Exhibit
10.1




 





 


AMENDED AND RESTATED CREDIT AGREEMENT


Dated as of August 1, 2007

among


COMMUNICATIONS & POWER INDUSTRIES, INC.,

as Borrower,


CPI INTERNATIONAL, INC.,

as a Guarantor,


THE OTHER GUARANTORS PARTY HERETO,


THE LENDERS PARTY HERETO,


and


UBS SECURITIES LLC and

BEAR, STEARNS & CO. INC.,

as Joint Lead Arrangers and Bookrunners,


and


UBS AG, STAMFORD BRANCH,

as Administrative Agent, Collateral Agent, Issuing Bank,


and


UBS LOAN FINANCE LLC,

as Swingline Lender,


BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent,


THE ROYAL BANK OF SCOTLAND PLC

as Documentation Agent,


and


RBS SECURITIES CORP.

as Co-Arranger and Bookrunner


Cahill Gordon
& Reindel LLP

80 Pine Street

New York, NY 10005


 




 



















TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Defined Terms

  	
  2

  
	
  SECTION
  1.02.

  	
  Classification
  of Loans and Borrowings

  	
  32

  
	
  SECTION 1.03.

  	
  Terms Generally

  	
  32

  
	
  SECTION 1.04.

  	
  Accounting
  Terms; GAAP

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  THE CREDITS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Commitments

  	
  33

  
	
  SECTION
  2.02.

  	
  Loans

  	
  33

  
	
  SECTION 2.03.

  	
  Borrowing
  Procedure

  	
  35

  
	
  SECTION
  2.04.

  	
  Evidence of
  Debt; Repayment of Loans

  	
  36

  
	
  SECTION
  2.05.

  	
  Fees

  	
  36

  
	
  SECTION 2.06.

  	
  Interest on Loans

  	
  37

  
	
  SECTION
  2.07.

  	
  Termination
  and Reduction of Commitments

  	
  38

  
	
  SECTION 2.08.

  	
  Interest
  Elections

  	
  38

  
	
  SECTION
  2.09.

  	
  Amortization
  of Term Borrowings

  	
  40

  
	
  SECTION
  2.10.

  	
  Optional
  and Mandatory Prepayments of Loans

  	
  40

  
	
  SECTION
  2.11.

  	
  Alternate
  Rate of Interest

  	
  43

  
	
  SECTION 2.12.

  	
  Increased Costs

  	
  43

  
	
  SECTION 2.13.

  	
  Breakage
  Payments

  	
  44

  
	
  SECTION
  2.14.

  	
  Payments
  Generally; Pro Rata Treatment; Sharing of Setoffs

  	
  44

  
	
  SECTION
  2.15.

  	
  Taxes

  	
  46

  
	
  SECTION
  2.16.

  	
  Mitigation
  Obligations; Replacement of Lenders

  	
  47

  
	
  SECTION 2.17.

  	
  Swingline Loans

  	
  48

  
	
  SECTION 2.18.

  	
  Letters of Credit

  	
  49

  
	
  SECTION
  2.19.

  	
  Exchange or
  Prepayment of Term B Loans

  	
  54

  
	
  SECTION
  2.20.

  	
  Increase in
  Commitments

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Organization;
  Powers

  	
  57

  
	
  SECTION
  3.02.

  	
  Authorization;
  Enforceability

  	
  57

  
	
  SECTION
  3.03.

  	
  Governmental
  Approvals; No Conflicts

  	
  58

  
	
  SECTION 3.04.

  	
  Financial
  Statements

  	
  58

  
	
  SECTION 3.05.

  	
  Properties

  	
  58

  
	
  SECTION
  3.06.

  	
  Equity
  Interests and Subsidiaries

  	
  59

  
	
  SECTION
  3.07.

  	
  Litigation;
  Compliance with Laws

  	
  59

  
	
  SECTION 3.08.

  	
  Agreements

  	
  60

  
	
  SECTION
  3.09.

  	
  Federal
  Reserve Regulations

  	
  60

  



 



 i
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.10.

  	
  Investment
  Company Act; Public Utility Holding Company Act

  	
  60

  
	
  SECTION 3.11.

  	
  Use of Proceeds

  	
  60

  
	
  SECTION
  3.12.

  	
  Taxes

  	
  60

  
	
  SECTION
  3.13.

  	
  No Material
  Misstatements

  	
  60

  
	
  SECTION 3.14.

  	
  Labor Matters

  	
  61

  
	
  SECTION 3.15.

  	
  Solvency

  	
  61

  
	
  SECTION
  3.16.

  	
  Employee
  Benefit Plans

  	
  61

  
	
  SECTION
  3.17.

  	
  Environmental
  Matters

  	
  62

  
	
  SECTION 3.18.

  	
  Insurance

  	
  63

  
	
  SECTION 3.19.

  	
  Security
  Documents

  	
  63

  
	
  SECTION
  3.20.

  	
  Subordination
  of Senior Subordinated Notes

  	
  64

  
	
  SECTION
  3.21.

  	
  Representations,
  Warranties and Agreements With Respect to Parent

  	
  64

  
	
  SECTION 3.22.

  	
  Anti-Terrorism
  Law

  	
  64

  
	
  SECTION 3.23.

  	
  Bribery

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  CONDITIONS
  OF LENDING

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  All Credit Events

  	
  65

  
	
  SECTION 4.02.

  	
  First Credit
  Event

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  Financial
  Statements, Reports, etc.

  	
  70

  
	
  SECTION 5.02.

  	
  Litigation
  and Other Notices

  	
  72

  
	
  SECTION
  5.03.

  	
  Existence;
  Businesses and Properties

  	
  72

  
	
  SECTION 5.04.

  	
  Insurance

  	
  72

  
	
  SECTION 5.05.

  	
  Obligations
  and Taxes

  	
  73

  
	
  SECTION 5.06.

  	
  Employee
  Benefits

  	
  73

  
	
  SECTION
  5.07.

  	
  Maintaining
  Records; Access to Properties and Inspections

  	
  74

  
	
  SECTION 5.08.

  	
  Use of Proceeds

  	
  74

  
	
  SECTION
  5.09.

  	
  Compliance
  with Environmental Laws; Environmental Reports

  	
  74

  
	
  SECTION 5.10.

  	
  [Reserved]

  	
  74

  
	
  SECTION
  5.11.

  	
  Additional
  Collateral; Additional Guarantors

  	
  74

  
	
  SECTION
  5.12.

  	
  Security
  Interests; Further Assurances

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  NEGATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Indebtedness

  	
  77

  
	
  SECTION
  6.02.

  	
  Liens

  	
  79

  
	
  SECTION
  6.03.

  	
  Investment,
  Loan and Advances

  	
  81

  
	
  SECTION
  6.04.

  	
  Mergers,
  Consolidations, Sales of Assets and Acquisitions

  	
  82

  
	
  SECTION 6.05.

  	
  Dividends

  	
  83

  
	
  SECTION
  6.06.

  	
  Transactions
  with Affiliates

  	
  85

  
	
  SECTION 6.07.

  	
  Maximum Senior
  Secured Leverage Ratio

  	
  86

  



 



 ii
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.08.

  	
  Prepayments
  of Other Indebtedness; Modifications of Certificate of Incorporation, Other
  Constitutive Documents or By-Laws and Certain Other Agreements, etc.

  	
  86

  
	
  SECTION
  6.09.

  	
  Limitation
  on Certain Restrictions on Subsidiaries

  	
  87

  
	
  SECTION
  6.10.

  	
  Limitation
  on Issuance of Capital Stock

  	
  87

  
	
  SECTION
  6.11.

  	
  Limitation
  on Creation of Subsidiaries

  	
  88

  
	
  SECTION 6.12.

  	
  Business

  	
  88

  
	
  SECTION
  6.13.

  	
  Limitation
  on Accounting Changes

  	
  88

  
	
  SECTION 6.14.

  	
  Fiscal Year

  	
  88

  
	
  SECTION
  6.15.

  	
  Sale and
  Leaseback Transactions

  	
  89

  
	
  SECTION
  6.16.

  	
  Anti-Terrorism
  Law; Anti-Money Laundering

  	
  89

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  The Guarantee

  	
  89

  
	
  SECTION
  7.02.

  	
  Obligations
  Unconditional

  	
  89

  
	
  SECTION 7.03.

  	
  Reinstatement

  	
  91

  
	
  SECTION
  7.04.

  	
  Subrogation;
  Subordination

  	
  91

  
	
  SECTION 7.05.

  	
  Remedies

  	
  91

  
	
  SECTION
  7.06.

  	
  Instrument
  for the Payment of Money

  	
  91

  
	
  SECTION
  7.07.

  	
  General
  Limitation on Guarantee Obligations

  	
  92

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  EVENTS
  OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Events of Default

  	
  92

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Collateral
  Account

  	
  94

  
	
  SECTION
  9.02.

  	
  Proceeds of
  Casualty Events

  	
  95

  
	
  SECTION
  9.03.

  	
  Application
  of Proceeds

  	
  96

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Appointment

  	
  96

  
	
  SECTION
  10.02.

  	
  Agent in
  Its Individual Capacity

  	
  97

  
	
  SECTION
  10.03.

  	
  Exculpatory
  Provisions

  	
  97

  
	
  SECTION 10.04.

  	
  Reliance by
  Agent

  	
  97

  
	
  SECTION
  10.05.

  	
  Delegation of
  Duties

  	
  97

  
	
  SECTION 10.06.

  	
  Successor Agent

  	
  98

  
	
  SECTION
  10.07.

  	
  Non-Reliance
  on Agent and Other Lenders

  	
  98

  
	
  SECTION
  10.08.

  	
  No Other
  Administrative Agent

  	
  98

  



 



 iii
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 10.09.

  	
  Indemnification

  	
  99

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Notices

  	
  99

  
	
  SECTION 11.02.

  	
  Waivers;
  Amendment

  	
  100

  
	
  SECTION 11.03.

  	
  Expenses;
  Indemnity

  	
  102

  
	
  SECTION
  11.04.

  	
  Successors
  and Assigns

  	
  103

  
	
  SECTION
  11.05.

  	
  Survival of
  Agreement

  	
  106

  
	
  SECTION
  11.06.

  	
  Counterparts;
  Integration; Effectiveness

  	
  106

  
	
  SECTION 11.07.

  	
  Severability

  	
  107

  
	
  SECTION 11.08.

  	
  Right of Setoff

  	
  107

  
	
  SECTION
  11.09.

  	
  Governing
  Law; Jurisdiction; Consent to Service of Process

  	
  107

  
	
  SECTION 11.10.

  	
  WAIVER OF JURY
  TRIAL

  	
  108

  
	
  SECTION 11.11.

  	
  Headings

  	
  108

  
	
  SECTION 11.12.

  	
  Confidentiality

  	
  108

  
	
  SECTION
  11.13.

  	
  Interest
  Rate Limitation

  	
  109

  




 iv
 









 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1.01(a)

  	
  Mortgaged Properties

  	
   

  
	
  Schedule 1.01(c)

  	
  Subsidiary Guarantors

  	
   

  
	
  Schedule 3.03

  	
  Governmental Approvals; No Conflicts

  	
   

  
	
  Schedule 3.05(c)

  	
  Intellectual Property

  	
   

  
	
  Schedule 3.06(a)

  	
  Subsidiaries

  	
   

  
	
  Schedule 3.08

  	
  Material Agreements

  	
   

  
	
  Schedule 3.18

  	
  Insurance

  	
   

  
	
  Schedule 4.02(l)(vi)

  	
  Landlord Access Agreements

  	
   

  
	
  Schedule 5.10

  	
  Post-Closing Obligations

  	
   

  
	
  Schedule 6.01

  	
  Existing Indebtedness

  	
   

  
	
  Schedule 6.02

  	
  Existing Liens

  	
   

  
	
  Schedule 6.04

  	
  Specified Acquisitions

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Landlord Access Agreement

  	
   

  
	
  Exhibit B

  	
  Form of Administrative Questionnaire

  	
   

  
	
  Exhibit C

  	
  Form of Assignment and Assumption

  	
   

  
	
  Exhibit D

  	
  Form of Borrowing Request

  	
   

  
	
  Exhibit E

  	
  Form of Interest Election Request

  	
   

  
	
  Exhibit F

  	
  Form of Joinder Agreement

  	
   

  
	
  Exhibit G

  	
  Confidential Lender Authorization

  	
   

  
	
  Exhibit H

  	
  Form of Mortgage

  	
   

  
	
  Exhibit I-1

  	
  Form of Term Note

  	
   

  
	
  Exhibit I-2

  	
  Form of Revolving Note

  	
   

  
	
  Exhibit I-3

  	
  Form of Swingline Note

  	
   

  
	
  Exhibit J-1

  	
  Form of Perfection Certificate

  	
   

  
	
  Exhibit J-2

  	
  Form of Perfection Certificate Supplement

  	
   

  
	
  Exhibit K

  	
  Form of Security Agreement

  	
   

  
	
  Exhibit L

  	
  Form of Exemption Certificate

  	
   

  
	
  Exhibit M

  	
  Form of Solvency Certificate

  	
   

  
	
  Exhibit N

  	
  Form of Intercompany Note

  	
   

  
	
  Exhibit O

  	
  Form of Mortgage Amendment

  	
   

  



 



 v















AMENDED AND RESTATED CREDIT AGREEMENT


AMENDED AND RESTATED
CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from
time to time, this “Agreement”)
dated as of August 1, 2007, among COMMUNICATIONS & POWER INDUSTRIES,
INC., a Delaware corporation (“Borrower”),
CPI INTERNATIONAL, INC. (formerly known as CPI Holdco, Inc.), a Delaware
corporation (“Parent”), the
Subsidiary Guarantors (such term and each other capitalized term used but not
defined herein having the meaning given it in Article I), the Lenders, UBS
SECURITIES LLC and BEAR, STEARNS & CO. INC., as joint lead arrangers and
bookrunners (in such capacity, “Joint Lead
Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such
capacity, “Swingline Lender”), UBS
AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and
collateral agent (in such capacity, “Collateral
Agent”) for the Secured Parties and as issuing bank (in such
capacity, “Issuing Bank”), BEAR
STEARNS CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndication Agent”), THE ROYAL BANK OF
SCOTLAND PLC, as Documentation Agent (in such capacity, “Documentation Agent”) and RBS SECURITIES
CORP., as co-arranger and bookrunner (in such capacity, “Co-Arranger”).


W  I  T  N  E  S  S  E  T  H :


WHEREAS, the parties
hereto desire to amend and restate the Original Credit Agreement as herein set
forth;


WHEREAS, this Agreement
was originally entered into on January 23, 2004 (as amended, restated,
supplemented or otherwise modified from time to time through the date hereof,
the “Original Credit Agreement”);


WHEREAS, under the
Original Credit Agreement, $37.5 million of Term B Loans and $40.0 million of
revolving commitments are outstanding;


WHEREAS, Borrower desires
to (a) create a new Class of Term Loans under this Agreement in an
aggregate principal amount of $100.0 million and (b) increase the Revolving
Commitments to $60.0 million;


WHEREAS, Borrower
requests the Swingline Lender to extend credit, at any time and from time to
time prior to the Revolving Maturity Date, in the form of Swingline Loans, in
an aggregate amount at any time outstanding of up to $5.0 million;


WHEREAS, Borrower
requests the Issuing Bank to issue letters of credit, in an aggregate face
amount at any time outstanding not in excess of $15.0 million;


WHEREAS, each Original
Lender who holds Term B Loans (other than Reduced Lenders (as defined below))
and who executes and delivers a counterpart of this Agreement shall be deemed,
on the Closing Date, to have exchanged its Term B Loans (which Term B Loans
shall thereafter be deemed paid in full and extinguished) for Term Loans in
equal outstanding principal amounts;


WHEREAS, each Original
Lender who holds outstanding Term B Loans in an amount greater than its Term
Loan Commitment (such Lender, a “Reduced
Lender”) and who executes and delivers a counterpart of this
Agreement shall be deemed, on the Closing Date, upon the funding thereof, to
have made Term Loans in amount equal to its Term Loan Commitment;













WHEREAS, a portion of the
proceeds from the Term Loans shall be used on the Closing Date to repay the
entire aggregate principal amount of the Term B Loans held by Original
Lenders who do not execute and deliver a counterpart of this Agreement and to
the Reduced Lenders in accordance with Section 2.19 of this Agreement,
together with accrued and unpaid interest thereon to the Closing Date;


WHEREAS, the Lenders
expressly intend that the Obligations will be structurally senior to any
Permitted Parent Notes and any other obligations of Parent (other than its
Guarantee of the Obligations);


WHEREAS, notwithstanding
anything to the contrary, all parties expressly agree and intend that the liens
securing the Term Loans shall be continuously effective from the Original Closing
Date;


NOW, THEREFORE, the
Lenders are willing to extend such credit to Borrower and the Issuing Bank is
willing to issue letters of credit for the account of Borrower on the terms and
subject to the conditions set forth herein. 
Accordingly, the parties hereto agree as follows:


ARTICLE I



DEFINITIONS


SECTION
1.01.            Defined Terms


As used in this
Agreement, the following terms shall have the meanings specified below:


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


“ABR Borrowing” shall mean a Borrowing
comprised of ABR Loans.


“ABR Loan” shall mean any ABR Term Loan or
ABR Revolving Loan.


“ABR Revolving Loan” shall mean any
Revolving Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of Article II.


“ABR Term Loan” shall mean any Term Loan
bearing interest at a rate determined by reference to the Alternate Base Rate
in accordance with the provisions of Article II.


“Acquired Indebtedness” shall mean (1) with
respect to any person that becomes a Subsidiary after the Closing Date as a
result of a Permitted Acquisition, Indebtedness of such person and its
subsidiaries existing at the time such person becomes a Subsidiary that was not
incurred in connection with, or in contemplation of, such Permitted Acquisition
and (2) with respect to Borrower or any Subsidiary, any Indebtedness of a
person (other than Borrower or a Subsidiary) existing at the time such person
is merged with or into Borrower or a Subsidiary in connection with a Permitted
Acquisition, or Indebtedness expressly assumed by Borrower or any Subsidiary in
connection with a Permitted Acquisition, which Indebtedness was not, in any
case, incurred by such other person in connection with, or in contemplation of,
such Permitted Acquisition.



 2
 









“Acquisition Consideration” shall mean the
purchase consideration for any Permitted Acquisition and all other payments by
Borrower or any of its Subsidiaries in exchange for or as part of any Permitted
Acquisition, whether paid in cash, by assumption of Indebtedness, or by
exchange of assets other than Qualified Capital Stock of Parent and whether payable
at or prior to the consummation of such Permitted Acquisition or deferred for
payment at any future time, and includes Borrower’s reasonable estimate of any
and all payments that will be required to be made and that represent 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.


“Adjusted LIBOR Rate” shall mean, with
respect to any Eurodollar Borrowing for any Interest Period, (a) an
interest rate per annum (rounded upward, if necessary, to the next 1/100 of 1%)
determined by the Administrative Agent to be equal to the LIBOR Rate for such
Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for
such Eurodollar Borrowing for such Interest Period.


“Administrative Agent” shall have the
meaning assigned to such term in the preamble hereto.


“Administrative Agent Fees” shall have the
meaning assigned to such term in Section 2.05(b).


“Administrative Questionnaire” shall mean an
Administrative Questionnaire in the form of Exhibit B, or such
other form as may be supplied from time to time by the Administrative Agent.


“Advisors” shall have the meaning assigned
to such term in Section 11.03(a).


“Affiliate” shall mean, when used with
respect to a specified person, another person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common
Control with the person specified; provided, however,
that, for purposes of Section 6.06, the term “Affiliate”
shall also include any person that directly or indirectly owns more than 10% of
the aggregate voting Equity Interests of the person specified or that is an
executive officer or director of the person specified.


“Agents” shall mean the Arrangers,
Syndication Agent, Documentation Agent, Administrative Agent and Collateral
Agent.


“Agreement” shall have the meaning assigned
to such term in the preamble hereto.


“Anti-Terrorism Laws” shall have the
meaning assigned to such term in Section 3.22.


“Alternate Base Rate” shall mean, for any
day, a rate per annum (rounded upward, if necessary, to the next 1/100 of 1%)
equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 0.50%.  If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b)
of the preceding sentence until the circumstances giving rise to such inability
no longer exist.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.



 3
 









“Applicable Margin” shall mean, for any day,
(a) (i) with respect to any Eurodollar Term Loan, 2.0% and (ii) with respect to
any ABR Term Loan, 1.0%; (b) with respect to the Revolving Loans, the basis
points set forth below:


	
  Borrower’s

  	
   

  	
  Revolving Loans

  	
   

  
	
  Leverage Ratio

  	
   

  	
  Eurodollar

  	
   

  	
  ABR

  	
   

  
	
  Level I

  >3.0: 1.0

  	
   

  	
  200

  	
   

  	
  100

  	
   

  
	
  Level II

  <3.0:1.0 and >2.5:1.0

  	
   

  	
  175

  	
   

  	
  75

  	
   

  
	
  Level III

  <2.5:1.0 and >2.0:1.0

  	
   

  	
  150

  	
   

  	
  50

  	
   

  
	
  Level IV

  <2.0:1.0

  	
   

  	
  125

  	
   

  	
  25

  	
   

  



 


Each change in the
Applicable Margin resulting from a change in the Borrower’s Leverage Ratio
shall be effective with respect to all Loans and Letters of Credit outstanding
on and after the date of delivery to the Administrative Agent of the financial
statements and certificates required by Section 5.01(a) or (b)
and Section 5.01(c), respectively, indicating such change until the
date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change.  Notwithstanding the foregoing, (a) from
the Closing Date to the date of delivery to the Administrative Agent of the
financial statements and certificates required by Section 5.01(a)
or (b) and 5.01(c) for the fiscal quarter ended June 29, 2007,
the Borrower’s Leverage Ratio shall be deemed to be in Level I for
purposes of determining the Applicable Margin and (b) at any time during
which Borrower has failed to deliver the financial statements and certificates
required by Section 5.01(a) or (b) and Section 5.01(c),
the Borrower’s Leverage Ratio shall be deemed to be in Level I for
purposes of determining the Applicable Margin.


“Arrangers” shall mean the Joint Lead
Arrangers and the Co-Arranger.


“Asset Sale” shall mean (a) any
conveyance, sale, lease, assignment, transfer or other disposition (including
by way of merger or consolidation and including any sale and leaseback transaction)
of any property (including stock of subsidiaries by the holder thereof) by any
of the Group Companies to any person other than any Loan Party and (b) any
issuance or sale by any Subsidiary of its Equity Interests to any person (other
than to a Loan Party).


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


“Available Basket Amount” shall mean, at any
time of calculation, (A) the sum of (i) the Net Cash Proceeds received by
Parent after the Closing Date from any issuance of Qualified Capital Stock of
Parent, which are contributed in cash to Borrower to its common equity capital
plus (ii) 50% of Consolidated Net Income of Borrower for the period (taken as
one accounting period) commencing on the first day of the fiscal quarter in
which the Closing Date occurs to and including the last day of the fiscal
quarter ended immediately prior to the date of such calculation for which
consolidated financial statements are available (or, if such Consolidated Net
Income shall be a deficit, minus 100% of such aggregate deficit) plus Five
Million Dollars ($5,000,000) minus (B) the aggregate amount of Investments,
Permitted Acquisitions, Dividends and prepayments, repurchases or redemptions
of Senior Subordinated Notes to



 4
 









the extent made after the
Closing Date (in whole or in part) in reliance on the Available Basket Amount; provided that Investments, Permitted
Acquisitions, Dividends and prepayments, repurchases or redemptions of Senior
Subordinated Notes may be made (in whole or in part) in reliance on the
Available Basket Amount only to the extent that, at the time of such
Investment, Permitted Acquisition, Dividend, prepayment, repurchase or
redemption (i) on a Pro Forma Basis, Borrower shall be in compliance with
the covenants set forth in Section 6.07 and no Default shall exist
and (ii) Borrower could incur an additional $1.00 of Indebtedness pursuant to Section
6.01(i).


“Bailee Letter” shall have the meaning
assigned to such term in the Security Agreement.


“Bankruptcy Code” shall mean Title 11 of the
United States Code, as now constituted or hereafter amended.


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


“Board of Directors” shall mean, with
respect to any person, the board of directors (or similar governing body) of
such person.


“Borrower” shall have the meaning assigned
to such term in the preamble hereto.


“Borrowing” shall mean (a) Loans of the
same Class and Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect, or
(b) a Swingline Loan.


“Borrowing Request” shall mean a request by
Borrower in accordance with the terms of Section 2.03 and
substantially in the form of Exhibit D, or such other form as shall
be approved by the Administrative Agent.


“Business Day” shall mean any day other than
a Saturday, Sunday or day on which banks in New York City or Stamford, CT
are authorized or required by law to close; provided, however,
that when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.


“Capital Expenditures” shall mean, with
respect to any person, for any period, the aggregate cash expenditures made
during that period for property, plant or equipment as reflected in the
consolidated balance sheet of such person and its Consolidated Subsidiaries, in
conformity with GAAP, but excluding expenditures made in connection with the
replacement, substitution or restoration of property (a) to the extent
financed from insurance proceeds paid on account of the loss of or damage to
the property being replaced or restored, (b) with awards of compensation
arising from the taking by eminent domain or condemnation of the property being
replaced or (c) with regard to equipment that is purchased simultaneously
with the trade-in of existing equipment, fixed assets or improvements,
the credit granted by the seller of such equipment for the trade-in of
such equipment, fixed assets or improvements; provided
that Capital Expenditures shall not in any event include the
Acquisition Consideration paid in connection with Permitted Acquisitions or up
to $20.0 million of expenditures in connection with the sale, remediation or
restoration work concerning the San Carlos Facility.


“Capital Lease Obligations” of any person
shall mean the obligations of such person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for



 5
 









as capital leases on a
balance sheet of such person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


“Cash Equivalents” shall mean, as to any
person:  (a) securities issued or directly
and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof)
having maturities of not more than thirteen (13) months from the date of
acquisition by such person; (b) time deposits and certificates of deposit
of any Lender or any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof or the District of Columbia having, capital and
surplus aggregating in excess of $1.0 billion with maturities of not more than
one year from the date of acquisition by such person; (c) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (a) above entered into with any bank meeting
the qualifications specified in clause (b) above; (d) commercial
paper issued by any person incorporated in the United States rated at least A-1
or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1
or the equivalent thereof by Moody’s Investors Service, Inc., and in each case
maturing not more than thirteen (13) months after the date of acquisition by
such person; (e) investments in money market funds substantially all of
whose assets are comprised of securities of the types described in
clauses (a) through (d) above; and (f) demand deposit accounts maintained
in the ordinary course of business.


“Casualty Event” shall mean, with respect to
any property (including Real Property) of any person, any loss of title with
respect to such property or any loss of or damage to or destruction of, or any
condemnation or other taking (including by any Governmental Authority) of, such
property for which such person or any of its subsidiaries receives insurance
proceeds or proceeds of a condemnation award or other compensation; provided,
however,  no such event
shall constitute a Casualty Event if such proceeds or other compensation in
respect thereof is less than $500,000.  “Casualty
Event” shall include but not be limited to any taking of all or any part of any
Real Property of any person or any part thereof, in or by condemnation or other
eminent domain proceedings pursuant to any law, or by reason of the temporary
requisition of the use or occupancy of all or any part of any Real Property of
any person or any part thereof by any Governmental Authority, civil or
military.


“CERCLA” shall have the meaning assigned
thereto in the definition of “Environmental Law”.


A “Change in Control” shall be deemed to have
occurred if:  (a) Parent shall at
any time cease to own 100% of the capital stock of Borrower; (b) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that for purposes of this clause such person or group shall be
deemed to have “beneficial ownership” of all securities that any such person or
group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of Voting Stock
representing more than 30% of the voting power of the total outstanding Voting
Stock of Parent; or (c) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of Parent (together with any new directors whose election to such
Board of Directors or whose nomination for election by the stockholder of
Parent was approved by a vote of at least 51% of the directors of Parent then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of Parent.



 6
 









“Change in Law” shall mean (a) the
adoption of any law, rule or regulation after the Closing Date, (b) any
change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender or Issuing Bank (or for purposes of Section 2.12(b),
by any lending office of such Lender or by such Lender’s or Issuing Bank’s
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the Closing Date.


“Charges” shall have the meaning assigned to
such term in Section 11.13.


“Class”, when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Loans, Term Loans, Swingline Loans or a new Class of
Loans created pursuant to Section 2.20 and, when used in reference to
any Commitment, refers to whether such Commitment is a Revolving Commitment or
Swingline Commitment and any Commitment to make Loans of a new Class extended
by any such Lender as provided in Section 2.20.


“Closing Date” shall mean August 1, 2007,
the date of initial borrowings under this Agreement.


“Co-Arranger” shall have the meaning
assigned to such term in the preamble hereto.


“Collateral” shall mean all of the Security
Agreement Collateral, the Mortgaged Real Property and all other property of
whatever kind and nature pledged as collateral under any Security Document.


“Collateral Account” shall mean a collateral
account or sub-account in the form of a deposit account established and
maintained by the Collateral Agent for the benefit of the Secured Parties, in accordance
with the provisions of Section 9.01.


“Collateral Agent” shall have the meaning
assigned to such term in the preamble hereto.


“Collateral Documents” shall mean the
Security Documents, the Perfection Certificate and all UCC or other financing
statements or instruments of perfection required by this Agreement or any
Security Document to be filed with respect to the security interests in
property and fixtures created pursuant to the Security Documents.


“Commercial Letter of Credit” means any
letter of credit issued for the account of Borrower for the benefit of Borrower
or any of its Subsidiaries, for the purpose of providing the primary payment
mechanism in connection with the purchase of any materials, goods or services
by Borrower or any of its Subsidiaries.


“Commitment” shall mean, with respect to any
Lender, such Lender’s Revolving Commitment, Term Loan Commitment, Swingline
Commitment and any Commitment to make Loans of a new Class extended by any such
Lender as provided in Section 2.20.


“Commitment Fee” shall have the meaning
assigned to such term in Section 2.05(a).



 7
 









“Commitment Fee Percentage” shall mean the
basis points set forth below:


	
  Borrower’s

  Leverage Ratio

  	
   

  	
  

  Commitment Fee Percentage

  	
   

  
	
  Level I

  >3.0: 1.0

  	
   

  	
  50

  	
   

  
	
  Level II

  <3.0:1.0 and >2.0:1.0

  	
   

  	
  37.5

  	
   

  
	
  Level III

  <2.0:1.0

  	
   

  	
  25

  	
   

  



 


Each change in the Commitment Fee Percentage resulting
from a change in Borrower’s Leverage Ratio shall be effective on and after the
date of delivery to the Administrative Agent of the financial statements and
certificates required by Section 5.01(a) or (b) and Section 5.01(c),
respectively, indicating such change until the date immediately preceding the
next date of delivery of such financial statements and certificates indicating
another such change.  Notwithstanding the
foregoing, (a) from the Closing Date to the date of delivery to the
Administrative Agent of the financial statements and certificates required by Section 5.01(a)
or (b) and 5.01(c) for the fiscal quarter ending June 29, 2007,
the Borrower’s Leverage Ratio shall be deemed to be in Level I for
purposes of determining the Commitment Fee Percentage and (b) at any time
during which Borrower has failed to deliver the financial statements and
certificates required by Section 5.01(a) or (b) and Section 5.01(c),
the Borrower’s Leverage Ratio shall be deemed to be in Level I for
purposes of determining the Commitment Fee Percentage.


“Companies” shall mean Borrower and the
Subsidiaries; and “Company” shall
mean any one of them.


“Confidential Information Memorandum” shall
mean that certain confidential information memorandum dated as of July 2007.


“Confidential Lender Authorization” shall
mean a Confidential Lender Authorization in the form of Exhibit G.


“Consolidated Current Assets” shall mean, as
at any date of determination, the total assets of Borrower and its Consolidated
Subsidiaries which may properly be classified as current assets on a
consolidated balance sheet of Borrower and its Consolidated Subsidiaries in
accordance with GAAP, excluding cash and Cash Equivalents.


“Consolidated Current Liabilities” shall
mean, as at any date of determination, the total liabilities of Borrower and
its Consolidated Subsidiaries which may properly be classified as current liabilities
(other than (a) the current portion of any Loans and Capital Lease
Obligations and (b) without duplication of clause (a) above, all
Indebtedness consisting of Revolving Loans to the extent otherwise included
therein) on a consolidated balance sheet of Borrower and its Consolidated
Subsidiaries in accordance with GAAP.


