EX-10.45



 






Exhibit 10.45




 



AMENDED AND RESTATED CREDIT AGREEMENT




among




COINMACH LAUNDRY CORPORATION,




COINMACH CORPORATION,




THE SUBSIDIARY GUARANTORS PARTY HERETO




and




THE LENDING INSTITUTIONS LISTED HEREIN




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as ADMINISTRATIVE AGENT and COLLATERAL AGENT,




DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC.

as JOINT LEAD ARRANGERS and BOOK MANAGERS,




JPMORGAN CHASE BANK, N.A. as SYNDICATION AGENT,

FIRST UNION SECURITIES, INC., as ORIGINAL SYNDICATION AGENT




and




CREDIT LYONNAIS NEW YORK BRANCH,

as ORIGINAL DOCUMENTATION AGENT




 






Dated as of January 25, 2002

as Amended and Restated as of

December 19, 2005



 



 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	SECTION 1.
	 	Amount and Terms of Credit	 	 	1	 
	1.01
	 	The Commitments	 	 	1	 
	1.02
	 	Additional Loan Commitments	 	 	3	 
	1.03
	 	Minimum Amount of Each Borrowing	 	 	4	 
	1.04
	 	Notice of Borrowing	 	 	5	 
	1.05
	 	Disbursement of Funds	 	 	5	 
	1.06
	 	Notes	 	 	6	 
	1.07
	 	Conversions; Continuations	 	 	7	 
	1.08
	 	Pro Rata Borrowings	 	 	7	 
	1.09
	 	Interest	 	 	8	 
	1.10
	 	Interest Periods	 	 	8	 
	1.11
	 	Increased Costs, Illegality, etc.	 	 	9	 
	1.12
	 	Compensation	 	 	11	 
	1.13
	 	Change of Lending Office	 	 	12	 
	1.14
	 	Replacement of Banks	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 2.
	 	Letters of Credit	 	 	13	 
	2.01
	 	Letters of Credit	 	 	13	 
	2.02
	 	Letter of Credit Requests	 	 	13	 
	2.03
	 	Letter of Credit Participations	 	 	14	 
	2.04
	 	Agreement to Repay Letter of Credit Payments	 	 	15	 
	2.05
	 	Increased Costs	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 3.
	 	Commitment Commission; Fees; Reductions of Commitment	 	 	17	 
	3.01
	 	Fees	 	 	17	 
	3.02
	 	Voluntary Termination of Unutilized Commitments	 	 	18	 
	3.03
	 	Mandatory Reduction of Commitments	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 4.
	 	Prepayments; Payments; Taxes	 	 	19	 
	4.01
	 	Voluntary Prepayments	 	 	19	 
	4.02
	 	Mandatory Repayments and Commitment Reductions	 	 	20	 
	4.03
	 	Method and Place of Payment	 	 	24	 
	4.04
	 	Net Payments	 	 	25	 
	 
	 	 	 	 	 	 
	SECTION 5.
	 	Conditions Precedent to Loans	 	 	27	 
	5.01
	 	Initial Loans	 	 	27	 
	5.02
	 	Second Draw Term Loans	 	 	30	 
	 
	 	 	 	 	 	 
	SECTION 6.
	 	Conditions Precedent to All Credit Events (Other Than Second Draw Term Loans)	 	 	30	 
	6.01
	 	No Default; Representations and Warranties	 	 	30	 
	6.02
	 	Notice of Borrowing; Letter of Credit Request	 	 	31	 
	 
	 	 	 	 	 	 
	SECTION 7.
	 	Representations, Warranties and Agreements	 	 	31	 
	7.01
	 	Corporate Status	 	 	31	 
	7.02
	 	Corporate Power and Authority	 	 	31	 
	7.03
	 	No Violation	 	 	32	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	7.04
	 	Governmental Approvals	 	 	32	 
	7.05
	 	Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.	 	 	32	 
	7.06
	 	Litigation	 	 	33	 
	7.07
	 	True and Complete Disclosure	 	 	34	 
	7.08
	 	Use of Proceeds; Margin Regulations	 	 	34	 
	7.09
	 	Tax Returns and Payments	 	 	34	 
	7.10
	 	Compliance with ERISA	 	 	35	 
	7.11
	 	The Security Documents	 	 	35	 
	7.12
	 	Representations and Warranties in Documents	 	 	36	 
	7.13
	 	Properties	 	 	36	 
	7.14
	 	Capitalization	 	 	36	 
	7.15
	 	Subsidiaries	 	 	37	 
	7.16
	 	Compliance with Statutes, etc.	 	 	37	 
	7.17
	 	Investment Company Act	 	 	37	 
	7.18
	 	Anti-Terrorism Law	 	 	37	 
	7.19
	 	Environmental Matters	 	 	38	 
	7.20
	 	Labor Relations	 	 	39	 
	7.21
	 	Patents, Licenses, Franchises and Formulas	 	 	39	 
	7.22
	 	Indebtedness	 	 	39	 
	7.23
	 	Transactions	 	 	39	 
	7.24
	 	Representations, Warranties & Agreements of Holdings	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 8.
	 	Affirmative Covenants	 	 	40	 
	8.01
	 	Information Covenants	 	 	41	 
	8.02
	 	Books, Records and Inspections	 	 	44	 
	8.03
	 	Maintenance of Property; Insurance	 	 	44	 
	8.04
	 	Corporate Franchises	 	 	45	 
	8.05
	 	Compliance with Statutes, etc.	 	 	45	 
	8.06
	 	Compliance with Environmental Laws	 	 	45	 
	8.07
	 	End of Fiscal Years; Fiscal Quarters	 	 	46	 
	8.08
	 	Performance of Obligations	 	 	46	 
	8.09
	 	Payment of Taxes	 	 	46	 
	8.10
	 	Additional Security; Further Assurances	 	 	46	 
	8.11
	 	Interest Rate Protection	 	 	48	 
	 
	 	 	 	 	 	 
	SECTION 9.
	 	Negative Covenants	 	 	48	 
	9.01
	 	Liens	 	 	48	 
	9.02
	 	Consolidation, Merger, Sale or Purchase of Assets, etc.	 	 	51	 
	9.03
	 	Dividends, etc.	 	 	54	 
	9.04
	 	Indebtedness	 	 	56	 
	9.05
	 	Advances, Investments and Loans	 	 	57	 
	9.06
	 	Transactions with Affiliates	 	 	59	 
	9.07
	 	Capital Expenditures	 	 	60	 
	9.08
	 	Leverage Ratio	 	 	61	 
	9.09
	 	Minimum Consolidated EBITDA	 	 	61	 
	9.10
	 	Consolidated Fixed Charge Coverage Ratio	 	 	63	 






(ii)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	9.11
	 	Limitation on Voluntary Payments and Modifications of Indebtedness;
Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.	 	 	63	 
	9.12
	 	Limitation on Certain Restrictions on Subsidiaries	 	 	63	 
	9.13
	 	Limitation on Issuance of Capital Stock	 	 	64	 
	9.14
	 	Business	 	 	64	 
	9.15
	 	Limitation on the Creation of Subsidiaries	 	 	65	 
	9.16
	 	Restriction on Tax Consolidation	 	 	65	 
	9.17
	 	Anti-Terrorism Law; Anti-Money Laundering	 	 	65	 
	9.18
	 	Embargoed Person	 	 	65	 
	 
	 	 	 	 	 	 
	SECTION 10.
	 	Events of Default	 	 	66	 
	10.01
	 	Payments	 	 	66	 
	10.02
	 	Representations, etc.	 	 	66	 
	10.03
	 	Covenants	 	 	66	 
	10.04
	 	Default Under Other Agreements	 	 	66	 
	10.05
	 	Bankruptcy, etc.	 	 	66	 
	10.06
	 	ERISA	 	 	67	 
	10.07
	 	Security Documents	 	 	67	 
	10.08
	 	Guaranty	 	 	67	 
	10.09
	 	Judgments	 	 	67	 
	10.10
	 	Change of Control	 	 	68	 
	 
	 	 	 	 	 	 
	SECTION 11.
	 	Definitions and Accounting Terms	 	 	68	 
	11.01
	 	Defined Terms	 	 	68	 
	 
	 	 	 	 	 	 
	SECTION 12.
	 	The Administrative Agent	 	 	96	 
	12.01
	 	Appointment	 	 	96	 
	12.02
	 	Nature of Duties	 	 	96	 
	12.03
	 	Lack of Reliance on the Administrative Agent	 	 	96	 
	12.04
	 	Certain Rights of the Administrative Agent	 	 	97	 
	12.05
	 	Reliance	 	 	97	 
	12.06
	 	Indemnification	 	 	97	 
	12.07
	 	The Administrative Agent in Its Individual Capacity	 	 	97	 
	12.08
	 	Holders	 	 	98	 
	12.09
	 	Resignation by the Administrative Agent	 	 	98	 
	 
	 	 	 	 	 	 
	SECTION 13.
	 	Miscellaneous	 	 	98	 
	13.01
	 	Payment of Expenses, etc.	 	 	98	 
	13.02
	 	Right of Set-off	 	 	99	 
	13.03
	 	Notices	 	 	100	 
	13.04
	 	Benefit of Agreement	 	 	100	 
	13.05
	 	No Waiver; Remedies Cumulative	 	 	102	 
	13.06
	 	Payments Pro Rata	 	 	102	 
	13.07
	 	Calculations; Computations	 	 	102	 
	13.08
	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	 	 	103	 
	13.09
	 	Counterparts	 	 	104	 
	13.10
	 	Effectiveness	 	 	104	 






(iii)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	13.11
	 	Headings Descriptive	 	 	104	 
	13.12
	 	Amendment or Waiver; etc.	 	 	104	 
	13.13
	 	Survival	 	 	105	 
	13.14
	 	Domicile of Loans	 	 	106	 
	13.15
	 	Register	 	 	106	 
	13.16
	 	Confidentiality	 	 	106	 
	13.17
	 	Rules of Construction	 	 	107	 
	13.18
	 	USA PATRIOT Act	 	 	107	 
	 
	 	 	 	 	 	 
	SECTION 14.
	 	Guaranty	 	 	107	 
	14.01
	 	The Guaranty	 	 	107	 
	14.02
	 	Obligations Unconditional	 	 	108	 
	14.03
	 	Reinstatement	 	 	109	 
	14.04
	 	Subrogation; Subordination	 	 	109	 
	14.05
	 	Remedies	 	 	110	 
	14.06
	 	Instrument for the Payment of Money	 	 	110	 
	14.07
	 	Continuing Guarantee	 	 	110	 
	14.08
	 	General Limitation on Guarantee Obligations	 	 	110	 
	14.09
	 	Special Provisions Regarding Pledges of Equity Interests in, and
     Promissory Notes Owed by, Persons Not Organized in the United States	 	 	110	 






	 	 	 
	ANNEX I

	 	Commitments
	ANNEX II

	 	Bank Addresses






SCHEDULES 1




	 	 	 
	SCHEDULE 7.01

	 	Corporate Status
	SCHEDULE 7.13

	 	Properties
	SCHEDULE 7.15

	 	Subsidiaries
	SCHEDULE 7.22

	 	Indebtedness
	SCHEDULE 8.03

	 	Insurance
	SCHEDULE 9.01

	 	Existing Liens
	SCHEDULE 9.05

	 	Investments
	SCHEDULE 9.06

	 	Transactions with Affiliates






EXHIBITS 2




	 	 	 
	EXHIBIT A

	 	Form of Notice of Borrowing








 




			
	1	 	Except for Schedule 8.11 which is deleted and Schedules 7.01, 7.15, 7.22 and 8.03, Schedules are not being amended. The original schedules are attached hereto for your convenience.
	 
	2	 	Except for Exhibit B-1 which is deleted and Exhibits C and D, Exhibits are not being amended. The original exhibits are attached hereto for your convenience.






(iv)









 










	 	 	 
	EXHIBIT B-2

	 	Form of Tranche B-1 Term Note
	EXHIBIT B-3

	 	Form of Revolving Note
	EXHIBIT B-4

	 	Form of Swingline Note
	EXHIBIT C

	 	Form of Letter of Credit Request
	EXHIBIT D

	 	Form of Opinion of Mayer, Brown, Rowe & Maw LLP, Special Counsel to Holdings, the Borrower and the
Subsidiary Guarantors
	EXHIBIT E

	 	Form of Intercompany Note
	EXHIBIT F

	 	Form of Solvency Certificate
	EXHIBIT G

	 	Form of Collateral Assignment of Leases
	EXHIBIT H

	 	Form of Landlord Consent, Lien Waiver and Access Agreement
	EXHIBIT I

	 	Form of Collateral Assignment of Location Leases
	EXHIBIT J

	 	Form of Perfection Certificate
	EXHIBIT K

	 	Form of Assignment and Assumption Agreement
	EXHIBIT L

	 	Form of Security Agreement
	EXHIBIT M

	 	Form of Intercreditor Agreement
	EXHIBIT N

	 	Form of Credit Party Pledge Agreement
	EXHIBIT O

	 	Form of Holdings Pledge Agreement







(v)









 







          AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of January 25, 2002 and
as amended and restated as of December 19, 2005 among COINMACH LAUNDRY CORPORATION, a Delaware
corporation (“Holdings”), COINMACH CORPORATION, a Delaware corporation, the Subsidiary
Guarantors listed on the signature page hereto, the lending institutions from time to time party
hereto (each, a “Bank” and, collectively, the “Banks”), DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Administrative Agent and Collateral Agent, DEUTSCHE BANK SECURITIES INC., as Joint
Lead Arranger and Book Manager, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger, Book Manager,
JPMORGAN CHASE BANK, N.A., as sole Syndication Agent and FIRST UNION SECURITIES, INC., as Original
Syndication Agent, and CREDIT LYONNAIS NEW YORK BRANCH, as Original Documentation Agent. Unless
otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used
herein as therein defined.




