Exhibit
10.71


EXECUTION
VERSION


TERM 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 Collateral Agent


and


JPMORGAN
CHASE BANK, N.A.,


as
Syndication Agent






 


$880,000,000
Senior Secured Term Loan Facility






















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Accounting Terms

  	
   

  	
  36

  
	
  1.3

  	
   

  	
  Interpretation,
  etc.

  	
   

  	
  36

  
	
  1.4

  	
   

  	
  Conversion of
  Foreign Currencies

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  LOANS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Initial Term
  Loans

  	
   

  	
  37

  
	
  2.2

  	
   

  	
  [Reserved]

  	
   

  	
  37

  
	
  2.3

  	
   

  	
  [Reserved]

  	
   

  	
  38

  
	
  2.4

  	
   

  	
  Pro Rata Shares

  	
   

  	
  38

  
	
  2.5

  	
   

  	
  Use of Proceeds

  	
   

  	
  38

  
	
  2.6

  	
   

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

  	
   

  	
  38

  
	
  2.7

  	
   

  	
  Interest on
  Loans

  	
   

  	
  39

  
	
  2.8

  	
   

  	
  Conversion/Continuation

  	
   

  	
  40

  
	
  2.9

  	
   

  	
  Default Interest

  	
   

  	
  41

  
	
  2.10

  	
   

  	
  Fees

  	
   

  	
  41

  
	
  2.11

  	
   

  	
  Voluntary
  Prepayments

  	
   

  	
  41

  
	
  2.12

  	
   

  	
  Scheduled
  Payments

  	
   

  	
  41

  
	
  2.13

  	
   

  	
  Mandatory
  Prepayments

  	
   

  	
  42

  
	
  2.14

  	
   

  	
  Application of
  Prepayments

  	
   

  	
  44

  
	
  2.15

  	
   

  	
  General
  Provisions Regarding Payments

  	
   

  	
  44

  
	
  2.16

  	
   

  	
  Ratable Sharing

  	
   

  	
  46

  
	
  2.17

  	
   

  	
  Making or
  Maintaining Eurodollar Rate Loans

  	
   

  	
  46

  
	
  2.18

  	
   

  	
  Increased Costs;
  Capital Adequacy

  	
   

  	
  48

  
	
  2.19

  	
   

  	
  Taxes;
  Withholding, etc.

  	
   

  	
  49

  
	
  2.20

  	
   

  	
  Obligation to
  Mitigate

  	
   

  	
  51

  
	
  2.21

  	
   

  	
  [Reserved]

  	
   

  	
  51

  
	
  2.22

  	
   

  	
  Removal or
  Replacement of a Lender

  	
   

  	
  51

  
	
  2.23

  	
   

  	
  [Reserved]

  	
   

  	
  52

  
	
  2.24

  	
   

  	
  Incremental
  Facilities

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  CONDITIONS
  PRECEDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Closing Date

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization;
  Requisite Power and Authority; Qualification

  	
   

  	
  58

  
	
  4.2

  	
   

  	
  Capital Stock
  and Ownership

  	
   

  	
  58

  
	
  4.3

  	
   

  	
  Due
  Authorization

  	
   

  	
  59

  



 



 i
 









 


	
  4.4

  	
   

  	
  No Conflict

  	
   

  	
  59

  
	
  4.5

  	
   

  	
  Governmental
  Consents

  	
   

  	
  59

  
	
  4.6

  	
   

  	
  Binding
  Obligation

  	
   

  	
  59

  
	
  4.7

  	
   

  	
  Historical
  Financial Statements

  	
   

  	
  59

  
	
  4.8

  	
   

  	
  Projections

  	
   

  	
  60

  
	
  4.9

  	
   

  	
  No Material
  Adverse Change

  	
   

  	
  60

  
	
  4.10

  	
   

  	
  Insurance

  	
   

  	
  60

  
	
  4.11

  	
   

  	
  Compliance with
  Laws; Adverse Proceedings, etc.

  	
   

  	
  60

  
	
  4.12

  	
   

  	
  Payment of Taxes

  	
   

  	
  60

  
	
  4.13

  	
   

  	
  Properties

  	
   

  	
  60

  
	
  4.14

  	
   

  	
  Environmental
  Matters

  	
   

  	
  61

  
	
  4.15

  	
   

  	
  No Defaults

  	
   

  	
  62

  
	
  4.16

  	
   

  	
  Governmental
  Regulation

  	
   

  	
  62

  
	
  4.17

  	
   

  	
  Margin Stock

  	
   

  	
  62

  
	
  4.18

  	
   

  	
  Labor Matters

  	
   

  	
  62

  
	
  4.19

  	
   

  	
  ERISA Matters

  	
   

  	
  62

  
	
  4.20

  	
   

  	
  Solvency

  	
   

  	
  63

  
	
  4.21

  	
   

  	
  Intellectual
  Property

  	
   

  	
  63

  
	
  4.22

  	
   

  	
  Status as Senior
  Debt

  	
   

  	
  63

  
	
  4.23

  	
   

  	
  Disclosure

  	
   

  	
  63

  
	
  4.24

  	
   

  	
  Use of Proceeds

  	
   

  	
  64

  
	
  4.25

  	
   

  	
  Perfection of
  Security Interests

  	
   

  	
  64

  
	
  4.26

  	
   

  	
  Purchase Documents;
  Representations and Warranties in Acquisition Agreement

  	
   

  	
  65

  
	
  4.27

  	
   

  	
  Anti-Terrorism
  Law

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Financial
  Statements and Other Reports

  	
   

  	
  66

  
	
  5.2

  	
   

  	
  Existence

  	
   

  	
  70

  
	
  5.3

  	
   

  	
  Payment of Taxes
  and Claims

  	
   

  	
  70

  
	
  5.4

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
  71

  
	
  5.5

  	
   

  	
  Insurance

  	
   

  	
  71

  
	
  5.6

  	
   

  	
  Inspections

  	
   

  	
  71

  
	
  5.7

  	
   

  	
  Lenders’
  Meetings

  	
   

  	
  71

  
	
  5.8

  	
   

  	
  Compliance with
  Laws

  	
   

  	
  72

  
	
  5.9

  	
   

  	
  [Reserved]

  	
   

  	
  72

  
	
  5.10

  	
   

  	
  Environmental
  Matters; Hazardous Activities, etc.

  	
   

  	
  72

  
	
  5.11

  	
   

  	
  Subsidiaries

  	
   

  	
  72

  
	
  5.12

  	
   

  	
  Additional
  Material Real Estate Assets

  	
   

  	
  72

  
	
  5.13

  	
   

  	
  Further
  Assurances

  	
   

  	
  73

  
	
  5.14

  	
   

  	
  Books

  	
   

  	
  73

  
	
  5.15

  	
   

  	
  Cash Management

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Indebtedness

  	
   

  	
  75

  
	
  6.2

  	
   

  	
  Liens

  	
   

  	
  76

  
	
  6.3

  	
   

  	
  [Reserved]

  	
   

  	
  78

  
	
  6.4

  	
   

  	
  Restricted
  Junior Payments

  	
   

  	
  78

  
	
  6.5

  	
   

  	
  Restrictions on
  Subsidiary Distributions

  	
   

  	
  78

  



 



 ii
 









 


	
  6.6

  	
   

  	
  Investments

  	
   

  	
  79

  
	
  6.7

  	
   

  	
  [Reserved]

  	
   

  	
  80

  
	
  6.8

  	
   

  	
  Fundamental
  Changes; Disposition of Assets; Acquisitions

  	
   

  	
  80

  
	
  6.9

  	
   

  	
  Disposal of
  Subsidiary Interests

  	
   

  	
  81

  
	
  6.10

  	
   

  	
  Sales and Lease-Backs

  	
   

  	
  81

  
	
  6.11

  	
   

  	
  Transactions
  with Shareholders and Affiliates

  	
   

  	
  81

  
	
  6.12

  	
   

  	
  Conduct of
  Business

  	
   

  	
  82

  
	
  6.13

  	
   

  	
  Limitation on
  Issuance of Subsidiary Capital Stock

  	
   

  	
  82

  
	
  6.14

  	
   

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

  	
   

  	
  82

  
	
  6.15

  	
   

  	
  Accounting
  Changes; Fiscal Year

  	
   

  	
  83

  
	
  6.16

  	
   

  	
  Financial
  Covenant

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  GUARANTY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Guaranty of the
  Obligations

  	
   

  	
  83

  
	
  7.2

  	
   

  	
  Limitation of
  Guaranty

  	
   

  	
  84

  
	
  7.3

  	
   

  	
  Contribution

  	
   

  	
  84

  
	
  7.4

  	
   

  	
  Liability of
  Guarantors Absolute

  	
   

  	
  84

  
	
  7.5

  	
   

  	
  Waivers by
  Guarantors

  	
   

  	
  86

  
	
  7.6

  	
   

  	
  Guarantors’
  Rights of Subrogation, Contribution, etc.

  	
   

  	
  87

  
	
  7.7

  	
   

  	
  Subordination of
  Other Obligations

  	
   

  	
  87

  
	
  7.8

  	
   

  	
  Continuing
  Guaranty

  	
   

  	
  87

  
	
  7.9

  	
   

  	
  Authority of
  Guarantors

  	
   

  	
  87

  
	
  7.10

  	
   

  	
  Financial
  Condition of the Borrower

  	
   

  	
  88

  
	
  7.11

  	
   

  	
  Default,
  Remedies

  	
   

  	
  88

  
	
  7.12

  	
   

  	
  Bankruptcy, etc.

  	
   

  	
  88

  
	
  7.13

  	
   

  	
  Waiver of
  Judicial Bond

  	
   

  	
  89

  
	
  7.14

  	
   

  	
  Discharge of
  Guaranty upon Sale of Guarantor

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  EVENTS OF
  DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Events of
  Default

  	
   

  	
  89

  
	
  8.2

  	
   

  	
  [Reserved]

  	
   

  	
  92

  
	
  8.3

  	
   

  	
  Rescission

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Appointment of
  Agents; Authorization

  	
   

  	
  92

  
	
  9.2

  	
   

  	
  Powers and
  Duties

  	
   

  	
  93

  
	
  9.3

  	
   

  	
  General Immunity

  	
   

  	
  93

  
	
  9.4

  	
   

  	
  Facility Agents
  Entitled to Act as Lenders

  	
   

  	
  94

  
	
  9.5

  	
   

  	
  Representations,
  Warranties and Acknowledgment by Lenders

  	
   

  	
  95

  
	
  9.6

  	
   

  	
  Right to
  Indemnity

  	
   

  	
  95

  
	
  9.7

  	
   

  	
  Successor
  Facility Agents

  	
   

  	
  96

  
	
  9.8

  	
   

  	
  Collateral
  Documents and Guaranty

  	
   

  	
  97

  
	
  9.9

  	
   

  	
  Approved
  Electronic Communications

  	
   

  	
  98

  
	
  9.10

  	
   

  	
  Collateral
  Matters Relating to Related Obligations

  	
   

  	
  99

  
	
  9.11

  	
   

  	
  Withholding Taxes

  	
   

  	
  100

  



 



 iii
 









 


	
  SECTION 10.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Notices

  	
   

  	
  100

  
	
  10.2

  	
   

  	
  Expenses

  	
   

  	
  101

  
	
  10.3

  	
   

  	
  Indemnity

  	
   

  	
  102

  
	
  10.4

  	
   

  	
  Set-Off

  	
   

  	
  103

  
	
  10.5

  	
   

  	
  Amendments and
  Waivers

  	
   

  	
  103

  
	
  10.6

  	
   

  	
  Successors and
  Assigns; Participations

  	
   

  	
  104

  
	
  10.7

  	
   

  	
  Independence of
  Covenants

  	
   

  	
  107

  
	
  10.8

  	
   

  	
  Survival of
  Representations, Warranties and Agreements

  	
   

  	
  107

  
	
  10.9

  	
   

  	
  No Waiver;
  Remedies Cumulative

  	
   

  	
  107

  
	
  10.10

  	
   

  	
  Marshalling;
  Payments Set Aside

  	
   

  	
  107

  
	
  10.11

  	
   

  	
  Severability

  	
   

  	
  107

  
	
  10.12

  	
   

  	
  Obligations
  Several; Independent Nature of Lenders’ Rights

  	
   

  	
  108

  
	
  10.13

  	
   

  	
  Headings

  	
   

  	
  108

  
	
  10.14

  	
   

  	
  GOVERNING LAW

  	
   

  	
  108

  
	
  10.15

  	
   

  	
  Consent to
  Jurisdiction; Service of Process

  	
   

  	
  108

  
	
  10.16

  	
   

  	
  WAIVER OF JURY
  TRIAL

  	
   

  	
  108

  
	
  10.17

  	
   

  	
  Confidentiality

  	
   

  	
  109

  
	
  10.18

  	
   

  	
  Entire Agreement

  	
   

  	
  109

  
	
  10.19

  	
   

  	
  Counterparts

  	
   

  	
  109

  
	
  10.20

  	
   

  	
  Effectiveness

  	
   

  	
  110

  
	
  10.21

  	
   

  	
  Patriot Act

  	
   

  	
  110

  
	
  10.22

  	
   