“Consolidated EBITDA” shall mean, for any
person, for any period, Consolidated Net Income of such person for such period,
adjusted, without duplication and in each case only to the extent included in
determining Consolidated Net Income (and with respect to the portion of
Consolidated Net Income attributable to any Subsidiary that is not a Guarantor
only if a corresponding amount would be permitted at the date of determination
to be distributed to such person by such Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Subsidiary or



 8
 









its stockholders), by
(x) adding thereto (i) the amount of Consolidated Interest Expense,
(ii) provision for taxes, (iii) amortization, (iv) depreciation,
(v) extraordinary losses, (vi) fees and expenses incurred in
connection with the Transactions, the sale, remediation or relocation work
concerning the San Carlos Facility or any Permitted Acquisition, (vii) all
other non-cash charges reducing Consolidated Net Income (excluding any non-cash
charge that results in an accrual of a reserve for cash charges in any future period)
for such period, including non-cash compensation expense and non-cash
impairment charges, (viii) the portion of the cost of goods sold expense which
is attributable to non-cash step-ups of inventory pursuant to purchase
accounting adjustments associated with Permitted Acquisitions and (ix) the
aggregate amount of all other non-recurring items reducing the
Consolidated Net Income for such period, in each of clauses (i) through (ix),
of such person and its Consolidated Subsidiaries; provided that the aggregate amount of all non-recurring cash
items added back for such period pursuant to this clause (ix) shall not exceed
$10.0 million; provided, further,
that an item will not be considered “non-recurring” if the
nature of such item is such that it is reasonably likely to recur within two
years or there was a similar item within the prior two years, and
(y) subtracting (i) dividends paid by such person pursuant to Section 6.05(c),
(ii) extraordinary gains, (iii) all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or recording of
receivables in the ordinary course of business) for such period and
(iv) the aggregate amount of all non-recurring cash items increasing the
Consolidated Net Income for such period, in each of clauses (i) through (iv),
of such person and its Consolidated Subsidiaries.  To the extent that any Asset Sale or any
Permitted Acquisition (or any similar transaction or transactions which require
a waiver or a consent of the Required Lenders pursuant to Section 6.04)
or, solely with respect to determining the Consolidated EBITDA of Parent, the
incurrence of the Permitted Parent Notes by Parent has occurred during the
relevant period, Consolidated EBITDA shall be determined for the respective period
on a Pro Forma Basis for such occurrence (other than for the purposes of
calculating Excess Cash Flow).


“Consolidated Indebtedness” shall mean, for
any person, as at any date of determination, the aggregate stated balance sheet
amount of all Indebtedness (but including in any event the then outstanding
principal amount of all Loans, all Capital Lease Obligations and all drawn
letters of credit) of such person and its Consolidated Subsidiaries on a
consolidated basis as determined in accordance with GAAP minus the aggregate stated balance sheet
amount of unrestricted cash and Cash Equivalents held by such person and its
Consolidated Subsidiaries on a consolidated basis as determined in accordance
with GAAP.


“Consolidated Interest Coverage Ratio” shall
mean, for any person, for any Test Period, the ratio of (x) Consolidated
EBITDA of such person for such Test Period to (y) Consolidated Interest
Expense of such person for such Test Period. 
To the extent that any Asset Sale or any Permitted Acquisition (or any
similar transaction or transactions which require a waiver or a consent of the
Required Lenders pursuant to Section 6.04) or, solely with respect
to determining the Consolidated Interest Coverage Ratio of Parent, the
incurrence of the Permitted Parent Notes by Parent and the payment of cash interest
thereon has occurred during the relevant Test Period, the Consolidated Interest
Coverage Ratio shall be determined for the respective Test Period on a Pro
Forma Basis for such occurrence.


“Consolidated Interest Expense” shall mean,
for any person, for any period, the excess of (a) the sum, without
duplication, of (i) the total consolidated cash interest expense of such
person and its Consolidated Subsidiaries for such period determined in
accordance with GAAP, (ii) the portion of Capital Lease Obligations of
such person and its Consolidated Subsidiaries representing the interest factor
for such period, (iii) all interest paid with respect to discontinued
operations, and (iv) all accrued but unpaid interest on any Indebtedness
of any other person guaranteed by such person or any of its Subsidiaries, minus (b) the total consolidated
interest income of such person and its Consolidated Subsidiaries for such
period determined in accordance with GAAP; provided
that Consolidated Interest Expense shall be



 9
 









calculated after giving
effect to Hedging Agreements (including associated costs), but excluding unrealized
gains and losses with respect to Hedging Agreements.


“Consolidated Net Income” shall mean, for
any person, for any period, the consolidated net after tax income of such
person and its Consolidated Subsidiaries determined in accordance with GAAP,
but (i) excluding in any event net earnings or loss of any other person (other
than a Subsidiary of such person) in which such person or any Consolidated
Subsidiary has an ownership interest, except (in the case of any such net
earnings) to the extent such net earnings shall have actually been received by
such person or such Consolidated Subsidiary in the form of cash distributions,
(ii) in the case of Consolidated Net Income of Borrower, reduced by Dividends
paid to Parent pursuant to Section 6.05(c) and (iii) excluding, to the
extent reducing such consolidated net income, purchase accounting adjustments
attributable to acquisitions, including write-offs of acquired in-process
research and development, amortization of inventory write-ups and amortization
of acquisition-related intangibles.


“Consolidated Secured Indebtedness” shall
mean, for any person, as at any date of determination, the aggregate stated
balance sheet amount of all Indebtedness (but including in any event the then
outstanding principal amount of all Loans, all Capital Lease Obligations and
all drawn letters of credit) of such person and its Consolidated Subsidiaries on
a consolidated basis as determined in accordance with GAAP (but only to the
extent such Indebtedness is secured by any Lien on any asset of such person or
any of its subsidiaries) minus the
aggregate stated balance sheet amount of unrestricted cash and Cash Equivalents
held by such person and its Consolidated Subsidiaries on a consolidated basis
as determined in accordance with GAAP.


“Consolidated Subsidiaries” shall mean, as
to any person, all subsidiaries of such person which are consolidated with such
person for financial reporting purposes in accordance with GAAP.


“Contested Collateral Lien Conditions” shall
mean, with respect to any Permitted Lien of the type described in
clauses (a) and (b) of Section 6.02, the following conditions:


(a)           any proceeding instituted contesting
such Lien shall conclusively operate to stay the sale or forfeiture of any
material portion of the Collateral on account of such Lien;


(b)           the appropriate Credit Party shall
maintain, to the extent it deems necessary, cash reserves in an amount
sufficient to pay and discharge such Lien and the reasonable estimate of all
interest and penalties related thereto; and


(c)           such Lien shall in all respects be
subject and subordinate in priority to the Lien and security interest created
and evidenced by the Security Documents, except if and to the extent that the
law or regulation creating, permitting or authorizing such Lien provides that
such Lien is or must be superior to the Lien and security interest created and
evidenced by the Security Documents.


“Contingent Obligation” shall mean, as to
any person, any obligation of such person guaranteeing or intended to guarantee
any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person
(the “primary obligor”) in any
manner, whether directly or indirectly, including without limitation, any
obligation of such person, whether or not contingent, (a) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor; (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary



 10
 









obligation; or
(d) otherwise to assure or hold harmless the holder of such primary
obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of business and
any product warranties for deposit or collection in the ordinary course of
business.  The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made (or, if less, the maximum amount of such primary obligation for which
such person may be liable pursuant to the terms of the instrument evidencing
such Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such person is
required to perform thereunder) as determined by such person in good faith.


“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 Agreement” shall have the meaning
assigned to such term in the Security Agreement.


“Credit Event” shall have the meaning
assigned to such term in Section 4.01.


“Credit Parties” shall mean Borrower and the
Guarantors.


“Debt Issuance” shall mean the incurrence by
Parent, Borrower or any Subsidiary of any Indebtedness after the Closing Date
(other than the issuance of the Permitted Parent Notes, the entry into any
Permitted Parent Hedge and as permitted by Section 6.01).


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


“Disqualified Capital Stock” shall mean any
Equity Interest 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 90 days
following 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 Equity Interests referred to in (a)
above, in each case at any time on or prior to 90 days following the Term Loan
Maturity Date, or (c) contains any repurchase obligation which comes into
effect prior to payment in full of all amounts hereunder.


“Dividend” with respect to any person shall
mean that such person has declared or paid a dividend or returned any equity
capital to its stockholders or made any other distribution, payment or delivery
of property (other than common stock of such person) or cash to its
stockholders as such, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for consideration any shares of any class of its
capital stock outstanding on or after the Closing Date (or any options or
warrants issued by such person with respect to its capital stock), or set aside
any funds for any of the foregoing purposes, or shall have permitted any of its
subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of such person outstanding on or after the
Closing Date (or any options or warrants issued by such person with respect to
its capital stock).



 11
 









“Documentation
Agent” shall have the meaning assigned to such term in the preamble
hereto.


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


“ECF Optional
Prepayments” shall have the meaning assigned to such term in Section
2.10(f).


“ECF Percentage” shall mean, with respect to
any fiscal year, the applicable percentage set forth below across from the
applicable Leverage Ratio of the Borrower as of the last day of such fiscal
year:


	
  Borrower’s Leverage Ratio

  	
   

  	
  Applicable Percentage

  	
   

  
	
  > 3.5:1.0

  	
   

  	
  50

  	
  %

  
	
  ≤ 3.5:1.0

  	
   

  	
  0

  	
  %

  



 


“environment” shall mean ambient air,
surface water and groundwater (including potable water, navigable water and
wetlands), the land surface or subsurface strata, natural resources such as
flora and fauna or as otherwise defined in any Environmental Law.


“Environmental Claim” shall mean any written
accusation, allegation, notice of violation, investigation or potential
liability claim, demand, order, directive, cost recovery action or other cause
of action by any Governmental Authority or any person for damages, injunctive
or equitable relief, personal injury (including sickness, disease or death),
Response action costs, property damage, natural resource damages, nuisance,
pollution, any adverse effect on the environment caused by any Hazardous
Material, or for fines, penalties, restrictions or modification of operations
or equipment, resulting from or based upon (a) the existence, or the
continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure to any
Hazardous Material, (c) the presence, use, handling, transportation,
storage, treatment or disposal of any Hazardous Material or (d) the
violation or alleged violation of any Environmental Law or Environmental
Permit.


“Environmental Law” shall mean any and all
applicable present and future treaties, laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
or the common law relating in any way to the environment (including, without
limitation preservation or reclamation of natural resources), the management,
Release or threatened Release of any Hazardous Material or to public or occupational
health and safety matters to the extent involving exposure to Hazardous
Materials, including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. (collectively “CERCLA”), the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and
Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq., the Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq., the Clean Air Act of 1970, as
amended, 42 U.S.C. §§ 7401 et seq.,
the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601 et seq., the Occupational Safety and
Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq., the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq., the Safe Drinking Water Act of
1974, as amended, 42 U.S.C. §§ 300(f) et
seq., the Hazardous Materials Transportation Act, 49 U.S.C.
§§ 5101 et seq., and any
similar or implementing state, local or foreign law, and all amendments to or
regulations promulgated under, any of the foregoing.



 12















“Environmental Permit” shall mean any
permit, approval, authorization, certificate, license, variance, filing or
permission required by or from any Governmental Authority pursuant to any
Environmental Law.


“Equity Interest” shall mean, with respect
to any person, any and all shares, interests, participations or other
equivalents, including membership interests (however designated, whether voting
or non-voting), of capital of such person, including, if such person is a
partnership, partnership interests (whether general or limited) and any other
interest or participation that confers on a person the right to receive a share
of the profits and losses of, or distributions of assets of, such partnership,
whether outstanding on the Closing Date or issued after the Closing Date.


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


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


“ERISA Event” shall mean (a) any “reportable
event,” as defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived by regulation); (b) the existence with respect to
any Plan of an “accumulated funding deficiency” (as defined in Section 412
of the Tax Code or Section 302 of ERISA), whether or not waived, the
failure to make by its due date a required installment under
Section 412(m) of the Tax Code with respect to any Plan or the failure to make
any required contribution to a Multiemployer Plan; (c) the filing pursuant
to Section 412(d) of the Tax Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by any Company or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by any Company or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, or
the occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Plan; (f) the incurrence by any Company or any
of its ERISA Affiliates of any liability with respect to the withdrawal from
any Plan or Multiemployer Plan; (g) the receipt by any Company or its
ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title IV of ERISA;
(h) the making of any amendment to any Plan which could result in the imposition
of a lien or the posting of a bond or other security; and (i) the
occurrence of a nonexempt prohibited transaction (within the meaning of
Section 4975 of the Tax Code or Section 406 of ERISA) which could
result in liability to any Company.


“Eurodollar Borrowing” shall mean a
Borrowing comprised of Eurodollar Loans.


“Eurodollar Loan” shall mean any Eurodollar
Revolving Loan or Eurodollar Term Loan.


“Eurodollar Revolving Loan” shall mean any
Revolving Loan bearing interest at a rate determined by reference to the
Adjusted LIBOR Rate in accordance with the provisions of Article II.


“Eurodollar Term Loan” shall mean any Term
Loan bearing interest at a rate determined by reference to the Adjusted LIBOR
Rate in accordance with the provisions of Article II.



 13
 









“Event of Default” shall have the meaning
assigned to such term in Article VIII.


“Excess Cash Flow” shall mean, for any
fiscal year of Borrower, the sum, without duplication, of


(a)           Borrower’s Consolidated EBITDA for
such fiscal year; provided that,
to the extent otherwise included in such calculation, such calculation shall
exclude all unrealized gains and unrealized losses; plus


(b)           the difference, if positive, of the
amount of Net Working Capital at the end of the prior fiscal year over the
amount of Net Working Capital at the end of such fiscal year; minus


(c)           the absolute value of the difference,
if negative, of the amount of Net Working Capital at the end of the prior
fiscal year over the amount of Net Working Capital at the end of such fiscal
year; minus


(d)           the amount of non-recurring
cash items reducing Borrower’s Consolidated Net Income; minus


(e)           without duplication of any amount
that reduced Excess Cash Flow in any preceding year (including under the
Original Credit Agreement), the amount of any cash income taxes and related
interest and penalties paid by Borrower and its Consolidated Subsidiaries in
such fiscal year; minus


(f)            cash interest (excluding any accrued
interest included in clause (j) of this definition in the prior fiscal year),
commitment fees, Letter of Credit fees and other fees associated with or paid
pursuant to any Loan Document or any other Indebtedness paid by Borrower and
its Consolidated Subsidiaries during such fiscal year and fees and expenses
incurred in connection with (x) the Transactions, (y) any Permitted Acquisition
or (z) the sale, remediation or relocation work concerning the San Carlos
Facility; minus


(g)           Capital Expenditures made in cash in
compliance with Section 6.07(b), cash payments in respect of Acquisition
Consideration and cash Investments made in accordance with Section 6.03,
in each case, during such fiscal year and to the extent funded by Borrower or
any of its Consolidated Subsidiaries from Internally Generated Funds; minus


(h)           permanent repayments of Indebtedness
(other than any optional prepayment of the Loans) made by Borrower and its
Consolidated Subsidiaries during such fiscal year but only to the extent such
repayments do not occur in connection with a refinancing of all or any portion
of the Loans; minus


(i)            extraordinary cash losses from the
sale of assets during such fiscal year and not included in Borrower’s
Consolidated EBITDA; minus


(j)            interest associated with or pursuant
to any Loan Document or any other Indebtedness owed by Borrower and its Consolidated
Subsidiaries accrued during such fiscal year but to be paid in the subsequent
fiscal year; minus


(k)           dividends made by Borrower to
Parent during such fiscal year in accordance with Section 6.05(c),
(d), (f), (g), (h) and, only to the extent such dividends are used by Parent to
prepay, redeem or repurchase any Parent Floating Rate Notes, (j); plus



 14
 









(l)            any amount received by Borrower from
Parent pursuant to clause (i)(B)(y) of the proviso in Section 6.05(g);


provided
that, to the extent otherwise included therein, the Net Cash
Proceeds of Asset Sales and Casualty Events shall be excluded from the
calculation of Excess Cash Flow.


“Excess Cash
Flow Shortfall” shall have the meaning assigned to such term in Section
2.10(f).


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


“Excluded Taxes” shall mean, with respect to
the Administrative Agent, any Lender, the Issuing Bank or any other recipient
of any payment to be made by or on account of any obligation of Borrower
hereunder, (a) income, branch profits or franchise taxes imposed on (or
measured by) its net income by the jurisdiction under the laws of which such
recipient is organized or in which its principal office or applicable lending
office is located and (b) in the case of a Foreign Lender (other than an
assignee pursuant to a request by Borrower under Section 2.16), any
U.S. withholding tax that is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office) or is attributable to such Foreign Lender’s failure to
comply with Section 2.15(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from Borrower
with respect to such withholding tax pursuant to Section 2.15(a)
(it being understood and agreed, for the avoidance of doubt, that any U.S.
withholding tax imposed on a Foreign Lender as a result of a Change in Law or
regulation or interpretation thereof occurring after the time such Foreign
Lender became a party to this Agreement shall not be an Excluded Tax).


“Executive Order” shall have the meaning
assigned to such term in Section 3.22.


“Federal Funds Effective Rate” shall mean,
for any day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average of the quotations for the day for such
transactions received by the Administrative Agent from three federal funds brokers
of recognized standing selected by it.


“Fee Letter” shall mean the confidential Fee
Letter, dated July 11, 2007, among the Borrower, Parent, UBS Loan Finance
LLC, UBS Securities LLC, UBS AG, Stamford Branch, Bear Stearns Corporate
Lending Inc., Bear, Stearns & Co. Inc., the Royal Bank of Scotland plc and
RBS Securities Corp.


“Fees” shall mean the Commitment Fees, the
Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.


“Financial Officer” of any person shall mean
the chief financial officer, principal accounting officer, Treasurer or
Controller of such person.


“Foreign Lender” shall mean any Lender that
is not a United States person within the meaning of Section 7701(a)(30) of
the Tax Code.



 15
 









“Foreign Plan” shall mean any employee
benefit plan, program, policy, arrangement or agreement maintained or
contributed to by any Company with respect to employees employed outside the
United States.


“Foreign Subsidiary” shall mean a Subsidiary
that is organized under the laws of a jurisdiction other than the United States
or any state thereof or the District of Columbia.


“Fronting Fee” shall have the meaning
assigned to such term in Section 2.05(c).


“GAAP” shall mean generally accepted
accounting principles in the United States applied on a consistent basis.


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


“Governmental Real Property Disclosure Requirements”
shall mean any Requirement of Law of any Governmental Authority requiring
notification of the buyer, mortgagee or assignee of Real Property, or
notification, registration or filing to or with any Governmental Authority,
prior to the sale, mortgage or assignment of any Real Property or transfer of
control of an establishment, of the actual or threatened presence or release
into the environment, or the use, disposal or handling of Hazardous Material
on, at, under or near the Real Property to be sold, mortgaged or assigned or
the establishment for which control is to be transferred.


“Gross Excess
Cash Flow” shall have the meaning assigned to such term in Section
2.10(f).


“Group Companies” shall mean Parent and the
Companies; and “Group Company”
shall mean any one of them.


“Guaranteed Obligations” shall have the
meaning assigned to such term in Section 7.01.


“Guarantees” shall mean the guarantees
issued pursuant to Article VII by the Guarantors.


“Guarantors” shall mean Parent and the
Subsidiary Guarantors.


“Hazardous Materials” shall mean all
pollutants, contaminants, chemicals, wastes, substances and constituents
including without limitation petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or
equipment, radon gas, infectious or medical wastes which are regulated pursuant
to, or can give rise to liability under, any Environmental Law.


“Hedging Agreement” means any Interest Rate
Protection Agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest or currency exchange rate or commodity
price hedging arrangement.


“Increase Effective Date” shall have the
meaning assigned to such term in Section 2.20(a).


“Increase Joinder” shall have the meaning
assigned to such term in Section 2.20(c).



 16
 









“Indebtedness” of any person shall mean,
without duplication, (a) all obligations of such person for borrowed
money; (b) all obligations of such person evidenced by bonds, debentures,
notes or similar instruments; (c) all obligations of such person upon
which interest charges are customarily paid or accrued; (d) all
obligations of such person under conditional sale or other title retention
agreements relating to property purchased by such person; (e) all
obligations of such person issued or assumed as the deferred purchase price of
property or services (excluding trade accounts payable incurred in the ordinary
course of business); (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person in an amount not to exceed the fair market value of such property,
whether or not the obligations secured thereby have been assumed; (g) all
Capital Lease Obligations, Purchase Money Obligations and synthetic lease
obligations of such person; (h) all obligations of such person in respect
of Hedging Agreements; provided that,
for the purpose of the definitions of Consolidated Indebtedness and
Consolidated Secured Indebtedness, the amount of Indebtedness of the type
referred to in this clause (h) of any person shall be zero unless and
until such Indebtedness shall be terminated, in which case the amount of such
Indebtedness shall be the then termination payment due thereunder by such
person; (i) all obligations of such person as an account party in respect
of drawn letters of credit, letters of guaranty and bankers’ acceptances; and
(j) all Contingent Obligations of such person in respect of Indebtedness
or obligations of others of the kinds referred to in clauses (a) through
(i) above.  The Indebtedness of any person
shall include the Indebtedness of any other entity (including any partnership
in which such person is a general partner) to the extent such person is liable
therefor as a result of such person’s ownership interest in or other relationship
with such entity, except to the extent that the terms of such Indebtedness
provide that such person is not liable therefor.  For the avoidance of doubt, indemnification,
adjustment of purchase price, earn-out or similar obligations, in each case,
incurred or assumed in connection with the acquisition or disposition of any
business or assets of Borrower or any Subsidiary or Equity Interests of a
Subsidiary shall not be deemed Indebtedness, other than (i) guarantees of
Indebtedness incurred by any person acquiring all or any portion of such
business, assets or Equity Interests for the purpose of financing or in
contemplation of any such acquisition, (ii) to the extent of any amount of such
obligations included on the face of the balance sheet of Borrower or any
Subsidiary as a long-term liability and (iii) in the case of a disposition, the
maximum aggregate liability in respect of all such obligations in excess of the
gross proceeds actually received by Borrower and the Subsidiaries in connection
with such disposition.


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


“Indemnitee” shall have the meaning assigned
to such term in Section 11.03(b).


“Intellectual Property” shall have the meaning
assigned to such term in Section 3.05(c).


“Intercompany Note” shall mean a promissory
note substantially in the form of Exhibit N.


“Interest Election Request” means a request
by Borrower to convert or continue a Revolving Borrowing, Term Borrowing or any
Borrowing of a new Class of Loans created pursuant to Section 2.20 in
accordance with Section 2.08(b), substantially in the form of Exhibit E.


“Interest Payment Date” shall mean (a) with
respect to any ABR Loan (other than a Swingline Loan), the last day of each
March, June, September and December to occur during the period that such Loan
is outstanding and the final maturity date of such Loan, (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan
with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’
duration after the first day



 17
 









of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.


“Interest Period” shall mean, with respect
to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months and, if available to all relevant
Lenders, nine or twelve months thereafter, as Borrower may elect; provided that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (b) any Interest
Period that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month
of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period.  For
purposes of this definition, the date of a Borrowing initially shall be the
date on which such Borrowing is made and thereafter shall be the effective date
of the most recent conversion or continuation of such Borrowing; provided,
however,  that an
Interest Period shall be limited to seven days to the extent required under Section 2.03(e)
hereof.


“Interest Rate Protection Agreement” shall
mean any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement or similar agreement or arrangement designed to protect
Borrower or the Subsidiaries against fluctuations in interest rates and not
entered into for speculation.


“Internally Generated Funds” shall mean
funds not constituting the proceeds of any Loan (other than Revolving Loans),
Debt Issuance (other than Revolving Loans), issuance of equity securities,
Asset Sale, insurance recovery or Indebtedness (other than Revolving Loans), in
each case without regard to the exclusions from the definition thereof.


“Investments” shall have the meaning
assigned to such term in Section 6.03.


“Issuing Bank” shall mean, as the context
may require, (a) UBS AG, Stamford Branch, with respect to Letters of
Credit issued by it; (b) any other Lender that may become an Issuing Bank
pursuant to Section 2.18(i), with respect to Letters of Credit
issued by such Lender; or (c) collectively, all of the foregoing.


“Joinder Agreement” shall mean that certain
joinder agreement substantially in the form of Exhibit F.


“Joint Lead Arrangers” shall have the
meaning assigned to such term in the preamble hereto.


“Landlord Access Agreement” shall mean a
Landlord Access Agreement, substantially in the form of Exhibit A,
or such other form as may reasonably be acceptable to the Collateral Agent.


 “LC
Commitment” shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.18.


“LC Disbursement” shall mean a payment or
disbursement made by the Issuing Bank pursuant to a Letter of Credit.


“LC Exposure” shall mean at any time the sum
of (a) the aggregate undrawn amount of all outstanding Letters of Credit
at such time plus (b) the
aggregate principal amount of all LC Disbursements



 18
 









that have not yet been
reimbursed at such time.  The LC Exposure
of any Revolving Lender at any time shall mean its Pro Rata Percentage of the
aggregate LC Exposure at such time.


“LC Participation Fee” shall have the
meaning assigned to such term in Section 2.05(c).


“LC Sub-Account” shall have the
meaning assigned to such term in Section 9.01(d).


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


“Lenders” shall mean (a) the financial
institutions that are signatory hereto (pursuant to the provisions of Section
11.06) and (b) any financial institution that has become a party hereto pursuant
to an Assignment and Acceptance, in each case, other than any such financial
institution that has ceased to be a party hereto pursuant to another Assignment
and Acceptance.  Unless the context
clearly indicates otherwise, the term “Lenders” shall include the Swingline
Lender.


“Letter of Credit” shall means any
(i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in
each case, issued or to be issued by an Issuing Bank for the account of
Borrower pursuant to Section 2.18.


“Leverage Ratio” shall mean, for any person,
at any date of determination, the ratio of Consolidated Indebtedness on such
date to Consolidated EBITDA of such person for the Test Period then most
recently ended.


“LIBOR Rate” shall mean, with respect to any
Eurodollar Borrowing for any Interest Period therefor, the rate per annum
determined by the Administrative Agent to be the arithmetic mean (rounded to
the nearest 1/100th of 1%) of the offered rates for deposits in
dollars with a term comparable to such Interest Period that appears on the
Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined
below) at approximately 11:00 a.m., London, England time, on the second
full Business Day preceding the first day of such Interest Period; provided,
however,  that (i) if
no comparable term for an Interest Period is available, the LIBOR Rate shall be
determined using the weighted average of the offered rates for the two terms
most nearly corresponding to such Interest Period and (ii) if there shall
at any time no longer exist a Telerate British Bankers Assoc. Interest
Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during
each Interest Period pertaining to Eurodollar Borrowings comprising part of the
same Borrowing, the rate per annum equal to the rate at which the
Administrative Agent is offered deposits in dollars at approximately
11:00 a.m., London, England time, two Business Days prior to the first day
of such Interest Period in the London interbank market for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of such Eurodollar Borrowing to be
outstanding during such Interest Period. 
“Telerate British Bankers Assoc.
Interest Settlement Rates Page” shall mean the display designated as
Page 3750 on the Telerate System Incorporated Service (or such other page
as may replace such page on such service for the purpose of displaying the
rates at which dollar deposits are offered by leading banks in the London interbank
deposit market).


“Lien” shall mean, with respect to any
property, (a) any mortgage, deed of trust, lien, pledge, encumbrance,
charge, assignment, hypothecation or security interest, in each of the
foregoing cases whether voluntary or imposed by law, and any agreement to give
any of the foregoing; (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to



 19
 









such property; and
(c) in the case of securities (other than securities representing an
interest in a joint venture), any purchase option, call or similar right of a
third party with respect to such securities.


“Loan Documents” shall mean this Agreement,
the Notes (if any) and the Security Documents.


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


“Loans” shall mean the loans made (or deemed
made pursuant to Section 2.19) by the Lenders to Borrower pursuant to
this Agreement.


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


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


“Maturity
Extension Event” shall mean the Senior Subordinated Notes have been
repurchased, redeemed and/or refinanced in full and if such repurchase, redemption
or refinancing is funded with proceeds of Indebtedness such Indebtedness shall
have a final maturity not earlier than the eighth anniversary of the Closing
Date.


 “Maximum
Rate” shall have the meaning assigned to such term in Section 11.13.


“Mortgage” shall mean an agreement,
including, but not limited to, a mortgage, deed of trust or any other document,
creating and evidencing a Lien on a Mortgaged Real Property, which shall be in
substantially the form of Exhibit H, with such schedules and
including such provisions as shall be necessary to conform such document to
applicable or local law or as shall be customary under local law, as the same
may at any time be amended in accordance with the terms thereof and hereof.


“Mortgage Amendment” shall have the meaning
assigned to such term in Section 4.02(o).


“Mortgage Policy” shall have the meaning
assigned to such term in Section 4.02(o).


“Mortgaged Real Property” shall mean
(a) each Real Property identified on Schedule 1.01(a) hereto
and (b) each Real Property, if any, which shall be subject to a Mortgage
delivered after the Closing Date pursuant to Section 5.11(c) or 4.02.


“Multiemployer Plan” shall mean a
multiemployer plan within the meaning of Section 4001(a)(3) of ERISA
(a) to which any Company or any ERISA Affiliate is then making or has an
obligation to make contributions; (b) to which any Company or any ERISA
Affiliate has within the preceding five plan years made contributions; or (c)
with respect to which any Company could incur liability.


“Net Cash Proceeds” shall mean:


(a)           with respect to any Asset Sale, the cash
proceeds received by any Group Company (including cash proceeds subsequently
received (as and when received by any Group Company) in respect of noncash
consideration initially received) net of (i) selling expenses (including



 20
 









reasonable brokers’
fees or commissions, legal, accounting and other professional and transactional
fees, transfer and similar taxes and Borrower’s good faith estimate of other
taxes paid or payable in connection with such sale); (ii) amounts provided
as a reserve, in accordance with GAAP, against any liabilities under any
indemnification obligations associated with such Asset Sale (provided that, to the extent and at the
time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of
payments required to be made with respect to unassumed liabilities relating to
the assets sold; and (iv) the principal amount, premium or penalty, if
any, interest and other amounts on any Indebtedness for borrowed money which is
secured by a senior Lien on the asset sold in such Asset Sale and which is
repaid with such proceeds (other than any such Indebtedness assumed by the purchaser
of such asset);


(b)           with respect to any Debt Issuance or
issuance of equity securities, the cash proceeds thereof, net of customary
fees, commissions, costs and other expenses incurred in connection therewith;
and


(c)           with respect to any Casualty Event,
the cash insurance proceeds, condemnation awards and other compensation
received in respect thereof, net of all reasonable costs and expenses incurred
in connection with the collection of such proceeds, awards or other
compensation in respect of such Casualty Event.


“Net Working Capital” shall mean, at any
time, Consolidated Current Assets at such time minus Consolidated Current
Liabilities at such time; provided that the following items, to the extent they
are otherwise included in Consolidated Current Assets or Consolidated Current
Liabilities, shall be excluded: (a) advances and prepaid expenses in connection
with the sale, remediation or relocation concerning the San Carlos Facility,
(b) assets or liabilities in connection with forward hedge accounting in
accordance with generally accepted accounting principles that represent
unrealized gains or unrealized losses, (c) non-cash step-ups of inventory
pursuant to purchase accounting adjustments associated with Permitted
Acquisitions, (d) deferred tax assets or liabilities and (e) accrued and unpaid
“earn-outs” in connection with any Permitted Acquisition hereunder.


“Non-Guarantor Subsidiary” shall mean each
Subsidiary that is not a Subsidiary Guarantor.


“Notes” shall mean any notes evidencing the
Term Loans, Revolving Loans or Swingline Loans issued pursuant to this
Agreement, if any, substantially in the form of Exhibit I-1, I-2
or I-3.


“Obligations” shall mean
(a) obligations of the Credit Parties from time to time arising under or
in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on Loans, when
and as due, whether at maturity, by acceleration, upon one or more dates set
for prepayment or otherwise, (ii) each payment required to be made by the
Credit Parties under this Agreement in respect of any Letter of Credit, when
and as due, including payments in respect of reimbursement of disbursements,
interest thereon and obligations to provide cash collateral and (iii) all
other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Credit Parties under this
Agreement and the other Loan Documents, (b) the due and punctual payment
of all obligations of the Credit Parties under each Hedging Agreement in
respect of the Loans entered into with any counterparty that was a Lender or an
Affiliate of a Lender at the time such Hedging Agreement was



 21
 









entered into and
(c) the due and punctual payment of all obligations in respect of
overdrafts and related liabilities owed to any Lender, any Affiliate of a
Lender, the Administrative Agent or the Collateral Agent arising from treasury,
depositary and cash management services or in connection with any automated
clearinghouse transfer of funds.


“Officers’ Certificate” shall mean, as
applied to any corporation, a certificate executed on behalf of such
corporation by its Chairman of the Board of Directors (if an officer), its
Chief Executive Officer, its President or one of its Vice Presidents (or an
equivalent officer) or by its Chief Financial Officer, Vice President-Finance
or its Treasurer (or an equivalent officer) or any Assistant Treasurer, each in
his or her official (and not individual) capacity.


“Original Closing Date” shall mean the date
of initial funding under the Original Credit Agreement, January 23, 2004.


“Original Credit Agreement” shall mean the
Credit Agreement dated as of January 23, 2004, as amended, restated,
supplemented or otherwise modified from time to time prior to the date hereof,
among Borrower, Parent, UBS AG, Stamford Branch, as administrative agent and
collateral agent, and the lenders and other agents party thereto.


“Original Lenders” shall mean the lenders
under the Original Credit Agreement.


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


“Overdraft Obligations” shall mean the
Obligations described in clause (c) of the definition of “Obligations.”


“Parent” shall have the meaning assigned to
such term in the preamble hereto.


“Parent Floating Rate Notes” shall mean
(i) Parent’s Floating Rate Senior Notes due 2015 issued in February 2005
and any registered notes issued by Parent in exchange for, and as contemplated
by, such notes with substantially identical terms as Parent’s Floating Rate
Senior Notes due 2015 and (ii) any securities issued as payment of
interest on securities described in clause (i) and any registered notes
issued by Parent in exchange for, and as contemplated by, such notes, provided
that all such notes shall have substantially identical terms as Parent’s
Floating Rate Notes due 2015.