W I T N E S S E T H :




          WHEREAS, subject to and upon the terms and conditions set forth herein, the Banks are willing
to make available to the Borrower the respective credit facilities provided for herein; and




          WHEREAS, the Borrower intends to prepay its Tranche B Term Loans under the Original Credit
Agreement with the proceeds from the Initial Tranche B-1 Term Loans; and




          WHEREAS, the parties hereto intend that (a) the Obligations under the Original Credit
Agreement that remain unpaid and outstanding as of the Amendment Effective Date shall continue to
exist under this Agreement on the terms set forth herein, (b) the loans under the Original Credit
Agreement (other than the Tranche B Term Loans) outstanding as of the Amendment Effective Date
shall be Loans under and as defined in this Agreement on the terms set forth herein, (c) any
letters of credit outstanding under the Original Credit Agreement as of the Amendment Effective
Date shall be Letters of Credit under and as defined in this Agreement, (d) the Security Documents
shall continue to secure, guarantee, support and otherwise benefit the Obligations under the
Original Credit Agreement as well as the other Obligations of the Borrower and the other Credit
Parties under this Agreement (including, without limitation, Obligations in respect of the Tranche
B-1 Term Loans) and the other Credit Documents and (e) all schedules and exhibits to the Original
Credit Agreement shall be incorporated by reference herein, mutatis mutandis, except for and to the
extent that Exhibits B-2 and D are expressly amended and restated in connection herewith and
Exhibit B-1 and Schedule 8.11 to the Original Credit Agreement are deleted in their entirety;




          NOW, THEREFORE, IT IS AGREED:




          SECTION 1. Amount and Terms of Credit.




          1.01 The Commitments.




          (a) Subject to and upon the terms and conditions set forth herein, each Bank with an Initial
Tranche B-1 Term Loan Commitment (collectively, the “Initial Tranche B-1 Term Loan Banks”)
severally agrees to make on the Amendment Effective Date a term loan (each such term loan, an
“Initial Tranche B-1 Term Loan” and, collectively, the “Initial Tranche B-1 Term
Loans”) to the Borrower, which Initial Tranche B-1 Term Loans (i) shall be made and initially
maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche
B-1 Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all
Tranche B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and
(ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the
Initial Tranche B-1 Term Loan Commitment of such Bank on the Amendment Effective Date (before
giving effect to any reductions thereto




 









 







on such date pursuant to Section 3.03(a)). Once repaid,
Initial Tranche B-1 Term Loans incurred hereunder may not be reborrowed.




          (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Second
Draw Tranche B-1 Term Loan Commitment (collectively, the “Second Draw Tranche B-1 Term Loan
Banks” and, together with the Initial Tranche B-1 Term Loan Banks, the “Tranche B-1 Term
Loan Banks”) severally agrees to make on a Business Day on or before February 28, 2006 (such
date, the “Second Draw Date”) a term loan (each such term loan, a “Second Draw Tranche
B-1 Term Loan” and, collectively, the “Second Draw Tranche B-1 Term Loans” and together
with the Initial Tranche B-1 Term Loans, the “Tranche B-1 Term Loans”) to the Borrower,
which Second Draw Tranche B-1 Term Loans (i) shall be made and initially maintained as a single
Borrowing of Base Rate Loans (subject to the option to convert such Second Draw Tranche B-1 Term
Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided
in Section 1.11(b), all Second Draw Tranche B-1 Term Loans comprising the same Borrowing shall at
all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal
amount, an amount which equals the Second Draw Tranche B-1 Term Loan Commitment of such Bank on the
Second Draw Date (before giving effect to any reductions thereto on such date pursuant to Section
3.03(b)). Once repaid, Second Draw Tranche B-1 Term Loans incurred hereunder may not be
reborrowed.




          (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving
Loan Commitment (“Revolving Loan Banks”) severally agrees, at any time and from time to
time prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each,
a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which
Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans;
provided that except as otherwise specifically provided in Section 1.11(b), all Revolving
Loans comprising the same Borrowing shall at all times be of the same Type, and provided,
further, that if made on the Original Effective Date or the three subsequent Business Days,
as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section
1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not
exceed for any Bank at any time outstanding that aggregate principal amount which, when added to
the product of (y) such Bank’s Adjusted Revolving Loan Percentage and (z) the aggregate amount of
all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid
Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the
incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan
Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time
outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans
then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence
of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect.




          (d) Subject to and upon the terms and conditions set forth herein, DBTCA agrees to make at any
time and from time to time prior to the Swingline Expiry Date, a loan or loans to the Borrower
(each, a “Swingline Loan” and, collectively, the “Swingline Loans”), which
Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal
amount at any time outstanding, when combined with the aggregate principal amount of all Revolving
Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which
are repaid with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total
Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at
any time outstanding the Maximum






-2-









 







Swingline Amount. DBTCA shall not be obligated to make any
Swingline Loans at a time when a Bank Default exists unless DBTCA has entered into arrangements
satisfactory to it and the Borrower to eliminate DBTCA’s risk with respect to each Bank’s
(including any Defaulting Bank’s) participation in such Swingline Loans, including by cash
collateralizing such Defaulting Bank’s or Banks’ Percentage of the outstanding Swingline Loans.
DBTCA will not make a Swingline Loan after it has received written notice from the Borrower or the
Required Banks stating that a Default or an Event of Default exists until such time as DBTCA shall
have received a written notice of (i) rescission of such notice from the party or parties
originally delivering the same or (ii) a waiver of such Default or Event of Default from the
Required Banks.




          (e) On any Business Day, DBTCA may, in its sole discretion, give notice to the Revolving Loan
Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of
Revolving Loans (provided that each such notice shall be deemed to have been automatically
given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the
exercise of any of the remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory
Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Loan
Banks pro rata based on each Bank’s Percentage, and the proceeds thereof shall be applied directly
to repay DBTCA for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably
agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing
in the amount and in the manner specified in the preceding sentence and on the date specified in
writing by DBTCA notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with
the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii)
whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an
Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v)
any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In
the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than DBTCA) hereby
agrees that it shall forthwith purchase from DBTCA (without recourse or warranty) such assignment
of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share
in such Swingline Loans ratably based upon their respective Percentages; provided that all
interest payable on the Swingline Loans shall be for the account of DBTCA until the date the
respective assignment is purchased and, to the extent attributable to the purchased assignment,
shall be payable to the Bank purchasing same from and after such date of purchase.




          1.02 Additional Loan Commitments.




          (a) At any time on or after the Amendment Effective Date, so long as no Default or Event of
Default has occurred and is continuing, the Borrower may, upon five (5) Business Days’ prior
written notice to the Administrative Agent, request on one or more occasions that the Total
Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to an
aggregate amount of $25,000,000; provided, further that the Total Revolving Loan
Commitment, after giving effect to all such increases, shall not exceed $100,000,000; and
provided that none of the Revolving Loan Banks as of the date of such request shall be under any obligation to increase its Revolving Loan
Commitment. Such notice shall specify (i) the amount by which the Total Revolving Loan Commitment
is requested to increase, (ii) the effective date of such requested increase, which date shall not
be less than five (5) Business Days nor more than 60 days following the date of such written
notice, (iii) the name and contact information of the New Bank or New Banks (which may include one
or more existing Banks) the Borrower is requesting provide such increase to the Total Revolving
Loan Commitment, and (iv) contain a certification





-3-









 







from an Authorized Officer of the Borrower
stating that the applicable conditions precedent in Section 6.01 have been met as of the date of
such notice.




          (b) If the Borrower has requested that one or more financial institutions that at such time
are not Banks hereunder but that shall qualify as Eligible Transferees (each a “New Bank”)
provide a requested increase in the Total Revolving Loan Commitment, then such New Bank or New
Banks shall be permitted by the Administrative Agent to, and thereafter shall, provide such
Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment
provided by a New Bank shall be in a minimum amount of $5,000,000. Following satisfaction of the
notice requirement in clause (a) above and the conditions in clauses (b) and (c) of this Section,
upon the effective date set forth in such notice, each New Bank shall thereafter be a Revolving
Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges
afforded a Revolving Loan Bank hereunder and subject to the obligations of a Revolving Loan Bank
hereunder to the extent of its Revolving Loan Commitment. Annex I to this Agreement shall be
deemed amended to reflect the increase in the Total Revolving Loan Commitment caused by the
inclusion of the Revolving Loan Commitment of the New Bank or New Banks. Concurrently with the
effectiveness of such increase, (i) the New Bank or New Banks shall fund an amount to the
Administrative Agent such that, after giving effect thereto and to all prior fundings by such New
Bank hereunder (if any), its Percentage of the aggregate principal amount of Revolving Loans then
outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings,
if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans), shall be outstanding and (ii) the
Administrative Agent shall distribute to each Revolving Loan Bank (excluding such New Bank or New
Banks) its pro rata share of such funding, in each case so that after giving effect thereto, each
Revolving Loan Bank’s, including the New Bank’s or New Banks’, participation in the Revolving
Loans, Swingline Loans and Unpaid Drawings, if any, will be
pro rata based on its Percentage after
giving effect to the adjustments in such Percentages necessary to reflect such increase in the
Total Revolving Loan Commitment. Further, the Borrower shall pay to each Revolving Loan Bank all
amounts due under Section 1.12 as a result of adding any New Banks.




          (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the
conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower,
the Banks and the New Banks, if any, shall have executed and delivered such other documentation as
shall be reasonably required by the Administrative Agent to evidence such increase in the Total
Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.




          1.03 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of
Tranche B-1 Term Loans shall not be less than $1,000,000 and, in each case, if greater, shall be,
in each case, in an integral multiple of $500,000. The aggregate principal amount of each
Borrowing of any Tranche of Revolving Loans shall not be less than $500,000 and, if greater, shall
be in an integral multiple of $100,000. More than one Borrowing may occur on the same date, but at
no time shall there be outstanding more than twelve Borrowings of Eurodollar Loans. The principal amount of each Borrowing of Swingline Loans shall not be less than $250,000
and, if greater, shall be in an integral multiple of $50,000.




          1.04 Notice of Borrowing.




          (a) Whenever the Borrower desires to make a Borrowing hereunder (excluding Borrowings of
Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the
Administrative Agent at its Notice Office at least one Business Day’s prior written (or telephonic
promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’
prior





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written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be
made hereunder; provided that any such notice shall be deemed to have been given on a
certain day only if given before 12:00 Noon (New York time) on such day (each such written notice
or written confirmation of telephonic notice a “Notice of Borrowing”). Except as otherwise
expressly provided in Section 1.11, whenever the Borrower desires to incur Swingline Loans
hereunder, it shall provide DBTCA with a Notice of Borrowing not later than 12:00 Noon (New York
time) on the day such Swingline Loan is to be made hereunder. Each such notice shall be
irrevocable and shall (x) specify in each case the date of such Borrowing (which shall be a
Business Day) and (y) be given by the Borrower in the form of Exhibit A, appropriately
completed to specify the aggregate principal amount of Loans to be made pursuant to such Borrowing,
the date of such Borrowing (which shall be a Business Day), whether the Loans being made pursuant
to such Borrowing shall constitute Tranche B-1 Term Loans or Revolving Loans and whether, subject
to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be
initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial
Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank
which is required to make Loans of the Tranche specified in the respective Notice of Borrowing,
notice of such proposed Borrowing, of such Bank’s proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.




          (b) Without in any way limiting the obligation of the Borrower to confirm in writing any
telephonic notice of any Borrowing of Loans, the Administrative Agent may act without liability
upon the basis of telephonic notice of such Borrowing reasonably believed by the Administrative
Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of written
confirmation. The Administrative Agent’s or DBTCA’s, as the case may be, record of the terms of
such telephonic notice of such Borrowing shall be conclusive absent manifest error.




          (c) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(e), with the
Borrower hereby irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of
Mandatory Borrowings as set forth in such Section 1.01(e).




          1.05 Disbursement of Funds. No later than 12:00 Noon (New York time) on the date specified
in each Notice of Borrowing, each Bank with a Commitment of the respective Tranche will make
available its pro rata portion of each such Borrowing requested to be made on such date (or in the
case of Swingline Loans, DBTCA shall make available the full amount thereof). All such amounts
shall be made available in Dollars and in immediately available funds at the Payment Office of the
Administrative Agent, and the Administrative Agent will make available to the Borrower at the
Payment Office the aggregate of the amounts so made available by the Banks. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of Borrowing that such
Bank does not intend to make available to the Administrative Agent such Bank’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that
such Bank has made such amount available to the Administrative Agent on such date of Borrowing and
the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without
obligation to do so) make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Bank, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such
Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall
immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover on demand from such Bank or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower until the date such
corresponding





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amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if
recovered from such Bank, at the overnight Federal Funds Rate and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to
Section 1.09. Nothing in this Section 1.05 shall be deemed to relieve any Bank from its obligation
to make Loans hereunder or to prejudice any rights which the Borrower may have against any Bank as
a result of any failure by such Bank to make Loans hereunder.




