Exhibit
10.72


Execution
Version


SENIOR
SUBORDINATED BRIDGE LOAN AGREEMENT


dated as
of August 1, 2007


among


SOURCE
INTERLINK COMPANIES, INC.,


as the
Borrower,


CERTAIN
SUBSIDIARIES OF THE BORROWER,


as
Guarantors,


VARIOUS
LENDERS,


CITIGROUP
GLOBAL MARKETS INC.


and


J.P.
MORGAN SECURITIES INC.,


as Joint
Lead Arrangers and Joint Book Runners,


CITICORP
NORTH AMERICA, INC.,


as
Administrative Agent


and


JPMORGAN
CHASE BANK N.A.,


as
Syndication Agent


$465,000,000
Senior Subordinated Bridge Loan Facility


















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Accounting Terms

  	
   

  	
  28

  
	
  1.3

  	
   

  	
  Interpretation, etc.

  	
   

  	
  29

  
	
  1.4

  	
   

  	
  Conversion of Foreign Currencies

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  LOANS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Loans

  	
   

  	
  29

  
	
  2.2

  	
   

  	
  [Reserved]

  	
   

  	
  30

  
	
  2.3

  	
   

  	
  Notes

  	
   

  	
  30

  
	
  2.4

  	
   

  	
  Pro Rata Shares

  	
   

  	
  30

  
	
  2.5

  	
   

  	
  Use of Proceeds

  	
   

  	
  31

  
	
  2.6

  	
   

  	
  Repayment of Loans; Evidence of Debt; Register;
  Lenders’ Books and Records

  	
   

  	
  31

  
	
  2.7

  	
   

  	
  Interest on Loans

  	
   

  	
  31

  
	
  2.8

  	
   

  	
  Conversion/Continuation

  	
   

  	
  32

  
	
  2.9

  	
   

  	
  Default Interest

  	
   

  	
  33

  
	
  2.10

  	
   

  	
  Fees

  	
   

  	
  33

  
	
  2.11

  	
   

  	
  Voluntary Prepayments

  	
   

  	
  33

  
	
  2.12

  	
   

  	
  [Reserved].

  	
   

  	
  34

  
	
  2.13

  	
   

  	
  Mandatory Prepayments

  	
   

  	
  34

  
	
  2.14

  	
   

  	
  Application of Prepayments

  	
   

  	
  35

  
	
  2.15

  	
   

  	
  General Provisions Regarding Payments

  	
   

  	
  35

  
	
  2.16

  	
   

  	
  Ratable Sharing

  	
   

  	
  36

  
	
  2.17

  	
   

  	
  Making or Maintaining Eurodollar Rate Loans

  	
   

  	
  37

  
	
  2.18

  	
   

  	
  Increased Costs; Capital Adequacy

  	
   

  	
  38

  
	
  2.19

  	
   

  	
  Taxes; Withholding, etc.

  	
   

  	
  39

  
	
  2.20

  	
   

  	
  Obligation to Mitigate

  	
   

  	
  41

  
	
  2.21

  	
   

  	
  [Reserved]

  	
   

  	
  41

  
	
  2.22

  	
   

  	
  Removal or Replacement of a Lender

  	
   

  	
  41

  
	
  2.23

  	
   

  	
  Exchange Notes

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  CONDITIONS
  PRECEDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Closing Date

  	
   

  	
  43

  
	
  3.2

  	
   

  	
  Initial Maturity Date

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization; Requisite Power and Authority;
  Qualification

  	
   

  	
  46

  
	
  4.2

  	
   

  	
  Capital Stock and Ownership

  	
   

  	
  46

  
	
  4.3

  	
   

  	
  Due Authorization

  	
   

  	
  47

  
	
  4.4

  	
   

  	
  No Conflict

  	
   

  	
  47

  
	
  4.5

  	
   

  	
  Governmental Consents

  	
   

  	
  47

  
	
  4.6

  	
   

  	
  Binding Obligation

  	
   

  	
  47

  
	
  4.7

  	
   

  	
  Historical Financial Statements

  	
   

  	
  47

  




 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.8

  	
   

  	
  Projections

  	
   

  	
  47

  
	
  4.9

  	
   

  	
  No Material Adverse Change

  	
   

  	
  48

  
	
  4.10

  	
   

  	
  Insurance

  	
   

  	
  48

  
	
  4.11

  	
   

  	
  Compliance with Laws; Adverse Proceedings, etc.

  	
   

  	
  48

  
	
  4.12

  	
   

  	
  Payment of Taxes

  	
   

  	
  48

  
	
  4.13

  	
   

  	
  Properties

  	
   

  	
  48

  
	
  4.14

  	
   

  	
  Environmental Matters

  	
   

  	
  48

  
	
  4.15

  	
   

  	
  No Defaults

  	
   

  	
  49

  
	
  4.16

  	
   

  	
  Governmental Regulation

  	
   

  	
  49

  
	
  4.17

  	
   

  	
  Margin Stock

  	
   

  	
  49

  
	
  4.18

  	
   

  	
  Labor Matters

  	
   

  	
  49

  
	
  4.19

  	
   

  	
  ERISA Matters

  	
   

  	
  49

  
	
  4.20

  	
   

  	
  Solvency

  	
   

  	
  50

  
	
  4.21

  	
   

  	
  Intellectual Property

  	
   

  	
  50

  
	
  4.22

  	
   

  	
  [Reserved].

  	
   

  	
  50

  
	
  4.23

  	
   

  	
  Disclosure

  	
   

  	
  50

  
	
  4.24

  	
   

  	
  Use of Proceeds

  	
   

  	
  50

  
	
  4.25

  	
   

  	
  [Reserved].

  	
   

  	
  50

  
	
  4.26

  	
   

  	
  Purchase Documents; Representations and
  Warranties in Acquisition Agreement

  	
   

  	
  51

  
	
  4.27

  	
   

  	
  Anti-Terrorism Law

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Financial Statements and Other Reports

  	
   

  	
  52

  
	
  5.2

  	
   

  	
  Existence

  	
   

  	
  55

  
	
  5.3

  	
   

  	
  Payment of Taxes and Claims

  	
   

  	
  55

  
	
  5.4

  	
   

  	
  Maintenance of Properties

  	
   

  	
  56

  
	
  5.5

  	
   

  	
  Insurance

  	
   

  	
  56

  
	
  5.6

  	
   

  	
  Inspections

  	
   

  	
  56

  
	
  5.7

  	
   

  	
  Lenders’ Meetings

  	
   

  	
  56

  
	
  5.8

  	
   

  	
  Compliance with Laws

  	
   

  	
  56

  
	
  5.9

  	
   

  	
  [Reserved].

  	
   

  	
  56

  
	
  5.10

  	
   

  	
  Environmental Matters; Hazardous Activities,
  etc.

  	
   

  	
  57

  
	
  5.11

  	
   

  	
  Subsidiaries

  	
   

  	
  57

  
	
  5.12

  	
   

  	
  [Reserved].

  	
   

  	
  57

  
	
  5.13

  	
   

  	
  Further Assurances

  	
   

  	
  57

  
	
  5.14

  	
   

  	
  Books

  	
   

  	
  57

  
	
  5.15

  	
   

  	
  Securities Demand; Cooperation in Financing

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Indebtedness

  	
   

  	
  58

  
	
  6.2

  	
   

  	
  Liens

  	
   

  	
  59

  
	
  6.3

  	
   

  	
  [Reserved].

  	
   

  	
  61

  
	
  6.4

  	
   

  	
  Restricted Junior Payments

  	
   

  	
  61

  
	
  6.5

  	
   

  	
  Restrictions on Subsidiary Distributions

  	
   

  	
  61

  
	
  6.6

  	
   

  	
  Investments

  	
   

  	
  62

  
	
  6.7

  	
   

  	
  [Reserved].

  	
   

  	
  63

  
	
  6.8

  	
   

  	
  Fundamental Changes; Disposition of Assets;
  Acquisitions

  	
   

  	
  63

  
	
  6.9

  	
   

  	
  Disposal of Subsidiary Interests

  	
   

  	
  64

  




 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.10

  	
   

  	
  Sales and Lease-Backs

  	
   

  	
  64

  
	
  6.11

  	
   

  	
  Transactions with Shareholders and Affiliates

  	
   

  	
  64

  
	
  6.12

  	
   

  	
  Limitation on Layering.

  	
   

  	
  64

  
	
  6.13

  	
   

  	
  Limitation on Issuance of Subsidiary Capital
  Stock

  	
   

  	
  65

  
	
  6.14

  	
   

  	
  Prepayments of Other Indebtedness; Modifications
  of Organizational Documents and Other Documents, etc.

  	
   

  	
  65

  
	
  6.15

  	
   

  	
  Accounting Changes; Fiscal Year

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  GUARANTY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Guaranty of the Obligations

  	
   

  	
  65

  
	
  7.2

  	
   

  	
  Limitation of Guaranty

  	
   

  	
  66

  
	
  7.3

  	
   

  	
  Contribution

  	
   

  	
  66

  
	
  7.4

  	
   

  	
  Liability of Guarantors Absolute

  	
   

  	
  66

  
	
  7.5

  	
   

  	
  Waivers by Guarantors

  	
   

  	
  68

  
	
  7.6

  	
   

  	
  Guarantors’ Rights of Subrogation, Contribution,
  etc.

  	
   

  	
  69

  
	
  7.7

  	
   

  	
  Subordination of Other Obligations

  	
   

  	
  69

  
	
  7.8

  	
   

  	
  Continuing Guaranty

  	
   

  	
  69

  
	
  7.9

  	
   

  	
  Authority of Guarantors

  	
   

  	
  69

  
	
  7.10

  	
   

  	
  Financial Condition of the Borrower

  	
   

  	
  69

  
	
  7.11

  	
   

  	
  Default, Remedies

  	
   

  	
  70

  
	
  7.12

  	
   

  	
  Bankruptcy, etc.

  	
   

  	
  70

  
	
  7.13

  	
   

  	
  Waiver of Judicial Bond

  	
   

  	
  71

  
	
  7.14

  	
   

  	
  Discharge of Guaranty upon Sale of Guarantor

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  EVENTS OF
  DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Events of Default

  	
   

  	
  71

  
	
  8.2

  	
   

  	
  [Reserved].

  	
   

  	
  74

  
	
  8.3

  	
   

  	
  Rescission

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Appointment of Agents; Authorization

  	
   

  	
  74

  
	
  9.2

  	
   

  	
  Powers and Duties

  	
   

  	
  75

  
	
  9.3

  	
   

  	
  General Immunity

  	
   

  	
  75

  
	
  9.4

  	
   

  	
  Facility Agent Entitled to Act as Lenders

  	
   

  	
  76

  
	
  9.5

  	
   

  	
  Representations, Warranties and Acknowledgment by
  Lenders

  	
   

  	
  76

  
	
  9.6

  	
   

  	
  Right to Indemnity

  	
   

  	
  77

  
	
  9.7

  	
   

  	
  Successor Facility Agent

  	
   

  	
  77

  
	
  9.8

  	
   

  	
  Guaranty

  	
   

  	
  78

  
	
  9.9

  	
   

  	
  Approved Electronic Communications

  	
   

  	
  79

  
	
  9.10

  	
   

  	
  [Reserved].

  	
   

  	
  79

  
	
  9.11

  	
   

  	
  Withholding Taxes

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Notices

  	
   

  	
  80

  
	
  10.2

  	
   

  	
  Expenses

  	
   

  	
  80

  
	
  10.3

  	
   

  	
  Indemnity

  	
   

  	
  81

  




 iii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.4

  	
   

  	
  Set-Off

  	
   

  	
  82

  
	
  10.5

  	
   

  	
  Amendments and Waivers

  	
   

  	
  83

  
	
  10.6

  	
   

  	
  Successors and Assigns; Participations

  	
   

  	
  84

  
	
  10.7

  	
   

  	
  Independence of Covenants

  	
   

  	
  86

  
	
  10.8

  	
   

  	
  Survival of Representations, Warranties and
  Agreements

  	
   

  	
  86

  
	
  10.9

  	
   

  	
  No Waiver; Remedies Cumulative

  	
   

  	
  86

  
	
  10.10

  	
   

  	
  Marshalling; Payments Set Aside

  	
   

  	
  86

  
	
  10.11

  	
   

  	
  Severability

  	
   

  	
  87

  
	
  10.12

  	
   

  	
  Obligations Several; Independent Nature of
  Lenders’ Rights

  	
   

  	
  87

  
	
  10.13

  	
   

  	
  Headings

  	
   

  	
  87

  
	
  10.14

  	
   

  	
  GOVERNING LAW

  	
   

  	
  87

  
	
  10.15

  	
   

  	
  Consent to Jurisdiction; Service of Process

  	
   

  	
  87

  
	
  10.16

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  87

  
	
  10.17

  	
   

  	
  Confidentiality

  	
   

  	
  88

  
	
  10.18

  	
   

  	
  Entire Agreement

  	
   

  	
  88

  
	
  10.19

  	
   

  	
  Counterparts

  	
   

  	
  89

  
	
  10.20

  	
   

  	
  Effectiveness

  	
   

  	
  89

  
	
  10.21

  	
   

  	
  Patriot Act

  	
   

  	
  89

  
	
  10.22

  	
   

  	
  Electronic Execution of Assignments

  	
   

  	
  89

  
	
  10.23

  	
   

  	
  Reinstatement

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
   

  	
  SUBORDINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Obligations Subordinated to Senior Indebtedness
  of the Borrower

  	
   

  	
  89

  
	
  11.2

  	
   

  	
  Priority and Payment Over of Proceeds in Certain
  Events

  	
   

  	
  90

  
	
  11.3

  	
   

  	
  Payments May Be Paid Prior to Dissolution

  	
   

  	
  91

  
	
  11.4

  	
   

  	
  Rights of Holders of Senior Indebtedness of the
  Borrower Not To Be Impaired

  	
   

  	
  91

  
	
  11.5

  	
   

  	
  Subrogation

  	
   

  	
  92

  
	
  11.6

  	
   

  	
  Obligations of the Borrower Unconditional

  	
   

  	
  92

  
	
  11.7

  	
   

  	
  Lenders Authorize Agent to Effectuate
  Subordination

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
   

  	
  SUBORDINATION OF
  GUARANTEE OBLIGATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Guarantee Obligations Subordinated to Guarantee
  Senior Indebtedness

  	
   

  	
  93

  
	
  12.2

  	
   

  	
  Priority and Payment Over of Proceeds in Certain
  Events

  	
   

  	
  93

  
	
  12.3

  	
   

  	
  Payments May Be Paid Prior to Dissolution

  	
   

  	
  95

  
	
  12.4

  	
   

  	
  Rights of Holders of Guarantor Senior
  Indebtedness Not To Be Impaired

  	
   

  	
  95

  
	
  12.5

  	
   

  	
  Subrogation

  	
   

  	
  96

  
	
  12.6

  	
   

  	
  Obligations of the Guarantors Unconditional

  	
   

  	
  96

  
	
  12.7

  	
   

  	
  Lenders Authorize Agent to Effectuate
  Subordination

  	
   

  	
  96

  



 



 iv
 









 


	
  APPENDICES:

  	
   

  	
  B

  	
   

  	
  Notice Addresses

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
  1.1(a)

  	
   

  	
  Interest Rates

  
	
   

  	
   

  	
  1.1(c)

  	
   

  	
  Certain
  Acquisitions

  
	
   

  	
   

  	
  1.1(d)

  	
   

  	
  Existing
  Indebtedness

  
	
   

  	
   

  	
  1.1(f)

  	
   

  	
  Guarantors

  
	
   

  	
   

  	
  4.1

  	
   

  	
  Jurisdictions of
  Organization and Qualification

  
	
   

  	
   

  	
  4.2

  	
   

  	
  Capital Stock
  and Ownership

  
	
   

  	
   

  	
  4.26

  	
   

  	
  Purchase
  Documents

  
	
   

  	
   

  	
  6.1

  	
   

  	
  Certain
  Indebtedness

  
	
   

  	
   

  	
  6.2

  	
   

  	
  Certain Liens

  
	
   

  	
   

  	
  6.6

  	
   

  	
  Existing
  Investments

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
  A-1

  	
   

  	
  Funding Notice

  
	
   

  	
   

  	
  A-2

  	
   

  	
  Conversion/Continuation
  Notice

  
	
   

  	
   

  	
  B-1

  	
   

  	
  Initial Note

  
	
   

  	
   

  	
  B-2

  	
   

  	
  Extended Note

  
	
   

  	
   

  	
  C

  	
   

  	
  [Reserved]

  
	
   

  	
   

  	
  D

  	
   

  	
  Opinions of
  Counsel

  
	
   

  	
   

  	
  E

  	
   

  	
  Assignment
  Agreement

  
	
   

  	
   

  	
  F

  	
   

  	
  [Reserved]

  
	
   

  	
   

  	
  G-1

  	
   

  	
  Closing Date
  Certificate

  
	
   

  	
   

  	
  G-2

  	
   

  	
  Solvency
  Certificate

  



 



 v















SENIOR SUBORDINATED
BRIDGE LOAN AGREEMENT


This SENIOR SUBORDINATED BRIDGE
LOAN  AGREEMENT, dated
as of August 1, 2007, is entered into by and among SOURCE
INTERLINK COMPANIES, INC., a Delaware corporation (the “Borrower”),
the Guarantors party hereto, the Lenders party hereto from time to time, CITICORP NORTH AMERICA,
INC. (“CNAI”), as
Administrative Agent (together with its permitted successors in such capacity,
the “Administrative
Agent”), and JPMORGAN CHASE BANK N.A., as Syndication Agent (together
with its permitted successors in such capacity, the “Syndication
Agent”).


RECITALS:


WHEREAS, capitalized terms used
in the Preamble and these Recitals shall have the respective meanings set forth
for such terms in Section 1.1 hereof;


WHEREAS, the Lenders have agreed
to extend a senior subordinated bridge loan facility (the “Bridge Loan
Facility”) to the Borrower, in an aggregate amount not to exceed
$465,000,000, the proceeds of which will be used on the Closing Date to finance
the Purchase and the Refinancing and to pay fees and expenses in connection
with the Transactions; and


WHEREAS, the Guarantors have
agreed to guarantee the obligations of the Borrower hereunder.


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained,
the parties hereto agree as follows:


SECTION 1.                                      DEFINITIONS
AND INTERPRETATION


1.1          Definitions.  The following terms used herein, including in
the preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:


“Acquired Business” means Enthusiast Media and its
Subsidiaries.


“Acquired Indebtedness” means (a) with respect to any Person,
Indebtedness existing at the time such Person becomes a Subsidiary of the
Borrower or (b) Indebtedness assumed by the Borrower or a Subsidiary in a
Permitted Acquisition; provided, that such Indebtedness (i) is unsecured
or secured only by collateral of such Person granted prior to the consummation
of any such Permitted Acquisition and (ii) was not incurred in anticipation of
such Permitted Acquisition.


“Acquisition” means any acquisition, whether by
purchase, merger or otherwise, of all or substantially all of the assets of,
all or substantially all of the Capital Stock of, or a business line or unit or
a division of, any Person.


“Acquisition Agreement” means that certain Stock Purchase
Agreement, dated as of May 13, 2007, by and among PRIMEDIA Inc., Seller and the
Borrower, together with all disclosure schedules and exhibits thereto.


“Acquisition Consideration”
shall mean the purchase consideration for any Permitted Acquisition including
all other payments by the Borrower or any of its Subsidiaries of purchase
consideration in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Capital Stock or
of properties or otherwise and whether payable at or prior to the consummation
of such Permitted Acquisition or deferred for payment at any future time,
whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing 













the purchase price and any assumptions of
Indebtedness, “earn-outs” and other agreements to make any payment the amount
of which is, or the terms of payment of which are, in any respect subject to or
contingent upon the revenues, income, cash flow or profits (or the like) of any
person or business; provided that
any such future payment that is subject to a contingency shall be considered
Acquisition Consideration only to the extent of the reserve, if any, required
under GAAP at any time by the Borrower or any of its Subsidiaries or, if
greater, the amount actually paid in cash in respect of such contingency.


“Acquisition Documents” means the collective reference
to the Acquisition Agreement and the agreements, certificates, instruments and
other documents required to be delivered in connection with the consummation of
the transactions contemplated by the Acquisition Agreement


“Administrative Agent” as defined in the preamble
hereto.


“Adverse Proceeding” means any action, suit, proceeding
(whether administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of the Borrower or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or,
to the knowledge of the Borrower or any of its Subsidiaries, threatened against
or affecting the Borrower or any of its Subsidiaries or any property of the
Borrower or any of its Subsidiaries.


“Affected Lender” as defined in Section 2.17(c).


“Affected Loans” as defined in Section 2.17(c).


“Affiliate” means, as applied to any Person, any other
Person directly or indirectly controlling, controlled by, or under common control
with, that Person.  For the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person, whether through
the ownership of voting securities or by contract or otherwise.


“Agent” means the Administrative Agent.


“Agent Affiliates”
as defined in Section 9.9(c).


“Aggregate Amounts Due” as defined in Section 2.16.


“Agreement” means this Senior Subordinated Bridge Loan
Credit Agreement, as it may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.


“Applicable Margin” means (i) with respect to Loans that
are Eurodollar Rate Loans, a percentage per annum, equal to 4.75%; and (ii)
with respect to Loans that are Base Rate Loans, a percentage per annum, equal
to 3.75%; provided that if the Loans are not repaid in whole within the
three-month period following the Closing Date, the Applicable Margin will
increase by 0.50% per annum at the end of such three-month period and shall
increase by an additional 0.50% per annum at the end of each three-month period
thereafter until, but excluding, the Initial Maturity Date. Notwithstanding the
foregoing, the interest rate in effect at any time shall not exceed the lesser
of the interest rate set forth on Schedule 1.1(a) or the highest rate permitted
by applicable law.


“Approved Counterparty” means each Facility Agent,
Lender or any Affiliate of a Facility Agent or a Lender to a Related Obligation
Document (including any Person who is a Facility Agent or a 



 2
 









Lender (and any Affiliate thereof) as of the Closing
Date but subsequently, whether before or after entering into a Related
Obligation Document, ceases to be an Agent or a Lender).


“Approved Electronic
Communications” means each notice, demand, communication, information,
document and other material that any Credit Party is obligated to, or otherwise
chooses to, provide to any Agent pursuant to any Credit Document or the
transactions contemplated therein, including (a) any supplement to the Guaranty
and any other written Contractual Obligation delivered or required to be
delivered in respect of any Credit Document or the transactions contemplated
therein and (b) any financial statement, financial and other report, notice,
request, certificate and other information material; provided, however,
that, “Approved Electronic Communication” shall exclude (i) any Notice, and any
other notice, demand, communication, information, document and other material
relating to a request for a new, or a conversion of an existing, Borrowing or
Credit Extension, (ii) any notice pursuant to Sections 2.11 and 2.13 and any
other notice relating to the payment of any principal or other amount due under
any Credit Document prior to the scheduled date therefor, (iii) all notices of
any Default or Event of Default and (iv) any notice, demand, communication, information,
document and other material required to be delivered to satisfy any of the
conditions set forth in Section 3 or Section 2.3(b) or any other condition to
any Borrowing or other Credit Extension hereunder or any condition precedent to
the effectiveness of this Agreement.


“Asset Sale” means a sale, lease or sublease (as
lessor or sublessor), Sale and Leaseback Transaction, assignment, conveyance,
transfer or other disposition to, or any exchange of property with, any Person
(other than any Borrower or any Guarantor), in one transaction or a series of
transactions, of all or any part of the Borrower’s or any of its Subsidiaries’
businesses, assets or properties of any kind, whether real, personal, or mixed
and whether tangible or intangible, whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of the Borrower’s
Subsidiaries, in each case other than (i) inventory (or other assets) sold
or leased in the ordinary course of business (excluding any such sales by operations
or divisions discontinued or to be discontinued), (ii) leases of real
property in the ordinary course of business, (iii) substantially worn,
damaged or obsolete property disposed of in the ordinary course of business,
(iv) returns of inventory, (v) the use of cash and Cash Equivalents
in a manner not inconsistent with the provisions of the Agreement or the other
Credit Documents and (vi) licenses or sublicenses of patents, trademarks,
copyrights and other intellectual property in the ordinary course of business.


“Assignment Agreement” means an Assignment and
Assumption Agreement substantially in the form of Exhibit E, with such
amendments or modifications as may be approved by the Administrative Agent.


“Assignment Effective Date”  as defined in Section 10.6(b).


“Attributable Indebtedness,”
when used with respect to any Sale and Leaseback Transaction, means, as at the
time of determination, the present value (discounted at a rate borne by the
Revolving Loans at such time, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such Sale and Leaseback Transaction.


“Authorized Officer” means, as applied to any Person,
the principal executive officers, managing members or general partners of such
Person, including any individual holding the position of chairman of the board
(if an officer), chief executive officer, president or one of its executive
vice presidents (or the equivalent thereof), but, in any event, with respect to
financial matters, such Person’s chief financial officer, treasurer, controller
or senior vice president of corporate finance.


“Automotive.com”
means Automotive.com, Inc., a Delaware corporation.



 3
 









“Automotive.com Earn-Out
Obligation” means the earn-out obligation pursuant to the Automotive.com
Stockholders Agreement and the Automotive.com Stock Purchase Agreement.


“Automotive.com Put/Call
Option” means the option to purchase, and the right to cause the
sale of, certain shares of issued and outstanding common stock of
Automotive.com not held by Enthusiast Media, as set forth in the Automotive.com
Stockholders Agreement.


“Automotive.com Stock
Purchase Agreement” means that certain Stock Purchase Agreement
dated as of November 15, 2005 by and among PRIMEDIA Inc., a Delaware
corporation, Automotive.com and each shareholder listed therein.


“Automotive.com
Stockholders Agreement” means that certain Automotive.com
Stockholders Agreement dated as of November 15, 2005 by and among PRIMEDIA
Inc., a Delaware corporation, Automotive.com and each holder of common stock
listed therein.


“Bankruptcy Code” means Title 11 of the United
States Code entitled “Bankruptcy,” as now and hereafter in effect, or any
successor statute.


“Base Rate” means, for any day, a rate per annum equal
to the greater of (i) the rate of interest announced publicly by Citibank in
New York, New York, from time to time, as Citibank’s base rate, (ii) 1⁄2 of
1% (i.e., 50 basis points) plus the three-month certificate of deposit rate in
effect on such day and (iii) 1⁄2 of 1% (i.e., 50 basis points) plus the Federal
Funds Effective Rate in effect on such day. 
Any change in the Base Rate due to a change in the Federal Funds
Effective Rate shall be effective on the effective day of such change in Citibank’s
base rate or the Federal Funds Effective Rate, respectively.


“Base Rate Loan” means a Loan bearing interest at a rate
determined by reference to the Base Rate.


“Board of Governors”
means the Board of Governors of the United States Federal Reserve System, or
any successor thereto.


“Books” means
all of the Borrower’s and its Subsidiaries’ now-owned or hereafter acquired
books and records (including all of their records indicating, summarizing, or
evidencing their assets or liabilities, all of the Borrower’s and its
Subsidiaries’ records relating to their business operations or financial
condition, and all of their goods or General Intangibles related to such information).


“Borrower” as
defined in the preamble hereto.


“Borrower’s Accountants”
means BDO Seidman, LLP or other independent nationally-recognized public
accountants reasonably acceptable to the Administrative Agent.


“Borrowing”  means a borrowing consisting of Loans made on the same day
by the Lenders ratably according to their respective Commitments.


“Business Day” means (i) any day excluding Saturday,
Sunday and any day which is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close and (ii)
with respect to all notices, determinations, fundings and payments in
connection with the Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day
which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market.



 4
 









“Calculation Date”
as defined in the definition of “Fixed Charge Coverage Ratio.”


“Capital Lease” means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by that Person as
lessee that, in conformity with GAAP, is or should be accounted for as a
capital lease on the balance sheet of that Person.


“Capital Stock” means any and all shares, equity
interests or other equivalents  (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation), including, without
limitation, partnership interests and membership interests, and any and all
warrants, rights or options to purchase or other arrangements or rights to
acquire any of the foregoing.


“Cash” means money, currency or a credit balance in any
demand or deposit account.


“Cash Equivalents” means, as at any date of
determination, (i) marketable securities (a) issued or directly and
unconditionally guaranteed as to interest and principal by the United States Government
or (b) issued by any agency of the United States the obligations of which are
backed by the full faith and credit of the United States, in each case maturing
within one year after such date; (ii) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within
one year after such date and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moody’s;
(iii) commercial paper maturing no more than one year from the date of creation
thereof and having, at the time of the acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody’s; (iv)
certificates of deposit or bankers’ acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia that (a) is at least “adequately capitalized” (as defined
in the regulations of its primary Federal banking regulator) and (b) has Tier 1
capital (as defined in such regulations) of not less than $100,000,000; and (v)
shares of any money market mutual fund that (a) has substantially all of its
assets invested continuously in the types of investments referred to in clauses
(i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c)
has the highest rating obtainable from either S&P or Moody’s.


“Cash Management
Obligations” has the meaning set forth in the Revolving Credit
Agreement.


“CGMI”
means Citigroup Global Markets Inc.


“Change of Control”
means:


(i)            any Person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
Yucaipa and/or its Controlled Investment Affiliates (a) shall have acquired
beneficial ownership of 30% or more on a fully diluted basis of the voting
and/or economic interest in the Capital Stock of the Borrower or (b) shall have
obtained the power (whether or not exercised) to elect a majority of the
members of the board of directors (or similar governing body) of the Borrower;
or


(ii)           at any time, the majority of the
seats (other than vacant seats) on the board of directors (or similar governing
body) of the Borrower cease to be occupied by Persons who either (a) were
members of the board of directors of the Borrower on the Closing Date or (b) were
nominated for election by the board of directors of the Borrower, a majority of
whom were directors on the Closing Date or whose appointment or nomination for
election was previously approved by a majority of such directors (including by
approval of the proxy statement in which such individual is named as a nominee
for director).



 5
 









“Citibank” means
Citibank, N.A., a national banking association.


“Closing Date”  means August 1, 2007, the date on which all the
conditions precedent in Section 3.1 are satisfied or waived in accordance
with Section 3.1.


“Closing Date Certificate” means a Closing Date
Certificate substantially in the form of Exhibit G-1.


“CNAI” as
defined in the preamble hereto.


“Commitment”
means the commitment of a Lender to make or otherwise fund an Initial Loan on
the Closing Date and “Commitments”
means such commitments of all Lenders in the aggregate.  The aggregate amount of the Commitments as of
the Closing Date is $465,000,000.


“Commitment Letter” means the Amended and Restated
Commitment Letter dated as of June 15, 2007 among CGMI, JPMSI, JPMCB and
the Borrower


“Consolidated Adjusted EBITDA” means, for any period, an
amount determined for the Borrower and its Subsidiaries on a consolidated basis
equal to:


(i)            the sum, without duplication (and
except with respect to clause (i)(a), to the extent not already added in the
calculation of Consolidated Net Income), of the amounts for such period of:


(a)           Consolidated Net Income;


(b)           Consolidated Interest Expense;


(c)           provisions for taxes based on income;


(d)           total depreciation expense;


(e)           total amortization expense(including
amortization associated with capitalized display rack costs and the recognition
of such costs as a deferred cost asset amortized as contra revenue);


(f)            extraordinary or unusual
non-recurring charges, expenses or losses, including, without limitation,
losses and charges from discontinued titles;


(g)           stock option based compensation
expenses and non-cash compensation expenses relating to Automotive.com;


(h)           cash fees and expenses incurred in
connection with the Transactions, Permitted Acquisitions and the incurrence of
Indebtedness of the type described in clause (i) of the definition thereof;


(i)            management fees and expenses
permitted to be paid in accordance with Section 6.11;


(j)            non-recurring restructuring,
severance, relocation, facility closure and integration costs in connection
with (i) the Transactions and certain acquisitions consummated 



 6
 









prior to the Closing Date and listed on Schedule 1.1(c)
hereto and (ii) any Permitted Acquisition; provided that with respect to
clause (ii), (A) such costs shall be in an amount not to exceed ten percent
(10%) of Consolidated Adjusted EBITDA for such period (as determined prior to
giving effect to any amount added to Net Income in calculating Consolidated
Adjusted EBITDA for such period pursuant to this clause (j)), and (B) the
Borrower shall have delivered to the Administrative Agent an officer’s
certificate specifying and quantifying such cost and stating that such cost is
a non-recurring restructuring, severance, reduction, facility closure or
integration cost in connection with the Transactions, such Permitted
Acquisition or such acquisition specified on Schedule 1.1(c) hereto, as
the case may be;


(k)           other non-Cash charges, expense
or losses reducing Consolidated Net Income including, but not limited to,
non-Cash impairment charges, non-Cash charges relating to the conversion of any
customer to Scan-Based Trading and charges or adjustments arising from
subscriptions sold by Enthusiast Media prior to the Closing Date (excluding any
such non-Cash charge, expense or loss to the extent that it represents an
accrual or reserve for potential Cash expenses in any future period or
amortization of a prepaid Cash expense that was paid in a prior period); and


(l)            non-interest losses from any Hedge
Agreements,


minus


(ii) the sum, without duplication (and to the extent
not already deducted in the calculations of Consolidated Net Income), of the
amounts for such period of:


(a)           interest income;


(b)           any credit for income tax;


(c)           gains or income from extraordinary,
unusual or non-recurring items for such period including gains recognized in
connection with the sale of any assets outside the ordinary course of business;


(d)           other non-Cash items increasing
Consolidated Net Income for such period (excluding any such non-Cash item
to the extent it represents the reversal of an accrual or reserve for potential
Cash item in any prior period) (other than the accrual of revenue in the
ordinary course); and


(e)           non-interest gains from any Hedge
Agreements.


Notwithstanding the
foregoing, it is agreed that Consolidated Adjusted EBITDA for the Fiscal
Quarters ended October 31, 2006, January 31, 2007 and April 30, 2007 shall be
$52.3 million, $54.1 million and $45.5 million, respectively.


“Consolidated Fixed Charges” means, for any period, the sum,
without duplication, of the amounts determined for the Borrower and its
Subsidiaries on a consolidated basis equal to (i) Consolidated Interest
Expense; (ii) all cash dividend payments or other distributions (excluding
items eliminated in consolidation) on any series of Preferred Stock during such
period; and (iii) all cash dividend payments or other distributions (excluding
items eliminated in consolidation) on any series of Disqualified Capital Stock
made during such period.



 7
 









“Consolidated Interest Expense”
means, for any period, total interest expense (including that portion
attributable to Capital Leases in accordance with GAAP, capitalized interest,
interest in respect of original issue discount and interest imputed on
Attributable Indebtedness) of the Borrower and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of the Borrower
and its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Interest
Rate Agreements, but excluding, however, any amounts referred to in Section 2.9
payable on or before the Closing Date.