“Participant” shall have the meaning
assigned to such term in Section 11.04(e).


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


“Perfection Certificate” shall mean a
certificate in the form of Exhibit J-1 or any other form
approved by the Collateral Agent, as the same shall be supplemented from time
to time by a Perfection Certificate Supplement or otherwise.


“Perfection Certificate Supplement” shall
mean a certificate supplement in the form of Exhibit J-2 or
any other form approved by the Collateral Agent.



 22
 









“Permitted Acquisition” shall mean, with
respect to Borrower or any Subsidiary Guarantor, any transaction or series of
related transactions for the direct or indirect (a) acquisition of all or
a portion of the property of any other person, or of any business segment or
division of any other person; (b) acquisition of any brand, patent,
trademark or trade name; (c) acquisition of a majority of the Equity
Interests of any other person (to the extent such acquisition causes such
person to become a subsidiary of the acquiror), or otherwise causing any other
person to become a subsidiary of such person; or (d) merger or
consolidation or any other combination with any other person, if each of the
following conditions are met:


(i)            no Default then exists or would
result therefrom;


(ii)           on a Pro Forma Basis after giving
effect to such acquisition, Borrower and Parent shall be in compliance with the
covenants set forth in Section 6.07 as of the most recent Test Period
(assuming, for purposes of Section 6.07, that such acquisition, and
all other Permitted Acquisitions consummated since the first day of the
relevant Test Period for the financial covenants set forth in Section 6.07
ending on or prior to the date of such acquisition, had occurred on the first
day of such relevant Test Period);


(iii)          the acquired person shall be engaged
in a business in which Borrower and the Subsidiaries are permitted to engage and
the property acquired in connection with any such acquisition shall be made
subject to the Lien of the Security Documents to the extent required under the
Loan Documents and shall be free and clear of any Liens, other than Permitted
Liens;


(iv)          the Board of Directors or other
similar governing body of the acquired person shall not have indicated publicly
its opposition to the consummation of such acquisition;


(v)           with respect to any acquisition
involving Acquisition Consideration of more than $10.0 million, Borrower shall
have provided the Administrative Agent and the Lenders with (A) historical
financial statements for the last three fiscal years of the person or business
to be acquired (audited if available, and if such Acquisition Consideration is
more than $40.0 million, audited if available without undue cost or delay) and
unaudited financial statements thereof for the most recent interim period which
are available; provided that with respect to any
acquisition involving Acquisition Consideration of more than $60.0 million,
Borrower shall have provided to the Administrative Agent and the Lenders either
(i) the audited historical financial statements for the last fiscal year of the
person or business to be acquired or (ii) a “quality of earnings report” prepared
by a firm reasonably satisfactory to the Administrative Agent with respect to
the historical financial statements for the last fiscal year of the person or
business to be acquired, (B) reasonably detailed projections for the
succeeding five years pertaining to the person or business to be acquired,
(C) copies of all material documentation pertaining to such acquisition,
and (D) all such other information and data relating to such acquisition
or the person or business to be acquired as may be reasonably requested by the
Administrative Agent or the Required Lenders;


(vi)          Borrower shall have delivered to the
Agents and the Lenders an Officers’ Certificate certifying that (A) such
acquisition complies with this definition (which shall have attached thereto reasonably
detailed backup data and calculations showing such compliance), and
(B) such acquisition could not reasonably be expected to result in a
Material Adverse Effect;


(vii)         the aggregate amount of the Acquisition
Consideration for all Permitted Acquisitions since the Closing Date (excluding
the Specified Acquisitions and any Permitted Acquisitions to the extent made in
reliance on the Available Basket Amount) shall not exceed $150.0 million; and



 23
 









(viii)        the fees and expenses in connection with
such acquisition shall be reasonable; provided
that in the case of any acquisition involving Acquisition
Consideration of more than $10.0 million, the fees and expenses in connection
with such acquisition shall be reasonably acceptable to the Administrative Agent.


“Permitted Holders” shall mean,
collectively, The Cypress Group L.L.C., Cypress Merchant Banking Partners II
L.P., Cypress Merchant Banking II C.V., 55th Street Partners II L.P., Cypress Side-by-Side
L.L.C. (or any vehicle formed pursuant to the governing agreements of such
vehicles to invest with or in lieu of such vehicles) (together “CMBP II”), any new investment funds
sponsored or managed by Cypress Advisors Inc. or an affiliate thereof and any
new partnership or other vehicle created to co-invest with CMBP II or such new
investment fund sponsored or managed by Cypress Advisors Inc. or an affiliate
thereof; provided that with
respect to any such new investment fund, partnership or other vehicle, The
Cypress Group L.L.C., Cypress Associates II LLC or another entity Controlled by
employees of Cypress Advisors Inc. is the general partner or similar managing
entity of such new investment fund, partnership or other vehicle.


“Permitted Liens” shall have the meaning
assigned to such term in Section 6.02.


“Permitted Collateral Lien” shall have the
meaning ascribed thereto in the applicable Mortgage.


“Permitted Parent Hedge” shall mean an
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or similar agreement or arrangement hedging Parent’s exposure with
respect to the floating interest rate component of the Permitted Parent Notes
and not entered into for speculation, all on terms and conditions and with a
counterparty that is a Lender or an Affiliate of a Lender at the time that such
agreement is entered into and otherwise reasonably acceptable to the Administrative
Agent (it being understood that a Lender or an Affiliate of a Lender that is a
commercial bank having, or which is the principal banking subsidiary of a bank holding
company organized under the laws of the United States, any state thereof or the
District of Columbia having, at the time the transaction is entered into,
capital and surplus aggregating in excess of $500 million and a rating of “A”
(or such other similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) is satisfactory to the Administrative Agent).


“Permitted Parent Notes” shall mean
(a) the Parent Floating Rate Notes, (b) debt securities issued by
Parent from time to time; provided
that (i) the proceeds of such issuance may be used to pay a dividend and
to pay reasonable fees and expenses in connection with such issuance;
(ii) the final scheduled maturity of the principal of such debt shall not
be prior to the 91st day after the Term Loan Maturity Date;
(iii) such debt securities shall not be secured by any collateral and
shall not be guaranteed by Borrower or any of its Subsidiaries; (iv) at the
time of issuance of such debt securities and after giving effect thereto,
Borrower’s corporate credit rating shall be no less than B+ by Standard &
Poor’s Rating Service and Borrower’s senior implied rating shall be no less
than B2 by Moody’s Investors Service, Inc.; and (v) the covenants and
events of default applicable to such debt securities shall not be more
restrictive in any material respect to Parent and its subsidiaries than the
Senior Subordinated Note Documents are to Borrower and the Subsidiaries, and (c) debt
securities issued semiannually as payment of interest on debt securities
described in clause (b), with the same terms and conditions.


“person” shall mean any natural person,
corporation, business trust, joint venture, association, company, limited
liability company, partnership or government, or any agency or political subdivision
thereof.



 24
 









“Plan” shall mean any employee pension
benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Tax Code or Section 302
of ERISA, and in respect of which Borrower or any of its ERISA Affiliates is
(or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


“Post-Amendment
Revolving Lenders” shall have the meaning assigned to such term in Section
2.19(e).


“Pre-Amendment
Revolving Lenders” shall have the meaning assigned to such term in Section
2.19(e).


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


“Preferred Stock Issuance” shall mean any
issuance or sale by any Group Company after the Closing Date of Preferred Stock
(other than Qualified Capital Stock of Parent).


“Prime Rate” shall mean, for any day, a rate
per annum that is equal to the corporate base rate of interest established by
the Administrative Agent from time to time; each change in the Prime Rate shall
be effective on the date such change is publicly announced as being
effective.  The corporate base rate is
not necessarily the lowest rate charged by the Administrative Agent to its
customers.


“Pro Forma  Basis”
shall mean, as to any person, for any events as described in clauses (ii)
and (iii) below which occur subsequent to the commencement of a period for
which the financial effect of such events is being calculated, and giving
effect to the events for which such calculation is being made, such calculation
as will give pro forma effect to
such events as if same had occurred at the beginning of such period of
calculation, and


(i)            for purposes of the foregoing
calculation, each transaction giving rise to the need to calculate the pro forma effect to any of the following
events shall be assumed to have occurred on the first day of the four
consecutive fiscal quarter period most recently ended for which financial
statements are required by Section 5.01 to have been delivered (the
“Reference Period”);


(ii)           in making any determination of
Consolidated EBITDA, pro forma effect
shall be given to any Asset Sale or any Permitted Acquisition (or any similar
transaction or transactions which require a waiver or consent of the Required
Lenders pursuant to Section 6.04), in each case which occurred
during the Reference Period (or, in the case of determinations made pursuant to
the definition of Permitted Acquisition or Section 6.07, occurring
during the Reference Period or thereafter and through and including the date
upon which the respective Permitted Acquisition is consummated or incurrence or
repayment of Indebtedness had occurred) as if such Asset Disposition, such
Permitted Acquisition or other transaction, as the case may be, occurred on the
first day of the Reference Period; and


(iii)          in making any determination on a Pro
Forma Basis, (x) all Indebtedness (including Indebtedness incurred or
assumed and for which the financial effect is being calculated, whether
incurred under this Agreement or otherwise, but excluding normal fluctuations
in revolving Indebtedness incurred for working capital purposes and not to
finance any acquisition) incurred or permanently repaid during the Reference
Period (or, in the case of determinations made pursuant to the definition of
Permitted Acquisition or Section 6.07, occurring during the Reference



 25
 









Period or thereafter and through and including the
date upon which the respective Permitted Acquisition is consummated or
incurrence or repayment of Indebtedness had occurred) shall be deemed to have
been incurred or repaid at the beginning of such period and
(y) Consolidated Interest Expense of such person attributable to interest
on any Indebtedness, for which pro forma effect
is being given as provided in preceding clause (x), bearing floating
interest rates shall be computed on a pro
forma basis as if the rates which would have been in effect during
the period for which pro forma effect
is being given had been actually in effect during such periods.


Pro
forma calculations made pursuant to this definition of “Pro
Forma Basis” shall be made on a basis consistent with Regulation S-X
under the Exchange Act or on another basis reasonably acceptable to the
Administrative Agent.


“Pro Rata  Percentage”
of any Revolving Lender at any time shall mean the percentage of the total
Revolving Commitment represented by such Lender’s Revolving Commitment.


“property” shall mean any right, title or
interest in or to property or assets of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible and including Equity Interests
or other ownership interests of any person and whether now in existence or
owned or hereafter entered into or acquired.


“Purchase Money Obligation” shall mean, for
any person, the obligations of such person in respect of Indebtedness incurred
for the purpose of financing all or any part of the purchase price of any
property (including Equity Interests of any person) or the cost of
installation, construction or improvement of any property or assets and any
refinancing thereof; provided, however,
that such Indebtedness is incurred within 90 days after such
acquisition of such property by such person.


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


“Real Property” shall mean, collectively,
all right, title and interest (including any leasehold estate) in and to any
and all parcels of or interests in real property owned, leased or operated by
any person, whether by lease, license or other means, together with, in each
case, all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures and equipment, all general intangibles
and contract rights and other property and rights incidental to the ownership,
lease or operation thereof.


“Reduced Lender” shall have the meaning
assigned to such term in the recitals hereto.


“Refinancing” shall mean the transactions
described in Section 4.02(d).


“Refinancing Indebtedness” shall mean
Indebtedness of Borrower or a Subsidiary incurred in exchange for, or the
proceeds of which are used to redeem or refinance in whole or in part, any
Indebtedness of Borrower or any Subsidiary (the “Refinanced Indebtedness”); provided
that:


(a)           the stated principal amount (and
accreted value, in the case of Indebtedness issued at a discount) of the
Refinancing Indebtedness does not exceed the stated principal amount (and
accreted value, as the case may be) of the Refinanced Indebtedness immediately
prior to the refinancing plus the amount of accrued and unpaid interest on the
Refinanced Indebtedness, any reasonable premium paid to the holders of the
Refinanced Indebtedness (it being understood that if the Refinanced
Indebtedness was issued at a discount, the difference between the amount of
principal paid thereon and the then accreted value at the date of prepayment
thereof shall be



 26
 









deemed reasonable
premium if the principal is the originally required prepayment price, without
prejudice to any additional amount also constituting a reasonable premium) and
reasonable expenses incurred in connection with the incurrence of the
Refinancing Indebtedness;


(b)           the obligor of Refinancing
Indebtedness does not include any person (other than Borrower or any Guarantor)
that is not an obligor of the Refinanced Indebtedness;


(c)           if the Refinanced Indebtedness was
subordinated in right of payment to Obligations, then such Refinancing
Indebtedness, by its terms, is subordinate in right of payment to the
Obligations at least to the same extent as the Refinanced Indebtedness;


(d)           the Refinancing Indebtedness has a
final stated maturity no earlier than the Refinanced Indebtedness being repaid
or amended; and


(e)           the Refinancing Indebtedness has a
weighted average life to maturity that is equal to or greater than the weighted
average life to maturity of the Refinanced Indebtedness.


“Register” shall have the meaning assigned
to such term in Section 11.04(c).


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


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


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


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


“Related Hedging Obligations” shall mean the
obligations described in clause (b) of the definition of “Obligations”


“Release” shall mean any spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, disposing, depositing, dispersing or emanating of any
Hazardous Material in, into, onto or through the environment.


“Required Lenders” shall mean, at any time,
Lenders having Loans, LC Exposure and unused Revolving and Term Loan
Commitments representing at least a majority of the sum of all Loans
outstanding, LC Exposure and unused Revolving and Term Loan Commitments at such
time.


“Requirements of Law” shall mean,
collectively, any and all requirements of any Governmental Authority including
any and all laws, ordinances, rules, regulations or similar statutes or case
law.


“Response” shall mean (a) ”response” as
such term is defined in CERCLA, 42 U.S.C. 
§  9601(25), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to:  (i) clean up, remove, treat, abate or in
any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further
Release, of any Hazardous Material; 



 27
 









or (iii) perform
studies and investigations in connection with, or as a precondition to,
clause (i) or (ii) above.


“Responsible Officer” of any corporation
shall mean any executive officer or Financial Officer of such corporation and
any other officer or similar official thereof with responsibility for the administration
of the obligations of such corporation in respect of this Agreement and, except
with respect to Section 5.06 hereto, “Responsible Officer” shall include
any “Treasury Manager,” “Treasury Analyst” or similar employee or official of
such corporation.


“Revolving Availability Period” shall mean
the period following the Closing Date to but excluding the earlier of the
Business Day preceding the Revolving Maturity Date and the date of termination
of the Revolving Commitments.


“Revolving Borrowing” shall mean a Borrowing
comprised of Revolving Loans.


“Revolving Commitment” shall mean, with
respect to each Lender, the commitment of such Lender to make Revolving Loans
hereunder as set forth on Schedule I to the Confidential Lender
Authorization executed and delivered by such Lender, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Commitment, as
applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 11.04.  The aggregate amount of the Lenders’ Revolving
Commitments on the Closing Date is $60.0 million.


“Revolving Exposure” shall mean, with
respect to any Lender at any time, the aggregate principal amount at such time
of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC
Exposure, plus the aggregate
amount at such time of such Lender’s Swingline Exposure.


“Revolving Lender” shall mean a Lender with
a Revolving Commitment.


“Revolving Loans” shall mean the Revolving
Loans made by the Lenders to Borrower pursuant to Section 2.01(a).


“Revolving Maturity Date” shall mean the
sixth anniversary of the Closing Date; provided that
if the Maturity Extension Event has not occurred on or prior to July 31, 2011,
the Revolving Maturity Date shall be August 1, 2011.


“San Carlos Facility” means the Borrower’s
San Carlos, California facility located at 301 Industrial Road.


“Secured Parties” shall mean, collectively, the
Agents, each Lender, each person holding Related Hedging Obligations (in its
capacity as such) and each person holding Overdraft Obligations.


“Secured Permitted Parent Hedge” shall mean
any Permitted Parent Hedge designated as a Secured Permitted Parent Hedge by
the Borrower; provided that
(i) only one Permitted Parent Hedge in effect at any time shall be a
Secured Permitted Parent Hedge (with the result that, if a Secured Permitted
Parent Hedge remains outstanding, the Borrower may not designate another
Permitted Parent Hedge to be a Secured Permitted Parent Hedge and (ii) the
Borrower shall deliver a notice to the Collateral Agent that a Permitted Parent
Hedge is the Secured Permitted Parent Hedge no more than 90 days after entering
into the Secured Permitted Parent Hedge.



 28















“Securities Act” shall mean the Securities
Act of 1933, as amended.


“Security Agreement” shall mean a Security
Agreement substantially in the form of Exhibit K among the Credit
Parties and the Collateral Agent for the benefit of the Secured Parties, as the
same may be amended in accordance with the terms thereof and hereof, or such
other agreements reasonably acceptable to Collateral Agent as shall be
necessary to comply with applicable Requirements of Law and effective to grant
to Collateral Agent (on behalf of the Secured Parties) a perfected first
priority security interest in the Security Agreement Collateral covered
thereby, subject only to Permitted Liens.


“Security Agreement Collateral” shall have
the meaning set forth in any Security Agreement delivered on the Closing Date
or thereafter pursuant to Section 5.11.


“Security Documents” shall mean the Security
Agreement, the Mortgages and each other security document or pledge agreement
required by applicable local law to grant a valid, perfected security interest
in any property acquired or developed and any other document or instrument
utilized to pledge as collateral for the Obligations any property of whatever
kind or nature.


“Senior Secured Leverage Ratio” shall mean,
for any person, at any date of determination, the ratio of Consolidated Secured
Indebtedness on such date to Consolidated EBITDA of such person for the Test
Period then most recently ended.


“Senior Subordinated Note Agreement” shall
mean any indenture, note purchase agreement or other agreement pursuant to
which the Senior Subordinated Notes are issued as in effect on the Closing Date
and thereafter amended from time to time subject to the requirements of this
Agreement.


“Senior Subordinated Note Documents” shall
mean the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the
Senior Subordinated Note Guarantees and all other documents executed and
delivered with respect to the Senior Subordinated Notes or the Senior
Subordinated Note Agreement.


“Senior Subordinated Note Guarantees” shall
mean the guarantees of Parent and the Subsidiary Guarantors pursuant to the
Senior Subordinated Note Agreement.


“Senior Subordinated Notes” shall mean
Borrower’s 8% Senior Subordinated Notes due 2012 issued pursuant to the Senior
Subordinated Note Agreement and any registered notes issued by Borrower in
exchange for, and as contemplated by, such notes with substantially identical
terms as the notes.


“Specified Acquisitions” shall mean the
acquisitions listed on Schedule 6.04.


“Sponsor” shall mean The Cypress Group
L.L.C.


“Standby Letter of Credit” means any standby
letter of credit or similar instrument issued for the purpose of supporting
(a) workers’ compensation liabilities of Borrower or any Subsidiary,
(b) the obligations of third-party insurers of Borrower or any
Subsidiary arising by virtue of the laws of any jurisdiction requiring third-party
insurers to obtain such letters of credit, or (c) performance, payment,
deposit or surety obligations of Borrower or any Subsidiary if required by law
or governmental rule or regulation or in accordance with custom and practice in
the industry.


“Statutory Reserves” shall mean, for any
Interest Period for any Eurodollar Borrowing, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves)



 29
 









are required to be
maintained during such Interest Period under Regulation D by member banks
of the United States Federal Reserve System in New York City with deposits
exceeding one billion dollars against “Eurodollar liabilities” (as such term is
used in Regulation D).  Eurodollar
Borrowings shall be deemed to constitute Eurodollar liabilities and to be
subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to
any Lender under Regulation D.


“Subordinated Indebtedness” shall mean any
Indebtedness of a Group Company that is subordinated in right of payment to any
other Indebtedness of such Group Company, including the Senior Subordinated Notes
and the Senior Subordinated Note Guarantees.


“subsidiary” shall mean, with respect to any
person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the ordinary voting power or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, owned,
controlled or held by (x) the parent or one or more subsidiaries of the
parent or (y) by the parent and one or more subsidiaries of the parent.


“Subsidiary” means any subsidiary of
Borrower.


“Subsidiary Guarantor” shall mean each
Subsidiary listed on Schedule 1.01(c), and each other Subsidiary
that is or becomes a party to this Agreement pursuant to Section 5.11,
other than a Foreign Subsidiary.


“Survey” shall mean a survey of any
Mortgaged Real Property (and all improvements thereon) which is
(a) (i) prepared by a surveyor or engineer licensed to perform
surveys in the state where such Mortgaged Real Property is located,
(ii) dated (or redated) not earlier than six months prior to the date of
delivery thereof unless there shall have occurred within six months prior to
such date of delivery any exterior construction on the site of such Mortgaged
Real Property or any easement, right of way or other interest in the Mortgaged
Real Property has been granted or become effective through operation of law or
otherwise with respect to such Mortgaged Real Property which, in either case,
can be depicted on a survey, in which events, as applicable, such survey shall
be dated (or redated) after the completion of such construction or if such
construction shall not have been completed as of such date of delivery, not
earlier than 20 days prior to such date of delivery, or after the grant or
effectiveness of any such easement, right of way or other interest in the
Mortgaged Real Property, (iii) certified by the surveyor (in a manner reasonably
acceptable to the Administrative Agent) to the Administrative Agent, the
Collateral Agent and the Title Company, (iv) complying in all respects
with the minimum detail requirements of the American Land Title Association as
such requirements are in effect on the date of preparation of such survey and
(v) sufficient for the Title Company to remove all standard survey
exceptions from the title insurance policy (or commitment) relating to such
Mortgaged Real Property and issue the endorsements requested by the Collateral
Agent under Section 4.02(o) or 5.11(c) or (b) otherwise
acceptable to the Collateral Agent.


“Swingline Commitment” shall mean the
commitment of the Swingline Lender to make loans pursuant to Section 2.17,
as the same may be reduced from time to time pursuant to Section 2.07
or Section 2.17.



 30
 









“Swingline Exposure” shall mean at any time
the aggregate principal amount at such time of all outstanding Swingline
Loans.  The Swingline Exposure of any
Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.


“Swingline Lender” shall have the meaning
assigned to such term in the preamble hereto.


“Swingline Loan” shall mean any loan made by
the Swingline Lender pursuant to Section 2.17.


“Syndication Agent” shall have the meaning
assigned to such term in the preamble hereto.


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


“Tax Return” shall mean all returns,
statements, filings, attachments and other documents or certifications required
to be filed in respect of Taxes.


“Tax Sharing Agreements” shall mean all tax
sharing, tax allocation and other similar agreements entered into by Parent or
any subsidiary of Parent.


“Taxes” shall mean any and all present or
future taxes, duties, levies, fees, imposts, deductions, charges or
withholdings, whether computed on a separate, consolidated, unitary, combined
or other basis and any and all liabilities (including interest, fines,
penalties or additions to tax) with respect to the foregoing.


“Term Borrowing” shall mean a Borrowing
comprised of Term Loans.


“Term B Loans” shall mean the term loans
outstanding under the Original Credit Agreement.


“Term Loan Commitment” shall mean with
respect to each Lender, the commitment, if any, of such Lender to make a Term
Loan hereunder on the Closing Date in the amount set forth on Schedule I to the
Confidential Lender Authorization executed and delivered by such Lender, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Term Loan Commitment, as applicable, as such commitment may be
(a) terminated or reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 11.04.  The initial aggregate amount of the Lenders’
Term Loan Commitments is $100.0 million.


“Term Loan Maturity Date” shall mean the
seventh anniversary of the Closing Date; provided that
if the Maturity Extension Event has not occurred on or prior to July 31, 2011,
the Term Loan Maturity Date shall be August 1, 2011.


“Term Loan Repayment Date” shall have the
meaning assigned to such term in Section 2.09(a).


“Term Loans” shall mean the term loans made
by the Lenders to Borrower pursuant to Section 2.01(b) or by an Increase
Joinder.



 31
 









“Test Period” shall mean, at any time, the
four consecutive fiscal quarters of Borrower then last ended (in each case
taken as one accounting period) for which financial statements have been or are
required to be delivered to the Administrative Agent pursuant to Section 5.01(a)
or (b).


“Title Company” shall mean any title
insurance company as shall be retained by Borrower and reasonably acceptable to
the Administrative Agent.


“Title Policy” shall have the meaning
assigned to such term in Section 5.11(c).


“Transactions” shall mean (a) the
execution and delivery of the Loan Documents and the initial borrowings
hereunder; (b) the Refinancing; and (c) the payment of all fees and
expenses to be paid in connection with the foregoing.


“Type”, when used in reference to any Loan
or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted
LIBOR Rate or the Alternate Base Rate.


“UCC” shall mean the Uniform Commercial Code
as in effect in the applicable state or jurisdiction.


“Voting Stock” shall mean any class or
classes of capital stock of Parent pursuant to which the holders thereof have
the general voting power under ordinary circumstances to elect at least a
majority of the Board of Directors of Parent.


“Wholly Owned Subsidiary” shall mean, as to
any person, (a) any corporation 100% of whose capital stock (other than
directors’ qualifying shares) is at the time owned by such person and/or one or
more Wholly Owned Subsidiaries of such person and (b) any partnership,
association, joint venture, limited liability company or other entity in which
such person and/or one or more Wholly Owned Subsidiaries of such person have a
100% equity interest at such time.


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


SECTION
1.02.            Classification of Loans and Borrowings


For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g.,
a  “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings
also may be classified and referred to by Class (e.g., a “Revolving Borrowing”
or “Term Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).


SECTION
1.03.            Terms Generally


The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”. 
Unless the context requires otherwise (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject



 32
 









to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any person shall be construed to include such person’s
successors and assigns, (c) the words “herein”,
“hereof’ and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, and (f) the
words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.


SECTION
1.04.            Accounting Terms; GAAP


Except as otherwise
expressly provided herein, all financial statements to be delivered pursuant to
this Agreement shall be prepared in accordance with GAAP as in effect from time
to time and all terms of an accounting or financial nature shall be construed
in accordance with GAAP as in effect on the date hereof, subject to the
following sentence.  If at any time any
change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and Borrower, the Administrative
Agent or the Required Lenders shall so request, the Administrative Agent, the
Lenders and Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to approval of Required Lenders); provided that, until so amended, such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change
therein.


ARTICLE II


THE CREDITS


SECTION
2.01.            Commitments


Subject to the terms and
conditions and relying upon the representations and warranties herein set
forth, each Lender agrees, severally and not jointly:


(a)           to make Revolving Loans to Borrower,
at any time and from time to time on or after the Closing Date, and until the
earlier of the second Business Day preceding the Revolving Maturity Date and
the termination of the Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not
result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;
and


(b)           to make a Term Loan to Borrower on
the Closing Date in a principal amount equal to its Term Loan Commitment.


Amounts paid or prepaid
in respect of Term Loans may not be reborrowed. 
Within the limits set forth in clause (b) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.


SECTION
2.02.            Loans


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



 33
 









Except for Loans deemed made
pursuant to Section 2.02(f), Loans comprising any Borrowing shall
be in an aggregate principal amount that is (i) an integral multiple of
$250,000 and not less than $1.0 million or (ii) equal to the remaining
available balance of the applicable Commitments.


(b)           Subject to Sections 2.11 and 2.12,
each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
Borrower may request pursuant to Section 2.03.  Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan, so long as such option does not result in increased
costs to Borrower; provided that
any exercise of such option shall not affect the obligation of Borrower to
repay such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be
outstanding at the same time; provided,
however, that Borrower shall not
be entitled to request any Borrowing that, if made, would result in more than
ten Eurodollar Borrowings outstanding hereunder at any time.  For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.


(c)           Except with respect to Loans made
pursuant to Section 2.02(f), each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to such account in New York City as the
Administrative Agent may designate not later than 11:00 a.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account as directed by Borrower in the applicable
Borrowing Request maintained with the Administrative Agent or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Lenders.


(d)           Unless the Administrative Agent shall
have received notice from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s
portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with paragraph (c) above, and the Administrative
Agent may, in reliance upon such assumption, make available to Borrower on such
date a corresponding amount.  If the
Administrative Agent shall have so made funds available, then, to the extent
that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to Borrower until the date such amount is repaid to the Administrative Agent at
(i) in the case of Borrower, the interest rate applicable at the time to
the Loans comprising such Borrowing and (ii) in the case of such Lender, a
rate determined by the Administrative Agent to represent its cost of overnight
or short-term funds (which determination shall be conclusive absent
manifest error).  If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender’s Loan as part of such Borrowing for purposes of this
Agreement.


(e)           Notwithstanding any other provision
of this Agreement, Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing constituting Revolving Loans or Term Loans
if the Interest Period requested with respect thereto would end after the
Revolving Maturity Date or the Term Loan Maturity Date, as the case may be.


(f)            If the Issuing Bank shall not have
received from Borrower the payment required to be made by Section 2.18(e)
within the time specified in such Section, the Issuing Bank will promptly
notify the Administrative Agent of the LC Disbursement and the Administrative
Agent will promptly notify each Revolving Lender of such LC Disbursement and
its Pro Rata Percentage thereof.  Each
Revolving Lender shall pay by wire transfer of immediately available funds to
the Administrative Agent on such date (or, if such Revolving Lender shall have
received such notice later than 12:00 (noon), New York



 34
 









City time, on any day, not
later than 11:00 a.m., New York City time, on the immediately following
Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC
Disbursement (it being understood that such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender, and such payment shall be
deemed to have reduced the LC Exposure), and the Administrative Agent will
promptly pay to the Issuing Bank amounts so received by it from the Revolving
Lenders.  The Administrative Agent will
promptly pay to the Issuing Bank any amounts received by it from Borrower
pursuant to Section 2.18(e) prior to the time that any Revolving
Lender makes any payment pursuant to this paragraph (f); any such amounts
received by the Administrative Agent thereafter will be promptly remitted by
the Administrative Agent to the Revolving Lenders that shall have made such
payments and to the Issuing Bank, as their interests may appear.  If any Revolving Lender shall not have made
its Pro Rata Percentage of such LC Disbursement available to the Administrative
Agent as provided above, such Lender and Borrower severally agree to pay
interest on such amount, for each day from and including the date such amount
is required to be paid in accordance with this paragraph (f) to but
excluding the date such amount is paid, to the Administrative Agent for the account
of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal
to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a),
and (ii) in the case of such Lender, for the first such day, the Federal
Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.


SECTION
2.03.            Borrowing Procedure


To request a Revolving
Borrowing or a Term Loan Borrowing, Borrower shall notify the Administrative
Agent of such request by telephone (promptly confirmed by telecopy) (a) in
the case of a Eurodollar Borrowing, not later than 1:00 p.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than
1:00 p.m., New York City time, one Business Day before the date of
the proposed Borrowing; provided that
any such notice of an ABR Revolving Borrowing to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.18(e) may be given
not later than 11:00 a.m., New York City time, on the date of the
proposed Borrowing.  Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by Borrower.  Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:


(a)           whether the requested Borrowing is to
be a Revolving Borrowing or a Term Loan Borrowing;


(b)           the aggregate amount of such
Borrowing;


(c)           the date of such Borrowing, which
shall be a Business Day;


(d)           whether such Borrowing is to be an
ABR Borrowing or a Eurodollar Borrowing;


(e)           in the case of a Eurodollar
Borrowing, the initial Interest Period to be applicable thereto, which shall be
a period contemplated by the definition of the term “Interest Period”; provided
that until the earlier of (i) the date which is 30 days after the Closing
Date and (ii) the date on which a successful syndication of the Loans and
Commitments shall have been declared by the Joint Lead Arrangers, Borrower
shall only be permitted to request an Interest Period of seven days; and


(f)            the location and number of Borrower’s
account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.02.



 35
 









If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing.  If no Interest Period is
specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower
shall be deemed to have selected an Interest Period of one month’s duration
(subject to the proviso of clause (e) above).  Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to
be made as part of the requested Borrowing.


SECTION
2.04.            Evidence of Debt; Repayment of Loans


(a)           Borrower hereby unconditionally
promises to pay (i) to the Administrative Agent for the account of each Lender
holding Term Loans, the principal amount of each Term Loan of such Lender as
provided in Section 2.09, (ii) to the Administrative Agent for the
account of each Revolving Lender, the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date and (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Revolving Maturity Date and the first date after such Swingline
Loan is made that is the 15th or
last day of a calendar month and is at least five Business Days after such
Swingline Loan is made; provided that
on each date that a Revolving Borrowing is made, Borrower shall repay all
Swingline Loans that were outstanding on the date such Borrowing was requested.


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


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


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


(e)           Any Lender may request that Loans of
any Class made by it be evidenced by a Note. 
In such event, Borrower shall prepare, execute and deliver to such
Lender a Note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns).


SECTION
2.05.            Fees


(a)           Commitment Fee.  Borrower agrees to pay to each Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on each date on which any Commitment of
such Lender shall expire or be terminated as provided herein, a commitment fee
(a “Commitment Fee”) based on an annual
rate equal to the Commitment Fee Percentage applied to the average daily unused
amount of the Revolving Commitment of such Lender during the preceding quarter
(or other period commencing with the Closing Date or ending with the Revolving
Maturity Date or the date on which the Revolving Commitment of such Lender
shall expire or be terminated).  All
Commitment Fees shall be computed on the basis of the actual number of days
elapsed and shall be computed on the basis of a year of 360 days.  The Commitment Fee due to each Lender shall



 36
 









commence to accrue on the
Closing Date and shall cease to accrue on the date on which the Revolving
Commitment of such Lender shall expire or be terminated as provided herein.