          1.06 Notes.




          (a) Upon the written request of a Bank, the Borrower’s obligation to pay the principal of, and
interest on, the Loans made by each Bank shall be evidenced (i) if Tranche B-1 Term Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit
B-2 with blanks appropriately completed in conformity herewith (each, a “Tranche B-1 Term
Note” and, collectively, the “Tranche B-1 Term Notes”), (ii) if Revolving Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a
“Revolving Note” and, collectively, the “Revolving Notes”) and (iii) if Swingline
Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form
of Exhibit B-4 with blanks appropriately completed in conformity herewith (the
“Swingline Note”).




          (b) [Reserved]




          (c) The Tranche B-1 Term Note issued to each Bank shall (i) be executed by the Borrower, (ii)
be payable to the order of such Bank and be dated the Amendment Effective Date or the Second Draw
Date, as the case may be, (iii) be in a stated principal amount equal to the Tranche B-1 Term Loans
made by such Bank on the Amendment Effective Date or the Second Draw Date, as the case may be, and
be payable in the principal amount of Tranche B-1 Term Loans evidenced thereby, (iv) mature on the
Tranche B-1 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and
the other Credit Documents.




          (d) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be
payable to the order of such Bank and be dated the Amendment Effective Date, (iii) be in a stated
principal amount equal to the Revolving Loan Commitment of such Bank on the Amendment Effective
Date (or in the case of any New Bank, the date such New Bank became a party to this Agreement pursuant to Section 1.02) and be payable in the principal amount of Revolving Loans evidenced
thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the
case may be, evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section
4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.




          (e) Each Bank will note on its internal records the amount of each Loan made by it and each
payment in respect thereof and will prior to any transfer of any of its Notes endorse on the
reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make
any such notation shall not affect the Borrower’s obligations in respect of such Loans.




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          (f) The Swingline Note issued to DBTCA shall (i) be executed by the Borrower, (ii) be payable
to the order of DBTCA and be dated the Amendment Effective Date, (iii) be in a stated principal
amount equal to the Maximum Swingline Amount and be payable in the principal amount of the
outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear
interest as provided in Section 1.09 in respect of Base Rate Loans evidenced thereby, (vi) be
subject to voluntary prepayments as provided in Section 4.01 and mandatory repayments as provided
in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.




          1.07 Conversions; Continuations. The Borrower shall have the option to convert, all or a
portion equal to at least (x) in the case of a conversion of Tranche B-1 Term Loans, $5,000,000
(and, if greater, in an integral multiple of $500,000) and (y) in the case of a conversion of
Revolving Loans, $1,000,000 (and, if greater, in an integral multiple of $100,000), of the
outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the
same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type
of Loan; provided that (i) except as otherwise provided in Section 1.11(b), Eurodollar
Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable
to the Loans being converted and no such partial conversion of Eurodollar Loans shall reduce the
outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less
than (x) in the case of Tranche B-1 Term Loans, $5,000,000 and (y) in the case of Revolving Loans,
$1,000,000, (ii) Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event
of Default is in existence on the date of the conversion, and (iii) no conversion pursuant to this
Section 1.07 shall result in a greater number of Eurodollar Borrowings than is permitted under
Section 1.03. The Borrower shall also have the option at the end of any Interest Period to
continue all or a portion of any Eurodollar Loan for an additional Interest Period. Each such
conversion or continuation shall be effected by the Borrower giving the Administrative Agent at its
Notice Office prior to 12:00 Noon (New York time) at least three Business Days’ prior notice (each,
a “Notice of Conversion”) specifying the Loans to be so converted or continued, the
Borrowing(s) pursuant to which such Loans were made and, if to be converted into or continued as
Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Bank prompt notice of any such proposed conversion or continuation affecting any of
its Loans; provided that the failure of the Administrative Agent to give any such notice
shall not affect the rights or obligations of the Borrower hereunder.




          1.08 Pro Rata Borrowings. All Borrowings of Initial Tranche B-1 Term Loans, Second Draw
Tranche B-1 Term Loans and Revolving Loans under this Agreement shall be incurred from the Banks
pro rata on the basis of their respective Initial Tranche B-1 Term Loan Commitments, Second Draw
Tranche B-1 Term Loan Commitments or Revolving Loan Commitments, as the case may be. It is understood that no Bank shall be
responsible for any default by any other Bank of its obligation to make Loans hereunder and that
each Bank shall be obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Bank to make its Loans hereunder.




          1.09 Interest.




          (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Base
Rate Loan from the date the proceeds thereof are made available to the Borrower until the earlier
of (i) the maturity (whether by acceleration or otherwise) of such Base Rate Loan and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.07, at a rate per
annum which shall be equal to the sum of the Applicable Base Rate Margin plus the Base Rate in
effect from time to time.





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          (b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each
Eurodollar Loan for each day of each Interest Period applicable thereto, at a rate per annum equal
to the sum of the Applicable Eurodollar Margin plus the Eurodollar Rate for such Interest Period.




          (c) Overdue principal and, to the extent permitted by law, overdue interest in respect of each
Loan and any other overdue amount payable hereunder shall, in each case, bear interest until paid
in full at a rate per annum equal to the greater of (x) 2% per annum in excess of the rate
otherwise applicable to Base Rate Loans of the respective Tranche of Loans from time to time and
(y) the rate which is 2% in excess of the rate then borne by the respective Loans, in each case
with such interest to be payable on demand.




          (d) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base
Rate Loan, quarterly in arrears on each Quarterly Payment Date, (ii) in respect of each Eurodollar
Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, on any repayment or prepayment (on
the amount repaid or prepaid), upon conversion, at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.




          (e) Upon each Interest Determination Date, the Administrative Agent shall determine the
Eurodollar Rate for each Interest Period applicable to Eurodollar Loans and shall promptly notify
the Borrower and the applicable Banks thereof. Each such determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto.




          (f) All computations of interest hereunder shall be made in accordance with Section 13.07(b).




          1.10 Interest Periods. At the time it gives any Notice of Borrowing or Notice of
Conversion in respect of the making of, or conversion into, any Eurodollar Loan (in the case of the
initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of
an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect, by giving the Administrative Agent notice
thereof, the interest period (each, an “Interest Period”) applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three or six-month
period; provided that:





     (i) the initial Interest Period for any Eurodollar Loan shall commence on the date of
Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Loan
of a different Type) and each Interest Period occurring thereafter in respect of such
Eurodollar Loan shall commence on the day on which the next preceding Interest Period
applicable thereto expires;




     (ii) if any Interest Period relating to a Eurodollar Loan begins on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the last Business Day of such calendar month;




     (iii) if any Interest Period would otherwise expire on a day which is not a Business
Day, such Interest Period shall expire on the next succeeding Business Day;
provided, however, that if any Interest Period for a Eurodollar Loan would
otherwise expire on a day which is not a Business Day but is a day of the month after which
no further Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day;



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     (iv) no Interest Period may be selected at any time when a Default or Event of Default
is then in existence;




     (v) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be
selected which extends beyond the respective Maturity Date for such Tranche of Loans;




     (vi) no Interest Period in respect of any Borrowing of Tranche B-1 Term Loans shall be
selected which extends beyond any date upon which a mandatory repayment of such Tranche B-1
Term Loans will be required to be made under Section 4.02(c) or (d), as the case may be, if
the aggregate principal amount of Tranche B-1 Term Loans which have Interest Periods which
will expire after such date will be in excess of the aggregate principal amount of Tranche
B-1 Term Loans then outstanding less the aggregate amount of such required prepayment; and




     (vii) until (x) the 30th day following the Amendment Effective Date solely with respect
to Initial Tranche B-1 Term Loans and (y) the 30th day following the Second Draw
Date solely with respect to Second Draw Tranche B-1 Term Loans, no Interest Period shall be
greater than one month, with any subsequent Interest Periods to begin on the last day of the
prior one month Interest Period theretofore in effect.



          If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans,
the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be
applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected
to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such
current Interest Period.




          1.11 Increased Costs, Illegality, etc.




          (a) In the event that any Bank shall have determined (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):





     (i) on any Interest Determination Date that, by reason of any changes arising after the
Original Effective Date affecting the interbank Eurodollar market, adequate and fair means
do not exist for ascertaining the applicable interest rate on the basis provided for in the
definition of Eurodollar Rate; or




     (ii) at any time, that such Bank shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x)
any Change in Law since the Original Effective Date, such as, for example, but not limited
to: (A) a change in Covered Taxes resulting from the payment to any Bank of the principal
of or interest such Eurodollar Loan or any other amounts payable hereunder, but without
duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a
change in official reserve requirements, but, in all events, excluding reserves required
under Regulation D to the extent included in the computation of the Eurodollar Rate and/or
(y) other circumstances since the Original Effective Date affecting such Bank or the
interbank Eurodollar market or the position of such Bank in such market; or




     (iii) at any time, that the making or continuance of any Eurodollar Loan has been made
(x) unlawful by any law or governmental rule, regulation or order, (y) impossible by
compliance by any Bank in good faith with any governmental request (whether or not having
force of



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law) or (z) impracticable as a result of a contingency occurring after the Original
Effective Date which materially and adversely affects the interbank Eurodollar market;


then, and in any such event, such Bank (or the Administrative Agent, in the case of clause (i)
above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except
in the case of clause (i) above, to the Administrative Agent of such determination (which notice
the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall at the option of the Borrower (i) be deemed rescinded by the
Borrower or (ii) be deemed to constitute a Notice of Borrowing or Notice of Conversion to, as
applicable, Base Rate Loans, (y) in the case of clause (ii) above, the Borrower shall pay to such
Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as such Bank reasonably in its sole
discretion shall determine) as shall be required to compensate such Bank for such increased costs
or reductions in amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing the basis for the calculation thereof, submitted to the Borrower
by such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all
the parties hereto) and (z) in the case of clause (iii) above, each Eurodollar Loan of the affected
Bank(s) shall be converted to a Base Rate Loan either on the last day of the then current Interest
Period or, if such Bank shall determine that it may not lawfully maintain and fund such Eurodollar
Loan to such day, immediately. Each of the Administrative Agent and each Bank agrees that if it
gives notice to the Borrower of any of the events described in clause (i) or (iii) above, it shall
promptly notify the Borrower and, in the case of any such Bank, the Administrative Agent, if such
event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a
Bank, the obligations of such Bank to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions contained
herein shall be reinstated.




          (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section
1.11(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the
circumstances described in Section 1.11(a)(iii) shall) either (x) if the affected Eurodollar Loan
is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving
the Administrative Agent telephonic notice (confirmed in writing) on the same date that the
Borrower was notified by the affected Bank pursuant to Section 1.11(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to
the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base
Rate Loan; provided that, if more than one Bank is affected at any time, then all affected
Banks must be treated the same pursuant to this Section 1.11(b).




          (c) If at any time after the Original Effective Date, any Bank determines that the
introduction of or any change in any applicable law or governmental rule, regulation, order,
guideline, directive or request (whether or not having the force of law) concerning capital
adequacy, or any change in interpretation or administration thereof by any governmental authority,
central bank or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Bank or any corporation controlling such Bank based
on the existence of such Bank’s Commitments hereunder or its obligations hereunder, then the
Borrower shall pay to such Bank, upon its written demand therefor, such additional amounts as shall
be required to compensate such Bank or such other corporation for the increased cost to such Bank
or such other corporation or the reduction in the rate of return to such Bank or such other
corporation as a result of such increase of capital. Such Bank’s reasonable good faith




-10-









 







determination of compensation owing under this Section 1.11(c) shall, absent manifest error, be
final and conclusive and binding on all the parties hereto. Each Bank, upon determining that any
additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written
notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such
additional amounts, although the failure to give any such notice shall not release or diminish the
Borrower’s obligations to pay additional amounts pursuant to this Section 1.11(c) upon the
subsequent receipt of such notice.




          1.12 Compensation. The Borrower shall compensate each Bank, upon its written request
(which request shall set forth the reason for requesting such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds required by such
Bank to fund its Eurodollar Loans but excluding any loss of anticipated margin or profit) which
such Bank may sustain: (i) if for any reason (other than a default by such Bank) a Borrowing of,
or conversion from or into, Eurodollar Loans does not occur on a date specified therefor in a
Notice of Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 1.11(a)); (ii) if any repayment (including any repayment made
pursuant to Section 4.02 or as a result of an acceleration of the Loans pursuant to Section 10) or
conversion of any of its Eurodollar Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on
any date specified in a notice of prepayment given by the Borrower; or (iv) as a consequence of (x)
any other default by the Borrower to repay its Loans when required by the terms of this Agreement
or any Note held by such Bank or (y) any election made pursuant to Section 1.11(b) or Section 1.14.
Calculation of all amounts payable to a Bank under this Section 1.12 shall be made as though that
Bank had actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit
bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having
maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Bank to a
domestic office of that Bank in the United States of America; provided, however,
that each Bank may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing
assumption shall be utilized only for the calculation of amounts payable under this Section 1.12.