“Consolidated Net Income” means, for any period,
(i) the net income (or loss) of the Borrower and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period determined
in conformity with GAAP, minus (to the extent included in(i)) the sum of
(ii) (a) the income (or loss) of any Person (other than a Subsidiary of
the Borrower) in which any other Person (other than the Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Person during such period, (b) the income (or loss)
of any Person accrued prior to the date it becomes a Subsidiary of the Borrower
or is merged into or consolidated with the Borrower or any of its Subsidiaries
or that Person’s assets are acquired by the Borrower or any of its
Subsidiaries, (c) the income of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that income 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 that Subsidiary,
(d) any after-tax gains or losses attributable to Asset Sales outside
the ordinary course or returned surplus assets of any Pension Plan, (e) any
after-tax income or loss from discontinued operations and (f) (to the
extent not included in clauses (a) through (e) above) any net
extraordinary gains or net extraordinary losses.


“Consolidated Total Debt” means with respect to the
Borrower and its Subsidiaries, as at any date of determination, Indebtedness of
the type specified in clauses (i), (ii) and (iii) of the definition of “Indebtedness”  and non-contingent obligations of the type specified in
clause (vi) of such definition and clause (x)(a) of such definition (to the
extent such obligations under clause (x)(a) relate to Indebtedness of the type
described in clauses (i), (ii) and (iii) of such definition), determined on a
consolidated basis in accordance with GAAP.


“Contractual Obligation” means, as applied to any
Person, any provision of any security issued by that Person or of any
indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument
to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.


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


“Controlled Investment
Affiliate” means, as to any person, any other person which directly
or indirectly is in Control of, is Controlled by, or is under common Control
with, such person and is organized by such person (or any person Controlling
such person) primarily for making equity or debt investments in the Borrower or
other portfolio companies of such person.


“Conversion/Continuation Date” means the effective date
of a continuation or conversion of a Loan, as the case may be, as set forth in
the applicable Conversion/Continuation Notice.



 8
 









“Conversion/Continuation Notice” means a
Conversion/Continuation Notice substantially in the form of Exhibit A–2.


“Credit Date” means the date of a Credit Extension.


“Credit Document” means any of this Agreement, the
Notes, if any, and the Fee Letter.


“Credit Extension” means the making of a Loan.


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


“Currency Agreement” means any foreign exchange
contract, currency swap agreement, futures contract, option contract, synthetic
cap or other similar agreement or arrangement, each of which is for the purpose
of hedging the foreign currency risk associated with the Borrower’s and its
Subsidiaries’ operations and not for speculative purposes.


“Default” means a condition or event that, after notice
or lapse of time or both, would constitute an Event of Default.


“Designated Senior Indebtedness”
means with respect to a Person (i) the Indebtedness under or in respect of the
Senior Credit Facilities and (ii) any other Senior Indebtedness of such Person
that, at the date of determination, has an aggregate principal amount equal to
or under which, at the date of determination, the lenders thereof are committed
to lend up to at least $25,000,000 and is specifically designated by such
Person in an agreement or instrument evidencing or governing such Senior
Indebtedness as “Designated Senior Indebtedness” for purposes of this
Agreement.


“Disqualified Capital Stock”
means any Capital Stock which, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), or upon the
happening of any event, (a) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option
of the holder thereof, in whole or in part, on or prior to the first
anniversary of the Final Maturity Date, (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for
(i) debt securities or (ii) any Capital Stock referred to in (a)
above, in each case at any time on or prior to the first anniversary of the
Final Maturity Date, or (c) contains any repurchase obligation which may
come into effect prior to payment in full of all Obligations; provided,  however, that any Capital Stock that would not
constitute Disqualified Capital Stock but for provisions thereof giving holders
thereof (or the holders of any security into or for which such Capital Stock is
convertible, exchangeable or exercisable) the right to require the issuer
thereof to redeem such Capital Stock upon the occurrence of a change in control
or an asset sale occurring prior to the 90th day after the Final Maturity Date
shall not constitute Disqualified Capital Stock if such Capital Stock provides
that the issuer thereof will not redeem any such Capital Stock pursuant to such
provisions prior to the repayment in full of the Obligations.


“Dollar Equivalent”  of any amount means, at the time of determination thereof,
(a) if such amount is expressed in Dollars, such amount and (b) if such amount
is denominated in any other currency, the equivalent of such amount in Dollars
as determined by the Administrative Agent using any customary method of
determination it deems appropriate.


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


“Domestic Subsidiary” means any Subsidiary organized
under the laws of the United States of America, any State thereof or the
District of Columbia.



 9
 









“Eligible Assignee” means (i) any Facility Agent, any
Lender, any Affiliate of any Facility Agent or Lender, any Related Fund (any
two or more Related Funds being treated as a single Eligible Assignee for all
purposes hereof) and any Federal Reserve Bank, and (ii) any commercial
bank, insurance company, investment or mutual fund or other entity that is an “accredited
investor” (as defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses; provided no
Affiliate of the Borrower or Yucaipa shall be an Eligible Assignee.


“Employee Benefit Plan” means any “employee benefit plan”
as defined in Section 3(3) of ERISA which is or was sponsored, maintained or
contributed to by, or required to be contributed by, the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates or with respect to
which the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates could incur liability.


“Enthusiast Media” means PRIMEDIA Enthusiast Media, Inc., a
Delaware corporation.


“Environmental Claim” means any investigation, notice,
notice of violation, claim, action, suit, proceeding, demand, abatement order
or other order or directive (conditional or otherwise), by any Governmental
Authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in connection
with any Hazardous Material or any actual or alleged Hazardous Materials
Activity; or (iii) in connection with any actual or alleged damage, injury,
threat or harm to health, safety, natural resources or the environment.


“Environmental Laws” means any and all current or future
foreign or domestic, federal or state (or any subdivision of either of them),
statutes, ordinances, orders, rules, regulations, judgments, Governmental
Authorizations, or any other requirements of Governmental Authorities relating
to (i) environmental matters, including those relating to any Hazardous
Materials Activity; (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials; or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare and natural resources, in any manner applicable to the Borrower or
any of its Subsidiaries or any Facility.


“Environmental Reports”
means, for each material Facility owned or operated by the Borrower or any
Subsidiary, reports and other information regarding environmental matters
relating to such Facility, including Phase I Reports, each in form, scope and
substance reasonably satisfactory to the Agent.


“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and any successor thereto.


“ERISA Affiliate” means, as applied to any Person,
(i) any corporation which is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not
incorporated) which is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Internal Revenue Code of
which that Person is a member; and (iii) any member of an affiliated service
group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (i) above or any
trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of the Borrower or
any of its Subsidiaries shall continue to be considered an ERISA Affiliate of
the Borrower or any such Subsidiary within the meaning of this definition with
respect to the period such entity was an ERISA Affiliate of the Borrower or
such Subsidiary and with respect to liabilities arising after such period for
which the Borrower or such Subsidiary could be liable under the Internal
Revenue Code or ERISA.


“ERISA Event” means (i) a “reportable event” within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the 



 10
 









provision for 30-day notice to the PBGC has been
waived by regulation); (ii) the failure to meet the minimum funding standard of
Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect
to any Pension Plan (whether or not waived in accordance with Section 412(d) of
the Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) (or Section 430(j) of the Internal Revenue
Code, as amended by the Pension Protection Act of 2006) of the Internal Revenue
Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (iii) the incurrence by the
Borrower, any of its Subsidiaries, or any of their respective ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any
Pension Plan; (iv) the withdrawal by the Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors or the termination of any such Pension Plan resulting in
liability to the Borrower, any of its Subsidiaries or any of their respective
Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by
the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension
Plan; (vi) the imposition of liability on the Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069
of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the
incurrence by the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates of any liability with respect to a complete or partial
withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
Multiemployer Plan, or the receipt by the Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates of notice from any Multiemployer Plan that
it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (viii) the occurrence of an act or omission which could give
rise to the imposition on the Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates of fines, penalties, taxes or related charges under
Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c),
(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan;
(ix) the assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against the Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan; (x)
receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.


“Eurocurrency Liabilities”  has the meaning assigned to that term in Regulation D of
the Federal Reserve Board.


“Eurodollar Base Rate”  the rate determined by the Administrative Agent to be the
offered rate for deposits in Dollars for the applicable Interest Period
appearing on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London
time, on the second full Business Day next preceding the first day of each
Interest Period.  In the event that such
rate does not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise
on the Dow Jones Markets screen), the Eurodollar Base Rate for the purposes of this
definition shall be determined by reference to such other comparable publicly
available service for displaying eurodollar rates as may be selected by the
Administrative Agent, or, in the absence of such availability, the Eurodollar
Base Rate shall be the rate of interest determined by the Administrative Agent
to be the rate per annum at which deposits in Dollars are offered by the
principal office of Citibank in London to major banks in the London interbank
market at 11:00 a.m. (London time) two Business Days before the first day of
such Interest Period in an amount substantially equal to the Eurodollar Rate
Loan for a period equal to such Interest Period.



 11
 









“Eurodollar Rate”
means, with respect to any Interest Period for any Eurodollar Rate Loan, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the
Eurodollar Base Rate by (b)(i) a percentage equal to 100% minus (ii) the
reserve percentage applicable two Business Days before the first day of such
Interest Period under regulations issued from time to time by the Federal Reserve
Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to any
other category of liabilities that includes deposits by reference to which the
Eurodollar Rate is determined) having a term equal to such Interest Period.


“Eurodollar Rate Loan” means a Loan bearing interest at
a rate determined by reference to the Eurodollar Rate.


“Event of Default” means each of the conditions or
events set forth in Section 8.1.


“Excess Availability”
as defined in the Revolving Credit Agreement.


“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time.


“Exchange Date”
as defined in Section 2.23(b).


“Exchange Note Indenture”
means the indenture to be entered into relating to the Exchange Notes, in a
form to be agreed upon by the Borrower and the Administrative Agent (with
terms, covenants and events of default as previously agreed in writing in the
Commitment Letter or as otherwise to be agreed upon by the Borrower and the
Administrative Agent), as the same may be amended, supplemented, waived or
otherwise modified from time to time.


“Exchange Note Registration
Rights Agreement” means the registration rights agreement relating
to the Exchange Notes, in a form to be agreed upon by the Borrower and the
Administrative Agent (with terms as previously agreed in writing in the
Commitment Letter or as otherwise to be agreed upon by the Borrower and the
Administrative Agent), as the same may be amended, supplemented, waived or
otherwise modified from time to time.


“Exchange Notes”
as defined in Section 2.23(a).


“Exchange Notice”
as defined in Section 2.23(a).


“Exchange Trigger Event”
means on and after the Initial Maturity Date, the receipt by the Administrative
Agent of one or more Exchange Notices representing $25.0 million aggregate
principal amount of Loans.


“Extended Notes”  means a promissory note in the form of Exhibit B-2, as it
may be amended, supplemented or otherwise modified from time to time.


“Extended Term Loans”  means the Initial Loans extended on the Initial Maturity
Date pursuant to Section 2.1(b).


“Facility” means any real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by the Borrower or any of its Subsidiaries
or any of their respective predecessors or Affiliates.



 12
 









“Facility Agent”
means, collectively, the Administrative Agent and Syndication Agent.


“Federal Funds Effective Rate” means for any day, the
rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the
next higher 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided
(i) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (ii) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent, in its
capacity as a lender, on such day on such transactions as determined by the
Administrative Agent.


“Federal Reserve Board”
means the Board of Governors of the United States Federal Reserve System, or
any successor thereto.


“Fee Letter”
means the Amended and Restated Fee Letter dated as of June 15, 2007 among
CGMI, JPMSI, JPMCB and the Borrower.


“Final Maturity Date”  means with respect to the Extended Term Loans, the earlier
of  the tenth anniversary of the Closing
Date and the date that all Extended Term Loans shall become due and payable in
full hereunder, whether by acceleration or otherwise.


“Financial Officer Certification” means, with respect to
the financial statements for which such certification is required, the
certification of the chief financial officer, treasurer, controller or senior
vice president of corporate finance of the Borrower that such financial
statements fairly present, in all material respects, the financial condition of
the Borrower and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated, subject to
changes resulting from audit and normal year-end adjustments.


“Financial Plan” as defined in Section 5.1(h).


“Fiscal Quarter” means a fiscal quarter of any Fiscal
Year.


“Fiscal Year” means the fiscal year of the Borrower and
its Subsidiaries ending on January 31 of each calendar year or such other
date as the Borrower may otherwise determine and that is reasonably
satisfactory to the Administrative Agent.


“Fixed Charge Coverage Ratio” means, for any period, the
ratio of (i) Consolidated Adjusted EBITDA for such period to (ii) the
Consolidated Fixed Charges for such period. 
In the event that the Borrower or any Subsidiary incurs, assumes,
guarantees, redeems, retires or extinguishes any Indebtedness (other than
Indebtedness incurred under any revolving credit facility that has been
permanently repaid and has not been replaced) or issues or redeems Disqualified
Capital Stock or Preferred Stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated but prior to or
simultaneously with the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee,
redemption, retirement or extinguishing of Indebtedness, or such issuance or
redemption of Disqualified Capital Stock or Preferred Stock, as if the same had
occurred at the beginning of the applicable four-quarter period (the “reference period”).


For purposes of making the computation referred to
above, Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations (as determined in accordance with GAAP) that 



 13
 









have been made by the Borrower or any Subsidiary
during the four-quarter reference period or subsequent to such reference period
and on or prior to or simultaneously with the Calculation Date shall be
calculated on a pro forma basis assuming that all
such Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations (and the change in any associated fixed charges and the
change in Consolidated Adjusted EBITDA resulting therefrom) had occurred on the
first day of the reference period.  If
since the beginning of such period any Person (that subsequently became a
Subsidiary or was merged with or into the Borrower or any Subsidiary since the
beginning of such period) shall have made any Investment, acquisition,
disposition, merger, consolidation or disposed operation that would have
required adjustment pursuant to this definition, then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma
effect thereto for such period as if such Investment, acquisition, disposition,
merger, consolidation or disposed operation had occurred at the beginning of
the reference period.


For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Borrower and, for any fiscal
period ending on or prior to the first anniversary of an asset acquisition,
asset disposition, discontinued operation or operational change, may include
adjustments to reflect operating expense reductions and other operating
improvements or synergies reasonably expected to result from such asset
acquisition, asset disposition, discontinued operation or operational change,
for purposes of determining compliance with the Fixed Charge Coverage Ratio and
achievement of other financial measures provided for herein, such adjustments
may reflect additional operating expense reductions and other additional
operating improvements and synergies that would not be includable in pro forma financial statements prepared in accordance with
Regulation S-X but for which substantially all of the steps necessary for the
realization thereof have been taken or are reasonably anticipated by the
Borrower to be taken in the next 12-month period following the consummation
thereof and, are estimated on a good faith basis by the Borrower; provided, however, (i) that the pro forma
effect of all such adjustments arising out of the Transactions and certain
acquisitions consummated prior to the Closing Date and listed on Schedule
1.1(c) hereto on Consolidated Adjusted EBITDA for Fiscal Quarter ending
prior to the Closing Date have been fully reflected in the stipulated amounts
for such Fiscal Quarters set forth in the definition of “Consolidated Adjusted
EBITDA” and no such further adjustment in respect of such transactions shall be
made pursuant to this paragraph and (ii) that the aggregate amount of any such
adjustments other than in respect of the Transactions and such transactions
listed on Schedule 1.1(c) hereto shall not exceed five percent (5%) of Consolidated
Adjusted EBITDA of the Borrower in any reference period.  The Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer of the Borrower
setting forth such demonstrable or additional operating expense reductions and
other operating improvements or synergies and information and calculations
supporting them in reasonable detail.


If any Indebtedness bears a floating rate of interest
and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the entire
period (taking into account any Obligation arising under any Hedge Agreement
applicable to such Indebtedness). 
Interest on Indebtedness with respect to Capital Leases shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of the Borrower to be the rate of interest implicit in
such Indebtedness with respect to Capital Leases in accordance with GAAP.  For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period.  Interest
on Indebtedness that may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered
rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Borrower
may designate.


“Fixed Rate Exchange Notes”
as defined in Section 2.23(c).



 14















 


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


“Fraudulent Transfer Laws”
as defined in Section 7.2.


“Funding Notice” means a notice substantially in the
form of Exhibit A-1.


“GAAP” means, subject to the limitations on the application
thereof set forth in Section 1.2, United States generally accepted accounting
principles in effect as of the date of determination thereof.


“Governmental Authority” means any federal, state,
municipal, national or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision
thereof or any entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government or
any court, in each case whether associated with a state of the United States,
the United States, or a foreign entity or government.


“Governmental Authorization” means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority.


“Guarantee Obligations”  as
defined in Section 12.1.


“Guaranteed Obligations”  as
defined in Section 7.1.


“Guarantor” means each Domestic Subsidiary of the
Borrower named in Schedule 1.1(f) or becomes party hereto at anytime after
the Closing Date pursuant to Section 5.11 or otherwise, that guarantees all or
any part of the Obligations.


“Guaranty” means the guaranty of each Guarantor set
forth in Section 7 and any other guaranty executed and delivered by a Guarantor
in favor of the Administrative Agent for the benefit of the Lenders and the
other Secured Parties, in form and substance reasonably satisfactory to the
Administrative Agent.


“Hazardous Materials” means any chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
Governmental Authority or which may or could pose a hazard to the health and
safety of the owners, occupants or any Persons in the vicinity of any Facility
or to the indoor or outdoor environment.


“Hazardous Materials Activity” means any past, current,
proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.


“Hedge Agreement” means a Swap Contract entered into
with an Approved Counterparty in order to satisfy the requirements of this
Agreement or otherwise in the ordinary course of the Borrower’s or any of its
Subsidiaries’ businesses.


“Historical Financial Statements” means as of the
Closing Date, (i)(A) the audited financial statements of the Borrower and its
Subsidiaries, for the immediately preceding three Fiscal Years, consisting of
balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, and (B) the unaudited financial
statements of the Borrower and its Subsidiaries as at the most recent Fiscal
Quarter ended not less than 45 days prior to the Closing Date, consisting
of 



 15
 









a balance sheet and the related consolidated
statements of income, stockholders’ equity and cash flows for the three-, six-
or nine-month period, as applicable, ending on such date and (ii)(A) the audited
financial statements of Enthusiast Media and its Subsidiaries, for the immediately
preceding three Fiscal Years, consisting of balance sheets and the related
consolidated statements of income, stockholders’ equity and cash flows for such
Fiscal Years, and (B) the unaudited financial statements of Enthusiast Media
and its Subsidiaries as at the most recent Fiscal Quarter ended not less than
45 days prior to the Closing Date, consisting of a balance sheet and the
related consolidated statements of income, stockholders’ equity and cash flows
for the three-, six- or nine-month period, as applicable, ending on such date
and, in the case of clauses (i) and (ii), certified by the chief financial
officer of the Borrower that they fairly present, in all material respects, the
financial condition of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments.


“Immaterial Subsidiary”
means any Subsidiary that has no revenues and that has total assets (including
the capital stock of other Subsidiaries), but excluding goodwill, of less than
$2,000,000 for all such Subsidiaries.


“Increased-Cost Lender” as defined in Section
2.22.


“Incurrence Test”
means a Fixed Charge Coverage Ratio of no greater than 2.0 to 1.0 as of the
date of the event giving rise to the application of the Incurrence Test.


“Indebtedness,” as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money; (ii) that
portion of obligations with respect to Capital Leases that is properly
classified as a liability on a balance sheet in conformity with GAAP;
(iii) notes payable and drafts accepted representing extensions of credit
whether or not representing obligations for borrowed money; (iv) any obligation
owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA), which purchase price is
(a) due more than six months from the date of incurrence of the obligation
in respect thereof or (b) evidenced by a note or similar written instrument;
(v) all indebtedness secured by any Lien on any property or asset owned or
held by that Person regardless of whether the indebtedness secured thereby
shall have been assumed by that Person or is nonrecourse to the credit of that
Person; (vi) the face amount of any letter of credit issued for the account
of that Person or as to which that Person is otherwise liable for reimbursement
of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than
for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the
obligation of another; (viii) any obligation of such Person the primary purpose
or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any agreement relating
thereto will be complied with, or the holders thereof will be protected (in
whole or in part) against loss in respect thereof; (ix) the redemption,
repayment or other repurchase amount of such Person with respect to any
Disqualified Capital Stock of such Person or (if such Person is a Subsidiary of
the Borrower other than a Guarantor) any Preferred Stock of such Subsidiary, but
excluding, in each case, any accrued dividends (the amount of such obligation
to be equal at any time to the maximum fixed involuntary redemption, repayment
or repurchase price for such Capital Stock, or if less (or if such Capital
Stock has no such fixed price), to the involuntary redemption, repayment or
repurchase price therefor calculated in accordance with the terms thereof as if
then redeemed, repaid or repurchased, and if such price is based upon or
measured by the fair market value of such Capital Stock, such fair market value
shall be as determined in good faith by the Board of Directors or the board of
directors or other governing body of the issuer of such Capital Stock), (x) any
liability of such Person for an obligation of another through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of 



 16
 









loans, advances, stock purchases, capital
contributions or otherwise) or (b) to maintain the solvency or any balance
sheet item, level of income or financial condition of another if, in the case
of any agreement described under subclauses (a) or (b) of this clause (x), the
primary purpose or intent thereof is as described in clause (viii) above; (xi)
all obligations of such Person in respect of any exchange traded or over the
counter derivative transaction, including, without limitation, any Interest
Rate Agreement and Currency Agreement, whether entered into for hedging or
speculative purposes; and (xii) all Attributable Indebtedness; provided,
for the avoidance of doubt, future payment obligations under operating leases
(as that term is defined under GAAP) shall not be deemed Indebtedness; provided,
further, for the purposes of this Agreement, the Automotive.com Earn-Out
Obligation and any obligations related to the Automotive.com Put/Call Option
shall not be deemed Indebtedness.


“Indemnified Liabilities” means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, claims (including Environmental Claims), costs (including
the costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other response action necessary to remove, remediate,
clean up or abate any Hazardous Materials Activity), expenses and disbursements
of any kind or nature whatsoever (including the reasonable fees and
disbursements of counsel for Indemnitees) arising out of or relating to action,
investigation, suit or proceeding commenced or threatened by any Person,
whether or not any such Indemnitee shall be designated as a party or a
potential party thereto, and any fees or expenses incurred by Indemnitees in
enforcing this indemnity), whether direct, indirect or consequential and
whether based on any federal, state or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or regulations
and Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) this Agreement or
the other Credit Documents or the transactions contemplated hereby or thereby
(including the Lenders’ agreement to make Credit Extensions or the use or
intended use of the proceeds thereof, or any enforcement of any of the Credit
Documents (including any sale of, collection from, or other realization upon
any of the Collateral or the enforcement of the Guaranty)) or (ii) any Environmental
Claim or any Hazardous Materials Activity relating to or arising from, directly
or indirectly, any past or present activity, operation, land ownership, or
practice of the Borrower or any of its Subsidiaries.


“Indemnitee” as defined in Section 10.3.


“Initial Loans”  means the senior subordinated bridge loans made on the
Closing Date by each Lender to the Borrower pursuant to Section 2.1(a).


“Initial Maturity Date”  means with respect to the Initial Loans, the earlier of the
first anniversary of the Closing Date and the date that all Initial Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.


“Initial Notes”  means a promissory note in the form of Exhibit B-1, as it
may be amended, supplemented or otherwise modified from time to time.


“Interest Payment Date” means with respect to (i) any
Base Rate Loan, the first Business Day of each Fiscal Quarter commencing on
September 30, 2007 and the Term Loan Maturity Date and (ii) any Eurodollar Rate
Loan, the last day of each Interest Period applicable to such Loan and the Term
Loan Maturity Date; provided, in the case of each Interest Period of
longer than three months, “Interest Payment Date” shall also include each date
that is three months, or an integral multiple thereof, after the commencement
of such Interest Period.


“Interest Period” means, in connection with a Eurodollar
Rate Loan, an interest period of one, two or three months, as selected by the
Borrower in the applicable Funding Notice or 



 17
 









Conversion/Continuation Notice, (i) initially,
commencing on the Credit Date or Conversion/Continuation Date thereof, as the
case may be; and (ii) thereafter, commencing on the day on which the
immediately preceding Interest Period expires; provided (a) if an 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 unless no
further Business Day occurs in such month, in which case such Interest Period
shall expire on the immediately preceding Business Day; (b) any Interest Period
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, subject to clauses (c) and (d) of this
definition, end on the last Business Day of a calendar month; (c) no Interest
Period with respect to any portion of the Initial Loans shall extend beyond the
Initial Maturity Date; and (d) no Interest Period with respect to any portion
of the Extended Term Loans shall extend beyond the Final Maturity Date.


“Interest Rate Agreement” means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement, each
of which is for the purpose of hedging the interest rate exposure associated
with the Borrower’s and its Subsidiaries’ operations and not for speculative
purposes.


“Internal Revenue Code” means the Internal Revenue Code
of 1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.


“Inventory”
means inventory (as that term is defined in the UCC).


“Investment” means (i) any direct or indirect
purchase or other acquisition by the Borrower or any of its Subsidiaries of, or
of a beneficial interest in, any of the Securities of any other Person (other
than a Guarantor); (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of the Borrower from
any Person (other than any Guarantor), of any Capital Stock of such Person; and
(iii) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital
contributions by the Borrower or any of its Subsidiaries to any other Person
(other than any Guarantor), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales
to that other Person in the ordinary course of business.  The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.


“Joint Lead Arrangers” means CGMI and JPMSI, in their
capacities as joint lead arrangers and joint bookrunners for the Bridge Loan
Facility.


“Joint Venture” means a joint venture, partnership or
other similar arrangement, whether in corporate, partnership or other legal
form; provided in no event shall any Subsidiary of any Person be considered
to be a Joint Venture to which such Person is a party.


“JPMCB” means
JPMorgan Chase Bank, N.A.


“JPMSI” means
J.P. Morgan Securities Inc.


“Lender” means each financial institution listed on the
signature pages hereto as a Lender, and any other Person that becomes a party
hereto pursuant to an Assignment Agreement.


“Lien” means (i) any lien, mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other 



 18
 









title retention agreement, and any lease in the nature
thereof) and any option, trust or other preferential arrangement having the
practical effect of any of the foregoing and (ii) in the case of Securities,
any purchase option, call or similar right of a third party with respect to
such Securities.


“Loan” means, collectively, the Initial Loans and any
Extended Term Loans.


“Margin Stock” as defined in Regulation U of the
Board of Governors as in effect from time to time.


“Material Adverse Effect” means a material adverse
effect on and/or material adverse developments with respect to (i) the
business, operations, properties, assets, financial condition, results of operations
of the Borrower and its Subsidiaries taken as a whole; (ii) the legality,
validity, binding effect or enforceability against a Credit Party of a Credit
Document to which it is a party; or (iii) the rights and remedies available
to any Agent and any Lender under any Credit Document.


“Moody’s” means Moody’s Investors Service, Inc.


“Narrative Report” means, with respect to the financial
statements for which such narrative report is required, a narrative report
describing the operations of the Borrower and its Subsidiaries in the form
prepared for presentation to senior management thereof for the applicable
month, Fiscal Quarter or Fiscal Year and for the period from the beginning of
the then current Fiscal Year to the end of such period to which such financial
statements relate (it being understood that the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” required by Item 303
of Regulation S-K under the Securities Act shall constitute a satisfactory
Narrative Report).


“Net Asset Sale Proceeds” means, with respect to any
Asset Sale, an amount equal to: 
(i) Cash payments (including any Cash received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received) received by the Borrower or any of its
Subsidiaries from such Asset Sale, minus (ii) any bona fide direct
costs incurred in connection with such Asset Sale, including (a) income or
gains taxes payable by the seller as a result of any gain recognized in
connection with such Asset Sale, (b) payment of the outstanding principal
amount of, premium or penalty, if any, and interest on any Indebtedness (other
than the Loans) that is secured by a Lien on the stock or assets in question
and that is required to be repaid under the terms thereof as a result of such
Asset Sale and (c) a reasonable reserve for any indemnification payments (fixed
or contingent) attributable to seller’s indemnities and representations and
warranties to purchaser in respect of such Asset Sale undertaken by the
Borrower or any of its Subsidiaries in connection with such Asset Sale.


“Net Issuance Proceeds”
means an amount equal to the excess of (i) any Cash payments or proceeds
received by the Borrower or any of its Subsidiaries in connection with such
issuance over (ii) all taxes and fees (including investment banking fees,
underwriting discounts, commissions, costs and other out-of-pocket expenses and
other customary expenses) incurred by the Borrower or such Subsidiary in
connection with such issuance.


“New Term Loan Incurrence
Level” means a Senior Secured Leverage Ratio of no greater than the
ratios set forth below as of the date of the incurrence of any New Term Loans
on a date in a Fiscal Quarter ending on the dates set forth below. 


	
  Period

  	
   

  	
  Senior Secured Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  October 31, 2007

  	
   

  	
  5.25:1.0

  
	
  January 31, 2008

  	
   

  	
  5.25:1.0

  



 



 19
 









 


	
  Period

  	
   

  	
  Senior Secured Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  April 30, 2008

  	
   

  	
  5.25:1.0

  
	
  July 31, 2008

  	
   

  	
  5.25:1.0

  
	
  October 31, 2008

  	
   

  	
  5.25:1.0

  
	
  January 31, 2009

  	
   

  	
  5.25:1.0

  
	
  April 30, 2009

  	
   

  	
  5.25:1.0

  
	
  July 31, 2009

  	
   

  	
  5.00:1.0

  
	
  October 31, 2009

  	
   

  	
  5.00:1.0

  
	
  January 31, 2010

  	
   

  	
  4.75:1.0

  
	
  April 30, 2010

  	
   

  	
  4.75:1.0

  
	
  July 31, 2010

  	
   

  	
  4.50:1.0

  
	
  October 31, 2010

  	
   

  	
  4.50:1.0

  
	
  January 31, 2011
  and thereafter

  	
   

  	
  4.25:1.0

  



 


“New Term Loans” as defined in the Term Loan Agreement.


“Non-Consenting Lender”  as defined in Section 2.22.


“Nonpublic Information”
means information which has not been disseminated in a manner making it
available to investors generally, within the meaning of Regulation FD.


“Non-US Lender” as defined in Section 2.19(e).


“Note” means a collective reference to one or more
Initial Notes and/or Extended Notes, as the context may require.


“Notice” means a Funding Notice or a Conversion/Continuation
Notice.


“Obligations” means all obligations of every nature of
each Credit Party under the Credit Documents, including obligations from time
to time owed to the Agents (including former Agents), the Lenders or any of
them and Approved Counterparties or any of them, under any Credit Document or
Related Obligation Document, whether for principal, interest (including
interest which, but for the filing of a petition in bankruptcy with respect to
such Credit Party, would have accrued on any Obligation, whether or not a claim
is allowed against such Credit Party for such interest in the related bankruptcy
proceeding), payments for early termination of Hedge Agreements, fees,
expenses, indemnification or otherwise.


“Obligee Guarantor” as defined in Section 7.7.


“Organizational Documents” means (i) with respect to any
corporation, its certificate or articles of incorporation or organization, as
amended, and its by-laws, as amended, (ii) with respect to any limited
partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to
any limited liability company, its articles of organization, as amended, and
its operating agreement, as amended.  In
the event any term or condition of this Agreement or any other Credit Document
requires any Organizational Document to be certified by a secretary of state or
similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such
governmental official.


“Other Tax” means any
and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies (including any interest, additions to
tax or penalties applicable 



 20
 









thereto) arising from any payment made or required to
be made hereunder or under any other Credit Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Credit Document.


“Patriot Act”
means the USA Patriot Act of 2001 (31 U.S.C. 5318 et  seq.).


“Payment Blockage Period” as defined
in Section 11.2(b).


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


“Pension Plan” means any Employee Benefit Plan, other
than a Multiemployer Plan, which is subject to Section 412 of the Internal
Revenue Code or Section 302 of ERISA.


“Permitted Acquisition” means any Acquisition by the
Borrower or any of its wholly-owned Subsidiaries; provided that:


(i)            immediately prior to, and after
giving effect thereto, no Default or Event of Default shall have occurred and
be continuing or would result therefrom;


(ii)           all transactions in connection
therewith shall be consummated, in all material respects, in accordance with
all applicable laws and in conformity with all applicable Governmental
Authorizations;


(iii)          in the case of the Acquisition of
Capital Stock, all of the Capital Stock (except for any such Securities in the
nature of directors’ qualifying shares required pursuant to applicable law)
acquired or otherwise issued by such Person or any newly formed Subsidiary of
the Borrower in connection with such Acquisition shall be owned 100% by a
Borrower or a Guarantor thereof, and the Borrower shall have taken, or caused
to be taken, as of the date such Person becomes a Subsidiary of the Borrower,
each of the actions set forth in Section 5.11;


(iv)          the Borrower and its Subsidiaries
shall be in compliance with the Incurrence Test after giving effect to such
Acquisition;


(v)           the Borrower shall have delivered to
the Administrative Agent (A) at least 10 Business Days prior to such proposed
Acquisition, a Compliance Certificate evidencing compliance with the Incurrence
Test as required under clause (iv) above, together with all relevant financial
information with respect to such acquired assets, including, without
limitation, the aggregate consideration for such Acquisition and any other
information required to demonstrate compliance with the Incurrence Test;


(vi)          the Excess Availability, determined on
a pro forma basis after giving effect to
such Acquisition, shall not be less than $100,000,000;


(vii)         with respect to any transaction
involving Acquisition Consideration of more than $25,000,000, unless the
Administrative Agent shall otherwise agree, the Borrower shall have provided
the Administrative Agent and the Lenders with audited historical financial
statements of the person or business to be acquired, if available, and
unaudited financial statements thereof for the most recent interim period which
are available;



 21
 









(viii)        any business or lines of business of any
Person or assets or division acquired in accordance herewith shall be
reasonably related to the business engaged by the Credit Parties on the Closing
Date; and


(ix)           the Board of Directors of the person
to be acquired shall not have indicated publicly its opposition to the consummation
of such acquisition (which opposition has not been publicly withdrawn).


“Permitted Asset Swap”
means any transfer of property or assets by the Borrower or any of its
Subsidiaries in which at least 90% of the consideration received by the
transferor consists of properties or assets (other than cash) that will be used
in a business or business activity permitted under Section 6.12; provided
that the aggregate fair market value of all such property or assets being
transferred by the Borrower or such Subsidiary since the Closing Date (x) shall
not exceed $25,000,000 in the aggregate and (y) is not greater than the
aggregate fair market value of the property or assets received by the Borrower
or such Subsidiary in such exchange; provided  further that such
market value of the property or assets being transferred or received by the
Borrower or such Subsidiary shall be made in good faith by management of the
Borrower.


“Permitted Discretion”
means a determination made in good faith and in the exercise of reasonable
business judgment in accordance with customary business practices for
comparable asset based lending transactions.


“Permitted Liens” means each of the Liens permitted
pursuant to Section 6.2.