(b)           Administrative Agent Fees.  Borrower agrees to pay to the Administrative
Agent, for its own account, the agency fees set forth in the Fee Letter or such
other fees payable in the amounts and at the times separately agreed upon
between Borrower and the Administrative Agent (the “Administrative
Agent Fees”).


(c)           LC and Fronting Fees.  Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee (“LC Participation Fee”) with respect to
its participations in Letters of Credit, which shall accrue at a rate equal to
the Applicable Margin from time to time used to determine the interest rate on
Eurodollar Revolving Loans pursuant to Section 2.06 on the average
daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Closing Date to but excluding the later of the date on which such
Lender’s Revolving Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee (“Fronting Fee”), which shall accrue at
the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Closing Date to but excluding the later of the
date of termination of the Revolving Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. 
LC Participation Fees and Fronting Fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on
which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand.  All LC Participation Fees and Fronting Fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).


All Fees shall be paid on
the dates due, in immediately available funds, to the Administrative Agent for
distribution, if and as appropriate, among the Lenders, except that the
Fronting Fees shall be paid directly to the Issuing Bank.  Once paid, none of the Fees shall be
refundable under any circumstances (absent manifest error).


SECTION
2.06.            Interest on Loans


(a)           Subject to the provisions of Section 2.06(c),
the Loans comprising each ABR Borrowing, including each Swingline Loan, shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from
time to time.


(b)           Subject to the provisions of Section 2.06(c),
the Loans comprising each Eurodollar Borrowing shall bear interest at a rate
per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect
for such Borrowing plus the
Applicable Margin in effect from time to time.


(c)           Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of any
overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided
in the preceding paragraphs of this Section or



 37
 









(ii) in the case of any other
amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this
Section.


(d)           Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and, in the
case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.


(e)           All interest hereunder shall be
computed on the basis of a year of 360 days, except that interest computed by
reference to the Alternate Base Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).  The applicable Alternate Base
Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in
accordance with the provisions of this Agreement and such determination shall
be conclusive absent manifest error.


SECTION
2.07.            Termination and Reduction
of Commitments


(a)           The Term Loan Commitments existing on
or before the Closing Date shall automatically terminate on the Closing
Date.  The Revolving Commitments, the
Swingline Commitment and the LC Commitment shall automatically terminate on the
Revolving Maturity Date.


(b)           Borrower may at any time terminate,
or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $250,000 and not less than $1.0 million and (ii) the Revolving
Commitments shall not be terminated or reduced if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10
or Section 2.01, as applicable, the sum of the Revolving Exposures would
exceed the aggregate amount of Revolving Commitments.


(c)           Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least three Business Days prior to
the effective date of such termination or reduction, specifying such election
and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each
notice delivered by Borrower pursuant to this Section shall be
irrevocable.  Any termination or
reduction of the Commitments of any Class shall be permanent.  Each reduction of the Commitments of any
Class shall be made ratably among the Lenders in accordance with their
respective Commitments of such Class.


SECTION
2.08.            Interest Elections


(a)           Each Revolving Borrowing and Term
Loan Borrowing shall initially be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request.  Thereafter, Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  Borrower may
elect different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and



 38
 









the Loans comprising each such
portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.


(b)           To make an election pursuant to this
Section, Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03
if Borrower were requesting a Revolving Borrowing or Term Loan Borrowing of the
Type resulting from such election to be made on the effective date of such
election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request substantially in the form of Exhibit E.


(c)           Each telephonic and written Interest
Election Request shall specify the following information in compliance with Section 2.02:


(i)            the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to


(ii)           clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);


(iii)          the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;


(iv)          whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and


(v)           if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the
date which is 30 days after the Closing Date and (ii) the date on which a
successful syndication of the Loans and Commitments shall have been declared by
the Joint Lead Arrangers, Borrower shall be permitted to request an Interest
Period of seven days only.


If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then Borrower shall be deemed to have selected an Interest
Period of one month’s duration (subject to the proviso in clause (iv) above).


(d)           Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of
the details thereof and of such Lender’s portion of each resulting Borrowing.


(e)           If an Interest Election Request with
respect to a Eurodollar Borrowing is not timely delivered prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid
as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.  Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies Borrower, then, after the occurrence and during the
continuance of such Event of Default, (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.



 39
 









SECTION 2.09.            Amortization of Term Borrowings


(a)           Borrower shall pay to the
Administrative Agent, for the account of the Lenders, on the dates set forth on
Annex I, or if any such date is not a Business Day, on the next
preceding Business Day (each such date being a “Term Loan Repayment  Date”), a
principal amount of the Term Loans (as adjusted from time to time pursuant to Sections
2.09(b) and 2.10) equal to the amount set forth on Annex I
for such date, together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment.


(b)           To the extent not previously paid,
all Term Loans shall be due and payable on the Term Loan Maturity Date.


SECTION
2.10.            Optional and Mandatory Prepayments of Loans


(a)           Optional Prepayments.  Borrower shall have the right at any time and
from time to time to prepay any Borrowing, in whole or in part, subject to the
requirements of this Section; provided,
however, that each partial prepayment
shall be in an amount that is an integral multiple of $500,000 and not less
than $1.0 million.


(b)           Revolving Loan Prepayments.  In the event of any termination of all the Revolving
Commitments, Borrower shall, on the date of such termination, repay or prepay
all its outstanding Revolving Borrowings and all outstanding Swingline Loans
and replace all outstanding Letters of Credit and/or deposit an amount equal to
the LC Exposure in the LC Sub-Account. 
In the event of any partial reduction of the Revolving Commitments, then
(i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Revolving Lenders of the sum
of the Revolving Exposures after giving effect thereto and (ii) if the sum
of the Revolving Exposures would exceed the aggregate amount of Revolving
Commitments after giving effect to such reduction or termination, then Borrower
shall, on the date of such reduction or termination, repay or prepay Revolving
Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash
collateralize outstanding Letters of Credit in an amount sufficient to
eliminate such excess.


(c)           Asset Sales.  Not later than five Business Days following
the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply
100% of the Net Cash Proceeds received with respect thereto to make prepayments
in accordance with Sections 2.10(g) and (h); provided that:


(i)            no
such prepayment shall be required with respect to (A) any Asset Sale permitted
by Section 6.04(b)(ii), (b)(iii), (d), (e), (h),
(i) or (j), (B) the disposition of assets subject to a
condemnation or eminent domain proceeding or insurance settlement to the extent
it does not constitute a Casualty Event, or (C) Asset Sales for fair
market value resulting in no more than $1.0 million in Net Cash Proceeds per
Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net
Cash Proceeds in any fiscal year; and


(ii)           so
long as no Default shall then exist or would arise therefrom and the aggregate
of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any
fiscal year of Borrower, such proceeds shall not be required to be so applied
on such date to the extent that Borrower shall have delivered a certificate to
the Administrative Agent on or prior to such date stating that such Net Cash
Proceeds shall be used (x) to purchase replacement assets or fixed or capital
assets used or usable in the business of Borrower and the Subsidiaries,
(y) to repair such assets or (z) to acquire 100% of the Equity Interests
of any person that owns such replacement or other such assets no later than 360
days following the date of such Asset Sale (which certificate shall set forth
the estimates of the proceeds to be so expended); provided, however,  that if all or any



 40
 









portion of such Net Cash Proceeds not required to be applied to make
prepayments as a result of this clause (ii) shall not be so reinvested as
set forth in clauses (x), (y) and (z) within such 360-day period, such unused
portion shall be applied on the last day of such period as a mandatory
prepayment as provided in this Section 2.10(c).


(d)           Debt or Preferred Stock Issuance.  Upon any Debt Issuance or any Preferred Stock
Issuance after the Closing Date, Borrower shall make prepayments in accordance
with Sections 2.10(g) and (h) in an aggregate principal
amount equal to 100% of the Net Cash Proceeds of such Debt Issuance or
Preferred Stock Issuance.


(e)           Casualty Events.  Not later than five Business Days following
the receipt of any Net Cash Proceeds from a Casualty Event, Borrower shall
apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in
accordance with Sections 2.10(g) and (h); provided, however,
that:


(i)            so
long as no Default or Event of Default then exists or would arise therefrom,
the Net Cash Proceeds thereof shall not be required to be so applied on such
date to the extent that Borrower has delivered an Officers’ Certificate to the
Collateral Agent on or prior to such date stating that such proceeds shall be
used (A) to fund the acquisition or repair of property or the acquisition
of 100% of the Equity Interests of any person that owns property used or usable
in the business of Borrower and the Subsidiaries or (B) to repair, replace
or restore the property in accordance with the provisions of this Agreement and
the applicable Security Document in respect of which such Casualty Event has
occurred; provided that, in each
case, the actions described in clauses (A) and (B) above are commenced by
Borrower within 360 days following the date of the receipt of such Net Cash
Proceeds and are diligently pursued to satisfactory completion to the extent
practicable in the good faith estimate of Borrower,


(ii)           to
the extent such Casualty Event affects any of the Collateral, all property acquired
to effect any repair, replacement or restoration of such Collateral shall be
made subject to the Lien of the Security Documents in accordance with the
provisions of Section 5.11,


(iii)          all
such Net Cash Proceeds in excess of $10.0 million in the aggregate for all such
Casualty Events shall be held in the Collateral Account and released therefrom
only in accordance with the terms of Article IX, and


(iv)          if
all or any portion of such Net Cash Proceeds shall not be so applied within
such 360-day period, such unused portion shall be applied on the last day
of such period as a mandatory prepayment as provided in this Section 2.10(e).


(f)            Excess Cash Flow.  No later than the earlier of (i) 90 days
after the end of each fiscal year of Borrower, commencing with the fiscal year
ending September 28, 2007, and (ii) the date on which the financial
statements with respect to such period are delivered pursuant to Section 5.01(a),
Borrower shall make prepayments in accordance with Sections 2.10(g)
and (h) in an aggregate principal amount equal to the ECF Percentage of
Excess Cash Flow for the fiscal year then ended; provided that if the Borrower makes any optional prepayment
of Loans during any fiscal year with funds which would otherwise constitute “Excess
Cash Flow” for such fiscal year (all such payments, the “ECF Optional
Prepayments”), no deduction for such ECF Optional Prepayments shall
be made in calculating Excess Cash Flow for such fiscal year (Excess Cash Flow
without such deduction is herein referred to as “Gross Excess
Cash Flow”).  If the ECF
Optional Prepayments for such fiscal year equal or exceed the ECF Percentage of
Gross Excess Cash Flow for such fiscal year, no prepayment shall be required
pursuant to this Section 2.10(f) for such fiscal year. To the
extent that the ECF Optional Prepayments for such fiscal year



 41
 









are less than the ECF
Percentage of Gross Excess Cash Flow for such fiscal year (such difference, the
“Excess Cash Flow Shortfall”),
subject to the proviso of the first sentence of this Section 2.10(f),
the Borrower shall be required only to prepay an amount equal to such Excess
Cash Flow Shortfall in respect of such fiscal year pursuant to this Section 2.10(f).


(g)           Application of Prepayments.


(i)            Optional
prepayments in respect of Term Loans under this Agreement shall be applied to
reduce remaining scheduled installments of principal due in respect of Term
Loans under Section 2.09 in direct order of maturity.  Mandatory prepayments pursuant to Section 2.10(d)
shall be applied first to reduce remaining scheduled installments of principal
due in respect of outstanding Term Loans under Section 2.09 in
direct order of maturity up to but not including the first scheduled
installment due after the date that is 12 months following the date of such
prepayment.  After application of
prepayments pursuant to the second sentence of this paragraph (g)(i) and
to the extent there are mandatory prepayment amounts remaining after such
application, such excess prepayments shall be applied (x) first, to reduce
outstanding Term Loans pro rata against
the remaining scheduled installments of principal due in respect of the Term
Loans under Section 2.09 up to but not including the final
scheduled installment and (y) second, to the final scheduled installment.  Mandatory prepayments pursuant to Section
2.10(c), (e) or (f) shall be applied (x) first, to reduce
outstanding Term Loans pro rata against
the remaining scheduled installments of principal due in respect of the Term
Loans under Section 2.09, up to but not including the final
scheduled installment and (y) second, to the final scheduled installment.


(ii)           Amounts
to be applied pursuant to this Section 2.10 to the prepayment of
Term Loans and Revolving Loans shall be applied, as applicable, first to reduce
outstanding ABR Term Loans and ABR Revolving Loans, respectively.  Any amounts remaining after each such application
shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans,
as applicable.  Notwithstanding the
foregoing, if the amount of any prepayment of Loans required under this Section 2.10
shall be in excess of the amount of the ABR Loans at the time outstanding, only
the portion of the amount of such prepayment as is equal to the amount of such
outstanding ABR Loans shall be immediately prepaid and, at the election of
Borrower, the balance of such required prepayment shall be either
(i) deposited in the Collateral Account and applied to the prepayment of
Eurodollar Loans on the last day of the then next-expiring Interest
Period for Eurodollar Loans (with all interest accruing thereon for the account
of Borrower) or (ii) prepaid immediately, together with any amounts owing
to the Lenders under Section 2.13. 
Notwithstanding any such deposit in the Collateral Account, interest
shall continue to accrue on such Loans until prepayment.


(h)           Notice of Prepayment.  Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by telecopy) of any prepayment hereunder
(i) in the case of prepayment of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date
of prepayment or (iii) in the case of prepayment of a Swingline Loan, not
later than 11:00 a.m., New York City time, on the date of
prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such
prepayment.  Promptly following receipt
of any such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory



 42
 









prepayment.  Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.06.


SECTION
2.11.            Alternate Rate of Interest


If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:


(a)           the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for
such Interest Period; or


(b)           the Administrative Agent is advised
by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Borrowing for such Interest Period;


then the Administrative
Agent shall give notice thereof to Borrower and the Lenders by telephone or telecopy
as promptly as practicable thereafter and, until the Administrative Agent
notifies Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.


SECTION
2.12.            Increased Costs


(a)           If any Change in Law shall:


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBOR
Rate) or the Issuing Bank; or


(ii)           impose
on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;


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


(b)           If any Lender or the Issuing Bank
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing
Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding
company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s
or the Issuing Bank’s policies and the policies



 43
 









of such Lender’s or the Issuing
Bank’s holding company with respect to capital adequacy), then from time to
time Borrower will pay to such Lender or the Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.


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


(d)           Failure or delay on the part of any
Lender or the Issuing Bank to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to
demand such compensation; provided that
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; provided, further,
that if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.


SECTION
2.13.            Breakage Payments


In the event of
(a) the payment of any principal of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date
specified in any notice delivered pursuant hereto or (d) the assignment of
any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by Borrower pursuant to Section 2.16,
then, in any such event, Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event. 
In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on
the principal amount of such Loan had such event not occurred, at the Adjusted
LIBOR Rate that would have been applicable to such Loan, for the period from
the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the amount of interest
which would accrue on such principal amount for such period at the interest
rate which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks
in the Eurodollar market.  A certificate
of any Lender setting forth the basis for its claim and the calculation of any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to Borrower and shall be conclusive absent manifest
error.  Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.


SECTION
2.14.            Payments Generally; Pro Rata Treatment; Sharing of Setoffs


(a)           Borrower shall make each payment
required to be made by it hereunder or under any other Loan Document (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of
amounts payable under Section 2.12, 2.13 or 2.15, or
otherwise) on or before the time expressly required hereunder or under such
other Loan Document for such payment (or, if no such time is expressly



 44
 









required, prior to
2:00 p.m., New York City time), on the date when due, in immediately
available funds, without setoff or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments
shall be made to the Administrative Agent at its offices at 677 Washington
Boulevard, Stamford, Connecticut, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03
shall be made directly to the persons entitled thereto and payments pursuant to
other Loan Documents shall be made to the persons specified therein.  The Administrative Agent shall distribute any
such payments received by it for the account of any other person to the appropriate
recipient promptly following receipt thereof. 
If any payment under any Loan Document shall be due on a day that is not
a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  All payments under each Loan Document shall
be made in dollars.


(b)           If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, unreimbursed LC Disbursements, interest and fees then due hereunder,
such funds shall be applied (i) first towards
payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due
to such parties, and (ii) second towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.


(c)           If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Revolving Loans, Term Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its
Revolving Loans, Term Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans, Term
Loans and participations in LC Disbursements and Swingline Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans, Term
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to
any payment made by Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply).  Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against Borrower rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of Borrower in the amount of such participation.


(d)           Unless the Administrative Agent shall
have received notice from Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing
Bank hereunder that Borrower will not make such payment, the Administrative
Agent may assume that Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
or the Issuing Bank, as the case may be, the amount due.  In such event, if Borrower has not in fact
made such payment, then each of the Lenders or the Issuing



 45
 









Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


(e)           If any Lender shall fail to make any
payment required to be made by it pursuant to Section 2.02(f), 2.14(d),
2.17(d), 2.18(d) or 11.03(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.


SECTION
2.15.            Taxes


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


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


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


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


(e)           Any Foreign Lender that is entitled
to an exemption from or reduction of withholding tax under the law of the
jurisdiction in which Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to Borrower (with a copy to the Administrative Agent), on or before the
date it becomes a party to this Agreement (or in the case of any Participant,
on or before such Participant purchases the related participation), such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by Borrower



 46
 









as will permit such payments to
be made without withholding or at a reduced rate.  Each Foreign Lender either
(1) (i) agrees to furnish either U.S. Internal Revenue Service Form W-8ECI
or U.S. Internal Revenue Service Form W-8BEN (or successor form) and
(ii) agrees (for the benefit of Borrower and the Administrative Agent), to
the extent it may lawfully do so at such times, upon reasonable request by Borrower
or the Administrative Agent, to provide a new Form W-8ECI or Form W-8BEN
(or successor form) upon the expiration or obsolescence of any previously
delivered form to reconfirm any complete exemption from, or any entitlement to
a reduction in, U.S. federal withholding tax with respect to any interest
payment hereunder or (2) in the case of any such Foreign Lender that is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Tax Code,
(i) agrees to furnish either (a) an exemption certificate
substantially in the form of Exhibit L and two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN
(or successor form) or (b) an Internal Revenue Form W-8ECI (or successor
form), certifying (in each case) to such Foreign Lender’s legal entitlement to
an exemption or reduction from U.S. federal withholding tax with respect to all
interest payments hereunder and (ii) agrees (for the benefit of Borrower
and the Administrative Agent) to the extent it may lawfully do so at such
times, upon reasonable request by Borrower or the Administrative Agent, to
provide a new Form W-8BEN or W-8ECI (or successor form) upon the
expiration or obsolescence of any previously delivered form to reconfirm any
complete exemption from, or any entitlement to a reduction in, U.S. federal withholding
tax with respect to any interest payment hereunder.


(f)            If the Administrative Agent or a
Lender (or an assignee) receives a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by Borrower or with respect to which
Borrower has paid additional amounts pursuant to this Section 2.15,
it shall pay over such refund to Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by Borrower under this Section 2.15
with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund),
net of all out-of-pocket expenses (including, without limitation,
any Taxes imposed on such refund to the extent in excess of any tax benefit actually
realized in connection with the payments of the tax giving rise to such refund)
of the Administrative Agent or such Lender (or assignee) and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, however,
that Borrower, upon the request of the Administrative Agent or such
Lender (or assignee), agrees to repay the amount paid over to Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender (or assignee) in the event the Administrative Agent or
such Lender (or assignee) is required to repay such refund to such Governmental
Authority.  Nothing contained in this Section 2.15(f)
shall require the Administrative Agent or any Lender (or assignee) to make
available its Tax Returns or any other information which it deems confidential
to Borrower or any other person.


SECTION
2.16.            Mitigation Obligations;
Replacement of Lenders


(a)           Mitigation of Obligations.  If any Lender requests compensation under Section 2.12,
or if Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the reasonable judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable in the future pursuant to Section 2.12
or 2.15, as the case may be, and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
in any material respect to such Lender. 
Borrower hereby agrees to pay all reasonable out-of-pocket
costs and expenses incurred by any Lender in connection with any such designation
or assignment.



 47















(b)           Replacement
of Lenders.  If
(1) any Lender requests compensation under Section 2.12,
(2) Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
(3) any Lender defaults in its obligation to fund Loans hereunder or
(4) Borrower elects to replace a Lender in accordance with Section 11.02(c),
then Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 11.04), all of its interests, rights and obligations
under this Agreement to an assignee selected by Borrower that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that
(i) Borrower shall have received the prior written consent of the
Administrative Agent (and, if a Revolving Commitment is being assigned, the
Issuing Bank and Swingline Lender) if the assignee is not another Lender, which
consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees, prepayment premiums and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.12 or payments required to be made pursuant
to Section 2.15, such assignment will result in a reduction in such
compensation or payments (other than a de
minimis amount).  A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling Borrower to require such assignment and delegation cease to apply.


SECTION
2.17.            Swingline Loans


(a)           Swingline
Commitment.  Subject to
the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to Borrower from time to time during the Revolving Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $5.0 million or (ii) the sum of the total Revolving
Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to
the terms and conditions set forth herein, Borrower may borrow, prepay and
reborrow Swingline Loans.


(b)           Swingline
Loans.  To request a
Swingline Loan, Borrower shall notify the Administrative Agent of such request
by telephone (confirmed by telecopy), not later than 2:00 p.m.,
New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from Borrower.  The
Swingline Lender shall make each Swingline Loan available to Borrower by means
of a credit to the general deposit account of Borrower with the Swingline
Lender (or, in the case of a Swingline Loan made to finance the reimbursement
of an LC Disbursement as provided in Section 2.18(e), by remittance
to the Issuing Bank) by 5:00 p.m., New York City time, on the
requested date of such Swingline Loan. 
Borrower shall not request a Swingline Loan if at the time of and immediately
after giving effect to such request a Default has occurred and is
continuing.  Swingline Loans shall be
made in minimum amounts of $250,000 and integral multiples of $50,000 above
such amount.


(c)           Prepayment.  Borrower shall have the right at any time and
from time to time to prepay any Swingline Loan, in whole or in part, upon
giving written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) to the Swingline Lender and to the Administrative
Agent before 2:00 p.m., New York City time, on the date of prepayment at
the Swingline Lender’s address



 48
 









for notices specified in the
Swingline Lender’s Administrative Questionnaire, and such prepayments shall be
made to the Swingline Lender by 3:00 p.m., New York City time, on such date of
prepayment.  All principal payments of
Swingline Loans shall be accompanied by accrued interest on the principal
amount being repaid to the date of payment.


(d)           Participations.  The Swingline Lender may by written notice
given to the Administrative Agent not later than 12:00 noon, New York City
time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify
the aggregate amount of Swingline Loans in which Revolving Lenders will
participate.  Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each
Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage
of such Swingline Loan or Loans.  Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline
Loan or Loans.  Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever (provided
that such payment shall not cause such Lender’s Revolving Exposure
to exceed such Lender’s Revolving Commitment). 
Each Revolving Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner
as provided in Section 2.02(f) with respect to Loans made by such
Lender (and Section 2.02 shall apply, mutatis mutandis,  to
the payment obligations of the Revolving Lenders) and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from
the Revolving Lenders.  The
Administrative Agent shall notify Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender.  Any amounts
received by the Swingline Lender from Borrower (or other party on behalf of
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear.  The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve Borrower of any default in
the payment thereof.


SECTION
2.18.            Letters of Credit


(a)           General.  Subject to the terms and conditions set forth
herein, Borrower may request the issuance of Letters of Credit for its own
account or the account of a Subsidiary in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period (provided
that Borrower shall be a co-applicant, and shall be jointly
and severally liable, with respect to each Letter of Credit issued for the
account of or in favor of a Subsidiary). 
In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by Borrower to, or entered into by
Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.


(b)           Notice of
Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit),
Borrower shall hand deliver or telecopy (or transmit by electronic
communication if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative



 49
 









Agent (at least three Business
Days in advance of the requested date of issuance, amendment, renewal or
extension, or such shorter period as is acceptable to such respective Issuing
Bank) a notice requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business
Day), whether such Letter of Credit shall have a fixed final expiration date
(not subject to renewal) or whether such Letter of Credit shall have an
expiration date that automatically extends for successive periods (in either
case which shall comply with paragraph (c) of this Section), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit.  If requested by the
Issuing Bank, Borrower also shall submit a letter of credit application on the
Issuing Bank’s standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit, Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the LC Exposure shall not exceed $15.0 million
and (ii) the total Revolving Exposures shall not exceed the total
Revolving Commitments.


(c)           Expiration
Date.  Each Letter of
Credit shall expire at or prior to the close of business on the earlier of (1)
in the case of a Standby Letter of Credit, unless otherwise consented to by the
Issuing Bank in its sole discretion, (x) (i) the date one year after the date
of the issuance of such Standby Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) or (ii)
such later date as requested by Borrower in the relevant application and (y)
the date that is five days prior to the Revolving Maturity Date and (2) in the
case of a Commercial Letter of Credit, (x) the date that is 180 days after the
date of issuance of such Commercial Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (y)
the date that is five days prior to the Revolving Maturity Date.  If Borrower so requests in any Letter of
Credit Request, the Issuing Bank may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic renewal provisions (each,
an “Auto-Renewal Letter of Credit”); provided that (i) any such Auto-Renewal
Letter of Credit must permit the Issuing Bank to prevent any such renewal at
least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued and (ii) the Issuing Bank will not permit the
renewal of any Letter of Credit that would result in the expiration date of
such Letter of Credit being later than the date that is five days prior to the
Revolving Maturity Date.  Unless otherwise
directed by the Issuing Bank, Borrower shall not be required to make a specific
request to the Issuing Bank for any such renewal.  Once an Auto-Renewal Letter of Credit has
been issued, the Revolving Lenders shall be deemed to have authorized (but may
not require) the Issuing Bank to permit the renewal of such Letter of Credit at
any time to an expiry date not later than the earlier of (i) one year from
the date of such renewal and (ii) the date that is five days prior to the
Revolving Maturity Date; provided
that the Issuing Bank shall not permit any such renewal if (x) the Issuing
Bank has determined that it would have no obligation at such time to issue such
Letter of Credit in its renewed form under the terms hereof (by reason of the
provisions of Section 2.18(l) or otherwise), or (y) it has received
notice on or before the day that is two Business Days before the date which has
been agreed upon pursuant to the proviso of the first sentence of this
paragraph, (1) from the Administrative Agent that any Revolving Lender
directly affected thereby has elected not to permit such renewal or
(2) from the Administrative Agent, any Lender or Borrower that one or more
of the applicable conditions specified in Section 4.01 are not then
satisfied.


(d)           Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender’s Pro Rata



 50
 









Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to
be refunded to Borrower for any reason. 
Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


(e)           Reimbursement.  If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC
Disbursement by paying to the Issuing Bank an amount equal to such LC
Disbursement not later than 2:00 p.m., New York City time, on the
date that such LC Disbursement is made, if Borrower shall have received notice
of such LC Disbursement prior to 11:00 a.m., New York City time on
such date, or, if such notice has not been received by Borrower prior to such
time on such date, then not later than 2:00 p.m., New York City time,
on (i) the Business Day that Borrower receives such notice, if such notice is
received prior to 11:00 a.m., New York City time, on the day of
receipt, or (ii) the Business Day immediately following the day that Borrower
receives such notice, if such notice is not received prior to such time on the
day of receipt; provided that
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.17 that such payment be
financed with an ABR Revolving Loan or Swingline Loan in an equivalent amount
and, to the extent so financed, Borrower’s obligation to make such payment
shall be discharged and replaced by the resulting ABR Revolving Loan or
Swingline Loan.  If Borrower fails to
make such payment when due, the Issuing Bank shall notify the Administrative
Agent and the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from Borrower in respect
thereof and such Lender’s Pro Rata Percentage thereof.  Promptly following receipt of such notice,
each Revolving Lender shall pay to the Administrative Agent its Pro Rata Percentage
of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f),
with respect to Loans made by such Lender, and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders.  Promptly following
receipt by the Administrative Agent of any payment from Borrower pursuant to
this paragraph, the Administrative Agent shall, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, distribute such payment to such Lenders and the Issuing Bank as their
interests may appear.  Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank
for any LC Disbursement (other than the funding of ABR Revolving Loans or a
Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve Borrower of its obligation to reimburse such LC Disbursement.


(f)            Obligations
Absolute.  The obligation
of Borrower to reimburse LC Disbursements as provided in paragraph (e) of
this Section shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity
or enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect,
(iii) payment by the Issuing Bank under a Letter of Credit against presentation
of a draft or other document that does not comply with the terms of such Letter
of Credit, or (iv) any other event or circumstance whatsoever, whether or
not similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff



 51
 









against, the obligations of
Borrower hereunder.  Neither the
Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Affiliates, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by Borrower to the extent permitted by applicable
law) suffered by Borrower that are caused by the Issuing Bank’s failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in
the absence of gross negligence or willful misconduct on the part of the
Issuing Bank, any other issuing bank or any of their respective correspondent
banks (as finally determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


(g)           Disbursement
Procedures.  The Issuing
Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit.  The Issuing Bank shall promptly notify the
Administrative Agent and Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve Borrower
of its obligation to reimburse the Issuing Bank and the Revolving Lenders with
respect to any such LC Disbursement (other than with respect to the timing of
such reimbursement obligation set forth in Section 2.18(e)).


(h)           Interim
Interest.  If the Issuing
Bank shall make any LC Disbursement, then, unless Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the unpaid
amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Revolving
Loans; provided that if Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e)
of this Section, then Section 2.06(c) shall apply.  Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on
and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for
the account of such Lender to the extent of such payment.


(i)            Resignation
or Removal of the Issuing Bank. 
The Issuing Bank may resign as Issuing Bank hereunder at any time upon
at least 30 days’ prior notice to the Lenders, the Administrative Agent and
Borrower.  The Issuing Bank may be
replaced at any time by written agreement among Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank.  One or more Lenders may be appointed as
additional Issuing Banks by written agreement among Borrower, the Administrative
Agent (whose consent will not be unreasonably withheld) and the Lender that is
to be so appointed.  The Administrative
Agent shall notify the Lenders of any such resignation or replacement of the
Issuing Bank or any such additional Issuing Bank.  At the time any such resignation or
replacement shall



 52
 









become effective, Borrower
shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.05(c). 
From and after the effective date of any such resignation, replacement
or addition, as applicable, (i) the successor or additional Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to refer
to such successor or such addition or to any previous Issuing Bank, or to such
successor or such addition and all previous Issuing Banks, as the context shall
require.  After the resignation or
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such resignation or replacement, but shall not be
required to issue additional Letters of Credit. 
If at any time there is more than one Issuing Bank hereunder, Borrower
may, in its discretion, select which Issuing Bank is to issue any particular
Letter of Credit.


(j)            Cash
Collateralization.  If any
Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in the LC Sub-Account, in the name of the Collateral Agent and
for the benefit of the Lenders, an amount in cash equal to the LC Exposure as
of such date plus any accrued and
unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to Borrower described in clause (g) or (h) of
Article VIII.  Upon the Business Day
Borrower receives such notice, Borrower shall deposit such cash collateral in
the LC Sub-Account, to be held by the Collateral Agent as collateral for
the payment and performance of the obligations of Borrower under this
Agreement.  The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account.  Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Collateral Agent and at
the risk and expense of Borrower, such deposits shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account. 
Moneys in such account shall be applied by the Collateral Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed and,
to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of Borrower for the LC Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with LC Exposure representing greater than 50% of the total
LC Exposure), be applied to satisfy other Obligations of Borrower under this
Agreement.  If Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount plus any
accrued interest or realized profits or such amounts (to the extent not applied
as aforesaid) shall be returned to Borrower within three Business Days after
all Events of Default have been cured or waived.


(k)           Additional
Issuing Banks.  Borrower
may, at any time and from time to time with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld) and such Lender,
designate one or more additional Lenders to act as an issuing bank under the
terms of this Agreement.  Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be
deemed (in addition to being a Lender) to be the Issuing Bank with respect to
Letters of Credit issued or to be issued by such Lender, and all references
herein and in the other Loan Documents to the term “Issuing Bank” shall, with
respect to such Letters of Credit, be deemed to refer to such Lender in its
capacity as Issuing Bank, as the context shall require.



 53
 









(l)            Other.  The Issuing Bank shall be under no obligation
to issue any Letter of Credit if:


(i)           any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit, or any law
applicable to the Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the Issuing Bank in good
faith deems material to it; or


(ii)          the issuance of such Letter of Credit would
violate one or more policies of the Issuing Bank.


The Issuing Bank shall be
under no obligation to amend any Letter of Credit if (A) the Issuing Bank
would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter
of Credit does not accept the proposed amendment to such Letter of Credit.


SECTION
2.19.            Exchange or Prepayment of
Term B Loans


(a)           Subject to the terms
and conditions hereof, each Original Lender with a Term B Loan (other than
a Reduced Lender) who executes and delivers a counterpart of this Agreement
severally agrees to exchange its Term B Loans for a like outstanding principal
amount of Term Loans on the Closing Date, which exchange shall be deemed to be the
making of a Term Loan by such Lender for such amount.


(b)           The Borrower shall
prepay all Term B Loans of Original Lenders that do not execute and
deliver a counterpart of this Agreement on the Closing Date.  The Borrower shall prepay each Reduced Lender
that portion of its Term B Loans which exceeds the amount of its Term Loan
Commitment.  By its signature below, each
Lender not exchanging its Term B Loan for a Term Loan and each Reduced Lender
consents to such prepayment.  Any such
prepayment may be effected on the Closing Date without regard to any notice
requirement, minimum principal amount or pro rata allocation provision
otherwise applicable thereto under this Agreement.