          1.13 Change of Lending Office. Each Bank agrees that on the occurrence of any event giving
rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 2.05 or Section
4.04 with respect to such Bank, it will, if requested by the Borrower, use reasonable good faith
efforts (subject to overall policy considerations of such Bank) to designate another lending office
for any Loans or Letters of Credit affected by such event; provided that such designation
is made on such terms that such Bank and its lending office suffer no significant economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to
the operation of such Section. Nothing in this Section 1.13 shall affect or postpone any of the
obligations of the Borrower or the right of any Bank provided in Sections 1.11, 2.05 and 4.04.




          1.14 Replacement of Banks. (x) If any Bank becomes a Defaulting Bank, (y) upon the
occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section
1.11(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging
to the Borrower increased costs in excess of those being generally charged by the other Banks or
becoming incapable of making Eurodollar Loans, or (z) as provided in Section 13.12(b) in the case
of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the Required Banks, the
Borrower shall have the right, if no Default or Event of Default will exist immediately after
giving effect to the respective replacement, to replace such Bank (the “Replaced Bank”)
with one or more other Eligible Transferee or Eligible Transferees,





-11-









 







none of whom shall constitute a
Defaulting Bank at the time of such replacement, reasonably acceptable to the Administrative Agent
(collectively, the “Replacement Bank”); provided that (i) at the time of any
replacement pursuant to this Section 1.14, the Replacement Bank shall enter into one or more
Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable
pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the
Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case
where a Replacement Bank becomes a Revolving Loan Bank participations in Letters of Credit and
Swingline Loans by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced
Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and
all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all
Unpaid Drawings and Swingline Loans that have been funded by (and not reimbursed to) such Replaced
Bank, together with all then unpaid interest with respect thereto at such time, and (C) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section
3.01 and (y) DBTCA an amount equal to such Replaced Bank’s Adjusted Revolving Loan Percentage (for
this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding
sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such
time remains an Unpaid Drawing) or Swingline Loans to the extent such amount was not theretofore
funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank
(other than those specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing
under Section 1.12) shall be paid in full to such Replaced Bank concurrently with such replacement.
Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts
referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to
the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and, unless
the respective Replaced Bank continues to have outstanding Tranche B-1 Term Loans hereunder, the
Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04,
13.01 and 13.06) and the other Credit Documents, which shall survive as to such Replaced Bank and
(y) the Adjusted Revolving Loan Percentages or Adjusted Second Draw Tranche B-1 Term Loan
Percentages, as applicable, of the Banks shall be automatically adjusted at such time to give
effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or
more Non-Defaulting Banks).




          SECTION 2. Letters of Credit.




          2.01 Letters of Credit.




          (a) Subject to and upon the terms and conditions herein set forth, the Borrower may request
that any Issuing Bank issue, at any time and from time to time prior to the Revolving Loan Maturity
Date, for the account of the Borrower and for the benefit of any holder (or any trustee, agent or
other similar representative for any such holders) of L/C Supportable Indebtedness of the Borrower
or any Subsidiary Guarantor, an irrevocable standby letter of credit, in a form customarily used by
such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such
standby letter of credit, a “Letter of Credit”) in support of such L/C Supportable
Indebtedness.




          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount
of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid on the date of, and prior to the issuance of the respective Letter of Credit) at such time,
would exceed either (x) $15,000,000 or (y) when added to the aggregate principal amount of all
Revolving Loans and Swingline Loans made by Non-Defaulting Banks and then outstanding, an amount
equal to the





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Adjusted Total Revolving Loan Commitment at such time, (ii) each Letter of Credit
shall by its terms terminate on or before the date which occurs 12 months after the date of the
issuance thereof but not beyond the 10th Business Day prior to the Revolving Loan Maturity Date
(although any such Letter of Credit may be extendible for successive periods of up to 12 months,
but not beyond the 10th Business Day prior to the Revolving Loan Maturity Date), on terms
acceptable to the Issuing Bank thereof) and (iii) each Letter of Credit shall be denominated in
Dollars and shall be issued on a sight basis.




          (c) The letters of credit issued under the Existing Credit Agreement that are outstanding on
the Amendment Effective Date shall be deemed to be Letters of Credit issued on the Amendment
Effective Date.




          2.02 Letter of Credit Requests.




          (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Administrative Agent and the respective Issuing Bank at least two Business
Days’ (or such shorter period as is acceptable to the respective Issuing Bank) written notice
thereof. Each notice shall be in the form of Exhibit C to the Original Credit Agreement
(each, a “Letter of Credit Request”).




          (b) The making of each Letter of Credit Request shall be deemed to be a representation and
warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not
violate the requirements of, Section 2.01(b). Unless the respective Issuing Bank has received
notice from any Bank before it issues a Letter of Credit that one or more of the conditions
specified in Sections 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit
would violate Section 2.01(b), then such Issuing Bank shall issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Bank’s usual and customary
practices. Upon the issuance of any Letter of Credit or any amendment thereto, the Issuing Bank
shall promptly notify the Borrower and Administrative Agent, in writing, of such issuance or
amendment, and such notice shall be accompanied by a copy of such issuance or amendment. Upon
receipt of such notice, the Administrative Agent shall notify each Bank of such issuance or
amendment.




          2.03 Letter of Credit Participations.




          (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing
Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment,
other than a Defaulting Bank or such Issuing Bank (each such Bank, in its capacity under this
Section 2.03, a “Participant”), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Bank, without recourse or
warranty, an undivided interest and participation, to the extent of such Participant’s Adjusted
Revolving Loan Percentage, in such Letter of Credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted
Revolving Loan Percentages of the Banks pursuant to Section 1.14 or 13.04 or as a result of a Bank
Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant to this Section
2.03 to reflect the new Adjusted Revolving Loan Percentages of the assignor and assignee Bank or of
all Banks with Revolving Loan Commitments (other than Defaulting Banks), as the case may be.




          (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no
obligation relative to the other Banks other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and that they appear to comply
on




-13-









 







their face with the requirements of such Letter of Credit. Any action taken or omitted to be
taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in
the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any
resulting liability to the Borrower or any Bank.




          (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the
Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section
2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly
notify each Participant, of such failure, and each Participant shall promptly and unconditionally
pay to such Issuing Bank the amount of such Participant’s Adjusted Revolving Loan Percentage of
such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so
notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund
a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in
Dollars such Participant’s Adjusted Revolving Loan Percentage of the amount of such payment on such
Business Day in same day funds. If and to the extent such Participant shall not have so made its
Adjusted Revolving Loan Percentage of the amount of such payment available to such Issuing Bank,
such Participant agrees to pay to such Issuing Bank forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The
failure of any Participant to make available to such Issuing Bank its Adjusted Revolving Loan
Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its
obligation hereunder to make available to such Issuing Bank its Adjusted Revolving Loan Percentage
of any Letter of Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to such Issuing Bank such
other Participant’s Adjusted Revolving Loan Percentage of any such payment.




          (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it
has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank
shall pay to each Participant which has paid its Adjusted Revolving Loan Percentage thereof, an
amount equal to such Participant’s share (based upon the proportionate aggregate amount originally
funded by such Participant to the aggregate amount funded by all Participants) of the principal
amount of such reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.




          (e) Upon the request of any Participant, the Administrative Agent shall furnish to such
Participant copies of any Letter of Credit or amendment.




          (f) The obligations of the Participants to make payments to each Issuing Bank with respect to
Letters of Credit issued by it shall be irrevocable and not subject to any qualification or
exception whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the following
circumstances:





     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;




     (ii) the existence of any claim, set-off, defense or other right which the Borrower or
any of its Subsidiaries may have at any time against a beneficiary named in a Letter of
Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), the Administrative Agent, any Participant, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions contemplated herein
or any unrelated transactions



-14-









 






(including any underlying transaction between the Borrower and
the beneficiary named in any such Letter of Credit);




     (iii) any draft, certificate or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;




     (iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents; or




     (v) the occurrence of any Default or Event of Default unless the Issuing Bank has
received written notice from the Borrower or the Required Banks stating that a Default or an
Event of Default exists prior to the issuance of a Letter of Credit.



          2.04 Agreement to Repay Letter of Credit Payments.




          (a) The Borrower hereby agrees to reimburse the respective Issuing Bank, by making payment to
the Administrative Agent in immediately available funds at the Payment Office, for any payment or
disbursement made by it under any Letter of Credit (each such amount, so paid until reimbursed, an
“Unpaid Drawing”), no later than one Business Day after the date of such payment or
disbursement, with interest on the amount so paid or disbursed by such Issuing Bank, to the extent
not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such Issuing Bank was
reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from
time to time plus the Applicable Base Rate Margin for Revolving Loans; provided,
however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time)
on the third Business Day following such payment or disbursement, interest shall thereafter accrue
on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at
a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base
Rate Margin plus 2%, in each such case, with interest to be payable on demand. The respective
Issuing Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit;
provided that the failure to give any such notice shall in no way affect, impair or
diminish the Borrower’s obligations hereunder.




          (b) The obligations of the Borrower under this Section 2.04 to reimburse the respective
Issuing Bank with respect to drawings on Letters of Credit (each, a “Drawing”) (including,
in each case, interest thereon) shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or
have had against any Bank (including in its capacity as issuer of the Letter of Credit or as
Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing, the respective Issuing Bank’s only obligation to the Borrower being to confirm that any
documents required to be delivered under such Letter of Credit appear to have been delivered and
that they appear to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of
Credit if taken or omitted in the absence of gross negligence or willful misconduct, as determined
by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting
liability to the Borrower.




          2.05 Increased Costs. If at any time after the Original Effective Date, any Change in Law
by any Governmental Authority charged with the interpretation or administration thereof, or
compliance by any Issuing Bank or any Participant with any request or directive by any such
authority (whether or not having the force of law), or any change in GAAP, shall either (i) impose,
modify or make applicable





-15-









 







any reserve, deposit, capital adequacy or similar requirement against
letters of credit issued by any Issuing Bank or participated in by any Participant, or (ii) impose
on any Issuing Bank or any Participant any other conditions relating, directly or indirectly, to
this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the
cost to any Issuing Bank or any Participant of issuing, maintaining or participating in any Letter
of Credit, or reduce the amount of any sum received or receivable by any Issuing Bank or any
Participant hereunder or reduce the rate of return on its capital with respect to Letters of
Credit, but without duplication of any amounts payable in respect of taxes pursuant to Section
4.04(a), then, upon demand to the Borrower by such Issuing Bank or any Participant (a copy of which
demand shall be sent by such Issuing Bank or such Participant to the Administrative Agent), the
Borrower shall pay to such Issuing Bank or such Participant such additional amount or amounts as
will compensate such Bank for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this Section 2.05, will give
prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Bank or such Participant (a copy of which certificate
shall be sent by such Issuing Bank or such Participant to the Administrative Agent), setting forth
in reasonable detail the basis for the calculation of such additional amount or amounts necessary
to compensate such Issuing Bank or such Participant. The certificate required to be delivered
pursuant to this Section 2.05 shall, if delivered in good faith and absent manifest error, be final
and conclusive and binding on the Borrower.




          SECTION 3. Commitment Commission; Fees; Reductions of Commitment.




          3.01 Fees.




          (a) (i) The Borrower agrees to pay the Administrative Agent for distribution to each
Non-Defaulting Bank with a Revolving Loan Commitment a commitment commission (the “Commitment
Commission”) for the period from the Effective Date (or in the case of a New Bank, the date as
of which such New Bank incurs a Revolving Loan Commitment) to and including the Revolving Loan
Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall have been
terminated), computed at a rate equal to the Applicable Percentage on the daily Unutilized
Revolving Loan Commitment of such Non-Defaulting Bank. Accrued Commitment Commission shall be due
and payable quarterly in arrears on each Quarterly Payment Date and on the Revolving Loan Maturity
Date or such earlier date upon which the Total Revolving Loan Commitment is terminated.




          (ii) The Borrower agrees to pay the Administrative Agent for distribution to each
Non-Defaulting Bank with a Second Draw Tranche B-1 Term Loan Commitment (based on their respective
Adjusted Second Draw Tranche B-1 Term Loan Commitment Percentage) a commitment fee (the
“Commitment Fee”) for the period from the Amendment Effective Date to and including the
Second Draw Date computed at a rate equal to 1.25% per annum on the Second Draw Tranche B-1 Term
Loan Commitment of such Non-Defaulting Bank. Accrued Commitment Fee shall be due and payable on
the earliest of (x) the date any Second Draw Tranche B-1 Term Loan Commitment is reduced in
accordance with Section 3.02 hereof (solely with respect to such reduced Commitment), (y) the
Second Draw Date or (z) February 28, 2006.




          (b) The Borrower agrees to pay to the Administrative Agent for distribution to each
Non-Defaulting Bank with a Revolving Loan Commitment (based on their respective Adjusted Revolving
Loan Percentages) a fee in respect of each Letter of Credit issued hereunder (the “Letter of
Credit Fee”), for the period from and including the date of issuance of such Letter of Credit
to and including the termination of such Letter of Credit, computed at a rate per annum equal to
the Applicable Eurodollar Margin for Revolving Loans as in effect from time to time on the daily
Stated Amount of such Letters of Credit.





-16-









 








Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the
termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.