  	
  Electronic
  Execution of Assignments

  	
   

  	
  110

  
	
  10.23

  	
   

  	
  Reinstatement

  	
   

  	
  110

  



 



 iv
 









 


	
  APPENDICES:

  	
   

  	
  B        Notice
  Addresses

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1(c)

  	
   

  	
  Certain Acquisitions

  
	
   

  	
   

  	
  1.1(d)

  	
   

  	
  Refinanced Indebtedness

  
	
   

  	
   

  	
  1.1(f)

  	
   

  	
  Guarantors

  
	
   

  	
   

  	
  3.1(h)

  	
   

  	
  Closing Date Mortgaged Properties

  
	
   

  	
   

  	
  3.1(s)

  	
   

  	
  Vendors

  
	
   

  	
   

  	
  4.1

  	
   

  	
  Jurisdictions of Organization and Qualification

  
	
   

  	
   

  	
  4.2

  	
   

  	
  Capital Stock and Ownership

  
	
   

  	
   

  	
  4.26

  	
   

  	
  Purchase Documents

  
	
   

  	
   

  	
  5.15(a)

  	
   

  	
  Approved Deposit Accounts

  
	
   

  	
   

  	
  5.17

  	
   

  	
  Post Closing Collateral Matters

  
	
   

  	
   

  	
  6.1

  	
   

  	
  Certain Indebtedness

  
	
   

  	
   

  	
  6.2

  	
   

  	
  Certain Liens

  
	
   

  	
   

  	
  6.6

  	
   

  	
  Certain Investments

  
	
   

  	
   

  	
  6.11

  	
   

  	
  Certain Affiliate Transactions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
  A-1

  	
   

  	
  Funding Notice

  
	
   

  	
   

  	
  A-2

  	
   

  	
  Conversion/Continuation Notice

  
	
   

  	
   

  	
  B

  	
   

  	
  Note

  
	
   

  	
   

  	
  C

  	
   

  	
  Compliance Certificate

  
	
   

  	
   

  	
  D

  	
   

  	
  Opinions of Counsel

  
	
   

  	
   

  	
  E

  	
   

  	
  Assignment Agreement

  
	
   

  	
   

  	
  F

  	
   

  	
  Certificate Re Non-bank Status

  
	
   

  	
   

  	
  G-1

  	
   

  	
  Closing Date Certificate

  
	
   

  	
   

  	
  G-2

  	
   

  	
  Solvency Certificate

  
	
   

  	
   

  	
  H

  	
   

  	
  Counterpart Agreement

  
	
   

  	
   

  	
  I

  	
   

  	
  Pledge and Security Agreement

  
	
   

  	
   

  	
  J

  	
   

  	
  Mortgage

  
	
   

  	
   

  	
  K

  	
   

  	
  Landlord Access Agreement

  
	
   

  	
   

  	
  L

  	
   

  	
  Bailee’s Letter

  
	
   

  	
   

  	
  M

  	
   

  	
  Joinder Agreement

  
	
   

  	
   

  	
  N

  	
   

  	
  Intercreditor Agreement

  



 



 v















TERM LOAN AGREEMENT


This TERM 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 as
Collateral Agent (together with its permitted successors in such capacity, the “Collateral
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 term loan facility to the Borrower, in an aggregate amount not to
exceed $880,000,000, 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;


WHEREAS, the Borrower has agreed
to secure all of its Obligations by granting to the Collateral Agent, for the
benefit of the Secured Parties, a Second Priority Lien on the Current Asset Collateral
and a First Priority Lien on the Fixed Asset Collateral; and


WHEREAS, the Guarantors have
agreed to guarantee the obligations of the Borrower hereunder and to secure
their respective Obligations by granting to the Collateral Agent, for the
benefit of the Secured Parties, a Second Priority Lien on the Current Asset
Collateral and a First Priority Lien on the Fixed Asset Collateral.


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:


“Account Debtor”
as defined in the UCC.


“Accounts” as defined in the UCC.


“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.


“After-Acquired Mortgaged Property” as defined in Section 5.12.


“Agent” means each of the Administrative Agent and the
Collateral Agent.



 2
 









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


“Aggregate Amounts Due” as defined in Section 2.16.


“Agreement” means this Term 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 Initial
Term Loans that are Eurodollar Rate Loans, a percentage per annum, equal to
3.25%; and (ii) with respect to Initial Term Loans that are Base Rate Loans, a
percentage per annum, equal to 2.25%.


“Approved Counterparty” means each Agent, Lender or any
Affiliate of an Agent or a Lender party to a Related Obligation Document
(including any Person who is an Agent or a Lender (and any Affiliate thereof)
(or an Agent, Lender or any Affiliate of a Facility Agent or a Lender (and any
Affiliate thereof)  under the Revolving
Credit Agreement) 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) including, without limitation, each such Affiliate that enters into a
joinder agreement with the Collateral Agent.


“Approved Deposit Account”
means a Deposit Account that is the subject of an effective Deposit Account
Control Agreement and that is maintained by any Credit Party with a Deposit
Account Bank.  “Approved Deposit Account”
includes all monies on deposit in a Deposit Account and all certificates and
instruments, if any, representing or evidencing such Deposit Account.


“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, any joinder to the Pledge and Security Agreement 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.


“Approved Securities
Intermediary” means a “securities intermediary” or “commodity intermediary”
(as such terms are defined in the UCC) selected or approved by the
Administrative Agent.


“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 



 3
 









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.


“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.


“Bailee’s Letter”
means a letter substantially in the form of Exhibit L, with such
amendments or modifications as may be approved by the Administrative Agent and
executed by any Person (other than the Borrower and the Guarantors) that is in
possession of otherwise Eligible Inventory (as defined in the Revolving Credit
Agreement) on behalf of any Borrower or any Guarantor pursuant to which such
Person acknowledges, among other things, the Collateral Agent’s Lien with respect
thereto.


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



 4
 









“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 and (ii) 1⁄2 of 1%
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.


“Blockage Notice”
means a notice of “control” (as defined in the UCC) contemplated to be delivered
pursuant to each Deposit Account Control Agreement.


“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 (including the Collateral) 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 Term Loan Commitments.


“Bridge Loan Agreement”
means the Senior Subordinated Bridge Loan Agreement dated as of the Closing
Date among the Borrower, Citicorp North America, Inc., as administrative agent,
and the other agents and lenders party thereto.


“Bridge Loan Documents”
means the collective reference to the Bridge Loan Agreement and the other Loan
Documents as defined in the Bridge Loan Agreement, including each guarantee and
the notes issued thereunder.


“Bridge Loans”
means (i) the senior subordinated unsecured term loans of the Borrower in an
aggregate principal amount of $465,000,000 made on the Closing Date under the
Bridge Loan Agreement and (ii) any “Term Loans” or “Exchange Notes” referred to
therein for which or into which such loans may be converted, replaced or
exchanged at the option of the Borrower or the holders thereof pursuant to the
terms of the Bridge Loan Agreement.


“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) 



 5
 









and which is also a day for trading by and between
banks in Dollar deposits in the London interbank market.


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


“Capital Expenditures” means, for any period for any Person,
the aggregate of all expenditures of such Person during such period determined
on a consolidated basis that, in accordance with GAAP, are or should be
included in “purchase of property and equipment” or similar items reflected in
the statement of cash flows of such Person, including capitalized display rack
costs.


“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 Collateral Account”
means any Deposit Account or Securities Account that is (a) established by the
Collateral Agent from time to time in its sole discretion to receive Cash and
Cash Equivalents (or purchase cash or Cash Equivalents with funds received)
from the Credit Parties or Persons acting on their behalf pursuant to the
Credit Documents, (b) with such depositaries and securities intermediaries as
the Collateral Agent may determine in its sole discretion, (c) in the name of
the Collateral Agent (although such account may also have words referring to
the Borrower and the account’s purpose), (d) under the control of the
Collateral Agent and (e) in the case of a Securities Account, with respect to
which the Collateral Agent shall be the Entitlement Holder and the only Person
authorized to give Entitlement Orders with respect thereto.


“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.



 6
 









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


“Certificate re Non-Bank Status” means a
certificate substantially in the form of Exhibit F.


“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).


“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 Term Loan
Commitment” means the commitment of a Lender to make or otherwise fund
an Initial Term Loan on the Closing Date and “Closing Date
Term Loan Commitments” means such commitments of all Lenders in the
aggregate.  The aggregate amount of the
Closing Date Term Loan Commitments as of the Closing Date is $880,000,000.


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


“Closing Date Mortgaged Property” as defined in Section
3.1(h)(i).


“CNAI” as
defined in the preamble hereto.


“Collateral” means, collectively, all of the real, personal
and mixed property (including Capital Stock) and interests therein and proceeds
thereof, whether now owned or hereafter acquired, in or upon which Liens are
purported to be granted pursuant to any of the Collateral Documents as security
for the Obligations.


“Collateral Access Agreement” means a Landlord Access
Agreement, Bailee Letter, mortgagee waiver or acknowledgement agreement of a
lessor, mortgagee, warehouseman, processor, consignee, or other Person in
possession of, having a Lien upon, or having rights or interests in any Credit
Party’s 



 7
 









Books, Equipment or
Inventory, in each case, in form and substance satisfactory to the Administrative
Agent.


“Collateral Agent”  means
CNAI in its capacity as collateral agent for the Secured Parties.


“Collateral Documents” means the Pledge and Security
Agreement, the Perfection Certificate, the Mortgages, the Deposit Account
Control Agreements, the Securities Account Control Agreements, the Intellectual
Property Security Agreements, each Guaranty, the Vendor Intercreditor
Agreements, the Collateral Access Agreements, the Consignment Agreements, if
any, and all other instruments, documents and agreements delivered by any
Credit Party pursuant to this Agreement or any of the other Credit Documents in
order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien
on any real, personal or mixed property of such Credit Party as security for
the Obligations.


“Collections”
means all cash, checks, notes, instruments, and other items of payment
(including insurance proceeds, proceeds of cash sales, rental proceeds, and tax
refunds).


“Commitment”
means, as to each Lender, its Term Loan Commitment.


“Commodity Account”
has the meaning given to such term in the UCC.


“Compliance Certificate” means a Compliance Certificate
substantially in the form of Exhibit C.


“Concentration Account”
as defined in the Revolving Credit Agreement.


“Consignment Agreement”
means a Consignment Agreement, in form and substance satisfactory to the
Administrative Agent in its Permitted Discretion, made by a consignee of a
Credit Party’s Inventory in favor of Collateral Agent.


“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);



 8
 









(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 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 calculation
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;



 9
 









(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 Cash Interest
Expense” means, for any period, Consolidated Interest Expense for
such period, less interest on any debt paid by
the increase in the principal amount of such debt during such period, including
by issuance of additional debt of such kind.


“Consolidated Current
Assets”  means, as at
any date of determination, the total assets of the Borrower and its
Subsidiaries on a consolidated basis that may properly be classified as current
assets in conformity with GAAP, excluding Cash and Cash Equivalents.


“Consolidated Current
Liabilities”  means, as at
any date of determination, the total liabilities of the Borrower and its
Subsidiaries on a consolidated basis that may properly be classified as current
liabilities in conformity with GAAP, excluding the current portion of long-term
debt.


“Consolidated
Excess Cash Flow”  means, for any
period (without duplication of prior periods), an amount (if positive) equal
to:


(a)                                  the
sum, without duplication, of the amounts for such period of


(i)                                     Consolidated
Adjusted EBITDA,


(ii)                                  the
Consolidated Working Capital Adjustment,


(iii)                               an
amount equal to any income or gain included in Consolidated Net Income or
excluded pursuant to clauses (d), (e) or (f) thereof but excluded from the
calculation of Consolidated Adjusted EBITDA by virtue of the definition thereof
to the extent realized in cash,


(iv)                              cash
interest income of the Borrower and its Subsidiaries, minus


(b)                                 the
sum, without duplication, of the amounts for such period of


(i)                                     Consolidated
Cash Interest Expense,


(ii)                                  provisions
for current taxes based on income of the Borrower and its Subsidiaries and
payable in cash with respect to such period,


(iii)                               voluntary
and scheduled cash principal payments on the Loans during such period and cash
principal payments on the Revolving Loans during such periods to the extent commitments
in respect thereof are correspondingly and permanently reduced,



 10
 









(iv)                              scheduled
and mandatory cash principal payments made by the Borrower or any of its Subsidiaries
during such period on Indebtedness (other than the Loans and the Indebtedness
under the Revolving Credit Agreement) to the extent such other Indebtedness is
permitted by this Agreement,


(v)                                 cash
used during such period to consummate a Permitted Acquisition, an Investment
permitted hereunder or Capital Expenditures permitted hereunder, in each case,
to the extent not financed with the proceeds of long-term Indebtedness, equity
issuances, asset sales or other proceeds from a financing transaction that
would not be included in Consolidated Adjusted EBITDA,


(vi)                              an
amount equal to the amount of all cash expenses, charges and losses that are
added back to Consolidated Adjusted EBITDA by virtue of the definition thereof,


(vii)                           earnout
obligations including the Automotive.com Earn-Out Obligation, in each case to
the extent paid in cash, and


(viii)                        cash
payments that reduce long term liabilities not constituting Indebtedness that
occur as a result of purchase accounting adjustments in respect of acquisitions,
to the extent such payments are not otherwise added back in the calculation of
Consolidated Adjusted EBITDA.