(c)           The Borrower shall pay
all accrued and unpaid interest under the Original Credit Agreement on the
Term B Loans to the Original Lenders holding Term B Loans on the Closing
Date and any breakage loss or expense under Section 2.13 of the Original
Credit Agreement.  On the Closing Date,
the Term B Loans shall be deemed paid in full and discharged.


(d)           The holders of the Term
Loans shall be entitled to the same guarantees and security interests pursuant
to the Security Agreement and the other Security Documents from and after the
Closing Date as the benefits which the holders of the Term B Loans had been
entitled immediately prior to the Closing Date.


(e)           Each of the Original
Lenders having a Revolving Commitment (as defined in the Original Credit
Agreement) prior to the Closing Date (i) which Original Lender’s Revolving
Commitment is greater than the amount of its Revolving Commitment as set forth
in its Confidential Lender Authorization



 54
 









or (ii) which does not execute
a Confidential Lender Authorization (the “Pre-Amendment Revolving Lenders”) shall be deemed to have
sold, to any Revolving Lender which is acquiring a new or additional Revolving
Commitment on the Closing Date (the “Post-Amendment Revolving
Lenders”), and such Post-Amendment Revolving Lenders shall be deemed
to have purchased, as the case may be, from each Pre-Amendment Revolving
Lender, at the principal amount thereof, interests in the participation interests
in LC Exposures and Swingline Loans outstanding on the Closing Date to the
extent set forth below.  Each
Pre-Amendment Revolving Lender shall be deemed to exchange Revolving Loans outstanding
prior to the Closing Date for Revolving Loans to be outstanding immediately
after the Amendment Effectiveness Date to the extent set forth below.  The foregoing assignments and exchanges shall
be deemed to occur as shall be necessary in order that, after giving effect to
all such assignments, purchases and exchanges, such Revolving Loans and
participation interests in LC Exposures and Swingline Loans will be held by
Revolving Lenders ratably in accordance with their Revolving Commitments on the
Closing Date after giving effect to the Confidential Lender Authorizations.


SECTION
2.20.            Increase in Commitments


(a)           Borrower
Request.  Borrower may,
from time to time, by written notice to the Administrative Agent elect to
request (x) prior to the Revolving Maturity Date, an increase to the existing
Revolving Commitments and/or (y) the establishment of one or more new Term Loan
Commitments (each, an “Incremental Term Loan
Commitment”) by an amount not in excess of $125.0 million in the
aggregate and not less than $25.0 million individually.  Each such notice shall specify (i) the date
(each, an “Increase Effective Date”) on which
Borrower proposes that the increased or new 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 (ii) the identity of
each institution (provided that such institution would be able to be assigned
an interest in a Loan under Section 11.04(b)) to whom Borrower proposes
any portion of such increased or new Commitments be allocated and the amounts
of such allocations; provided
that any existing Lender approached to provide all or a portion of the
increased or new Commitments may elect or decline, in its sole discretion, to
provide such increased or new Commitment.


(b)           Conditions.  The increased or new Commitments shall become
effective, as of such Increase Effective Date; provided
that:


(i)           each of the conditions set forth in Section
4.01 shall be satisfied;


(ii)          no Default shall have occurred and be
continuing or would result from the borrowings to be made on the Increase
Effective Date;


(iii)         after giving effect pro forma to the
borrowings to be made on the Increase Effective Date and to any change in
Consolidated EBITDA and any increase in Indebtedness resulting from the
consummation of any Permitted Acquisition concurrently with such borrowings as
of the date of the most recent financial statements delivered pursuant to Section
5.01(a) or (b), Borrower’s Senior Secured Leverage Ratio shall not
be greater than 3.75:1.0;


(iv)        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; and


(v)         Borrower shall make any payments required
pursuant to Section 2.13 in connection with any adjustment of Revolving
Loans pursuant to Section 2.20(d).



 55
 









(c)           Terms of New Loans and Commitments.  The terms and provisions of Loans made
pursuant to the new Commitments shall be as follows:


(i)           terms and provisions of Term Loans made
pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set
forth herein or in the Increase Joinder, identical to the Term Loans (it being
understood that Incremental Term Loans may be a part of a new or existing
tranche of Term Loans);


(ii)          the terms and provisions of Revolving Loans
made pursuant to new Commitments shall be identical to the Revolving Loans;


(iii)         the weighted average life to maturity of any
Incremental Term Loans shall be no shorter than the weighted average life to
maturity of the Revolving Loans and the existing Term Loans;


(iv)        the maturity date of Incremental Term Loans
(the “Incremental Term Loan Maturity Date”)
shall not be earlier than the Term Loan Maturity Date;


(v)         the Applicable Margins for the Incremental
Term Loans shall be determined by Borrower and the Lenders of the Incremental
Term Loans; provided that in the event that the Applicable
Margins for any Incremental Term Loans are greater than the Applicable Margins
for the Term Loans, then the Applicable Margins for the Term Loans shall be
increased to the extent necessary so that the Applicable Margins for the
Incremental Term Loans are equal to the Applicable Margins for the Term Loans; provided, further, that
in determining the Applicable Margins applicable to the Term Loans and the
Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be
deemed to constitute like amounts of OID) payable by Borrower to the Lenders of
the Term Loans or the Incremental Term Loans in the primary syndication thereof
shall be included (with OID being equated to interest based on an assumed
four-year life to maturity) and (y) customary arrangement or commitment fees
payable to the Arranger (or its affiliates) in connection with the Term Loans
or to one or more arrangers (or their affiliates) of the Incremental Term Loans
shall be excluded; and


(vi)        to the extent that the terms and provisions of
Incremental Term Loans are not identical to the Term Loans (except to the
extent permitted by clause (iv) or (v) above) they shall be reasonably
satisfactory to the Administrative Agent.


The increased or new
Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower,
the Administrative Agent and each Lender making such increased or new Commitment,
in form and substance satisfactory to each of them.  The Increase Joinder may, without the consent
of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.20.  In addition, unless otherwise specifically
provided herein or in an Increase Joinder, all references in Loan Documents to
Revolving Loans or Term Loans shall be deemed, unless the context otherwise
requires, to include references to Revolving Loans made pursuant to new
Commitments and Incremental Term Loans that are Term Loans, respectively, made
pursuant to this Agreement.


(d)           Adjustment of Revolving Loans.  To the extent the Commitments being increased
on the relevant Increase Effective Date are Revolving Commitments, then each of
the Revolving Lenders having a Revolving Commitment prior to such Increase
Effective Date (the “Pre-Increase Revolving
Lenders”) shall assign
to any Revolving Lender which is acquiring a new or additional Revolving
Commitment on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such



 56
 









Post-Increase Revolving Lenders
shall purchase from each Pre-Increase Revolving Lender, at the principal amount
thereof, such interests in the Revolving Loans and participation interests in
LC Exposure and Swingline Loans outstanding on such Increase Effective Date as
shall be necessary in order that, after giving effect to all such assignments
and purchases, such Revolving Loans and participation interests in LC Exposure
and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase
Revolving Lenders ratably in accordance with their Revolving Commitments after
giving effect to such increased Revolving Commitments.


(e)           Making of
New Term Loans.  On any
Increase Effective Date on which new Commitments for Term Loans are effective,
subject to the satisfaction of the foregoing terms and conditions, each Lender
of such new Commitment shall make a Term Loan to Borrower in an amount equal to
its new Commitment.


(f)            Equal and
Ratable Benefit.  The
Loans and Commitments established pursuant to this paragraph shall constitute
Loans and Commitments under, and shall be entitled to all the benefits afforded
by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the Guarantees and security
interests created by the Security Documents, except that the new Loans may be
subordinated in right of payment or the Liens securing the new Loans may be
subordinated, in each case, as set forth in the Increase Joinder.  The Loan Parties shall take any and all
actions reasonably required by the Administrative Agent to ensure and/or
demonstrate that the Lien and security interests granted by the Security
Documents continue to be valid and perfected under the UCC or other applicable
law after giving effect to the establishment of any such Class of Term Loans or
any such new Commitments.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


Each Credit Party
represents and warrants to the Administrative Agent, the Collateral Agent, the
Issuing Bank and each of the Lenders that:


SECTION
3.01.            Organization; Powers


Each Company (a) is
duly organized and validly existing under the laws of the jurisdiction of its
organization, (b) has all requisite power and authority to carry on its
business as now conducted, except where the failure to do so, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, and (c) is qualified and in good standing (to the extent
such concept is applicable in the applicable jurisdiction) to do business in
every jurisdiction where such qualification is required, except in such
jurisdictions where the failure to so qualify, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


SECTION
3.02.            Authorization; Enforceability


The Transactions to be
entered into by each Loan Party are within such Loan Party’s powers and have
been duly authorized by all necessary action. 
This Agreement has been duly executed and delivered by each Loan Party
and constitutes, and each other Loan Document to which any Loan Party is or is
to be a party, constitutes or when executed and delivered by such Loan Party
will constitute, a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law and any implied covenant
of good faith and fair dealing.



 57
 









SECTION
3.03.            Governmental Approvals; No Conflicts


Except as set forth on Schedule 3.03,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except
(i) such as have been obtained or made and are in full force and effect,
(ii) filings necessary to perfect Liens created under the Loan Documents
and (iii) consents, approvals, registrations, filings or actions the failure
of which to obtain or perform could not reasonably be expected to result in a
Material Adverse Effect, (b) will not violate the charter, by-laws
or other organizational documents of any Company or any order of any
Governmental Authority, (c) will not violate, result in a default or
require any consent or approval under any applicable law or regulation,
indenture, agreement or other instrument binding upon any Company or its
assets, or give rise to a right thereunder to require any payment to be made by
any Company, except for violations, defaults or the creation of such rights
that could not reasonably be expected to result in a Material Adverse Effect,
and (d) will not result in the creation or imposition of any Lien on any
asset of any Company, except Liens created under the Loan Documents and
Permitted Liens.


SECTION
3.04.            Financial Statements


Borrower has heretofore
delivered to the Lenders (i) the audited consolidated balance sheets and
related statements of income, stockholders’ equity and cash flows of Parent and
its Consolidated Subsidiaries and of Borrower and its Consolidated Subsidiaries,
in each case, as of and for the fiscal years ended September 29, 2006 and
September 30, 2005 and (ii) the unaudited condensed consolidated balance sheets
and related statements of income and cash flows of Parent and its Consolidated
Subsidiaries and of Borrower and its Consolidated Subsidiaries, in each case,
as of and for the six month periods ended March 30, 2007 and March 31,
2006.  Such financial statements (and all
financial statements delivered pursuant to Section 5.01) have been
prepared in accordance with GAAP consistently applied and present, in all
material respects, the consolidated financial condition, results of operations
and cash flows of Parent or Borrower, as the case may be.  Except as set forth in such financial
statements (and all financial statements delivered pursuant to Section 5.01),
there are no liabilities of Parent or any Company of any kind, whether accrued,
contingent, absolute, determined, determinable or otherwise, which could reasonably
be expected to result in a Material Adverse Effect.


SECTION
3.05.            Properties


(a)           Each Company has good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for irregularities or deficiencies in title
that, individually or in the aggregate, do not interfere in a material respect
with the ability of the Companies taken as a whole to conduct their business as
currently conducted.  Title to all such
property held by such Company is free and clear of all Liens except for
Permitted Liens; provided, however, title to all Mortgaged Real
Property is free and clear of all Liens except for the Permitted Collateral
Liens.  The property of the Companies,
taken as a whole, (i) is in good operating order, condition and repair
(ordinary wear and tear excepted) (except to the extent such condition could
not reasonably be expected to result in a Material Adverse Effect) and
(ii) constitutes all the properties which are required for the business
and operations of the Companies as currently conducted.


(b)           Schedule 7
to the Perfection Certificate contains a true and complete list of each parcel
of Real Property (i) owned by any Credit Party as of the Closing Date and describes
the type of interest therein held by such Credit Party as of the Closing Date
and (ii) leased, subleased or otherwise occupied or utilized by any Credit
Party, as lessee, as of the Closing Date and describes the type of interest
therein held by such Credit Party as of the Closing Date and, in the case of
Real Property located in the United States, whether such lease, sublease or
other instrument requires the consent of the landlord thereunder or other
parties thereto to the Transactions.



 58
 









(c)           Schedules 11(a)
and 11(b) to the Perfection Certificate set forth a list of all patents,
patent applications, registered trademarks, domain names, registered service
marks, and registered copyrights owned and necessary to such Loan Party for the
conduct of the business of the Companies as currently conducted (the “Intellectual Property”), except for those the failure to own
or license which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  No written claim has been asserted and is
pending or has been threatened in writing against the Loan Party by any person
challenging or questioning the validity or effectiveness of or alleging
infringement or other violation of any such U.S. Intellectual Property, except
as set forth in Schedule 3.05(c). 
To the knowledge of each Loan Party, the use of such Intellectual
Property by each Loan Party does not infringe or otherwise violate the
intellectual property rights of any person, except for such claims, violations,
and infringements that, individually or in the aggregate, could not reasonably
be expected to be material to the Companies taken as a whole.


SECTION
3.06.            Equity Interests and
Subsidiaries


(a)           Schedule 3.06(a)
sets forth a list of (i) all the Subsidiaries and their jurisdiction of
organization as of the Closing Date and (ii) the number of shares of each
class of its Equity Interests authorized, and the number outstanding, on the
Closing Date and the number of shares covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights at the Closing
Date.  All Equity Interests of each
Subsidiary are duly and validly issued and are fully paid and non-assessable
and are owned directly or indirectly by Borrower.  All Equity Interests of Borrower are owned
directly by Parent.  Each Loan Party is
the record and beneficial owner of, and has good and marketable title to, the
Equity Interests pledged by it under the Security Agreement, free of any and
all Liens, rights or claims of other persons, except for Permitted Liens.


(b)           No consent of any
person including any other general or limited partner, any other member of a
limited liability company, any other shareholder or any trust beneficiary is
necessary or desirable in connection with the creation, perfection or first
priority status of the security interest of the Collateral Agent in any Equity
Interests, subject only to Permitted Liens, pledged to the Collateral Agent for
the benefit of the Secured Parties under the Security Agreement or the exercise
by the Collateral Agent of the voting or other rights provided for in the
Security Agreement or the exercise of remedies in respect thereof.


SECTION
3.07.            Litigation; Compliance with Laws


(a)           There are no actions,
suits or proceedings at law or in equity by or before any Governmental
Authority now pending or, to the knowledge of any Company, threatened against
or affecting any Company or any business, property or rights of any such person
(i) that challenge the enforceability or validity of any Loan Document or
the Transactions or (ii) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect.


(b)           Except for matters
covered by Section 3.17, no Company or any of its property is in
violation of, nor will the continued operation of their property as currently
conducted violate, any Requirements of Law (including any zoning or building
ordinance, code or approval or any building permits) or any restrictions of
record or agreements affecting the Real Property or is in default with respect
to any judgment, writ, injunction, decree or order of any Governmental
Authority, in each case where such violation or default could reasonably be
expected to result in a Material Adverse Effect.



 59
 









SECTION
3.08.            Agreements


(a)           As of the Closing Date,
no Credit Party is a party to any material agreement other than the agreements
set forth on Schedule 3.08, and Borrower has delivered to the
Administrative Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect
thereto.


(b)           No Company is in
default under any agreement or instrument to which it is a party or by which it
or any of its property are or may be bound (other than agreements relating to
or evidencing Indebtedness) where such default could reasonably be expected to
result in a Material Adverse Effect.


SECTION
3.09.            Federal Reserve Regulations


(a)           No Company is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.


(b)           No part of the proceeds
of any Loan or any Letter of Credit will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any
purpose that entails a violation of, or that is inconsistent with, the
provisions of the regulations of the Board, including Regulation T, U or
X.  The pledge of the Securities
Collateral (as defined in the Security Agreement) pursuant to the Security
Agreement does not violate such regulations.


SECTION
3.10.            Investment Company Act; Public Utility Holding Company Act


No Company is (a) an “investment
company” or a company “controlled” by an “investment company,” as defined in,
or subject to regulation under, the Investment Company Act of 1940, as amended,
or (b) a “holding company,” an “affiliate” of a “holding company” or a “subsidiary
company” of a “holding company,” as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935, as amended.


SECTION
3.11.            Use of Proceeds


Borrower will use the
proceeds of the Revolving Loans to provide ongoing working capital requirements
and for general corporate purposes (including acquisitions).  The proceeds of the Term Loans made on the
Closing Date shall be used to effect the Refinancing and pay fees and expenses
in connection with the Transactions.


SECTION
3.12.            Taxes


Each Company has
(a) filed or caused to be filed all material federal, state, local and foreign
Tax Returns required to be filed by it and (b) duly paid or caused to be
duly paid all Taxes (whether or not shown on any Tax Return) due and payable by
it and all assessments received by it, except taxes that are being contested in
good faith by appropriate proceedings and for which such Company shall have set
aside on its books adequate reserves in accordance with GAAP or which could
not, individually or in the aggregate, have a Material Adverse Effect.


SECTION
3.13.            No Material Misstatements


The information, reports,
financial statements, exhibits and schedules furnished by or on behalf of any
Company to the Administrative Agent or any Lender or Original Lender in
connection with 



 60
 









the negotiation of any
Loan Document or included therein or delivered pursuant thereto (including the
Confidential Information Memorandum) when taken as a whole does not contain any
material misstatement of fact and does not omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were, are or will be made, not misleading as of the date such
information is dated or certified; provided that
to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection or pro forma adjustment, each Company
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule, it being understood that projections are
subject to uncertainties and contingencies and that no assurance can be given
that any projection will be realized.


SECTION
3.14.            Labor Matters


As of the Closing Date,
there were no strikes, lockouts or slowdowns against any Company pending or, to
the knowledge of any Company, threatened which could reasonably be expected to
result in a Material Adverse Effect.  The
hours worked by and payments made to employees of any Company have not been in
violation of the Fair Labor Standards Act or any other applicable federal,
state, local or foreign law dealing with such matters in any manner which could
reasonably be expected to result in a Material Adverse Effect.  All payments due from any Company, or for
which any claim may be made against any Company, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Company except where the failure to
do so could not reasonably be expected to result in a Material Adverse
Effect.  The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining
agreement to which any Company is bound.


SECTION
3.15.            Solvency


Immediately after the
consummation of the Transactions to occur on the Closing Date and immediately
following the making of each Loan and after giving effect to the application of
the proceeds of each Loan, (a) the fair value of the assets of each Loan
Party will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each
Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured;
(c) each Loan Party will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) no Loan Party will have unreasonably small
capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.


SECTION
3.16.            Employee Benefit Plans


(a)           Each Company and its
ERISA Affiliates are in compliance with the applicable provisions of ERISA and
the Tax Code and the regulations and published interpretations thereunder except
where the failure to comply could not reasonably be expected to have a Material
Adverse Effect.  No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events, could reasonably be expected to result in a Material
Adverse Effect.  The present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of all such
underfunded Plans by an amount that would have a Material Adverse Effect.  In the event of a complete withdrawal from
each Multiemployer Plan, the aggregate liabilities of the Company and its ERISA
Affiliates resulting therefrom could not reasonably be expected to result in a
Material Adverse Effect.



 61
 









(b)           Each Foreign Plan has
been maintained in substantial compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and
orders and has been maintained, where required, in good standing with
applicable regulatory authorities, except where the failure to comply or be
maintained in good standing could not be reasonably expected to have a Material
Adverse Effect.  No Company has incurred
any obligation in connection with the termination of or withdrawal from any
Foreign Plan that could reasonably be expected to result in a Material Adverse
Effect.  The present value of the accrued
benefit liabilities (whether or not vested) under each Foreign Plan which is
required to be funded, determined as of the end of the most recently ended
fiscal year of the respective Company (based on the actuarial assumptions used
for purposes of the applicable jurisdiction’s financial reporting
requirements), did not exceed the current value of the assets of such Foreign
Plan by an amount that could reasonably be expected to have a Material Adverse
Effect, and for each Foreign Plan which is not funded, the obligations of such
Foreign Plan are properly accrued, except where the failure to comply could not
be reasonably expected to have a Material Adverse Effect.


SECTION
3.17.            Environmental Matters


(a)           The Real Property of
the Companies does not contain therein, thereon or thereunder, including,
without limitation, the soil and groundwater thereunder, any Hazardous
Materials in amounts or concentrations which (i) constitute a violation
of, (ii) require a Response under, or (iii) could give rise to
liability under, Environmental Laws, which violations, Response and
liabilities, in the aggregate, could reasonably be expected to result in a
Material Adverse Effect;


(b)           The Real Property and
all operations of the Companies are in compliance, and in the last three years
have been in compliance, with all Environmental Laws and all necessary Environmental
Permits have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary Environmental Permits,
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect;


(c)           There have been no
Releases at, from, under, or originating from properties adjacent to, the Real
Property or otherwise in connection with the operations of any Company, which Releases,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect;


(d)           None of the Companies
has received an Environmental Claim, nor to their knowledge has any been
threatened, which, in the aggregate, could reasonably be expected to result in
a Material Adverse Effect;


(e)           To the knowledge of the
Companies, Hazardous Materials have not been transported from Real Property of
the Companies by or on behalf of any of the Companies, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
such Real Property in a manner that could give rise to liability under, or in
violation of, any Environmental Law, nor has any Company retained or assumed
any liability, contractually, by operation of law or otherwise, with respect to
the generation, treatment, storage, transport or disposal of Hazardous
Materials, which transportation, generation, treatment, storage or disposal, or
retained or assumed liabilities, in the aggregate, could reasonably be expected
to result in a Material Adverse Effect (it being understood that, for purposes
of Section 8.01 of this Agreement (Event of Default),
notwithstanding the qualification by the knowledge of the Companies at the
beginning of this subsection, the representations and warranties contained in
this subsection shall be deemed not to be so qualified);


(f)            No Real Property of
the Companies is (i) listed or, to the knowledge of the Companies,
proposed for listing on the National Priorities List under CERCLA or
(ii) listed on the Comprehensive Environmental Response, Compensation and
Liability Information System promulgated pursuant



 62
 









to CERCLA, or
(iii) included on any similar list maintained under any similar
Environmental Law, in any case (i), (ii) or (iii), which, in the aggregate,
could reasonably be expected to result in a Material Adverse Effect; and


(g)           No Company is currently
conducting any Response pursuant to any Environmental Law with respect to any
Real Property or any other location which could reasonably be expected to
result in a Material Adverse Effect.


SECTION
3.18.            Insurance


Schedule 3.18
sets forth a true, complete and correct summary description of all material
insurance maintained by each Company as of the Closing Date.  As of each such date, such insurance is in
full force and effect and all premiums have been duly paid.  Each Company has insurance in such amounts
and covering such risks and liabilities as are in accordance with normal industry
practice.


SECTION
3.19.            Security Documents


(a)           The Security Agreement
is effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in and Lien
on the Security Agreement Collateral and, when (i) financing statements
and other filings in appropriate form are filed in the offices specified on
Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have
complied with Section 3.03 of the Security Agreement, the Security Agreement
shall constitute a fully perfected Lien on, and security interest in, all
right, title and interest of the grantors thereunder in such Collateral (other
than (A) the Intellectual Property (as defined in the Security Agreement)
and (B) such Collateral in which a security interest cannot be perfected
under the Uniform Commercial Code as in effect at the relevant time in the
relevant jurisdiction), in each case subject to no Liens other than Permitted
Liens.


(b)           When the Security
Agreement (including all schedules thereto) or a short-form thereof is filed in
the United States Patent and Trademark Office and the United States Copyright
Office in the manner prescribed by each office and all actions required under
the laws of the state of organization of the relevant Credit Party with respect
to the perfection of a security interest in such intangible property are
undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall
have a fully perfected Lien on, and security interest in, all right, title and
interest of the grantors thereunder in the U.S. Intellectual Property (as
defined in the Security Agreement) to the fullest extent permitted by law, in
each case subject to no Liens other than Permitted Liens (it being understood
that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a Lien on
registered trademarks, trademark applications and copyrights acquired by the
grantors after the date hereof).


(c)           Each Mortgage executed
and delivered as of the Closing Date is, or, to the extent any Mortgage is duly
executed and delivered thereafter by the relevant Credit Party, will be,
effective to create, in favor of the Collateral Agent, for its benefit and the
benefit of the Secured Parties, a legal, valid and enforceable first priority
Lien on and security interest in all of the Credit Parties’ right, title and
interest in and to the Mortgaged Real Properties thereunder and the proceeds
thereof subject to Permitted Collateral Liens, and when the Mortgages are filed
in the offices specified on Schedule 1.01(a) (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



 63
 









Parties in the Mortgaged Real
Properties and the proceeds thereof, in each case prior and superior in right
to any other person, other than Permitted Collateral Liens.


(d)           Each Security Document
(other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12
will, upon execution and delivery thereof, be effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of the Credit Parties’ right, title and
interest in and to the Collateral thereunder, and when such Security Document
is filed or recorded in the appropriate offices as may be required under
applicable law, such Security Document will constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Credit
Parties in such Security Agreement Collateral, in each case subject to no Liens
other than the applicable Permitted Liens.


SECTION
3.20.            Subordination of Senior Subordinated Notes


The Obligations are “Senior
Debt,” the Guaranteed Obligations are “Guarantor Senior Debt” and the
Obligations and Guaranteed Obligations are “Designated Senior Debt,” in each
case, within the meaning of the Senior Subordinated Note Documents.


SECTION
3.21.            Representations, Warranties and Agreements With Respect to Parent


Each of the
representations, warranties and agreements made with respect to a Company or a
Loan Party in Sections 3.01, 3.02, 3.03, 3.05,
3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13,
3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20,
3.22 and 3.23 are also true and correct as to Parent as though
references to such Company or Loan Party therein are references to Parent.


SECTION
3.22.            Anti-Terrorism Law


(a)           No Loan Party and, to
the knowledge of the Loan Parties, none of its Affiliates is in violation of
any laws 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 Loan Party and to
the knowledge of the Loan Parties, no Affiliate or broker or other agent of any
Loan 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



 64















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


SECTION
3.23.            Bribery


To the best knowledge of
the Loan Parties, no Loan Party, nor any of their respective officers,
directors, partners, employees, agents or affiliates or any other person acting
on behalf of the Loan Parties, has directly or indirectly, given or agreed to
give any money, gift or similar benefit (other than legal price concessions to
customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, official or employee of any governmental
agency (domestic or foreign), instrumentality of any government (domestic or
foreign) or any political party or candidate for office (domestic or foreign)
or other person who was, is or may be in a position to help or hinder the business
of the Loan Parties (or assist the Loan Parties in connection with any actual
or proposed transaction) which would subject any Loan Party or any other
individual or entity to any damage or penalty in any civil, criminal or
governmental litigation or proceeding (domestic or foreign) except for such
damages or penalties, either individually or in the aggregate that would not
reasonably be expected to have a Material Adverse Effect.


ARTICLE IV


CONDITIONS OF LENDING


The obligations of the
Lenders  to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder are subject to the satisfaction of
the following conditions:


SECTION
4.01.            All Credit Events


On the date of each
Borrowing, including each Borrowing of a Swingline Loan, and on the date of
each issuance, amendment, extension or renewal of a Letter of Credit (each such
event being called a “Credit Event”):


(a)           The Administrative
Agent shall have received a notice of such Borrowing as required by Section 2.03
(or such notice shall have been deemed given in accordance with Section 2.03)
or, in the case of the issuance, amendment, extension or renewal of a Letter of
Credit, the Issuing Bank and the Administrative Agent shall have received a
notice requesting the issuance, amendment, extension or renewal of such Letter
of Credit as required by Section 2.18(b) or, in the case of the
Borrowing of a Swingline Loan, the Swingline Lender and the Administrative
Agent shall have received a notice requesting such Swingline Loan as required
by Section 2.17(b).



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(b)           At the time of and
immediately after such Credit Event, no Default or Event of Default shall have
occurred and be continuing.


(c)           Each of the
representations and warranties set forth in Article III hereof or in any
other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of the
date of such Credit Event with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate
to an earlier date.


(d)           There has been no
material adverse change in the condition, financial or otherwise, business,
operations, assets or liabilities of the Companies, taken as a whole, since September
29, 2006.


Each Credit Event shall
be deemed to constitute a representation and warranty by each Credit Party on
the date of such Credit Event as to the matters specified in paragraphs (b),
(c) and (d) of this Section 4.01.


SECTION
4.02.            First Credit Event


On the Closing Date:


(a)           Loan
Documents.  All legal
matters incident to this Agreement, the Borrowings and extensions of credit
hereunder and the other Loan Documents shall be reasonably satisfactory to the
Original Lenders, to the Issuing Bank and to the Administrative Agent and there
shall have been delivered to the Administrative Agent an executed counterpart
of each of the Loan Documents and Collateral Documents, including this
Agreement, the Security Agreement, each Mortgage, the Perfection Certificate
and each other applicable Loan Document and Collateral Document.


(b)           Corporate
Documents.  The
Administrative Agent shall have received:


(i)            a
certificate of the Secretary or Assistant Secretary of each Credit Party dated
the Closing Date and certifying (A) that attached thereto is a true and
complete copy of the certificate or articles of incorporation or other
constitutive documents, including all amendments thereto certified as of a
recent date by the Secretary of State of the state of its organization,
(B) that attached thereto is a true and complete copy of the by-laws
of each Credit Party as in effect on the Closing Date and at all times since a
date prior to the date of the resolutions described in clause (C) below,
(C) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors or managers of such person authorizing the
execution, delivery and performance of the Loan Documents to which such person
is a party and, in the case of Borrower, the borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in full
force and effect, (D) as to the incumbency and specimen signature of each
officer executing any Loan Document or any other document delivered in
connection herewith on behalf of such person (together with a certificate of
another officer as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate in this clause (i));


(ii)           a
long form certificate as to the good standing of each Credit Party as of a
recent date, from such Secretary of State; and



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(iii)          such
other documents as the Administrative Agent may reasonably request.


(c)           Officer’s
Certificate.  The
Administrative Agent shall have received a certificate, dated the Closing Date
and signed by a Financial Officer of Borrower, confirming compliance with the
conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01.


(d)           The
Refinancing.  Such amount
of Parent Floating Rate Notes shall have been, or shall simultaneously be,
purchased or redeemed such that after giving effect to the Transactions on the
Closing Date no more than $25.0 million aggregate principal amount of Parent
Floating Rate Notes remains outstanding (it being understood that Parent
Floating Rate Notes as to which notice of redemption has been irrevocably
delivered to the trustee in accordance with the indenture for the Parent
Floating Rate Notes shall be deemed not outstanding).  The Term B Loans and revolving loans under
the Original Credit Agreement shall have been, or shall simultaneously be,
repaid in full or exchanged for Term Loans or revolving loans, as the case may
be, under this Agreement (including pursuant to Section 2.19).  All commitments under the Original Credit Agreement
shall be terminated.


(e)           Indebtedness,
Disqualified Capital Stock and Minority Interests.  After giving effect to the Transactions and
the other transactions contemplated hereby, no Group Company shall have
outstanding any Indebtedness, Disqualified Capital Stock or minority interests
other than (i) the Loans and extensions of credit hereunder, (ii) the
Senior Subordinated Notes, (iii) intercompany Indebtedness represented by
the Intercompany Note or intercompany notes to be pledged to the Collateral
Agent pursuant to the Security Agreement, (iv) the Parent Floating Rate Notes
to the extent permitted by Section 4.02(d) and (v) other
Indebtedness listed on Schedule 6.01. 
No default or event of default shall exist or shall result from the
Transactions under any agreement or instrument governing any such Indebtedness.


(f)            Opinions
of Counsel.  The
Administrative Agent shall have received (i) a favorable written opinion
of Irell & Manella LLP, special counsel for the Credit Parties, in form reasonably
acceptable to the Administrative Agent and the Arrangers, (A) dated the
Closing Date, (B) addressed to the Agents, the Issuing Bank, and the
Lenders and (C) covering such other matters relating to the Loan Documents
and the Transactions as the Administrative Agent shall reasonably request and
(ii) a favorable written opinion of Canadian counsel, in form reasonably acceptable
to the Administrative Agent and the Arrangers, (A) dated the Closing Date
and (B) addressed to the Agents, the Issuing Bank, and the Lenders.


(g)           Solvency
Certificate.  The
Administrative Agent shall have received a solvency certificate from Borrower’s
chief financial officer, in substantially the form of Exhibit M, as
to the solvency of each of the Loan Parties after giving effect to the
Transactions.


(h)           Requirements
of Law.  The
Administrative Agent shall be satisfied that the Transactions shall be in full
compliance with all material Requirements of Law, including without limitation
Regulations T, U and X of the Board.


(i)            Consents
and Approvals.  The
Administrative Agent shall be satisfied that all requisite Governmental
Authorities and third parties shall have approved or consented to the
Transactions, and there shall be no governmental or judicial action that has or
would have, singly or in the aggregate, a reasonable likelihood of restraining,
preventing or imposing materially burdensome conditions on the Transactions or
the other transactions contemplated hereby.



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(j)            Litigation.  There shall be no litigation, public or
private, or administrative proceedings, governmental investigation or other
legal or regulatory developments that, singly or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, or could materially
and adversely affect the ability of Parent, Borrower and the Subsidiaries to
consummate the financings contemplated hereby or the other Transactions.