          (c) The Borrower agrees to pay to the respective Issuing Bank, for its own account, a facing
fee in respect of each Letter of Credit issued for its account hereunder (the “Facing Fee”)
for the period from and including the date of issuance of such Letter of Credit to and including
the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the
daily Stated Amount of such Letter of Credit; provided that in no event shall the annual
Facing Fee with respect to each Letter of Credit be less than $500. Accrued Facing Fees shall be due and payable quarterly in arrears
on each Quarterly Payment Date and on the date upon which the Total Revolving Loan Commitment has
been terminated and such Letter of Credit has been terminated in accordance with its terms.




          (d) The Borrower shall pay, upon each drawing under, issuance of, or amendment to, any Letter
of Credit, such amounts as shall at the time of such event be the administrative charge and the
reasonable expenses which the respective Issuing Bank is generally imposing in connection with such
occurrence with respect to letters of credit.




          (e) The Borrower shall pay to each of the Agents, for their own respective accounts, such
other fees as have been agreed to in writing by the Borrower and such Agent, in each case, when and
as due.




          (f) All computations of fees hereunder shall be made in accordance with Section 13.07(b).




          3.02 Voluntary Termination of Unutilized Commitments.




          (a) Upon at least three Business Days’ prior notice to the Administrative Agent at its Notice
Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the
Borrower shall have the right, at any time or from time to time after the Amendment Effective Date,
without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment and/or the
Second Draw Tranche B-1 Term Loan Commitment in each case, in whole or in part, in integral
multiples of $1,000,000 in the case of partial reductions to the Total Unutilized Revolving Loan
Commitments; provided that (i) each such reduction shall apply proportionately to
permanently reduce pro rata the Revolving Loan Commitment or Second Draw Tranche B-1 Term Loan
Commitment, as the case may be, of each Bank with such a Commitment and (ii) any reduction to the
Total Unutilized Revolving Loan Commitments shall in no case be in an amount which would cause the
applicable Revolving Loan Commitment of any Bank to be reduced (as required by preceding clause
(i)) by an amount which exceeds the applicable Total Unutilized Revolving Loan Commitments of such
Bank as in effect immediately before giving effect to such reduction.




          (b) In the event of certain refusals by a Bank as provided in Section 13.12(b) to consent to
certain proposed changes, waivers, discharges or terminations with respect to this Agreement which
have been approved by the Required Banks, and subject to obtaining the consents required by Section
13.12(b), the Borrower may, upon five Business Days’ written notice to the Administrative Agent at
its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the
Banks) terminate all of the Revolving Loan Commitments of such Bank so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts, owing to such Bank (other than
amounts owing in respect of the Tranche B-1 Term Loans maintained by such Bank, if such Loans are
not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of
such termination (at which





-17-









 







time Annex I shall be deemed modified to reflect such changed amounts),
and at such time, unless the respective Bank continues to have outstanding Loans and/or commitments
hereunder, such Bank shall no longer constitute a “Bank” for purposes of this Agreement, except
with respect to indemnification provisions under this Agreement (including, without limitation,
Sections 1.11, 1.12, 2.05, 4.04, 13.01 and 13.06) and the other Credit Documents, which shall
survive as to such repaid Bank.




          3.03 Mandatory Reduction of Commitments.




          (a) In addition to any other mandatory commitment reductions pursuant to this Section 3.03,
the aggregate Initial Tranche B-1 Term Loan Commitment (and the Initial Tranche B-1 Term Loan
Commitment of each Bank) shall terminate in its entirety on the Amendment Effective Date (after
giving effect to the making of the Initial Tranche B-1 Term Loans on such date).




          (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03,
the aggregate Second Draw Tranche B-1 Term Loan Commitment (and the Second Draw Tranche B-1 Term
Loan Commitment of each Bank) shall terminate in its entirety on the earlier to occur of the Second
Draw Date (after giving effect to the making of the Second Draw Tranche B-1 Term Loans on such
date) or, if the Second Draw Date does not occur on or before February 28, 2006, then February 28,
2006.




          (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03,
the Total Revolving Loan Commitment (and the applicable Revolving Loan Commitment of each Bank)
shall terminate in its entirety on the Revolving Loan Maturity Date.




          (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03,
the Swingline Commitment shall terminate in its entirety on the Swingline Expiry Date.




          SECTION 4. Prepayments; Payments; Taxes.




          4.01 Voluntary Prepayments.




          (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in
whole or in part at any time and from time to time on the following terms and conditions: (i) the
Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice
Office (x) at least one Business Day prior to the date that a prepayment of Base Rate Loans is to
be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to
prepay Base Rate Loans, (y) at least three Business Days’ prior written notice (or telephonic
notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Tranche B-1
Term Loans, Revolving Loans or Swingline Loans shall be prepaid, and (z) on the same day that a
prepayment of Swingline Loans is to be made prior written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay Swingline Loans, the amount of such prepayment and
the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, which notice, except in the case of Swingline Loans, the
Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in
an aggregate principal amount of at least (x) $1,000,000 (or, if less, the full amount of such
outstanding Loans) in the case of Tranche B-1 Term Loans, (y) $250,000 (or, if less, the full
amount of such outstanding Loans) in the case of Revolving Loans or (z) $100,000 (or, if less, the
full amount of Swingline Loans then outstanding) in the case of Swingline Loans; provided
that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the case
of Tranche B-1 Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such
Borrowing may




-18-









 








not be continued as a Borrowing of Eurodollar Loans and any election of an Interest
Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments
of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period
applicable thereto shall be accompanied by the amounts required under Section 1.12; (iv) each
prepayment in respect of any Tranche B-1 Term Loans made pursuant to a Borrowing shall, except as
set forth below, be applied pro rata among such Tranche B-1 Term Loans; and (v) in the event of
certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Banks, the Borrower may, upon five (5) Business Days’ written notice to the Administrative
Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative
Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and
unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to
each Tranche which gave rise to the need to obtain such Bank’s individual consent) in accordance
with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any
Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated
concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection
with the repayment pursuant to this clause (v) have been obtained; provided that at the
Borrower’s election (and with the consent of the Administrative Agent, unless the Administrative
Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this
Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank.
Each prepayment of principal of Tranche B-1 Term Loans pursuant to this Section 4.01 shall be
applied to reduce, in order of maturity for Scheduled Repayments, the Scheduled Repayments
remaining for the next succeeding 12 months (as of the date of such prepayment) of such Tranche B-1
Term Loans and thereafter, to the then remaining Scheduled Repayments of such Tranche B-1 Term
Loans pro rata based upon the then remaining principal amount of each Scheduled Repayment.




          (b) [Reserved]




          4.02 Mandatory Repayments and Commitment Reductions.




          (a) On any day on which the sum of (i) the aggregate outstanding principal amount of Revolving
Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made
by Non-Defaulting Banks plus (ii) the Letter of Credit Outstanding as then in effect exceeds the
Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such date
the principal of Swingline Loans and, if no Swingline Loans are or remain outstanding, Revolving
Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the
prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the
aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan
Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment
Office on such date an amount of cash or Cash Equivalents equal to the amount of such excess (up to
a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash
Equivalents to be held as security for all obligations of the Borrower to Non-Defaulting Banks
hereunder in a cash collateral account to be established by the Administrative Agent.




          (b) On any day on which the aggregate outstanding principal amount of the Revolving Loans made
by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower
shall upon prior written notice from such Defaulting Bank prepay principal of Revolving Loans of
such Defaulting Bank in an amount equal to such excess.




          (c) [Reserved]




-19-









 








          (d) In addition to any other mandatory repayments or commitment reductions pursuant to this
Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal
amount of Tranche B-1 Term Loans, to the extent then outstanding, as is set forth opposite such
date under the heading “Initial Amount” if the Second Draw Tranche B-1 Term Loans are not made and
under the heading “Total Amount” if the Second Draw Tranche B-1 Term Loans are made on the Second
Draw Date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02, a
“Tranche B-1 Term Loan Scheduled Repayment,” and each such date, a “Tranche B-1 Term
Loan Scheduled Repayment Date”):




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total
	Tranche B-1 Term Loan Scheduled Repayment Date	 	Initial Amount	 	Amount**
	Quarterly Payment Date in March 2006
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in June 2006
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in September 2006
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in December 2006
	 	$	575,000.00	 	 	$	575,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2007
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in June 2007
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in September 2007
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in December 2007
	 	$	575,000.00	 	 	$	575,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2008
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in June 2008
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in September 2008
	 	$	575,000.00	 	 	$	575,000.00	 
	Quarterly Payment Date in December 2008
	 	$	575,000.00	 	 	$	575,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2009
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in June 2009
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in September 2009
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in December 2009
	 	$	575,000.00	 	 	$	1,425,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2010
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in June 2010
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in September 2010
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in December 2010
	 	$	575,000.00	 	 	$	1,425,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2011
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in June 2011
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in September 2011
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in December 2011
	 	$	575,000.00	 	 	$	1,425,000.00	 
	 
	 	 	 	 	 	 	 	 
	Quarterly Payment Date in March 2012
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in June 2012
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Quarterly Payment Date in September 2012
	 	$	575,000.00	 	 	$	1,425,000.00	 
	Tranche B-1 Term Loan Maturity Date
	 	$	214,475,000.00	 	 	$	541,725,000.00	 








 




			
	**	 	In the event that the Second Draw Tranche B-1 Term Loans actually made are less than the
aggregate Second Draw Tranche B-1 Term Loan Commitments in effect on the Amendment Effective Date,
then each Tranche B-1 Term Loan Scheduled Repayment, beginning with the Quarterly Payment Date in
March 2009 through and including




-20-









 









			
	 	 	the Tranche B-1 Term Loan Maturity Date, shall be reduced on a pro rata basis
to give effect to the lower Second Draw Tranche B-1 Term Loans actually made.





          (e) In addition to any other mandatory repayments or commitment reductions pursuant to
this Section 4.02, on each date after the Original Effective Date upon which the Borrower or any of
its Subsidiaries receives any proceeds from any incurrence by the Borrower or any of its
Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred in accordance with
clauses (a) through (g) and (i) through (n) of Section 9.04), an amount equal to 100% of the cash
proceeds (net of underwriting discounts and commissions and other costs associated therewith
including, without limitation, legal and other professional fees and expenses) of the respective
incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding
Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l);
provided that, in addition to the exceptions set forth above, so long as no Default or
Event of Default then exists, the proceeds of any Indebtedness incurred in accordance with Section
9.04(h) shall not be required to be so applied on such date to the extent that such proceeds are
used to (x) consummate a Permitted Acquisition within 90 days after the receipt of such proceeds,
(y) refinance Indebtedness previously incurred in accordance with Section 9.04(h) or (z) repay
outstanding Revolving Loans in an amount equal to the lesser of (I) the amount of cash
consideration paid or payable in respect of all Permitted Acquisitions consummated since the
Effective Date minus the amount of Indebtedness incurred in accordance with Section 9.04(h) to
effect such Permitted Acquisitions and (II) the aggregate amount of Revolving Loans outstanding on
the date of the incurrence of such Indebtedness.




          (f) In addition to any other mandatory repayments or commitment reductions pursuant to this
Section 4.02, on each date after the Original Effective Date upon which the Borrower or any of its
Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held
thereby, but excluding (i) sales or transfers of inventory or equipment in the ordinary course of
business (including, without limitation, sales or transfers of inventory or equipment to
Subsidiaries), (ii) the sale or other disposition of obsolete equipment or inventory, (iii) the
sale of overdue receivables or liquidation or sale of Cash Equivalents in the ordinary course of
business, (iv) sales of assets between the Borrower and Subsidiary Guarantors and/or sales of
assets between Subsidiary Guarantors and (v) sales or transfers of assets up to an aggregate amount
of $1,000,000 in any fiscal year, in each case to the extent permitted by Section 9.02), an amount
equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of
principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections
4.02(k) and (l); provided that, in addition to the exceptions set forth above, so long as
no Default or Event of Default then exists, up to an aggregate of $15,000,000 of Net Sale Proceeds
in any fiscal year shall not be required to be so applied on the date of receipt thereof to the
extent that the Borrower has delivered a certificate to the Administrative Agent within 15 days
following such date stating that such Net Sale Proceeds shall be reinvested or shall be committed
to be reinvested in the Business within 180 days following such date (and to the extent the asset
sold constituted Collateral, the assets in which such Net Sales Proceeds are reinvested shall be
pledged as Collateral pursuant to the appropriate Security Documents); and provided,
further, that if all or any portion of such Net Sale Proceeds not required to be applied to
the repayment of Term Loans pursuant to the preceding proviso are either (a) not so used or
committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds or (b)
if committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds and
not so used within 270 days after the date of receipt of such Net Sale Proceeds, then, in either
such case, such remaining portion not used or committed to be used in the case of the preceding
clause (a) and not used in the case of the preceding clause (b) shall be applied on the date which
is 180 days after the date of receipt of such Net Sale Proceeds in the case of clause (a) above or
the date occurring 270 days after the date of receipt of such Net Sale Proceeds in the case of
clause (b) above as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in
accordance with the requirements of Sections 4.02(k) and (l).





-21-









 






          (g) [RESERVED].




          (h) In addition to any other mandatory repayments pursuant to this Section 4.02, on each
Excess Cash Payment Date, an amount, if positive, equal to 50% of Excess Cash Flow for the relevant
Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding
Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l).