 “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.


“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 



 11
 









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.


“Consolidated Working
Capital”  means, as at
any date of determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.


“Consolidated Working
Capital Adjustment”  means, for any
period on a consolidated basis, the amount (which may be a negative number) by
which Consolidated Working Capital as of the beginning of such period exceeds
(or is less than) Consolidated Working Capital as of the end of such period.


“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.


“Control Account”
means a Securities Account or Commodity Account that is the subject of an
effective Securities Account Control Agreement and that is maintained by any
Credit Party with an Approved Securities Intermediary.  “Control Account” includes all Financial
Assets held in a Securities Account or a Commodity Account and all certificates
and instruments, if any, representing or evidencing the Financial Assets
contained therein.


“Control Agreement”
has the meaning given such term in the Pledge and Security Agreement.


“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.


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


“Counterpart Agreement” means a Counterpart Agreement
substantially in the form of Exhibit H delivered by a Credit Party pursuant to
Section 5.11.



 12
 









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


“Credit Document” means any of this Agreement, the
Notes, if any, the Intercreditor Agreement, the Collateral Documents 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.


“Current Asset Collateral”
as defined in the Intercreditor Agreement.


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


“Deposit Account” as defined in the UCC.


“Deposit Account Bank”
means Wachovia Bank, National Association or a financial institution selected
or approved by the Administrative Agent.


“Deposit Account Control
Agreement” as defined in the Pledge and Security 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 Term Loan 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
Term Loan 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 Term Loan 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.



 13
 









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


“Eligible Assignee” means (i) any Agent, any Lender, any
Affiliate of any 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 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.


“Entitlement Holder” has the meaning given such term in
the UCC.


“Entitlement Order” has the meaning given such term in the
UCC.


“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 Agents.


“Equipment”
means equipment (as that term is defined in the UCC), and includes machinery,
machine tools, motors, furniture and furnishings (but excluding fixtures),
vehicles (including motor vehicles), computer hardware, tools, parts, and goods
(other than consumer goods, farm products, or Inventory), wherever located,
including all attachments, accessories, accessions, replacements, substitutions,
additions, and improvements to any of the foregoing.


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



 14















“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 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.



 15
 









“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.


“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.


“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.


“Facility Agent”
means, collectively, the Administrative Agent, Collateral 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 



 16
 









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, JPMCB, JPMSI and the Borrower.


“Financial Asset”
has the meaning given to such term in the UCC.


“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).


“First Priority” means, with respect to any Lien
purported to be created in any Fixed Asset Collateral pursuant to any Collateral
Document, that such Lien is the only Lien to which such Collateral is subject,
other than any Permitted Lien which is junior in priority to the Collateral
Agent’s Lien on such Collateral.


“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 Asset Collateral”
means all assets of the Credit Parties other than Current Asset Collateral.


“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 have been made
by the Borrower or any Subsidiary during the four-quarter reference period or
subsequent 



 17
 









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.



 18
 









“Flood Hazard Property” means any Real Estate Asset
subject to a mortgage in favor of Collateral Agent, for the benefit of the
Secured Parties, and located in an area designated by the Federal Emergency
Management Agency as having special flood or mud slide hazards.


“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.


“General Intangible”
means general intangible (as that term is defined in the UCC).


“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.


“Grantor” as defined in the Pledge and Security
Agreement.


“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.



 19
 









“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 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 Amount Date” as defined in Section 2.24.


“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 



 20
 









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 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 Term Loans”  means the term loans made on the Closing Date by each
Lender to the Borrower pursuant to Section 2.1(a).


“Intellectual Property”
as defined in the Pledge and Security Agreement.



 21
 









“Intellectual Property
Security Agreement” as defined in the Pledge and Security Agreement.


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of
August 1, 2007, among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent, the Term Loan Administrative Agent and the Term
Loan Collateral Agent in the form attached hereto as Exhibit N.


“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, three or six months (or, if
available to all Lenders, one week or nine or twelve months), as selected by
the Borrower in the applicable Funding Notice or 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 clause (c), of this definition, end on
the last Business Day of a calendar month; and (c) no Interest Period with
respect to any portion of the Loans shall extend beyond the Term Loan 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.



 22
 









“Joinder Agreement” means an agreement substantially in
the form of Exhibit M.


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


“Landlord Access Agreement” means a Landlord Waiver and
Consent Agreement substantially in the form of Exhibit K with such
amendments or modifications as may be reasonably satisfactory to the
Administrative Agent.


“Leasehold Property”  means any leasehold interest of any Credit Party as lessee
under any lease of real property.


“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 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 Term Loans and
each series of New 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 or any Secured Party under any Credit Document.


“Material Contract” means any contract or other
arrangement to which the Borrower or any of its Subsidiaries is a party (other
than the Credit Documents) for which breach, nonperformance, cancellation or
failure to renew could reasonably be expected to have a Material Adverse
Effect.


“Material Real Estate Asset” means (i) in the case of
Real Estate Assets on the Closing Date, each fee-owned Real Estate Asset and
(ii) in the case of Real Estate Assets acquired or constructed after the Closing
Date, each fee-owned Real Estate Asset having a fair market value in excess of
$2,500,000 as of the date of the acquisition or completion of construction
thereof.



 23
 









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


“Mortgage” means a Mortgage substantially in the form of
Exhibit J, as it may be amended, supplemented or otherwise modified from
time to time.


“Mortgaged Property” means a Closing Date Mortgaged Property or
an After-Acquired Mortgaged Property.


“Multiemployer Plan” means any Employee Benefit Plan
which is a “multiemployer plan” as defined in Section 3(37) of ERISA.


“NAIC” means the National Association of Insurance
Commissioners, and any successor thereto.


“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 in respect of Fixed Asset Collateral, 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
Insurance/Condemnation Proceeds” means an amount equal
to:  (i) any Cash payments or
proceeds received by the Borrower or any of its Subsidiaries (a) under any
casualty insurance policy in respect of a covered loss thereunder or (b) as a
result of the taking of any assets of the Borrower or any of its Subsidiaries
by any Person pursuant to the power of eminent domain, condemnation or otherwise,
or pursuant to a sale of any such assets to a purchaser with such power under
threat of such a taking, minus (ii) (a) any actual and reasonable
costs incurred by the Borrower or any of its Subsidiaries in connection with
the adjustment or settlement of any claims of the Borrower or such Subsidiary
in respect thereof, and (b) any bona fide direct costs incurred in connection
with any sale of such assets as referred to in clause (i)(b) of this
definition, including income taxes payable as a result of any gain recognized
in connection therewith.


“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 



 24
 









out-of-pocket expenses and other customary expenses)
incurred by the Borrower or such Subsidiary in connection with such issuance.


“New Lender” as
defined in Section 2.24.


“New Term Loans”  as defined in Section 2.24.


“New Term Loan Commitments”  as defined in Section 2.24.


“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-Consenting Lenders”  as defined in Section 2.22.


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


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


“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 and the Related Obligation
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, Secured Party Expenses, 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 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.).



 25
 









“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.


“Perfection Certificate” means a certificate in form
satisfactory to the Collateral Agent that provides information with respect to
the personal or mixed property of each Credit Party.


“Permanent Financing”
means the issuance by the Borrower of (i) any unsecured Indebtedness refinancing
the Bridge Loans described in clause (i) of the definition thereof and which
(x) matures not less than 180 days after the final maturity of the Term Loans
and (y) would satisfy clause (a) of the proviso to the definition of “Permitted
Refinancing” with respect to the Bridge Loans described in clause (i) of the
definition thereof or (ii) Capital Stock (other than Disqualified Capital
Stock) of the Borrower for cash, in each case solely to the extent the Net Issuance
Proceeds of such issuance are applied to repay the then outstanding Bridge
Loans described in clause (i) of the definition thereof, together with accrued
and unpaid interest thereon and fees and expenses related to such repayment.


 “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 Sections 5.11 and/or 5.12, as applicable;


(iv)          the Borrower and its Subsidiaries
shall be in compliance with the Incurrence Test and the covenant set forth in
Section 6.16 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;



 26
 









(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;


(viii)        any business or lines of business of any
Person or assets or division acquired in accordance herewith shall be permitted
by Section 6.12; 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, 



 27
 









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
Facility Agents, (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).


“Pledge and Security Agreement” means an agreement, substantially
in the form of Exhibit I, as it may be amended, supplemented or otherwise
modified from time to time, executed by the Borrower and each Guarantor.


“Pledge and Security
Agreement Collateral” shall mean all property pledged or granted as
collateral pursuant to the Pledge and Security Agreement (a) on the Closing
Date or (b) thereafter pursuant to Section 5.11.


“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 Initial 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.



 28















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


“Real Estate Asset” means, at any time of determination,
any interest (fee, leasehold or otherwise) then owned, leased or otherwise held
by any Credit Party in any real property.


“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.


“Reinvestment Notice”
as defined in Section 2.14(a).


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


“Related Fund” means, with respect to any Lender, 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.


“Related Obligations”
as defined in Section 9.10.


“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 Term Loan Exposure and representing
more than 50% of the sum of the aggregate Term Loan Exposure (other than
Protective Advances) 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 



 29
 









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.


“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.


“Second Priority” means, with respect to any Lien
purported to be created in any Current Asset Collateral pursuant to any Collateral
Document, that such Lien is subordinated solely to the Liens on such Collateral
created by the Revolving Credit Documents and any Permitted Lien.


“Secured Parties” means, collectively, the Lenders, the
Facility Agents and each Approved Counterparty.


“Secured Party Expenses” means all (a) costs or expenses
(including taxes, and insurance premiums) required to be paid by a Credit Party
or its Subsidiaries under any of the Credit Documents that are paid, advanced,
or incurred by the Secured Parties, (b) fees or charges paid or incurred by the
Administrative Agent or Collateral Agent in connection with the Secured Parties’
transactions with the Credit Parties or their Subsidiaries, including fees or
charges for photocopying, notarization, couriers and messengers, 



 30
 









telecommunication, public record
searches (including tax lien, litigation, and UCC searches and including
searches with the patent and trademark office, the copyright office, or the
department of motor vehicles), filing, recording, publication, and appraisal
(including periodic collateral appraisals or business valuations to the extent
of the fees and charges (and up to the amount of any limitation) contained in
this Agreement), (c) costs and expenses incurred by the Administrative Agent in
the disbursement of funds to or for the account of Borrower or other Secured
Parties (by wire transfer or otherwise), (d) charges paid or incurred by the
Administrative Agent resulting from the dishonor of checks, (e) reasonable
costs and expenses paid or incurred by the Secured Parties to correct any
default or enforce any provision of the Credit Documents, or in gaining
possession of, maintaining, handling, preserving, storing, shipping, selling,
preparing for sale, or advertising to sell the Collateral, or any portion
thereof, irrespective of whether a sale is consummated, (f) audit fees and
expenses of the Administrative Agent related to audit examinations of the Books
to the extent of the fees and charges (and up to the amount of any limitation)
contained in this Agreement, (g) per diem expenses and out-of-pocket expenses
of the Administrative Agent’s internal field examiners, (h) reasonable costs
and expenses of third-party claims or any other suit paid or incurred by the
Secured Parties in enforcing or defending the Credit Documents or in connection
with the transactions contemplated by the Credit Documents or the Secured
Parties’ relationship with any Credit Party or any Subsidiary of a Credit
Party, (i) the Administrative Agent’s, Collateral Agent’s and each Lender’s
reasonable costs and expenses (including reasonable attorneys fees) incurred in
advising, structuring, drafting, reviewing, administering, syndicating, or amending
the Credit Documents, and (j) the Administrative Agent’s and each Lender’s
reasonable costs and expenses (including reasonable attorneys’, accountants’,
consultants’, and other advisors’ fees and expenses) incurred in terminating,
enforcing (including attorneys’, accountants’, consultants’, and other advisors’
fees and expenses incurred in connection with a “workout,” a “restructuring,”
or an insolvency proceeding concerning any Credit Party or any Subsidiary of a
Credit Party or in exercising rights or remedies under the Credit Documents),
or defending the Credit Documents, irrespective of whether suit is brought, or
in taking any remedial action concerning the Collateral.  All out-of-pocket expenses of the Lenders,
Collateral Agent and/or Administrative Agent payable by the Credit Parties
shall be set forth in a reasonably detailed invoice.  The Borrower will have access to any
Inventory appraisal for which Borrower has reimbursed the Lenders, the
Administrative Agent or the Collateral Agent for the costs therefor.


“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 Account”  has
the meaning given to such term in the UCC.


“Securities Account Control Agreement”  has the meaning specified in the Pledge
and Security Agreement.


“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 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 



 31
 









its Subsidiaries on such date plus (y) the average of
Revolving Loans outstanding on the end of each of the four immediately
preceding Fiscal Quarters (or if such date of determination occurs during the
three 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.



 32
 









“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 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, 



 33
 









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 Commitment”  means, as the context requires, the Closing Date Term Loan
Commitment or the New Term Loan Commitment of a Lender, and “Term Loan Commitments”  means such
commitments of all Lenders.


