is
      hereby authorized at any time and from time to time, to the fullest extent
      permitted by Applicable Law, to set off and apply any and all deposits (general
      or special, time or demand, provisional or final, in whatever currency) at
      any
      time held and other obligations (in whatever currency) at any time owing by
      such
      Lender, such Issuing Lender, the Swingline Lender or any such Affiliate to
      or
      for the credit or the account of the Borrower or any other Credit Party against
      any and all of the obligations of the Borrower or such Credit Party now or
      hereafter existing under this Agreement or any other Loan Document to such
      Lender, such Issuing Lender or the Swingline Lender, irrespective of whether
      or
      not such Lender, such Issuing Lender or the Swingline Lender shall have made
      any
      demand under this Agreement or any other Loan Document and although such
      obligations of the Borrower or such Credit Party may be contingent or unmatured
      or are owed to a branch or office of such Lender, such Issuing Lender or the
      Swingline Lender different from the branch or office holding such deposit or
      obligated on such indebtedness.  The rights of each Lender, such
      Issuing Lender, the Swingline Lender and their respective Affiliates under
      this
      Section are in addition to other rights and remedies (including other rights
      of
      setoff) that such Lender, such Issuing Lender, the Swingline Lender or their
      respective Affiliates may have.  Each Lender, each Issuing Lender and
      the Swingline Lender agree to notify the Borrower and the Administrative Agent
      promptly after any such setoff and application; provided that the failure
      to give such notice shall not affect the validity of such setoff and
      application.

     

    Section
      13.5  Governing
      Law, Jurisdiction, Etc.

     

    (a)  Governing
      Law.  This Agreement and the other Loan Documents, unless
      expressly set forth therein, shall be governed by, construed and enforced in
      accordance with the laws of the State of New York, including Section 5-1401
      and
      Section 5-1402 of the General Obligations Law of the State of New York, without
      reference to any other conflicts of law principles thereof.

     

    (b)  Submission
      to Jurisdiction.  The Borrower irrevocably and
      unconditionally submits, for itself and its property, to the nonexclusive
      jurisdiction of the courts of the State of New York sitting in the Borough
      of
      Manhattan, City of New York and of the United States District Court for the
      Southern District of New York and any appellate court from any thereof, in
      any
      action or proceeding arising out of or relating to this Agreement or any other
      Loan Document, or for recognition or enforcement of any judgment, and each
      of
      the parties hereto 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 court or, to the fullest extent permitted by Applicable 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 or in any other Loan
      Document shall affect any right that the Administrative Agent, any Lender or
      any
      Issuing Lender may otherwise have to bring any action or proceeding relating
      to
      this Agreement or any other Loan Document against the Borrower or its properties
      in the courts of any jurisdiction.

     

    (c)  Waiver
      of Venue.  The Borrower irrevocably and unconditionally
      waives, to the fullest extent permitted by Applicable Law, any objection that
      it
      may now or hereafter have to the laying of venue of any action or proceeding
      arising out of or relating to this Agreement or any other Loan Document in
      any
      court referred to in paragraph (b) of this Section.  Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      Applicable Law, the defense of an inconvenient forum to the maintenance of
      such
      action or proceeding in any such court.

     

    (d)  Service
      of Process.  Each party hereto irrevocably consents to
      service of process in the manner provided for notices in Section
      13.1.  Nothing in this Agreement will affect the right of any
      party hereto to serve process in any other manner permitted by Applicable
      Law.

     

    Section
      13.6  Waiver
      of Jury Trial.

     

    (a)  EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
      (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 BY, AMONG OTHER THINGS,
      THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    Section
      13.7  Reversal
      of Payments.  To
      the extent the Borrower makes a payment or payments to the Administrative Agent
      for the ratable benefit of the Lenders or the Administrative Agent receives
      any
      payment or proceeds of the collateral which payments or proceeds or any part
      thereof are subsequently invalidated, declared to be fraudulent or preferential,
      set aside and/or required to be repaid to a trustee, receiver or any other
      party
      under any bankruptcy law, state or federal law, common law or equitable cause,
      then, to the extent of such payment or proceeds repaid, the Obligations or
      part
      thereof intended to be satisfied shall be revived and continued in full force
      and effect as if such payment or proceeds had not been received by the
      Administrative Agent.

     

    Section
      13.8  Injunctive
      Relief.  The
      Borrower recognizes that, in the event the Borrower fails to perform, observe
      or
      discharge any of its obligations or liabilities under this Agreement, any remedy
      of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower
      agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary
      and permanent injunctive relief in any such case without the necessity of
      proving actual damages.