“Permitted Refinancing”
means (i) renewals and extensions expressly provided for in the agreements
evidencing any such Indebtedness as the same are in effect on the date of this
Agreement and (ii) refinancings and extensions of any such Indebtedness if the
terms and conditions thereof are not materially less favorable to the obligor
thereon or to the Lenders than the Indebtedness being refinanced or extended,
and the average life to maturity thereof is greater than or equal to that of
the Indebtedness being refinanced or extended, and the final maturity thereof is
equal to or later than the Indebtedness being refinanced or extended; provided,
that (a) such Indebtedness permitted under the immediately preceding clause (i)
or (ii) above shall not (A) include Indebtedness of an obligor that was not an
obligor with respect to the Indebtedness being extended, renewed or refinanced,
(B) exceed in a principal amount the principal amount of Indebtedness being
renewed, extended or refinanced plus interest, premium and reasonable
transaction costs and fees and expenses, if any, paid in connection with such
renewal extension or refinancing or (C) be incurred, created or assumed if any
Default or Event of Default has occurred and is continuing or would result
therefrom and (b) if the Indebtedness being modified, refinanced, refunded,
renewed or extended is subordinated in right of payment to the Obligations,
such modification, refinancing, refunding, renewal or extension is subordinated
in right of payment to the Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness being
modified, refinanced, refunded, renewed or extended.


“Person” means and includes natural persons,
corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, Joint
Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
Governmental Authorities.


“Phase I Report”
means, with respect to any Facility,  a
report that (i) conforms to the ASTM Standard Practice for Environmental Site
Assessments:  Phase I Environmental Site
Assessment Process, E 1527, as amended, (ii) was conducted no more than six
months prior to the date such report is required to be delivered hereunder, by
one or more environmental consulting firms reasonably satisfactory to the 



 22
 









Facility Agent, (iii) includes an assessment of
asbestos containing materials at such Facility, (iv) is accompanied by (a) an
estimate of the reasonable worst case cost of investigating and remediating any
Hazardous Materials Activity identified in the Phase I Report as giving rise to
an actual or potential material violation of any Environmental Law or as
presenting a material risk of giving rise to a material Environmental Claim,
and (b) a current compliance audit setting forth an assessment of the Borrower’s,
its Subsidiaries’ and such Facility’s current and past compliance with
Environmental Laws and an estimate of the cost of rectifying any non compliance
with current Environmental Laws identified therein and the cost of compliance
with reasonably anticipated future Environmental Laws identified therein.


“Platform” as
defined in Section 9.9(a).


“Preferred Stock”
means, with respect to any person, any and all preferred or preference Capital
Stock (however designated) of such person whether now outstanding or issued
after the Closing Date.


“Principal Office” means, for the Administrative Agent,
such Person’s “Principal Office” as set forth on Appendix B, or such other
office or office of a third party or sub-agent, as appropriate, as such Person
may from time to time designate in writing to the Borrower, the Administrative
Agent and each Lender.


“Proceeds” has
the meaning given such term in the UCC.


“Projections” as defined in Section 4.8.


“Pro Rata Share” means with respect to all payments,
computations and other matters relating to the Term Loan of any Lender, the
percentage obtained by dividing (a) the Term Loan Exposure of that Lender
by (b) the aggregate Term Loan Exposure of all Lenders.  For all other purposes with respect to each
Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an
amount equal to the sum of the Term Loan Exposure of that Lender by (B) an
amount equal to the sum of the aggregate Term Loan Exposure of all Lenders.


“Purchase” means the acquisition by the Borrower of the
Acquired Business pursuant to the Acquisition Agreement.


“Qualified Capital Stock”
of any Person means any Capital Stock of such Person that is not Disqualified
Capital Stock.


“Refinancing”
means the repayment in full and the termination of any commitment to make extensions
of credit under all of the outstanding indebtedness and other obligations set
forth on Schedule 1.1(d) of the Borrower or any of its Subsidiaries
on the Closing Date.


“Register” as defined in Section 2.6(c).


“Regulation D” means Regulation D of the Board
of Governors, as in effect from time to time.


“Regulation FD”
means Regulation FD as promulgated by the US Securities and Exchange Commission
under the Securities Act and Exchange Act as in effect from time to time.


“Related Agreements” means, collectively, the
Acquisition Agreement and the Yucaipa Management Agreement.



 23
 









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


“Related Obligation
Document” means, collectively, each Hedge Agreement and each Cash
Management Document.


“Release” means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of any Hazardous Material into the indoor or
outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material),
including the movement of any Hazardous Material through the air, soil, surface
water or groundwater.


“Replacement Lender” as defined in Section 2.22.


“Requisite Lenders”
means one or more Lenders having or holding Initial or Extended Loans and
representing more than 50% of the sum of the aggregate Initial and Extended
Loans of all Lenders.


“Restricted Junior Payment” means (i) any dividend
or other distribution, direct or indirect, on account of any shares of any
class of stock of the Borrower now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock to the holders of that class;
(ii) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class
of stock of the Borrower now or hereafter outstanding and (iii) any payment
made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of stock of the Borrower
now or hereafter outstanding.


“Revolving Credit Agreement”  means that certain Revolving Credit Agreement, dated as of
August 1, 2007, among the Borrower, the Guarantors, the Revolving Credit
Facility Administrative Agent, the Revolving Credit Facility Collateral Agent,
the financial institutions party thereto and JPMorgan Chase Bank, N.A., as syndication
agent, and Wachovia Bank, National Association and Wells Fargo Foothill, Inc.,
as co-documentation agents together with any agreements or instruments entered
into from time to time in connection with any refinancing, restatement,
replacement or refunding, in whole or in part, of the obligations incurred thereunder.


“Revolving Credit Documents”  has the meaning given to the term “Credit Documents” in the
Revolving Credit Agreement.


“Revolving Credit Facility”  as defined in the Revolving Credit Agreement.


“Revolving Credit Facility
Administrative Agent”  means
Citicorp, in its capacity as administrative agent under the Term Loan
Agreement, together with its permitted successors in such capacity.


“Revolving Credit Facility
Collateral Agent”  means  Citicorp, in its capacity as collateral agent under the
Revolving Credit Agreement, together with its permitted successors in such
capacity.


“Revolving Credit Facility
Secured Parties”  has the
meaning given to the term “Secured Parties” in the Revolving Credit Agreement.


“Revolving Loans”  means the loans made to the Borrower pursuant to the Revolving
Credit Agreement.



 24
 









“S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw Hill Corporation.


“Sale and Leaseback
Transactions” as defined in Section 6.10.


“Scan-Based Trading”
means an arrangement between a distributor and a retailer whereby goods are
delivered by the distributor to the retailer and the retailer is under no obligation
to pay for any such good until such time as a retail customer purchases such
good from the retailer or such good is not timely returned to the distributor.


“Securities” means any stock, shares, partnership
interests, voting trust certificates, certificates of interest or participation
in any profit-sharing agreement or arrangement, options, warrants, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as “securities” or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


“Securities Act” means the Securities Act of 1933, as
amended from time to time, and any successor statute.


“Seller” means
Consumer Source Inc., a Delaware corporation.


“Senior Credit Facilities” means
the collective reference to the Revolving Credit Facility and the Term Loan
Credit Facility.


“Senior Indebtedness” means for
any Person the principal of, premium, if any, and interest on and all other obligations
with respect to any Indebtedness of such Person, whether outstanding on the
Closing Date or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Loans.  Without limiting the generality of the
foregoing, “Senior Indebtedness” shall include (x) the principal of, premium,
if any, and interest on all obligations of every nature of the Company from
time to time owed to the lenders under any Senior Credit Facility, including,
without limitation, all obligations in respect of letters of credit and
principal of and interest on and all fees, indemnities, and expenses payable
under the Senior Credit Facilities and (y) interest accruing thereon subsequent
to the occurrence of any Event of Default specified in Sections 8.1(f) or (g)
relating to the Borrower or any Subsidiary, whether or not the claim for such
interest is allowed under any applicable Bankruptcy Law.  Notwithstanding the foregoing, “Senior Indebtedness”
of any Person shall not include (a) Indebtedness evidenced by the Loans, the Exchange
Notes or the Take Out Securities, (b) Indebtedness that is expressly
subordinate or junior in right of payment to any Indebtedness of such Person,
(c) Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse to such
Person (other than Capitalized Lease Obligations), (d) Indebtedness which is
represented by Disqualified Capital Stock, (e) obligations for goods,
inventory, materials or services purchased in the ordinary course of business
or obligations consisting of trade payables, (f) Indebtedness of or amounts
owed by such Person for compensation to employees or for services rendered such
Person, (g) any liability for federal, state, local or other taxes owed or
owing by such Person, (h) Indebtedness of such Person to a Subsidiary of such
Person, and (i) that portion of any Indebtedness which is incurred by such
Person in violation of this Agreement.


“Senior Secured Leverage
Ratio” means, at any date of determination, the ratio of (i) (x)Consolidated
Total Debt (other than Revolving Loans) that is secured by any assets of the
Borrower or any of its Subsidiaries on such date plus (y) the average of
Revolving Loans outstanding at the end of each of the four immediately
preceding Fiscal Quarters (or if such date of determination occurs during the
three 



 25
 









Fiscal Quarters after the Closing Date, the Loans
outstanding on such date) to (ii) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter period ending on such date (or if such date of determination is not the
last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of
the most recently concluded Fiscal Quarter).


For purposes of making the computation referred to
above, Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations (as determined in accordance with GAAP) that have been made
by the Borrower or any Subsidiary during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with
the date of determination shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions, dispositions, mergers,
consolidations and disposed operations (and the change in any associated
indebtedness and the change in Consolidated Adjusted EBITDA resulting
therefrom) had occurred on the first day of the reference period.  If since the beginning of such period any
Person (that subsequently became a Subsidiary or was merged with or into the
Borrower or any Subsidiary since the beginning of such period) shall have made
any Investment, acquisition, disposition, merger, consolidation or disposed
operation that would have required adjustment pursuant to this definition, then
the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, merger, consolidation or disposed
operation had occurred at the beginning of the reference period.


For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Borrower and, for any fiscal
period ending on or prior to the first anniversary of an asset acquisition,
asset disposition, discontinued operation or operational change, may include
adjustments to reflect operating expense reductions and other operating
improvements or synergies reasonably expected to result from such asset
acquisition, asset disposition, discontinued operation or operational change,
for purposes of determining compliance with the Senior Secured Leverage Ratio
and achievement of other financial measures provided for herein, such
adjustments may reflect additional operating expense reductions and other
additional operating improvements and synergies that would not be includable in
pro forma financial statements prepared
in accordance with Regulation S-X but for which substantially all of the steps
necessary for the realization thereof have been taken or are reasonably
anticipated by the Borrower to be taken in the next 12-month period following
the consummation thereof and, are estimated on a good faith basis by the
Borrower; provided,  however,
(i) that the pro forma effect of all such
adjustments arising out of the Transactions and certain acquisitions
consummated prior to the Closing Date and listed on Schedule 1.1(c)
hereto on Consolidated Adjusted EBITDA for Fiscal Quarters ending prior to the
Closing Date have been fully reflected in the stipulated amounts for such
Fiscal Quarters set forth in the definition of “Consolidated Adjusted EBITDA”
and no such further adjustment in respect of such transactions shall be made
pursuant to this paragraph and (ii) that the aggregate amount of any such
adjustments other than in respect of the Transactions and such transactions
listed on Schedule 1.1(c) hereto shall not exceed five percent (5%) of
Consolidated Adjusted EBITDA of the Borrower in any reference period.  The Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer of the Borrower setting forth such
demonstrable or additional operating expense reductions and other operating
improvements or synergies and information and calculations supporting them in
reasonable detail.


“Solvency Certificate”  means
a Solvency Certificate of the chief financial officer of the Borrower
substantially in the form of Exhibit G-2.


“Solvent” means, with respect to any Credit Party, that
as of the date of determination, (a) the sum of such Credit Party’s debt
(including contingent liabilities) does not exceed the present fair saleable
value of such Credit Party’s present assets; (b) such Credit Party’s capital is
not unreasonably small in relation to its business as contemplated on the Closing
Date and reflected in the Projections or with 



 26
 









respect to any transaction contemplated or undertaken
after the Closing Date; and (c) such Credit Party has not incurred and does not
intend to incur, or believe (nor should it reasonably believe) that it will incur,
debts beyond its ability to pay such debts as they become due (whether at
maturity or otherwise).  For purposes of
this definition, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting
Standard No. 5).


“Subsidiary” means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture
or other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof; provided, in determining the percentage
of ownership interests of any Person controlled by another Person, no ownership
interest in the nature of a “qualifying share” of the former Person shall be
deemed to be outstanding.  Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower; provided, further, until
the exercise of the Automotive.com Put/Call Option and the closing of the share
purchase pursuant thereto, Automotive.com shall not be deemed a Subsidiary of
any Credit Party.


“Swap Contract”
means, collectively, each Interest Rate Agreement and each Currency Agreement.


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


“Syndication Agent” as defined in the preamble hereto.


“Tax” means any present or future tax, levy, impost,
duty, assessment, charge, fee, deduction or withholding of any nature and
whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed imposed by any Governmental Authority, including any interest, additions
to tax or penalties applicable thereto; provided, “Tax on the overall
net income” of a Person shall be construed as a reference to a tax imposed by
the jurisdiction in which that Person is organized or in which that Person’s
applicable principal office (and/or, in the case of a Lender, its lending
office) is located or in which that Person (and/or, in the case of a Lender,
its lending office) is deemed to be doing business (other than a business arising from or deemed to arise from this
Agreement or any other Credit Document
or any of the transactions contemplated hereunder
or thereunder) on all or part of the net income, profits or gains
(whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction, or otherwise)
of that Person.


“Term Loan Administrative
Agent” means CNAI, in its capacity as administrative agent under the
Term Loan Agreement, together with its permitted successors in such capacity.



 27















 


“Term Loan Agreement”
means that certain Term Loan Agreement, dated as of August 1, 2007, among
the Borrower, the guarantors party thereto, the Term Loan Administrative Agent,
the Term Loan Collateral Agent, the financial institutions party thereto, JPMorgan
Chase Bank, N.A., as syndication agent, and CGMI, as lead arranger and
bookrunner, together with any agreements or instruments entered into from time
to time in connection with any refinancing, restatement, replacement or
refunding, in whole or in part, of the obligations incurred thereunder.


“Term Loan Collateral Agent”
means CNAI, in its capacity as collateral agent under the Term Loan Agreement,
together with its permitted successors in such capacity.


“Term Loan Credit Documents”
has the meaning given to the term “Credit Documents” in the Term Loan
Agreement.


“Term Loans” has
the meaning given to the term “Loans” in the Term Loan Agreement.


“Term Loan Secured Parties”
has the meaning given to the term “Secured Parties” in the Term Loan Agreement.


“Terminated Lender”  as defined in Section 2.22.


“Transaction Documents”
means the Acquisition Documents, the Revolving Credit Documents, Term Loan
Documents and the Credit Documents.


“Transactions”
means the Purchase, the Refinancing, the initial borrowings under the Term Loan
Agreement, the Revolving Credit Agreement and this Agreement, and the payments
of fees, commissions and expenses in connection with each of the foregoing.


“Transfer Rate”
as defined in Section 2.23(d).


“Type of Loan” means a Base Rate Loan or a Eurodollar
Rate Loan.


“UCC” means the Uniform Commercial Code (or any similar
or equivalent legislation) as in effect in any applicable jurisdiction.


“Yucaipa” means
The Yucaipa Companies LLC, a Delaware limited liability company.


“Yucaipa Management
Agreement” means that certain Consulting Agreement dated as of February
28, 2005, between Yucaipa and the Borrower, as may be amended from time to
time.


1.2           Accounting Terms.  Except as otherwise expressly provided
herein, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.  Financial statements and other information
required to be delivered by the Borrower to Lenders pursuant to Section 5.1(a)
and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time
of such preparation (and delivered together with the reconciliation statements
provided for in Section 5.1(d), if applicable). 
Subject to the foregoing, calculations in connection with the definitions,
covenants and other provisions hereof shall utilize accounting principles and
policies in conformity with those used to prepare the Historical Financial
Statements.  If any change in the
accounting principles used in the preparation of the most recent financial
statements referred to in Section 5.1 is hereafter required or permitted by the
rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
any successors thereto) and such change is adopted by the Borrower with the
agreement of the Borrower’s Accountants and results in a change in any of the 



 28
 









calculations required by Section 6 that would
not have resulted had such accounting change not occurred, the parties hereto
agree to enter into negotiations in order to amend such provisions so as to
equitably reflect such change such that the criteria for evaluating compliance
with such covenants by the Borrower shall be the same after such change as if
such change had not been made.


1.3           Interpretation, etc.  Any of the terms defined herein may, unless
the context otherwise requires, be used in the singular or the plural,
depending on the reference.  References
herein to any Section, Appendix, Schedule or Exhibit shall be to a
Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof
unless otherwise specifically provided. 
The use herein of the word “include” or “including,” when following any
general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not no limiting
language (such as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to
all other items or matters that fall within the broadest possible scope of such
general statement, term or matter. 
Unless the prior written consent of the Requisite Lenders is required
hereunder for an amendment, restatement, supplement or other modification to
any such agreement and such consent is not obtained, references in this
Agreement to such agreement shall be to such agreement as so amended, restated,
supplemented or modified.  References in
this Agreement to any statute shall be to such statute as amended or modified
from time to time and to any successor legislation thereto, in each case as in
effect at the time any such reference is operative.  The terms “Lender,” “Administrative Agent,” “Syndication
Agent,” “Facility Agent” and “Agent” include, without limitation, their
respective successors.  Upon the
appointment of any successor Facility Agent pursuant to Section 9.7, references
to Citibank in the definitions of Base Rate, Dollar Equivalent and Eurodollar
Rate shall be deemed to refer to the financial institution then acting as such
Facility Agent or one of its Affiliates if it so designates.


1.4           Conversion of Foreign
Currencies.


(a)           Dollar Equivalents. 
The Administrative Agent shall determine the Dollar Equivalent of any
amount as required hereby, and a determination thereof by the Administrative
Agent shall be conclusive absent manifest error.  The Administrative Agent may, but shall not
be obligated to, rely on any determination made by any Credit Party in any
document delivered to the Administrative Agent. 
The Administrative Agent may determine or redetermine the Dollar
Equivalent of any amount on any date either in its own reasonable discretion or
upon the request of any Lender.


(b)           Rounding-Off. 
The Administrative Agent may set up appropriate rounding off mechanisms
or otherwise round-off amounts hereunder to the nearest higher or lower amount
in whole Dollar or cent to ensure amounts owing by any party hereunder or that
otherwise need to be calculated or converted hereunder are expressed in whole
Dollars or in whole cents, as may be necessary or appropriate.


SECTION
2.                                      LOANS


2.1           Loans.


(a)           The Initial Loans. 
Subject to the terms and conditions hereof, each Lender severally agrees
to make, on the Closing Date, an Initial Loan to the Borrower in an amount
equal to such Lender’s Commitment.  The
Borrower may make only one borrowing under such Commitment which shall be on
the Closing Date.  Any amount borrowed
under this Section 2.1(a) and subsequently repaid or prepaid may not be
reborrowed.  Subject to
Sections 2.1(b), 2.11 and 2.13, all amounts owed hereunder with respect to
the Initial Loans shall be paid in full no later than the Final Maturity
Date.  Each Lender’s Commitment shall terminate
immediately and without further action on the Closing Date after giving effect
to the funding of such Lender’s Commitment on such date.



 29
 









(b)           Extended Term Loans.  Subject to no Default or Event of Default
under Section 8.1(a), (f) and (g) with respect to the Borrower or any
Subsidiary and Section 3.2, the Borrower and each Lender severally agrees, if
the Initial Loans have not been repaid in full, that the then outstanding
principal amount of its Initial Notes shall automatically be converted into an
Extended Term Loan by the Borrower on the Initial Maturity Date in an aggregate
principal amount equal to the then outstanding principal amount of the Initial
Loans (including any accrued interest not required to be paid in cash).  Subject to Sections 2.13, all amounts owed
hereunder with respect to the Loans shall be paid in full no later than the
Final Maturity Date.


(c)           Borrowing Mechanics for Loans.


(i)      The Borrower shall deliver to
Administrative Agent a fully executed Funding Notice (which may be given by
electronic mail, including with electronic signature thereto) no later than (i)
in the case of Base Rate Loans, 1 Business Day and (ii) in the case of
Eurodollar Rate Loans, 3 Business Days, in each case, prior to the Closing
Date.  Promptly upon receipt by
Administrative Agent of such Funding Notice, Administrative Agent shall notify
each Lender of the proposed Borrowing.


(ii)     Each Person that is a Lender on the Closing
Date shall make its Initial Loan available to the Administrative Agent not
later than 11:00 a.m. (New York City time) on the Closing Date, by wire
transfer of same day funds in Dollars, at the Principal Office designated by
the Administrative Agent.  Upon
satisfaction or waiver of the conditions precedent specified herein, the
Administrative Agent shall make the proceeds of the Initial Loans available to
the Borrower on the Closing Date by causing an amount of same day funds in
Dollars equal to the proceeds of all such Initial Loans received by the Administrative
Agent from the Lenders to be credited to the account of the Borrower at the
Principal Office designated by Administrative Agent or to such other account as
may be designated in writing to Administrative Agent by the Borrower.


2.2           [Reserved].


2.3           Notes.


(a)           Initial Notes. 
If so requested by any Lender by written notice to the Borrower (with a
copy to the Administrative Agent) at least two Business Days prior to the
Closing Date, or at any time thereafter, the Borrower shall execute and deliver
to such Lender (and/or, if applicable and if so specified in such notice, to
any Person who is an assignee of such Lender pursuant to Section 10.6) on the
Closing Date (or, if such notice is delivered after the Closing Date, promptly
after the Borrower’s receipt of such notice) an Initial Note or Initial Notes
to evidence such Lender’s Initial Loan.


(b)           Extended Notes. 
To the extent Extended Term Loans are made on the Initial Maturity Date,
and to the extent requested by any Lender by written notice to the Borrower
(with a copy to the Administrative Agent) at least two Business Days prior to
the Initial Maturity Date, or at any time thereafter, the Borrower shall
execute and deliver to such Lender (and/or, if applicable and if so specified
in such notice, to any Person who is an assignee of such Lender pursuant to
Section 10.6) on the Initial Maturity Date (or, if such notice is delivered
after the Initial Maturity Date, promptly after the Borrower’s receipt of such
notice) an Extended Note or Extended Notes to evidence such Lender’s Extended
Term Loan.


2.4           Pro Rata Shares.  All Loans shall be made, and all
participations purchased, by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that no Lender shall be
responsible for any default by any other Lender in such other Lender’s obligation
to make a Loan requested hereunder or purchase a participation required hereby
nor shall any Loan of any Lender be 



 30
 









increased or decreased as a result of a
default by any other Lender in such other Lender’s obligation to make a Loan
requested hereunder or purchase a participation required hereby.


2.5           Use of Proceeds.  The proceeds of the Initial Loans made on the
Closing Date shall be used by the Borrower (and, to the extent distributed to
them by any Borrower, each other Credit Party) solely to finance the Transactions.  No portion of the proceeds of any Credit
Extension shall be used in any manner that causes or might cause such Credit
Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors or any other
regulation thereof or to violate the Exchange Act.


2.6           Repayment of Loans;
Evidence of Debt; Register; Lenders’ Books and Records.


(a)           [Reserved].


(b)           Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal
records an account or accounts evidencing the Obligations of the Borrower to
such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof.  Any
such recordation shall be conclusive and binding on the Borrower, absent
manifest error; provided that the failure to make any such recordation,
or any error in such recordation, shall not affect the Borrower’s Obligations
in respect of any applicable Loans; and provided  further in the event
of any inconsistency between the Register and any Lender’s records, the
recordations in the Register shall govern.


(c)           Register. 
The Administrative Agent (or its agent or sub-agent appointed by it)
shall maintain at its Principal Office a register for the recordation of the
names and addresses of the Lenders and the Loans of each Lender from time to
time and any Notes issued by the Borrower pursuant to Section 2.3 evidencing
such Loans (the “Register”).  The Register, as in effect at the close of
business on the preceding Business Day, shall be available for inspection by
the Borrower or any Lender (solely with respect to the Obligations owing to
such Lender) at any reasonable time and from time to time upon reasonable prior
notice.  The Administrative Agent shall record,
or shall cause to be recorded, in the Register the Loans in accordance with the
provisions of Section 10.6, and each repayment or prepayment in respect of the
principal amount of the Loans, and any such recordation shall be conclusive and
binding on the Borrower and each Lender, absent manifest error; provided
failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower’s Obligations in respect of any Loan.  The Borrower hereby designates CNAI to serve
as the Borrower’s agent solely for purposes of maintaining the Register as
provided in this Section 2.6, and the Borrower hereby agrees that, to the
extent CNAI serves in such capacity, CNAI and its officers, directors,
employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”


2.7           Interest on Loans.


(a)           Except as otherwise set forth herein, each Loan shall bear
interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:


	
  (i)

  	
   

  	
  if a Base Rate Loan, at the Base Rate plus the
  Applicable Margin; or

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  if a Eurodollar Rate Loan, at the Eurodollar Rate
  plus the Applicable Margin.

  



 


(b)           The basis for determining the rate of interest with
respect to any Loan, and the Interest Period with respect to any Eurodollar
Rate Loan, shall be selected by the Borrower and notified to the Administrative
Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation




 31
 









Notice, as the case may be.  If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not
been delivered to the Administrative Agent in accordance with the terms hereof
specifying the applicable basis for determining the rate of interest, then such
Loan will automatically convert into a Eurodollar Rate Loan with an Interest
Period of one month beginning on such date.


(c)           In connection with Eurodollar Rate Loans, there shall be
no more than five (5) Interest Periods outstanding at any time.  In the event the Borrower fails to specify
between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding
Notice or Conversion/Continuation Notice, such Loan (if outstanding as a
Eurodollar Rate Loan) will be automatically continued as a Eurodollar Rate Loan
with an Interest Period of one month beginning on the last day of the then-current
Interest Period for such Loan or (if outstanding as a Base Rate Loan will be
automatically converted into (or if not then outstanding will be made as) a
Eurodollar Rate Loan with an Interest Period of one month.  In the event the Borrower fails to specify an
Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice
or Conversion/Continuation Notice, the Borrower shall be deemed to have
selected an Interest Period of one month. 
As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Payment Date, the Administrative Agent shall determine (which
determination shall, absent manifest error, be final, conclusive and binding
upon all parties) the interest rate that shall apply to the Eurodollar Rate
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Borrower and each Lender.


(d)           Interest payable pursuant to Section 2.7 shall be computed
(i) in the case of Base Rate Loans on the basis of a 365-day or 366-day
year, as the case may be, and (ii) in the case of Eurodollar Rate Loans and
Base Rate Loans where the Base Rate is determined pursuant to clause (iii) of
the definition of “Base Rate”, on the basis of a 360-day year, in each
case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base
Rate Loan, as the case may be, shall be included, and the date of payment of
such Loan or the expiration date of an Interest Period applicable to such Loan
or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan,
the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as
the case may be, shall be excluded; provided, if a Loan is repaid on the
same day on which it is made, one day’s interest shall be paid on that Loan.


(e)           Except as otherwise set forth herein, interest on each
Loan (i) shall accrue on a daily basis and shall be payable in arrears on each
Interest Payment Date with respect to interest accrued on and to each such
payment date; (ii) shall accrue on a daily basis and shall be payable in
arrears upon any prepayment of that Loan, whether voluntary or mandatory, to
the extent accrued on the amount being prepaid; and (iii) shall accrue on a
daily basis and shall be payable in arrears at maturity of the Loans, including
final maturity of the Loans; provided, however, with respect to
any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be
payable on the applicable Interest Payment Date.


2.8           Conversion/Continuation.


(a)           Subject to Section 2.17 and so long as no Default or Event
of Default shall have occurred and then be continuing, the Borrower shall have
the option:


(i)            to
convert at any time all or any part of any Loan equal to $5,000,000 and integral
multiples of $1,000,000 in excess of that amount from one Type of Loan to
another Type of Loan; provided, a Eurodollar Rate Loan may only be
converted on the expiration of the Interest 



 32
 









Period applicable to such Eurodollar Rate Loan unless the Borrower
shall pay all amounts due under Section 2.17 in connection with any such
conversion; or


(ii)           upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan,
to continue all or any portion of such Loan equal to $5,000,000 and integral
multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.


(b)           The Borrower shall deliver a Conversion/Continuation
Notice to the Administrative Agent no later than noon (New York City time) on
the date of the proposed conversion date (in the case of a conversion to a Base
Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation
date (in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan).  Except as otherwise provided
herein, a Conversion/Continuation Notice for conversion to, or continuation of,
any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable and the Borrower shall be bound to effect a conversion or continuation
in accordance therewith.


(c)           Notwithstanding anything to the contrary in the foregoing,
no conversion in whole or in part to a Eurodollar Rate Loan shall be permitted
at any time at which (i) a Default or Event of Default shall have occurred and
be continuing or (ii) the continuation of, or conversion into, a Eurodollar
Rate Loan would violate any provision of Section 2.17.


2.9           Default Interest.  Upon the occurrence and during the
continuance of an Event of Default, the principal amount of all Loans
outstanding and, to the extent permitted by applicable law, any interest
payments on the Loans or any fees or other amounts owed hereunder, shall
thereafter bear interest (including post-petition interest in any
proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable on demand at a rate that is 2% per annum in excess of the interest rate
otherwise payable hereunder with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided,
in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period
in effect at the time any such increase in interest rate is effective, such
Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter
bear interest payable upon demand at a rate which is 2% per annum in excess of
the interest rate otherwise payable hereunder for Base Rate Loans.  Payment or acceptance of the increased rates
of interest provided for in this Section 2.9 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of any Agent or any Lender.


2.10         Fees.  The Borrower agrees to pay to the Joint Lead
Arrangers and the Agents such fees in the amounts and at the times separately
agreed upon.


2.11         Voluntary Prepayments.  The Borrower may prepay the outstanding
principal amount of the Loans at any time and from time to time, in whole or in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that if any prepayment
of any Eurodollar Rate Loan is made by the Borrower other than on the last day
of an Interest Period for such Loan, the Borrower shall also pay any amount
owing pursuant to Section 2.17(d); and, provided  further that
each partial prepayment shall be in an aggregate amount not less than
$1,000,000 or integral multiples of $1,000,000 in excess thereof.  Each such partial prepayment shall be applied
ratably to the Term Loans and each series of New Term Loans, to the
installments of the outstanding principal amount thereof in such order of
application as selected by the Borrower, and within each such tranche, ratably
to the Lenders in respect thereof.  Any
such prepayment shall be made upon at least three Business Days’ prior notice
to the Administrative Agent (or such shorter period as the Administrative Agent
may agree) given to Administrative Agent by 12:00 p.m. (New York City time) on
the date required and, if given by telephone, promptly confirmed in writing to
Administrative Agent (and Administrative Agent will 



 33
 









promptly transmit such telephonic or original
notice by posting to the Platform or by telefacsimile or telephone to each
Lender).  Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become
due and payable on the prepayment date specified therein; provided, however,
that any such prepayment may, subject to the Borrower’s payment of any amounts
required to be paid in connection therewith pursuant to Section 2.17(d) as a
result of such Loan not being prepaid on the date specified in such notice, be
conditioned on the receipt of proceeds of new Indebtedness.


2.12         [Reserved].


2.13         Mandatory Prepayments.


(a)           Asset Sales. 
No later than the first Business Day following the date of receipt by
the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in
excess of $5,000,000 since the later of (x) the date of this Agreement and (y)
the last mandatory prepayment pursuant to this Section 2.13(a), the Borrower
shall prepay the Loans as set forth in Section 2.14(a) in an aggregate amount
equal to such net Cash proceeds; provided so long as no Event of Default
shall have occurred and be continuing, the Borrower shall have the option,
directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds
in productive assets of the general type used in the business of the Borrower
and its Subsidiaries (including Permitted Acquisitions) within three hundred
and sixty days of receipt of such Net Asset Sale Proceeds.


(b)           [Reserved].


(c)           Change of Control. 
No later than the first Business Day following a Change of Control, the
Borrower shall prepay the Loans as set forth in Section 2.13(a) in an aggregate
amount equal to 100% of the principal amount thereof.


(d)           Issuance of Debt. 
On  the date of receipt by
the Borrower or any of its Subsidiaries of any net Cash proceeds from the
incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (including
any Take Out Securities but other than with respect to any Indebtedness
permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay
the Loans as set forth in Section 2.14(a) in an aggregate amount equal to 100%
of such net Cash proceeds, net of underwriting discounts and commissions and
other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses.


(e)           Issuance of Capital Stock.  On  the
date of receipt from any third-party of any net Cash proceeds by the Borrower
or any of it Subsidiaries from the issuance of any Capital Stock of the Borrower
or any of its Subsidiaries, the Borrower shall prepay the Loans as set forth in
Section 2.14(a) in an aggregate amount equal to 100% of such cash proceeds, net
of underwriting discounts and commissions and other reasonable costs and
expenses associated therewith, including reasonable legal fees and expenses.


(f)            Prepayment Certificate.  Concurrently with any prepayment of the Loans
pursuant to Sections 2.13(a), (c), (d) or (e), the Borrower shall deliver to
the Administrative Agent a certificate of an Authorized Officer demonstrating
the calculation of the amount of the applicable net proceeds, as the case may
be.  In the event that the Borrower shall
subsequently determine that the actual amount received exceeded the amount set
forth in such certificate, the Borrower shall promptly make an additional prepayment
of the Loans and the Borrower shall concurrently therewith deliver to the
Administrative Agent a certificate of an Authorized Officer demonstrating the
derivation of such excess.


(g)           Notwithstanding the foregoing, in the event of any
prepayment obligation pursuant to Section 2.13(a) or (d) above, the Borrower is
not obligated to comply with the foregoing sections to the 



 34
 









extent that the Borrower is required to and
otherwise applies such proceeds (other than the proceeds of the Take Out
Securities) in compliance with the applicable prepayment provisions of the
Senior Credit Facilities.


2.14         Application of
Prepayments.


(a)           Subject to the provisions of Section 2.13(g), any
prepayments made by the Borrower required to be applied in accordance with this
clause (a) shall be applied to repay the outstanding principal balance of the
Loans, until such Loans shall have been prepaid in full.  All repayments of the Loans made pursuant to
this clause (a) shall be applied on a pro rata basis to the Loans then
outstanding.


(b)           Application of Prepayments of Loans to Base Rate Loans
and Eurodollar Rate Loans.  Any prepayment
of Loans shall be applied first to Base Rate Loans to the full extent thereof
before application to Eurodollar Rate Loans, in each case in a manner which
minimizes the amount of any payments required to be made by the Borrower
pursuant to Section 2.17(d).