(k)           Fees.  The Agents and Lenders shall have received
all Fees and other amounts due and payable hereunder and under the Fee Letter
on or prior to the Closing Date, including, to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses
(including the reasonable legal fees and expenses of Cahill Gordon &
Reindel LLP, special counsel to
the Agents) required to be reimbursed or paid by Borrower hereunder or under
any other Loan Document.


(l)            Personal
Property Requirements. 
The Collateral Agent shall have received:


(i)            all
certificates, agreements or instruments representing or evidencing the Pledged
Equity Interests and the Pledged Notes (each as defined in the Security Agreement)
accompanied by instruments of transfer and stock powers endorsed in blank shall
have been delivered to the Collateral Agent;


(ii)           all
other certificates, agreements, including control agreements, or instruments
necessary to perfect all Chattel Paper, all Instruments, all Deposit Accounts
and all Investment Property of each Credit Party (as each such term is defined
in the Security Agreement and to the extent required by Section 3.03 of
the Security Agreement);


(iii)          UCC
Financing Statements (Form UCC-1 or UCC-2, as appropriate) in
appropriate form for filing under the UCC and such other documents under
applicable Requirements of Law in each jurisdiction as may be necessary or
appropriate to perfect the Liens created, or purported to be created, by the
Security Documents;


(iv)          certified
copies of Requests for Information (Form UCC-11), tax lien, judgment
lien, bankruptcy and pending lawsuit searches or equivalent reports or lien
search reports, each of a recent date listing all effective financing
statements, lien notices or comparable documents that name any Credit Party as
debtor and that are filed in those state and county jurisdictions in which any
of the property of any Credit Party is located and the state and county
jurisdictions in which any Credit Party’s principal place of business is
located, none of which encumber the Collateral covered or intended to be
covered by the Security Documents (other than those relating to Permitted Liens
and other Liens acceptable to the Collateral Agent);


(v)           evidence
of the completion of all recordings and filings of, or with respect to, the
Security Agreement, including filings with the United States Patent, Trademark
and Copyright Offices, and the execution and/or delivery of such other security
and other documents, and the taking of all actions as may be necessary or, in
the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens
created, or purported to be created, by the Security Agreement in Collateral
located in the U.S., except for any of the foregoing to be provided after the
Closing Date pursuant to Section 5.12 hereof;


(vi)          with
respect to each location set forth on Schedule 4.02(l)(vi), a
Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access
Agreement or Bailee Letter shall be required with respect to any Real Property
or personal



 68
 









property Collateral, as the case may be, that could not be obtained
after the Loan Party that is the lessee or owner of the inventory or other
personal property Collateral stored with the bailee thereof, as applicable,
shall have used all commercially reasonable efforts to do so;


(vii)         evidence
acceptable to the Collateral Agent of payment by the Loan Parties of all
applicable recording taxes, fees, charges, costs and expenses required for the
recording of the Collateral Documents; and


(viii)        the
Intercompany Note executed by and among Parent and each of its subsidiaries,
accompanied by instruments of transfer undated and endorsed in blank;


provided
that the items in clauses (i), (ii), (v), (vi) and (viii) shall not be required
to the extent delivered under the Original Credit Agreement and continuously
effective with respect to this Agreement and the Obligations hereunder.


(m)          [Reserved].


(n)           Indebtedness.
The Lenders shall have received reasonably satisfactory evidence that Borrower’s
Leverage Ratio (as defined under the Original Credit Agreement) for the four
quarter period ended March 30, 2007 shall not be greater than 4.0x.


(o)           Real
Property.  The Collateral
Agent shall have received the following:


(i)            With respect to
each Mortgage executed prior to the Closing Date, a Mortgage Amendment
substantially in the form of Exhibit O hereto (each a “Mortgage Amendment”) duly executed and
acknowledged by the applicable Loan Party, and otherwise in form for recording
in the recording office where each such Mortgage was recorded, together with
such certificates, affidavits, questionnaires or returns as shall be required in
connection with the recording or filing thereof under applicable law, all of
which shall be in form and substance reasonably satisfactory to the Collateral
Agent;


(ii)           with respect to
each Mortgage Amendment, deliver a copy of the existing mortgage title
insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage
encumbering such Mortgaged Real Property assuring the Collateral Agent that the
Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first
priority lien on such  Mortgaged Real Property
in favor of the Collateral Agent for the benefit of the Secured Parties free
and clear of all defects and encumbrances and liens except Permitted Collateral
Liens (as defined in the applicable Mortgage), and such Mortgage Policy shall
otherwise be in form and substance reasonably satisfactory to the Collateral
Agent;


(iii)          to the extent
requested by the Administrative Agent, with respect to each Mortgage Amendment,
opinions of Irell & Manella LLP and McCarter & English, LLP, which
opinions (x) shall be addressed to each Agent and each of the Lenders and
be dated the Closing Date, (y) shall cover the enforceability of the
respective Mortgage as amended by the Mortgage Amendment and perfection of the
Liens and security interests granted pursuant to the relevant Security
Documents and such other matters incident to the transactions contemplated
herein as the Agents may reasonably request and (z) shall be in form and
substance reasonably satisfactory to the Agents;



 69
 









provided that if
any of the requirements of this Section 4.02(o) are not completed on or prior
to the Closing Date after Borrower has used commercially reasonable efforts to
do so, such requirements may be completed within 60 days after the Closing
Date.


ARTICLE V


AFFIRMATIVE COVENANTS


Parent (only with respect
to Sections 5.06, 5.11 and 5.12) and each Loan Party covenants
and agrees with each Lender that so long as this Agreement shall remain in
effect and until the Commitments have been terminated and the principal of and
interest on each Loan, all Fees and all other expenses or amounts payable under
any Loan Document shall have been paid in full and all Letters of Credit have
been canceled or have expired and all amounts drawn thereunder have been
reimbursed in full or fully cash collateralized, unless the Required Lenders
shall otherwise consent in writing, each Loan Party will, and will cause each
of its subsidiaries to:


SECTION
5.01.            Financial Statements, Reports, etc.


In the case of Borrower,
furnish to the Administrative Agent (and the Administrative Agent shall furnish
to each Lender):


(a)           Annual
Reports.  Within 90 days
after the end of each fiscal year, (i) the consolidated balance sheet of
Parent as of the end of such fiscal year and related consolidated statements of
income, cash flows and stockholders’ equity for such fiscal year, and notes
thereto (including a note with a consolidated balance sheet and statements of
income and cash flows separating out Borrower and the Subsidiaries) and
accompanied by an opinion of KPMG LLP or other independent public accountants
of recognized national standing satisfactory to the Administrative Agent (which
opinion shall not be qualified as to scope or contain any going concern or
other qualification), stating that such financial statements fairly present, in
all material respects, the consolidated financial condition, results of
operations, cash flows and changes in stockholders’ equity of Parent as of the
end of and for such fiscal year in accordance with GAAP consistently applied,
(ii) a management report in a form reasonably satisfactory to the
Administrative Agent setting forth the financial condition, results of
operation and cash flows of Parent as of the end of and for such fiscal year,
as compared to the Parent’s financial condition, results of operation and cash
flows as of the end of and for the previous fiscal year and its budgeted
results of operations and cash flows, and (iii) a management’s discussion
and analysis of the financial condition and results of operations for such
fiscal year, as compared to the previous fiscal year;


(b)           Quarterly
Reports.  Within 45 days
after the end of each of the first three fiscal quarters of each fiscal year,
(i) the consolidated balance sheet of Parent as of the end of such fiscal
quarter and related consolidated statements of income and cash flows for such
fiscal quarter and for the then elapsed portion of the fiscal year, in
comparative form with the consolidated statements of income and cash flows for
the comparable periods in the previous fiscal year, and notes thereto
(including a note with a consolidated balance sheet and statements of income
and cash flows separating out Borrower and the Subsidiaries), and accompanied
by a certificate of a Financial Officer stating that such financial statements
fairly present, in all material respects, the consolidated financial condition,
results of operations and cash flows of Parent as of the date and for the
periods specified in accordance with GAAP consistently applied and on a basis
consistent with the audited financial statements referred to in clause (a)
of this Section, subject to normal year-end audit adjustments and the
absence of footnotes; (ii) a management report in a form reasonably
satisfactory to the Administrative Agent setting forth the financial condition,
results of



 70
 









operation and cash flows of Parent as of the end of and for such fiscal
quarter and for the then elapsed portion of the fiscal year, as compared to
Parent’s financial condition, results of operation and cash flows as of the end
of such fiscal quarter and for the comparable periods in the previous fiscal
year and its budgeted results of operations and cash flows; and (iii) a
management’s discussion and analysis of the financial condition and results of
operations for such fiscal quarter and the then elapsed portion of the fiscal
year, as compared to the comparable periods in the previous fiscal year;


(c)           Financial
Officer’s Certificate. 
(i)  Concurrently with any delivery of financial statements
under paragraphs (a) or (b) above, a certificate of a Financial Officer
certifying that no Default has occurred or, if such a Default has occurred,
specifying the nature and extent thereof and any corrective action taken or
proposed to be taken with respect thereto; (ii) concurrently with any
delivery of financial statements under paragraph (a) or (b) above, a
certificate of a Financial Officer setting forth computations in reasonable
detail demonstrating compliance with the covenants contained in Section 6.07
and, in the case of paragraph (a) above, setting forth Borrower’s
calculation of Excess Cash Flow; and (iii) in the case of
paragraph (a) above, a report of the accounting firm opining on or
certifying such financial statements stating that in the course of its regular
audit of the financial statements of Parent and its subsidiaries, which audit
was conducted in accordance with GAAP, such accounting firm obtained no
knowledge that any Default under Section 6.07 has occurred or, if in
the opinion of such accounting firm such a Default has occurred, specifying the
nature and extent thereof;


(d)           Financial
Officer’s Certificate Regarding Collateral.  Concurrently with any delivery of financial
statements under paragraph (a) above, a Perfection Certificate Supplement;


(e)           Public
Reports.  Promptly after
they become publicly available, copies of all periodic and other reports, proxy
statements and other materials filed by any Company with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed to holders of its material Indebtedness pursuant to the terms of
the documentation governing such material Indebtedness (or any trustee, agent
or other representative therefor), as the case may be;


(f)            Management
Letters.  Promptly after
the receipt thereof by any Company, a copy of any “management letter” received
by any such person from its certified public accountants and the management’s
responses thereto;


(g)           Budgets.  No later than 90 days after the first day of
each fiscal year of Borrower, an annual budget in form reasonably satisfactory
to the Administrative Agent (including budgeted statements of income by each of
Borrower’s business units and sources and uses of cash and balance sheets)
prepared by Borrower for each fiscal month of such fiscal year prepared in
detail with appropriate presentation and discussion of the principal
assumptions upon which such budget is based, accompanied by the statement of a
Financial Officer of Borrower to the effect that to such officer’s knowledge
such budget is a reasonable estimate for the period covered thereby; and


(h)           Other
Information.  Promptly,
from time to time, such other information regarding the operations, business
affairs and financial condition of any Company, or compliance with the terms of
any Loan Document, as the Administrative Agent or any Lender may reasonably
request.



 71
 









SECTION
5.02.            Litigation
and Other Notices


Furnish to the
Administrative Agent and each Lender prompt written notice of the following:


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


(b)           the filing or commencement
of, or any written threat or notice of intention of any person to file or
commence, any action, suit or proceeding, whether at law or in equity by or before
any Governmental Authority, (i) against any Company that could reasonably
be expected to result in a Material Adverse Effect or (ii) with respect to
any Loan Document;


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


(d)           the occurrence of a
Casualty Event in excess of $500,000.


SECTION
5.03.            Existence; Businesses and Properties


(a)           Do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence, except as otherwise expressly permitted under Section 6.04
or, in the case of any Subsidiary, where the failure to perform such
obligations, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


(b)           Do or cause to be done
all things necessary to obtain, preserve, renew, extend and keep in full force
and effect the rights, licenses, permits, franchises, authorizations, patents,
copyrights, trademarks and trade names material to the conduct of its business;
comply with all applicable Requirements of Law (including any applicable Environmental
Law, zoning or building ordinance, code or approval or any building permits or
any restrictions of record or agreements affecting the Real Property) and
decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except where the failure to comply, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; and at all times maintain and preserve all property material to the
conduct of such business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all commercially
reasonable repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
conducted at all times as it is currently conducted; provided, however,  that nothing in this Section 5.03(b)
shall prevent (i) sales of assets, consolidations or mergers by or
involving any Company in accordance with Section 6.04;
(ii) the withdrawal by any Company of its qualification as a foreign
corporation in any jurisdiction where such withdrawal, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any property, rights,
franchises, licenses and patents that such person reasonably determines are not
necessary for the proper conduct of its business.


SECTION
5.04.            Insurance


(a)           Keep its insurable
property adequately insured at all times by financially sound and reputable
insurers; maintain such other insurance, to such extent and against such risks,
including fire and other risks insured against by extended coverage, as is
customary with companies in the same or similar businesses operating in the
same or similar locations, including public liability insurance against claims
for personal injury or death or property damage occurring upon, in, about or in
connection with the



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use of any property owned,
occupied or controlled by it; and maintain such other insurance as may be required
by law; and, with respect to the Mortgaged Property, otherwise maintain all
insurance coverage required under the applicable Mortgage, such policies to be
in such form and amounts and having such coverage as may be reasonably
satisfactory to the Collateral Agent.


(b)           All such insurance
shall (i) provide that no cancellation, material reduction in amount or
material change in coverage thereof shall be effective until at least 30 days
(10 days for non-payment) after receipt by the Collateral Agent of
written notice thereof and (ii) name the Collateral Agent as insured party
or additional loss payee, (iii) if reasonably requested by the Collateral
Agent, include a breach of warranty clause and (iv) be reasonably
satisfactory in all other respects to the Collateral Agent.


(c)           Borrower shall, upon
the Administrative Agent’s or the Collateral Agent’s request, deliver to the
Administrative Agent and the Collateral Agent and the Lenders a report of a
reputable insurance broker annually with respect to such insurance and such
supplemental reports with respect thereto as the Administrative Agent or the
Collateral Agent may from time to time reasonably request.


SECTION
5.05.            Obligations and Taxes


Pay its material
Indebtedness and other material obligations promptly and in accordance with
their terms and pay and discharge promptly when due all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise that, if unpaid, might give rise to a Lien other than a
Permitted Lien upon such properties or any part thereof; provided, however,
that such payment and discharge shall not be required with respect to any such
tax, assessment, charge, levy or claim so long as the validity or amount
thereof shall be contested in good faith by appropriate proceedings, the
applicable Company shall have set aside on its books adequate reserves with
respect thereto in accordance with GAAP, non-payment or non-discharge could not
reasonably be expected to have a Material Adverse Effect and such contest
operates to suspend collection of the contested obligation, tax, assessment or
charge and enforcement of a Lien other than a Permitted Lien and, in the case
of Collateral, the applicable Company shall have otherwise complied with the
provisions of the applicable Security Document in connection with such nonpayment.


SECTION
5.06.            Employee Benefits


(a)           Comply with the
applicable provisions of ERISA and the Tax Code, except where such
noncompliance, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect and (b) furnish to the
Administrative Agent (i) as soon as possible after, and in any event
within 30 days after any Responsible Officer of the Companies or their ERISA
Affiliates knows or has reason to know that, any ERISA Event has occurred that
alone or together with any other ERISA Event could reasonably be expected to
result in liability of the Companies or their ERISA Affiliates in an aggregate
amount exceeding $1.0 million, a statement of a Financial Officer of Parent
setting forth details as to such ERISA Event and the action, if any, that the
Companies propose to take with respect thereto, and (ii) upon request by
the Administrative Agent, copies of: 
(w) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal
Revenue Service with respect to each Plan; (x) the most recent actuarial
valuation report for each Plan; (y) all notices received by any Company or
any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental
agency concerning an ERISA Event; and (z) such other documents or governmental
reports or filings relating to any Plan (or employee benefit plan sponsored or
contributed to by any Company) as the Administrative Agent shall reasonably
request.



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SECTION
5.07.            Maintaining Records; Access to Properties and Inspections


Keep proper books of
record and account (i) in which full, true and correct entries are made in
conformity with all Requirements of Law, (ii) in form permitting financial
statement conforming with GAAP to be derived therefrom and (iii) in which
all material dealings and transactions in relation to its business and
activities are recorded.  Each Company
will permit any representatives designated by any Agent (at the sole cost and
expense of the Lenders) to visit and inspect the financial records and the property
of such Company upon reasonable prior notice during regular business hours and
under guidance of officers of such Company and to make extracts from and copies
of such financial records, and permit any representatives designated by any
Agent to discuss the affairs, finances and condition of any Company with and be
advised as to the same by the officers thereof and the independent accountants
therefor, all at such reasonable times and intervals and to such reasonable
extent as any Agent or its representatives may request.


SECTION
5.08.            Use of Proceeds


The proceeds of the Term
Loans made on the Closing Date and the Revolving Loans shall be used only for
the purposes set forth in Section 3.11.


SECTION
5.09.            Compliance with Environmental Laws; Environmental Reports


(a)           Comply and use
commercially reasonable efforts to cause all lessees and other persons
occupying Real Property owned or operated by any Company to comply, in all
material respects with all Environmental Laws and Environmental Permits
applicable to its operations and property and obtain and renew all material
Environmental Permits applicable to its operations and property and conduct any
Response in accordance with Environmental Laws; provided, however,  that no Company shall be required to undertake
any Response to the extent that its obligation to do so is being contested in
good faith and by proper proceedings and appropriate reserves are being
maintained with respect to such circumstances in accordance with GAAP.


(b)           If a Default caused by
reason of a breach of Section 3.17 or Section 5.09(a)
shall have occurred and be continuing for more than 20 Business Days without
the Companies commencing activities reasonably likely to cure such Default, at
the written request of the Required Lenders through the Administrative Agent,
provide to the Lenders within 45 days after such request, at the expense of Borrower,
an environmental site assessment report regarding the matters which are the subject
of such default, including where appropriate, any soil and/or groundwater
sampling, prepared by an environmental consulting firm and in form and
substance reasonably acceptable to the Administrative Agent and indicating the
presence or absence of Hazardous Materials and the estimated cost of any
compliance or Response to address them in connection with such Default.


SECTION
5.10.            Post-Closing Covenant


Complete the
actions set forth on Schedule 5.10 within the time periods set forth
therein.


SECTION
5.11.            Additional Collateral; Additional Guarantors


(a)           Subject to this Section 5.11,
with respect to any assets acquired after the Closing Date by any Credit Party
that are intended to be subject to the Lien created by any of the Security Documents
but which are not so subject (but, in any event, excluding any assets described
in paragraph (b) of this subsection), promptly (and in any event within 45
days after the acquisition thereof): 
(i) execute and deliver to the Administrative Agent such amendments
or supplements to the relevant Security Documents



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or such other documents as the
Administrative Agent shall reasonably deem necessary to grant to the
Administrative Agent, for its benefit and for the benefit of the other Secured
Parties, a Lien on such properties or assets subject to no Liens other than
Permitted Liens, and (ii) take all actions reasonably necessary to cause
such Lien to be duly perfected to the extent required by such Security Document
in accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent.  Borrower shall otherwise take such actions
and execute and/or deliver to the Administrative Agent such documents as the
Administrative Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of Security Documents against such after-acquired
properties or assets.


(b)           With respect to any
person that is or becomes a Subsidiary (other than any Foreign Subsidiary that
is not a direct Subsidiary of a Loan Party or a Non-Guarantor Subsidiary)
promptly (and in any event within 45 days after such person becomes a
Subsidiary) (i) deliver to the Administrative Agent the certificates, if
any, representing the Equity Interests of such Subsidiary (provided that with respect to any Foreign
Subsidiary of Borrower, in no event shall more than 65% of the Equity Interests
of any Foreign Subsidiary be subject to any Lien or pledged under any Loan Document),
together with undated stock powers executed and delivered in blank by a duly
authorized officer of such Subsidiary’s parent, as the case may be, and all
intercompany notes owing from such Subsidiary to any Loan Party together with
instruments of transfer duly executed and delivered in blank by a duly
authorized officer of such Loan Party, and (ii) cause such new Subsidiary
(other than any Foreign Subsidiary or a Non-Guarantor Subsidiary) (A) to
execute a Joinder Agreement or such comparable documentation which is in form
and substance reasonably satisfactory to the Administrative Agent, and
(B) to take all actions reasonably necessary or advisable to cause the
Lien created by the Security Agreement to be duly perfected to the extent
required by such agreement in accordance with all applicable Requirements of
Law, including, without limitation, the filing of financing statements in such
jurisdictions as may be reasonably requested by the Administrative Agent.


(c)           Each Credit Party will
promptly grant to the Collateral Agent, within 180 Business Days of the
acquisition thereof, security interests and Mortgages in such owned or leased
Real Property of such Credit Party as is acquired by such Credit Party after
the Closing Date and that, together with any improvements thereon in the case
of any such owned Real Property, has a fair market value of at least $5.0
million, and in the case of any such leased real property, has rental
obligations of at least $1.0 million per year and a term of at least three years,
as additional security for the Obligations (unless, with respect to any such
property, (x) such property is already mortgaged to a third party to the
extent permitted by Section 6.02 or (y) the Administrative
Agent determines, in its reasonable discretion, that the fees and expenses of
obtaining a Mortgage with respect to such property and the other related
deliveries required by this Section 5.11 would be disproportionate
to the expected benefits to be received by the Secured Parties).  In connection with the foregoing, the
Collateral Agent shall have received:


(A)          Mortgage encumbering
each Mortgaged Real Property in favor of Collateral Agent, for the benefit of
the Secured Parties, duly executed and acknowledged by the Credit Party that is
the owner of or holder of a possessory interest in such Mortgaged Real
Property, and otherwise in form for recording in the recording office of each
political subdivision where each such Mortgaged Real Property is situated,
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 law, and such UCC-1 Financing Statements, all of which
shall be in form and substance reasonably satisfactory to Collateral Agent, and
any other instruments necessary to grant a mortgage lien under the laws of any
applicable jurisdiction;



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(B)           with respect to each
leasehold Mortgaged Real Property, such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments as
shall reasonably be deemed necessary by the Collateral Agent in order for the
owner of the fee interest therein to consent to or approve of the Lien
contemplated by the Mortgage with respect to such leasehold Mortgaged Real
Property, and as may be obtained by the owner of such leasehold interest
constituting such leasehold Mortgaged Real Property using commercially
reasonable efforts, and to the extent such Credit Party, after using
commercially reasonable efforts, is unable to obtain such consent or approval,
such Credit Party shall not be obligated to deliver such Mortgage;


(C)           with respect to each
Mortgage, a policy (or commitment to issue a policy) of title insurance
insuring (or committing to insure) the Lien of such Mortgage as a valid first
mortgage Lien on the Real Property and fixtures described therein in an amount
reasonably requested by the Collateral Agent, but not to exceed 100% of the
fair market value of such Real Property which policies (or commitments) (each,
a “Title Policy”) shall
(A) be issued by the Title Company, (B) to the extent reasonably
necessary, include such reinsurance arrangements (with provisions for direct
access, if necessary) as shall be reasonably acceptable to the Collateral
Agent, (C) contain a “tie-in” or “cluster” endorsement (if available
under applicable law), (D) have been supplemented by such endorsements as
shall be reasonably requested by the Collateral Agent, and (E) contain no
exceptions to title other than exceptions for the Permitted Collateral Liens
applicable to such Mortgaged Real Property and standard exceptions and
exclusions from coverage (as modified by the terms of any endorsements);


(D)          with respect to each
Mortgaged Real Property, such affidavits, certificates, information (including
financial data) and instruments of indemnification (including, without limitation,
a so-called “gap” indemnification) as shall be reasonably required to
induce the Title Company to issue the Title Policies and endorsements
contemplated in subparagraph (iii) above;


(E)           evidence reasonably
acceptable to the Collateral Agent of payment by Borrower of all Title Policy
premiums, search and examination charges, and related charges, mortgage recording
taxes, fees, charges, costs and expenses required for the recording of the
Mortgages and issuance of the Title Policies referred to in
subparagraph (iii) above;


(F)           with respect to each
Mortgaged Real Property, copies of all leases in which any Group Company holds
the lessor’s interest or other agreements relating to possessory interests of
any Group Company, if any.  To the extent
any of the foregoing encumber any Mortgaged Real Property, such agreement shall
be subordinate to the Lien of the Mortgage to be recorded against such
Mortgaged Real Property, either expressly by its terms or pursuant to a
subordination, non-disturbance and attornment agreement;


(G)           with respect to each
Mortgaged Real Property, each Group Company shall have made all notifications,
registrations and filings, to the extent required by, and in accordance with,
all Governmental Real Property Disclosure Requirements applicable to such
Mortgaged Real Property, including the use of forms provided by state or local
agencies, where such forms exist, whether to Borrower or to or with the state
or local agency;


(H)          with respect to each
Mortgaged Real Property, a legal opinion from counsel licensed in the state in
which the Mortgaged Real Property is located in form and substance reasonably
satisfactory to Collateral Agent; and


(I)            a Survey of any such
Mortgaged Real Property.



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The Mortgages and
instruments related thereto shall be duly recorded or filed in such manner and
in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Mortgages and all taxes, fees and other charges due and payable
in connection therewith shall be paid in full. 
Such Credit Party shall otherwise take such actions and execute and/or
deliver to the Collateral Agent such documents as the Administrative Agent
shall reasonably require to confirm the validity, perfection and priority of
the Lien of any existing Mortgage or new Mortgage against such after-acquired
Real Property within 90 days after prompt notice of the acquisition of such
after-acquired Real Property is provided to the Collateral Agent.


SECTION
5.12.            Security Interests; Further Assurances


Each Credit Party shall,
at its own cost and expense, take any and all actions necessary to defend title
to the Collateral against all persons and to defend the security interest of
the Collateral Agent in the Collateral and the priority thereof against any
Lien not expressly permitted pursuant to Section 6.02 of the Credit
Agreement.  Promptly, upon the reasonable
request of the Administrative Agent or the Collateral Agent, at Borrower’s
expense, execute, acknowledge and deliver, or cause the execution, acknowledgment
and delivery of, and thereafter register, file or record, or cause to be
registered, filed or recorded, in an appropriate governmental office, any
document or instrument supplemental to or confirmatory of the Collateral
Documents or otherwise deemed by Administrative Agent or the Collateral Agent
reasonably necessary or desirable for the continued validity, perfection and
priority of the Liens on the Collateral covered thereby superior to and prior
to the rights of all third persons other than the holders of Permitted Liens
and subject to other Liens except as permitted by the Security Documents, or obtain
any consents, including, without limitation, access agreements or landlord or
similar Lien waivers and consents, as may be reasonably necessary in connection
therewith, and as may be obtained by using commercially reasonable
efforts.  Deliver or cause to be
delivered to the Administrative Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Administrative Agent as the
Administrative Agent shall reasonably deem necessary to perfect or maintain the
Liens on the Collateral pursuant to the Security Documents.  Upon the exercise by the Administrative Agent
or the Collateral Agent of any power, right, privilege or remedy pursuant to
any Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority or any other
person, execute and deliver and/or obtain all applications, certifications,
instruments and other documents and papers that the Administrative Agent or the
Collateral Agent may be so required to obtain.


ARTICLE VI


NEGATIVE COVENANTS


Parent (only with respect
to Sections 6.12(a)) and each Loan Party covenants and agrees with
each Lender that, so long as this Agreement shall remain in effect and until
the Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been canceled or
have expired or been fully cash collateralized and all amounts drawn thereunder
have been reimbursed in full, unless the Required Lenders shall otherwise
consent in writing, Parent (only with respect to Sections 6.12(a))
will not, Borrower will not, nor will Borrower cause or permit any Subsidiary
to:


SECTION
6.01.            Indebtedness


Incur, create, assume or
permit to exist, directly or indirectly, any Indebtedness, except:



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(a)           Indebtedness incurred
pursuant to this Agreement and the other Loan Documents;


(b)           non-speculative
Interest Rate Protection Agreements which may be entered into from time to time
by any Company and which such Company in good faith believes will provide
protection against fluctuations in interest rates with respect to floating rate
Indebtedness then outstanding, and permitted to remain outstanding, pursuant to
the other provisions of this Section 6.01;


(c)           Indebtedness under
Hedging Agreements (other than Interest Rate Protection Agreements) entered
into from time to time by any Company in accordance with Section 6.03(b);


(d)           intercompany
Indebtedness of the Companies outstanding to the extent permitted by Section 6.03(c);


(e)           Indebtedness in respect
of Purchase Money Obligations and Capital Lease Obligations, and refinancings
or renewals thereof, in an aggregate amount not to exceed at any time
outstanding $15.0 million;


(f)            Indebtedness in
respect of workers’ compensation claims, self-insurance obligations,
performance bonds, surety appeal or similar bonds and completion guarantees
provided by a Company in the ordinary course of its business;


(g)           other Indebtedness of
any Company not to exceed $20.0 million in aggregate principal amount at any
time outstanding;


(h)           Contingent Obligations
in respect of Indebtedness otherwise permitted under Section 6.01;


(i)            unsecured Indebtedness
if on a Pro Forma Basis at the time of incurrence, Borrower’s Consolidated
Interest Coverage Ratio is at least 2.0:1.0;


(j)            Acquired Indebtedness
in an aggregate principal amount that shall not exceed $20.0 million in
aggregate principal amount at any time outstanding;


(k)           the Senior Subordinated
Notes and the Senior Subordinated Note Guarantees (including any notes and
guarantees issued in exchange therefor in accordance with the registration
rights document entered into in connection with the issuance of the Senior
Subordinated Notes and Senior Subordinated Note Guarantees), and Refinancing
Indebtedness with respect thereto; provided that
any Refinancing Indebtedness with respect to the Senior Subordinated Notes
shall have a final maturity not earlier than the eighth anniversary of the
Closing Date;


(l)            Indebtedness of
Foreign Subsidiaries not to exceed $20.0 million in aggregate principal amount
at any time outstanding; and


(m)          Indebtedness outstanding
on the Closing Date and listed on Schedule 6.01, and Refinancing
Indebtedness thereof.



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SECTION
6.02.            Liens


Create, incur, assume or
permit to exist, directly or indirectly, any Lien on any property now owned or
hereafter acquired by it or on any income or revenues or rights in respect of
any thereof, except that the following (the “Permitted
Liens”) shall be permitted:


(a)            inchoate Liens for
taxes, assessments or governmental charges or levies not yet due and payable or
delinquent and Liens for taxes, assessments or governmental charges or levies,
which (i) are being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, which
proceedings (or orders entered in connection with such proceedings) have the
effect of preventing the forfeiture or sale of the property or assets subject
to any such Lien, or (ii) in the case of any such charge or claim which
has or may become a Lien against any of the Collateral, such Lien and the
contest thereof shall satisfy the Contested Collateral Lien Conditions;


(b)           Liens in respect of
property of any Company imposed by law which were incurred in the ordinary
course of business and do not secure Indebtedness for borrowed money including
Liens arising under 42 U.S.C. Section 9607(l) and similar Environmental Laws
and those such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s,
suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in
the ordinary course of business, and (i) which do not in the aggregate
materially detract from the value of the property of the Companies, taken as a
whole, and do not materially impair the use thereof in the operation of the business
of the Companies, taken as a whole or (ii) which are being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP, (x) which proceedings (or orders
entered in connection with such proceedings) have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien, and
(y) in the case of any such Lien in this clause (ii) which has or may
become a Lien against any of the Collateral, such Lien and the contest thereof
shall satisfy the Contested Collateral Lien Conditions;


(c)           easements, rights-of-way,
restrictions (including zoning restrictions), covenants, encroachments,
protrusions and other similar charges or encumbrances, and minor title deficiencies
on or with respect to any Real Property, in each case whether now or hereafter
in existence, (i) not securing Indebtedness and (ii) not individually
or in the aggregate materially interfering with the conduct of the business of
the Companies at such property;


(d)           Liens arising out of
judgments or awards not resulting in an Event of Default;


(e)           Liens (other than any
Lien imposed by ERISA) (i) imposed by law or deposits made in connection
therewith in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security,
(ii) incurred in the ordinary course of business to secure the performance
of tenders, statutory obligations (other than excise taxes), surety, stay,
customs and appeal bonds, statutory 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
(iii) arising by virtue of deposits made in the ordinary course of
business to secure liability for premiums to insurance carriers;


(f)            Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by any Company in the ordinary course of business in
accordance with the past practices of such Company;



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(g)           Liens arising pursuant
to Purchase Money Obligations or Capital Lease Obligations incurred pursuant to
Section 6.01(e); provided that
(i) the Indebtedness secured by any such Lien (including refinancings
thereof) does not exceed 100% of the cost of the property being acquired or
leased at the time of the incurrence of such Indebtedness and (ii) any
such Liens attach only to the property being financed pursuant to such Purchase
Money Obligations or Capital Lease Obligations and do not encumber any other
property of any Company;


(h)           bankers’ Liens, rights
of setoff and other similar Liens existing solely with respect to cash and Cash
Equivalents on deposit in one or more accounts maintained by any Company, in
each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such
bank with respect to cash management and other account arrangements, including
those involving pooled accounts and netting arrangements; provided that in no case shall any such
Liens secure (either directly or indirectly) the repayment of any Indebtedness
for borrowed money;


(i)            Liens on assets of a
person existing at the time such person is acquired or merged with or into or
consolidated with any Company (and not created in anticipation or contemplation
thereof); provided that such
Liens do not extend to assets not subject to such Liens at the time of
acquisition (other than improvements thereon) and are no more favorable to the
lienholders than the existing Lien;


(j)            Liens pursuant to the
Security Documents;


(k)           Licenses of
Intellectual Property granted by any Company in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of the
business of the Companies taken as a whole;


(l)            other Liens securing Indebtedness
or that are incurred in the ordinary course of business of any Company; provided that the obligations so secured
do not in the aggregate exceed $1.0 million at any time outstanding;


(m)          Liens in favor of any
Loan Party to secure intercompany Indebtedness;


(n)           Liens deemed to exist
in connection with Investments in repurchase agreements for Cash Equivalents
permitted under Section 6.04;


(o)           Liens securing
obligations under Hedging Agreements to the extent such Hedging Agreements are
permitted by Sections 6.01(b), 6.01(c) and 6.03(b);


(p)           the existence of the “equal
and ratable” clause in the Senior Subordinated Note Documents (but not any
security interests granted pursuant thereto);


(q)           Liens securing
Indebtedness of Foreign Subsidiaries permitted under Section 6.01(k); provided that such Liens shall not exist,
directly or indirectly, on any Collateral;


(r)            Liens existing on the
Closing Date and listed on Schedule 6.02; and


(s)           with respect to the
Mortgaged Real Properties, Permitted Collateral Liens;


provided, however,
that no Liens other than pursuant to clauses (a) and (n) shall
be permitted to exist, directly or indirectly, on any Securities Collateral (as
defined in the Security Agreement).