     

    Section
      13.9  Accounting
      Matters.  If
      at any time any change in GAAP would affect the computation of any financial
      ratio or requirement set forth in any Loan Document, and either the Borrower
      or
      the Required Lenders shall so request, the Administrative Agent, the Lenders
      and
      the Borrower shall negotiate in good faith to amend such ratio or requirement
      to
      preserve the original intent thereof in light of such change in GAAP (subject
      to
      the approval of the Required Lenders); provided that, until so amended,
      (i) such ratio or requirement shall continue to be computed in accordance with
      GAAP prior to such change therein and (ii) the Borrower shall provide to
      the Administrative Agent and the Lenders financial statements and other
      documents required under this Agreement or as reasonably requested hereunder
      setting forth a reconciliation between calculations of such ratio or requirement
      made before and after giving effect to such change in GAAP.

     

    Section
      13.10  Successors
      and Assigns; Participations.

     

    (a)  Successors
      and Assigns Generally.  The provisions of this Agreement shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and assigns permitted hereby, except that neither the Borrower nor
      any other Credit Party may assign or otherwise transfer any of its rights or
      obligations hereunder without the prior written consent of the Administrative
      Agent and each Lender and no Lender may assign or otherwise transfer any of
      its
      rights or obligations hereunder except (i) to an assignee in accordance with
      the
      provisions of paragraph (b) of this Section, (ii) by way of participation in
      accordance with the provisions of paragraph (d) of this Section or (iii) by
      way
      of pledge or assignment of a security interest subject to the restrictions
      of
      paragraph (f) of this Section (and any other attempted assignment or transfer
      by
      any party hereto shall be null and void).  Nothing in this Agreement,
      expressed or implied, shall be construed to confer upon any Person (other than
      the parties hereto, their respective successors and assigns permitted hereby,
      Participants to the extent provided in paragraph (d) of this Section and, to
      the
      extent expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent and the Lenders) any legal or equitable right, remedy
      or
      claim under or by reason of this Agreement.

     

    (b)  Assignments
      by Lenders.  Any Lender may at any time assign to one or more
      assignees all or a portion of its rights and obligations under this Agreement
      (including all or a portion of its Commitment and the Loans at the time owing
      to
      it); provided that any such assignment shall be subject to the following
      conditions:

     

    (i)  Minimum
      Amounts.

     

    (A)  in
      the
      case of an assignment of the entire remaining amount of the assigning Lender’s
      Commitment and the Loans at the time owing to it or in the case of an assignment
      to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
      need be assigned; and

     

    (B)  in
      any
      case not described in paragraph (b)(i)(A) of this Section, the aggregate amount
      of the Commitment (which for this purpose includes Loans outstanding thereunder)
      or, if the applicable Commitment is not then in effect, the principal
      outstanding balance of the Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Assumption with respect
      to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall
      not
      be less than $5,000,000, unless each of the Administrative Agent and, so long
      as
      no Event of Default has occurred and is continuing, the Borrower otherwise
      consents (each such consent not to be unreasonably withheld or delayed);
provided that the Borrower shall be deemed to have given its consent five
      (5) Business Days after the date written notice thereof has been delivered
      by
      the assigning Lender (through the Administrative Agent) unless such consent
      is
      expressly refused by the Borrower prior to such fifth (5th) Business
      Day;

     

    (ii)  Required
      Consents.  No consent shall be required for any assignment except
      to the extent required by paragraph (b)(i)(B) of this Section and, in
      addition:

     

    (A)  the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required unless (x) an Event of Default has occurred and
      is
      continuing at the time of such assignment or (y) such assignment is to a Lender,
      an Affiliate of a Lender or an Approved Fund;

     

    (B)  the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required for any assignment if such assignment
      is
      to a Person that is not a Lender with a Commitment, an Affiliate of such Lender
      or an Approved Fund with respect to such Lender; and

     

    (C)  the
      consents of the applicable Issuing Lender and the Swingline Lender (such
      consents not to be unreasonably withheld or delayed) shall be required for
      any
      assignment that increases the obligation of the assignee to participate in
      exposure under one or more Letters of Credit (whether or not then outstanding)
      or for any assignment in respect of the Revolving Credit Facility.

     

    (iii)  Assignment
      and Assumption.  The parties to each assignment shall execute and
      deliver to the Administrative Agent an Assignment and Assumption, together
      with
      a processing and recordation fee of $3,500 for each assignment,
and the assignee, if it is not a Lender, shall deliver to
      the
      Administrative Agent an Administrative Questionnaire.