2.15         General Provisions
Regarding Payments.


(a)           All payments by the Borrower of principal, interest, fees
and other Obligations shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, free of any restriction or condition, and delivered
to the Administrative Agent not later than 11:00 a.m. (New York City time) on
the date due at the Principal Office designated by the Administrative Agent for
the account of Lenders; for purposes of computing interest and fees, funds received
by the Administrative Agent after that time on such due date shall be deemed to
have been paid by the Borrower on the next succeeding Business Day.


(b)           All payments in respect of the principal amount of any
Loan shall be accompanied by payment of accrued interest on the principal
amount being repaid or prepaid.


(c)           The Administrative Agent (or its agent or sub-agent
appointed by it) shall promptly distribute to each Lender at such address as
such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share
of all payments and prepayments of principal and interest due hereunder, together
with all other amounts due thereto, including, without limitation, all fees
payable with respect thereto, to the extent received by the Administrative
Agent.


(d)           Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in
apportioning payments received thereafter.


(e)           Subject to the provisions set forth in the definition of “Interest
Period” as they apply to Loans, whenever any payment to be made hereunder with
respect to any Loan shall be stated to be due on a day that is not a Business
Day, such payment shall be made on the next succeeding Business Day.


(f)            [Reserved].


(g)           The Administrative Agent shall deem any payment by or on
behalf of the Borrower hereunder that is not made in same day funds prior to
12:00 p.m. (New York City time) to be a non-conforming payment.  Any such payment shall not be deemed to have
been received by the Administrative Agent until the later of (i) the time such
funds become available funds, and (ii) the applicable next Business Day.  The Administrative Agent shall give prompt
telephonic notice to the Borrower and each applicable Lender (confirmed in
writing) if any payment is non-conforming.  Any non-conforming payment 



 35
 









may constitute or become a Default or Event
of Default in accordance with the terms of Section 8.1(a).  Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds
become available funds (but in no event less than the period from the date of
such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.9 from the date such amount was due and
payable until the date such amount is paid in full.


(h)           [Reserved].


(i)            The Borrower hereby irrevocably waives the right to
direct the application of any and all payments in respect of the Obligations
after the occurrence and during the continuance of an Event of Default and
agrees that notwithstanding the provisions of Section 2.14(a) and clause (g)
above, if an Event of Default shall have occurred and not otherwise been
waived, the Administrative Agent may, and, upon either (A) the written
direction of the Requisite Lenders or (B) the acceleration of the Obligations
pursuant to Section 8.1, shall, apply all payments in respect of any Obligations
in the following order:


(i)            first, to pay any costs and expenses then due to the
Administrative Agent under the Credit Documents;


(ii)           second, to pay Obligations in respect of any fees then due
to the Facility Agent and the Lenders;


(iii)          third, ratably to pay interest due in respect of the Loans;


(iv)          fourth, to pay or prepay principal amounts on the Loans;


(v)           fifth, to pay any other Obligations; and


(vi)          sixth, to Borrower or such other Person entitled thereto
under applicable law;


provided, however, that if
sufficient funds are not available to fund all payments to be made in respect
of any Obligation described in any of clauses (i) through (vi) above the
available funds being applied with respect to any such Obligation (unless
otherwise specified in such clause) shall be allocated to the payment of such
Obligation ratably, based on the proportion of the applicable Facility Agent’s
and each Lender’s interest in the aggregate outstanding Obligations described
in such clauses.  The order of priority
set forth in clauses (i) through (vi) above may at any time and from time to
time be changed by the agreement of the Requisite Lenders without necessity of
notice to or consent of or approval by the Borrower or by any other Person that
is not a Lender.  The order of priority
set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with
the prior written consent of the Administrative Agent in addition to that of
the Requisite Lenders.


2.16         Ratable Sharing.  The Lenders hereby agree among themselves
that if any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker’s lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents
or otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to such Lender hereunder or under the other Credit Documents
(collectively, the “Aggregate Amounts Due”
to such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify the
Administrative Agent and each other Lender of the receipt of such payment and
(b) apply a portion of such payment to purchase participations (which it
shall be 



 36
 









deemed to have purchased from each seller of
a participation simultaneously upon the receipt by such seller of its portion
of such payment) in the Aggregate Amounts Due to the other Lenders so that all
such recoveries of Aggregate Amounts Due shall be shared by all Lenders in
proportion to the Aggregate Amounts Due to them; provided if all or part
of such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
the Borrower or otherwise, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest.  The Borrower expressly consents to the foregoing
arrangement and agrees that any holder of a participation so purchased may
exercise any and all rights of banker’s lien, set-off or counterclaim
with respect to any and all monies owing by the Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.


2.17         Making or Maintaining
Eurodollar Rate Loans.


(a)           Determination of Interest Rate.  The Eurodollar Rate for each Interest Period
for Eurodollar Rate Loans shall be determined by the Administrative Agent
pursuant to the procedures set forth in the definition of “Eurodollar Rate.”  The Administrative Agent’s determination
shall be presumed to be correct absent manifest error and shall be binding on
the Borrower.


(b)           Inability to Determine Applicable Interest Rate.  In the event that the Administrative Agent
shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto), on any Interest Payment Date with respect to
any Eurodollar Rate Loans, that by reason of circumstances affecting the London
interbank market, adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of Eurodollar Rate, the Administrative Agent shall on such date give
notice (by telefacsimile or by telephone confirmed in writing) to the Borrower
and each Lender of such determination, whereupon (i) no Loans may be made
as, or converted to, Eurodollar Rate Loans until such time as the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, and (ii) any Funding
Notice or Conversion/Continuation Notice given by the Borrower with respect to
the Loans in respect of which such determination was made shall be deemed to be
rescinded by the Borrower.


(c)           Illegality or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender
shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto but shall be made only after consultation with
the Borrower and the Administrative Agent) that the making, maintaining or
continuation of its Eurodollar Rate Loans (i) has become unlawful as a result
of compliance by such Lender in good faith with any law, treaty, governmental
rule, regulation, guideline, order or Governmental Authorization (or would
conflict with any such treaty, governmental rule, regulation, guideline, order
or Governmental Authorization not having the force of law even though the
failure to comply therewith would not be unlawful), or (ii) has become impracticable,
as a result of contingencies occurring after the date hereof which materially
and adversely affect the London interbank market or the position of such Lender
in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day
give notice (by telefacsimile or by telephone confirmed in writing) to the
Borrower and the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each other Lender).  Thereafter (1) the obligation of the Affected
Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be
suspended until such notice shall be withdrawn by the Affected Lender, (2) to
the extent such determination by the Affected Lender relates to a Eurodollar
Rate Loan then being requested by the Borrower pursuant to a Funding Notice or
a Conversion/Continuation Notice, the Affected Lender shall make such Loan as
(or continue such Loan as or convert such Loan to, as the case may be) a Base
Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding
Eurodollar Rate Loans (the “Affected Loans”)
shall be terminated at the 



 37
 









earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (4) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent
a determination by an Affected Lender as described above relates to a
Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding
Notice or a Conversion/Continuation Notice, the Borrower shall have the option,
subject to the provisions of Section 2.17(d), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to the Administrative Agent
of such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Administrative
Agent shall promptly transmit to each other Lender).  Except as provided in the immediately preceding
sentence, nothing in this Section 2.17(c) shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to
convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.


(d)           Compensation for Breakage or Non-Commencement of
Interest Periods.  The Borrower shall
compensate each Lender, upon written request by such Lender (which request
shall set forth the basis for requesting such amounts), for all reasonable
losses, expenses and liabilities (including any interest paid by such Lender to
Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and
any loss, expense or liability sustained by such Lender in connection with the
liquidation or re-employment of such funds but excluding loss of
anticipated profits) which such Lender may sustain:  (i) if for any reason (other than a default
by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a
date specified therefor in a Funding Notice or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Conversion/Continuation Notice or a
telephonic request for conversion or continuation; (ii) if any prepayment
or other principal payment of, or any conversion of, any of its Eurodollar Rate
Loans occurs on a date prior to the last day of an Interest Period applicable
to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate
Loans is not made on any date specified in a notice of prepayment given by the
Borrower.


(e)           Booking of Eurodollar Rate Loans.  Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices
or the office of an Affiliate of such Lender.


2.18         Increased Costs; Capital
Adequacy.


(a)           Compensation for Increased Costs and Taxes.  Subject to the provisions of Section 2.19
(which shall be controlling with respect to the matters covered thereby), in
the event that any Lender shall determine (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto)
that any law, treaty or governmental rule, regulation, order or Governmental
Authorization, or any change therein or in the interpretation, administration
or application thereof (including the introduction of any new law, treaty or
governmental rule, regulation, order or Governmental Authorization), or any
determination of a court or Governmental Authority, in each case that becomes
effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): 
(i) subjects such Lender (or its applicable lending office) to any additional
Tax (other than any Tax on the overall net income of such Lender) with respect
to this Agreement or any of the other Credit Documents or any of its
obligations hereunder or thereunder or any payments to such Lender (or its
applicable lending office) of principal, interest, fees or any other amount
payable hereunder or thereunder; (ii) imposes, modifies or holds applicable any
reserve (including any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or 



 38
 









advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Lender
(other than any such reserve or other requirements with respect to Eurodollar
Rate Loans that are reflected in the definition of Eurodollar Rate); or (iii)
imposes any other condition (other than with respect to a Tax matter) on or
affecting such Lender (or its applicable lending office) or its obligations
hereunder or the London interbank market; and the result of any of the
foregoing is to increase the cost to such Lender of agreeing to make, making or
maintaining Loans hereunder or to reduce any amount received or receivable by
such Lender (or its applicable lending office) with respect thereto; then, in
any such case, the Borrower shall promptly pay to such Lender, upon receipt of
the statement referred to in the next sentence, such additional amount or
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as may be necessary to compensate such Lender for any such increased
cost or reduction in amounts received or receivable hereunder or
thereunder.  Such Lender shall deliver to
the Borrower (with a copy to the Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional
amounts owed to such Lender under this Section 2.18(a), which statement shall
be conclusive and binding upon all parties hereto absent manifest error.


(b)           Capital Adequacy Adjustment.  In the event that any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability
after the Closing Date of any law, rule or regulation (or any provision
thereof) regarding capital adequacy, or any change therein or 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 Lender (or its applicable lending office) with any guideline,
request or directive regarding capital adequacy (whether or not having the
force of law) of any such Governmental Authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a consequence
of, or with reference to, such Lender’s Loans or participations therein or
other obligations hereunder with respect to the Loans to a level below that
which such Lender or such controlling corporation could have achieved but for
such adoption, effectiveness, phase-in, applicability, change or
compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy), then from time to
time, within five Business Days after receipt by the Borrower from such Lender
of the statement referred to in the next sentence, the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender or
such controlling corporation on an after-tax basis for such reduction.
Such Lender shall deliver to the Borrower (with a copy to the Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to Lender under this Section 2.18(b),
which statement shall be conclusive and binding upon all parties hereto absent
manifest error.


2.19         Taxes; Withholding, etc.


(a)           Payments to Be Free
and Clear.  All sums payable by any
Credit Party hereunder and under the other Credit Documents shall (except to
the extent required by law) be paid free and clear of, and without any
deduction or withholding on account of, any Tax.


(b)           Withholding of Taxes.  If any Credit Party or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to the Administrative Agent or any Lender under any of the
Credit Documents:  (i) the Borrower shall
notify the Administrative Agent of any such requirement or any change in any
such requirement as soon as the Borrower becomes aware of it; (ii) the Borrower
shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Credit Party) for
its own account or (if that liability is imposed on the Administrative Agent or
such Lender, as the case may be) on behalf of and in the name of the Administrative
Agent or such Lender; (iii) except to 



 39
 









the extent of a Tax on the overall
net income of the recipient, the sum payable by such Credit Party
in respect of which the relevant deduction, withholding or payment is required
shall be increased to the extent necessary to ensure that, after the making of that deduction,
withholding or payment (including any
deduction, withholding, or payment attributable to amounts payable under this
Section 2.19), the Administrative Agent, the Collateral Agent or such
Lender, as the case may be, receives on the due date a net sum equal to what it
would have received had no such deduction, withholding or payment been required
or made; and (iv) within thirty days after paying any sum from which it is required
by law to make any deduction or withholding, and within thirty days after the
due date of payment of any Tax which it is required by clause (ii) above to
pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory
to the other affected parties of such deduction, withholding or payment and of
the remittance thereof to the relevant taxing or other authority; provided
no such additional amount shall be required to be paid to any Non-US Lender under clause (iii)
above in respect of U.S. federal withholding tax imposed on
amounts payable to a Non-US
Lender at the time such Non-US Lender becomes a party hereto (or designates a
new lending office), except to
the extent that such Non-US 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 any Credit
Party with respect to such withholding tax pursuant to this Section 2.19.


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


(d)           Indemnification by the Borrower.  The Borrower
shall indemnify the Administrative Agent and each Lender, within 10 Business
Days after written demand therefor, for the full amount of any Taxes (other than a Tax on the overall net
income) or Other Taxes (including such Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable by the Administrative Agent or such Lender, as the case may
be, and reasonable expenses arising therefrom or with respect thereto, whether
or not such 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 (with
a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, setting forth in reasonable detail the manner
in which such amount was determined, shall be conclusive absent manifest error.


(e)           Evidence of Exemption from U.S. Federal Withholding Tax.  To
the extent it is legally entitled to do so: each Lender that is not a
United States Person (as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the
Administrative Agent for transmission to the Borrower, on or prior to the
Closing Date (in the case of each Lender listed on the signature pages hereof
on the Closing Date) or on or prior to the date of the Assignment Agreement
pursuant to which it becomes a Lender (in the case of each other Lender), and
at such other times as may be necessary in the determination of the Borrower or
the Administrative Agent (each in the reasonable exercise of its discretion),
(i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI
(or any successor forms), properly completed and duly executed by such Lender,
and such other documentation required under the Internal Revenue Code and
reasonably requested by the Borrower to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of principal, interest, fees or other
amounts payable under any of the Credit Documents, or (ii) if such Lender is
not a “bank” or other Person described in Section 881(c)(3) of the
Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI
or Form W-8BEN pursuant to
clause (i) above, a Certificate re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8BEN (or any successor
form), properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by the Borrower to establish that 



 40
 









such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of interest payable under any of the Credit Documents, or (iii) to the extent such Non-US Lender
is not the beneficial owner (for example, where the Non-US lender is a
partnership or participating Lender granting a typical participation), two
original copies of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Form W-8ECI , W-8BEN, Certificate
re Non-Bank Status or W-8BEN
from each beneficial owner, as applicable.  Each Lender required to deliver any forms,
certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.19(e) hereby agrees, from
time to time after the initial delivery by such Lender of such forms, certificates
or other evidence, whenever a lapse in time or change in circumstances renders
such forms, certificates or other evidence obsolete or inaccurate in any
material respect, that such Lender shall promptly deliver to the Administrative
Agent for transmission to the Borrower two new original copies of Internal
Revenue Service Form W-8BEN or W-8ECI , or a Certificate re Non-Bank
Status and two original copies of Internal Revenue Service Form W-8BEN
(or any successor form) or W-8IMY and
the accompanying forms or certificates, as the case may be, properly
completed and duly executed by such Lender, and such other documentation
required under the Internal Revenue Code and reasonably requested by the
Borrower to confirm or establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to payments to
such Lender under the Credit Documents, or notify the Administrative Agent and
the Borrower of its inability to deliver any such forms, certificates or other
evidence.  The Borrower shall not be
required to pay any additional amount to any Non-US Lender under Section
2.19(b)(iii) to the extent that the
U.S. federal withholding tax results from such Non-US Lender’s failure to
deliver any such form or certificate
that such Non-US Lender is legally
entitled to deliver.


2.20         Obligation to Mitigate.  Each Lender agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender to receive payments under Sections 2.17, 2.18 or
2.19, it will, to the extent not inconsistent with the internal policies of
such Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Credit Extensions, including
any Affected Loans, through another office of such Lender, or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof
the circumstances which would cause such Lender to be an Affected Lender would
cease to exist or the additional amounts which would otherwise be required to
be paid to such Lender pursuant to Sections 2.17, 2.18 or 2.19 would be
materially reduced and if, as determined by such Lender in its sole discretion,
the making, issuing, funding or maintaining of such Loans through such other
office or in accordance with such other measures, as the case may be, would not
otherwise adversely affect such Loans or the interests of such Lender; provided
such Lender will not be obligated to utilize such other office or take other
measures pursuant to this Section 2.20 unless the Borrower agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such
other office or take other measures as described above.  A certificate as to the amount of any such expenses
payable by the Borrower pursuant to this Section 2.20 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such
Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive
absent manifest error.


2.21         [Reserved].


2.22         Removal or Replacement of
a Lender.  Anything contained
herein to the contrary notwithstanding, in the event that:  (a) (i) any Lender (an “Increased-Cost Lender”) shall give
notice to the Borrower that such Lender is an Affected Lender or that such
Lender is entitled to receive payments under Section  2.17, 2.18 or 2.19,
(ii) the circumstances which have caused such Lender to be an Affected Lender
or which entitle such Lender to receive such payments shall remain in effect,
and (iii) such Lender 



 41
 









shall fail to withdraw such notice within
five Business Days after the Borrower’s request for such withdrawal; or (b) in
connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section
10.5(b), the consent of Requisite Lenders shall have been obtained but the consent
of one or more of such other Lenders (each a “Non-Consenting
Lender”) whose consent is required shall not have been obtained;
then, with respect to each such Increased-Cost Lender or Non-Consenting
Lender (each, a “Terminated Lender”),
the Borrower may, by giving written notice to the Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the
provisions of Section 10.6 and such Terminated Lender shall pay any fees
payable thereunder in connection with such assignment; provided (1) on
the date of such assignment, the Replacement Lender shall pay to Terminated
Lender an amount equal to the principal of, and all accrued interest on, all
outstanding Loans of the Terminated Lender; (2) on the date of such assignment,
the Borrower shall pay any amounts payable to such Terminated Lender pursuant
to Section 2.17, 2.18 or 2.19, or otherwise as if it were a prepayment; (3) to
the extent an assignment to such Replacement Lender would require the consent
of the Administrative Agent under Section 10.6, such Replacement Lender shall
be reasonably acceptable to the Administrative Agent; and (4) in the event such
Terminated Lender is a Non-Consenting Lender, each Replacement Lender
shall consent, at the time of such assignment, to each matter in respect of
which such Terminated Lender was a Non-Consenting Lender.  Upon the prepayment of all amounts owing to
any Terminated Lender and the termination of such Terminated Lender’s Term Loan
Commitments, such Terminated Lender shall no longer constitute a “Lender” for
purposes hereof; provided any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.  Each Lender agrees that, if it becomes a
Terminated Lender and its rights and claims are assigned hereunder to a Replacement
Lender pursuant to this Section 2.22, it shall execute and deliver to the
Administrative Agent an Assignment Agreement to evidence such assignment,
together with any Note (if such Loans are evidenced by a Note) evidencing the
Loans subject to such Assignment Agreement; provided, however,
that the failure of any Terminated Lender to execute an Assignment Agreement
shall not render such assignment invalid.


2.23         Exchange Notes.


(a)           Subject to satisfaction of the provisions of this Section
2.23 and in reliance upon the representations and warranties of the Borrower
herein set forth, on and after the Initial Maturity Date, each Lender will have
the option to notify (an “Exchange Notice”)
the Administrative Agent in writing of its request for senior subordinated exchange
notes (individually, an “Exchange Note”
and collectively, the “Exchange Notes”)
in exchange for Loans Borrowed hereunder. 
Each Lender’s Exchange Notice shall indicate the aggregate principal
amount of Loans that such Lender desires to exchange for Exchange Notes
pursuant to this Section 2.23, which shall be in a minimum amount of $2,000
(and integral multiples of $1,000 in excess thereof) and, if such Lender holds
Extended Notes, be accompanied by the Extended Notes to be exchanged for
Exchange Notes.  Loans delivered to the
Borrower in exchange for Exchange Notes shall be canceled by the Borrower, and
the corresponding amount of the Loan deemed repaid and the Exchange Notes shall
be governed by and construed in accordance with the terms of the Exchange Note
Indenture.  It is understood and agreed
that the Loans exchanged for Exchange Notes constitute the same indebtedness as
such Exchange Notes and that no novation shall be effected by any such
exchange.


(b)           Notwithstanding the foregoing, such Lender’s Loans shall
only be exchanged for Exchange Notes hereunder upon the occurrence of an
Exchange Trigger Event, notice of which shall be provided to the Borrower and
all such Lenders by the Administrative Agent. 
Thereafter, the Borrower shall a set a date (the “Exchange Date”) for the exchange of Loans
for Exchange Notes, which date shall be no 



 42
 









less than ten business days and no more than
twenty business days after such Exchange Trigger Event; provided that such
Exchange Date shall not occur prior to the Initial Maturity Date.  Borrower shall not be obligated to establish
more than one Exchange Date nor effect the exchange of any Loans for Exchange
Notes on more than one occasion.


(c)           On such Exchange Date, the Borrower shall execute and
deliver, or cause the Exchange Note Trustee to execute and deliver, to each
Lender that exchanges Loans, an Exchange Note in the principal amount equal to
100% of the aggregate principal amount (including any accrued and unpaid
interest not required to be paid in cash) of such Loan (or portion thereof) for
which each such Exchange Note is being exchanged.  The Exchange Notes shall be governed by the
Exchange Note Indenture.  Upon issuance
of the Exchange Notes, any Notes delivered hereunder shall be canceled by
Borrower and the corresponding amount of the Loans deemed repaid.  If a Default (but not an Event of Default)
shall have occurred and be continuing on the date of such exchange, any notices
given or cure periods commenced while any such Loan was outstanding shall be
deemed given or commenced (as of the actual dates thereof) for all purposes
with respect to the Exchange Notes (with the same effect as if the Exchange
Notes had been outstanding as of the actual dates thereof).


(d)           Each Lender (other than CNAI or JPMCB or their respective
Affiliates) that exchanges Extended Term Loans for Exchange Notes shall have
the right to fix the interest rate on its Exchange Note (each such Exchange
Note being a “Fixed Rate Exchange Note”)
at a rate not higher than the then applicable interest rate on such Extended
Term Loan.  Notwithstanding the preceding
sentence, upon the written representation of a Lender, certified to by an
authorized officer, transferring an Exchange Note that an interest rate higher
than the then applicable interest rate on such Extended Term Loan (such higher
rate, the “Transfer Rate”) is
necessary in order to permit such Lender to transfer such Exchange Note to a
third party and receive gross consideration equal to the principal amount
thereof plus all accrued and unpaid interest to the date of such transfer, then
such interest rate on the Fixed Rate Exchange Note shall be fixed at a rate not
higher than the Transfer Rate; provided that such Transfer Rate shall
not exceed a rate of 11.25% per annum.


(e)           The Borrower shall, as promptly as practicable after being
requested to do so by the Lenders pursuant to the terms of this Agreement and
following the date of the Exchange Trigger Event, (i) select a bank or trust
company reasonably acceptable to the Lenders to act as Exchange Note Trustee,
(ii) enter into the Exchange Note Registration Rights Agreement and the
Exchange Note Indenture, and (iii) cause counsel to the Borrower to deliver to
the Administrative Agent an executed legal opinion in form and substance customary
for a transaction of that type to be mutually agreed upon by the Borrower and
the Administrative Agent (including, without limitation, with respect to due
authorization, execution and delivery; validity; and enforceability of the
Exchange Documents and the Exchange and Registration Rights Agreement referred
to in clause (ii) above).  The Exchange
Note Trustee shall at all times be a corporation organized and doing business
under the laws of the United States or the State of New York, in good standing
and having its principal offices in the Borough of Manhattan, in The City of
New York, which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal or state
authority and which has a combined capital and surplus of not less than
$500,000,000.


SECTION
3.                                      CONDITIONS
PRECEDENT


3.1           Closing Date.  The obligation of each Lender to make a
Credit Extension on the Closing Date is subject to the satisfaction, or waiver
in accordance with Section 10.5, of the following conditions on or before the
Closing Date:



 43















(a)                                  Credit Documents.  The Administrative Agent shall have received
sufficient copies of each Credit Document originally executed and delivered by
each applicable Credit Party for each Lender.


(b)                                 Organizational
Documents; Incumbency.  The
Administrative Agent shall have received (i) copies of the Organizational
Documents of each Credit Party, and, to the extent applicable, certified as of
a recent date by the appropriate governmental official; (ii) signature and incumbency
certificates of the officers of such Person executing the Credit Documents to
which it is a party; (iii) resolutions of the Board of Directors or similar
governing body of each Credit Party approving and authorizing the execution,
delivery and performance of this Agreement and the other Credit Documents and
the Related Agreements to which it is a party or by which it or its assets may
be bound as of the Closing Date, certified as of the Closing Date by its
secretary or an assistant secretary as being in full force and effect without
modification or amendment; and (iv) a “long-form” good standing certificate
from the applicable Governmental Authority of each Credit Party’s jurisdiction
of incorporation, organization or formation, each dated a recent date prior to
the Closing Date.


(c)                                  Organizational and
Capital Structure.  The
organizational structure and capital structure of the Borrower and its
Subsidiaries, both before and after giving effect to the Purchase, shall be as
set forth on Schedule 4.2.


(d)                                 Consummation of the
Acquisition.  The Purchase shall be
consummated concurrently with the occurrence of the Closing Date in accordance
with the Acquisition Agreement, without amendment, modification or waiver
thereof which is adverse to the Lenders in any material respect (including,
without limitation, the Material Adverse Change (as defined in the Acquisition
Agreement) condition set forth in the Acquisition Agreement) without the prior
consent of the Joint Lead Arrangers, all as certified in the Closing Date
Certificate.


(e)                                  Revolving Credit
Facility.  The Administrative Agent
shall have received reasonably satisfactory evidence that, concurrently with
the occurrence of the Closing Date, the “Closing Date” (under and as defined in
the Revolving Credit Agreement) shall have occurred and the Borrower shall have
received commitments under the Revolving Credit Agreement of not less than
$300,000,000.


(f)                                    Term Loan
Facility.  The Administrative Agent
shall have received reasonably satisfactory evidence that, concurrently with
the occurrence of the Closing Date, the “Closing Date” (under and as defined in
the Term Loan Agreement) shall have occurred and the Borrower shall have
received gross cash proceeds from the extensions of credit under the Term Loan
Agreement of not less than $880,000,000.


(g)                                 Refinancing;
Indebtedness.


(i)                                     The
Refinancing shall have been consummated to the satisfaction of the Administrative
Agent; the Administrative Agent shall have received a “pay-off” letter in form
and substance reasonably satisfactory to the Administrative Agent with respect
to all debt being refinanced in the Refinancing.


(ii)                                  After
giving effect to the Transactions, none of the Borrower or any of its Subsidiaries
shall have outstanding any Indebtedness or Preferred Stock other than
(i) the Loans and Credit Extensions hereunder, (ii) the Revolving Loans,
(iii) the Term Loans, the Indebtedness described



 44
 









in Sections
6.1(b) through 6.1(h) or listed on Schedule 6.1 and
(iv) Indebtedness owed to the Borrower or any Guarantor.


(h)                                 [Reserved].


(i)                                     [Reserved].


(j)                                     Pro Forma
Financial Statements.  Lenders shall
have received from the Borrower (i) the Historical Financial Statements and
(ii) pro forma consolidated balance sheets of the Borrower and its Subsidiaries
as at the Closing Date, and reflecting the consummation of the Transactions,
which pro forma financial statements shall be in form and substance
satisfactory to the Administrative Agent, together with a certificate of the
Borrower to the effect that such statements accurately present the estimated
pro forma financial position of the Borrower and its Subsidiaries in all
material respects and were prepared in good faith based on management estimates
and assumptions believed to be reasonable when made.


(k)                                  [Reserved].


(l)                                     Opinions of
Counsel to Credit Parties.  The
Agents and the Lenders shall have received favorable written opinions of (i)
Munger, Tolles & Olson LLP, counsel for Credit Parties, in the form of
Exhibit D, (ii) Armstrong Teasedale LLP, counsel to the Credit Parties in
Nevada, (iii) Cohen & Grisby, counsel to the Credit Parties in Pennsylvania
and (iv) Latham & Watkins, LLP, counsel to the Credit Parties in New York,
in each case, as to such other matters as the Administrative Agent may
reasonably request, dated as of the Closing Date and otherwise in form and
substance reasonably satisfactory to the Administrative Agent (and each Credit
Party hereby instructs such counsel to deliver such opinions to the Agents and
Lenders).


(m)                               Fees.  The Borrower shall have paid to the Joint
Lead Arrangers and the Facility Agent the fees payable on the Closing Date
referred to in Section 2.10 or as otherwise provided in the Fee Letter.


(n)                                 Representations and
Warranties.  On the Closing Date, the
representations and warranties made by the Credit Parties in Sections 4.1,
4.3, 4.6, 4.16, 4.17, 4.26 and 4.27 as they relate to the Credit Parties at
such time shall be true and correct in all material respects; provided that any
representation and warranty that is qualified as to materiality or “Material
Adverse Effect” shall be true and correct in all respects.


(o)                                 Solvency
Certificate.  On the Closing Date,
the Administrative shall have received a Solvency Certificate from the chief
financial officer of the Borrower demonstrating that after giving effect to the
consummation of the Transactions, the Borrower and its Subsidiaries, on a
consolidated basis, are Solvent.


(p)                                 Closing Date
Certificate.  The Borrower shall have
delivered to the Administrative Agent an original executed Closing Date
Certificate, together with all attachments thereto.


(q)                                 [Reserved].


(r)                                    [Reserved].


(s)                                  [Reserved].



 45
 









(t)                                    Patriot Act
Information.  Each of the Credit
Parties shall have provided the documentation and other information to the
Lenders that is required by regulatory authorities under applicable “know your
customer” and anti-money-laundering rules and regulations, including, without
limitation, the Patriot Act.


(u)                                 Funding
Notice.  The Administrative Agent
shall have received a fully executed and delivered Funding Notice.


(v)                                 No
Defaults.  As of the Closing Date, no
event shall have occurred and be continuing or would result from the
consummation of the applicable Credit Extension that would constitute a Default
or an Event of Default.


Each Lender, by delivering its signature page to this
Agreement and funding a Loan on the Closing Date, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Credit Document
and each other document required to be approved by any Agent, Requisite Lenders
or Lenders, as applicable on the Closing Date.


3.2                                 Initial Maturity Date. 
Subject to no Default or Event of Default under Section
8.1(a), (f) and (g) with respect to the Borrower or any Subsidiary and the
concurrent payment of any fees owing under the Fee Letter, the Initial Loans
shall automatically be converted into Extended Term Loans by the Borrower on
the Initial Maturity Date in an aggregate principal amount equal to the then outstanding
principal amount of the Initial Loans (including any accrued interest not required
to be paid in cash).


SECTION 4.                                      REPRESENTATIONS
AND WARRANTIES


In order to induce the Lenders to enter into this
Agreement and to make each Credit Extension to be made thereby, each Credit
Party represents and warrants to each Lender, on the Closing Date, that the following
statements are true and correct (it being understood and agreed that the
representations and warranties made on the Closing Date are deemed to be made
concurrently with the consummation of the Transactions):


4.1                                 Organization; Requisite Power and Authority;
Qualification.  Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as identified
in Schedule 4.1, (b) has all requisite power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a
party and to carry out the transactions contemplated thereby, and (c) is
qualified to do business and in good standing in every jurisdiction where its assets
are located and wherever its ownership, operation of properties or the conduct
of its business requires such qualification, except in jurisdictions where the
failure to be so qualified or in good standing has not had, and could not be
reasonably expected to have, a Material Adverse Effect.


4.2                                 Capital Stock and Ownership.  The Capital Stock of each of the Borrower and
its Subsidiaries has been duly authorized and validly issued and is fully paid
and non-assessable.  Except as set
forth on Schedule 4.2, as of the date hereof, there is no existing option,
warrant, call, right, commitment or other agreement to which the Borrower or
any of its Subsidiaries is a party requiring, and there is no membership
interest or other Capital Stock of the Borrower or any of its Subsidiaries
outstanding which upon conversion or exchange would require, the issuance by
the Borrower or any of its Subsidiaries of any additional membership interests
or other Capital Stock of the Borrower or any of its Subsidiaries or other
Securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase, a membership interest or other Capital Stock of the
Borrower or any of its Subsidiaries. 
Schedule 4.2 correctly sets forth the ownership interest of the
Borrower and each of its Subsidiaries as of the Closing Date.



 46
 









4.3                                 Due Authorization.  The execution, delivery and performance of
the Credit Documents have been duly authorized by all necessary action on the
part of each Credit Party that is a party thereto.


4.4                                 No Conflict.  The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not
and will not (a) violate (i) any provision of any law or any governmental rule
or regulation applicable to the Borrower or any of its Subsidiaries, (ii) any
of the Organizational Documents of the Borrower or any of its Subsidiaries, or
(iii) any order, judgment or decree of any court or other agency of government
binding on the Borrower or any of its Subsidiaries except, in the case of the
foregoing clauses (i) and (iii) to the extent such violation could not be
reasonably expected to have a Material Adverse Effect; (b) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both)
a default under any Contractual Obligation of the Borrower or any of its
Subsidiaries except to the extent such conflict, breach or default could not
reasonably be expected to have a Material Adverse Effect; (c) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of the Borrower or any of its Subsidiaries (other than any Liens created
under the Term Loan Credit Documents or Liens created under the Revolving
Credit Documents); or (d) require any approval of stockholders, members or
partners or any approval or consent of any Person under any Contractual
Obligation of the Borrower or any of its Subsidiaries, except for such
approvals or consents which will be obtained on or before the Closing Date and
disclosed in writing to the Lenders and except for any such approvals or
consents the failure of which to obtain will not have a Material Adverse
Effect.


4.5                                 Governmental Consents.  The execution, delivery and performance by
the Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any Governmental Authority, as of the
Closing Date.


4.6                                 Binding Obligation.  Each Credit Document has been duly executed
and delivered by each Credit Party that is a party thereto and is the legally
valid and binding obligation of such Credit Party, enforceable against such
Credit Party in accordance with its respective terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors’ rights generally or by equitable principles.


4.7                                 Historical Financial Statements.  The Historical Financial Statements were
prepared in conformity with GAAP and fairly present, in all material respects,
the financial position, on a consolidated basis, of the Persons described in
such financial statements as at the respective dates thereof and the results of
operations and cash flows, on a consolidated basis, of the entities described
therein for each of the periods then ended, subject, in the case of any such
unaudited financial statements, to changes resulting from audit and normal year-end
adjustments.  As of the Closing Date,
neither the Borrower nor any of its Subsidiaries has any contingent liability
or liability for taxes, long-term lease or unusual forward or long-term
commitment that is not reflected in the Historical Financial Statements or the
notes thereto and which in any such case is material in relation to the
business, operations, properties, assets, condition (financial or otherwise) or
results of operations of the Borrower and any of its Subsidiaries taken as a
whole.