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SECTION
6.03.            Investment, Loan and Advances


Directly or indirectly,
lend money or credit or make advances to any person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract (all of
the foregoing, collectively, “Investments”),
except that the following shall be permitted:


(a)           the Companies may
(i) acquire and hold accounts receivables owing to any of them if created
or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary terms, (ii) acquire and hold cash and Cash
Equivalents, (iii) endorse negotiable instruments for collection in the
ordinary course of business or (iv) make lease, utility and other similar
deposits in the ordinary course of business;


(b)           the Companies may enter
into Interest Rate Protection Agreements to the extent permitted by Section 6.01(b)
and may enter into and perform their obligations under Hedging Agreements
entered into in the ordinary course of business and so long as any such Hedging
Agreement is not speculative in nature and is (i) related to income
derived from or costs and expenses incurred in connection with foreign operations
of any Company or otherwise related to purchases permitted hereunder from
foreign suppliers or (ii) entered into to protect such Companies against
fluctuations in the prices of raw materials used in their businesses;


(c)           (1) any Company
may make intercompany loans to any Loan Party and any Loan Party may make
intercompany loans and advances to any other Loan Party; provided that (i) such loan shall be
evidenced by the Intercompany Note and shall be pledged (and delivered) by such
Loan Party that is the lender of such intercompany loan as Collateral pursuant
to the Security Agreement and (ii) any loans made by any Foreign
Subsidiary or Non-Guarantor Subsidiary to any Loan Party pursuant to this
paragraph (d) shall be subordinated to the obligations of the Loan Parties
pursuant to the Intercompany Note and (2) (i) Borrower may make
Investments in any Subsidiary Guarantor, (ii) any Company may make Investments
in Borrower, (iii) any Subsidiary Guarantor may make Investments in
another Subsidiary Guarantor and (iv) any Non-Guarantor Subsidiary
may make Investments in any other Non-Guarantor Subsidiary; provided that any such Investment in the
form of an intercompany loan shall meet the requirements set forth in
clause (1) above;


(d)           Borrower and the
Subsidiaries may make loans and advances (including payroll, travel and
entertainment related advances) in the ordinary course of business to their
respective employees so long as the aggregate principal amount thereof at any
time outstanding (determined without regard to any write-downs or write-offs
of such loans and advances) shall not exceed $3.0 million;


(e)           Borrower and the
Subsidiaries may sell or transfer assets to the extent permitted by Section 6.04
(other than clause (c) thereof);


(f)            Borrower may establish
(i) Wholly Owned Subsidiaries to the extent permitted by Section 6.11
and (ii) non-Wholly Owned Subsidiaries and/or joint ventures to the
extent that Investments in such non-Wholly Owned Subsidiaries and/or
joint ventures shall not exceed $10.0 million at any time outstanding, after
taking into account amounts returned in cash (including upon disposition);



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(g)           Investments in
securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;


(h)           Investments made by
Borrower or any Subsidiary as a result of consideration received in connection
with an Asset Sale made in compliance with Section 6.04;


(i)            Investments consisting
of advances, loans and/or other extensions of credit to officers, directors and
employees of Borrower or any of its Subsidiaries made in connection with the
purchase by such persons of Equity Interests of Parent so long as the cash
proceeds of such purchase as received by Parent are contemporaneously remitted
by Parent to Borrower as capital contributions and do not increase the
Available Basket Amount;


(j)            Investments by Borrower in the Collateral
Account and LC Sub-Account, and other Investments in other demand deposit
accounts;


(k)           Investments constituting Permitted
Acquisitions;


(l)            other Investments by Borrower or any
Subsidiary in an aggregate amount at any time outstanding not to exceed $10.0
million;


(m)          Investments to the extent made in reliance on
the Available Basket Amount at the time of such Investment;


(n)           Investments in Foreign Subsidiaries not to
exceed $10.0 million at any time outstanding; provided
that Investments pursuant to this clause (n) and clause (o) below
shall not, in the aggregate, exceed $50.0 million at any time outstanding;


(o)           Investments in Canadian Subsidiaries made in
the form of an intercompany loan from a Loan Party used solely to effect
Permitted Acquisitions, in an amount not to exceed $50.0 million (less the
amount of Investments outstanding under clause (n) above) at any time
outstanding; provided that such intercompany
loan is evidenced by an intercompany note pledged to the Collateral Agent as
security for the Obligations.  Such
intercompany note shall be secured by all assets and property acquired (and all
assets and property of any entities acquired) in connection with such Permitted
Acquisition and pursuant to documentation as set forth in Sections 5.11 and
5.12 as if such Canadian Subsidiary were a Credit Party or such
comparable documentation as shall be reasonably acceptable to the Collateral
Agent;


(p)           Investments in Loan Parties or Canadian
Subsidiaries permitted by Section 6.06(i); and


(q)           Investments permitted by Sections 6.05(g)
and (h).


SECTION
6.04.            Mergers, Consolidations, Sales of Assets and Acquisitions


Wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of all or any part of its property
or assets, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets of any person (or agree to do
any of the foregoing at any future time), except that:



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(a)           Capital Expenditures by Borrower and the
Subsidiaries in compliance with Section 6.07(b) shall be permitted;


(b)           (i) purchases or other acquisitions of
tangible and intangible assets in the ordinary course of business shall be permitted,
(ii) sales, transfers or dispositions of inventory shall be permitted,
(iii) Asset Sales of used, worn out, obsolete or surplus property by any
Company in the ordinary course of business and the abandonment or other
disposition of assets that are, in the reasonable judgment of Borrower, no
longer economically practicable to maintain or useful in the conduct of the
business of the Companies taken as a whole shall be permitted and
(iv) subject to Section 2.10(c), the sale, lease or other
disposal of any other assets shall be permitted;


(c)           Investments to the extent permitted by Section 6.03
(other than clause (f) thereof);


(d)           Borrower and the Subsidiaries may sell Cash
Equivalents in the ordinary course of business;


(e)           Borrower and the Subsidiaries may lease (as
lessee or lessor) real or personal property and may guaranty such lease in the
ordinary course of business;


(f)            Equity Interests may be issued to the
extent permitted by Section 6.10;


(g)           Borrower and the Subsidiaries may consummate
Permitted Acquisitions;


(h)           any Loan Party may be merged into Borrower
(as long as Borrower is the surviving corporation of such merger and remains a
Wholly Owned Subsidiary of Parent) or any other Wholly Owned Subsidiary
Guarantor; provided, however,
that the Lien on and security interest in such property granted in favor of the
Collateral Agent under the Security Documents shall be maintained in accordance
with the provisions of Section 5.12;


(i)            any Subsidiary may dissolve, liquidate or
wind up its affairs at any time (including, without limitation, by converting
from a corporation to a limited liability company or other entity); provided that such dissolution, liquidation or winding up,
as applicable, could not reasonably be expected to have a Material Adverse Effect;


(j)            Asset Sales by any Company to Borrower or
any Subsidiary shall be permitted; provided that
any such Asset Sale involving a Subsidiary that is not a Loan Party shall be
made in compliance with Section 6.06; and


(k)           transfers of inventory and equipment
permitted by Section 6.06(i).


For the avoidance of
doubt, Parent shall not merge or consolidate with or into Borrower or any
Subsidiary.  To the extent the Required
Lenders waive the provisions of this Section 6.04 with respect to
the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.04,
such Collateral (unless sold to a Company) shall be sold free and clear of the
Liens created by the Security Documents, and the Agents shall take all actions
deemed appropriate in order to effect the foregoing.


SECTION
6.05.            Dividends


Authorize, declare or
pay, directly or indirectly, any Dividends with respect to any Company, except
that:



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(a)           any Subsidiary of Borrower (i) may pay
cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and
(ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may
pay cash Dividends to its shareholders generally so long as Borrower or its
Subsidiary which owns the equity interest or interests in the Subsidiary paying
such Dividends receives at least its proportionate share thereof (based upon
its relative holdings of equity interests in the Subsidiary paying such
Dividends and taking into account the relative preferences, if any, of the
various classes of equity interests in such Subsidiary);


(b)           so long as no Default exists or would result
therefrom, Borrower may pay Dividends to Parent in order to enable Parent to
repurchase outstanding shares of its capital stock (or options to purchase such
capital stock) following the death, disability, retirement or termination of
employment of employees, officers or directors of any Company or upon the
exercise by any such person of any “put” right in respect of any such capital
stock (or options); provided that
the aggregate amount of Dividends paid by Borrower pursuant to this
paragraph (b) shall not exceed an aggregate amount of $3.0 million
(exclusive of any amounts repaid to Borrower concurrently therewith in respect
of loans made pursuant to Section 6.03(i);


(c)           Borrower may pay cash Dividends to Parent,
so long as all proceeds thereof are promptly used by Parent to pay its
franchise taxes and operating expenses incurred in the ordinary course of
business and other corporate overhead costs and expenses (including legal and
accounting expenses and similar expenses and customary fees to non-officer
directors of Parent); provided that the aggregate amount of Dividends paid to
Parent pursuant to this clause (c) shall not exceed $1.0 million in any
fiscal year of Parent;


(d)           Borrower or any Subsidiary may pay cash
Dividends to Parent in an amount not in excess of the federal and state (in
such states that permit consolidated or combined Tax Returns) income tax
liability that Borrower and the Subsidiaries would have been liable for if any
of the Companies had filed their taxes on a stand-alone basis, for the
purpose of paying such taxes; provided that
such payments shall be made by Parent no earlier than five days prior to the
date on which Parent is required to make its payments to the Internal Revenue
Service or the applicable state tax authority, as applicable;


(e)           Borrower may pay Dividends to Parent of
capital stock of Parent to the extent such capital stock of Parent is acquired
by Borrower as a result of a foreclosure action following a default on an
advance, loan and/or other extension of credit permitted pursuant to
Section 6.03(i);


(f)            Borrower may pay Dividends to the extent
permitted by Section 6.06(h);


(g)           Borrower may pay cash dividends or
distributions, or make loans to, Parent in an amount not in excess of the
amount required by Parent to enable it to make cash interest payments in
respect of the Permitted Parent Notes, which Dividends may be made not earlier
than the fifth Business Day preceding the date on which such cash interest
payments are due; provided that
(i) if any Permitted Parent Hedge is in effect, (A) the amount permitted
to be paid by Parent pursuant to the foregoing shall not be greater than (x)
the Applicable Margin as defined in the Permitted Parent Notes as in effect on
the date hereof times the principal amount of Permitted Parent Notes then
outstanding plus (y) the amount of Parent’s payment obligation under the Permitted



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Parent Hedge associated with such interest
payment (net of payments then due to Parent under the Permitted Parent Hedge)
and (B) if Borrower has elected to make payments of interest on the Permitted
Parent Notes by the issuance of additional Permitted Parent Notes, (x) Borrower
may pay cash dividends or distributions, or make loans to, Parent in an amount
not in excess of the amount required by Parent to enable it to make its payment
obligation under the Permitted Parent Hedge associated with such interest
payment (net of payments then due to Parent under the Permitted Parent Hedge)
not earlier than the fifth Business Day preceding the date on which such
payments are due and (y) if Parent receives a net payment under the Permitted
Parent Hedge, Parent shall contribute such payment as an equity contribution to
Borrower or as repayment of any loan from Borrower pursuant to this Section
6.05(g), (ii) on a Pro Forma Basis after giving effect to such
dividend, distribution or loan and the payment of such interest or payment
obligations (including any borrowing to fund such dividend, distribution or
loan), Borrower shall be in compliance with the covenants set forth in Section
6.07 and no Default shall exist and (iii) the amount of any Dividend or
loans made under this clause (g) after the Closing Date shall reduce the Available
Basket Amount, which reduction may be to an amount less than $0;


(h)           Borrower may pay cash dividends or
distributions, or make loans to, Parent of up to $3,500,000 in the aggregate
(the “Cash Collateral Basket”) to be used by
Parent to provide cash collateral for the benefit of the counterparty to any
Secured Permitted Parent Hedge; provided
that (i) only up to $1,000,000 of the Cash Collateral Basket shall be
dividended, distributed or loaned by Borrower for providing the initial cash
collateral on the initial Secured Permitted Parent Hedge, (ii) on a Pro
Forma Basis after giving effect to each such dividend, distribution or loan
(including any borrowing to fund such dividend, distribution or loan), Borrower
shall be in compliance with the covenants set forth in Section 6.07
and no Default shall exist, (iii) upon termination of a Secured Permitted
Parent Hedge that is not replaced by another Secured Permitted Parent Hedge,
any amount of the Cash Collateral Basket not paid or owing to such counterparty
under the terms of the master agreement relating to such Secured Permitted
Parent Hedge shall be returned to Borrower (as an equity contribution to the
extent that the payment to Parent was in the form of a dividend or distribution
and as repayment of loan to the extent that the payment to Parent was in the
form of a loan), (iv) if Parent enters into a Secured Permitted Parent
Hedge after termination of a Secured Permitted Parent Hedge, any portion of the
Cash Collateral Basket not already paid to a counterparty to a Secured
Permitted Parent Hedge shall be available again as provided above and (v) the
amount of any Dividend or loans made under this clause (h) after the Closing
Date shall reduce the Available Basket Amount, which reduction may be to an
amount less than $0;


(i)            Borrower may pay a cash dividend to Parent
on the Closing Date (or during the sixty (60) day period thereafter) with the
proceeds of a portion of the Term Loans, which proceeds shall be used by Parent
to purchase or redeem a portion of the Parent Floating Rate Notes to effect the
Refinancing and pay any premiums and fees and expenses in connection therewith;
and


(j)            Borrower may pay Dividends in reliance on
the Available Basket Amount.


SECTION
6.06.            Transactions
with Affiliates


Enter into, directly or
indirectly, any transaction or series of related transactions, whether or not
in the ordinary course of business, with any Affiliate of any Company (other
than between or among Borrower and the Subsidiary Guarantors), other than on
terms and conditions substantially as favorable to such Company as would
reasonably be obtained by such Company at that time in a comparable arm’s-length
transaction with a person other than an Affiliate, except that:


(a)           Dividends may be paid to the extent provided
in Section 6.05;


(b)           loans may be made and other transactions may
be entered into between and among any Company and its Affiliates to the extent
permitted by Sections 6.01(d) and 6.03(d);



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(c)           customary director fees may be paid to
directors of any Group Company;


(d)           Borrower or any Subsidiary may make payments
to Parent pursuant to a Tax Sharing Agreement; provided
that such payments otherwise meet the requirements for Dividends paid in
accordance with Section 6.05(d);


(e)           the Transactions may be effected;


(f)            transfers of cash and assets to Borrower or
any Subsidiary Guarantor may be made;


(g)           commercially reasonable employment
arrangements may be made with and compensation may be paid to the officers,
directors, employees or consultants of any Company;


(h)           so long as no Default exists or would result
therefrom, Parent or any of its Subsidiaries may make payments (and any
Subsidiary of Parent may make Dividends to enable Parent to make payments) to
Sponsor and its Controlled Investment Affiliates for management, consulting,
monitoring or advisory fees and expenses not in excess of $1.0 million per
annum; and


(i)            transfers of inventory or equipment between
any Loan Party and any Canadian Subsidiary may be made at fair market value
consistent with past practice.


SECTION
6.07.            Financial
Covenants


(a)           Maximum Senior Secured Leverage Ratio.  Permit the Borrower’s Senior Secured Leverage
Ratio as of the last day of any Test Period to exceed 3.75:1.00.


(b)           Limitation on Capital Expenditures.  Permit the aggregate amount of Capital
Expenditures made in any fiscal year to exceed $10.0 million (the “Base Amount”); provided, however, that (i) if Borrower consummates any Permitted
Acquisition after the Closing Date, the Base Amount shall be increased
permanently by 2.5% of the net sales generated by the person or business
acquired in such Permitted Acquisition during the latest four full fiscal
quarters prior to the Permitted Acquisition for which financial statements for
such person or business are available (rounded to the nearest $100,000) and
(ii) (x) if the aggregate amount of Capital Expenditures made in any
fiscal year shall be less than the Base Amount for such fiscal year (before
giving effect to any carryover), then an amount of such shortfall not exceeding
75% of the Base Amount may be added to the amount of Capital Expenditures
permitted under this Section 6.07(b) for the immediately succeeding
(but not any other) fiscal year and (y) in determining whether any amount
is available for carryover, the amount expended in any fiscal year shall first
be deemed to be from the amount allocated to such fiscal year (before giving
effect to any carryover).


SECTION
6.08.            Prepayments
of Other Indebtedness; Modifications of Certificate of Incorporation, Other
Constitutive Documents or By-Laws and Certain Other Agreements, etc.


(i)            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
Subordinated Indebtedness or Permitted Parent Notes, except (w) as permitted by
Sections 6.01(k) or 6.05(i), (x) out of the proceeds of dividends
paid to Parent pursuant to 6.05(j), (y) Permitted Parent Notes may
be prepaid, redeemed or repurchased with the Net Cash Proceeds of any issuance
of Qualified Capital Stock by Parent (to the extent such Net Cash Proceeds did
not increase the Available Basket Amount) and (z) Senior Subordinated Notes may
be prepaid, redeemed or repurchased in reliance on the Available Basket Amount;
(ii) cause or permit any other



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obligation (other than
the Obligations and the Guaranteed Obligations) to constitute Designated Senior
Debt (or any similar term), as defined in the documents governing any such
Subordinated Indebtedness; (iii) amend or modify, or permit the amendment
or modification, assignment or license of any Senior Subordinated Note Document
or the indenture governing the Parent Floating Rate Notes, in each case except
for amendments or modifications which are not in any way adverse in any material
respect to the interests of the Lenders; or (iv) amend, modify or change
the articles of incorporation or other constitutive documents (including by the
filing or modification of any certificate of designation) or by-laws of
Borrower and the Subsidiaries, or any agreement entered into by them, with
respect to their capital stock (including any shareholders’ agreement), or
enter into any new agreement with respect to their capital stock, other than
any amendments, modifications, agreements or changes pursuant to this
clause (iv) which do not in any way materially adversely affect in any
material respect the interests of the Lenders.


SECTION
6.09.            Limitation on Certain Restrictions on Subsidiaries


Directly or indirectly,
create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary of
Borrower, or pay any Indebtedness owed to Borrower or a Subsidiary of Borrower,
(b) make loans or advances to Borrower or any of Borrower’s Subsidiaries
or (c) transfer any of its properties to Borrower or any of Borrower’s
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law; (ii) this Agreement and the other Loan
Documents; (iii) the Senior Subordinated Note Documents as in effect on
the Closing Date; (iv) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of Borrower or a
Subsidiary of Borrower; (v) customary provisions restricting assignment of
any agreement entered into by Borrower or a Subsidiary of Borrower in the
ordinary course of business; (vi) any holder of a Lien permitted by Section 6.02,
may restrict the transfer of the asset or assets subject thereto;
(vii) restrictions which are not more restrictive than those contained in
this Agreement contained in any documents governing any Indebtedness incurred
after the Closing Date in accordance with the provisions of this Agreement;
(viii) customary restrictions and conditions contained in any agreement
relating to the sale of any property permitted under Section 6.04
pending the consummation of such sale; (ix) any agreement in effect at the
time such Subsidiary becomes a Subsidiary of Borrower, so long as such
agreement was not entered into in contemplation of such person becoming a
Subsidiary of Borrower; or (x) in the case of any joint venture which is
not a Loan Party in respect of any matters referred to in clauses (b) and
(c) above, restrictions in such person’s organizational or governing documents
or pursuant to any joint venture agreement or stockholders agreement solely to
the extent of the Equity Interests of or assets held in the subject joint
venture or other entity.


SECTION
6.10.            Limitation on Issuance of Capital Stock


Borrower will not, and
will not permit any Subsidiary to, issue any Equity Interest (including by way
of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, Equity Interests, except (i) for stock
splits, stock dividends and additional Equity Interest issuances which do not
decrease the percentage ownership of Borrower or any Subsidiaries in any class
of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower
formed after the Closing Date pursuant to Section 6.11 may issue
Equity Interests to Borrower or the Subsidiary of Borrower which is to own such
stock; and (iii) Borrower may issue common stock that is Qualified Capital
Stock to Parent.  All Equity Interests
issued in accordance with this Section 6.10 shall, to the extent
required by Section 5.11 or the Security Agreement, be delivered to
the Collateral Agent for pledge pursuant to the Security Agreement.



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SECTION
6.11.            Limitation on Creation of Subsidiaries


Establish, create or
acquire any additional Subsidiaries without the prior written consent of the
Required Lenders; provided that
Borrower may (a) establish or create one or more Wholly Owned Subsidiaries of
Borrower or one of its Wholly Owned Subsidiaries without such consent so long
as (i) the relevant percentage of the Equity Interest of any new
Subsidiary is upon the creation or establishment of any such new Subsidiary
pledged and delivered to the Collateral Agent for the benefit of the Secured Parties
under the Security Agreement in accordance with Section 5.11; and
(ii) upon the creation or establishment of any such new Wholly Owned
Subsidiary, such Subsidiary becomes a party to the applicable Security
Documents and shall become a Subsidiary Guarantor hereunder and execute a
Joinder Agreement and the other Loan Documents to the extent required by Section 5.11;
and (b) establish, create or acquire one or more Subsidiaries that are not
Wholly Owned Subsidiaries without such consent if such Subsidiaries are
acquired in connection with a Permitted Acquisition or pursuant to Investments
permitted by Section 6.03(f).


SECTION
6.12.            Business


(a)           With respect to Parent,
engage in any business activities or have any assets or liabilities, other than
(i) its ownership of the Equity Interests of Borrower, (ii) the issuances
of guarantees of Indebtedness of Borrower and pledges of Equity Interests, to
the extent such Indebtedness and pledges of Equity Interests are permitted by
this Agreement, (iii) issuances of its Equity Interests and other activities
expressly permitted by this Agreement, (iv) the borrowing of funds from Borrower
as contemplated by Sections 6.05(g) and (h), (v)(a) the
issuance of Permitted Parent Notes; provided
that on a Pro Forma Basis after giving effect to such issuance,
Borrower and Parent shall be in compliance with the covenants set forth in Section
6.07 and no Default shall exist, and (b) the issuance of Permitted Parent
Notes solely as payment of interest on Permitted Parent Notes issued in
compliance with the preceding clause (v)(a) in aggregate principal amount equal
to the interest due, (vi) the entry into any Permitted Parent Hedge and
the deposit of cash collateral and the making of payments pursuant to the terms
of any Secured Permitted Parent Hedge, (vii) payments on, and prepayments,
redemptions and repurchases of Permitted Parent Notes to the extent permitted
by Section 6.08, (viii) ordinary course activities and obligations of a
public company, such as filing registration statements and listing securities
on an exchange and (ix) activities and assets reasonably related to the
foregoing clauses.


(b)           With respect to
Borrower and the Subsidiaries, engage (directly or indirectly) in any business
other than those businesses in which Borrower and its Subsidiaries are engaged
on the Closing Date (or which are similar, complementary or reasonably related thereto
or are reasonable extensions thereof).


SECTION
6.13.            Limitation on Accounting Changes


Make or permit any change
in accounting policies or reporting practices without the consent of the
Required Lenders, which consent shall not be unreasonably withheld, except
changes that, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect or are required by GAAP.


SECTION
6.14.            Fiscal Year


Change its fiscal year-end
to a date other than the Friday closest to September 30.



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SECTION
6.15.            Sale and Leaseback Transactions


Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred unless
(i) the sale of such property is permitted by Section 6.04 and
(ii) any Liens arising in connection with its use of such property are
permitted by Section 6.02.


SECTION
6.16.            Anti-Terrorism Law; Anti-Money Laundering


(a)           Directly or indirectly,
(i) knowingly conduct any business or engage in making or receiving any
contribution of funds, goods or services to or for the benefit of any person
described in Section 3.22, (ii) knowingly deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire 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
(and the Loan Parties shall deliver to the Lenders any certification or other
evidence requested from time to time by the Administrative Agent in its
reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.16).


(b)           Knowingly cause or
permit any of the funds of such Loan Party that are used to repay the Loans to
be derived from any unlawful activity with the result that the making of the
Loans would be in violation of law.


ARTICLE  VII


GUARANTEE


SECTION
7.01.            The Guarantee


The Guarantors hereby
jointly and severally guarantee as a primary obligor and not as a surety to
each Secured Party and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the principal of and interest (including any interest, fees,
costs or charges that would accrue but for the provisions of the Bankruptcy
Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on
the Loans made by the Lenders to, and the Notes held by each Lender of,
Borrower, and all other Obligations from time to time owing to the Secured
Parties by any Credit Party under any Loan Document or any agreement governing
Obligations described in clause (b) or (c) of the definition of Obligations, in
each case strictly in accordance with the terms thereof (such obligations being
herein collectively called the “Guaranteed
Obligations”).  The Guarantors
hereby jointly and severally agree that if Borrower or other Guarantor(s) shall
fail to pay in full when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.


SECTION
7.02.            Obligations Unconditional


The obligations of the
Guarantors under Section 7.01 shall constitute a guaranty of payment
and are absolute, irrevocable and unconditional, joint and several,
irrespective of the value, genuineness,



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validity, regularity or
enforceability of the Guaranteed Obligations of Borrower under this Agreement,
the Notes, if any, or any other agreement or instrument referred to herein or
therein, or any substitution, release or exchange of any other guarantee of or
security for any of the Guaranteed Obligations and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or Guarantor (except for payment in full).  Without limiting the generality of the foregoing,
it is agreed that the occurrence of any one or more of the following shall not
alter or impair the liability of the Guarantors hereunder, which shall remain
absolute, irrevocable and unconditional under any and all circumstances as
described above:


(i)            at
any time or from time to time, without notice to the Guarantors, the time for
any performance of or compliance with any of the Guaranteed Obligations shall
be extended, or such performance or compliance shall be waived;


(ii)           any
of the acts mentioned in any of the provisions of this Agreement or the Notes,
if any, or any other agreement or instrument referred to herein or therein
shall be done or omitted;


(iii)          the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be amended in any respect, or any right under
the Loan Documents or any other agreement or instrument referred to herein or
therein shall be amended or waived in any respect or any other guarantee of any
of the Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with;


(iv)          any
Lien or security interest granted to, or in favor of, Issuing Bank or any
Lender or Agent as security for any of the Guaranteed Obligations shall fail to
be perfected; or


(v)           the
release of any other Guarantor.


The Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that any Credit Party exhaust any
right, power or remedy or proceed against Borrower under this Agreement or the
Notes, if any, or any other agreement or instrument referred to herein or
therein, or against any other person under any other guarantee of, or security
for, any of the Guaranteed Obligations. 
The Guarantors waive any and all notice of the creation, renewal,
extension, waiver, termination or accrual of any of the Guaranteed Obligations
and notice of or proof of reliance by any Secured Party upon this Guarantee or
acceptance of this Guarantee, and the Guaranteed Obligations, and any of them,
shall conclusively be deemed to have been created, contracted or incurred in
reliance upon this Guarantee, and all dealings between Borrower and the Secured
Parties shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Guarantee.  This
Guarantee shall be construed as a continuing, absolute, irrevocable and
unconditional guarantee of payment without regard to any right of offset with
respect to the Guaranteed Obligations at any time or from time to time held by
the Secured Parties, and the obligations and liabilities of the Guarantors hereunder
shall not be conditioned or contingent upon the pursuit by the Secured Parties
or any other person at any time of any right or remedy against Borrower or
against any other person which may be or become liable in respect of all or any
part of the Guaranteed Obligations or against any collateral or guarantee
therefor or right of offset with respect thereto.  This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon
the Guarantors and the successors and assigns thereof, and shall inure to the
benefit of the Lenders, and their respective successors and assigns,
notwithstanding that from time to time during the term of this Agreement there
may be no Guaranteed Obligations outstanding.



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SECTION
7.03.            Reinstatement


The obligations of the
Guarantors under this Article VII shall be automatically reinstated if and
to the extent that for any reason any payment by or on behalf of a Credit Party
in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise.  The Guarantors jointly and severally agree
that they will indemnify each Secured Party on demand for all reasonable out-of-pocket
costs and expenses (including reasonable fees of counsel) incurred by such Secured
Party in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law, other than any costs or expenses
resulting from the gross negligence or bad faith or willful misconduct of such
Secured Party.


SECTION
7.04.            Subrogation; Subordination


Each Guarantor hereby
agrees that until the payment and satisfaction in full in cash of all Guaranteed
Obligations and the expiration and termination of the Commitments of the
Lenders under this Agreement it shall not exercise any right or remedy arising
by reason of any performance by it of its guarantee in Section 7.01,
whether by subrogation or otherwise, against Borrower or any other Guarantor of
any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.  The payment of any amounts
due with respect to any indebtedness of Borrower or any other Guarantor now or
hereafter owing to any Guarantor or Borrower by reason of any payment by such
Guarantor under the Guarantee in this Article VII is hereby
subordinated to the prior payment in full in cash of the Guaranteed
Obligations.  In addition, any
Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby
subordinated in right of payment in full in cash to the Guaranteed
Obligations.  Each Guarantor agrees that
it will not demand, sue for or otherwise attempt to collect any such
indebtedness of Borrower to such Guarantor until the Obligations shall have
been paid in full in cash.  If,
notwithstanding the foregoing sentence, any Guarantor shall prior to the
payment in full in cash of the Guaranteed Obligations collect, enforce or
receive any amounts in respect of such indebtedness, such amounts shall be
collected, enforced and received by such Guarantor as trustee for the Secured
Parties and be paid over to Administrative Agent on account of the Guaranteed
Obligations without affecting in any manner the liability of such Guarantor
under the other provisions of the guaranty contained herein.  Any Indebtedness of any Loan Party permitted
pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s
Obligations in the manner set forth in the Intercompany Note evidencing such
Indebtedness.


SECTION
7.05.            Remedies


The Guarantors jointly
and severally agree that, as between the Guarantors and the Lenders, the
obligations of Borrower under this Agreement and the Notes, if any, may be
declared to be forthwith due and payable as provided in Article VIII
(and shall be deemed to have become automatically due and payable in the
circumstances provided in said Article VIII) for purposes of Section 7.01,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable)
as against Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by Borrower) shall forthwith become
due and payable by the Guarantors for purposes of Section 7.01.


SECTION
7.06.            Instrument for the Payment of Money


Each Guarantor hereby acknowledges
that the guarantee in this Article VII constitutes an instrument
for the payment of money, and consents and agrees that any Lender or Agent, at
its sole



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option, in the event of a
dispute by such Guarantor in the payment of any moneys due hereunder, shall
have the right to bring a motion-action under New York CPLR
Section 3213 to the extent permitted thereunder.


SECTION
7.07.            General Limitation on Guarantee Obligations


In any action or
proceeding involving any state corporate law, or any state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under Section 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 7.01, then,
notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any other Credit
Party or any other person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding.