“Term Loan Exposure”  means, as the context requires, (a) in the case of the
Lenders that made the Initial Term Loans on the Closing Date, as of any date of
determination, the outstanding principal amount of the Initial Term Loans of
such Lender; provided at any time prior to the making of the Initial
Term Loans, the Term Loan Exposure of any such Lender shall be equal to such
Lender’s Closing Date Term Loan Commitment; and (b) in the case of the New Lenders,
as of any date of determination, the outstanding principal amount of the New
Term Loans of such New Lender; provided at any time prior to the making
of such New Term Loans, the Term Loan Exposure of any such Lender shall be
equal to such Lender’s New Term Loan Commitment; and (c) in the case of all
Lenders, as of any date of determination, the outstanding principal amount of
the Loans of such Lender; provided at any time prior to the making of
the Loans, the Term Loan Exposure of such Lender shall be equal to such Lender’s
Term Loan Commitment.


“Term Loan Facility”  means the Term Loan Commitments and the provisions herein
related to the Loans.


“Term Loan Maturity Date”  means (A) with respect to the Initial Term Loans, the
earlier of (i) the 7th anniversary of the Closing Date and (ii) the date that
all Initial Term Loans shall become due and payable in full hereunder, whether
by acceleration or otherwise and (B) with respect to the New Term Loans, the
earlier of (i) the stated maturity date of any series of New Term Loans, as
specified in the applicable Joinder Agreement and (b) the date that such New
Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.


 “Terminated Lender”  as defined in
Section 2.22.


“Title Policy” as defined in Section 3.1(h)(iii).


“Total Leverage Ratio”  means the ratio as of the last day of any Fiscal Quarter or
other date of determination of (i) (x) Consolidated Total Debt (other than
Revolving Loans)as of such date plus (y) the average of Revolving Loans
outstanding at the end of each of the four immediately preceding Fiscal
Quarters 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 



 34
 









any Investment, acquisition, disposition, merger,
consolidation or disposed operation that would have required adjustment pursuant
to this definition, then the Total 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.


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


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


“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.


“Vendor” means
each vendor that sells Inventory and extends trade credit to one or more Credit
Parties from time to time and has a Lien on any such Inventory.


“Vendor Agreements”
means the Vendor Supply Agreements and the Vendor Security Agreements.


“Vendor Intercreditor
Agreement” means any intercreditor agreement entered into by and between
the Collateral Agent and a Vendor, in form and substance satisfactory to the
Administrative Agent.



 35
 









“Vendor Lien”
means a Lien of a Vendor solely on certain Inventory of one or more Credit Parties
as more precisely described in and granted pursuant to the applicable Vendor
Security Agreement.


“Vendor Security Agreement”
means a security agreement between one or more Credit Parties and a Vendor,
regarding a Lien solely on certain Inventory of one or more Credit Parties.


“Vendor Supply Agreement”
means each agreement (excluding purchase orders) executed by one or more Credit
Parties and a Vendor regarding current and future trade terms.


“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
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,” “Collateral
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 



 36
 









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                                 Initial
Term Loans.


(a)                                  Term Loan
Commitments.  Subject to the terms
and conditions hereof, each Lender severally agrees to make, on the Closing
Date, an Initial Term Loan to the Borrower in an amount equal to such Lender’s
Closing Date Term Loan Commitment.  The
Borrower may make only one borrowing under the Closing Date Term Loan
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 2.11, 2.12 and 2.13, all amounts owed hereunder with respect to the
Initial Term Loans shall be paid in full no later than the Term Loan Maturity
Date.  Each Lender’s Closing Date Term
Loan Commitment shall terminate immediately and without further action on the
Closing Date after giving effect to the funding of such Lender’s Closing Date
Term Loan Commitment on such date.


(b)                                 Borrowing Mechanics
for Initial Term Loans.


(i)                                     The Borrower shall
deliver to Administrative Agent a fully executed Funding Notice 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 Term 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 Term
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 Term 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].



 37
 









2.3                                 [Reserved]


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 Initial Term Loan of any Lender be 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 Term 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 2.6(d) 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.”


(d)                                 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




 38
 









(or, if such notice is delivered after the Closing Date, promptly after
the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s
Initial Term Loan.


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 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(a) 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 (ii) 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.



 39
 









(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.


(f)                                    [Reserved]


(g)                                 [Reserved]


(h)                                 The Borrower hereby
authorizes the Administrative Agent, from time to time, without prior notice to
the Borrower, to charge such interest and fees, all Secured Party Expenses (as
and when incurred), the charges, commissions, fees, the fees and costs provided
for in Section 2.10 (as and when accrued or incurred), and all other payments
as and when due and payable under any Credit Document to the Borrower, which
amounts thereafter shall constitute Loans hereunder and shall accrue interest
at the rate then applicable to Advances hereunder.  Any interest not paid when due shall be compounded
and shall thereafter constitute Loans hereunder and shall accrue interest at
the rate then applicable to Loans that are Base Rate Loans hereunder.


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 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.



 40
 









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 Initial 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 one Business Day’s prior
notice to the Administrative Agent (or such shorter period as the
Administrative Agent may agree) in the case of Base Rate Loans and at least
three Business Days’ prior notice to the Administrative Agent (or such shorter
period as the Administrative Agent may agree) in the case of Eurodollar Rate
Loans, in each case 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 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                           Scheduled
Payments.


(a)                                  Scheduled Installments.  The principal
amounts of the Initial Term Loans shall be repaid in consecutive quarterly
installments (each, an “Installment”)  in the aggregate amounts set forth below on the dates set
forth below, commencing on October 31, 2007:



 41
 









 


	
  INSTALLMENT PAYMENT DATE

  	
   

  	
  INSTALLMENT AMOUNT

  	
   

  
	
  October 31, 2007

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2008

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2008

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2008

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2008

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2009

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2009

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2009

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2009

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2010

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2010

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2010

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2010

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2011

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2011

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2011

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2011

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2012

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2012

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2012

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2012

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2013

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2013

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  July 31, 2013

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  October 31, 2013

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  January 31, 2014

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  April 30, 2014

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
  $

  	
  820,600,000

  	
   

  



 


; provided in the event any New Term Loans are
made, such New Term Loans shall be repaid on each scheduled payment date
specified above occurring on or after the applicable Increased Amount Date in
an amount equal to (i) the aggregate principal amount of New Term Loans of the
applicable series of New Term Loans, times (ii) the ratio (expressed as a
percentage) of (y) the amount of all other Loans being repaid on such scheduled
payment date to (z) the total aggregate principal amount of all other Loans outstanding
on such Increased Amount Date.


Notwithstanding the foregoing, (x) such Installments
shall be reduced in connection with any voluntary or mandatory prepayments of
the Loans in accordance with Sections 2.11 and 2.13, as applicable; and (y) the
Loans, together with all other amounts owed hereunder with respect thereto,
shall, in any event, be paid in full no later than the Term Loan Maturity Date.


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)  (other than any such Net
Asset Sale Proceeds which would also constitute Net Insurance/Condemnation 



 42
 









Proceeds) with respect to (i) Fixed Asset Collateral while commitments
are still in effect under the Revolving Credit Agreement (including any
extension, replacement, renewal or refinancing with an asset based facility
based on the Current Collateral) and (ii) with respect to all Collateral
thereafter, the Borrower shall prepay the Loans as set forth in Section 2.14(a)
in an aggregate amount equal to such Net Asset Sale 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)                                 Insurance/Condemnation
Proceeds.  No later than the first
Business Day following the date of receipt by the Borrower or any of its
Subsidiaries, or the Collateral Agent, as loss payee, of any Net
Insurance/Condemnation Proceeds with respect to Fixed Asset Collateral, the
Borrower shall prepay the Loans as set forth in Sections 2.14(a) in an
aggregate amount equal to such Net Insurance/Condemnation 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 such Net Insurance/Condemnation 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 Insurance/Condemnation Proceeds.


(c)                                  [Reserved].


(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 (other than with respect to any Indebtedness permitted to be
incurred pursuant to Section 6.1 (including, without limitation, New Term Loans
incurred under this Agreement)), the Borrower shall prepay the Loans as set
forth in Sections 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.


(e)                                  Consolidated
Excess Cash Flow.  In the event that
there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing
with Fiscal Year ended January 31, 2009), the Borrower shall, no later than
ninety days after the end of such Fiscal Year, prepay the Loans as set forth in
Section 2.14 in an aggregate amount equal to 50% of such Consolidated Excess
Cash Flow; provided that during any period in which the Total Leverage
Ratio (determined for any such period by reference to the Compliance
Certificate delivered pursuant to Section 5.1(c) calculating the Total Leverage
Ratio as of the last day of such Fiscal Year) (A) shall be 4.75:1.00 or less,
the Borrower shall only be required to make such prepayment otherwise required
hereby in an amount equal to 25% of such Consolidated Excess Cash Flow and (B)
shall be 3.50:1.00 or less, the Borrower shall not be required to make such
prepayment otherwise required hereby.


(f)                                    Prepayment
Certificate.  Concurrently with any
prepayment of the Loans pursuant to Sections 2.13(a) through (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.



 43















2.14                           Application
of Prepayments.


(a)                                  Subject to the
provisions of Section 2.15(i), any prepayments made by the Borrower required to
be applied in accordance with this clause (a) shall be applied, other than in
respect of prepayments made with the Net Asset Sale Proceeds and/or Net
Insurance/Condemnation Proceeds in respect of which the Borrower shall have
notified the Administrative Agent in writing (each such notice, a “Reinvestment Notice”) of its intent to
reinvest such Net Asset Sale Proceeds and/or Net Insurance/Condemnation
Proceeds, as applicable, in accordance with Section 2.13(a) or (b), as
applicable, 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 first, in direct order of maturities, to any Installment that is due
within the next four Fiscal Quarters after the date of such prepayment and
second, on a pro rata basis to the other Installments then remaining.  Notwithstanding anything in this clause (a)
to the contrary, if the Borrower shall have delivered a Reinvestment Notice
with respect to any of the events which would otherwise give rise to a
mandatory prepayment of the Loans pursuant to clause (a) or (b) of Section 2.13
(each, a “Reinvestment Event”),  the Borrower shall be required to make a
prepayment of the Loans in an amount equal to the amount that would be required
to so prepay the Loans less any amounts reinvested as provided in such clause
(a) or (b), as applicable, on the expiration of the reinvestment period described
in such clause (a) or (b), as applicable


(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.



 44
 









(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 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 and any proceeds of Collateral after the
occurrence and during the continuance of an Event of Default and agrees that,
subject to the Intercreditor Agreement, 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, deliver a
Blockage Notice to each Deposit Account Bank for each Approved Deposit Account
and apply all payments in respect of any Obligations and all funds on deposit
in any Cash Collateral Account and all other proceeds of Collateral in the
following order:


(i)                                     first, to pay any Secured Party Expenses then due to the
Administrative Agent under the Credit Documents;


(ii)                                  second, to pay any Secured Party Expenses then due to the
other Secured Parties under the Credit Documents on a ratable basis;


(iii)                               third, to pay Obligations in respect of any fees then due to
the Facility Agents and the Lenders;


(iv)                              fourth, ratably to pay interest due in respect of the Loans;


(v)                                 fifth, to pay or prepay principal amounts on the Loans, and
pay amounts owing in respect of Cash Management Obligations and Hedging
Agreements with respect to which proceeds of Collateral, ratably to the
aggregate principle amount of such loans or the obligations owing with respect
to such Cash Management Obligations and Hedging Agreements, as the case may be;


(vi)                              sixth, to pay any other Obligations; and



 45
 









(vii)                           seventh, 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 (vii) 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 (vii) 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, any Secured Party that is
not a Lender or by any other Person that is not a Lender.  The order of priority set forth in clauses
(i), (ii), (iii), (iv) and (v) 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.  Subject to the
Intercreditor Agreement, the Lenders hereby agree among themselves that, except
as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral,
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 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 



 46
 









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 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



 47
 









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 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) 



 48
 









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, the Collateral 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, the
Collateral Agent or such Lender, as the case may be) on behalf of and in the
name of the Administrative Agent, the Collateral Agent or such Lender; (iii) except to 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.



 49
 









(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, each Lender and the Collateral Agent, 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, the Collateral 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 or the Collateral
Agent (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 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



 50
 









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 Section 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 Sections 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 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 Sections 



 51
 









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                           [Reserved].