4.8                                 Projections.  On and as of the Closing Date, the
Projections of the Borrower and its Subsidiaries for the period of Fiscal Year
2008 through and including Fiscal Year 2015 (the “Projections”) are based on good faith estimates made by the
management of the Borrower based on
assumptions believed to be reasonable when made; provided, that it is understood and agreed that actual results of the
Borrower and its subsidiaries may differ from the results projected in such
Projections and that such differences may be material.



 47
 









4.9                                 No Material Adverse Change.  Since January 31, 2007, no event,
circumstance or change has occurred that has caused or evidences, or could
reasonably be expected to result in, either in any case or in the aggregate, a
Material Adverse Effect.


4.10                           Insurance.  All policies
of insurance of the Borrower or any of its Subsidiaries, including policies of
life, fire, theft, product liability, public liability, property damage, other
casualty, employee fidelity, workers’ compensation and employee health and
welfare insurance, are in full force and effect and are of a nature and provide
such coverage as is sufficient and as is customarily carried by businesses of
the size and character of such Person.


4.11                           Compliance with Laws; Adverse Proceedings, etc.  There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect.  Neither the
Borrower nor any of its Subsidiaries (a) is in violation of any applicable
laws, statutes, regulations or orders (including Environmental Laws), or any
applicable restrictions imposed by any Governmental Authority governing the
conduct of business or ownership of property by the Borrower or any such
Subsidiary, in each case, that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, or (b) is
subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or
other governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


4.12                           Payment of Taxes.  All material Tax returns and reports of the Borrower and its Subsidiaries
required to be filed by any of them have been timely filed and the Borrower and its
Subsidiaries have duly and
timely paid, collected, withheld, or remitted
or caused to be duly and timely paid, collected, withheld, or remitted all material Taxes (whether or not shown on any Tax return) due and payable, collectible, withholdable or remittable by it
and all assessments received by it, except Taxes that are being contested in
good faith by appropriate proceedings and for which the Borrower or any of its Subsidiaries has set aside on its
books adequate reserves in accordance with GAAP.


4.13                           Properties.  Each of the
Borrower and its Subsidiaries has good title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other property, except where the failure to have
such title would not reasonably be expected to have a Material Adverse Effect.


4.14                           Environmental Matters. 
Neither the Borrower nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to any
Environmental Law, any Environmental Claim, or any Hazardous Materials Activity
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.  Neither the
Borrower nor any of its Subsidiaries has received any letter or request
for information under Section 104 of the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any
comparable state law.  There are and, to
each of the Borrower’s and its Subsidiaries’ knowledge, have been, no
conditions, occurrences, or Hazardous Materials Activities which could reasonably
be expected to form the basis of an Environmental Claim against the Borrower or
any of its Subsidiaries that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any of its
Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of the
Borrower or any of its Subsidiaries has filed any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials
at any Facility, and none of the Borrower’s or any of its Subsidiaries’
operations involves the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or
any state equivalent.  Compliance with
all current or reasonably foreseeable future requirements pursuant to or under



 48
 









Environmental Laws could not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.  No event or condition has occurred or is
occurring with respect to the Borrower or any of its Subsidiaries relating to
any Environmental Law, any Release of Hazardous Materials, or any Hazardous
Materials Activity which individually or in the aggregate has, or could
reasonably be expected to have, a Material Adverse Effect.


4.15                           No Defaults.  Neither
the Borrower nor any of its Subsidiaries is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in
any of its Contractual Obligations, and no condition exists which, with the
giving of notice or the lapse of time or both, could constitute such a default,
except where the consequences, direct or indirect, of such default or defaults,
if any, could not reasonably be expected to have a Material Adverse Effect.


4.16                           Governmental Regulation. 
Neither the Borrower nor any of its Subsidiaries is a “registered
investment company” or a company “controlled” by a “registered investment
company” or a “principal underwriter” of a “registered investment company” as
such terms are defined in the Investment Company Act of 1940.


4.17                           Margin Stock.  Neither
the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock. 
No part of the proceeds of the Loans made to such Credit Party will be
used to purchase or carry any such Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any such margin stock or for any
purpose that violates, or is inconsistent with, the provisions of Regulation T,
U or X of the Board of Governors.


4.18                           Labor Matters.  Neither
the Borrower nor any of its Subsidiaries is engaged in any unfair labor
practice that could reasonably be expected to have a Material Adverse
Effect.  There is (a) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries, or
to the best knowledge of the Borrower, threatened against any of them before
the National Labor Relations Board and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement that is so pending
against the Borrower or any of its Subsidiaries or to the best knowledge of the
Borrower, threatened against any of them, (b) no strike or work stoppage in
existence or threatened involving the Borrower or any of its Subsidiaries that
could reasonably be expected to have a Material Adverse Effect, and (c) to the
best knowledge of the Borrower, no union representation question existing with
respect to the employees of the Borrower or any of its Subsidiaries and, to the
best knowledge of the Borrower, no union organization activity that is taking
place, except (with respect to any matter specified in clause (a), (b) or (c)
above, either individually or in the aggregate) such as is not reasonably
likely to have a Material Adverse Effect.


4.19                           ERISA Matters.  The
Borrower, each of its Subsidiaries and each of their respective ERISA
Affiliates are in compliance with all applicable provisions and requirements of
ERISA and the Internal Revenue Code and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have
performed all their obligations under each Employee Benefit Plan.  Each Employee Benefit Plan which is intended
to qualify under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the Internal Revenue Service indicating
that such Employee Benefit Plan is so qualified and nothing has occurred
subsequent to the issuance of such determination letter which would cause such
Employee Benefit Plan to lose its qualified status.  No liability to the PBGC (other than required
premium payments), the Internal Revenue Service, any Employee Benefit Plan or
any trust established under Title IV of ERISA has been or is expected to be
incurred by the Borrower, any of its Subsidiaries or any of their ERISA
Affiliates.  No ERISA Event has occurred
or is reasonably expected to occur. 
Except to the extent required under Section 4980B of the Internal
Revenue



 49
 









Code or similar state laws, no Employee Benefit Plan provides health or
welfare benefits (through the purchase of insurance or otherwise) for any
retired or former employee of the Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates.  The
present value of the aggregate benefit liabilities under each Pension Plan
sponsored, maintained or contributed to by the Borrower, any of its
Subsidiaries or any of their ERISA Affiliates (determined as of the end of the
most recent plan year on the basis of the actuarial assumptions specified for
funding purposes in the most recent actuarial valuation for such Pension Plan),
did not exceed the aggregate current value of the assets of such Pension
Plan.  As of the most recent valuation
date for each Multiemployer Plan for which the actuarial report is available,
the potential liability of the Borrower, its Subsidiaries and their respective
ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within
the meaning of Section 4203 of ERISA), when aggregated with such potential
liability for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA is zero.  The Borrower, each of its Subsidiaries and
each of their ERISA Affiliates have complied with the requirements of Section
515 of ERISA with respect to each Multiemployer Plan and are not in material “default”
(as defined in Section 4219(c)(5) of ERISA) with respect to payments to a
Multiemployer Plan.


4.20                           Solvency.  The Credit
Parties (on a consolidated basis) are and, upon the incurrence of any
Obligation by the Credit Parties on any date on which this representation and
warranty is made, will be Solvent.


4.21                           Intellectual Property. 
The Borrower and its Subsidiaries own or license or otherwise have the
right to use all licenses, permits, patents, patent applications, trademarks,
trademark applications, service marks, trade names, copyrights, copyright
applications, Internet domain names, franchises, authorizations and other
intellectual property rights (including all Intellectual Property) that are
used in the operations of their respective businesses, without infringement
upon or conflict with the rights of any other Person with respect thereto,
including all trade names associated with any private label brands of the
Borrower or its Subsidiaries except, in each case, as will not have a Material
Adverse Effect.  To the knowledge of the
Borrower, no license, permit, patent, patent application, trademark, trademark
application, service mark, trade name, copyright, copyright application,
Internet domain name, franchise, authorization, other intellectual property
right (including all Intellectual Property), slogan or other advertising
device, product, process, method, substance, part or component, or other
material now employed, or now contemplated to be employed, by the Borrower or
any of its Subsidiaries infringes upon or conflicts with any rights owned by
any other Person, no claim or litigation regarding any of the foregoing is pending
or threatened and, there is no infringement by third parties of any of the
foregoing except, in each case, as will not have a Material Adverse Effect.


4.22                           [Reserved].


4.23                           Disclosure.  All
information prepared or furnished by or on behalf of the Borrower in connection
with this Agreement or the consummation of the transactions contemplated hereunder
and thereunder taken as a whole, is complete and correct in all material
respects and does not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements contained
therein or herein not misleading in light of the circumstances in which the
same were made.  All financial projections,
if any, that have been be prepared in good faith based upon assumptions believed
to be reasonable at the time made and furnished to the Joint Lead Arrangers, it
being understood that actual results may vary materially from financial projections.


4.24                           Use of Proceeds.  The
proceeds of the Loans are being used by the Borrower (and, to the extent
distributed to them by any Borrower, each other Credit Party) solely to finance
the Transactions.


4.25                           [Reserved].



 50
 









4.26                           Purchase Documents; Representations and Warranties in Acquisition
Agreement.  The Lenders have
been furnished true and complete copies of the Acquisition Agreement and each
other document listed on Schedule 4.26. 
All representations and warranties of the Borrower and its Subsidiaries
set forth in the Acquisition Agreement were true and correct in all material
respects as of the time such representations and warranties were made and shall
be true and correct in all material respects as of the Closing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date.


4.27                           Anti-Terrorism Law


(a)                                  No Credit Party and,
to the knowledge of the Credit Parties, none of its Affiliates is in violation
of any requirement of law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive
Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56.


(b)                                 No
Credit Party and to the knowledge of the Credit Parties, no Affiliate or broker
or other agent of any Credit Party acting or benefiting in any capacity in
connection with the Loans is any of the following:


(i)                                     a
person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


(ii)                                  a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;


(iii)                               a
person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;


(iv)                              a
person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or


(v)                                 a
person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (“OFAC”) at
its official website or any replacement website or other replacement official
publication of such list.


(c)                                  No Credit Party and,
to the knowledge of the Credit Parties, no broker or other agent of any Credit
Party acting in any capacity in connection with the Loans (i) conducts any
business or engages in making or receiving any contribution of funds, goods or
services to or for the benefit of any person described in paragraph (b)
above, (ii) deals in, or otherwise engages in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order,
or (iii) engages in or conspires to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law.


SECTION 5.                                      AFFIRMATIVE
COVENANTS


Each Credit Party covenants and agrees that until
payment in full of all Obligations under the Credit Documents, each Credit
Party shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 5.



 51
 









5.1                                 Financial Statements and Other Reports.  The Borrower will deliver to the Administrative
Agent and the Lenders:


(a)                                  Quarterly
Financial Statements.  Within 45 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year
(or such earlier date on which the Borrower is required to file a Form 10-Q
under the Exchange Act), the consolidated balance sheets of the Borrower and
its Subsidiaries as at the end of such Fiscal Quarter and the related
consolidated statements of income, stockholders’ equity and cash flows of the
Borrower and its Subsidiaries for such Fiscal Quarter and for the period from
the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year, all in
reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto (it being understood that the information
required by clause (a) may be furnished in the form of a Form 10-Q);


(b)                                 Annual Financial
Statements.  Within 90 days after the
end of each Fiscal Year (or such earlier date on which the Borrower is required
to file a Form 10-K under the Exchange Act), (i) the consolidated balance
sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year
and the related consolidated statements of income, stockholders’ equity and
cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting
forth in each case in comparative form the corresponding figures for the
previous Fiscal Year, in reasonable detail, together with a Financial Officer
Certification and a Narrative Report with respect thereto; and (ii) with
respect to such consolidated financial statements a report thereon of the
Borrower’s Accountants and (which report shall be unqualified as to going
concern and scope of audit, and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial
position of the Borrower and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards) (it being
understood that the information required by clause (b) may be furnished in the
form of a Form 10-K);


(c)                                  [Reserved];


(d)                                 Statements of
Reconciliation After Change in Accounting Principles.  If, as a result of any change in accounting
principles and policies from those used in the preparation of the Historical
Financial Statements, the consolidated financial statements of the Borrower and
its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in
any material respect from the consolidated financial statements that would have
been delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then, together with the first delivery of
such financial statements after such change, one or more statements of
reconciliation for all such prior financial statements in form and substance
satisfactory to the Administrative Agent;


(e)                                  Notice of Default.  Promptly upon any Authorized Officer of the
Borrower obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to the Borrower
with respect thereto; (ii) that any Person has given any notice to the
Borrower or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, a certificate



 52
 









of its Authorized Officer specifying the
nature and period of existence of such Material Adverse Effect or Default or
Event of Default and what action the Borrower has taken, is taking and proposes
to take with respect thereto;


(f)                                    Notice of
Litigation.  Promptly upon any
Authorized Officer of the Borrower obtaining knowledge of (i) the institution
of, or non-frivolous threat of, any Adverse Proceeding not previously
disclosed in writing by the Borrower to Lenders, or (ii) any material
development in any Adverse Proceeding that, in the case of either clause (i) or
(ii), if adversely determined could be reasonably expected to have a Material
Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other
information as may be reasonably available to the Borrower to enable Lenders
and their counsel to evaluate such matters;


(g)                                 ERISA.  (i) Promptly upon becoming aware of the
occurrence of or forthcoming occurrence of any ERISA Event, a written notice
specifying the nature thereof, what action the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates has taken, is taking
or proposes to take with respect thereto and, when known, any action taken or
threatened by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto; and (ii) with reasonable promptness, copies of (1) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates with the Internal Revenue Service with respect to each Pension Plan;
(2) all notices received by the Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning
an ERISA Event; and (3) copies of such other documents or governmental reports
or filings relating to any Employee Benefit Plan as the Administrative Agent
shall reasonably request;


(h)                                 Financial Plan.  As soon as practicable and in any event no
later than sixty days after the end of each Fiscal Year, a consolidated plan
and financial forecast for such Fiscal Year as approved by the board of
directors of the Borrower (such approval to occur within thirty days after the
end of such Fiscal Year) and each Fiscal Year (or portion thereof) thereafter
through the Term Loan Maturity Date (a “Financial
Plan”), including (i) a forecasted consolidated balance sheet and
forecasted consolidated statements of income and cash flows of the Borrower and
its Subsidiaries for each such Fiscal Year, together with pro forma Compliance
Certificates for each such Fiscal Year and an explanation of the assumptions on
which such forecasts are based, (ii) forecasted consolidated statements of
income and cash flows of the Borrower and its Subsidiaries for each month of
each such Fiscal Year and (iii) forecasts demonstrating adequate liquidity
through the Term Loan Maturity Date without giving effect to any additional
debt or equity offerings not reflected in the Projections, together, in each
case, with an explanation of the assumptions on which such forecasts are based
all in form and substance reasonably satisfactory to the Administrative Agent;


(i)                                     Insurance
Report.  As soon as practicable and
in any event by the last day of each Fiscal Year, a report in form and
substance satisfactory to the Administrative Agent outlining all material
insurance coverage maintained as of the date of such report by the Borrower and
its Subsidiaries and all material insurance coverage planned to be maintained
by the Borrower and its Subsidiaries in the immediately succeeding Fiscal Year;


(j)                                     [Reserved];



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(k)                                  Notice
Regarding Yucaipa Management Agreement. 
Promptly, and in any event within ten Business Days, the Yucaipa
Management Agreement is terminated or amended in a manner that is materially
adverse to the Borrower or such Subsidiary, as the case may be;


(l)                                     Environmental
Reports and Audits.


(i)                                     As
soon as practicable following receipt thereof, copies of all environmental audits,
investigations, analyses and reports of any kind or character, whether prepared
by personnel of the Borrower or any of its Subsidiaries or by independent
consultants, Governmental Authorities or any other Persons, with respect to
significant environmental matters with respect to any material Environmental
Claims;


(ii)                                  Promptly
upon the occurrence thereof, written notice describing in reasonable detail (1)
any Release required to be reported to any federal, state or local governmental
or regulatory agency under any applicable Environmental Laws, (2) any remedial
action taken by the Borrower or any other Person in response to (A) any
Hazardous Materials Activities the existence of which has a reasonable
possibility of resulting in one or more Environmental Claims having, individually
or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims
that, individually or in the aggregate, have a reasonable possibility of
resulting in a Material Adverse Effect, and (3) any Credit Party’s discovery of
any occurrence or condition on any real property adjoining or in the vicinity
of any Facility that are reasonably likely to cause such Facility or any part
thereof to be subject to any material restrictions on the ownership, occupancy,
transferability or use thereof under any Environmental Laws;


(iii)                               As
soon as practicable following the sending or receipt thereof by the Borrower or
any of its Subsidiaries, a copy of any and all written communications with
respect to (1) any Environmental Claims that, individually or in the aggregate,
have a reasonable possibility of giving rise to a Material Adverse Effect, (2)
any Release required to be reported to any federal, state or local governmental
or regulatory agency, and (3) any request for information from any governmental
agency that suggests such agency is investigating whether the Borrower or any
of its Subsidiaries may be potentially responsible for any Hazardous Materials
Activity;


(iv)                              Prompt
written notice describing in reasonable detail (A) any proposed Acquisition of
stock, assets, or property by the Borrower or any of its Subsidiaries that
could reasonably be expected to (I) expose the Borrower or any of its
Subsidiaries to, or result in, Environmental Claims that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect
or (II) affect the ability of the Borrower or any of its Subsidiaries to
maintain in full force and effect all material Governmental Authorizations
required under any Environmental Laws for their respective operations and (B)
any proposed action to be taken by the Borrower or any of its Subsidiaries to
modify current operations in a manner that could reasonably be expected to
subject the Borrower or any of its Subsidiaries to any additional material
obligations or requirements under any Environmental Laws;


(v)                                 With
reasonable promptness, such other documents and information as from time to
time may be reasonably requested by the Administrative Agent in relation to any
matters disclosed pursuant to this Section 5.1(l);


(m)                               [Reserved];


(n)                                 [Reserved];



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(o)                                 [Reserved];


(p)                                 [Reserved];


(q)                                 Other Information.  (i) Promptly upon their becoming available,
copies of (A) all financial statements, reports, notices and proxy
statements sent or made available generally by the Borrower to its security
holders acting in such capacity or by any Subsidiary of the Borrower to its
security holders other than the Borrower or another Subsidiary of the Borrower,
(B) all regular and periodic reports and all registration statements and
prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority, (C) all press releases and other
statements made available generally by the Borrower or any of its Subsidiaries
to the public concerning material developments in the business of the Borrower
or any of its Subsidiaries, and (D) to the extent not otherwise delivered to
the Administrative Agent or the Lenders pursuant to this Agreement or the other
Credit Documents, copies of all financial statements, reports and notices
delivered to (1) the Revolving Credit Facility Administrative Agent, the Revolving
Credit Facility Collateral Agent or any other Revolving Credit Facility Secured
Party pursuant to the Revolving Credit Documents and (2) the Term Loan
Administrative Agent, the Term Loan Collateral Agent or any other Term Loan
Secured Party pursuant to the Term Loan Credit Documents and (ii) such other
information and data with respect to the Borrower or any of its Subsidiaries as
from time to time may be reasonably requested by the Administrative Agent or
any Lender; and


(r)                                    Certification of
Public Information.  For so long as
the Borrower or any of its Subsidiaries are subject to the reporting requirements
of the Securities Act or the Exchange Act, concurrently with the delivery of
any document or notice required to be delivered pursuant to this Section 5.1,
the Borrower shall indicate in writing whether such document or notice contains
Nonpublic Information.  For so long as
the Borrower or any of its Subsidiaries are subject to the reporting
requirements of the Securities Act or the Exchange Act, any document or notice
required to be delivered pursuant to this Section 5.1 shall be deemed to
contain Nonpublic Information unless the Borrower specifies otherwise.  The Borrower and each Lender acknowledge that
certain of the Lenders may be “public-side” Lenders (Lenders that do not wish
to receive material non-public information with respect to the Borrower, its
Subsidiaries or their securities) and, if documents or notices required to be
delivered pursuant to this Section 5.1 or otherwise are being distributed
through the Platform, any document or notice which contains Nonpublic
Information (or is deemed to contain Nonpublic Information) shall not be posted
on that portion of the Platform designated for such public side Lenders.


5.2                                 Existence. 
Except as otherwise permitted under Section 6.8, each Credit Party will,
and will cause each of its Subsidiaries to, at all times preserve and keep in
full force and effect its existence and all rights and franchises, licenses and
permits material to its business; provided, no Credit Party or any of
its Subsidiaries shall be required to preserve any such existence, right or
franchise, licenses and permits if such Person’s board of directors (or similar
governing body) shall determine that the preservation thereof is no longer
desirable in the conduct of the business of such Person, and that the loss
thereof is not disadvantageous in any material respect to such Person or to
Lenders.


5.3                                 Payment of Taxes and Claims.  Each Credit Party will, and will cause each
of its Subsidiaries to, pay all material Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or



 55
 









fine accrues thereon, and all claims (including claims for labor,
services, materials and supplies) for sums that have become due and payable and
that by law have or may become a Lien upon any of its properties or assets,
prior to the time when any penalty or fine shall be incurred with respect
thereto; provided, no such Tax or claim need be paid if it is being
contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, so long as (a) adequate reserve or other appropriate provision, as
shall be required in conformity with GAAP shall have been made therefor, and
(b) in the case of a Tax or claim which has or may become a Lien against any of
the Collateral, such contest proceedings conclusively operate to stay the sale
of any portion of the Collateral to satisfy such Tax or claim.  No Credit Party will, nor will it permit any
of its Subsidiaries to, file or consent to the filing of any consolidated
income tax return with any Person (other than the Borrower or any of its
Subsidiaries).


5.4                                 Maintenance of Properties.  Each Credit Party will, and will cause each
of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of the Borrower and its Subsidiaries
and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof.


5.5                                 Insurance.  The Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, such public
liability insurance, third party property damage insurance, business
interruption insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the
Borrower and its Subsidiaries as may customarily be carried or maintained under
similar circumstances by Persons of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance),
with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for such Persons.


5.6                                 Inspections.  Each Credit Party will, and will cause each
of its Subsidiaries to, permit any authorized representatives designated by any
Agent or any Lender, or any agents or representatives thereof, to visit and
inspect any of the properties of any Credit Party and any of its Subsidiaries,
to (a) inspect, copy and take extracts from its and their financial and
accounting records and (b) discuss its and their affairs, finances and accounts
with its and their respective officers and directors, all upon reasonable
notice (except that during the continuance of an Event of Default, no such
notice shall be required) and at such reasonable times during normal business
hours and as often as may reasonably be requested.  The Borrower shall authorize its certified
public accountants (including the Borrower’s Accountants), and shall cause the
certified public accountants of any other Subsidiary of the Borrower, if any,
to disclose to the Agents or any Lender any and all financial statements and
other information of any kind, as any such Agent or any Lender reasonably
requests and that such accountants may have with respect to the business,
financial condition, results of operations or other affairs of the Borrower or
any other Subsidiary of the Borrower.


5.7                                 Lenders’ Meetings.  The Borrower will, upon the request of the
Administrative Agent or the Requisite Lenders, participate in a meeting of the
Administrative Agent and the Lenders once during each Fiscal Year to be held at
the Borrower’s corporate offices (or at such other location as may be agreed to
by the Borrower and the Administrative Agent) at such time as may be agreed to
by the Borrower and the Administrative Agent.


5.8                                 Compliance with Laws


.  Each Credit
Party will comply, and shall cause each of its Subsidiaries to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority (including all Environmental Laws, ERISA and tax laws),
noncompliance with which could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.


5.9                                 [Reserved].



 56















5.10                           Environmental Matters; Hazardous Activities, etc.  Each Credit Party shall promptly take, and
shall cause each of its Subsidiaries promptly to take, any and all actions
necessary to (i) cure any material violation of applicable Environmental Laws
by such Credit Party or its Subsidiaries and (ii) make an appropriate response
to any material Environmental Claim against such Credit Party or any of its Subsidiaries
and discharge any obligations it may have to any Person thereunder.


5.11                           Subsidiaries.  In the event that any Person becomes a
Domestic Subsidiary of the Borrower, the Borrower shall (a) promptly (within 30
days or such later date as the Administrative Agent may agree in its sole
discretion), cause such Domestic Subsidiary (other than any Immaterial
Subsidiary) to become a Guarantor hereunder, and (b) take all such actions and
execute and deliver, or cause to be executed and delivered, Environmental
Reports and all such documents, instruments, agreements, and certificates as
are similar to those described in Section 3.1(b).  In the event that any Person becomes a
Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign
Subsidiary are owned by any Borrower or by any Guarantor, the Borrower shall,
or shall cause such Guarantor to, deliver, all such documents, instruments,
agreements, and certificates as are similar to those described in Section
3.1(b).  With respect to each such
Subsidiary, the Borrower shall promptly (within 30 days or such later date as
the Administrative Agent may agree in its sole discretion) send to the Administrative
Agent written notice setting forth with respect to such Person (i) the
date on which such Person became a Subsidiary of the Borrower, and
(ii) all of the data required to be set forth in Schedules 4.1 and 4.2
with respect to all Subsidiaries of the Borrower; provided, such written
notice shall be deemed to supplement Schedules 4.1 and 4.2
for all purposes hereof.


5.12                           [Reserved].


5.13                           Further Assurances.  At any time or from time to time upon the
request of the Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as the Administrative Agent may reasonably request in
order to effect fully the purposes of the Credit Documents.


5.14                           Books. 
Each Credit Party shall keep proper
Books in which full and correct entries shall be made in conformity with GAAP
of all financial transactions and the assets and business of the Borrower and each Subsidiary.


5.15                           Securities Demand; Cooperation in Financing.
The Borrower and each Credit Party agree that, upon notice by Citigroup (a “Proposal”), at any time and from time to
time following the date that is 180 days after the Closing Date the Borrower
will issue and sell in a Rule 144A offering with registration rights (or, if
agreed by the Borrower, a registered offering) such aggregate principal amount
of senior and/or senior subordinated debt securities (with senior and/or senior
subordinated guarantees from all subsidiaries that guarantee the Senior Credit
Facilities) (the “Take Out Securities”)
as will generate gross proceeds sufficient to replace (in whole or in part as
determined by CGMI in its sole discretion) the commitments in respect of, or
refinance (in whole or in part as determined by CGMI in its sole discretion),
any Loans under this Agreement, in each case upon such terms and conditions as
may be specified by CGMI in the Proposal; provided,
however, that (i) such Take Out Securities will not mature any
earlier than six months after the final maturity of the Senior Credit
Facilities and will contain such terms, including registration rights (in the
event of a private placement or Rule 144A offering), covenants, events of
default, subordination provisions, floating or fixed interest rate, yield and
redemption prices and dates and conditions as are customary for similar
financings as determined, in consultation with you, by CGMI in its sole
discretion; provided, however,
that, without Borrower’s consent, the weighted average yield per annum thereon shall not exceed the
interest rate set forth on Schedule 1.1(a) and (ii) all other arrangements
with respect to such Take Out Securities shall be satisfactory in all respects
to CGMI in light of



 57
 









then prevailing market conditions and the
financial condition and prospects of the Borrower and its subsidiaries at the
date of sale.


In addition, the Borrower covenants and agrees to use
its commercially reasonable efforts to refinance the Loans.


SECTION
6.                                      NEGATIVE
COVENANTS


Each Credit Party covenants and agrees that, until
payment in full of all Obligations, such Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.


6.1                                 Indebtedness.  No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume or
guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:


(a)                                  the
Obligations;


(b)                                 Indebtedness
of (i) any Credit Party to any other Credit Party, (ii) any non-Credit Party to
a Credit Party subject to Section 6.6(f)(iv) or (iii) any Credit Party to a
non-Credit Party; provided, in the case of (ii) all such
Indebtedness shall be unsecured and subordinated in right of payment to the
payment in full of the Obligations pursuant to the terms of any applicable
promissory notes or an intercompany subordination agreement that in any such
case, is reasonably satisfactory to the Administrative Agent;


(c)                                  Indebtedness
incurred by a Credit Party arising from agreements providing for
indemnification, adjustment of purchase price, earn-out obligations or similar
obligations, or from guaranties or letters of credit, surety bonds or
performance bonds securing the performance of the Borrower or any such
Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions
or permitted dispositions of any business, assets or Subsidiary of the Borrower
or any of its Subsidiaries;


(d)                                 Indebtedness
which may be deemed to exist pursuant to any guaranties (including in
connection with operating lease obligations), performance, surety, statutory,
appeal or similar obligations incurred in the ordinary course of business;


(e)                                  Indebtedness
in respect of netting services, overdraft protections and otherwise in connection
with deposit accounts;


(f)                                    guaranties
in the ordinary course of business of the obligations of suppliers, customers,
franchisees and licensees of the Borrower and its Subsidiaries;


(g)                                 guaranties
by (i) any Credit Party of Indebtedness of another Credit Party, (ii) any
non-Credit Party of Indebtedness of a Credit Party or (iii) a Credit Party
of Indebtedness of a non-Credit Party subject to Section 6.6(f)(iv), in each
case, with respect to Indebtedness otherwise permitted to be incurred pursuant
to this Section 6.1;


(h)                                 Indebtedness
existing on the Closing Date and described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness except any Permitted Refinancing
thereof;



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(i)                                     purchase
money Indebtedness and Indebtedness with respect to Capital Leases, in each
case, incurred by the Borrower or any Subsidiary to finance the acquisition of
fixed assets, in an aggregate amount not to exceed $40,000,000 at any time
outstanding; provided, that any such Indebtedness shall be secured only
by the assets acquired in connection with the incurrence of such Indebtedness;


(j)                                     Indebtedness
under (x) the Revolving Credit Agreement in an aggregate principal amount not
to exceed the sum of $300,000,000 plus any Protective Advances (as defined in
the Revolving Credit Agreement)) not to exceed 5% of the borrowing base in
effect from time to time and any Permitted Refinancings thereof and (y) (i) the
Term Loan Agreement in an aggregate principal amount not to exceed (x) prior to
the Initial Maturity Date, $880,000,000 at any one time outstanding and (y)
thereafter, the sum of (A) $880,000,000, less any prepayments of Term Loans
with the proceeds of Indebtedness permitted under Section 6.1(m) of the Term Loan
Agreement and (B) so long as the Senior Secured Leverage Ratio does not exceed
the New Term Loan Incurrence Level on a pro
forma basis after giving effect to the incurrence thereof, the aggregate
principal amount of any New Term Loans issued pursuant thereto in an amount not
to exceed $200,000,000 and any Permitted Refinancings;


(k)                                  Indebtedness
in respect of Swap Contracts permitted or required by this Agreement and not
entered into for speculative purposes;


(l)                                     Acquired
Indebtedness, in an aggregate principal amount not to exceed $30,000,000 at any
time outstanding, together with refinancings and extensions of any such Indebtedness
if the terms and conditions thereof are not materially less favorable  to the obligor thereon or to the Lenders than
the Indebtedness being refinanced or extended, and the average life to maturity
thereof is greater than or equal to that of the Indebtedness being refinanced
or extended; provided, such Indebtedness shall not (A) be secured by any
assets other than pursuant to Liens permitted by Section 6.2(o) or (B) be
incurred, created or assumed if any Default or Event of Default has occurred
and is continuing or would result therefrom;


(m)                               following
the Initial Maturity Date, any Credit Party may incur additional Indebtedness; provided that (A) immediately prior to and
after giving effect to such incurrence of Indebtedness no Default has occurred
and is continuing and (B) the Borrower shall be in compliance with the
Incurrence Test after giving effect to such incurrence of Indebtedness;


(n)                                 [Reserved]; and


(o)                                 other
Indebtedness of the Borrower and its Subsidiaries, in an aggregate principal
amount not to exceed at any time $25,000,000.


6.2                                 Liens


.  No Credit
Party shall, nor shall it permit any of its Subsidiaries directly or indirectly,
to create, incur, assume or permit to exist any Lien on or with respect to any
property or asset of any kind (including any document or instrument in respect
of goods or accounts receivable) of the Borrower or any of its Subsidiaries,
whether now owned or hereafter acquired, or any income or profits therefrom, or
file or permit the filing of, or permit to remain in effect, any financing
statement or other similar notice of any Lien with respect to any such
property, asset, income or profits under the UCC of any State or under any
similar recording or notice statute, except:


(a)                                  Liens
securing Senior Indebtedness (including, without limitation, the Senior Credit
Facilities);



 59
 









(b)                                 Liens
for Taxes if obligations with respect to such Taxes are not yet over due or are
being contested in good faith by appropriate actions for which reserves have
been established if required by GAAP, which proceedings (or orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to such Lien;


(c)                                  statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law
(other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of
the Internal Revenue Code or by ERISA), in each case incurred in the ordinary
course of business (i) for amounts not yet overdue or (ii) for amounts that are
overdue and that (in the case of any such amounts overdue for a period in
excess of ten (10) Business days) are not yet overdue or are being contested in
good faith by appropriate proceedings, so long as such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made for any such contested amounts, which proceedings (or orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to such Lien;


(d)                                 Liens
incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, trade contracts, performance and
return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money or other Indebtedness);


(e)                                  easements,
rights-of-way, restrictions (including, without limitation, zoning
or any other similar law or right) encroachments, and other minor defects or
irregularities in title, in each case which do not and will not (i) secured
Indebtedness, (ii) individually or in the aggregate interfere in any material
respect with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;


(f)                                    any
interest or title of a lessor or sublessor under any lease of real estate permitted
under the Credit Documents;


(g)                                 Liens
solely on any cash earnest money deposits made by the Borrower or any of its respective
Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;


(h)                                 purported
Liens evidenced by the filing of precautionary UCC financing statements
relating solely to operating leases of personal property entered into in the
ordinary course of business;


(i)                                     Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;


(j)                                     licenses
of patents, trademarks and other intellectual property rights granted by the
Borrower or any of its Subsidiaries in the ordinary course of business and not
interfering in any material respect with the ordinary conduct of the business
of the Borrower and its Subsidiaries;


(k)                                  Liens
described in Schedule 6.2 or permitted by Section 6.2(k) of the Term Loan
Agreement (whether or not such Term Loan Credit Agreement is in existence);



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(l)                                     Liens
securing Indebtedness permitted pursuant to Section 6.1(i); provided,
any such Lien shall encumber only the asset acquired with the proceeds of  such Indebtedness;


(m)                               Liens
securing Indebtedness in respect of Cash Management Obligations and Obligations
under Hedge Agreements permitted to be secured under and in accordance with the
Term Loan Credit Documents and the Revolving Credit Documents, as the case may
be;


(n)                                 Liens
securing Acquired Indebtedness permitted under Section 6.1(l); provided
that such Lien is as described in the proviso to the definition of “Acquired
Indebtedness”;


(o)                                 Liens
permitted by Section 6.2(o) of the Term Loan Agreement (whether or not such
Term Loan Credit Agreement is in existence); and


(p)                                 other
Liens on assets securing Indebtedness in an aggregate amount not to exceed
$15,000,000 at any time outstanding.