     

    (iv)  No
      Assignment to Borrower.  No such assignment shall be made to the
      Borrower or any of the Borrower’s Affiliates or Subsidiaries.

     

    (v)  No
      Assignment to Natural Persons.  No such assignment shall be made
      to a natural person.

     

    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      paragraph (c) of this Section, from and after the effective date specified
      in
      each Assignment and Assumption, the assignee thereunder shall be a party to
      this
      Agreement and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this Agreement,
      and the assigning Lender thereunder shall, to the extent of the interest
      assigned by such Assignment and Assumption, be released from its obligations
      under this Agreement (and, in the case of an Assignment and Assumption covering
      all of the 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 4.8, 4.9, 4.10, 4.11 and
13.3 with respect to facts and circumstances
      occurring prior to the
      effective date of such assignment.  Any assignment or transfer by a
      Lender of rights or obligations under this Agreement that does not comply with
      this paragraph shall be treated for purposes of this Agreement as a sale by
      such
      Lender of a participation in such rights and obligations in accordance with
      paragraph (d) of this Section.

     

    (c)  Register.  The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at one of its offices in Charlotte, North Carolina,
      a
      copy of each Assignment and Assumption delivered to it and a register for the
      recordation of the names and addresses of the Lenders, and the Commitment of,
      and principal amounts of the Loans owing to, each Lender pursuant to the terms
      hereof from time to time (the “Register”).  The entries in the
      Register shall be conclusive, and the Borrower, the Administrative 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 and any Lender (but only to the extent
      of entries in the Register that are applicable to such Lender), at any
      reasonable time and from time to time upon reasonable prior notice.

     

    (d)  Participations.  Any
      Lender may at any time, without the consent of, or notice to, the
      Borrower or the Administrative Agent, sell participations to any Person (other
      than a natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “Participant”) in all or a portion of such
      Lender’s rights and/or obligations under this Agreement (including all or a
      portion of its Commitment and/or the Loans owing to it); provided 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 and (iii) the Borrower, the Administrative
      Agent, the Issuing Lenders, the Swingline Lender and the other Lenders shall
      continue to deal solely and directly with such Lender in connection with such
      Lender’s rights and obligations under this Agreement.

     

    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided that such agreement or instrument may provide
      that such Lender will not, without the consent of the Participant, agree to
      any
      amendment, modification or waiver or modification described in Section
      13.2 that directly affects such Participant and could not be affected by a
      vote of the Required Lenders.  Subject to paragraph (e) of this
      Section, the Borrower agrees that each Participant shall be entitled to the
      benefits of Sections 4.8, 4.9, 4.10 and 4.11 to the
      same extent as if it was a Lender and had acquired its interest by assignment
      pursuant to paragraph (b) of this Section.  To the extent permitted by
      law, each Participant also shall be entitled to the benefits of Section
      13.4 as though it were a Lender, provided such Participant agrees to be
      subject to Section 4.6 as though it were a Lender.

     

    (e)  Limitations
      upon Participant Rights.  A Participant shall not be entitled to
      receive any greater payment under Sections 4.10 and
4.11 than the applicable Lender would have been entitled
      to
      receive with respect to the participation sold to such Participant, unless
      the
      sale of the participation to such Participant is made with the Borrower’s prior
      written consent.  A Participant that would be a Foreign Lender if it
      were a Lender shall not be entitled to the benefits of Section 4.11
      unless the Borrower is notified of the participation sold to such Participant
      and such Participant agrees, for the benefit of the Borrower, to comply with
      Section 4.11(e) as though it were a Lender.

     

    (f)  Certain
      Pledges.  Any Lender may at any time pledge or assign a security
      interest in all or any portion of its rights under this Agreement to secure
      obligations of such Lender, including without limitation any pledge or
      assignment to secure obligations to a Federal Reserve Bank; provided that
      no such pledge or assignment shall release such Lender from any of its
      obligations hereunder or substitute any such pledgee or assignee for such Lender
      as a party hereto.