2.24                           Incremental Facilities.


(a)                                  The Borrower may by
written notice to the Facility Agents elect to request prior to the Term Loan
Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”  and the loans made pursuant thereto, the “New Term Loans”), by an amount not in
excess of $200,000,000 in the aggregate and not less than $25,000,000
individually (or such lesser amount which shall be approved by the
Administrative Agent) and integral multiples of $1,000,000 in excess of that
amount; provided that the Borrower shall make no more than six (6) such
requests prior to the Term Loan Maturity Date. 
Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the
Borrower proposes that the New Term Loan Commitments shall be effective, which
shall be a date not less than 10 Business Days after the date on which such
notice is delivered to the Administrative Agent and (B) the identity of each
Lender or other Person that is an Eligible Assignee (each, a “New Lender”)  to whom the Borrower proposes any portion of such New Term
Loan Commitments be allocated and the amounts of such allocations; provided
that any Lender approached to provide all or a portion of the New Term Loan
Commitments may elect or decline, in its sole discretion, to provide a New Term
Loan Commitment.  Such New Term Loan
Commitments shall become effective, and such New Term Loans shall be made to
the Borrower, as of such Increased Amount Date; provided that (1) no
Default or Event of Default shall exist on such Increased Amount Date before or
after giving effect to such New Term Loan Commitments; (2) the maturity date of
the New Term Loans shall be no earlier than the Term Loan Maturity Date; (3)
the New Term Loans shall not amortize earlier or in greater percentages than
the Initial Term Loans; (4) in the event that the Applicable Margin (at each
level), on a yield-to-maturity basis, together with any original issue discount
and upfront fees (the “Applicable Yield”)
for the New Term Loans is greater than the Applicable Yield for the Initial
Term Loans by more than 50 basis points, then the Applicable Margin for the
Initial Term Loans shall be increased to the extent necessary such that the
Applicable Margin for the Initial Term Loans plus 0.50% per annum shall be
equal to the Applicable Yield for the New Term Loans; (5) after giving pro forma effect to the making of the New Term Loans, the
Senior Secured Leverage Ratio shall be less than 0.25:1.00 below the level required
to be in compliance with the covenant in Section 6.16; (6) the other terms of
the New Term Loans, if different from the Initial Term Loans, shall be
reasonably acceptable to the Administrative Agent; (7) the New Term Loans
established pursuant to this Section 2.24 shall be entitled to all the benefits
afforded by this Agreement and the other Credit Documents, and shall, without
limiting the foregoing, benefit equally and ratably from the Guarantees and
security interests created by the Collateral 



 52
 









Documents; (8) the Credit Parties shall take any actions reasonably
required by the Administrative Agent to ensure and/or demonstrate that the
Liens and security interests granted by the Collateral Documents continue to be
perfected under the UCC or otherwise after giving effect to the establishment
of any New Term Loan Commitments, the New Term Loan Commitments shall be
effected pursuant to one or more Joinder Agreements executed and delivered by
the Borrower and the Administrative Agent, and each of which shall be recorded
in the Register and shall be subject to the requirements set forth in Section
2.19(c); (9) the Borrower shall make any payments required pursuant to Section
2.17(d) in connection with the New Term Loans; and (10) the Borrower shall
deliver or cause to be delivered any legal opinions or other documents
reasonably requested by the Administrative Agent in connection with any such
transaction.’


(b)                                 On any Increased
Amount Date on which any New Term Loan Commitments are effective, subject to
the satisfaction of the foregoing terms and conditions, (i) each applicable New
Lender shall make a New Term Loan to the Borrower in an amount equal to its applicable
Loan Commitment, and (ii) each New Lender shall become a Lender hereunder with
respect to its New Term Loans.


(c)                                  The Administrative
Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of
each Increased Amount Date and in respect thereof the New Term Loans.


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:


(a)                                  Credit
Documents.  Subject to Section
5.15(a), 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 



 53
 









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
Administrative Agent, 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)                                    Bridge
Loans.  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 Bridge Loan Agreement) shall have occurred and the Borrower shall have
received gross cash proceeds from the extensions of credit under the Bridge
Loan Agreement of not less than $465,000,000.


(g)                                 Refinancing;
Indebtedness.


(i)                                     The
Refinancing shall have been consummated and all liens in favor of the existing
lenders thereof shall have been released, in each case, 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; and the
Administrative Agent shall have received such UCC termination statements,
mortgage releases, releases of assignments of leases and rents, releases of
security interests in Intellectual Property and other instruments, in each case
in proper form for recording, as the Administrative Agent shall have reasonably
requested to release and terminate of record the Liens securing such debt.


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


(h)                                 Real
Estate Assets.  In order to create in
favor of the Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected First
Priority security interest (subject to the Intercreditor Agreement) in certain
Real Estate Assets, the Collateral Agent shall have received from the Borrower
and each applicable Guarantor:


(i)                                   fully
executed and notarized Mortgages, in proper form for recording in all
appropriate places in all applicable jurisdictions, encumbering each Real
Estate Asset listed on Schedule 8(a) to the Perfection Certificate dated
as of the Closing Date (each, a “Closing Date
Mortgaged Property”), together with such certificates, affidavits,
questionnaires or returns as shall be required in connection with the recording
or filing thereof to create a lien under applicable requirements of the
appropriate Governmental Authority, and such financing statements and any other
instruments necessary to grant a mortgage lien under the laws of the applicable
jurisdiction, all of which shall be in form and substance reasonably satisfactory
to Collateral Agent;



 54
 









(ii)                                opinions
of Armstrong Teasedale LLP, counsel to the Credit Parties in Illinois and
Nevada, and Cohen & Grigsby, counsel to the Credit Parties in Florida and
Pennsylvania, with respect to the enforceability of the Mortgages to be
recorded in such states and such other matters as the Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to the Collateral Agent;


(iii)                             (A)
ALTA mortgagee title insurance policies or unconditional commitments therefor
issued by one or more title companies reasonably satisfactory to the Collateral
Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), with liability amounts not
less than those set forth on Schedule 3.1(h) and with respect to each
After-Acquired Mortgaged Property, with liability amounts not less than the
amounts set forth on Schedule 3.1(h), together with a title report
issued by a title company with respect thereto, and copies of all recorded
documents listed as exceptions to title or otherwise referred to therein, each
in form and substance reasonably satisfactory to Collateral Agent, which Title
Policy shall, (1) to the extent necessary, include such reinsurance
arrangements (with provisions for direct access, if necessary) as shall be reasonably
acceptable to the Collateral Agent, (2) contain a “tie-in” or “cluster”
endorsement, if available under applicable law (i.e.,
policies that insure against losses regardless of location or allocated value
of the insured property up to the liability amount), (3) have been
supplemented by such endorsements (or where such endorsements are not
available, opinions of special counsel, architects or other professionals
reasonably acceptable to the Collateral Agent) as shall be reasonably requested
by the Collateral Agent (which endorsements may include matters relating to
usury, first loss, last dollar, zoning, contiguity, revolving credit, doing
business, non-imputation, public road access, survey, variable rate, environmental
lien, subdivision, mortgage recording tax, separate tax lot, revolving credit,
and so-called comprehensive coverage over covenants and restrictions), and
(4) contain no exceptions to title other than exceptions reasonably
acceptable to the Collateral Agent; and (B) with respect to each Closing Date
Mortgaged Property, such affidavits, certificates, information (including
financial data) and instruments of indemnification (including a so-called “gap”
indemnification) as shall be required to induce the title company to issue the
Title Policy/ies and endorsements contemplated above; and (C) evidence
satisfactory to the Collateral Agent that such Credit Party has paid to the
title company or to the appropriate Government Authorities all expenses and
premiums of the title company and all other sums required in connection with
the issuance of each Title Policy and all recording and stamp taxes (including
mortgage recording and intangible taxes) payable in connection with recording
the Mortgages for each Closing Date Mortgaged Property in the appropriate real
estate records;


(iv)                              a
completed Federal Emergency Management Agency standard Flood Hazard
Determination with respect to each Closing Date Mortgaged Property and evidence
of flood insurance with respect to each Flood Hazard Property that is located
in a community that participates in the National Flood Insurance Program, in
each case in compliance with any applicable regulations of the Board of
Governors, in form and substance reasonably satisfactory to the Collateral
Agent;


(v)                                 ALTA
surveys of all Closing Date Mortgaged Properties, as may be reasonably required
by the Collateral Agent, certified to the Collateral Agent and dated not more
than thirty days prior to the Closing Date;



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(vi)                              with
respect to each Closing Date Mortgaged Property, such consents, approvals,
amendments, supplements, estoppels, tenant subordination agreements or other
instruments (including, without limitation, Collateral Access Agreements and
Memoranda of Leases) as necessary to consummate the transactions or as shall
reasonably be deemed necessary by the Collateral Agent in order for the owner
or holder of the fee or leasehold interest constituting such Closing Date
Mortgaged Property to grant the Lien contemplated by the Mortgage with respect
to such Closing Date Mortgaged Property


(vii)                           with
respect to each Closing Date Mortgaged Property, copies of all leases in which
Borrower or any Subsidiary holds the lessor’s interest or other agreements
relating to possessory interests, if any. 
To the extent any of the foregoing affect any Closing Date Mortgaged
Property, such agreement shall be subordinate to the Lien of the Mortgage to be
recorded against such Mortgaged Property, either expressly by its terms or
pursuant to a subordination, non-disturbance and attornment agreement, and
shall otherwise be acceptable to the Collateral Agent; and


(viii)                        with
respect to each Closing Date Mortgaged Property, each Company shall have made
all notifications, registrations and filings, to the extent required by, and in
accordance with, all Governmental Authorizations applicable to such Closing
Date Mortgaged Property.


provided,
that to the extent the Borrower or the applicable Guarantor is unable to
deliver to the Collateral Agent on the Closing Date, after using commercially
reasonable efforts to do so, any of the foregoing with respect to any Closing
Date Mortgaged Property, such Credit Party may deliver such documents or other
items to the Collateral Agent within 60 days of the Closing Date.


(i)                                     Personal
Property Collateral.  In order to
create in favor of Collateral Agent, for the benefit of Secured Parties, a
valid, perfected First Priority security interest (subject to the Intercreditor
Agreement) in the personal property Current Asset Collateral, the Collateral
Agent shall have received:


(i)                                    evidence
satisfactory to the Collateral Agent of the compliance by each Credit Party of
its obligations under the Pledge and Security Agreement and the other
Collateral Documents (including, without limitation, its obligation to
authenticate and deliver UCC financing statements and to execute (as applicable)
and deliver originals of securities, instruments and chattel paper and any
Intellectual Property Security Agreements, Deposit Account Control Agreements
and Control Agreements as provided therein);


(ii)                                 a
completed Perfection Certificate dated the Closing Date and executed by an
Authorized Officer of each Credit Party, together with all attachments contemplated
thereby, including (A) the results of a recent search, by a Person satisfactory
to Collateral Agent, of all effective UCC financing statements (or equivalent
filings) made with respect to any personal or mixed property of any Credit
Party in the jurisdictions specified in the Perfection Certificate, together
with copies of all such filings disclosed by such search, and (B) UCC
termination statements (or similar documents) duly executed by all applicable
Persons for filing in all applicable jurisdictions as may be necessary to
terminate any effective UCC financing statements (or equivalent filings)
disclosed in such search (other than any such financing statements in respect
of Permitted Liens); and



 56















(iii)                               opinions
of counsel (which counsel shall be reasonably satisfactory to Collateral Agent)
with respect to the creation and perfection of the security interests in favor
of the Collateral Agent in such Collateral and such other matters governed by
the laws of each jurisdiction in which any Credit Party is organized, as the
Collateral Agent may reasonably request, in each case in form and substance
reasonably satisfactory to the Collateral Agent.


(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)                                  Evidence
of Insurance.  The Collateral Agent
shall have received a certificate from the Borrower’s insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect, together with endorsements
naming the Collateral Agent, for the benefit of Secured Parties, as additional
insured and loss payee or mortgagee, as applicable, thereunder to the extent
required under Section 5.5.


(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
Illinois and Nevada , (iii) Cohen & Grigsby, counsel to the Credit Parties
in Florida and 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 Agents the fees payable on the Closing Date
referred to in Section 2.10.


(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.



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(q)                                 [Reserved].


(r)                                    [Reserved]


(s)                                  Vendors.  The Administrative Agent shall have received
an officer’s certificate of an Authorized Officer of each applicable Credit
Party, certifying that (i) all Vendors as of the Closing Date are listed on Schedule
3.1(s), and (ii) as to each such Vendor which has a Lien on any Inventory
which is included or proposed to be included in the Borrowing Base as Eligible
Inventory (as defined in the Revolving Credit Agreement), that (A) attached
thereto are true, correct and complete copies of all applicable Vendor
Agreements between such Credit Party and such Vendor, and (B) all such Vendor
Agreements are in full force and effect.


(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.


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 



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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.


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 any of
the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties
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 except for
filings and recordings with respect to the Collateral to be made, or otherwise
delivered to the Collateral Agent for filing and/or recordation, 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 



 59
 









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.


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.


(a)                                  Title.  Each of the Borrower and its Subsidiaries has
(i) good, marketable title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real
or personal property), and (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
their respective Historical Financial Statements referred to in Section 4.7 and
in the most recent financial statements delivered pursuant to Section 5.1, in
each case, 



 60
 









except for assets disposed of (or in the case of leasehold interests,
where leases have expired) since the date of such financial statements in the
ordinary course of business or as otherwise permitted under Section 6.8.  Except as permitted by Section 6.2 of this
Agreement, all such properties and assets are free and clear of Liens.


(b)                                 Real Estate.