6.3                                 [Reserved].


6.4                                 Restricted Junior Payments.  No Credit Party shall, nor shall it permit
any of its Subsidiaries or Affiliates through any manner or means or through
any other Person to, directly or indirectly, declare, order, pay, make or set
apart, or agree to declare, order, pay, make or set apart, any sum for any
Restricted Junior Payment except that:


(a)                                  Restricted
Junior Payments by any Subsidiary of the Borrower to any Borrower, any
Guarantor or wholly owned subsidiary of the Borrower;


(b)                                 dividends
and distributions declared and paid on the common Capital Stock of the Borrower
and payable only in common Capital Stock of the Borrower;


(c)                                  so
long as no Default or Event of Default has occurred and is continuing, the
Borrower may purchase the Borrower’s Capital Stock from present or former
employees, directors, officers or members of management (or the estate, family
members, spouse or former spouse of any of the foregoing) upon the death,
disability or termination of employment of such Person; provided, that
the aggregate amount of Restricted Junior Payments permitted pursuant to this
clause (d) shall not exceed $5,000,000 in any Fiscal Year; and


(d)                                 Restricted
Junior Payments constituting (x) any payments made pursuant to the
exercise of the Automotive.com Put/Call Option or the closing of the share
purchase pursuant thereto or (y) the purchase of minority interests in
non-wholly owned Subsidiaries pursuant to customary put arrangements,
drag-along provisions or rights of first refusal contained in shareholder agreements;
provided that either (i) immediately following such purchase, such
Subsidiary becomes a Guarantor and the Borrower and such Subsidiary complies
with the requirements of Section 5.11 or (ii) the amount of such Restricted
Junior Payment under this clause (d) is permitted to be made as an Investment
pursuant to Section 6.6(f)(iv).


6.5                                 Restrictions on Subsidiary Distributions.  Except as provided herein, no Credit Party
shall, nor shall it permit any of its Subsidiaries to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary of the Borrower to (a)
pay dividends or make any other distributions on any of such Subsidiary’s
Capital Stock owned by the Borrower or any Subsidiary of the Borrower,
(b) repay or prepay any Indebtedness owed by such Subsidiary to the
Borrower or any Subsidiary of the Borrower, (c) make loans or advances to
the 



 61
 









Borrower or any Subsidiary of the Borrower,
or (d) transfer any of its property or assets to the Borrower or any other
Subsidiary of the Borrower other than restrictions (i) in agreements evidencing
Indebtedness permitted by Section 6.1(i) that impose restrictions on the
property so acquired, (ii) by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses, joint
venture agreements and similar agreements entered into in the ordinary course
of business, (iii) that are or were created by virtue of any transfer of,
agreement to transfer or option or right with respect to any property, assets
or Capital Stock not otherwise prohibited under this Agreement, (iv) of
Vendors in the ordinary course and (v) in the Revolving Credit Agreement
and the Term Loan Agreement, in each case as in effect on the date hereof and
any Permanent Financing.


6.6                                 Investments.  No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, make or own any Investment
in any Person, including without limitation any Joint Venture, except:


(a)                                  Investments
in Cash and Cash Equivalents;


(b)                                 equity
Investments owned as of the Closing Date in any Subsidiary and other Investments
outstanding on the Closing Date, in each case, as described in
Schedule 6.6;


(c)                                  Investments
(i) in any Securities received in satisfaction or partial satisfaction of the
obligations of financially troubled account debtors and (ii) deposits,
prepayments and other credits to suppliers made in the ordinary course of
business consistent with the past practices of the Borrower and its Subsidiaries;


(d)                                 intercompany
loans to the extent permitted under Section 6.1(b);


(e)                                  loans
and advances to employees of the Borrower and its Subsidiaries made in the ordinary
course of business as presently conducted (other than any loans or advances
that would be in violation of Section 402 of the Sarbanes-Oxley Act) in an
aggregate principal amount not to exceed $2,500,000 in the aggregate at any
time;


(f)                                    Investments
made after the Closing Date by (i) any Credit Party in another Credit Party;
(ii) any Credit Party in connection with Permitted Acquisitions permitted
pursuant to Section 6.8(e); (iii) any non-Credit Party in any Credit Party; or
(iv) any Credit Party in a non-Credit Party; provided, that the
aggregate outstanding amount of all Investments permitted pursuant to this
clause (iv) shall not exceed $10,000,000 at any time;


(g)                                 Investments
permitted pursuant to Section 6.1(f);


(h)                                 Permitted
Acquisitions permitted by Section 6.8(e);


(i)                                     Investments
in connection with Swap Contracts permitted under this Agreement;


(j)                                     other
Investments in an aggregate amount not to exceed at any time $20,000,000;


(k)                                  prepaid
royalties to content providers in the ordinary course of business, to the
extent such amounts may be characterized as Investments; and


(l)                                     payments
to Automotive.com pursuant to the Automotive.com Stock Purchase Agreement and
any Automotive.com Earn-Out Obligation, to the extent such payments may be
deemed Investments after giving effect to the Automotive.com Put/Call Option.



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6.7                                 [Reserved].


6.8                                 Fundamental Changes; Disposition of Assets;
Acquisitions.  No Credit Party
shall, nor shall it permit any of its Subsidiaries to, enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sublessor), exchange, transfer or otherwise
dispose of, in one transaction or a series of transactions, all or any part of
its business, assets or property of any kind whatsoever, whether real, personal
or mixed and whether tangible or intangible, whether now owned or hereafter
acquired, or acquire by purchase or otherwise (other than purchases or other
acquisitions of inventory, materials and equipment and Capital Expenditures in
the ordinary course of business) the business, property or fixed assets of, or
stock or other evidence of beneficial ownership of, any Person or any division
or line of business or other business unit of any Person, except:


(a)                                  any
Subsidiary (i) may be merged with or into any Borrower or any Guarantor or any
other wholly owned Subsidiary, (ii) may be liquidated, wound up or dissolved,
or all or any part of its business, property or assets may be conveyed, sold,
leased, transferred or otherwise disposed of, in one transaction or a series of
transactions, to any Borrower or any Guarantor, (iii) may be converted from one
form of business organization to another form of business organization or (iv)
that is a Foreign Subsidiary may engage with another Foreign Subsidiary  in any transaction described in clause (i) or
(ii) above; provided, in the case of such a merger (other than in the
case of a merger between Immaterial Subsidiaries and/or Foreign Subsidiaries),
the Borrower or such Guarantor, as applicable shall be the continuing or
surviving Person; provided  further, that in the case of any such
transaction pursuant to clause (iii) above where the surviving corporation is a
Credit Party organized in a state other than Delaware such surviving Person
shall deliver a certificate of an Authorized Officer and, if requested by the
Administrative Agent, a legal opinion affirming the validity of its Guarantee
supporting the Obligations;


(b)                                 sales
or other dispositions of assets that do not constitute Asset Sales;


(c)                                  Asset
Sales, the proceeds of which (valued at the principal amount thereof in the
case of non-Cash proceeds consisting of notes or other debt Securities
and valued at fair market value in the case of other non-Cash proceeds)
when aggregated with the proceeds of all other Asset Sales made within the same
Fiscal Year, are less than $20,000,000; provided (x) the consideration
received for such assets shall be in an amount at least equal to the fair
market value thereof (determined in good faith by the management of the
Borrower) and (y) no less than 75% thereof shall be paid in Cash;


(d)                                 disposals
of obsolete, worn out or surplus property, restrictive or custom items,
defective goods or goods returned or rejected by customers (except as may be
repackaged or otherwise prepared for sale), in each case, in the ordinary
course of business;


(e)                                  Permitted
Acquisitions, the Acquisition Consideration for which constitutes less than (x)
prior to the Initial Maturity Date, $50,000,000 in the aggregate and (y)
thereafter, $100,000,000 in the aggregate in any Fiscal Year;  provided (x) following the Initial
Maturity Date, not more than $25,000,000 of Acquisition Consideration in the
aggregate in any Fiscal Year shall be permitted to be used to acquire Persons
that, once acquired, would constitute non-Credit Parties and (y) the Credit
Parties shall have complied with the requirements of Section 5.11 within
30 days after the consummation of such Permitted Acquisition;


(f)                                    other
Investments made in accordance with Section 6.6; and



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(g)                                 Permitted
Asset Swaps.


6.9                                 Disposal of Subsidiary Interests.  Except for any sale of all of its interests
in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.8, no Credit Party shall, nor shall it permit any of
its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or
otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,
except to qualify directors if required by applicable law; or (b) permit any of
its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
another Credit Party (subject to the restrictions on such disposition otherwise
imposed hereunder), or to qualify directors if required by applicable law; in
each case, except for pledges of such Capital Stock as are contemplated by the
transactions relating to the Senior Credit Facilities.


6.10                           Sales and Lease-Backs.  No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, become liable as lessee or
as a guarantor or other surety with respect to any lease of any property
(whether real, personal or mixed), whether now owned or hereafter acquired,
which such Credit Party (a) has sold or transferred or is to sell or to transfer
to any other Person (other than the Borrower or any of its Subsidiaries), or
(b) intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by such Credit Party to
any Person (other than the Borrower or any of its Subsidiaries) in connection
with such lease (each such transaction a “Sale and Leaseback Transaction”), in
each case, unless such transaction or arrangement complies with Sections 6.1,
6.2 and 6.8.


6.11                           Transactions with Shareholders and Affiliates.  No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any shareholder owning more than
5% of the common stock of the Borrower, Affiliate of the Borrower or such
Subsidiaries on terms that are less favorable to the Borrower or that
Subsidiary, as the case may be, than those that might be obtained at the time
from a Person who is not such a shareholder or Affiliate; provided, that
the foregoing restriction shall not apply to (a) any transaction between
the Borrower and any Guarantor or between Guarantors; (b) any transaction
between Subsidiaries that are not Guarantors, (c) any transaction permitted by
Section 6.8(a), (d) reasonable or customary indemnification and compensation
arrangements for members of the board of directors (or similar governing body),
officers and other employees of the Borrower and its Subsidiaries, including,
without limitation, transaction-specific director fees and retirement, health,
stock option and other benefit plans and arrangements, provided that in
the case of the officers and directors, a majority of the disinterested directors
or a committee of the board of directors composed entirely of disinterested
directors shall approve such transaction; (e) management, consulting,
monitoring, transaction and advisory fees and related expenses payable to
Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not
in excess of the sum of (i) $1,000,000 in respect of annual management fees,
plus (ii) any deferred fees (to the extent such fees were within such amount in
clause (i) above originally), plus (iii) 1.0% of the value of transactions with
respect to which Yucaipa or its Affiliates provides any transaction, advisory
or other services, plus (iv) the amount of all reasonable out-of-pocket
expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions
in the ordinary course of business consistent with past practices with Automotive.com.


6.12                           Limitation on Layering.  The Borrower will not Incur any Indebtedness
that is expressly subordinated in right of payment to any Senior Indebtedness
of the Borrower, unless such Indebtedness so incurred ranks pari passu in right of payment with, or is
subordinated in right of payment to, the Borrower’s Indebtedness under the
Senior Credit Facilities.  The Borrower
will not permit any Subsidiary Guarantor to Incur any Indebtedness that is
expressly subordinated in right of payment to any Senior Indebtedness of such
Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right



 64
 









of payment with such Subsidiary Guarantor’s
Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary
Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not
deemed to be subordinate or junior to secured Indebtedness merely because it is
unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed
by a particular Person is not deemed to be subordinate or junior to
Indebtedness that is so guaranteed merely because it is not so guaranteed.


6.13                           Limitation on Issuance of Subsidiary Capital Stock.  With respect any Subsidiary, issue any
Capital Stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, any Capital Stock, except
(i) for stock splits, stock dividends and additional issuances of
Qualified Capital Stock which do not decrease the percentage ownership of such
Borrower or any Subsidiaries in any class of the Qualified Capital Stock of
such Subsidiary and (ii) Subsidiaries of the Borrower formed after the
Closing Date in accordance with Section 6.14 may issue Qualified Capital
Stock to the Borrower or Guarantor which is to own such Qualified Capital
Stock.


6.14                           Prepayments of Other Indebtedness; Modifications of
Organizational Documents and Other Documents, etc.  Directly or indirectly:


(a)                                  amend
or modify, or permit the amendment or modification of, any provision of any
Transaction Document or any document governing any Material Indebtedness (other
than any Senior Credit Facility or related documents, which may be amended or
modified from time to time) in any manner that is adverse in any material
respect to the interests of the Lenders; and


(b)                                 terminate,
amend or modify any of its Organizational Documents; provided that the
Borrower may issue such Capital Stock, so long as such issuance is not
prohibited by Section 6.13 or any other provision of this Agreement, and
may amend or modify its Organizational Documents to authorize any such Capital
Stock.


6.15                           Accounting Changes; Fiscal Year.  Except as disclosed to the Lenders and the
Administrative Agent or as otherwise approved by the Administrative Agent, no
Credit Party shall, nor shall it permit any of its Subsidiaries to change its
(a) accounting treatment and reporting practices or tax reporting treatment, except
as required by GAAP or any applicable requirements of law or (b) Fiscal
Year-end from January 31.


SECTION
7.                                      GUARANTY


7.1                                 Guaranty of the Obligations.  Subject to the provisions of Section 7.2 and
Section 12, to induce the Lenders to make the Loans, each Guarantor hereby
absolutely, irrevocably and unconditionally guarantees to the Administrative
Agent for the ratable benefit of the Lenders and each Agent, jointly with the
other Guarantors and severally, as primary obligor and not merely as surety,
the due and punctual payment in full when due of all Obligations, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)), whether or not from time to time reduced or extinguished or
hereafter increased or incurred, whether or not recovery may be or hereafter
may become barred by any statute of limitations, whether or not enforceable as
against the Borrower, whether now or hereafter existing, and whether due or to
become due, including principal, interest (including interest at the contract
rate applicable upon default accrued or accruing after the commencement of any
proceeding under the Bankruptcy Code, or any applicable provisions of
comparable state or foreign law, whether or not such interest is an allowed
claim in such proceeding), fees and costs of collection (collectively, the “Guaranteed Obligations”).  This Guaranty constitutes a guaranty of
payment and not of collection.



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7.2                                 Limitation of Guaranty.  Any term or provision of this Section 7,
Section 12 or any other Credit Document to the contrary notwithstanding,
the maximum aggregate amount of the Guaranteed Obligations for which any Guarantor
shall be liable shall not exceed the maximum amount for which such Guarantor
can be liable without rendering this Section 7, Section 12 or any other
Credit Document, as it relates to such Guarantor, subject to avoidance under
applicable law relating to fraudulent conveyance or fraudulent transfer (including
Section 548 of the Bankruptcy Code or any applicable provisions of
comparable state law) (collectively, the “Fraudulent
Transfer Laws”), in each case after giving effect (a) to all other
liabilities of such Guarantor, contingent or otherwise, that are relevant under
such Fraudulent Transfer Laws (specifically excluding, however, any liabilities
of such Guarantor in respect of intercompany Indebtedness to the Borrower to
the extent that such Indebtedness would be discharged in an amount equal to the
amount paid by such Guarantor hereunder) and (b) to the value as assets of such
Guarantor (as determined under the applicable provisions of such Fraudulent
Transfer Laws) of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights held by such Guarantor pursuant to
(i) applicable law, (ii) this Section 7.2(b),
(iii) Section 12 or (iv) any other Contractual Obligations providing
for an equitable allocation among such Guarantor and other Subsidiaries or
Affiliates of the Borrower of Obligations arising under this Section 7.2 or
Section 12 or other guaranties of the Obligations of the Borrower by such
parties.


7.3                                 Contribution.  To the extent that any Guarantor shall be
required hereunder to pay a portion of the Guaranteed Obligations exceeding the
greater of (a) the amount of the economic benefit actually received by
such Guarantor from the Loans and the other financial accommodations provided
to the Borrower under the Credit Documents and (b) the amount such
Guarantor would otherwise have paid if such Guarantor had paid the aggregate
amount of the Guaranteed Obligations (excluding the amount thereof repaid by
the Borrower) in the same proportion as such Guarantor’s net worth at the date
enforcement is sought hereunder bears to the aggregate net worth of all the
Guarantors at the date enforcement is sought hereunder, then such Guarantor
shall be reimbursed by such other Guarantors for the amount of such excess, pro
rata, based on the respective net worth of such other Guarantors at the date
enforcement hereunder is sought.


7.4                                 Liability of Guarantors Absolute.  Each Guarantor agrees that its obligations
hereunder are irrevocable, absolute, independent and unconditional and shall
not be affected by any circumstance which constitutes a legal or equitable discharge
of a guarantor or surety other than payment in full of the Guaranteed Obligations.  In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:


(a)                                  this
Guaranty is a guaranty of payment when due and not of collectability.  This Guaranty is a primary obligation of each
Guarantor and not merely a contract of surety;


(b)                                 the
Administrative Agent may enforce this Guaranty upon the occurrence of an Event
of Default notwithstanding the existence of any dispute between the Borrower
and any Lender or Agent, as the case may be, with respect to the existence of
such Event of Default;


(c)                                  the
obligations of each Guarantor hereunder are independent of the obligations of
the Borrower and the obligations of any other guarantor (including any other
Guarantor) of the obligations of the Borrower, and a separate action or actions
may be brought and prosecuted against such Guarantor whether or not any action
is brought against the Borrower or any of such other guarantors and whether or
not the Borrower is joined in any such action or actions;


(d)                                 payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall
in no way limit, affect, modify or abridge any Guarantor’s liability for any
portion of the Guaranteed Obligations which has not been paid and without
limiting the generality of the



 66
 









foregoing, if
any Lender or Agent, as the case may be, is awarded a judgment in any suit brought
to enforce any Guarantor’s covenant to pay a portion of the Guaranteed
Obligations, such judgment shall not be deemed to release such Guarantor from
its covenant to pay the portion of the Guaranteed Obligations that is not the
subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor, limit, affect, modify or abridge any other
Guarantor’s liability hereunder in respect of the Guaranteed Obligations;


(e)                                  any
Lender or Agent, as applicable, upon such terms as it deems appropriate, without
notice or demand and without affecting the validity or enforceability hereof or
giving rise to any reduction, limitation, impairment, discharge or termination
of any Guarantor’s liability hereunder, from time to time may (i) renew,
extend, accelerate, increase the rate of interest on, or otherwise change the
time, place, manner or terms of payment of the Guaranteed Obligations;
(ii) settle, compromise, release or discharge, or accept or refuse any
offer of performance with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations; (iii) request and accept
other guaranties of the Guaranteed Obligations and take and hold security for
the payment hereof or the Guaranteed Obligations; (iv) release, surrender,
exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or
modify, with or without consideration, any security for payment of the Guaranteed
Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation
of any Person (including any other Guarantor) with respect to the Guaranteed
Obligations; (v) enforce and apply any security now or hereafter held by
or for the benefit of such Lender or Agent, as the case may be, in respect
hereof or the Guaranteed Obligations and direct the order or manner of sale
thereof, or exercise any other right or remedy that such Lender or Agent, as
the case may be, may have against any such security, in each case as such
Lender or Agent, as the case may be, in its discretion may determine consistent
with the applicable Credit Document or the applicable Related Obligation
Document and any applicable security agreement, including foreclosure on any
such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and even though
such action operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Guarantor against the Borrower or
any security for the Guaranteed Obligations; and (vi) exercise any other
rights available to it under the Credit Documents or any Related Obligation
Documents; and


(f)                                    this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable
and shall not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than payment in full of the Guaranteed
Obligations), including the occurrence of any of the following, whether or not
any Guarantor shall have had notice or knowledge of any of them:  (i) any failure or omission to assert or
enforce or agreement or election not to assert or enforce, or the stay or
enjoining, by order of court, by operation of law or otherwise, of the exercise
or enforcement of, any claim or demand or any right, power or remedy (whether
arising under the Credit Documents or any Related Obligation Documents, at law,
in equity or otherwise) with respect to the Guaranteed Obligations or any
agreement relating thereto, or with respect to any other guaranty of or
security for the payment of the Guaranteed Obligations; (ii) any
rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to Events
of Default) hereof, any of the other Credit Documents, any of the Related
Obligation Documents or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit
Document, such Related Obligation Document or any agreement relating to such
other guaranty or security; (iii) the Guaranteed Obligations, or any
agreement relating thereto, at any time being found to be



 67
 









illegal,
invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received pursuant to the other
Credit Documents or any of the Related Obligation Documents or from the
proceeds of any security for the Guaranteed Obligations, except to the extent
such security also serves as collateral for Indebtedness other than the
Guaranteed Obligations) to the payment of Indebtedness other than the
Guaranteed Obligations, even though any Lender or Agent, as the case may be,
might have elected to apply such payment to any part or all of the Guaranteed
Obligations; (v) any Lender’s or Agent’s consent to the change,
reorganization or termination of the corporate structure or existence of the
Borrower or any of its Subsidiaries and to any corresponding restructuring of
the Guaranteed Obligations; (vi) any failure to perfect or continue
perfection of, or any failure of priority of, a security interest in any
collateral which secures any of the Guaranteed Obligations; (vii) any
defenses, set-offs or counterclaims which the Borrower may allege or
assert against any Lender or Agent, as the case may be, in respect of the
Guaranteed Obligations, including failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, accord and satisfaction and
usury; and (viii) any other act or thing or omission, or delay to do any
other act or thing, which may or might in any manner or to any extent vary the
risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.


7.5                                 Waivers by Guarantors.  Each Guarantor hereby waives to the fullest
extent permissible under applicable law, for the benefit of the Lenders and
each Agent:  (a) any right to require any
Lender or Agent, as the case may be, as a condition of payment or performance
by such Guarantor, to (i) proceed against the Borrower, any other
guarantor (including any other Guarantor) of the Guaranteed Obligations or any
other Person, (ii) proceed against or exhaust any security held from the
Borrower, any such other guarantor or any other Person, (iii) proceed against
or have resort to any balance of any Deposit Account or credit on the books of
any Lender or Agent, as the case may be, in favor of the Borrower or any other
Person, or (iv) pursue any other remedy in the power of any Lender or Agent, as
the case may be, whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of the
Borrower or any other Guarantor including any defense based on or arising out
of the lack of validity or the unenforceability of the Guaranteed Obligations
or any agreement or instrument relating thereto or by reason of the cessation
of the liability of the Borrower or any other Guarantor from any cause other
than payment in full of the Guaranteed Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of
the principal; (d) any defense based upon any Lender’s or Agent’s, as the case
may be, errors or omissions in the administration of the Guaranteed
Obligations, except behavior by such Lender or Agent, as the case may be, which
amounts to gross negligence or willful misconduct; (e) (i) any principles or
provisions of law, statutory or otherwise, which are or might be in conflict
with the terms hereof and any legal or equitable discharge of such Guarantor’s
obligations hereunder, (ii) the benefit of any statute of limitations affecting
such Guarantor’s liability hereunder or the enforcement hereof, (iii) any
rights to set-offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that any Lender or Agent,
as the case may be, protect, secure, perfect or insure any security interest or
lien or any property subject thereto; (f) notices, demands, presentments,
protests, notices of protest, notices of dishonor and notices of any action or
inaction, including acceptance hereof, notices of default hereunder, the other
Credit Documents, the Related Obligation Documents or any agreement or
instrument related thereto, notices of any renewal, extension or modification
of the Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to the Borrower and notices of any of the matters referred
to in Section 7.4 or Section 12 and any right to consent to any
thereof; and (g) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms hereof.



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7.6                                 Guarantors’ Rights of Subrogation, Contribution, etc.  Until the Guaranteed Obligations shall have
been paid in full, each Guarantor hereby waives any claim, right or remedy,
direct or indirect, that such Guarantor now has or may hereafter have against
the Borrower or any other Guarantor or any of its assets in connection with
this Guaranty or the performance by such Guarantor of its obligations
hereunder, in each case whether such claim, right or remedy arises in equity,
under contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against the Borrower with respect
to the Guaranteed Obligations, (b) any right to enforce, or to participate in,
any claim, right or remedy that any Lender or Agent, as the case may be, now
has or may hereafter have against the Borrower, and (c) any benefit of, and any
right to participate in, any collateral or security now or hereafter held by
any Lender or Agent, as the case may be. 
In addition, until the Guaranteed Obligations shall have been paid in
full, each Guarantor shall withhold exercise of any right of contribution such
Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations, including, without limitation, any such right of
contribution as contemplated by Section 7.3. 
Each Guarantor further agrees that, to the extent the waiver or
agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
the Borrower or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Lender or Agent, as the case may be, may have
against the Borrower, to all right, title and interest any Lender or Agent, as
the case may be, may have in any such collateral or security, and to any right
any Lender or Agent, as the case may be, may have against such other guarantor
(including any Guarantor).  If any amount
shall be paid to any Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed Obligations
shall not have been paid in full, such amount shall be held in trust for the
Administrative Agent on behalf of the Lenders and each Agent and shall
forthwith be paid over to the Administrative Agent for the benefit of the
Lenders and each Agent to be credited and applied against the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms hereof.


7.7                                 Subordination of Other Obligations.  Subject to Section 11 hereof, any
Indebtedness of any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated
in right of payment to the Guaranteed Obligations, and any such indebtedness
collected or received by the Obligee Guarantor after an Event of Default has
occurred and is continuing shall be held in trust for the Administrative Agent
on behalf of the Lenders and each Agent and shall forthwith be paid over to the
Administrative Agent for the benefit of the Lenders and each Agent to be
credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor
under any other provision hereof.


7.8                                 Continuing Guaranty.  To the fullest extent permitted under
applicable law, this Guaranty is a continuing guaranty and shall remain in
effect until all of the Guaranteed Obligations shall have been paid in
full.  To the fullest extent permitted
under applicable law, each Guarantor hereby irrevocably waives any right to
revoke this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.


7.9                                 Authority of Guarantors.  It is not necessary for any Lender or Agent,
as the case may be, to inquire into the capacity or powers of any Guarantor or
the officers, directors or any agents acting or purporting to act on behalf of
any of them.


7.10                           Financial Condition of the Borrower.  Any Credit Extension may be made to the
Borrower or continued from time to time, and any Related Obligation Documents
may be entered into from



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time to time, in each case without notice to
or authorization from any Guarantor regardless of the financial or other
condition of the Borrower at the time of any such grant or continuation or at
the time such Related Obligation Document is entered into, as the case may
be.  No Lender or Agent, as the case may
be, shall have any obligation to disclose or discuss with any Guarantor its
assessment, or any Guarantor’s assessment, of the financial condition of the Borrower.  Each Guarantor has adequate means to obtain
information from the Borrower on a continuing basis concerning the financial
condition of the Borrower and its ability to perform its obligations under the
Credit Documents and the Related Obligation Documents, and each Guarantor
assumes the responsibility for being and keeping informed of the financial
condition of the Borrower and of all circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations. 
Each Guarantor hereby waives and relinquishes any duty on the part of
any Lender or Agent, as the case may be, to disclose any matter, fact or thing
relating to the business, operations or conditions of the Borrower now known or
hereafter known by any Lender or Agent, as the case may be.  In the event any Lender or Agent, as the case
may be, in its sole discretion, undertakes at any time or from time to time to
provide any such information to any Guarantor, such Lender or Agent, as the
case may be, shall be under no obligation (a) to undertake any investigation
not a part of its regular business routine, (b) to disclose any information
that such Lender or Agent, as the case may be, pursuant to accepted or
reasonable commercial finance or banking practices, wishes to maintain
confidential or (c) to make any other or future disclosures of such information
or any other information to any Guarantor.


7.11                           Default, Remedies.  The Obligations of each Guarantor hereunder
are independent of and separate from Guaranteed Obligations.  If any Obligation of the Borrower is not paid
when due, or upon any Event of Default hereunder or upon any default by the
Borrower as provided in any other Credit Document or Related Obligation
Document, the Administrative Agent may, at its sole election, proceed directly
and at once, without notice, against any Guarantor to collect and recover the
full amount or any portion of the Obligations of the Borrower then due, without
first proceeding against the Borrower or any other guarantor (including the
Guarantors) of the Guaranteed Obligations or joining the Borrower or any other guarantor
(including the Guarantors) in any proceeding against any Guarantor.  At any time after maturity of the Guaranteed
Obligations, the Administrative Agent may (unless the Guaranteed Obligations
have been paid in full), without notice to any Guarantor, appropriate and apply
toward the payment of the Guaranteed Obligations (a) any indebtedness due or to
become due from any Lender or Agent, as the case may be, to such Guarantor and
(b) any moneys, credits or other property belonging to such Guarantor at any
time held by or coming into the possession of any Lender or Agent, as the case
may be, or any of its respective Affiliates.


7.12                           Bankruptcy, etc.


(a)                                  So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall,
without the prior written consent of the Administrative Agent acting pursuant
to the instructions of Requisite Lenders, commence or join with any other
Person in commencing any bankruptcy, reorganization or insolvency case or
proceeding of or against the Borrower or any other Guarantor.  The obligations of Guarantors hereunder shall
not be reduced, limited, impaired, discharged, deferred, suspended or
terminated by any case or proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of the Borrower or any other Guarantor or by any defense which the
Borrower or any other Guarantor may have by reason of the order, decree or
decision of any court or administrative body resulting from any such
proceeding.


(b)                                 Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed
Obligations which accrues after the commencement of any case or proceeding
referred to in clause (a) above (or, if interest on any portion of the
Guaranteed Obligations ceases to accrue by operation of law by reason of the
commencement of such case or proceeding, such interest as would have accrued



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on such portion of the Guaranteed Obligations
if such case or proceeding had not been commenced) shall be included in the
Guaranteed Obligations because it is the intention of Guarantors and the
Lenders and each Agent that the Guaranteed Obligations which are guaranteed by
Guarantors pursuant hereto should be determined without regard to any rule of
law or order which may relieve the Borrower of any portion of such Guaranteed
Obligations.  Guarantors will permit any
trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit
of creditors or similar Person to pay the Administrative Agent, or allow the
claim of the Administrative Agent in respect of, any such interest accruing
after the date on which such case or proceeding is commenced.


(c)                                  In
the event that all or any portion of the Guaranteed Obligations are paid by the
Borrower, the obligations of Guarantors hereunder shall continue and remain in
full force and effect or be reinstated, as the case may be, in the event that
all or any part of such payment or payments are rescinded or recovered directly
or indirectly from any Lender or Agent, as the case may be, as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guaranteed Obligations for all purposes
hereunder.


7.13                           Waiver of Judicial Bond.  To the fullest extent permitted by applicable
law, the Guarantor waives the requirement to post any bond that otherwise may
be required of any Lender or Agent, as the case may be, in connection with any
judicial proceeding to enforce such Lender’s or Agent’s, as the case may be,
rights to payment hereunder or in connection with any other legal or equitable
action or proceeding arising out of, in connection with, or related to this
Guaranty and the Credit Documents or Related Obligation Documents to which it
is a party.


7.14                           Discharge of Guaranty upon Sale of Guarantor.  If the Capital Stock of any Guarantor or any
of its successors in interest hereunder shall be sold or otherwise disposed of
(including by merger or consolidation) in accordance with the terms and conditions
hereof and such Guarantor shall no longer be a Subsidiary of the Borrower, the
Guaranty of such Guarantor or such successor in interest, as the case may be,
hereunder shall automatically be discharged and released without any further action
by any Lender or Agent, as the case may be, or any other Person effective as of
the time of such sale or other disposition.


SECTION
8.                                      EVENTS
OF DEFAULT


8.1                                 Events of Default.  If any one or more of the following
conditions or events shall occur:


(a)                                  Failure
to Make Payments When Due.  Failure
by the Borrower to pay (i) when due any installment of principal of any Loan,
whether at stated maturity, by acceleration, by notice of voluntary prepayment,
by mandatory prepayment or otherwise or (ii) any interest on any Loan or any
fee or any other amount due hereunder within five Business Days after the date
due (and in each case, whether or not prohibited by Section 11 or 12); or


(b)                                 Default
in Other Agreements.  (i) Failure of
the Borrower or any Subsidiary to pay when due (after any applicable grace periods)
any principal of or interest on or any other amount payable in respect of one
or more items of Indebtedness for borrowed money (other than Indebtedness
referred to in Section 8.1(a)) in an individual principal amount of $10,000,000
or more or with an aggregate principal amount of $20,000,000 or more, in each
case beyond the grace period, if any, provided therefor; (ii) breach or default
by the Borrower or any Subsidiary with respect to any other term of (A) one or
more items of Indebtedness for borrowed money in the individual or aggregate
principal amounts referred to in clause (i) above or (B) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness, in each case beyond the grace period, if any, provided therefor,
if the effect of such breach or default



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is to cause,
or to permit the holder or holders of that Indebtedness (or a trustee on behalf
of such holder or holders), to cause, that Indebtedness to become or be
declared due and payable (or redeemable) prior to its stated maturity or the
stated maturity of any underlying obligation, as the case may be; (iii) an “Event
of Default” as defined in the Revolving Credit Agreement shall occur;
(iv) an “Event of Default” as defined in the Term Loan Credit Agreement
shall occur; or (v) any event of default or termination event under any Swap
Contract to which the Borrower or any Subsidiary is a party which results in
the termination or unwinding of such Swap Contract and the Swap Termination
Value owed by such Person in respect of such Swap Contract exceeds $10,000,000
individually or $20,000,000 in the aggregate for all such Swap Contracts; or


(c)                                  Breach
of Certain Covenants.  Failure of any
to perform or comply with any term or condition contained in Section 2.5, Section
2.23, clauses (e) or (h) of Section 5.1, Section 5.2, Section 5.15, or Section
6; or


(d)                                 Breach
of Representations, etc.  Any
representation, warranty, certification or other statement made or deemed made
by any Credit Party in any Credit Document or certificate given by any Credit
Party in connection herewith or therewith shall be false in any material respect
as of the date made or deemed made; or


(e)                                  Other
Defaults Under Credit Documents.  Any
of the Borrower or the Subsidiaries shall default in the performance of or
compliance with any term contained herein or any of the other Credit Documents,
other than any such term referred to in any other Section of this Section 8.1,
and such default shall not have been remedied or waived within thirty (30) days
after the earlier of (i) an officer of the Borrower or the Subsidiaries
becoming aware of such default or (ii) receipt by the Borrower of notice from
any Facility Agent or any Lender of such default; or


(f)                                    Involuntary
Bankruptcy; Appointment of Receiver, etc. 
(i) A court of competent jurisdiction shall enter a decree or order for
relief in respect of the Borrower or any Subsidiaries in an involuntary case
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, which decree or order is not stayed;
or any other similar relief shall be granted under any applicable federal or
state law; or (ii) an involuntary case shall be commenced against the
Borrower or any of the Subsidiaries under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over the Borrower or Subsidiaries, or over
all or a substantial part of its property, shall have been entered; or there
shall have occurred the involuntary appointment of an interim receiver, trustee
or other custodian of the Borrower or any of the Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of the Borrower or any of the Subsidiaries, and any such event described
in this clause (ii) shall continue for sixty days without having been
dismissed, bonded or discharged; or


(g)                                 Voluntary
Bankruptcy; Appointment of Receiver, etc. 
(i) The Borrower or any of the Subsidiaries shall have an order for
relief entered with respect to it or shall commence a voluntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Borrower or any of its respective Subsidiaries
shall make any assignment for the benefit of creditors; or (ii) the
Borrower or any of the Subsidiaries shall be unable, or shall fail generally,
or shall admit in writing its inability, to pay its debts as such debts become
due; or the board of directors (or similar governing body) of the Borrower or
any of its respective Subsidiaries



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(or any
committee thereof) shall adopt any resolution or otherwise authorize any action
to approve any of the actions referred to herein or in Section 8.1(f); or


(h)                                 Judgments
and Attachments.  Any judgment, writ,
order or warrant of attachment or similar process (i) involving, in the case of
any monetary judgment, in any individual case an amount in excess of $10,000,000
or in the aggregate at any time an amount in excess of $20,000,000 or (ii)
that, in any other case, could reasonably be expected to have a Material Adverse
Effect, in each case, to the extent not adequately covered by insurance as to
which a solvent and unaffiliated insurance company has acknowledged coverage,
shall be entered or filed against the Borrower or any Subsidiaries or any of
their respective assets and shall remain undischarged, unvacated, unbonded or
unstayed for a period of sixty (60) days (or in any event later than five (5)
days prior to the date of any proposed sale thereunder); or


(i)                                     Employee
Benefit Plans.  (i) There shall occur
one or more ERISA Events which individually or in the aggregate results in or
might reasonably be expected to result in liability of the Borrower or any of
its respective Subsidiaries in excess of $10,000,000 during the term hereof; or
(ii) there exists any fact or circumstance that reasonably could be expected to
result in the imposition of a Lien or security interest on any assets of the
Borrower or its Subsidiaries.