     

    Section
      13.11  Confidentiality.  Each
      of the Administrative Agent, the Lenders and the Issuing Lenders agrees to
      maintain the confidentiality of the Information (as defined below), except
      that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and other representatives (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 purporting to have jurisdiction
      over it (including any self-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)
      to any other party hereto, (e) in connection with the exercise of any remedies
      hereunder or under any other Loan Document or any action or proceeding relating
      to this Agreement or any other Loan Document (or any Hedging Agreement with
      a
      Lender or the Administrative Agent) or the enforcement of rights hereunder
      or
      thereunder, (f) subject to an agreement containing provisions substantially
      the
      same as those of this Section, to (i) any assignee of or Participant in, or
      any
      prospective assignee of or Participant in, any of its rights or obligations
      under this Agreement, Participant or proposed Participant, or (ii) any actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower and its obligations, (g) with the consent of the
      Borrower, (h) to Gold Sheets and other similar bank trade publications,
      such information to consist of deal terms and other information customarily
      found in such publications, or (i) to the extent such Information (x) becomes
      publicly available other than as a result of a breach of this Section or (y)
      becomes available to the Administrative Agent, any Lender, any Issuing Lender
      or
      any of their respective Affiliates on a nonconfidential basis from a source
      other than the Borrower.  For purposes of this Section,
“Information” means all information received from the Borrower or any of
      its Subsidiaries relating to the Borrower or any of its Subsidiaries or any
      of
      their respective businesses, other than any such information that is available
      to the Administrative Agent, any Lender or any Issuing Lender on a
      nonconfidential basis prior to disclosure by the Borrower or any of its
      Subsidiaries; provided that, in the case of information received from the
      Borrower or any of its Subsidiaries 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 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 to its own
      confidential information.

     

    Section
      13.12  Performance
      of Duties.  Each
      of the Credit Party’s obligations under this Agreement and each of the other
      Loan Documents shall be performed by such Credit Party at its sole cost and
      expense.

     

    Section
      13.13  All
      Powers Coupled with Interest.  All
      powers of attorney and other authorizations granted to the Lenders, the
      Administrative Agent and any Persons designated by the Administrative Agent
      or
      any Lender pursuant to any provisions of this Agreement or any of the other
      Loan
      Documents shall be deemed coupled with an interest and shall be irrevocable
      so
      long as any of the Obligations remain unpaid or unsatisfied, any of the
      Aggregate Commitment remains in effect or the Credit Facility has not been
      terminated.

     

    Section
      13.14  Survival
      of Indemnities.  Notwithstanding
      any termination of this Agreement, the indemnities to which the Administrative
      Agent and the Lenders are entitled under the provisions of this Article
      XIII and any other provision of this Agreement and the other Loan Documents
      shall continue in full force and effect and shall protect the Administrative
      Agent and the Lenders against events arising after such termination as well
      as
      before.

     

    Section
      13.15  Titles
      and Captions.  Titles
      and captions of Articles, Sections and subsections in, and the table of contents
      of, this Agreement are for convenience only, and neither limit nor amplify
      the
      provisions of this Agreement.

     

    Section
      13.16  Severability
      of Provisions.  Any
      provision of this Agreement or any other Loan Document which is prohibited
      or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      only to the extent of such prohibition or unenforceability without invalidating
      the remainder of such provision or the remaining provisions hereof or thereof
      or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    Section
      13.17  Counterparts;
      Integration; Effectiveness; Electronic Execution.

     

    (a)  Counterparts;
      Integration; Effectiveness.  This Agreement may be executed in
      counterparts (and by different parties hereto in different counterparts), each
      of which shall constitute an original, but all of which when taken together
      shall constitute a single contract.  This Agreement and the other Loan
      Documents, and any separate letter agreements with respect to fees payable
      to
      the Administrative Agent, constitute the entire contract among the parties
      relating to the subject matter hereof and supersede any and all previous
      agreements and understandings, oral or written, relating to the subject matter
      hereof.  In the event of any conflict between the provisions of this
      Agreement and those of any other Loan Document, the provisions of this Agreement
      shall control; provided that the inclusion of supplemental rights or
      remedies in favor of the Administrative Agent or the Lenders in any other Loan
      Document shall not be deemed a conflict with this Agreement.  Each
      Loan Document was drafted with the joint participation of the respective parties
      thereto and shall be construed neither against nor in favor of any party, but
      rather in accordance with the fair meaning thereof.  Except as
      provided in Section 5.2, this Agreement shall become effective when it
      shall have been executed by the Administrative Agent and when the Administrative
      Agent shall have received counterparts hereof that, when taken together, bear
      the signatures of each of the other parties hereto.  Delivery of an
      executed counterpart of a signature page of this agreement by telecopy shall
      be
      effective as delivery of a manually executed counterpart of this
      Agreement.