(i)                                     Schedules 8(a)
and 8(b) to the Perfection Certificate dated the Closing Date contain a
true and complete list of each interest in all Real Estate Assets
(i) owned by any Credit Party as of the date hereof and describes the type
of interest therein held by such Credit Party and whether such owned Real
Estate Asset is leased by any Credit Party to any Person and if leased by any
Credit Party to any Person whether the underlying lease contains any option to
purchase all or any portion of such Real Estate Asset or any interest therein
or contains any right of first refusal relating to any sale of such Real Estate
Asset or any portion thereof or interest therein and (ii) Real Estate
Assets leased, subleased or otherwise occupied or utilized by any Credit
Party, as lessee, sublessee, franchisee or licensee, as of the date hereof and
describes the type of interest therein held by such Credit Party and, in each
of the cases described in clauses (i) and (ii) of this Section 4.13(b)(i),
whether any lease requires the consent of the landlord or tenant thereunder, or
other party thereto, to the transactions. 
Each agreement listed of the type described in clause (B) of the immediately
preceding sentence is in full force and effect and none of the Credit Parties
has knowledge of any default that has occurred and is continuing thereunder,
and each such agreement constitutes the legally valid and binding obligation of
each applicable Credit Party, enforceable against such Credit Party in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles.


(ii)                                  No Mortgaged Property
is located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.


(iii)                               No portion of any Real
Estate Asset of any Credit Party or any of its Subsidiaries has suffered any
material damage by fire or other casualty loss that has not heretofore been completely
repaired and restored to its original condition.  No portion of any Real Estate Asset of any
Credit Party or any of its Subsidiaries is located in a special flood hazard
area as designated by any federal Governmental Authority.


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, 



 61
 









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 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 



 62
 









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 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                           Status as Senior Debt. 
The Loans and other Obligations of the Borrower constitute senior
Indebtedness of the Borrower ranking at least pari
passu in right of payment with all other unsecured Indebtedness of
the Borrower.


4.23                           Disclosure.  The
confidential information memorandum dated June 2007 and all other 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 



 63
 









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                           Perfection of Security Interests.


(a)                                  Pledge and
Security Agreement.  The Pledge and
Security Agreement is effective to create in favor of the Collateral Agent for
the benefit of the Secured Parties, legal, valid and enforceable Liens on, and
security interests in, the Pledge and Security Agreement Collateral and, when
(i) financing statements and other filings in appropriate form are filed
in the offices specified on Schedule 7 to the Perfection Certificate
and (ii) upon the taking of possession or control by the Collateral Agent
of the Pledge and Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Pledge and Security
Agreement), the Liens created by the Pledge and Security Agreement shall
constitute fully perfected Liens on, and security interests in, all right,
title and interest of the grantors in the Pledge and Security Agreement
Collateral (other than such Pledge and Security Agreement Collateral in which a
security interest cannot be perfected under the UCC as in effect at the
relevant time in the relevant jurisdiction), in each case subject to no Liens
other than Permitted Liens.


(b)                                 PTO Filing;
Copyright Office Filing.  When the
Pledge and Security Agreement or a short form thereof is filed in the United
States Patent and Trademark Office and the United States Copyright Office, the
Liens created by such Pledge and Security Agreement shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the grantors thereunder in Patents (as defined in the Pledge and Security
Agreement) registered or applied for with the United States Patent and
Trademark Office or Copyrights (as defined in such Pledge and Security
Agreement) registered or applied for with the United States Copyright Office,
as the case may be, in each case subject to no Liens other than Permitted
Liens.


(c)                                  Mortgages.  Each Mortgage is effective to create, in
favor of the Collateral Agent, for its benefit and the benefit of the Secured
Parties, legal, valid and enforceable First Priority Liens on, and security
interests in, all of the Credit Parties’ right, title and interest in and to
the Mortgaged Properties thereunder and the proceeds thereof, subject only to
Permitted Liens or other Liens acceptable to the Collateral Agent, and when the
Mortgages are filed in the offices specified on Schedule 8(a) to
the Perfection Certificate dated the Closing Date (or, in the case of any
Mortgage executed and delivered after the date thereof in accordance with the
provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the
offices specified in the local counsel opinion delivered with respect thereto
in accordance with the provisions of Sections 5.11 and 5.12), the
Mortgages shall constitute fully perfected Liens on, and security interests in,
all right, title and interest of the Credit Parties in the Mortgaged Properties
and the proceeds thereof, in each case prior and superior in right to any other
person, other than Liens permitted by such Mortgage.


(d)                                 Valid Liens.  Each Collateral Document delivered pursuant
to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be
effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, legal, valid and enforceable Liens on, and security interests
in, all of the Credit Parties’ right, title and interest in and to the
Collateral thereunder, and (i) when all appropriate filings 



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or recordings are made in the appropriate offices as may be required
under applicable law and (ii) upon the taking of possession or control by
the Collateral Agent of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or
control shall be given to the Collateral Agent to the extent required by any
Collateral Document), such Collateral Document will constitute fully perfected
Liens on, and security interests in, all right, title and interest of the
Credit Parties in such Collateral, in each case subject to no Liens other than
the applicable Permitted Liens.


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 



 65
 









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.


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)                                  Compliance
Certificate.  Together with each
delivery of financial statements of the Borrower and its Subsidiaries pursuant
to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance
Certificate;


(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 



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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 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, and  (ii) forecasted consolidated
statements of income and cash flows of the Borrower and its Subsidiaries



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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];


(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 at any Real Estate Asset or 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 



 68
 









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)                               Information
Regarding Collateral.  The Borrower
will furnish to the Collateral Agent prompt written notice of any change (i) in
any Credit Party’s corporate name, (ii) in any Credit Party’s identity or
corporate structure or (iii) in any Credit Party’s Federal Taxpayer Identification
Number.  The Borrower agrees not to
effect or permit any change referred to in the preceding sentence except in
compliance with Section 4.1(b) of the Security Agreement.  The Borrower also agrees promptly to notify
Collateral Agent if any material portion of the Collateral is damaged or destroyed;


(n)                                 Annual
Collateral Verification.  Each year,
at the time of delivery of annual financial statements with respect to the
preceding Fiscal Year pursuant to Section 5.1(b), the Borrower shall deliver to
Collateral Agent a certificate of its Authorized Officer (i) either confirming
that there has been no change in such information since the date of the
Perfection Certificate delivered on the Closing Date or the date of the most
recent certificate delivered pursuant to this Section and/or identifying such
changes (ii) certifying that all Uniform Commercial Code financing statements
(including fixtures filings, as applicable) or other appropriate filings,
recordings or registrations, have been filed of record in each governmental,
municipal or other appropriate office in each jurisdiction identified pursuant
to clause (i) above to the extent necessary to protect and perfect the security
interests under the Collateral Documents for a period of not less than 18
months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period);


(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 



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Collateral Agent or any other
Revolving Credit Facility Secured Party pursuant to the Revolving Credit
Documents and (2) the administrative agent under the Bridge Loan Agreement 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, the Collateral 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 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.



 70















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.  Without
limiting the generality of the foregoing, the Borrower will maintain or cause
to be maintained (a) flood insurance with respect to each Flood Hazard Property
that is located in a community that participates in the National Flood Insurance
Program, in each case in compliance with any applicable regulations of the
Board of Governors of the Federal Reserve System, and (b) replacement value
casualty insurance on the Collateral under such policies of insurance, with
such insurance companies, in such amounts, with such deductibles, and covering
such risks as are at all times carried or maintained under similar
circumstances by Persons of established reputation engaged in similar
businesses.  Each such policy of
insurance shall (i) name Collateral Agent, on behalf of Secured Parties as an
additional insured thereunder as its interests may appear and (ii) in the case
of each casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to the Collateral Agent, that
names the Collateral Agent, on behalf of Lenders, as the loss payee thereunder
and provides for at least thirty days’ prior written notice to the Collateral
Agent of any modification or cancellation of such policy.


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].


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 



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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 a Grantor under the Pledge and
Security Agreement by executing and delivering to the Administrative Agent and
the Collateral Agent a Counterpart Agreement, and (b) take all such actions and
execute and deliver, or cause to be executed and delivered, Environmental Reports
(to the extent required by the Collateral Agent) and all such documents,
instruments, agreements, and certificates as are similar to those described in
Sections 3.1(b), 3.1(h) and 3.1(i). 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 Sections
3.1(b), and the Borrower shall take, or shall cause such Guarantor to take, all
of the actions referred to in Section 3.1(i) that are necessary to grant and to
perfect a First Priority Lien (in the case of the Fixed Asset Collateral) and
Second Priority Lien (in the case of the Current Asset Collateral) in favor of
Collateral Agent, for the benefit of Secured Parties, under and to the extent
required by the Pledge and Security Agreement in such ownership interests,
subject to the Intercreditor Agreement. 
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                           Additional
Material Real Estate Assets.  In the
event that any Credit Party owns or acquires a Material Real Estate Asset and
such interest has not otherwise been made subject to the Lien of the Collateral
Documents in favor of Collateral Agent, for the benefit of Secured Parties,
then such Credit Party shall promptly take all such actions and execute and
deliver, or cause to be executed and delivered, all such mortgages, documents,
instruments, agreements, opinions and certificates similar to those described
in Sections 3.1(h) and 3.1(i) with respect to each such Material Real Estate
Asset (each, an “After-Acquired Mortgaged
Property”) that Collateral Agent shall reasonably request to create
in favor of Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected Second
Priority security interest in such Material Real Estate Assets subject to the
Intercreditor Agreement.  In the event
that the existing mortgage in favor of Wachovia Bank N.A. encumbering the
property at 4250 Coral Ridge Dr., Coral Springs, Florida is released more than
six months prior to the Term Loan Maturity Date, the Borrower covenants to
cause to be granted in favor the Collateral Agent, for the benefit of the
Secured Parties a mortgage with respect to such property and to cause to be
executed and delivered within 30 days of such event all such mortgages, documents,
instruments, agreements, opinions and certificates similar to those described
in Section 3.1(h) with respect to such property.  In addition to the foregoing, the Borrower
shall, at the request of the Collateral Agent or the Requisite Lenders, deliver,
from time to time, to the Administrative Agent such appraisals as are required
by law or regulation of Real Estate Assets with respect to which Collateral
Agent has been granted a Lien.


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 or the
Collateral Agent 



 72
 









may reasonably request in order
to effect fully the purposes of the Credit Documents.  In furtherance and not in limitation of the
foregoing, each Credit Party shall take such actions as the Administrative
Agent or the Collateral Agent may reasonably request from time to time to
ensure that the Obligations are guarantied by the Guarantors and are secured by
substantially all of the assets of the Borrower and its Subsidiaries and by all
of the outstanding Capital Stock of the Borrower and the other Subsidiaries
(subject to limitations contained in the Credit Documents with respect to
Foreign Subsidiaries).


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                           Cash
Management.


(a)                                  Approved
Deposit Accounts.


(i)                                     Within
thirty (30) days after the Closing Date (provided that in the case of
Enthusiast Media and its Subsidiaries, such time period shall be within ninety
(90) days after the Closing Date)(or such longer period as the Agents may
agree), Borrower shall and shall cause each of its Subsidiaries to (i)
establish and maintain cash management services of a type and on terms
satisfactory to the Administrative Agent, and shall request in writing and
otherwise take such reasonable steps to ensure that all of their and their Subsidiaries’
Account Debtors forward payment of the amounts owed by them directly to such
accounts, or to Borrower for deposit in accordance with Section 5.15(a)(ii),
and (ii) deposit or cause to be deposited promptly, and in any event no later
than the first Business Day after the date of receipt thereof, all of their
Collections (including those sent directly by their Account Debtors to an Approved
Deposit Account) into an Approved Deposit Account listed on Schedule 5.15(a)
(such schedule to be delivered to the Administrative Agent on or before the
thirtieth (30th) day (or 90th day in the case of Enthusiast Media and its
Subsidiaries) after the Closing Date or such later date as the Administrative
Agent may agree in its sole discretion). 
Within thirty (30) days after the Closing Date (provided that in
the case of Enthusiast Media and its Subsidiaries, such time period shall be
within ninety (90) days after the Closing Date)(or such longer period as the
Agents may agree), Borrower shall and shall cause each other Credit Party to
enter into a Deposit Account Control Agreement, reasonably satisfactory to the
Administrative Agent, with respect to each Approved Deposit Account listed on Schedule
5.15(a).  The Approved Deposit Accounts
shall be cash collateral accounts, with all cash, checks and similar items of
payment in such accounts securing payment of the Obligations, and in which
Borrower hereby grants a First Priority Lien to Collateral Agent.  So long as no Liquidity Event Period (as
defined in the Revolving Credit Agreement) has occurred and is continuing, the
Credit Parties may direct, and shall have sole control over, the manner of
disposition of funds in the an Approved Deposit Accounts.


(ii)                                  The
Credit Parties may not establish or maintain any Deposit Account (other than
Closed Accounts) other than with a Deposit Account Bank; provided, however,
that each Credit Party may (x) maintain payroll, withholding tax and other
fiduciary accounts, (y) maintain an account relating to earnout obligations
with minority stockholders of Automotive.com, and (z) maintain other accounts
as long as the aggregate balance for all such Credit Parties in all such accounts
does not exceed $5,000,000 at any time.