(j)                                     Environmental
Matters.  One or more of the Borrower
and the Subsidiaries shall have entered into one or more consent or settlement
decrees or agreements or similar arrangements with a Governmental Authority or
one or more judgments, orders, decrees or similar actions shall have been
entered against one or more of the Borrower and the Subsidiaries based on or
arising from the violation of or pursuant to any Environmental Law, or the
generation, storage, transportation, treatment, disposal or Release of any
Hazardous Material and, in connection with all the foregoing, the Borrower or
any Subsidiary of the Borrower is likely to incur liabilities, costs and
expenses in excess of $10,000,000 individually and $15,000,000 in the
aggregate, that were not reflected in the Projections or the financial
statements or Projections delivered pursuant to Section 3.1(i) prior to the
date hereof; or


(k)                                  Guaranties
and Other Credit Documents.  At any
time after the execution and delivery thereof:


(i)                                     any
of the Guaranty of any Guarantor (other than any Guarantor that would
constitute an Immaterial Subsidiary) for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be
null and void or any such Guarantor shall repudiate its obligations thereunder;


(ii)                                  this
Agreement ceases to be in full force and effect (other than by reason of the
satisfaction in full of the Obligations in accordance with the terms hereof) or
shall be declared null and void, for any reason other than the failure of the
Lenders or any Agent to take any action within its control;


(iii)                               [Reserved];
or



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(iv)                              any
Credit Party shall contest the validity or enforceability of any Credit
Document in writing or deny in writing that it has any further liability,
including with respect to future advances by Lenders, under any Credit Document
to which it is a party;


(l)                                     [Reserved];


THEN, (1) upon the
occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with
respect to a Borrower, automatically, and (2) upon the occurrence of any other
Event of Default, at the election of the Administrative Agent or at the request
of (or with the consent of) Requisite Lenders, upon notice to the Borrower by
the Administrative Agent, each of the following shall immediately become due
and payable, in each case without presentment, demand, protest or other requirements
of any kind, all of which are hereby expressly waived by each Credit
Party:  (I) the unpaid principal amount
of and accrued interest on the Loans and (II) all other Obligations;


8.2                                 [Reserved].


8.3                                 Rescission. 
If at any time after the acceleration of the maturity of the Loans, the
Borrower shall pay all arrears of interest and all payments on account of
principal of the Loans that shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law,
on overdue interest, at the rates specified herein) and all Events of Default
and Defaults (other than non-payment of principal of and accrued interest on
the Loans due and payable solely by virtue of acceleration) shall be remedied
or waived pursuant to Section 10.5, then upon the written consent of the
Requisite Lenders and written notice to the Borrower, the acceleration and
their consequences may be rescinded and annulled; provided, however,
that such action shall not affect any subsequent Event of Default or Default or
impair any right or remedy consequent thereon. 
The provisions of the preceding sentence are intended merely to bind the
Lenders to a decision that may be made at the election of the Requisite
Lenders, and such provisions are not intended to benefit the Borrower and do
not give the Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.


SECTION
9.                                      AGENTS


9.1                                 Appointment of Agents; Authorization.


 (a)                               JPMCB
is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes
JPMCB to act as Syndication Agent in accordance with the terms hereof and the
other Credit Documents.  CNAI is hereby
appointed Administrative Agent hereunder and under the other Credit Documents
and each Lender hereby authorizes CNAI to act as the Administrative Agent in accordance
with the terms hereof and the other Credit Documents.  Each Facility Agent hereby agrees to act in
its respective capacity as such upon the express conditions contained herein
and the other Credit Documents, as applicable. 
The provisions of this Section 9 are solely for the benefit of the
Facility Agent, the Lenders and no Credit Party or any of their Subsidiaries or
Affiliates shall have any rights as a third party beneficiary of any of the
provisions thereof.  In performing its
functions and duties hereunder, each Facility Agent shall act solely as an
agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
the Borrower or any of its Subsidiaries or Affiliates.  None of the Joint Lead Arrangers shall have
any obligations or duties whatsoever under this Agreement or the other Credit
Documents and shall incur no liability hereunder or thereunder in such capacity.


(b)                                 [Reserved].



 74















9.2                                 Powers and Duties.  Each Lender irrevocably authorizes each Agent
to take such action on such Person’s behalf and to exercise such powers, rights
and remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Facility Agent by the terms hereof and thereof,
together with such powers, rights and remedies as are reasonably incidental
thereto.  Each Facility Agent shall have
only those duties and responsibilities that are expressly specified herein and
the other Credit Documents.  Each
Facility Agent may exercise such powers, rights and remedies and perform such
duties by or through its agents or employees. 
No Facility Agent shall have, by reason hereof or any of the other
Credit Documents, a fiduciary relationship in respect of any Lender; and
nothing herein or any of the other Credit Documents, expressed or implied, is
intended to or shall be so construed as to impose upon any Facility Agent any
obligations in respect hereof or any of the other Credit Documents except as expressly
set forth herein or therein.


9.3                                 General Immunity.


(a)                                  No Responsibility
for Certain Matters.  No Facility
Agent shall be responsible to any Lender for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statements or in any financial or other statements, instruments, reports or
certificates or any other documents furnished or made by any Facility Agent to
the Lenders or by or on behalf of any Credit Party, in connection with the
Credit Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Credit Party or any other Person liable
for the payment of any Obligations, nor shall any Facility Agent be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Credit
Documents or as to the use of the proceeds of the Loans or as to the financial
condition of any Credit Party or as to the existence or possible existence of
any Event of Default or Default or to make any disclosures with respect to the
foregoing.  Anything contained herein to
the contrary notwithstanding, the Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the
component amounts thereof.


(b)                                 Exculpatory
Provisions.  No Facility Agent nor
any of its officers, partners, directors, employees or agents shall be liable
to Lenders for any action taken or omitted by such Facility Agent under or in
connection with any of the Credit Documents except to the extent caused by such
Facility Agent’s gross negligence or willful misconduct.  As to any matters not expressly provided for
by this Agreement and the other Credit Documents (including enforcement or
collection), the Facility Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Requisite Lenders, and such instructions shall be
binding upon all Lenders; provided, however, that no Facility
Agent shall be required to take any action that (i) such Facility Agent in good
faith believes exposes it to personal liability unless such Facility Agent
receives an indemnification satisfactory to it from the Lenders with respect to
such action or (ii) is contrary to this Agreement or applicable law.  Each Facility Agent agrees to give to each
Lender prompt notice of each notice given to it by any Credit Party pursuant to
the terms of this Agreement or the other Credit Documents.  Without prejudice to the generality of the
foregoing, (i) each Facility Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by the
proper Person or Persons, including the Register, and shall be entitled to rely
and shall be protected in relying on opinions, judgments and advice (in good
faith) of attorneys (who may be attorneys for the Borrower and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; (ii) none of the Lenders shall have any right of action whatsoever
against any Facility Agent as a result of such Facility Agent acting or (where
so instructed) refraining from acting hereunder or any of the other Credit
Documents in accordance with the instructions of Requisite Lenders (or such
other Lenders as may be required to give such instructions under Section 10.5);
(iii) the Administrative 



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Agent may treat the payee of any Note as its holder until such Note has
been assigned in accordance with Section 10.6; and (iv) no Facility Agent makes
any warranty or representation to any Lender in connection with this Agreement
or any other Credit Documents.


(c)                                  Delegation of
Duties.  Each Facility Agent may
perform any and all of its duties and exercise its rights and powers under this
Agreement or under any other Credit Document by or through any one or more
sub-agents appointed by such Facility Agent. Each Facility Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Affiliates. The exculpatory,
indemnification and other provisions of this Section 9.3 and of Section 9.6
shall apply to any the Affiliates of the Facility Agent and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as the applicable Facility
Agent.  All of the rights, benefits, and
privileges (including the exculpatory and indemnification provisions) of this
Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates
of any such sub-agent, and shall apply to their respective activities as
sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the
contrary, with respect to each sub-agent appointed by a Facility Agent, (i)
such sub-agent shall be a third party beneficiary under this Agreement with
respect to all such rights, benefits and privileges (including exculpatory
rights and rights to indemnification) and shall have all of the rights and
benefits of a third party beneficiary, including an independent right of action
to enforce such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) directly, without the consent or joinder of any
other Person, against any or all of the Credit Parties, the Lenders, (ii) such
rights, benefits and privileges (including exculpatory rights and rights to
indemnification) shall not be modified or amended without the consent of such
sub-agent, and (iii) such sub-agent shall only have obligations to the applicable
Facility Agent and not to any Credit Party, Lender, other Facility Agent or any
other Person and no Credit Party, Lender , other Facility Agent or any other
Person shall have any rights, directly or indirectly, as a third party
beneficiary or otherwise, against such sub-agent.


9.4                                 Facility Agent Entitled to Act as Lenders.  The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Facility Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the
Loans, each Facility Agent shall have the same rights and powers hereunder as
any other Lender and may exercise the same as if it were not performing the
duties and functions delegated to it hereunder, and the term “Lenders,” “Requisite
Lenders” and similar terms shall, unless the context clearly otherwise
indicates, include each Facility Agent in its individual capacity as a Lender
or as one of the Requisite Lenders.  Any
Facility Agent and its Affiliates may accept deposits from, lend money to, own
securities of, and generally engage in any kind of banking, trust, financial
advisory or other business with any Credit Party as if it were not performing
the duties specified herein, and may accept fees and other consideration from
the Borrower or any Subsidiary for services in connection herewith and otherwise
without having to account for the same to Lenders, or the other Facility Agent.


9.5                                 Representations, Warranties and Acknowledgment by
Lenders.


(a)                                  Each Lender
represents and warrants that it has made its own independent investigation of
the financial condition and affairs of the Borrower and its Subsidiaries in
connection with Credit Extensions hereunder and that it has made and shall
continue to make its own independent appraisal, without reliance upon any
Facility Agent, any other Lender, of the creditworthiness of the Borrower and
its Subsidiaries.  No Facility Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of the
Lenders or to provide any Lender with any credit or other information with
respect thereto, whether coming into its possession before the 



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making of the Loans or at any time or times thereafter, and no Facility
Agent shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to the Lenders.


(b)                                 Each Lender, by
delivering its signature page to this Agreement or an Assignment and funding
its Loans on the Closing Date, shall be deemed to have acknowledged receipt of,
and consented to and approved, each Credit Document and each other document
required to be approved by any Facility Agent, the Requisite Lenders, the
Lenders, as applicable on the Closing Date.


9.6                                 Right to Indemnity.  Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Facility Agent and each of its
Affiliates (to the extent not reimbursed by the Borrower or any other Credit
Party and without limiting the obligation of the Borrower to do so), and each
of their respective directors, officers, employees, agents and advisors, to the
extent that such Agent shall not have been reimbursed by any Credit Party, for
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including fees and disbursements of
financial and legal advisors) or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against such Agent or any of
its Affiliates, directors, officers, employees, agents and advisors in exercising
its powers, rights and remedies or performing its duties hereunder or under the
other Credit Documents or otherwise in its capacity as such Facility Agent in
any way relating to or arising out of this Agreement or the other Credit
Documents; provided, no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Facility Agent’s
gross negligence or willful misconduct. 
If any indemnity furnished to any Facility Agent for any purpose shall,
in the opinion of such Facility Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; provided,
in no event shall this sentence require any Lender to indemnify any Facility
Agent against any liability, obligation, loss, damage, penalty, action,
judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro
Rata Share thereof; and provided  further, this sentence shall not
be deemed to require any Lender to indemnify any Facility Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement described in the proviso in the immediately preceding
sentence.  Without limiting the
foregoing, each Lender agrees to reimburse the Facility Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including fees,
expenses and disbursements of financial and legal advisors) incurred by the
Facility Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities
under, this Agreement or the other Credit Documents, to the extent that the
Facility Agent are not reimbursed for such expenses by the Borrower or another
Credit Party.


9.7                                 Successor Facility Agent.


(a)                                  The Administrative
Agent may resign at any time by giving 30 days’ prior written notice thereof to
other Facility Agent, the Lenders and the Borrower, and such Agent may be
removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Borrower and the Facility Agent and
signed by Requisite Lenders.


(i)                                     Upon
any such notice of resignation or any such removal, the Requisite Lenders shall
have the right, upon 5 Business Days’ notice to the Borrower, to appoint a
successor Administrative Agent.  If no
such successor Agent shall have been so appointed by the Requisite Lenders, and
shall have accepted such appointment, within 30 days after the retiring Agent’s
giving of notice of resignation, then the retiring Agent may, on behalf of the
Lenders, appoint an applicable successor Agent selected from among the Lenders.



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(ii)                                  Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Agent, that successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Agent and the retiring or removed Agent shall promptly (A) transfer to
such successor Administrative Agent all sums held by it under the Credit
Documents, together with all records and other documents necessary or appropriate
in connection with the performance of the duties of the successor Administrative
Agent under the Credit Documents and (B) take such other actions, as may be
necessary or appropriate in connection therewith, whereupon such retiring or
removed Administrative Agent shall be discharged from its duties and
obligations hereunder.


(iii)                               After
any retiring or removed Agent’s resignation or removal hereunder as such Agent,
the provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Agent hereunder.  Any resignation or removal of CNAI or its
successor as Administrative Agent pursuant to this Section shall also
constitute the resignation or removal of CNAI or its successor as
Administrative Agent and any successor Administrative Agent appointed pursuant
to this Section shall, upon its acceptance of such appointment, become the
successor Administrative Agent for all purposes hereunder.


(b)                                 The Syndication Agent
may resign as Syndication Agent upon 30 days’ notice to the other Facility
Agent and the Lenders; provided that upon the effectiveness of such
resignation, each reference in this Agreement to the Syndication Agent shall be
deemed to be a reference to the Administrative Agent.


9.8                                 Guaranty.


(a)                                  Agents Under
Guaranty.


(i)                                Each
Lender hereby further authorizes the Administrative Agent on behalf of and for
the benefit of the Lenders and each Agent, to be the agent for and
representative of Lenders with respect to the Guaranty.


(ii)                             Each
Lender agrees that any action taken by the Administrative Agent or the
Requisite Lenders (or, where required by the express terms of this Agreement, a
greater proportion of the Lenders) in accordance with the provisions of this
Agreement or of the other Credit Documents, and the exercise by the
Administrative Agent or the Requisite Lenders (or, where so required, such
greater proportion) of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders.  Without
limiting the generality of the foregoing, the Administrative Agent shall have
the sole and exclusive right and authority to act as the disbursing and
collecting agent for the Lenders with respect to all payments and collections
arising in connection with the Term Loan Facility.


(iii)                          [Reserved].


(b)                                 Certain Releases.  Each of the Lenders hereby directs, in
accordance with the terms hereof, the Administrative Agent, at its option and
in its discretion, to release any Guarantor from its obligations under the
Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


(c)                                  Right to Enforce
Guaranty.  Anything contained in any
of the Credit Documents to the contrary notwithstanding, the Borrower,
Administrative Agent and each Lender hereby agree that no Lender shall have any
right individually to enforce the Guaranty, it being understood and agreed that
all 



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powers, rights and remedies hereunder may be exercised solely by
Administrative Agent, on behalf of Lenders in accordance with the terms hereof.


(d)                                 [Reserved].


9.9                                 Approved Electronic Communications.


(a)                                  Each of the
Lenders,  the Borrower and each Guarantor
agrees that the Agents may, but shall not be obligated to, make the Approved
Electronic Communications available to the Lenders by posting such Approved
Electronic Communications on IntraLinksTM or a substantially similar electronic
platform chosen by the Facility Agent to be their electronic transmission
system (the “Platform”).


(b)                                 Although the Platform
and its primary web portal are secured with generally-applicable security
procedures and policies implemented or modified by the Facility Agent from time
to time (including, as of the Closing Date, a dual firewall and a User
ID/Password Authorization System) and the Platform is secured through a single-user-per-deal
authorization method whereby each user may access the Platform only on a
deal-by-deal basis, each of the Lenders, the Borrower and each Guarantor agrees
that the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such
distribution.  In consideration for the
convenience and other benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and sufficiency of which is
hereby acknowledged, Lenders, the Borrower and each Guarantor hereby approves
distribution of the Approved Electronic Communications through the Platform and
understands and assumes, and the Borrower shall cause each Guarantor to understand
and assume, the risks of such distribution.


(c)                                  THE PLATFORM AND THE
APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  NONE OF THE AGENTS OR ANY OF THEIR RESPECTIVE
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS OR REPRESENTATIVES (THE “AGENT
AFFILIATES”) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE
APPROVED ELECTRONIC COMMUNICATIONS OR THE PLATFORM AND EACH EXPRESSLY DISCLAIMS
LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE APPROVED ELECTRONIC
COMMUNICATIONS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
AGENT AFFILIATES IN CONNECTION WITH THE PLATFORM OR THE APPROVED ELECTRONIC
COMMUNICATIONS.


(d)                                 Each of the Lenders,
the Borrower and each Guarantor agrees that each Agent may, but (except as may
be required by applicable law) shall not be obligated to, store the Approved
Electronic Communications on the Platform in accordance with such Agent’s
generally-applicable document retention procedures and policies.


9.10                           [Reserved].


9.11                           Withholding Taxes.  To the extent required by any applicable law,
the Administrative Agent may withhold from any payment to any Lender an amount
equivalent to any applicable withholding tax and in no event shall such Agent
be required to be responsible for any additional amount with respect to such
withholding.  If the Internal Revenue
Service or any other authority of the United States or other jurisdiction
asserts a claim that the Administrative Agent did not properly withhold tax
from amounts paid to or for the account of any Lender for any reason
(including, without limitation, because 



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the appropriate form was not delivered or not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in
circumstances that rendered the exemption from, or reduction of, withholding
tax ineffective), such Lender shall indemnify and hold harmless the
Administrative Agent (to the extent that the Administrative Agent has not
already been reimbursed by the Borrower and without limiting the obligation of
any Borrower to do so) for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including any interest, additions to
tax or penalties applicable thereto, together with all expenses incurred,
including legal expenses and any other out-of-pocket
expenses.


SECTION 10.                               MISCELLANEOUS


10.1                           Notices.


(a)                                  Notices Generally.  Any notice or other communication herein
required or permitted to be given to a Credit Party, any Agent, or  any Lender, shall be sent to such Person’s
address as set forth on Appendix B or in the other relevant Credit Document,
and in the case of any Lender, as may be otherwise indicated to Administrative
Agent in writing.  Except as otherwise
set forth in paragraph (b) below, each notice hereunder shall be in writing and
may be personally served, telexed, sent by telefacsimile, United States mail or
courier service or electronic mail and shall be deemed to have been given when
delivered in person or by courier service and signed for against receipt
thereof, upon receipt of telefacsimile, telex or electronic mail, or three
Business Days after depositing it in the United States mail with postage
prepaid and properly addressed.


(b)                                 Electronic
Communications.  Notwithstanding
clause (a) above (unless the Administrative Agent requests that the provisions
of clause (a) above be followed) and any other provision in this Agreement or
any other Credit Document providing for the delivery of any Approved Electronic
Communication by any other means the Credit Parties shall deliver all Approved
Electronic Communications to the Administrative Agent or other applicable
Facility Agent by properly transmitting such Approved Electronic Communications
in an electronic/soft medium in a format acceptable to the Administrative Agent
to oploanswebadmin@citigroup.com or such other electronic mail address (or
similar means of electronic delivery) as the Administrative Agent may notify
the Borrower.  Nothing in this clause (b)
shall prejudice the right of any Facility Agent or any Lender to deliver any
Approved Electronic Communication to any Credit Party in any manner authorized
in this Agreement or to request that the Borrower effect delivery in such
manner.  Notices and other communications
delivered by posting to a Platform, an Internet website or a similar telecommunication
device requiring that a user have prior access to such Platform, website or
other device (to the extent permitted by Section 9.9 to be delivered
thereunder) shall be effective when such notice or other communication shall
have been made generally available on such Platform, Internet website or
similar device to the class of Person being notified (regardless of whether any
such Person must accomplish, and whether or not any such Person shall have
accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard
user agreement or undertaking a duty of confidentiality) and such Person has
been notified that such communication has been posted to the Platform.


10.2                           Expenses.


(a)                                  From and after the
Closing Date, the Borrower agrees upon demand to pay, or reimburse each
Facility Agent for, all of each Facility Agent’s reasonable out-of-pocket
audit, legal, appraisal, valuation, filing, document duplication and reproduction
and investigation expenses and for all other reasonable out-of-pocket costs and
expenses of every type and nature (including the reasonable fees, expenses and
disbursements of (x) one primary counsel to the Facility Agent and (y) not more
than one counsel to the Facility Agent in each appropriate jurisdiction or
specialty (as reasonably determined by 



 80
 









the Administrative Agent), internal per diem field examination costs,
the reasonable fees and expenses of appraisers, auditors, insurance advisors,
environmental advisors, accountants, and consultants advising the Facility
Agent, reasonable expenses incurred in connection with due diligence and
travel, courier, reproduction, printing and delivery expenses) incurred by any
Facility Agent in connection with any of the following:  (i) the Administrative Agent’s audit and
investigation of the Borrower and the Subsidiaries in connection with the
preparation, negotiation or execution of any Credit Document or the Administrative
Agent’s periodic audits of the Borrower or any of the Subsidiaries, as the case
may be, (ii) the preparation, negotiation, execution or interpretation of this
Agreement, any Credit Document, or the making of the Credit Extensions
hereunder, (iii) the ongoing administration of this Agreement and the
Credit Extensions, including consultation with attorneys in connection
therewith and with respect to the rights and responsibilities of the Facility
Agent hereunder and under the other Credit Documents, (iv) the protection,
collection or enforcement of any Obligation or the enforcement of any Credit
Document, (v) the commencement, defense or intervention in any court proceeding
relating in any way to the Obligations, any Credit Party, any of the
Subsidiaries, the Purchase, the Related Agreements, the Related Obligation
Documents, this Agreement or any other Credit Document, (vi) the response to,
and preparation for, any subpoena or request for document production with which
any Facility Agent is served or deposition or other proceeding in which any
Facility Agent is called to testify, in each case, relating in any way to the
Obligations, any Credit Party, any of the Subsidiaries, the Purchase, the
Related Agreements, the Related Obligation Documents, this Agreement or any
other Credit Document or (vii) any amendment, consent, waiver, assignment, restatement,
or supplement to any Credit Document or the preparation, negotiation and execution
of the same.


(b)                                 The Borrower further
agrees to pay or reimburse each Facility Agent and each of the Lenders upon
demand for all out-of-pocket costs and expenses, including reasonable attorneys’
fees (including costs of settlement) (which shall be limited to the reasonable
attorneys’ fees of (x) Cahill Gordon & Reindel LLP, counsel to the Facility Agent, (y) one primary counsel
to the Lenders, (z) special counsel to the Facility Agent, the Lenders in each
appropriate jurisdiction or specialty (as reasonably determined by the
Administrative Agent), the interests of any Lender, or any group of Lenders
(other than all the Lenders) are distinctly or disproportionately affected, one
additional counsel for each such Lender or group of Lenders), incurred by the
Facility Agent, such Lenders in connection with any of the following:  (i) in enforcing any Credit Document or Obligation
or exercising or enforcing any other right or remedy available by reason of an
Event of Default, (ii) in connection with any refinancing or restructuring of
the credit arrangements provided hereunder in the nature of a “work-out” or in
any insolvency or bankruptcy proceeding, (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer,
motion or other pleadings in any legal proceeding relating to the Obligations,
any Credit Party, any of the Subsidiaries and related to or arising out of the
transactions contemplated hereby or by any other Credit Document, any Related
Agreement or any Related Obligation Document or (iv) in taking any other action
in or with respect to any suit or proceeding (bankruptcy or otherwise)
described in clause (i), (ii) or (iii) above.


10.3                           Indemnity.


(a)                                  In addition to the
payment of expenses pursuant to Section 10.2, whether or not the transactions
contemplated hereby shall be consummated, each Credit Party agrees to defend (subject
to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each
Facility Agent, and each Lender and the officers, partners, directors, trustees,
employees, agents, sub-agents and Affiliates of each Facility Agent and each
Lender (each, an “Indemnitee”),
from and against any and all Indemnified Liabilities; provided, no
Credit Party shall have any obligation to any Indemnitee hereunder with respect
to any Indemnified Liabilities to the extent a court of competent jurisdiction
that such Indemnified Liabilities have been incurred by reason of the gross
negligence or willful misconduct by such Indemnitee, or a breach in 



 81
 









bad faith by such Indemnitee of its obligations under the Credit
Documents.  To the extent that the undertakings
to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may
be unenforceable in whole or in part because they are violative of any law or
public policy, the applicable Credit Party shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.


(b)                                 To the extent
permitted by applicable law, no Credit Party shall assert, and each Credit
Party hereby waives, any claim against each Lender and each Facility Agent, and
each of their respective Affiliates, directors, employees, attorneys, agents or
sub-agents, on any theory of liability, for special, indirect, consequential or
punitive damages (including, without limitation, any loss of profits, business
or anticipated savings) (as opposed to direct or actual damages) (whether or
not the claim therefor is based on contract, tort or duty imposed by any
applicable legal requirement) arising out of, in connection with, arising out
of, as a result of, or in any way related to, this Agreement or any Credit
Document or any agreement or instrument contemplated hereby or thereby or referred
to herein or therein, the transactions contemplated hereby or thereby, any Loan
or the use of the proceeds thereof or any act or omission or event occurring in
connection therewith, and the Borrower and each other Credit Party hereby
waives, releases and agrees not to sue upon any such claim or any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.


(c)                                  Each Credit Party
agrees that any indemnification or other protection provided to any Indemnitee
pursuant to this Agreement (including pursuant to this Section 10.3) or any
other Credit Document shall (i) survive payment in full of the Obligations and
(ii) inure to the benefit of any Person that was at any time an Indemnitee
under this Agreement or any other Credit Document.


(d)                                 IN NO EVENT SHALL ANY
AGENT AFFILIATE HAVE ANY LIABILITY TO ANY CREDIT PARTY, LENDER, OR ANY OTHER
PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR
CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY OR ANY AGENT AFFILIATE’S
TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY
USE OF THE PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE
IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.


10.4                           Set-Off.  In addition to
any rights now or hereafter granted under applicable law and not by way of limitation
of any such rights, upon the occurrence of any Event of Default each Lender,
and each Facility Agent is hereby authorized by each Credit Party at any time
or from time to time subject to the consent of Administrative Agent (such
consent not to be unreasonably withheld or delayed), without notice to any
Credit Party or to any other Person (other than Administrative Agent), any such
notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, including Indebtedness
evidenced by certificates of deposit, whether matured or unmatured, but not
including trust accounts) and any other Indebtedness at any time held or owing
by such Lender or Facility Agent to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Person hereunder, and participations therein and under the
other Credit Documents, including all claims of any nature or description
arising out of or connected hereto, and participations therein or with any
other Credit Document, irrespective of whether or not (a) such Person shall
have made any demand hereunder or (b) the principal of or the interest on the
Loans or any other amounts due hereunder shall have become due and payable
pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured.



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10.5                           Amendments and Waivers.


(a)                                  Requisite Lenders’
Consent.  Subject to Sections 10.5(b)
and 10.5(c), no amendment, modification, termination or waiver of any provision
of this Agreement or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders; provided, that the Administrative Agent may, with the consent
of the Borrower only, amend, modify or supplement this Agreement to cure any
ambiguity, omission, defect or inconsistency, so long as such amendment,
modification or supplement does not adversely affect the rights of any Lender.


(b)                                 Affected Lenders’
Consent.  Without the written consent
of each Lender that would be affected thereby, no amendment, modification,
termination, or consent shall be effective if the effect thereof would:


(i)                                     extend
the scheduled final maturity of any Loan or Note;


(ii)                                  waive,
reduce or postpone any scheduled repayment (but not prepayment);


(iii)                               [Reserved];


(iv)                              reduce
the rate of interest on any Loan (other than any waiver of any increase in the
interest rate applicable to any Loan pursuant to Section 2.8) or any fee or any
premium payable hereunder;


(v)                                 extend
the time for payment of any such interest or fees;


(vi)                              reduce
the principal amount of any Loan;


(vii)                           amend
Section 2.15;


(viii)                        amend the
definition of “Requisite Lenders,” or “Pro Rata Share”;


(ix)                                [Reserved];


(x)                                   consent
to the assignment or transfer by any Credit Party of any of its rights and obligations
under any Credit Document; or


(xi)                                alter
the order of priority of application of proceeds set forth in Section 2.15(i).


(c)                                  Other Consents.  No amendment, modification, termination or
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall amend, modify, terminate or waive any
provision of Section 9 as the same applies to any Facility Agent, or any other
provision hereof as the same applies to the rights or obligations of any Facility
Agent, in each case without the consent of such Facility Agent in addition to
the consent of Requisite Lenders and the Administrative Agent.


(d)                                 Execution of
Amendments, etc.  Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such  Lender. 
Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.  No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances. 
Any amendment, modification, termination, waiver or consent effected in
accordance with this Section 10.5 



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shall be binding upon each Lender at the time outstanding, each future
Lender and, if signed by a Credit Party, on such Credit Party.


10.6                           Successors and Assigns; Participations.


(a)                                  Generally.  This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders.  No Credit Party’s rights or obligations
hereunder nor any interest therein may be assigned or delegated by any Credit
Party without the prior written consent of all Lenders.  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 and, to the
extent expressly contemplated hereby, Affiliates of each of the Agents and
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


(b)                                 Register.  The Borrower, Administrative Agent and
Lenders shall deem and treat the Persons listed as Lenders in the Register as
the holders and owners of the corresponding Term Loan Commitments and Loans
listed therein for all purposes hereof, and no assignment or transfer of any
such Loan shall be effective, in each case, unless and until recorded in the
Register following receipt of an Assignment Agreement effecting the assignment
or transfer thereof as provided in Section 10.6(d), together with any Note (if
the assigning Lender’s Loans are evidenced by a Note) subject to such assignment.  Each assignment shall be recorded in the
Register on the Business Day the Assignment Agreement is received by the
Administrative Agent, if received by 12:00 noon New York City time, and on the
following Business Day if received after such time, prompt notice thereof shall
be provided to the Borrower and a copy of such Assignment Agreement shall be
maintained.  The date of such recordation
of a transfer shall be referred to herein as the “Assignment Effective Date.” 
Any request, authority or consent of any Person who, at the time of
making such request or giving such authority or consent, is listed in the
Register as a Lender shall be conclusive and binding on any subsequent holder,
assignee or transferee of the corresponding Loans.


(c)                                  Right to Assign.  Each Lender shall have the right at any time
to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation, all or a portion of its
Loans owing to it or other Obligations:


(i)                                     to
any Person meeting the criteria of clause (i) of the definition of the term of “Eligible
Assignee” upon the giving of notice to the Borrower and Administrative Agent;
and


(ii)                                  to
any Person meeting the criteria of clause (ii) of the definition of the term of
“Eligible Assignee” upon giving of notice to the Borrower and Administrative
Agent and (except in the case of assignments made by or to any Facility Agent
or their respective Affiliates), consented to by the Administrative Agent (such
consent not to be unreasonably withheld or delayed); provided that,
until the Initial Maturity Date, the consent of the Borrower (not to be
unreasonably withheld or delayed) shall be required with respect to any
assignment that would result in the Facility Agent collectively holding less
than 50.1% of the aggregate outstanding principal amount of the Loans; provided,
further, each such assignment pursuant to this Section 10.6(c)(ii) shall
be in an aggregate amount of not less than $5,000,000 or integral multiples of
$1,000,000 in excess thereof (or such lesser amount as may be agreed to by the
Borrower and Administrative Agent or as shall constitute the aggregate amount
of the Loans of the assigning Lender).


(d)                                 Mechanics.  Assignments and assumptions of Loans shall
only be effected by manual execution and delivery to the Administrative Agent
of an Assignment Agreement.  Assignments
made pursuant to the foregoing provision shall be effective as of the
Assignment Effective Date.  In connection




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with all assignments there shall be delivered to Administrative Agent
such forms, certificates or other evidence, if any, with respect to United
States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver pursuant to Section 2.19(c).  On and after the applicable Assignment
Effective Date, the applicable assignee shall be entitled to receive all
interest paid or payable with respect to the assigned Loan, whether such
interest accrued before or after the applicable Assignment Effective Date.


(e)                                  Representations
and Warranties of Assignee.  Each
Lender, upon execution and delivery hereof or upon succeeding to an interest in
the Loans represents and warrants as of the Closing Date or as of the
Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience
and expertise in the making of or investing in loans such as the applicable
Loans, as the case may be; and (iii) it will make or invest in its Term Loan
Commitments for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions of this Section 10.6, the disposition of such
Loans or any interests therein shall at all times remain within its exclusive
control).