     

    (b)  Electronic
      Execution of Assignments. The words “execution,” “signed,” “signature,” and
      words of like import in any Assignment and Assumption shall be deemed to include
      electronic signatures or the keeping of records in electronic form, each of
      which shall be of the same legal effect, validity or enforceability as a
      manually executed signature or the use of a paper-based recordkeeping system,
      as
      the case may be, to the extent and as provided for in any applicable law,
      including the Federal Electronic Signatures in Global and National Commerce
      Act,
      the New York State Electronic Signatures and Records Act, or any other similar
      state laws based on the Uniform Electronic Transactions Act.

     

    Section
      13.18  Term
      of Agreement.  This
      Agreement shall remain in effect from the Closing Date through and including
      the
      date upon which all Obligations arising hereunder or under any other Loan
      Document shall have been indefeasibly and irrevocably paid and satisfied in
      full
      and the Aggregate Commitment has been terminated.  No termination of
      this Agreement shall affect the rights and obligations of the parties hereto
      arising prior to such termination or in respect of any provision of this
      Agreement which survives such termination.

     

    Section
      13.19  USA
      Patriot Act.  The
      Administrative Agent and each Lender hereby notifies the Borrower that pursuant
      to the Act, it is required to obtain, verify and record information that
      identifies the Borrower and Guarantors, which information includes the name
      and
      address of each Borrower and Guarantor and other information that will allow
      such Lender to identify such Borrower or Guarantor in accordance with the
      Act

     

    Section
      13.20  Advice
      of Counsel; No Strict Construction.  Each
      of the parties represents to each other party hereto that it has discussed
      this
      Agreement with its counsel.  The parties hereto have participated
      jointly in the negotiation and drafting of this Agreement.  In the
      event an ambiguity or question of intent or interpretation arises, this
      Agreement shall be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof shall arise favoring or disfavoring any party
      by
      virtue of the authorship of any provisions of this Agreement.

     

    Section
      13.21  Inconsistencies
      with Other Documents; Independent Effect of Covenants.

     

    (a)  In
      the
      event there is a conflict or inconsistency between this Agreement and any other
      Loan Document, the terms of this Agreement shall control; provided that
      any provision of the Security Documents which imposes additional burdens on
      the
      Borrower or any of its Subsidiaries or further restricts the rights of the
      Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders
      additional rights shall not be deemed to be in conflict or inconsistent with
      this Agreement and shall be given full force and effect.

     

    (b)  The
      Borrower expressly acknowledges and agrees that each covenant contained in
      Articles VIII, IX, or X hereof shall be given independent
      effect.  Accordingly, the Borrower shall not engage in any transaction
      or other act otherwise permitted under any covenant contained in Articles
      VIII, IX, or X if, before or after giving effect to such
      transaction or act, the Borrower shall or would be in breach of any other
      covenant contained in Articles VIII, IX, or X.

     

    [Signature
      pages to follow]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    


    
      	 	
              LMI
                AEROSPACE, INC., as Borrower

            
	 	 
	 	
              By:

            	
              /s/
                Lawrence E. Dickinson

            
	 	 	
              Name:

            	
              Lawrence
                E. Dickinson

            
	 	 	
              Title:

            	
              Chief
                Financial Officer & Secretary

            


    

    


     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              AGENTS
                AND LENDERS:

            
	 	 
	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

              as
                Administrative Agent, Swingline Lender, Issuing Lender

              and
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                James R. Zilisch

            
	 	 	
              Name:

            	
              James
                R. Zilisch

            
	 	 	
              Title:

            	
              Managing
                Director

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                Beth A. Tiffin

            
	 	 	
              Name:

            	
              Beth
                A. Tiffin

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              LaSalle
                Bank National Association,

            
	 	
              as
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                Jon Chase

            
	 	 	
              Name:

            	
              Jon
                Chase

            
	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              Charter
                One Bank, N.A.,

            
	 	
              as
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                Richard H. Ault

            
	 	 	
              Name:

            	
              Richard
                H Ault

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              Comerica
                Bank,

            
	 	
              as
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                Mark J. Leveille

            
	 	 	
              Name:

            	
              Mark
                J. Leveille

            
	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    
      	 	
              U.S.
                BANK, NATIONAL ASSOCIATION,

            
	 	
              as
                Lender

            
	 	 
	 	
              By:

            	
              /s/
                Derek L. Martin

            
	 	 	
              Name:

            	
              Derek
                L. Martin

            
	 	 	
              Title:

            	
              Vice
                President