(iii)                               The
Credit Parties may close Approved Deposit Accounts and/or open Approved Deposit
Accounts, subject to the execution and delivery to the Collateral Agent of
appropriate Deposit Account Control Agreements (except with respect to any
payroll, trust, and tax withholding accounts or unless expressly waived by the
Collateral Agent) consistent with the provisions of this Section 5.15 and
otherwise reasonably satisfactory to the Collateral Agent.  The Credit Parties shall furnish the
Collateral Agent with 



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prior written
notice of its intention to open or close an Approved Deposit Account and the
Collateral Agent shall promptly notify the Borrower as to whether the
Collateral Agent shall require a Deposit Account Control Agreement with such
Deposit Account Bank.  In the event (i)
any Credit Party or any Deposit Account Bank shall, after the date hereof,
terminate an agreement with respect to the maintenance of an Approved Deposit
Account for any reason, (ii) any Agent shall demand such termination as a
result of the failure of a Deposit Account Bank to comply with the terms of the
applicable Deposit Account Control Agreement or (iii) any Agent determines in
its sole discretion that the financial condition of a Deposit Account Bank has
materially deteriorated, each Credit Party shall notify all of its respective
obligors that were making payments to such terminated Approved Deposit Account
to make all future payments to another Approved Deposit Account.


(b)                                 [Reserved].


(c)                                  Securities
Accounts.


(i)                                     The
Credit Parties may not establish or maintain any Securities Account that is not
a Control Account.


(ii)                                  In
the event (A) any Credit Party or any Approved Securities Intermediary shall,
after the date hereof, terminate an agreement with respect to the maintenance
of a Control Account for any reason, (B) any Agent shall demand such
termination as a result of the failure of an Approved Securities Intermediary
to comply with the terms of the applicable Securities Account Control Agreement
or (C) any Agent determines in its sole discretion that the financial condition
of an Approved Securities Intermediary has materially deteriorated, each Credit
Party shall notify all of its obligors that were making payments to such
terminated Securities Account Control Account to make all future payments to
another Securities Account Control Account.


(d)                                 The
requirements of this Section 5.15 shall not apply to any Foreign Subsidiary.


5.16                           Interest Rate Protection.


(a)                                  No
later than the 180th day after the Closing Date, the Borrower shall enter into,
and for a minimum of three years thereafter maintain, Hedge Agreements with
terms and conditions acceptable to the Administrative Agent that result in at
least 50% of the aggregate principal amount of Loans, Bridge Loans and
Permanent Financing being effectively subject to a fixed or maximum interest
rate acceptable to the Administrative Agent.


5.17                                          Post
Closing Collateral Matters.


(a)                                  To
the extent such items have not been delivered as of the Closing Date, Borrower
shall complete the items contained on Schedule 5.17 to the satisfaction of the
Collateral Agent within the time period specified on Schedule 5.17.


SECTION 6.                                      NEGATIVE
COVENANTS


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



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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, (x) in the case of (ii), all such
Indebtedness shall be evidenced by promissory notes and all such notes shall be
pledged pursuant to the Pledge and Security Agreement, and (y) 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;


(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 the Revolving Credit Agreement in an aggregate principal amount not to
exceed the sum of $300,000,000, subject to the Intercreditor Agreement (plus
any 



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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;


(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)                               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 and the covenant set forth in
Section 6.16 after giving effect to such incurrence of Indebtedness.


(n)                                 Indebtedness
evidenced by the Bridge Loans and Indebtedness under the Permanent Financing
and, in each case, any Permitted Refinancing thereof; 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
in favor of the Collateral Agent for the benefit of the Secured Parties granted
pursuant to any Credit Document;


(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, 



 76
 









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), so long
as no foreclosure, sale or similar proceedings have been commenced with respect
to any portion of the Collateral on account thereof;


(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 materially impair the value
or marketability of any Real Estate Asset or (iii) 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
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, solely with respect to Mortgaged
Properties on a title report, in form and substance reasonably satisfactory to
the Collateral Agent, delivered in connection with any Mortgaged Property;


(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 permitted pursuant to Section 6.1(j), Indebtedness in
respect of Cash Management Obligations and Obligations under Hedge Agreements
permitted to be secured by the Collateral under and in accordance with the
Revolving Credit Documents; provided, that such Liens shall be subject
at all times to the terms of the Intercreditor Agreement;



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(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)                                 (i)
Vendor Liens existing on the Closing Date; and (ii) Vendor Liens arising after
the Closing Date which are subject to a Vendor Intercreditor Agreement; and


(p)                                 other
Liens on assets other than the Fixed Asset Collateral securing Indebtedness in
an aggregate amount not to exceed $15,000,000 at any time outstanding;


provided
however, in the case of any Mortgaged Property, only those Liens
described in clauses (a), (b), (c), (e), (f), (k) and (m) shall be permitted.


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 Sections 5.11 and 5.12 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 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 



 78
 









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 Bridge 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; provided, that to the extent such Investments
are held by a Borrower or a Guarantor, such Investments shall be maintained in
an Approved Deposit Account or Control Account to the extent required by
Section 5.15;


(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



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(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.


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 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 and its Lien or its Collateral
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), (y) no
less than 75% thereof shall be paid in Cash and (z) in the case of an Asset
Sale of Fixed Asset Collateral, the Net Asset Sale Proceeds thereof shall be
applied as required by Section 2.14(a);


(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
$100,000,000 in the aggregate in any Fiscal Year;  provided (x) not more $25,000,000 of Acquisition
Consideration, in the aggregate in any Fiscal Year shall be permitted to be
used to acquire 



 80
 









Persons that,
once acquired, would constitute non-Credit Parties, (y) the Credit Parties
shall have complied with the requirements of Sections 5.11, 5.12 and 5.14
within 30 days after the consummation of such Permitted Acquisition and
(z) that on a pro forma basis for such Permitted Acquisition, the Borrower
shall be in compliance with the covenant set forth in Section 6.16;


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


(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 to the Collateral Agent and, subject to the Intercreditor Agreement,
the Revolving Credit Facility Collateral Agent.


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 



 81
 









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                           Conduct
of Business.  From and after the
Closing Date, no Credit Party shall, nor shall it permit any of its
Subsidiaries to, engage in any business or lines of business other than those
reasonably related to the businesses or lines of business engaged in by the
Credit Parties on the Closing Date.


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.  All Capital Stock issued in accordance with
this Section 6.13 shall, to the extent required by Sections 5.11 and
5.12 or the Pledge and Security Agreement or if such Capital Stock is issued by
the Borrower, be delivered to the Collateral Agent for pledge pursuant to the
applicable Security Agreement.


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


(a)                                  make
(or give any notice in respect thereof) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of, or any prepayment or
redemption as a result of any asset sale, change of control or similar event
of, any Indebtedness outstanding under the Bridge Loans, any Indebtedness
constituting a Permanent Financing or any other subordinated Indebtedness or
repayment of Bridge Loans prior to the Final Maturity Date (as defined in the
Bridge Loan Documents), except the prepayment or repayment of the Bridge Loans
pursuant to a Permanent Financing;


(b)                                 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 Revolving Credit Document, which may be amended or modified in
accordance with the Intercreditor Agreement) in any manner that is adverse in
any material respect to the interests of the Lenders; and


(c)                                  terminate,
amend or modify any of its Organizational Documents (including (x) by the
filing or modification of any certificate of designation and (y) any election
to treat any Pledged Securities (as defined in the Pledge and Security
Agreement) as a “security” under Section 8-103 of the UCC other than concurrently
with the delivery of certificates representing such Pledged Securities to the
Collateral Agent) or any agreement to which it is a party with respect to its
Capital Stock (including any stockholders’ agreement), or enter into any new
agreement with respect to its Capital Stock, other than any such amendments or
modifications or such new agreements which are not adverse in any material
respect to the interests of the Lenders and terminations, amendments or
modifications of Organizational Documents in connection with transactions
permitted by Section 6.8(a); 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.



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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.


6.16                           Financial
Covenant.  At the end of each Fiscal
Quarter ending on any date set forth below, permit the Senior Secured Leverage
Ratio, based on the trailing twelve months ending as of such date, to be
greater than the ratio set forth below opposite such date: 


	
  Period

  	
   

  	
  Senior Secured Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  October 31, 2007

  	
   

  	
  5.50:1.0

  
	
  January 31, 2008

  	
   

  	
  5.50:1.0

  
	
  April 30, 2008

  	
   

  	
  5.50:1.0

  
	
  July 31, 2008

  	
   

  	
  5.50:1.0

  
	
  October 31, 2008

  	
   

  	
  5.50:1.0

  
	
  January 31, 2009

  	
   

  	
  5.50:1.0

  
	
  April 30, 2009

  	
   

  	
  5.50:1.0

  
	
  July 31, 2009

  	
   

  	
  5.25:1.0

  
	
  October 31, 2009

  	
   

  	
  5.25:1.0

  
	
  January 31, 2010

  	
   

  	
  5.00:1.0

  
	
  April 30, 2010

  	
   

  	
  5.00:1.0

  
	
  July 31, 2010

  	
   

  	
  4.75:1.0

  
	
  October 31, 2010

  	
   

  	
  4.75:1.0

  
	
  January 31, 2011
  and thereafter.

  	
   

  	
  4.50:1.0

  



 


SECTION 7.                                      GUARANTY


7.1                                 Guaranty
of the Obligations.  Subject to the
provisions of Section 7.2, 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 Secured Parties, 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.


7.2                                 Limitation
of Guaranty.  Any term or provision
of this Section 7 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 or any other Credit
Document, as it relates to such 



 83
 









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) or (iii) 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 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 Secured Party 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 foregoing, if any Secured Party 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 



 84
 









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
Secured Party, 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 Secured Party 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 Secured Party may have against any
such security, in each case as such Secured Party 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 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, 



 85
 









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 Secured Party might have elected to
apply such payment to any part or all of the Guaranteed Obligations;
(v) any Secured Party’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 Secured Party
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 Secured Parties:  (a) any right to
require any Secured Party, 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 Secured Party in
favor of the Borrower or any other Person, or (iv) pursue any other remedy in
the power of any Secured Party 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 Secured Party’s errors or omissions
in the administration of the Guaranteed Obligations, except behavior by such
Secured Party 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 Secured Party
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 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.


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, 



 86
 









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 Secured Party 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 Secured Party.  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 Secured
Party may have against the Borrower, to all right, title and interest any
Secured Party may have in any such collateral or security, and to any right any
Secured Party 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 Secured Parties and shall forthwith be paid
over to the Administrative Agent for the benefit of Secured Parties 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.  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 Secured Parties and shall forthwith be paid over to the
Administrative Agent for the benefit of Secured Parties 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 Secured Party 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 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 Secured
Party 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 



 87
 









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 Secured
Party to disclose any matter, fact or thing relating to the business,
operations or conditions of the Borrower now known or hereafter known by any
Secured Party.  In the event any Secured
Party, in its sole discretion, undertakes at any time or from time to time to
provide any such information to any Guarantor, such Secured Party 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 Secured
Party, 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 against any
Collateral under the Credit Documents 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 and regardless
of the acceptance of any Collateral for the payment hereof, appropriate and apply
toward the payment of the Guaranteed Obligations (a) any indebtedness due or to
become due from any Secured Party 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 Secured Party 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 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 Secured Parties 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,




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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 Secured Party 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 Secured Party in connection
with any judicial proceeding to enforce such Secured Party’s rights to payment
hereunder, security interest in or other rights to the Collateral 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
Secured Party 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 (including reimbursement of Secured Party
Expenses) within five Business Days after the date due; 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 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 



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or (iv) 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
Credit Party to perform or comply with any term or condition contained in
Section 2.5, clauses (e) or (h) of Section 5.1, Section 5.2 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 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 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 



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or any of its
Subsidiaries (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 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(j) prior to the date hereof; or


(k)                                  Guaranties,
Collateral Documents 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 or any Collateral Document ceases to be in full force and effect
(other than by reason of a release of Collateral in accordance with the terms
hereof or thereof or 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 Collateral Agent or any Secured Party to take any action
within its control;


(iii)                               the
Collateral Agent shall not have or shall cease to have a valid and perfected
Lien in any Collateral, having a value (in the aggregate for all such
Collateral) in excess of $5,000,000, purported to be covered by the Collateral
Documents with the priority 



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required by
the relevant Collateral Document, for any reason other than the failure of Collateral
Agent or any Secured Party to take any action within its control; or


(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; or


(l)                                     Change
of Control.  A Change of Control
shall occur;


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, (A) 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; and (B) the Administrative Agent may cause Collateral Agent to
enforce any and all Liens and security interests created pursuant to Collateral
Documents;


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 and Collateral Agent hereunder and under the
other Credit Documents and each Lender hereby authorizes CNAI to act as the
Administrative Agent and Collateral Agent in accordance with the terms hereof
and the other Credit Documents.  Each
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 Agents, 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 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 



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or duties whatsoever under this
Agreement or the other Credit Documents and shall incur no liability hereunder
or thereunder in such capacity.


(b)                                 Each
Lender hereby acknowledges the appointment of CNAI as the Collateral Agent, and
hereby authorizes the Collateral Agent to take such action as agent on its behalf
and to exercise all rights, powers and remedies that the Collateral Agent may
have under the Collateral Documents and the Intercreditor Agreement, including,
without limitation, incurring and paying such Secured Party Expenses as the Administrative
Agent or Collateral Agent may deem necessary or appropriate for the performance
and fulfillment of its functions and powers pursuant to the Credit Documents.