(f)                                    Effect of
Assignment.  On and after the
applicable Assignment Effective Date, upon the recording of such Assignment
Agreement in the Register and the receipt by the Administrative Agent from the
assignee of an assignment fee in the amount of $3,500, (i) the assignee
thereunder shall become a party hereto and, to the extent that rights and
obligations under the Credit Documents have been assigned to such assignee
pursuant to such Assignment Agreement, have the rights and obligations of a
Lender (ii) the Notes (if any) corresponding to the Loans assigned thereby
shall be transferred to such assignee by notation in the Register and (iii) the
assignor thereunder shall, to the extent that rights and obligations under this
Agreement have been assigned by it pursuant to such Assignment and Assumption,
relinquish its rights (except for those surviving the payment in full of the
Obligations) and be released from its obligations under the Credit Documents,
other than those relating to events or circumstances occurring prior to such
assignment (and, in the case of an Assignment and Assumption covering all or
the remaining portion of an assigning Lender’s rights and obligations under the
Credit Documents, such Lender shall cease to be a party hereto) relinquish its
rights (except for those surviving the payment in full of the Obligations) and
be released from its obligations under the Credit Documents, other than those relating
to events or circumstances occurring prior to such assignment (and, in the case
of an Assignment and Assumption covering all or the remaining portion of an
assigning Lender’s rights and obligations under the Credit Documents, such
Lender shall cease to be a party hereto).


(g)                                 Participations.  Each Lender shall have the right at any time
to sell one or more participations to any Person (other than the Borrower, any
of its Subsidiaries or any of their Affiliates) in all or any part of its Loans
or in any other Obligation.  The holder
of any such participation, other than an Affiliate of the Lender granting such
participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except with respect to any amendment, modification or
waiver that would (i) extend the final scheduled maturity of any Loan or Note
in which such participant is participating, or reduce the rate or extend the
time of payment of interest or fees thereon (except in connection with a waiver
of applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant’s
participation over the amount thereof then in effect (it being understood that
a waiver of any Default or Event of Default shall not constitute a change in
the terms of such participation, and that an increase in any Loan shall be
permitted without the consent of any participant if the participant’s
participation is not increased as a result thereof) or (ii) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under this Agreement. Each
Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of Borrower, maintain a register on which it enters the name
and address of each participant
and the principal amounts of each 



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participant’s interest in the
Loans held by it (the “Participant Register”).  The entries in the Participant Register shall
be conclusive, absent manifest error, and such Lender shall treat each Person
whose name is recorded in the Participant Register as the owner of such Loan or
other obligation hereunder as the owner thereof for all purposes of this
Agreement notwithstanding any notice to the contrary.


(h)                                 Participant’s Right.   The
Borrower agrees that each participant shall be entitled to the benefits of
Sections 2.17, 2.18 and 2.19 (subject
to the requirements and limitations of those sections) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant
to clause (c) of this Section; provided, a participant shall not be
entitled to receive any greater payment under Section 2.18 or 2.19 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such participant except to the extent that the
entitlement to any greater payment results from any change in law
after the participant becomes a participant.


(i)                                     Certain Other
Assignments.  In addition to any
other assignment permitted pursuant to this Section 10.6, any Lender may assign
and/or pledge all or any portion of its Loans, the other Obligations owed by or
to such Lender, and its Notes, if any, to secure obligations of such Lender
including, without limitation, any Federal Reserve Bank as collateral security
pursuant to Regulation A of the Board of Governors of the Federal Reserve
System and any operating circular issued by such Federal Reserve Bank; provided,
no Lender, as between the Borrower and such Lender, shall be relieved of any of
its obligations hereunder as a result of any such assignment and pledge, and provided
further, in no event shall the applicable Federal Reserve Bank, pledgee
or trustee be considered to be a “Lender” or be entitled to require the
assigning Lender to take or omit to take any action hereunder.  To the extent permitted by law, each
participant also shall be entitled to the benefits of Section 10.4 as though it
were a Lender, provided such Participant agrees to be subject to Section
2.16 as though it were a Lender.


10.7                           Independence of Covenants. 
All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.


10.8                           Survival of Representations, Warranties and Agreements.  All representations, warranties and
agreements made herein shall survive the execution and delivery hereof and the
making of any Credit Extension. 
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.17, 2.18, 2.19, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.16,
9.3(b) and 9.6 shall survive the payment of the Loans and the termination
hereof.


10.9                           No Waiver; Remedies Cumulative.  No failure or delay on the part of any
Facility Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power,
right or privilege.  The rights, powers
and remedies given to each Facility Agent and each Lender hereby are cumulative
and shall be in addition to and independent of all rights, powers and remedies
existing by virtue of any statute or rule of law or in any of the other Credit
Documents or any of the Related Obligation Documents.  Any forbearance or failure to exercise, and
any delay in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.


10.10                     Marshalling;
Payments Set Aside.  Neither
any Facility Agent nor any Lender shall be under any obligation to marshal any
assets in favor of any Credit Party or any other Person or against or 



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in payment of any or all of the Obligations.  To the extent that any Credit Party makes a
payment or payments to any Facility Agent or any Lender (or to the
Administrative Agent, on behalf of any such Person), or any Facility Agent or
Lender exercises their rights of setoff, and such payment or payments or the proceeds
of such enforcement or setoff 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, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all rights and remedies therefor or related thereto, shall be
revived and continued in full force and effect as if such payment or payments
had not been made or such setoff had not occurred.


10.11                     Severability.  In case any provision in or obligation
hereunder or under any other Credit Document shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.


10.12                     Obligations
Several; Independent Nature of Lenders’ Rights.  The obligations of the Lenders hereunder are
several and no Lender shall be responsible for the obligations or Loans of any
other Lender hereunder.  Nothing
contained herein or in any other Credit Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.


10.13                     Headings.  Section headings herein are included
herein for convenience of reference only and shall not constitute a part hereof
for any other purpose or be given any substantive effect.


10.14                     GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


10.15                     Consent
to Jurisdiction; Service of Process. 
Any legal action or proceeding with respect to this Agreement or any
other Credit Document may be brought in the courts of the State of New York
located in the City of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Agreement,
the each Credit Party and each other party hereto hereby accepts for itself and
in respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts. 
The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens,
that any of them may now or hereafter have to the bringing of any such action
or proceeding in such respective jurisdictions. 
By executing and delivering this agreement, each Credit Party agrees
that (i) service of all process in any such proceeding in any such court may be
made by registered or certified mail, return receipt requested, to the
applicable Credit Party at its address provided in accordance with section
10.1, (ii) service as provided in accordance with the preceding clause (i) is
sufficient to confer personal jurisdiction over the applicable Credit Party in
any such proceeding in any such court, and otherwise constitutes effective and
binding service in every respect and (iii) the Facility Agent and the Lenders
retain the right to serve process in any other manner permitted by law or to
bring proceedings against any Credit Party in the courts of any other
jurisdiction.


10.16                     WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES
HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR 



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CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN
THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
DEALINGS.  EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


10.17                     Confidentiality.  Each Lender shall hold all non-public
information regarding the Borrower and its Subsidiaries and their businesses
identified as such by the Borrower and obtained by such Lender pursuant to the
requirements hereof  in accordance with
such Lender’s customary procedures for handling confidential information of
such nature, it being understood and agreed by each Credit Party that, in any
event, a Lender may make (i) disclosures of such information to Affiliates of
such Lender and to their agents and advisors (and to other persons authorized
by a Lender or Agent to organize, present or disseminate such information in
connection with disclosures otherwise made in accordance with this Section
10.17), (ii) disclosures of such information reasonably required by any bona
fide or potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation by such Lender of any Loans
or any participations therein or by any direct or indirect contractual
counterparties (or the professional advisors thereto) in Related Obligation
Documents (provided, such counterparties and advisors are advised of and
agree to be bound by the provisions of this Section 10.17), (iii) disclosure
to any rating agency when required by it, provided that, prior to any
disclosure, such rating agency shall undertake in writing to preserve the
confidentiality of any confidential information relating to the Credit Parties
received by it from any of the Facility Agent or any Lender, and (iv)
disclosures required or requested by any governmental agency or representative
thereof or by the NAIC or pursuant to legal or judicial process; provided,
unless specifically prohibited by applicable law or court order, each Lender
shall make reasonable efforts to notify the Borrower of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine
examination of such Lender by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such information.


10.18                     Entire
Agreement.  This Agreement,
together with all of the other Credit Documents and all certificates and documents
delivered hereunder or thereunder, embodies the entire agreement of the parties
and supersedes all prior agreements and understandings relating to the subject
matter hereof.  



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In the event of any conflict between the terms of this Agreement and
any other Credit Document, the terms of this Agreement shall govern.


10.19                     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.  Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document.  Delivery of an executed signature page of
this Agreement by facsimile transmission, electronic mail or by posting on the
Platform shall be as effective as delivery of a manually executed counterpart
hereof.  A set of the copies of this
Agreement signed by all parties shall be lodged with the Borrower and the
Administrative Agent.


10.20                     Effectiveness.  This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by the Borrower and Administrative Agent of written or telephonic notification
of such execution and authorization of delivery thereof.


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


10.22                     Electronic
Execution of Assignments.  The
words “execution,” “signed,” “signature,” and words of like import in any
Assignment Agreement 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.


10.23                     Reinstatement.  This Agreement shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent, Lender or any other Agent
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Subsidiary, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.


SECTION 11.                               SUBORDINATION


11.1                           Obligations Subordinated to Senior Indebtedness of the Borrower.  The Lenders covenant and agree
that payments of the Obligations by the Borrower shall be subordinated in accordance
with the provisions of this Section 11 to the prior payment in full, in cash or
Cash Equivalents, of all amounts payable in respect of Senior Indebtedness of
the Borrower, whether now outstanding or hereafter created (including any
interest accruing subsequent to an event specified in Section 8.1(f) or (g)
whether or not such interest is an allowed claim against the Borrower), that
the subordination is for the benefit of the holders of Senior Indebtedness of
the Borrower, and that each holder of Senior Indebtedness of the Borrower
whether now outstanding or hereafter created, incurred, assumed or guaranteed
shall be deemed to have acquired Senior Indebtedness of the Borrower in reliance
upon the covenants and provisions contained in this Agreement.



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11.2                           Priority and Payment Over of Proceeds in Certain Events.


(a)                                  Subordination on
Dissolution, Liquidation or Reorganization of the Borrower.  Upon any payment or distribution of assets or
securities of the Borrower of any kind or character, whether in cash, property
or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Borrower, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all Senior
Indebtedness of the Borrower (including any interest accruing subsequent to an
event specified in Section 8.1(f) or (g) whether or not such interest is an
allowed claim enforceable against the Borrower) shall first be paid in full in
cash or Cash Equivalents, before the Lenders shall be entitled to receive any
payment by the Borrower of any Obligations and upon any such dissolution or
winding up or liquidation or reorganization, any payment or distribution of
assets or securities of the Borrower of any kind or character, whether in cash,
property or securities, to which the Lenders would be entitled except for the
provisions of this Section 11 shall be made by the Borrower or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, directly to the holders of the Senior Indebtedness of
the Borrower or their representatives to the extent necessary to pay all of the
Senior Indebtedness of the Borrower to the holders of such Senior Indebtedness
of the Borrower.


(b)                                 Subordination on
Default on Designated Senior Indebtedness. 
Upon the maturity of any Designated Senior Indebtedness of the Borrower
becoming due and payable whether by maturity, lapse of time, acceleration or
otherwise, all Designated Senior Indebtedness of the Borrower then due and
payable shall first be paid in full in cash or Cash Equivalents, before any
payment is made by the Borrower or any Person acting on behalf of the Borrower
with respect to the Obligations.  No
direct or indirect payment by the Borrower or any Person acting on behalf of
the Borrower of any Obligations whether pursuant to the terms of the Loans or
upon maturity, acceleration or otherwise shall be made, if at the time of such
payment, there exists a default (as defined in the document governing any
Designated Senior Indebtedness of the Borrower) in the payment of all or any
portion of any Designated Senior Indebtedness of the Borrower and such default
shall not have been cured or waived or the benefits of this sentence waived by
or on behalf of the holders of such Designated Senior Indebtedness.  In addition, during the continuation of any
other event of default with respect to any Designated Senior Indebtedness of
the Borrower pursuant to which the maturity thereof may be accelerated, upon
the earlier of (i) the receipt by the Agent of written notice from the
agent or representative of the holders of such Designated Senior Indebtedness
or (ii)  the date of acceleration of the Loans, no payment may be made by
the Borrower upon or in respect of the Obligations, for a period (“Payment Blockage Period”) commencing on the
date of receipt of such notice or the date of such acceleration and ending on
the earlier to occur of 179 days after receipt of such notice (unless such
Payment Blockage Period shall be terminated by written notice to the Agent from
such agent) or the date of such acceleration. 
Notwithstanding anything herein to the contrary, (x) in no event
will a Payment Blockage Period or successive Payment Blockage Periods with
respect to the same payment on the Obligations extend beyond 179 days from the
date the payment on the Obligations was due and (y) there must be 180
consecutive days in any 365-day period during which no Payment Blockage Period
is in effect.  For all purposes of this
Section 11.2(b), no event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness of the Borrower initiating such Payment Blockage
Period shall be, or be made, the basis for the commencement of a second Payment
Blockage Period by the holders or by the agent or other representative of such
Designated Senior Indebtedness whether or not within a period of 365 consecutive
days, unless such event of default shall have been cured or waived for a period
of not less than 90 consecutive days.


(c)                                  Rights and
Obligations of the Lenders.  In the
event that, notwithstanding the foregoing provisions prohibiting such payment
or distribution, the Agent or any Lender shall have received any 



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payment or distribution on account of any Obligation at a time when
such payment is prohibited by this Section 11.2, then and in such event such
payment or distribution shall be received and held in trust for the holders of
the Senior Indebtedness of the Borrower and shall be paid over or delivered to
the holders of the Senior Indebtedness of the Borrower remaining unpaid to the
extent necessary to pay in full in cash or Cash Equivalents all Senior Indebtedness
of the Borrower in accordance with their terms after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness
of the Borrower.


If payment of the Obligations is accelerated because
of an Event of Default, the Borrower shall promptly notify the agent or other
representatives for Senior Indebtedness of the Borrower of the acceleration.


Upon any payment or distribution of cash, Cash
Equivalents, assets or securities referred to in this Section 11, the Lenders
(notwithstanding any other provision of this Agreement) shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending, and upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making any such payment or distribution,
delivered to the Lenders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness of the
Borrower, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section
11.


The Borrower shall give written notice to each of the
Lenders of any default or event of default under any Senior Indebtedness of the
Borrower or under any agreement pursuant to which Senior Indebtedness of the
Borrower may have been issued, and, in the event of any such event of default,
shall provide to the Agent the names and address of the trustees or other
representatives of holders of such Senior Indebtedness of the Borrower, other
than as specifically set forth in this Section 11.


With respect to the holders and owners of Senior
Indebtedness of the Borrower, each Lender undertakes to perform only such
obligations on the part of such Lender as are specifically set forth in this
Section 11, and no implied covenants or obligations with respect to the
holders or owners of Senior Indebtedness of the Borrower shall be read into
this Agreement against the Lenders.  The
Lenders shall not be deemed to owe any fiduciary duty to the holders or owners
of Senior Indebtedness of the Borrower or to the agent under the Senior Credit
Facilities or any other representative of the holders of the Senior Indebtedness
of the Borrower.


11.3                           Payments May Be Paid Prior to Dissolution.  Nothing contained in this
Section 11 or elsewhere in this Agreement shall prevent or delay
(i) the Borrower, except under the conditions described in
Section 11.2, from making payments at any time for the purpose of paying
Obligations, or from depositing with the Agent any moneys for such payments, or
(ii) subject to Section 11.2, the application by the Agent of any
moneys deposited with it for the purpose of paying Obligations.


11.4                           Rights of Holders of Senior Indebtedness of the Borrower Not To Be
Impaired.  No right of any
present or future holder of any Senior Indebtedness of the Borrower to enforce
subordination as provided in this Section 11 shall at any time in any way
be prejudiced or impaired by any act or failure to act by any such holder, or
by any noncompliance by the Borrower with the terms and provisions and
covenants herein, regardless of any knowledge thereof any such holder may have
or otherwise be  charged with.  Without in any way limiting the generality of
the foregoing Section, such holders of Senior Indebtedness of the Borrower may,
at any time and from time to time without impairing or releasing the
subordination provided in this Section 11 or the obligations of the
Lenders hereunder to the holders of Senior Indebtedness of the Borrower, do any
one or more of the following: 
(i) change the manner, place, terms or time of payment of, or renew
or alter, Senior Indebtedness of the Borrower or otherwise amend 



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or supplement in any manner Senior Indebtedness of the Borrower or any
instrument evidencing the same or any agreement under which any Senior
Indebtedness of the Borrower is outstanding; (ii) sell, exchange, release,
or otherwise deal with any property pledged, mortgaged, or otherwise securing
Senior Indebtedness of the Borrower or fail to perfect or delay in the
perfection of the security interest in such property; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness of the
Borrower; and (iv) exercise or refrain from exercising any rights against
the Borrower and any other Person.  Each
Lender by making a Loan hereunder and purchasing or accepting a Note waives any
and all notice of the creation, modification, renewal, extension or accrual of
any Senior Indebtedness of the Borrower and notice of or proof of reliance by
any holder or owner of Senior Indebtedness of the Borrower upon this
Section 11 and the Senior Indebtedness of the Borrower shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Section 11, and all dealings between the Borrower and the holders and
owners of the Senior Indebtedness of the Borrower shall be deemed to have been
consummated in reliance upon this Section 11.


The provisions of this Section 11 are intended to
be for the benefit of, and shall be enforceable directly by, the holders of the
Senior Indebtedness of the Borrower.


11.5                           Subrogation.  Upon the
payment in full in accordance with the terms of Section 11.2 of all
amounts payable under or in respect of the Senior Indebtedness of the Borrower,
the Lenders shall be subrogated to the rights of the holders of such Senior
Indebtedness of the Borrower to receive payments or distributions of assets of
Borrower made on such Senior Indebtedness of the Borrower until the Obligations
shall be paid in full in cash or Cash Equivalents; and for purposes of such
subrogation no payments or distributions to holders of such Senior Indebtedness
of the Borrower of any cash, property or securities to which the Lenders would
be entitled except for the provisions of this Section 11, and no payment
over pursuant to the provisions of this Section 11 to holders of such
Senior Indebtedness of the Borrower by the Lenders, shall, as between the
Borrower, its creditors other than holders of such Senior Indebtedness of the
Borrower and the Lenders, be deemed to be a payment by the Borrower to or on
account of such Senior Indebtedness of the Borrower, it being understood that
the provisions of this Section 11 are solely for the purpose of defining
the relative rights of the holders of such Senior Indebtedness of the Borrower,
on the one hand, and the Lenders, on the other hand.  A release of any claim by any holder of
Senior Indebtedness of the Borrower shall not limit the Lenders’ rights of
subrogation under this Section 11.5.


If any payment or distribution to which the Lenders
would otherwise have been entitled but for the provisions of this
Section 11 shall have been applied, pursuant to the provisions of this
Section 11, to the payment of all amounts payable under the Senior Indebtedness
of the Borrower, then and in such case, the Lenders shall be entitled to
receive from the holders of such Senior Indebtedness of the Borrower at the
time outstanding the full amount of any such payments or distributions received
by such holders of Senior Indebtedness of the Borrower in excess of the amount
sufficient to pay all Senior Indebtedness of the Borrower payable under or in
respect of the Senior Indebtedness of the Borrower in full in cash or Cash
Equivalents in accordance with the terms of 
Section 11.2.


11.6                           Obligations of the Borrower Unconditional.  Nothing contained in this Section 11 or
elsewhere in this Agreement is intended to or shall impair as between the Borrower
and the Lenders the obligations of the Borrower, which are absolute and
unconditional, to pay to the Lenders the Obligations as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Lenders and creditors of the Borrower
other than the holders of the Senior Indebtedness of the Borrower, nor shall
anything herein or therein prevent the Lenders from exercising all remedies
otherwise permitted by applicable law upon default under this Agreement,
subject to the rights, if any, under this Section 11 of the holders of
such Senior Indebtedness of the Borrower in respect of cash, property or
securities of the Borrower received upon the exercise of any such remedy.



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The failure to make a payment on account of
Obligations by reason of any provision of this Section 11 shall not
prevent the occurrence of an Event of Default under Section 8.


11.7                           Lenders Authorize Agent to Effectuate Subordination.  Each Lender hereby authorizes and expressly
directs the Agent on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Section 11 and appoints
the Agent its attorney in fact for such purpose, including, without limitation,
in the event of any dissolution, winding up, liquidation or reorganization of
the Borrower (whether in bankruptcy, insolvency, receivership, reorganization
or similar proceedings or upon an assignment for the benefit of creditors or
any other similar remedy or otherwise) tending towards liquidation of the
business and assets of the Borrower, the immediate filing of a claim for the
unpaid balance of the Obligations in the form required in said proceedings and
causing said claim to be approved.  If
the Agent does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such
claim or claims, then the holders of the Senior Indebtedness of the Borrower
are hereby authorized to have the right to file and are hereby authorized to
file an appropriate claim for and on behalf of the Lenders.  In the event of any such proceeding, until
the Senior Indebtedness of the Borrower is paid in full in cash or Cash
Equivalents, without the consent of the holders of a majority in principal
amount outstanding of Senior Indebtedness of the Borrower, no Lender shall
waive, settle or compromise any such claim or claims relating to the Obligations
that such Lender now or hereafter may have against the Borrower.


SECTION 12.                               SUBORDINATION
OF GUARANTEE OBLIGATIONS


12.1                           Guarantee Obligations Subordinated to Guarantee Senior Indebtedness.  The Lenders covenant and agree that payments
of the obligations by a Guarantor in respect of its Guarantee (collectively, as
to any Guarantor, its “Guarantee Obligations”)
shall be subordinated in accordance with the provisions of this Section 12 to
the prior payment in full, in cash or Cash Equivalents, of all amounts payable
in respect of Guarantor Senior Indebtedness of such Guarantor whether now
outstanding or hereafter created (including any interest accruing subsequent to
an event specified in Section 8.1(f) or (g) whether or not such interest is an
allowed claim against such Guarantor), that the subordination is for the benefit
of the holders of Guarantor Senior Indebtedness, and that each holder of Guarantor
Senior Indebtedness whether now outstanding or hereafter created, incurred,
assumed or guaranteed shall be deemed to have acquired Guarantor Senior
Indebtedness in reliance upon the covenants and provisions contained in this
Agreement.


12.2                           Priority and Payment Over of Proceeds in Certain Events.


(a)                                  Subordination of
Guarantee Obligations on Dissolution, Liquidation or Reorganization of Such
Guarantor.  Upon any payment or
distribution of assets or securities of any Guarantor of any kind or character,
whether in cash, property or securities, upon any dissolution or winding up or
total or partial liquidation or reorganization of such Guarantor, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings (other than a liquidation or dissolution of such Guarantor into the
Borrower or another Guarantor), all Guarantor Senior Indebtedness of such
Guarantor (including any interest accruing subsequent to an event specified in
Section 8.1(f) or (g) whether or not such interest is an allowed claim
enforceable against such Guarantor) shall first be paid in full in cash or Cash
Equivalents, before the Lenders shall be entitled to receive any payment with
respect to any Guarantee Obligations of such Guarantor and upon any such
dissolution or winding up or liquidation or reorganization, any payment or
distribution of assets or securities of such Guarantor of any kind or
character, whether  in cash, property or
securities, to which the Lenders would be entitled except for the provisions of
this Section 12 shall be made by such Guarantor or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, directly to the holders of the Guarantor Senior 



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Indebtedness of such Guarantor or their representatives to the extent
necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor to
the holders of such Guarantor Senior Indebtedness.


(b)                                 Subordination of
Guarantee Obligations on Default on Designated Senior Indebtedness.  Upon any Designated Senior Indebtedness of a
Guarantor becoming due and payable whether by maturity, lapse of time,
acceleration or otherwise, all Designated Senior Indebtedness of such Guarantor
then due and payable shall first be paid in full in cash or Cash Equivalents,
before any payment is made by such Guarantor or any Person acting on behalf of
such Guarantor with respect to the Guarantee Obligations of such Guarantor.  No direct or indirect payment by any
Guarantor or any Person acting on behalf of such Guarantor of any Guarantee
Obligations of such Guarantor whether pursuant to the terms of the Loans or
upon maturity, acceleration or otherwise shall be made, if at the time of such
payment, there exists a default (as defined in the document governing any
Designated Senior Indebtedness of such Guarantor) in the payment of all or any
portion of any Designated Senior Indebtedness of such Guarantor and such default
shall not have been cured or waived or the benefits of this sentence waived by
or on behalf of the holders of such Designated Senior Indebtedness.  In addition, during the continuation of any
other event of default with respect to any Designated Senior Indebtedness of
such Guarantor pursuant to which the maturity thereof may be accelerated, upon
the earlier of (i) receipt by the Agent of written notice from the agent
or representative of the holders of such Designated Senior Indebtedness or
(ii)  the date of acceleration of the Loans, no such payment may be made
by such Guarantor under its Guarantee for a period (“Guarantor Payment Blockage Period”) commencing on the date of
receipt of such notice or the date of the acceleration referred to in clause
(ii) above, as the case may be, and ending on the earlier to occur of 179 days
after receipt of such written notice by the Agent (unless such Guarantor
Payment Blockage Period shall be terminated by written notice to the Agent from
such agent) or the date of the acceleration of the Loans, as the case may be
(provided such Guarantor Senior Indebtedness shall theretofore not have been
accelerated).  Notwithstanding anything
herein to the contrary, (x) in no event will a Guarantor Payment Blockage
Period or successive Guarantor Payment Blockage Periods with respect to the
same payment on such Guarantee extend beyond 179 days from the date the payment
on such Guarantee was due and (y) there must be 180 consecutive days in
any 365-day period during which no Guarantor Payment Blockage Period is in
effect.  For all purposes of this Section
12.2(b), no event of default which existed or was continuing on the date of the
commencement of any Guarantor Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Guarantor Payment Blockage
Period shall be, or be made, the basis for the commencement of a second
Guarantor Payment Blockage Period by the holders or by the agent or other
representative of such Designated Senior Indebtedness whether or not within a
period of 365 consecutive days, unless such event of default shall have been
cured or waived for a period of not less than 90 consecutive days.


(c)                                  Rights and
Obligations of the Lenders.  In the
event that, notwithstanding the foregoing provisions prohibiting such payment
or distribution, the Agent or any Lender shall have received any payment or
distribution on account of any Guarantee Obligation with respect to the Loans
at a time when such payment is prohibited by this Section 12.2, then and in
such event such payment or distribution shall be received and held in trust for
the holders of the Guarantor Senior Indebtedness and shall be paid over or
delivered to the holders of the Guarantor Senior Indebtedness remaining unpaid
to the extent necessary to pay in full in cash or Cash Equivalents all
Guarantor Senior Indebtedness in accordance with their terms after giving
effect to any concurrent payment or distribution to the holders of such
Guarantor Senior Indebtedness.


Nothing contained in this Section 12 will limit the
right of the Lenders to take any action to accelerate the maturity of the Loans
pursuant to Section 8 or to pursue any rights or remedies hereunder or
otherwise.



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Upon any payment or distribution of cash, Cash
Equivalents, assets or securities referred to in this Section 12, the Lenders
(notwithstanding any other provision of this Agreement) shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending, and upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making any such payment or
distribution, delivered to the Lender for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Guarantor
Senior Indebtedness, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Section 12.


The Guarantors shall give written notice to each of
the Lenders of any default or event of default under any Guarantor Senior
Indebtedness or under any agreement pursuant to which Guarantor Senior Indebtedness
may have been issued, and, in the event of any such event of default, shall
provide to the Agent the names and address of the trustees or other
representatives of holders of such Guarantor Senior Indebtedness.


With respect to the holders and owners of Guarantor
Senior Indebtedness, each Lender undertakes to perform only such obligations on
the part of such Lender as are specifically set forth in this Section 12,
and no implied covenants or obligations with respect to the holders or owners
of Guarantor Senior Indebtedness shall be read into this Agreement against the
Lenders.  The Lenders shall not be deemed
to owe any fiduciary duty to the holders or owners of Guarantor Senior
Indebtedness or to the agent under the Senior Credit Facilities or any other
representative of the holders of the Guarantor Senior Indebtedness, other than
those specifically set forth in this Section 12.


12.3                           Payments May Be Paid Prior to Dissolution.  Nothing contained in this Section 12 or
elsewhere in this Agreement shall prevent or delay (i) Guarantors, except
under the conditions described in Section 12.2, from making payments at
any time for the purpose of paying Guarantee Obligations, or from depositing
with the Agent any moneys for such payments, or (ii) subject to
Section 12.2, the application by the Agent of any moneys deposited with it
for the purpose of paying Guarantee Obligations.


12.4                           Rights of Holders of Guarantor Senior Indebtedness Not To Be Impaired.  No
right of any present or future holder of any Guarantor Senior Indebtedness to
enforce subordination as provided in this Section 12 shall at any time in
any way be prejudiced or impaired by any act or failure to act by any such
holder, or by any noncompliance by the Guarantors with the terms and provisions
and covenants herein, regardless of any knowledge thereof any such holder may
have or otherwise be charged with. 
Without in any way limiting the generality of the foregoing Section,
such holders of Guarantor Senior Indebtedness may, at any time and from time to
time without impairing or releasing the subordination provided in this Section 12
or the obligations of the Lenders hereunder to the holders of Guarantor Senior
Indebtedness, do any one or more of the following:  (i) change the manner, place, terms or
time of payment of, or renew or alter, Guarantor Senior Indebtedness or
otherwise amend or supplement in any manner Guarantor Senior Indebtedness or
any instrument evidencing the same or any agreement under which any Guarantor
Senior Indebtedness is outstanding; (ii) sell, exchange, release, or otherwise
deal with any property pledged, mortgaged, or otherwise securing Guarantor
Senior Indebtedness or fail to perfect or delay in the perfection of the
security interest in such property; (iii) release any Person liable in any
manner for the collection of Guarantor Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Guarantors
and any other Person.  Each Lender by
making a Loan and purchasing or accepting a Note waives any and all notice of
the creation, modification, renewal, extension or accrual of any Guarantor
Senior Indebtedness and notice of or proof of reliance by any holder or owner
of Guarantor Senior Indebtedness upon this Section 12 and the Guarantor
Senior Indebtedness shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this Section 12, and all dealings 



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between the Guarantors and the holders and owners of the Guarantor
Senior Indebtedness shall be deemed to have been consummated in reliance upon
this Section 12.


The provisions of this Section 12 are intended to
be for the benefit of, and shall be enforceable directly by, the holders of the
Guarantor Senior Indebtedness.


12.5                           Subrogation.  Upon the payment in full in
accordance with the terms of Section 12.2 of all amounts payable under or
in respect of the Guarantor Senior Indebtedness, the Lenders shall be subrogated
to the rights of the holders of such Guarantor Senior Indebtedness to receive
payments or distributions of assets of the Guarantors made on such Guarantor
Senior Indebtedness until the Guarantee Obligations shall be paid in full in
cash or Cash Equivalents in a manner satisfactory to the holders of such
Guarantor Senior Indebtedness in accordance with the terms of
Section 12.2; and for purposes of such subrogation no payments or distributions
to holders of such Guarantor Senior Indebtedness of any cash, property or
securities to which the Lenders would be entitled except for the provisions of
this Section 12, and no payment over pursuant to the provisions of this
Section 12 to holders of such Guarantor Senior Indebtedness by the
Lenders, shall, as between such Guarantor, its creditors other than holders of
such Guarantor Senior Indebtedness and the Lenders, be deemed to be a payment
by such Guarantor to or on account of such Guarantor Senior Indebtedness, it
being understood that the provisions of this Section 12 are solely for the
purpose of defining the relative rights of the holders of such Guarantor Senior
Indebtedness, on the one hand, and the Lenders, on the other hand.  A release of any claim by any holder of
Guarantor Senior Indebtedness shall not limit the Lenders’ rights of
subrogation under this Section 12.5.


If any payment or distribution to which the Lenders
would otherwise have been entitled but for the provisions of this
Section 12 shall have been applied, pursuant to the provisions of this
Section 12, to the payment of all amounts payable under the Guarantor
Senior Indebtedness, then and in such case, the Lenders shall be entitled to
receive from the holders of such Guarantor Senior Indebtedness at the time
outstanding the full amount of any payments or distributions received by such
holders of Guarantor Senior Indebtedness in excess of the amount sufficient to
pay all Guarantor Senior Indebtedness payable under or in respect of the Guarantor
Senior Indebtedness in full in cash or Cash Equivalents in accordance with the
terms of Section 12.2.


12.6                           Obligations of the Guarantors Unconditional.  Nothing contained in this Section 12 or
elsewhere in this Agreement or in the Guarantees is intended to or shall impair
as between the Guarantors and the Lenders the obligations of the Guarantors,
which are absolute and unconditional, to pay to the Lenders the Guarantee Obligations
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Lenders and
creditors of the Guarantors other than the holders of the Guarantor Senior
Indebtedness, nor shall anything herein or therein prevent the Lenders from
exercising all remedies otherwise permitted by applicable law upon default
under this Agreement, subject to the rights, if any, under this Section 12
of the holders of such Guarantor Senior Indebtedness in respect of cash,
property or securities of the Guarantors received upon the exercise of any such
remedy.


The failure to make a payment on account of Guarantee
Obligations by reason of any provision of this Section 12 shall not
prevent the occurrence of an Event of Default under Section 8.


12.7                           Lenders Authorize Agent to Effectuate Subordination.  Each Lender hereby authorizes and expressly
directs the Agent on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Section 12 and appoints
the Agent its attorney in fact for such purpose, including, without limitation,
in the event of any dissolution, winding up, liquidation or reorganization of
any Guarantor (whether in bankruptcy, insolvency, receivership, reorganization
or similar proceedings or upon an assignment for the benefit of creditors or
any other similar remedy or otherwise) 



 96
 









tending towards liquidation of the business and assets of any Guarantor,
the immediate filing of a claim for the unpaid balance of the Guarantee
Obligations in the form required in said proceedings and causing said claim to
be approved.  If the Agent does not file
a proper claim or proof of debt in the form required in such proceeding prior
to 30 days before the expiration of the time to file such claim or claims, then
the holders of the Guarantor Senior Indebtedness are hereby authorized to have
the right to file and are hereby authorized to file an appropriate claim for
and on behalf of the Lenders.  In the
event of any such proceeding, until the Guarantor Senior Indebtedness is paid
in full in cash or Cash Equivalents, without the consent of the holders of a
majority in principal amount outstanding of Guarantor Senior Indebtedness, no
Lender shall waive, settle or compromise any such claim or claims relating to
the Obligations that such Lender now or hereafter may have against the
Guarantors.


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


	
  

  	
  SOURCE INTERLINK COMPANIES, INC., as
  the 

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Each of the Guarantors], as a
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



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  CITICORP NORTH AMERICA, INC., as

  
	
   

  	
  Administrative Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



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  JPMORGAN CHASE BANK, N.A., as

  
	
   

  	
  Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



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