          (i) In addition to any other mandatory repayments or commitment reductions pursuant to this
Section 4.02, within 10 days following each date after the Original Effective Date on which
Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal
to 100% of the net proceeds of such Recovery Event (net of reasonable costs and taxes incurred in
connection with such Recovery Event including any amounts paid by the Borrower in connection with
self-insurance payments or obligations but excluding proceeds of business interruption insurance)
shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in
accordance with the requirements of Sections 4.02(k) and (l); provided that (x) so long as
no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such
proceeds shall not be required to be so applied on such date to the extent that the Borrower has
delivered a certificate to the Administrative Agent on or prior to such date stating that such
proceeds shall be used to replace or restore any properties or assets in respect of which such
proceeds were paid within 180 days following the date of such Recovery Event (which certificate
shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or
Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds
$5,000,000, (b) the amount of such proceeds is at least equal to 90% of the cost of replacement or
restoration of the properties or assets in respect of which such proceeds were paid as determined
by the Borrower and as supported by such estimates or bids from contractors or subcontractors or
such other supporting information as the Administrative Agent may reasonably request, and (c) the
Borrower has delivered to the Administrative Agent a certificate on or prior to the date the
application would otherwise be required pursuant to this Section 4.02(i) in the form described in
clause (x) above and also certifying its determination as required by preceding clause (b), then
the entire amount and not just the portion in excess of $5,000,000 shall be deposited with the
Administrative Agent pursuant to a cash collateral arrangement satisfactory to the Administrative
Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay
actual costs incurred by it in connection with the replacement or restoration of the respective
properties or assets (pursuant to such certification requirements as may be established by the
Administrative Agent); provided, further, that at any time while an Event of
Default has occurred and is continuing (other than an Event of Default existing solely as a result
of the violation of any or all of Sections 9.08, 9.09 and 9.10, but in each case only if, and to
the extent, that the violation of said covenant has occurred as a result of the underlying event
giving rise to the Recovery Event), the Required Banks may direct the Administrative Agent (in
which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow
said directions) to apply any or all proceeds then on deposit in such collateral account to the
repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to
Section 7.4 of the Security Agreement; and provided, further, that if all or any
portion of such proceeds not required to be applied to the repayment of Tranche B-1 Term Loans
pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either
(A) not so used or committed to be so used within 180 days after the date of the respective
Recovery Event or (B) if committed to be used within 180 days after the date of receipt of such
proceeds and not so used within 270 days after the date of the respective Recovery Event, then, in
either such case, such remaining portion not used or committed to be used in the case of preceding
clause (A) and not used in the case of preceding clause (B) shall be applied on the date which is
270 days after the date of the receipt of proceeds from the respective Recovery Event in the case
of clause (A) above or the date occurring 270 days after the date of the receipt of proceeds from
the respective Recovery Event in the case of clause (B) above as a mandatory





-22-









 







repayment of principal
of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and
(l).




          (j) In addition to any other mandatory repayments pursuant to this Section 4.02, solely to the
extent the Merger Event has not been consummated on or before June 19, 2006, on each date on or
after June 19, 2006, upon which any of the Borrower or any of its Subsidiaries receives any
proceeds in cash or Cash Equivalents from any capital contribution from or sale or issuance of its
equity to any Person (other than (x) Holdings to the extent such proceeds are from a capital
contribution from the sale or issuance of equity by any direct or indirect parent of the Borrower
to GTCR or (y) the Borrower or its Subsidiaries), an amount equal to 50% of the net proceeds (net
of underwriting discounts and commissions and other costs associated therewith including, without
limitation, legal and other professional fees and expenses) of such capital contribution or sale or
issuance of its equity shall be applied as a mandatory repayment of principal of outstanding
Tranche B-1 Term Loans in accordance with the requirements of Section 4.02(k) and (l);
provided that, in addition to the exceptions set forth above, so long as no Default or
Event of Default then exists, the proceeds from any capital contribution or sale or issuance of
such equity shall not be required to be so applied on such date to the extent such proceeds are
used to consummate a Permitted Acquisition. Notwithstanding anything to the contrary, no mandatory
prepayments shall be required under this Section 4.02(j) at any time on or after the consummation
of the Merger Event.




          (k) Any amount required to be applied to Tranche B-1 Term Loans pursuant to Sections 4.02(e),
(f), (h), (i) and (j) shall be applied to repay the outstanding principal amount of Tranche B-1
Term Loans then outstanding and, if no Tranche B-1 Term Loans remain outstanding, all such amounts
shall be applied to repay outstanding borrowings under the Revolving Loans. The amount of each
principal repayment of Tranche B-1 Term Loans made as required by Section 4.02(e), (f), (h), (i)
and (j) shall be applied to reduce the then remaining Scheduled Repayments of Tranche B-1 Term
Loans pro rata based upon the then remaining principal amount of each Scheduled Repayment.




          (l) With respect to each repayment of Loans required by this Section 4.02, the Borrower may
designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which
made; provided that (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may
only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans
of the respective Tranche with Interest Periods ending on such date of required repayment and all
Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans
made pursuant to such Borrowing to an amount less than (x) in the case of Tranche B-1 Term Loans,
$5,000,000 and (y) in the case of Revolving
Loans, $1,000,000, such Borrowing shall be converted at the end of the then current Interest
Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to
a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its sole discretion.




          (m) [Reserved]




          (n) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all other
then outstanding Loans shall be repaid in full on the respective Maturity Date for such Loans.




          4.03 Method and Place of Payment. Except as otherwise specifically provided herein, all
payments under this Agreement or any Note shall be made to the Administrative Agent for the account
of the Bank or Banks entitled thereto not later than 1:00 P.M. (New York time) on the date when due
and




-23-









 







shall be made in Dollars in immediately available funds at the Payment Office of the
Administrative Agent. Whenever any payment to be made hereunder or under any Note shall be stated
to be due on a day which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest shall be payable at
the applicable rate during such extension.




          4.04 Net Payments.




          (a) Except as provided in this Section 4.04, all payments made by the Borrower to each Bank or
any Agent under this Agreement or under any Note shall be made without setoff, counterclaim or
other defense and, free and clear of, and without deduction or withholding for, any Covered Taxes
levied or imposed by any Governmental Authority with respect to such payments. In addition, the
Borrower agrees to pay any current or future stamp, intangible or documentary taxes or any other
excise or property taxes, charges or similar levies (including mortgage recording taxes and similar
fees but not including any Excluded Taxes) that arise from the execution, delivery or registration
of or otherwise with respect to (other than as to any payments, Taxes on which shall be governed by
the preceding sentence) this Agreement, or any other document in connection with this Agreement or
any Note (all such taxes, charges and levies are hereinafter referred to as, collectively,
“Other Taxes”).




          (b) If the Borrower shall be required by law to deduct or withhold any Covered Taxes from or
in respect of any sum payable hereunder to any Bank or any Agent, then except as provided in this
Section 4.04, (i) the sum payable shall be increased as necessary so that after making all such
required deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section 4.04) such Bank or such Agent, 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) the Borrower shall make such deductions and withholdings; and (iii) the Borrower
shall pay the full amount deducted or withheld to the relevant taxing authority or other authority
in accordance with applicable law. Within 30 days after the date of any payment by the Borrower of
Covered Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent the original
or a certified copy of a receipt evidencing payment thereof, or other evidence of payment
reasonably satisfactory to the Administrative Agent.




          (c) The Borrower agrees to indemnify and hold harmless each Bank and each Agent for (i) the
full amount of Covered Taxes (including any Covered Taxes imposed on amounts payable under this
Section 4.04) which arise from any payment made under this Agreement or any Note and are paid by
such Bank or such Agent and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Covered Taxes were
correctly or legally asserted, and (ii) any Taxes paid or payable by such Bank or such Agent (the
amount of which will be determined by such Bank or such Agent in its sole discretion, and will be
binding on all parties to this Agreement unless manifestly unreasonable) which were levied or
imposed by any Governmental Authority on any additional amounts paid by the Borrower under this
Section 4.04. A certificate as to the amount of any such required indemnification payment prepared
with a reasonable basis by the Bank or such Agent shall be final, conclusive and binding for all
purposes. Payment under this indemnification shall be made within 30 days after the date such Bank
or such Agent makes written demand therefor by the delivery of such certificate.




          (d) If a Bank or Agent receives a refund or credit of Taxes paid by the Borrower pursuant to
paragraph (b) or (c) of this Section 4.04, then such Bank or such Agent shall promptly repay the
Borrower such amount as the Bank or Administrative Agent determines will leave it, after such
payment, in no better or worse financial position than if the Taxes giving rise to such refund or
credit had never been imposed in the instance; provided, however, that if, due to
any adjustment of such Taxes, such Bank





-24-









 







or such Agent loses the benefit of all or any portion of
such refund or credit, the Borrower will indemnify and hold harmless such Bank or such Agent in
accordance with this subsection; provided, further, however, that such Bank
will determine the amount of any such refund or credit, and the amount of any lost benefit in
respect thereof, in its sole discretion, and such determinations will be binding on all parties to
this Agreement unless manifestly unreasonable. Nothing in this Section 4.04(d) shall require any
Bank to disclose its tax returns to any of Holdings, the Borrower, any of their respective
Subsidiaries or GTCR.




          (e) If the Borrower is required to pay additional amounts to any Bank or any Agent on behalf
of any Bank pursuant to this Section 4.04, then such Bank shall use reasonable efforts (consistent
with legal and regulatory restrictions) to change the jurisdiction of its Lending Office or take
other appropriate action so as to eliminate any such additional payment by the Borrower which may
thereafter accrue, if such change or other action in the reasonable judgment of such Bank is not
otherwise disadvantageous to such Bank.




          (f) (a) Each Bank which is a U.S. Person (as defined in Section 7701(a)(30) of the Code)
agrees that it shall, no later than the Original Effective Date (or, (x) in the case of a Bank that
first makes a Tranche B-1 Term Loan or first has a Tranche B-1 Term Loan Commitment on the
Amendment Effective Date, the Amendment Effective Date or (y) in the case of a Bank which becomes a
party hereto after the Amendment Effective Date, the date upon which such Bank becomes a party
hereto), deliver to the Administrative Agent and to the Borrower through the Administrative Agent
two accurate and complete signed originals of Internal Revenue Service Form W-9 or any successor
thereto, as appropriate.





     (i) Each Bank which is not a U.S. Person (as defined in Section 7701(a)(30) of the
Code) agrees that it shall, no later than the Original Effective Date (or, (x) in the case
of a Bank that first makes a Tranche B-1 Term Loan or first has a Tranche B-1 Term Loan
Commitment on Amendment Effective Date, the Amendment Effective Date or (y) in the case of a
Bank which becomes a party hereto after the Amendment Effective Date, the date upon which
such Bank becomes a party hereto), deliver to the Administrative Agent and to the Borrower
through the Administrative Agent (x) two accurate and complete signed originals of Internal
Revenue Service
Form W-8ECI (certifying the Bank’s status as beneficial owner and entitlement to
exemption from withholding on the income as effectively connected with the conduct of a U.S.
trade or business) or W-8BEN (certifying the Bank’s status as beneficial owner and
entitlement to the benefits, if any, of an income tax treaty) or any successor thereto, as
appropriate, or (y) if such Bank is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN
pursuant to clause (x) above, a certificate (any such certificate, a “Section 4.04(f)
Certificate”) and, in the case of either clause (x) or (y), two accurate and complete
original signed copies of Internal Revenue Service Form W-8BEN (certifying the Bank’s status
as beneficial owner).




     (ii) Each Bank shall, before or promptly after the occurrence of any event (including
the passing of time) requiring a change in or renewal of the most recent Form W-9, Form
W-8ECI, Form W-8BEN or Section 4.04(f) Certificate previously delivered by such Bank,
deliver to the Administrative Agent and to the Borrower through the Administrative Agent two
accurate and complete original signed copies of Form W-9, Form W-8ECI, Form W-8BEN or a
Section 4.04(f) Certificate, as the case may be, in replacement of the forms previously
delivered by such Bank.




     (iii) Each Bank shall, unless unable to do so by virtue of a Change in Law occurring
after the date such Bank becomes a party hereto, certify (to the extent it has not already
done so in clause (i) or clause (ii)) (x) either (1) that it is entitled to receive payments
under this Agreement without deduction or withholding of any United States federal income
taxes, or (2) in the case of



-25-









 






an assignee Bank that becomes a party hereto after the Original
Effective Date, that it is subject to deduction or withholding of United States federal
income taxes at a rate no greater than the rate applicable to the assignor Bank, and (y)
that it is entitled to an exemption from United States backup withholding tax.




     (iv) Notwithstanding the foregoing provisions of this subsection (f) or any other
provision of this Section 4.04 following the date it becomes a party hereto, no Bank shall
be required to deliver any form pursuant to this Section 4.04 if such Bank is not then
legally able to do so as result of a Change in Law that occurs following the date it becomes
a party hereto.



          (g) The Borrower will not be required to pay any additional amount in respect of Taxes
pursuant to this Section 4.04 to any Bank or to the Administrative Agent with respect to any Bank
if (i) the obligation to pay such additional amount would not have arisen but for a failure by such
Bank to comply with its obligations under subsection 4.04(f) or (ii) in the case of an assignee
Bank, to the extent Borrower would not have been obligated to pay such additional amount to the
assignor Bank, except to the extent the obligation to pay an excess additional amount to the
assignee Bank resulted from a Change in Law occurring after the date the assignee Bank became a
party hereto.