ARTICLE VIII


EVENTS OF DEFAULT


SECTION
8.01.            Events of Default


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


(a)           default shall be made in the payment of any
principal of, or premium on, any Loan or the reimbursement with respect to any
LC Disbursement when and as the same shall become due and payable, whether at
the due date thereof (including a Term Loan Repayment Date) or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;


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


(c)           any representation or warranty made or
deemed made in or in connection with any Loan Document or the borrowings or
issuances of Letters of Credit hereunder, or any representation, warranty,
statement or information contained in any certificate furnished in connection
with or pursuant to any Loan Document, shall prove to have been false or
misleading in any material respect when so made, deemed made or furnished;


(d)           default shall be made in the due observance
or performance by any Credit Party of any covenant, condition or agreement
contained in Section 5.02(a), 5.03(a), 5.08 or in Article VI;


(e)           default shall be made in the due observance
or performance by Parent or any Company of any covenant, condition or agreement
contained in any Loan Document (other than those specified in (a), (b) or (d)
above) or the Fee Letter and such default shall continue unremedied or shall
not be waived for a period of 30 days after written notice thereof from the
Administrative Agent or the Required Lenders to Borrower;


(f)            any Group Company shall (i) fail to pay
any principal or interest, regardless of amount, due in respect of any
Indebtedness (other than the Obligations) when and as the same



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shall become due and payable or
(ii) fail to observe or perform any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness if the effect of any failure referred to in this
clause (ii) is to cause, or to permit the holder or holders of such
Indebtedness or a representative on its or their behalf (with or without the
giving of notice, the lapse of time or both) to cause, such Indebtedness to
become due prior to its stated maturity; provided that
it shall not constitute an Event of Default pursuant to this paragraph (f)
unless the aggregate amount of all such Indebtedness referred to in
clauses (i) and (ii) exceeds $10.0 million at any one time;


(g)           an involuntary proceeding shall be commenced
or an involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) relief in respect of any Group Company, or of a substantial
part of the property or assets of any Group Company, under the Bankruptcy Code
or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law; (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Group Company or for a
substantial part of the property or assets of any Group Company; or
(iii) the winding-up or liquidation of any Group Company; and such
proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;


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


(i)            one or more judgments for the payment of
money in an aggregate amount in excess of $10.0 million (exclusive of amounts
covered by insurance) shall be rendered against any Group Company or any
combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to levy upon assets or
properties of any Group Company to enforce any such judgment;


(j)            an ERISA Event or noncompliance with
respect to Foreign Plans shall have occurred so that, when taken together with
all other such ERISA Events and noncompliance with respect to Foreign Plans
that have occurred, could reasonably be expected to result in liability of any
Group Company or a combination thereof in an aggregate amount exceeding $10.0
million;


(k)           any security interest and Lien purported to
be created by any Security Document shall cease to be in full force and effect,
or shall cease to give the Collateral Agent, for the benefit of the Secured
Parties, the Liens, rights, powers and privileges purported to be created and
granted under such Security Documents (including a perfected first priority
security interest in and Lien on all of the Collateral thereunder (except as
otherwise expressly provided in such Security Documents or except to the extent
any loss of perfection or priority results from the failure of the Collateral
Agent to file UCC continuation statements or maintain possession of
certificates



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actually delivered to it representing the
securities pledged to it under the Security Agreement)) in favor of the
Collateral Agent, or shall be asserted by any Credit Party not to be a valid,
perfected, first priority (except as otherwise expressly provided in this
Agreement or such Security Document) security interest in or Lien on the
Collateral covered thereby;


(l)            the Guarantees shall cease to be in full
force and effect or any Guarantor shall contest the validity or enforceability
of its Guarantee;


(m)          any Loan Document or any material provisions
thereof shall at any time and for any reason be declared by a court of
competent jurisdiction to be null and void, or a proceeding shall be commenced
by any Credit Party, or by any Governmental Authority, seeking to establish the
invalidity or unenforceability thereof (exclusive of questions of
interpretation of any provision thereof), or any Credit Party shall repudiate
or deny that it has any liability or obligation for the payment of principal or
interest or other obligations purported to be created under any Loan Document;
or


(n)           there shall have occurred a Change in
Control;


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


ARTICLE IX


COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL
PROCEEDS


SECTION
9.01.            Collateral Account


(a)           The Collateral Agent is
hereby authorized to establish and maintain at its office at
677 Washington Boulevard, Stamford, Connecticut 06901, in the name of the
Collateral Agent and pursuant to a Control Agreement (to the extent requested),
a restricted deposit account designated “Collateral Account”.  Each Credit Party shall deposit into the
Collateral Account from time to time (i) the cash proceeds of any of the
Collateral (including pursuant to any disposition thereof) to the extent contemplated
herein or in any other Loan Document, (ii) the cash proceeds of any
Casualty Event with respect to Collateral to the extent contemplated herein or
in any other Loan Document, and (iii) any cash such Credit Party is
required to pledge as additional collateral security hereunder pursuant to the
Loan Documents.



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(b)           The balance from time
to time in the Collateral Account shall constitute part of the Collateral and
shall not constitute payment of the Obligations until applied as hereinafter
provided.  So long as no Event of Default
has occurred and is continuing or will result therefrom, the Collateral Agent
shall, within one Business Day’s of receiving a request of the applicable
Credit Party for release of cash proceeds constituting (i) Net Cash
Proceeds from the Collateral Account, remit such cash proceeds on deposit in
the Collateral Account to or upon the order of such Credit Party, so long as
such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02,
(ii) Net Cash Proceeds from any sale or other disposition of Collateral
from the Collateral Account, remit such cash proceeds on deposit in the
Collateral Account, so long as such Credit Party has satisfied the conditions
relating thereto set forth in Section 9.02 and (iii) with
respect to the LC Sub-Account at such time as all Letters of Credit shall
have been terminated and all of the liabilities in respect of the Letters of
Credit have been paid in full.  At any
time following the occurrence and during the continuance of an Event of
Default, the Collateral Agent may (and, if instructed by the Required Lenders
as specified herein, shall) in its (or their) discretion apply and provide
notice to Borrower of such application or cause to be applied (subject to collection)
the balance from time to time outstanding to the credit of the Collateral
Account to the payment of the Obligations in the manner specified in Section 9.03
hereof, subject, however, in the case of amounts deposited in the LC Sub-Account,
to the provisions of Sections 2.18(j) and 9.03.  The Credit Parties shall have no right to
withdraw, transfer or otherwise receive any funds deposited in the Collateral
Account except to the extent specifically provided herein.


(c)           Amounts on deposit in
the Collateral Account shall be invested from time to time in Cash Equivalents
as the applicable Credit Party (or, after the occurrence and during the
continuance of an Event of Default, the Collateral Agent) shall determine,
which Cash Equivalents shall be held in the name and be under the control of
the Collateral Agent (or any sub-agent); provided
that at any time after the occurrence and during the continuance of
an Event of Default, the Collateral Agent may (and, if instructed by the
Required Lenders as specified herein, shall) in its (or their) discretion at
any time and from time to time elect to liquidate any such Cash Equivalents and
to apply or cause to be applied the proceeds thereof to the payment of the
Obligations in the manner specified in Section 9.03 hereof.


(d)           Amounts deposited into
the Collateral Account as cover for liabilities in respect of Letters of Credit
under any provision of this Agreement requiring such cover shall be held by the
Collateral Agent in a separate sub-account designated as the “LC Sub-Account”
(the “LC Sub-Account”).


SECTION
9.02.            Proceeds of Casualty Events


(a)           So long as no Event of
Default shall have occurred and be continuing, in the event there shall be any
Net Cash Proceeds in respect of any Casualty Event, the applicable Credit Party
shall have the right, at such Credit Party’s option, to apply such Net Cash
Proceeds in accordance with the applicable provisions of this Agreement.


(b)           In the event any Net
Cash Proceeds are required to be deposited in the Collateral Account in
accordance with Section 2.10(e), the Collateral Agent shall not
release any part of such Net Cash Proceeds until the applicable Credit Party
has furnished to the Collateral Agent (i) an Officers’ Certificate setting
forth:  (A) a brief description of
the reason for the release, (B) the dollar amount of the expenditures to
be made, or costs incurred by such Credit Party in connection with such release
and (C) each request for payment shall be made on at least one Business
Day’s prior notice to the Collateral Agent and such request shall state that
the properties acquired in connection with such release have a fair market
value at least equal to the amount of such Net Cash Proceeds requested to be
released from the Collateral Account and (ii) all security agreements and
Mortgages and other items required by the provisions of Sections 5.11
and 5.12 to, among other things, subject such reinvestment properties or
assets to



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the Lien of the Security
Documents in favor of the Collateral Agent, for its benefit and for the benefit
of the other Secured Parties.


SECTION
9.03.            Application of Proceeds


The proceeds received by
the Collateral Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral pursuant to the exercise by
the Collateral Agent of its remedies shall be applied, together with any other
sums then held by the Collateral Agent pursuant to this Agreement, promptly by
the Collateral Agent as follows:


(a)           First, to the payment of all reasonable
costs and expenses, fees, commissions and taxes of such sale, collection or
other realization including, without limitation, compensation to the Collateral
Agent and its agents and counsel, and all expenses, liabilities and advances
made or incurred by the Collateral Agent in connection therewith, together with
interest on each such amount at the highest rate then in effect under this
Agreement from and after the date such amount is due, owing or unpaid until
paid in full;


(b)           Second, to the payment of all other
reasonable costs and expenses of such sale, collection or other realization,
including, without limitation, compensation to the other Secured Parties and
their agents and counsel and all costs, liabilities and advances made or
incurred by the other Secured Parties in connection therewith, together with
interest on each such amount at the highest rate then in effect under this
Agreement from and after the date such amount is due, owing or unpaid until
paid in full;


(c)           Third, without duplication of amounts
applied pursuant to clauses (a) and (b) above, to the payment in full in
cash, pro rata, of (i) interest, principal and other amounts constituting
Obligations (other than the Related Hedging Obligations) owing to the Secured
Parties, in each case equally and ratably in accordance with the respective
amounts thereof then due and owing and (ii) Related Hedging Obligations in
accordance with the terms of the applicable Hedging Agreements; and


(d)           Fourth, the balance, if any, to the person
lawfully entitled thereto (including the applicable Credit Party or its
successors or assigns).


In the event that any
such proceeds are insufficient to pay in full the items described in
clauses (a) through (c) of this Section 9.03, the Loan Parties
shall remain liable for any deficiency.


ARTICLE X


THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


SECTION
10.01.         Appointment


Each Lender hereby
irrevocably designates and appoints each of the Administrative Agent and the
Collateral Agent as an agent of such Lender under this Agreement and the other
Loan Documents.  Each Lender irrevocably
authorizes each Agent, in such capacity, through its agents or employees, to
take such actions on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to such Agent by the terms of this Agreement and the other
Loan Documents, together with such actions and powers as are reasonably
incidental thereto.



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SECTION
10.02.         Agent in Its Individual Capacity


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


SECTION
10.03.         Exculpatory Provisions


No Agent shall have any
duties or obligations except those expressly set forth in the Loan
Documents.  Without limiting the
generality of the foregoing, (a) no Agent shall be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is
continuing, (b) no Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated by the Loan Documents that such Agent is required
to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.02), and (c) except as expressly set
forth in the Loan Documents, no Agent shall have any duty to disclose or shall
be liable for the failure to disclose, any information relating to Borrower or
any of its Subsidiaries that is communicated to or obtained by the person
serving as such Agent or any of its Affiliates in any capacity.  No Agent shall be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 11.02) or in the absence
of its own gross negligence or willful misconduct.  No Agent shall be deemed to have knowledge of
any Default unless and until written notice thereof is given to such Agent by
Borrower or a Lender, and no Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any
Loan Document.


SECTION
10.04.         Reliance by Agent


Each Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by a
proper person.  Each Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by a proper person, and shall not incur any liability for relying
thereon.  Each Agent may consult with
legal counsel (who may be counsel for Borrower), independent accountants and
other advisors selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or advisors.


SECTION
10.05.         Delegation of Duties


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



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SECTION
10.06.         Successor Agent


Each Agent may resign as
such at any time upon at least 30 days’ prior notice to the Lenders, the
Issuing Bank and Borrower.  Upon any such
resignation, the Required Lenders shall have the right, with the consent of
Borrower (not to be unreasonably withheld or delayed), to appoint a successor
Agent from among the Lenders; provided,
that no consent of Borrower shall be required if an Event of Default has
occurred and is continuing.  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Agent with the consent of Borrower (not
to be unreasonably withheld or delayed), which successor shall be a commercial
banking institution organized under the laws of the United States (or any State
thereof) or a United States branch or agency of a commercial banking institution,
in each case, having combined capital and surplus of at least $250 million; provided, that no consent of Borrower
shall be required if an Event of Default has occurred and is continuing; provided, further that if such retiring Agent is unable to find a commercial
banking institution which is willing to accept such appointment and which meets
the qualifications set forth above, the retiring Agent’s resignation shall
nevertheless thereupon become effective, and the Lenders shall assume and
perform all of the duties of the Agent hereunder until such time, if any, as
the Required Lenders appoint a successor Agent.


Upon the acceptance of
its appointment as an Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder.  The
fees payable by Borrower to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed between Borrower and such
successor.  After an Agent’s resignation
hereunder, the provisions of this Article X and Section 11.03
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Affiliates in respect of any actions taken or omitted to
be taken by any of them while it was acting as Agent.


SECTION
10.07.         Non-Reliance on Agent and Other Lenders


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


SECTION
10.08.         No Other Administrative Agent


The Lenders identified in
this Agreement and the Syndication Agent and the Documentation Agent shall not
have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders.  Without limiting the foregoing, the
Syndication Agent and the Documentation Agent shall not have or be deemed to
have a fiduciary relationship with any Lender. 
Each Lender hereby makes the same acknowledgments with respect to the
Syndication Agent and the Documentation Agent as it makes with respect to the
Administrative Agent or any other Lender in this Article X.  Notwithstanding the foregoing, the parties
hereto acknowledge that the Syndication Agent and the Documentation Agent hold
such titles in name only, and that such titles confer no additional rights or
obligations relative to those conferred on any Lender hereunder.



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SECTION
10.09.         Indemnification


The Lenders severally
agree to indemnify each Agent in its capacity as such (to the extent not reimbursed
by a Credit Party and without limiting the obligation of the Credit Parties to
do so), ratably according to their respective outstanding Loans and Commitments
in effect on the date on which indemnification is sought under this Section
(or, if indemnification is sought after the date upon which all Commitments
shall have terminated and the Loans and other Obligations shall have been paid
in full, ratably in accordance with such outstanding Loans and Commitments as
in effect immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Loans and other Obligations)
be imposed on, incurred by or asserted against such Agent in any way relating
to or arising out of, the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent’s gross negligence or willful
misconduct.  The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.


ARTICLE XI


MISCELLANEOUS


SECTION
11.01.         Notices


Notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:


(a)           if to a Credit Party, to it at:


Communications & Power Industries, Inc.


811 Hansen Way


P.O. Box 51110


Palo Alto, CA 
94303


Attention:  Joel
A. Littman


Phone: (650) 846-2900


Telecopy No.: (650)
846-3276


with a copy to:


Communications & Power Industries, Inc.


45 River Drive


Georgetown, Ontario


Canada L7G2J4


Attention:  O.
Joe Caldarelli


Phone:  (905)
702-2222


Telecopy No.:  (905) 877-5327


and



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Irell & Manella LLP


1800 Avenue of the Stars, #900


Los Angeles, CA 
90067


Attention: 
Richard C. Wirthlin, Esq.


Phone:  (310)
277-1010


Telecopy No.:  (310) 203-7199


(b)           if to the Administrative Agent, or the Collateral Agent to
it at:


UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut  06901

Attention:    Tara Cimbrello 

Phone:  (203) 719-6130

Telecopy No.:  (203) 719-4176; and


UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut  06901

Attention:    Chris Gomes 

Phone:  (203) 719-3241

Telecopy No.:  (203) 719-4176


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


All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt if
delivered by hand or overnight courier service or sent by telecopy or by
certified or registered mail, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 11.01 or in
accordance with the latest unrevoked direction from such party given in
accordance with this Section 11.01 and failure to deliver courtesy
copies of notices and other communications shall in no event affect the
validity or effectiveness of such notices and other communications.


SECTION
11.02.         Waivers; Amendment


(a)           No failure or delay by any Agent, the Issuing Bank or any
Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies of each Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any
provision of any Loan Document or consent to any departure by any Credit Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether any Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
at the time.



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(b)           Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Borrower and the Required Lenders or, in the case of any other
Loan Document, pursuant to an agreement or agreements in writing entered into
by the Administrative Agent and the Credit Party or Credit Parties that are
parties thereto, in each case with the written consent of the Required Lenders,
provided that no such agreement
shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce or forgive the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
Fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the maturity of any Loan, or any scheduled date of
payment of the principal amount of any Term Loan under Section 2.09,
or the required date of reimbursement of any LC Disbursement, or any date for
the payment of any interest or fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment or postpone the scheduled date of expiration of any Letter of
Credit beyond the Revolving Maturity Date, without the written consent of each
Lender affected thereby, (iv) change Section 2.14(b) or
(c) in a manner that would alter the pro
rata sharing of payments or set-offs required thereby without
the written consent of each Lender, (v) change the percentage set forth in
the definition of “Required Lenders” or any other provision of any Loan
Document (including this Section) specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release any Guarantor from its Guarantee, or limit its
liability in respect of such Guarantee, without the written consent of each
Lender, (vii) release all or substantially all of the Collateral from the
Liens of the Security Documents or alter the relative priorities of the
Obligations entitled to the Liens of the Security Documents (except in
connection with securing additional Obligations (including pursuant to Section
2.20) equally and ratably with or subordinated to the other Obligations), in
each case without the written consent of each Lender, or (viii) change any
provisions of any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders holding Loans of any Class
differently than those holding Loans of any other Class without the written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each affected Class; provided, further,
that (1) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender without the prior written consent of the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender, as the case may be, (2) any waiver, amendment or modification of
this Agreement that by its terms affects the rights or duties under this
Agreement of the Revolving Lenders (but not the Term Lenders) or the Term  Lenders (but not the Revolving Lenders) may
be effected by an agreement or agreements in writing entered into by Borrower
and requisite percentage in interest of the affected Class of Lenders that
would be required to consent thereto under this Section if such Class of
Lenders were the only Class of Lenders hereunder at the time, and (3) any
waiver, amendment or modification prior to the earlier of (i) the date
which is 30 days after the Closing Date and (ii) the date of the
successful completion of the syndication of the Loans and Commitments (as
determined by the Joint Lead Arrangers) may not be effected without the written
consent of the Administrative Agent. 
Notwithstanding the foregoing, any provision of this Agreement may be
amended by an agreement in writing entered into by Borrower, the Required
Lenders and the Administrative Agent (and, if their rights or obligations are
affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the
terms of such agreement the Commitment of each Lender not consenting to the
amendment provided for therein shall terminate upon the effectiveness of such
amendment and (y) at the time such amendment becomes effective, each
Lender not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or
accrued for its account under this Agreement.



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(c)           If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by Section 11.02(b), the consent of the Required
Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained, then Borrower shall have the right to
replace any of such non-consenting Lenders with one or more persons
pursuant to Section 2.16 so long as at the time of such replacement
each such new Lender consents to the proposed change, waiver, discharge or
termination.


SECTION
11.03.         Expenses; Indemnity


(a)           The Loan Parties agree, jointly and severally, to pay,
promptly upon demand:


(i)           all reasonable costs and expenses
incurred by the Arranger, the Administrative Agent, the Collateral Agent, the
Swingline Lender and the Issuing Bank, including the reasonable fees, charges
and disbursements of Advisors for the Arranger, the Administrative Agent, the
Collateral Agent, the Swingline Lender and the Issuing Bank, in connection with
the syndication of the Loans and Commitments, the preparation, execution and
delivery of the Loan Documents, the administration of the Loans and
Commitments, the perfection and maintenance of the Liens securing the
Collateral and any actual or proposed amendment, supplement or waiver of any of
the Loan Documents (whether or not the transactions contemplated hereby or
thereby shall be consummated);


(ii)          all reasonable costs and expenses
incurred by the Administrative Agent or the Collateral Agent, including the reasonable
fees, charges and disbursements of Advisors for the Administrative Agent and
the Collateral Agent, in connection with any action, suit or other proceeding
affecting the Collateral or any part thereof, in which action, suit or
proceeding the Administrative Agent or the Collateral Agent is made a party or
participates or in which the right to use the Collateral or any part thereof is
threatened, or in which it becomes necessary in the judgment of the
Administrative Agent or the Collateral Agent to defend or uphold the Liens
granted by the Security Documents (including any action, suit or proceeding to
establish or uphold the compliance of the Collateral with any Requirements of
Law);


(iii)         all reasonable costs and expenses
incurred by the Arranger, the Administrative Agent, the Collateral Agent, the
Swingline Lender, the Issuing Bank or any Lender, including the reasonable
fees, charges and disbursements of Advisors for the Arranger, the
Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing
Bank or any Lender, incurred in connection with the enforcement or protection
of its rights under the Loan Documents, including its rights under this Section
11.03(a), or in connection with the Loans made or Letters of Credit issued
hereunder and the collection of the Obligations, including all such costs and
expenses incurred during any workout, restructuring or negotiations in respect
of the Obligations; and


(iv)        all documentary and similar taxes and
charges in respect of the Loan Documents.


For purposes of this Section
11.03(a), “Advisors” shall
mean legal counsel (including local counsel), auditors, accountants,
consultants, appraisers or other advisors; provided
that (x) in the case of clause (i), the engagement of any Advisors other than
legal counsel (including local counsel) shall be subject to approval by
Borrower (which approval shall not be unreasonably withheld) and (y) in the
case of clause (iii), the engagement of any Advisors other than one firm of
legal counsel by any Lender shall be subject to approval by the Administrative
Agent.


(b)           The Credit Parties agree, jointly and
severally, to indemnify the Agents, each Lender, the Issuing Bank and the
Swingline Lender, each Affiliate of any of the foregoing persons and



 102
 









each of their respective
partners, controlling persons, directors, officers, trustees, employees and
agents (each such person being called an “Indemnitee”)
against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket
costs and any and all losses, claims, damages, liabilities, penalties,
judgments, suits and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution,
delivery, performance, administration or enforcement of the Loan Documents,
(ii) any actual or proposed use of the proceeds of the Loans or issuance
of Letters of Credit, (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto, or (iv) any actual or alleged presence or Release or
threatened Release of Hazardous Materials, on, under or from any property
owned, leased or operated by any Group Company, or any Environmental Claim related
in any way to any Group Company; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction by final judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.


(c)           The provisions of this Section 11.03 shall
remain operative and in full force and effect regardless of the expiration of
the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans or other Obligations, the expiration
of the Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Agents, the Issuing
Bank, the Swingline Lender or any Lender. 
All amounts due under this Section 11.03 shall be payable on
written demand therefor accompanied by reasonable documentation with respect to
any reimbursement, indemnification or other amount requested.


(d)           To the extent that Borrower fails to promptly pay any
amount required to be paid by it to the Agents, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Agents, the Issuing Bank or the Swingline
Lender, as the case may be, such Lender’s pro
rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against any of the Agents, the Issuing Bank or
the Swingline Lender in its capacity as such
provided further, however, that to the extent any Issuing Bank or
Swingline Lender is entitled to indemnification under this Section 11.03,
to the extent such indemnification relates solely to such Issuing Bank’s or
such Swingline Lender’s acting in such capacity the indemnification provided
for in this Section 11.03 will be the obligation solely of the
Revolving Lenders.  For purposes hereof,
a Lender’s “pro rata share” shall
be determined based upon its share of the sum of the total Revolving Exposure,
outstanding Term Loans and unused Commitments at the time.


SECTION
11.04.         Successors and Assigns


(a)           The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), except that no Credit Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender (and any attempted
assignment or transfer by any Credit Party without such consent shall be null
and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Affiliates of each of the
Agents, the Issuing Bank, the Swingline Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



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(b)           Any Lender shall have the right at any time to assign to
one or more banks, insurance companies, investment companies or funds or other
institutions (other than any Group Company or any Affiliate thereof) all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case
of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate,
each of Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Revolving Commitment or any Lender’s
obligations in respect of its LC Exposure or Swingline Exposure, the Issuing
Bank and the Swingline Lender) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Lender, an Affiliate of a
Lender or a Lender Affiliate, any assignment made in connection with the
primary syndication of the Commitment and Loans by the Joint Lead Arrangers or
an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than (x) in the case of Revolving Commitments and
Revolving Loans, $1.0 million, and (y) in the case of Term Loan Commitments
and Term Loans, $1.0 million unless each of Borrower and the Administrative
Agent otherwise consent (provided that
substantially contemporaneous assignments to an assignee and one or more of its
Lender Affiliates shall be aggregated for purposes of such minimum assignment
amounts), (iii) each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement, except that this clause (iii) shall not be construed to
prohibit the assignment of a proportionate part of all the assigning Lender’s
rights and obligations in respect of one Class of Commitments or Loans,
(iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500 (except that such fee will not be payable with respect to an assignment
to a Lender or a Lender Affiliate), and (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided, further, that any consent of Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under Article VIII has occurred and is continuing.  Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Acceptance the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement (provided that any
liability of Borrower to such assignee under Section 2.12, 2.13
or 2.15 shall be limited to the amount, if any, that would have been
payable thereunder by Borrower in the absence of such assignment, except to the
extent any such amounts are attributable to a Change in Law occurring after the
date of such assignment), and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15
and 11.03).


(c)           the Administrative Agent, acting for this purpose as an
agent of Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive in the absence of manifest error, and Borrower, the Administrative
Agent, the Issuing Bank and the Lenders may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement.  The
Register shall be available for inspection by Borrower, the Issuing Bank, the
Collateral Agent, the Swingline Lender and any Lender (with respect to its own
interest only), at any reasonable time and from time to time upon reasonable
prior notice.



 104
 









(d)           Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register.  No assignment shall be
effective for purposes of this Agreement unless (i) it has been recorded
in the Register as provided in this paragraph or (ii) the original Note evidencing
the assigned Loan (or portion thereof), if any, is returned to the Borrower
marked “cancelled” and one or more new Notes are issued to the assignee, if requested
by the assignee and the assigning Lender, if necessary.


(e)           Any Lender shall have the right at any time, without the
consent of Borrower, the Administrative Agent, the Issuing Bank or the
Swingline Lender, to sell participations to one or more banks or other entities
(a “Participant”)
in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce
the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), or (iii) of the first proviso to Section 11.02(b)
that affects such Participant.  Subject
to paragraph (f) of this Section, Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.12, 2.13 and
2.15 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender, provided that
such Participant agrees to be subject to Section 2.14(c) as though
it were a Lender.  Each Lender shall,
acting for this purpose as an agent of the Borrower, maintain at one of its
offices a register for the recordation of the names and addresses of its
Participants, and the amount and terms of its participations, provided that no
Lender shall be required to disclose or share the information contained in such
register with the Borrower or any other party, except as required by applicable
law.


(f)            A Participant shall not be entitled to receive any
greater payment under Section 2.12, 2.13 or 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant. 
A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.15 unless Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrower, to comply with Sections 2.15(e)
and (f) as though it were a Lender.


(g)           Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.  In the case of any Lender that is a fund that
invests in bank loans, such Lender may, without the consent of or notice to the
Borrower or Administrative Agent, collaterally assign or pledge all or any
portion of its rights under this Agreement, including the Loans and Notes or
any other instrument evidencing its rights as a Lender under this Agreement, to
any holder of, trustee for, or any



 105
 









other representative of holders of,
obligations owed or securities issued, by such fund, as security for such
obligations or securities.


SECTION
11.05.         Survival of Agreement


All covenants,
agreements, representations and warranties made by the Credit Parties in the Loan
Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Agents, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or
terminated.  The provisions of Sections 2.12,
2.14, 2.15 and 11.03 and Article X shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans or the other
Obligations, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.


SECTION
11.06.         Counterparts; Integration; Effectiveness


This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Agreement, the other Loan Documents and
the Fee Letter constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof including the Original
Credit Agreement, except to the extent set forth in Section 11.05 of the
Original Credit Agreement.  Except as
provided in Section 4.01, this Agreement shall become effective
when the conditions precedent in set forth in Section 4.02 have been met
and when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Upon the effectiveness hereof any reference to the word “Term B” in any
Loan Document (other than this Agreement) or Exhibit hereto or thereto, when
included in the defined terms Term Loan, Term Borrowing, Term Loan Commitment
shall be deemed to be the words “Term”. 
The Borrowers, the Guarantors, the Agents and the Lenders agree that
(a) all obligations under the Original Credit Agreement shall continue to
exist under and be evidenced by this Agreement and the other Loan Documents and
shall constitute Obligations except to the extent prepaid and exchanged into
Term Loans in accordance with Section 2.19 and (b) except as
expressly stated herein or amended, the other Loan Documents are ratified and
confirmed as remaining unmodified and in full force and effect with respect to
all Obligations.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this
Agreement.  Each Original Lender that
executes and delivers a Confidential Lender Authorization shall be deemed to
have consented to the amendment and restatement of the Original Credit Agreement
as set forth herein.  Each person
(including any Original Lender) that executes and delivers a Confidential
Lender Authorization that has a Commitment on Schedule 1 thereto greater
than $0 shall, effective upon the Administrative Agent executing and delivering
a counterpart of such Confidential Lender Authorization, be deemed to become a
Lender party hereto.  Each Lender
signatory to a Confidential Lender Authorization agrees that such Lender shall
not be entitled to receive a copy of any other Lender’s Confidential Lender
Authorization.



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SECTION
11.07.         Severability


Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


SECTION
11.08.         Right of Setoff


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


SECTION
11.09.         Governing Law; Jurisdiction; Consent to Service of Process


(a)           This Agreement shall be construed in accordance with and
governed by the law of the State of New York.


(b)           Each Credit Party hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and
of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to any Loan Document, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such federal court. 
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent, the
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Credit Party
or its properties in the courts of any jurisdiction.


(c)           Each Credit Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


(d)           Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 11.01.  Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by applicable law.



 107
 









SECTION
11.10.         WAIVER OF JURY TRIAL


EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


SECTION
11.11.         Headings


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


SECTION
11.12.         Confidentiality


Each of the Agents, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed
(i) to such Agent’s and such Lender’s Affiliates and their directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential pursuant to the terms hereof),
(ii) to the extent requested by any regulatory authority or any quasi-regulatory
authority (including the National Association of Insurance Commissioners),
(iii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iv) to any other party to this
Agreement, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder,
(vi) subject to an agreement containing provisions substantially the same
as those of this Section, to (A) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to Borrower and its
obligations, (vii) with the written consent of Borrower, (viii) to
the extent such Information (A) is publicly available at the time of
disclosure or becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to any Agent, the Issuing Bank or
any Lender on a nonconfidential basis from a source other than Borrower or any
Subsidiary or (ix) to any direct or indirect contractual counterparty in
swap agreements or such contractual counterparty’s advisor (so long as such
contractual counterparty or advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 11.12).  For the purposes of this Section, “Information” means all information received
from any Group Company relating to any Group Company or its business that is
clearly identified at the time of delivery as confidential, other than any such
information that is available to the any Agent, the Issuing Bank or any Lender
on a nonconfidential basis prior to disclosure by any Group Company.  Any person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such person has exercised the
same degree of care to maintain the confidentiality of such Information as such
person would accord to its own confidential information.



 108
 









SECTION
11.13.         Interest Rate Limitation


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


[Signature Pages Follow]



 109















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


	
  

  	
  COMMUNICATIONS & POWER
  INDUSTRIES, INC.,

  as Borrower 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Fickett

  
	
   

  	
   

  	
  Name: Robert A. Fickett

  
	
   

  	
   

  	
  Title:   Pres, COO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CPI INTERNATIONAL, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Fickett

  
	
   

  	
   

  	
  Name: Robert A. Fickett

  
	
   

  	
   

  	
  Title:   Pres, COO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CPI SUBSIDIARY
  HOLDINGS INC.,

  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Fickett

  
	
   

  	
   

  	
  Name: Robert A. Fickett

  
	
   

  	
   

  	
  Title:   Pres, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMUNICATIONS
  & POWER INDUSTRIES INTERNATIONAL INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel A. Littman

  
	
   

  	
   

  	
  Name: Joel A. Littman

  
	
   

  	
   

  	
  Title:   Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMUNICATIONS
  & POWER INDUSTRIES ASIA

  INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel A. Littman

  
	
   

  	
   

  	
  Name: Joel A. Littman

  
	
   

  	
   

  	
  Title:   Secretary & Treasurer

  



 













 


	
   

  	
  ECONCO BROADCAST
  SERVICE, INC., as a

  Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel A. Littman

  
	
   

  	
   

  	
  Name: Joel A. Littman

  
	
   

  	
   

  	
  Title:   Secretary & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  



 



 2
 









 


	
   

  	
  UBS SECURITIES
  LLC,

  as a Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS AG, STAMFORD
  BRANCH, as Administrative Agent, Collateral Agent and Issuing Bank and on
  behalf of the Lenders signatory to a Confidential Lender Authorization

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE
  LLC,

  as Swingline Lender and as a Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
   

  	
  Title:

  	
  Associate Director
  Banking Products

  Services, US

  
					



 



 3
 









 


	
   

  	
  BEAR, STEARNS
  & CO. INC.,

  as a Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Bram Smith

  
	
   

  	
   

  	
  Name: Richard Bram
  Smith

  
	
   

  	
   

  	
  Title: Senior Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS
  CORPORATE LENDING INC.,

  as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Bram Smith

  
	
   

  	
   

  	
  Name: Richard Bram
  Smith

  
	
   

  	
   

  	
  Title: Vice President

  



 



 4
 









 


	
  

  	
  THE ROYAL BANK
  OF SCOTLAND PLC, as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Peter Yetman

  
	
   

  	
   

  	
  Name: L. Peter Yetman

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBS SECURITIES CORPORATION, as a Co-Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Timoney

  
	
   

  	
   

  	
  Name: John Timoney

  
	
   

  	
   

  	
  Title:  Managing Director

  



 



 5















ANNEX 1


Amortization Table


	
   

  	
   

  	
  Term Loan

  	
   

  
	
  Date

  	
   

  	
  Amount

  	
   

  
	
  September 30,
  2007

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2007

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2008

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30, 2008

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2008

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2008

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2009

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30, 2009

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2009

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2009

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2010

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30, 2010

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2010

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2010

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2011

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30, 2011

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2011

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2011

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2012

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30,
  2012

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2012

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2012

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2013

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  June 30, 2013

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  September 30,
  2013

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  December 31,
  2013

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  March 31, 2014

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Term Loan Maturity
  Date:

  	
   

  	
   

  	
  $

  	
  93,250,000

  	
   

  



 



 A-1