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 Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto.  Each
Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents.  Each Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or
employees.  No 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 Agent shall be responsible to any Lender for the execution,
effectiveness, genuineness, legality, validity, enforceability, collectability
or sufficiency of, or the attachment, perfection or priority of any lien
created or purported to be created under or in connection with this Agreement,
or any other Credit Document or 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 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 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 Agent nor any of its
officers, partners, directors, employees or agents shall be liable to Lenders
for any action taken or omitted by such Agent under or in connection with any
of the Credit Documents except to the extent caused by such 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 Agents 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 Agent shall be required to take any action that (i) such Agent in good
faith believes exposes it to personal liability unless such Agent receives an 



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indemnification satisfactory to
it from the Lenders with respect to such action or (ii) is contrary to this
Agreement, the Intercreditor Agreement or applicable law.  Each 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 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 Agent as a result of such 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 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 Agent makes any warranty or representation
to any Lender in connection with this Agreement or any other Credit Documents.


(c)                                  Delegation
of Duties.  Each 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 Agent. Each 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 Agents 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 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 an
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 Agent and not to any Credit Party, Lender, other Agent or any
other Person and no Credit Party, Lender, other 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
Agents 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 



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any Subsidiary for services in
connection herewith and otherwise without having to account for the same to
Lenders, or the other Facility Agents.


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 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 Agent and
each of its Affiliates, 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 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 Agent’s gross negligence or willful misconduct.  If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such 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 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 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 Agents 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 Agents 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
Agents are not reimbursed for such expenses by the Borrower or another Credit
Party.



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9.7                                 Successor
Facility Agents.


(a)                                  Each
of the Administrative Agent and the Collateral Agent may resign at any time by
giving 30 days’ prior written notice thereof to other Agent, the Lenders and
the Borrower, and each 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 Agents 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 or Collateral Agent, as applicable.  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.


(ii)                                  Upon
the acceptance of any appointment as Administrative Agent or Collateral Agent,
as the case maybe, 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) in the case of the Administrative Agent, (I) 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 (II) 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 and (B) in the case of the Collateral Agent,
(I) transfer to such successor Collateral Agent all sums, Securities and other
items of Collateral held under the Collateral Documents, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Collateral Agent under the Credit
Documents and (II) execute and deliver to such successor Collateral Agent such
amendments to financing statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Collateral Agent of the security interests created under the Collateral Documents,
whereupon such retiring or removed Collateral 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 or Collateral Agent, as the case may be,
pursuant to this Section shall also constitute the resignation or removal of
CNAI or its successor as Collateral Agent or Administrative Agent, respectively,
and any successor Administrative Agent or Collateral Agent, as the case may be,
appointed pursuant to this Section shall, upon its acceptance of such
appointment, become the successor Collateral Agent or Administrative Agent,
respectively, for all purposes hereunder.


(b)                                 The
Syndication Agent may resign as Syndication Agent upon 30 days’ notice to the
other Facility Agents 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                                 Collateral
Documents and Guaranty.


(a)                                  Agents
Under Collateral Documents and Guaranty.



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(i)          Each Lender hereby
further authorizes the Administrative Agent and the Collateral Agent, as
applicable, on behalf of and for the benefit of Secured Parties, to be the
agent for and representative of Lenders with respect to the Guaranty, the
Collateral and the Collateral Documents.


(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)        Each Lender agrees that
any action taken by the Collateral Agent in accordance with the provisions of
this Agreement or of the other Credit Documents, and the exercise by the
Collateral Agent 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 and the other Secured Parties.  Without limiting the generality of the
foregoing, the Collateral Agent shall have the sole and exclusive right and
authority to (A) act as the disbursing and collecting agent for the Lenders
with respect to all payments and collections arising in connection with the
Collateral and with the Collateral Documents, (B) execute and deliver each
Collateral Document and accept delivery of each such agreement delivered by the
Borrower or any of the Subsidiaries, (C) act as collateral agent for the Lenders
and the other Secured Parties for purposes of the perfection of all security
interests and Liens created by such agreements and all other purposes stated
therein; provided, however, that the Collateral Agent hereby
appoints, authorizes and directs the Administrative Agent and each Lender to
act as collateral sub-agent for the Agents, the Lenders, and the other Secured
Parties for purposes of the perfection of all security interests and Liens with
respect to the Collateral, including any Deposit Accounts maintained by a
Credit Party with, and cash and Cash Equivalents held by, an Agent or such
Lender, (D) manage, supervise and otherwise deal with the Collateral, (E)
take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and Liens created or purported to be created
by the Collateral Documents, and (F) except as may be otherwise specifically
restricted by the terms hereof or of any other Credit Document (including the
Intercreditor Agreement), upon receipt of instructions from the Administrative
Agent, exercise all remedies given to any Agent, the Lenders, and the other
Secured Parties with respect to the Collateral under the Credit Documents
relating thereto, applicable law or otherwise.


(b)        Certain Releases.  Subject to the Intercreditor Agreement, each
of the Lenders hereby:


(i)         consents to the release and hereby directs, in
accordance with the terms hereof, the Collateral Agent to release (or, in the
case of clause (ii) below, release or subordinate) any Lien held by the
Collateral Agent for the benefit of the Lenders against any of the following:


(A)          all of the Collateral
and all Credit Parties, upon termination of the Commitments and payment and
satisfaction in full of all Loans, and all other Obligations that the
Administrative Agent has been notified in writing are then due and payable;


(B)           any assets that are
subject to a Lien permitted by Sections 6.2(m), (n) and (o); and



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(C)           any part of the
Collateral sold or disposed of by a Credit Party if such sale or disposition is
permitted by this Agreement (or permitted pursuant to a waiver of or consent to
a transaction otherwise prohibited by this Agreement).


(ii)            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; and


(iii)          directs the Agents to execute and deliver or
file such termination and partial release statements and do such other things
as are necessary to release Liens to be released pursuant to this Section
9.8(b) promptly upon the effectiveness of any such release.


(c)           Right to Realize on
Collateral and Enforce Guaranty. 
Anything contained in any of the Credit Documents to the contrary
notwithstanding, the Borrower, Administrative Agent, Collateral Agent and each
Lender hereby agree that (i) no Lender shall have any right individually to
realize upon any of the Collateral or to enforce the Guaranty, it being
understood and agreed that all powers, rights and remedies hereunder may be
exercised solely by Administrative Agent, on behalf of Lenders in accordance
with the terms hereof and all powers, rights and remedies under the Collateral
Documents may be exercised solely by Collateral Agent, and (ii) in the event of
a foreclosure by Collateral Agent on any of the Collateral pursuant to a public
or private sale, the Collateral Agent or any Lender may be the purchaser of any
or all of such Collateral at any such sale and the Collateral Agent, as agent
for and representative of Secured Parties (but not any Lender or Lenders in its
or their respective individual capacities unless the Requisite Lenders shall
otherwise agree in writing) shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any collateral
payable by Collateral Agent at such sale.


(d)           Intercreditor
Agreement.  Each Lender hereby
acknowledges that it has fully reviewed the Intercreditor Agreement and, by its
execution of this Agreement, hereby consents to the execution and delivery of the
Intercreditor Agreement by the Agents and agrees to comply with the terms
thereof (which terms are incorporated herein by reference in their entirety) as
if such Lender were a direct signatory thereto.


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 Agents 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 Agents 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



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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         Collateral Matters
Relating to Related Obligations.  The
benefit of the Credit Documents and of the provisions of this Agreement
relating to the Collateral shall extend to and be available in respect of any
Obligation arising under any Hedge Agreement or any Cash Management Obligation
or that is otherwise owed to Persons other than the Facility Agents and the
Lenders (collectively, “Related Obligations”)
solely on the condition and understanding, as among the Facility Agents and all
Secured Parties, that (a) the Related Obligations shall be entitled to the
benefit of the Credit Documents and the Collateral to the extent expressly set
forth in this Agreement and the other Credit Documents and to such extent the
Collateral Agent shall hold, and have the right and power to act with respect
to, the Guaranty and the Collateral on behalf of and as agent for the holders
of the Related Obligations, but each Facility Agent is otherwise acting solely
as agent for the Lenders and shall have no fiduciary duty, duty of loyalty,
duty of care, duty of disclosure or other obligation whatsoever to any holder
of Related Obligations, (b) all matters, acts and omissions relating in any
manner to the Guaranty, the Collateral, or the omission, creation, perfection,
priority, abandonment or release of any Lien, shall be governed solely by the
provisions of this Agreement and the other Credit Documents and no separate
Lien, right, power or remedy shall arise or exist in favor of any Secured Party
under any separate instrument or agreement or in respect of any Related
Obligation, (c) each Secured Party shall be bound by all actions taken or
omitted, in accordance with the provisions of this Agreement and the other
Credit Documents, by any Facility Agent and the Requisite Lenders, each of whom
shall be entitled to act at its sole discretion and exclusively in its own
interest given its own Commitments and its own interest in the Loans, and other
Obligations to it arising under this Agreement or the other Credit Documents,
without any duty or liability to any other Secured Party or as to any Related
Obligation and without regard to whether any Related Obligation remains outstanding
or is deprived of the benefit of the Collateral or becomes unsecured or is
otherwise affected or put in jeopardy thereby, (d) no holder of Related
Obligations and no other Secured Party (except the Facility Agents and the
Lenders, to the extent set forth in this Agreement) shall have any right to be
notified of, or to direct, require or be heard with respect to, any action
taken or omitted in respect of the Collateral or under this Agreement or the
Credit Documents and (e) no holder of any Related Obligation



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shall exercise any right of setoff, banker’s
lien or similar right except to the extent provided in Section 10.4 and then
only to the extent such right is exercised in compliance with Section 2.16.


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.  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 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 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 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.



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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
Agents and (y) not more than one counsel to the Facility Agents in each appropriate
jurisdiction or specialty (as reasonably determined by 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 Agents, 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 creation, perfection or
protection of the Liens under any Credit Document (including any reasonable
fees, disbursements and expenses for local counsel in appropriate jurisdictions),
(iv) 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 Agents hereunder and under
the other Credit Documents, (v) the protection, collection or enforcement of
any Obligation or the enforcement of any Credit Document, (vi) 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, (vii) 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
(viii) 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 Agents, (y) one primary counsel
to the Lenders, (z) special counsel to the Facility Agents, 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 Agents, such Lenders in connection with any of the following:  (i) in enforcing any Credit Document or Obligation
or any security therefor 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.



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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 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, subject to the Intercreditor
Agreement, 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



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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.


10.5        Amendments and Waivers.


(a)           Requisite Lenders’
Consent.  Except as expressly
provided otherwise in the Intercreditor Agreement and subject to Sections
10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any
provision of this Agreement or the Intercreditor Agreement or the Pledge and
Security 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 minor 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 2.9) 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 2.16 or Section 2.24;


(viii)        amend this Section 10.5 or the definition of “Requisite
Lenders,” or “Pro Rata Share”; provided, with the consent of Requisite
Lenders, as applicable, additional extensions of credit pursuant hereto may be
included in the determination of “Requisite Lenders,” or “Pro Rata Share” on
substantially the same basis as the Term Loan Commitments and the Initial Term
Loan are included on the Closing Date;



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(ix)           release all or substantially all of the
Collateral or any Guarantor (other than any Guarantor that constitutes an
Immaterial Subsidiary) from the Guaranty except as expressly provided in the
Credit Documents;


(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 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



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Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Term Loan
Commitments or 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 each of the Borrower, the Administrative Agent (such consent not to be (x)
unreasonably withheld or delayed or, (y) in the case of the Borrower, required
in connection with the primary syndication or at any time a Default exists); provided,
further, each such assignment pursuant to this Section 10.6(c)(ii) shall
be in an aggregate amount of not less than $1,000,000 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
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 Initial Term 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
Term Loan Commitments and Loans, as the case may be, 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
commitments or loans such as the applicable Term Loan Commitments or Loans, as
the case may be; and (iii) it will make or invest in, as the case may be, its
Term Loan Commitments or Loans for its own account in the ordinary course of
its business and without a view to distribution of such Term Loan Commitments
or 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 Term Loan Commitments or 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



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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), (ii) consent to the assignment
or transfer by any Credit Party of any of its rights and obligations under this
Agreement or (iii) release all or substantially all of the Collateral under the
Collateral Documents (except as expressly provided in the Credit Documents)
supporting the Loans hereunder in which such participant is participating. 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 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(d), 2.18, or 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



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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(d), 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 nor any other Secured Party shall be under any obligation to
marshal any assets in favor of any Credit Party or any other Person or against
or 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 enforces any security interests
or exercise 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 Liens, 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 enforcement or 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



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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 Agents 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 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



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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 Agents 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.  In the event of any conflict between the
terms of this Agreement and any other Credit Document (other than the
Intercreditor Agreement), the terms of this Agreement shall govern.  This Agreement and each other Credit Document
are subject to the terms and conditions set forth in the Intercreditor
Agreement in all respects and, in the event of any conflict between the terms
of the Intercreditor Agreement and this Agreement or any other Credit Document,
the terms of Intercreditor 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.



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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 or any other Secured Party 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.


[REMAINDER OF PAGE
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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, Collateral Agent, and Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



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