          SECTION 5. Conditions Precedent to Loans.




          5.01 Initial Loans. The occurrence of the Amendment Effective Date pursuant to
Section 13.10 is subject to the satisfaction of the following conditions:




          (a) Execution of Agreement; Notes On or prior to the Amendment Effective Date (i) this Agreement shall have been executed and
delivered as provided in Section 13.10, (ii) if requested by any Bank in writing, there shall have
been delivered to the Administrative Agent for the account of each of such Bank the appropriate
Note executed by the Borrower, in each case in the amount, maturity and as otherwise provided
herein and (iii) the Amendment Agreement shall have been executed and delivered by each Credit
Party, the Administrative Agent, the Issuing Bank, the Swingline Lender, each Revolving Loan Bank
and each Bank with a Tranche B-1 Term Loan Commitment in accordance with its terms.




          (b) Payment of Fees and Interest. (i) On or before the Amendment Effective Date, all
costs, fees and expenses, and all other compensation contemplated by this Agreement or any other
agreement with any of the Agents due to any of the Agents, or the Banks (including, without
limitation, legal fees and expenses) shall have been paid to the extent then due and (ii) on the
Amendment Effective Date, the Borrower shall have paid, simultaneously with the making of the
Initial Tranche B-1 Term Loans, to all Banks holding Tranche B Term Loans, all accrued and unpaid
interest on the Tranche B Term Loans, in each case, to but not including the Amendment Effective
Date.




          (c) Opinions of Counsel. On the Amendment Effective Date, the Agents shall have
received, with sufficient copies for each Bank, from Mayer, Brown, Rowe & Maw LLP, special counsel
to Holdings, the Borrower and the Subsidiary Guarantors, an opinion addressed to the Agents, the
Collateral Agent and each of the Banks and dated as of the Amendment Effective Date covering the
matters set forth in Exhibit D and such opinions of local counsel to Holdings, the Borrower and the
Subsidiary Guarantors as the Agents may reasonably request, addressed to the Agents, the Collateral
Agent and each of the Banks dated as of the Amendment Effective Date.




          (d) Corporate Documents; Proceedings; etc.





-26-









 









     (i) On the Amendment Effective Date, the Agents shall have received a certificate,
dated as of the Amendment Effective Date, signed by an Authorized Officer and attested to by
the Secretary or any Assistant Secretary of each Credit Party, together with copies of the
Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such
Credit Party referred to in such certificate, and the foregoing shall be reasonably
acceptable to the Agents.




     (ii) All corporate and legal proceedings and all material instruments and agreements in
connection with the transactions contemplated by the Credit Documents shall be reasonably
satisfactory in form and substance to the Agents and the Required Banks, and the Agents
shall have received all information and copies of all documents and papers, including
records of corporate proceedings, governmental approvals, good standing certificates and
bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested
in connection therewith, such documents and papers where appropriate to be certified by
proper corporate or Governmental Authorities.




     (iii) The Administrative Agent shall have received from Holdings and each Credit Party
an incumbency certificate, dated as of the Amendment Effective Date and signed by the
Authorized Officers, giving the name and bearing a specimen signature of each individual who
shall sign, in the name and on behalf of each of Holdings, the Borrower and its
Subsidiaries, each of the Credit Documents and related agreements.



          (e) Solvency Certificate. On or before the Amendment Effective Date, the Borrower shall
cause to be delivered to the Agents a solvency certificate from the chief financial officer of the
Borrower substantially in the form of Exhibit F hereto.




          (f) Officer’s Certificate. On the Amendment Effective Date, the Agents shall have received
certificates, with sufficient copies for each Bank, dated such date signed by an appropriate
officer of the Borrower, stating that all of the applicable conditions set forth in this Section
5.01 exist as of such date and confirming compliance with the conditions precedent set forth in
Section 6.01.




          (g) Guarantees. Each Subsidiary Guarantor existing on the Amendment Effective Date shall
have duly authorized, executed and delivered a counterpart of this Agreement.




          (h) Holdings Pledge Agreement; Credit Party Pledge Agreement; Collateral Assignment of
Leases; Collateral Assignment of Location Leases.





     (i) On the Amendment Effective Date,
Holdings shall have duly authorized, executed and delivered the Amendment No. 2 to Holdings
Pledge Agreement to the Collateral Agent for the benefit of the Secured Creditors and such
Holdings Pledge Agreement, as amended, shall be in full force and effect on such date.




     (ii) On the Amendment Effective Date, each Credit Party shall have duly authorized,
executed and delivered the Amendment No. 1 to the Credit Party Pledge Agreement to the
Collateral Agent for the benefit of the Secured Creditors and such Credit Party Pledge
Agreement, as amended, shall be in full force and effect on such date.




     (iii) On the Amendment Effective Date, the Borrower and each Subsidiary Guarantor shall
have duly authorized, executed and delivered to the Collateral Agent for the benefit of the
Secured Creditors Amendment No. 1 to the Collateral Assignment of Leases, with respect to
each Principal Lease listed therein and such Collateral Assignment of Leases, as amended,
shall be substantially in full force and effect to secure the payment and performance of the
Loans hereunder and the other Obligations.



-27-









 






     (iv) On the Amendment Effective Date, the Borrower and the Subsidiary Guarantors shall
have duly authorized, executed and delivered to the Collateral Agent for the benefit of the
Secured Creditors, Amendment No. 1 to the Collateral Assignment of Location Leases, to
secure the payment and performance of the Loans hereunder and the other Obligations, with
respect to each Location Lease and such Collateral Assignment of Location Leases, as
amended, shall be substantially in full force and effect, to secure the payment and
performance of the Loans hereunder and the other Obligations.



          (i) Certain Collateral Deliveries. On the Amendment Effective Date, the Credit Parties
shall have caused to be delivered to the Collateral Agent certified copies of Requests for
Information (Form UCC-11), tax lien and judgment lien 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 Holdings, the Borrower or any Subsidiary
Guarantor as debtor and that are filed in those state and county jurisdictions in which any of the
property of Holdings, the Borrower or any Subsidiary Guarantor is located, the state and county
jurisdictions in which Holdings, the Borrower or any Subsidiary Guarantor’s principal place of
business is located and in which Holdings, the Borrower or any Subsidiary Guarantor is organized
and such other searches requested by the Collateral Agent, none of which shall disclose Liens that
encumber the Collateral covered or intended to be covered by the Security Documents, other than
those encumbrances which constitute Permitted Filings.




          (j) Litigation. On the Amendment Effective Date, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or any documentation
executed in connection therewith, or which any of the Agents shall reasonably believe could have a
Material Adverse Effect.




          (k) The Banks shall have received, sufficiently in advance of the Amendment Effective Date,
all documentation and other information required by bank regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation,
the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
including, without limitation, the information described in Section 13.18.




          5.02 Second Draw Term Loans. The making of Second Draw Tranche B-1 Term Loans on the
Second Draw Date is subject to the satisfaction of the following conditions:





     (i) At the Second Draw Date and after giving effect to the making of the Second Draw
Tranche B-1 Term Loans and the 9% Senior Notes Redemption, there shall exist no Event of
Default specified in Sections 10.01 or 10.05; and




     (ii) The 9% Senior Notes Redemption shall have been consummated or shall be consummated
contemporaneously with the making of Second Draw Tranche B-1 Term Loans.



          SECTION 6. Conditions Precedent to All Credit Events (Other Than Second Draw Term Loans).
The obligation of each Bank to make Loans (including Loans made on the Amendment Effective Date)
other than Second Draw Tranche B-1 Term Loans, and the obligation of an Issuing Bank to issue any
Letter of Credit, is subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:




          6.01 No Default; Representations and Warranties. At the time of each such Credit Event and
also after giving effect thereto (i) there shall exist no Default or Event of Default, (ii) there
shall not exist or become known any facts, conditions, or circumstances which could reasonably be





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expected to have a Material Adverse Effect, (iii) all representations and warranties contained
herein or in any other Credit Document shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on the date of the making
of such Credit Event (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date), (iv) in the case of a Revolving Loan, if the
proceeds of such Loan are to be used to fund a Permitted Acquisition, the Borrower shall have
complied with all of the requirements described in the definition of “Permitted Acquisition,” and
(v) in the case of the Credit Event specified in clause (iii) of the definition thereof, the
Borrower represents and warrants that after giving effect to the Second Draw and the consummation
of the 9% Senior Notes Redemption, the Borrower will be in compliance with the covenants set forth
in Sections 9.08 and 9.10 hereof as of the most recent Test Period (assuming, for purposes of
Sections 9.08 and 9.10, that the Second Draw and the 9% Senior Notes Redemption were consummated on
the first day of the relevant Test Period).




          6.02 Notice of Borrowing; Letter of Credit Request.




          (a) Prior to the making of each Loan, the Administrative Agent shall have received the notice
required by Section 1.03(a).




          (b) Prior to the issuance of each Letter of Credit, the Administrative Agent and the
respective Issuing Bank shall have received a Letter of Credit Request meeting the requirements of
Section 2.02(a).




          The occurrence of the Original Effective Date and each Credit Event (including the Amendment
Effective Date) and the acceptance of the proceeds of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agents and each of the Banks that all the
conditions specified in Section 5.01 (solely on the Amendment Effective Date) and in this Section 6
and applicable to the occurrence of the Amendment Effective Date and/or such Credit Event exist as
of that time (except to the extent that any of the conditions specified in Section 5.01 are
required to be satisfactory to or determined by any Bank, the Required Banks and/or the Agents).
All of the Notes, certificates, legal opinions and other documents and papers referred to in
Section 5.01 (solely on the Amendment Effective Date) and in this Section 6, unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office for the account of
each of the Banks and, except for the Notes, in sufficient counterparts for each of the Banks.




          SECTION 7. Representations, Warranties and Agreements. In order to induce the Banks to
enter into this Agreement and to make the Loans, and issue (or participate in) the Letters of
Credit as provided herein, the Borrower makes the following representations, warranties and
agreements, all of which shall survive the execution and delivery of this Agreement and the Notes
and the making of the Loans and issuance of the Letters of Credit, with the occurrence of each
Credit Event on or after the Original Effective Date being deemed to constitute a representation
and warranty that the matters specified in this Section 7 are true and correct in all material
respects on and as of the Original Effective Date and on the date of each such Credit Event (it
being understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct only as of such specified date).




          7.01 Corporate Status. Except as set forth on Schedule 7.01 hereto, the Borrower
and each of its Subsidiaries (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and
authority to own its property and assets and to transact the
business in which it is engaged and (iii) is duly qualified and is authorized





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to do business and is
in good standing in each jurisdiction where the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.




          7.02 Corporate Power and Authority. Each Credit Party has the corporate or other
organizational power and authority to execute, deliver and perform the terms and provisions of each
of the Credit Documents to which it is party and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance by it of each of such
Credit Documents. Each Credit Party has duly executed and delivered each of the Credit Documents
to which it is party, and, assuming due execution and delivery of each other party thereto, each of
such Credit Documents constitutes its legal, valid and binding obligation of such Credit Party
enforceable against such Credit Party in accordance with its terms, except to the extent that the
enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance,
preferential transfer, reorganization, moratorium or other similar laws in effect on the Original
Effective Date or thereafter relating to or affecting creditors’ rights and remedies generally, (b)
general principles of equity (whether such enforceability is considered in a proceeding in equity
or at law), and by the discretion of the court before which any proceeding therefor may be brought,
or (c) public policy considerations or court administrative, regulatory or other governmental
decisions that may limit rights to indemnification or contribution or limit or affect any covenants
or agreements relating to competition or future employment.




          7.03 No Violation. Neither the execution, delivery or performance by any Credit Party of
the Credit Documents to which it is a party, nor compliance by it with the terms and provisions
thereof, (i) will contravene any provision of any applicable law, statute, rule or regulation or
any applicable order, writ, injunction or decree of any court or governmental instrumentality, in
each case, to the extent such contravention could reasonably be expected to result in a Material
Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents)
upon any of the material properties or assets of the Borrower or any of its Subsidiaries pursuant
to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other material agreement, contract or instrument, to which the Borrower or any of its Subsidiaries
is a party or by which it or any of its property or assets is bound or to which it may be subject,
which conflict, breach or default would not reasonably be expected to have a Material Adverse
Effect or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of the
Borrower or any of its Subsidiaries.




          7.04 Governmental Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been obtained or if failed
to obtain would not reasonably be expected to have a Material Adverse Effect or (in the case of
filings, recordings or registrations) made prior to the Original Effective Date), or exemption by,
any governmental or public body or authority, or any subdivision thereof, is required to authorize,
or is required in connection with, (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any such Credit
Document.




          7.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.
ii) The audited annual and unaudited interim financial statements (as to the Borrower and as to
its Subsidiaries on a combined basis) delivered to the Banks pursuant to Section 5.14(i) of the
Original Credit Agreement or Sections 8.01(b) and (c), as applicable, present fairly in all
material respects the financial condition of the relevant Persons at the dates of said statements
and the results for the periods covered thereby. All such financial statements have been prepared
in accordance with GAAP




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consistently applied and the financial statements as of and for the fiscal
years have been audited by and accompanied by the opinion of Ernst & Young LLP, independent public
accountants, or such other independent certified public accountants of recognized national standing
reasonably acceptable to the Agents.




          (a) Since September 30, 2001, after giving effect to the Transactions, nothing has occurred
that has had or could reasonably be expected to have a Material Adverse Effect.




          (b) On and as of the Original Effective Date and the Amendment Effective Date, after giving
effect to the Indebtedness (including the Loans) being incurred and Liens created by the Borrower
in connection therewith (assuming the full utilization of all Commitments on the Original Effective
Date or Amendment Effective Date as the case may be), (a) the sum of the assets, at a going
business value (i.e., the amount that may be realized within a reasonable time, considered
to be six months to one year, either through collection or sale at the regular market value,
conceiving the latter as the amount that would be obtained for such assets within such period by a
capable and diligent businessman from an interested buyer who is willing to purchase under ordinary
selling conditions), of the Borrower will exceed its debts; (b) the Borrower has not incurred and
does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay
such debts as such debts mature; and (c) the Borrower will have sufficient capital with which to
conduct its business. For purposes of this Section 7.05(c), “debt” means any liability on
a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured; provided that to the extent any such “claim” is not fixed, liquidated and
contingent, the amount thereof shall equal the Borrower’s good faith estimate of the maximum amount
thereof.




          (c) Except as fully disclosed in the financial statements delivered pursuant to Section
7.05(a), and except for the Indebtedness incurred under this Agreement and (i) the Original
Transaction, there were as of the Original Effective Date and (ii) the Transactions, there was as
of the Amendment Effective Date, in each case no liabilities or obligations with respect to the
Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in aggregate, would be material
to the Borrower and its Subsidiaries taken as a whole. As of the Original Effective Date, the
Borrower knew and as of the Amendment Effective Date, the Borrower knows of no basis for the
assertion against it of any liability or obligation of any nature whatsoever that is not fully
disclosed in the financial statements delivered pursuant to Section 7.05(a) which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.




          (d) On and as of the Amendment Effective Date, the financial projections (the
“Projections”) previously delivered to the Administrative Agent and the Banks have been
prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time
of preparation
thereof and there are no statements or conclusions in any of the Projections which are based
upon or include information known to the Borrower to be misleading in any material respect or which
fail to take into account material information regarding the matters reported therein. On the
Amendment Effective Date, the Borrower believed that the Projections were reasonable and
attainable; it being recognized by the Banks, however, that projections as to future events are not
viewed as facts and that the actual results during the period or periods covered by the Projections
are likely to differ from the projected results and the differences could be material.





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          7.06 Litigation. There are no actions, suits or proceedings pending or, to the best
knowledge of the Borrower, threatened that could reasonably be expected to, singly or in the
aggregate, have a Material Adverse Effect.




          7.07 True and Complete Disclosure. To the best of the Borrower’s knowledge, no factual
information (taken as a whole) furnished by or on behalf of the Borrower in writing to any of the
Agents or any Bank for purposes of or in connection with this Agreement, the other Credit Documents
or any transaction contemplated herein or therein contained, and no other such factual information
(taken as a whole) furnished since the Original Effective Date by or on behalf of the Borrower in
writing to any of the Agents or any Bank will contain any untrue statement of a material fact or
omitted or will omit any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.




          7.08 Use of Proceeds; Margin Regulations. iii) All proceeds of the Initial Tranche B-1
Term Loans will be used solely to refinance the Tranche B Term Loans and any Second Draw Tranche
B-1 Term Loans shall be used by the Borrower solely to redeem the 9% Senior Notes and in each case
to pay all costs, fees and expenses in connection therewith and, to the extent any proceeds remain
after the 9% Senior Notes Redemption, for general corporate purposes.




          (a) All proceeds of Revolving Loans shall be used (subject to the terms and conditions
contained herein) for the general corporate purposes of the Borrower and its Subsidiaries.




          (b) No part of the proceeds of any Loan will be used to purchase or carry any Margin Stock or
to extend credit for the purpose of purchasing or carrying any Margin Stock in violation of
Regulation U of the Board of Governors of the Federal Reserve System. Neither the making of any
Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate
or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System.




          7.09 Tax Returns and Payments. Parent, Holdings, the Borrower and each of their respective
Subsidiaries are members of an affiliated group of corporations filing consolidated returns for
federal income tax purposes, of which Parent is the “common parent” (within the meaning of Section
1504 of the Code) of such group. Each of Parent, Holdings, the Borrower and each of their
respective Subsidiaries have timely filed or caused to be timely filed, on the due dates thereof or
within applicable grace periods, with the appropriate taxing authority, all federal Tax Returns and
all material state or other Tax Returns required to be filed by Parent, Holdings, the Borrower
and/or any of their respective Subsidiaries and each such Tax Return is complete and
correct in all material respects. Each of Parent, Holdings, the Borrower and each of their
respective Subsidiaries have paid all material Taxes due and payable by them other than those which
are not delinquent or which are contested in good faith and for which adequate reserves have been
established in accordance with GAAP. Except as disclosed in the financial statements referred to
in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit or claim
now pending or, to the best knowledge of the Borrower, threatened by any authority regarding any
Taxes relating to Parent, Holdings, the Borrower or any of their respective Subsidiaries. The
charges, accruals and reserves on the books of Parent and its Subsidiaries in respect of Taxes and
other governmental charges are, in the opinion of the Borrower, in material conformity with GAAP.
As of the Original Effective Date, none of Holdings or the Borrower or any of their respective
Subsidiaries had and as of the Amendment Effective Date, none of Parent, Holdings, the Borrower or
any of their respective Subsidiaries has entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute of limitations relating to the payment or
collection of Taxes of Parent, Holdings, the Borrower or any of their respective Subsidiaries, and
the Borrower is not aware of any circumstances that would cause the taxable years or other taxable
periods of Parent, Holdings, the




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Borrower or any of their respective Subsidiaries not to be subject
to the normally applicable statute of limitations.




          7.10 Compliance with ERISA. No ERISA Event has occurred or is reasonably expected to
occur. The present value of all accumulated benefit obligations of all underfunded Pension 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 by
more than $5,000,000 the fair market value of the assets of all such underfunded Pension Plans.
Each ERISA Entity is in compliance in all material respects with the presently applicable
provisions of ERISA and the Code with respect to each Employee Benefit Plan. Using actuarial
assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA,
the aggregate liabilities of each ERISA Entity to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect.




          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. Neither the
Borrower nor any Subsidiary have incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the
end of the most recently ended fiscal year of the Borrower or Subsidiary on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of the assets of such
Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan
are properly accrued.




          7.11 The Security Documents. iv) The provisions of the Security Agreement are effective
to create in favor of the Collateral Agent for the benefit of the Secured Creditors a
legal, valid and enforceable security interest in all right, title and interest of the
Borrower and the Subsidiary Guarantors in the Security Agreement Collateral described therein, as
collateral security for the payment and performance of the Loans and the other Obligations, and the
Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate
equivalent (which filings have been made) or other methods of perfection (which have been completed
to the extent required by the Security Agreement), creates, a fully (and to the extent required by
the Security Agreement) perfected first lien on, and security interest in, all right, title and
interest in all of the Security
Agreement Collateral described therein, which security interest shall be subject to no other Liens
other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and
Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1
made pursuant to the Security Agreement are effective, under applicable law, to perfect the
security interest, as collateral security for the payment and performance of the Loans and the
other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors in the
trademarks and patents covered by such Security Agreement in U.S. Patents and Trademarks and the
recordation of the Security Agreement in U.S. Copyrights with the United States Copyright Office
together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under
federal law to perfect the security interest, as collateral security for the payment and
performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit
of the Secured Creditors in the copyrights covered by such Security Agreement in U.S. Copyrights.
Each of the Borrower and each Subsidiary Guarantor has good and marketable title to all Security
Agreement Collateral pledged by it under the Security Agreement, free and clear of all Liens except
those described above in this clause (a) and except for Permitted Liens.





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          (a) The security interests created in favor of the Collateral Agent, as pledgee, for the
benefit of the Secured Creditors under each Pledge Agreement, upon the delivery of the Pledged
Securities to the Collateral Agent, constitute first priority perfected security interests in the
Pledged Securities described in each Pledge Agreement, as collateral security for the payment and
performance of the Loans and the other Obligations, subject to no security interests of any other
Person other than the Second Priority Lien of the IDS Collateral Agent in respect of the common
stock of the Borrower (or, after the Merger Event, the Pledged Securities of Borrower’s
Subsidiaries). No filings or recordings are required in order to perfect the security interests
created in the Pledged Securities and the proceeds thereof under the Pledge Agreement other than
filings on Form UCC-1 (which filings have been made) other than filings or recordings that may be
made in connection with the Merger Event.




          (b) Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of
the Secured Creditors, a legal, valid and enforceable security interest in and Lien on the
collateral described therein, and upon recording the Mortgages in the jurisdictions in which the
property covered by such Mortgage is located, such security interests and Lien will, subject to the
existence of Permitted Encumbrances, constitute first priority liens on, and perfected security
interests in, all rights, title and interest of the Creditor party thereto in the collateral
described therein.




          7.12 Representations and Warranties in Documents. All representations and warranties set
forth in the other Credit Documents are true and correct in all material respects at the time as of
which such representations and warranties were made (or deemed made) and will be true and correct
in all material respects on the Amendment Effective Date.




          7.13 Properties. Except as set forth on Schedule 7.13 to the Original Credit
Agreement, the Borrower and each of its Subsidiaries have good and valid title to all material
properties owned in fee and all material properties leased by them, including all property
reflected in the balance sheet referred to in Section 7.05(a) and in the pro forma balance sheet
referred to in Section 5.14 of the Original Credit Agreement (except as sold or otherwise disposed
of since the date of such balance sheet in the ordinary course of business or in accordance with
the terms of this Agreement), free and clear of all Liens, other than Liens which are (x) in the
case of property other than Real Property, Permitted Liens, (y) in the case of Mortgaged Property,
Permitted Liens of the type described in clauses (a), (d), (e) and (g) of the definition thereof
and Liens permitted by the applicable Mortgage and (z) in the case of Leased Properties, Liens
permitted by
the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may
be. On and as of the Original Effective Date, all of the Real Properties of each of the Borrower
and its Subsidiaries (i) owned in fee are listed on Schedule 7.13 to the Original Credit
Agreement under the heading “Fee Real Properties” (such Fee Real Properties, together with all Real
Properties acquired after the Original Effective Date in fee by the Borrower and/or any of its
Subsidiaries, the “Fee Properties”; each, a “Fee Property”) and (ii) leased by it
are (A) in the case of the Principal Leases, listed on Exhibit A to Amendment No. 1 to the
Collateral Assignment of Leases and subject to the provisions of the Collateral Assignment of
Leases and (B) in the case of the Location Leases, described in and subject to the provisions of
the Collateral Assignment of Location Leases as amended by Amendment No. 1 to the Collateral
Assignment of Location Leases (such leased Real Properties, together with all Real Properties
hereafter leased by the Borrower and/or any of its Subsidiaries, the “Leased Properties”;
each, a “Leased Property”).




          7.14 Capitalization. As of the Original Effective Date and the Amendment Effective Date,
the authorized capital stock of the Borrower consists of 1,000 shares of common stock, $.01 par
value per share, 100 of which are issued and outstanding. All such outstanding shares of common
stock have been duly and validly issued, are fully paid and nonassessable and are free of
preemptive rights. As





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of the Original Effective Date and the Amendment Effective Date, the
Borrower does not have outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase
of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock.




          7.15 Subsidiaries. (i) On and as of the Original Effective Date and the Amendment
Effective Date, Holdings owned or owns 100% of the capital stock of Borrower and has or had no
direct or indirect subsidiaries other than Borrower and its Subsidiaries, (ii) on the Original
Effective Date, the Borrower had no Subsidiaries other than those Subsidiaries listed on
Schedule 7.15 to the Original Credit Agreement, all of which are wholly owned and (iii) on
the Amendment Effective Date, the Borrower has no Subsidiaries other than those Subsidiaries listed
on Schedule 7.15 hereto, all of which are wholly owned except for Appliance Warehouse of America,
Inc., whose outstanding non-voting common stock is held by Parent and whose outstanding preferred
stock is held by the Borrower.




          7.16 Compliance with Statutes, etc. The Borrower and its Subsidiaries are in compliance
with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property, except such noncompliances as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.




          7.17 Investment Company Act. None of Holdings, the Borrower or any of their respective
Subsidiaries is an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended.




          7.18 Anti-Terrorism Law.




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




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





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




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




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




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




     (v) a person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of Foreign Assets
Control



-35-









 






(“OFAC”) at its official website or any replacement website or other
replacement official publication of such list.



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




          7.19 Environmental Matters. The Borrower and each of its Subsidiaries have complied
in all material respects with, and on the date of each Credit Event will be in compliance in all
material respects with, all Environmental Laws and the requirements of any permits, licenses or
other authorizations issued under such Environmental Laws. There are no pending or, to the best
knowledge of the Borrower, past or threatened Environmental Claims against the Borrower or any of
its Subsidiaries or any Real Property now or formerly owned or operated by the Borrower or any of
its Subsidiaries. There are no facts, circumstances, conditions or occurrences on any Real
Property now or formerly owned or operated by the Borrower or any of its Subsidiaries or, to the
best knowledge of the Borrower, on any property adjoining or in the vicinity of any such Real
Property that, to the best knowledge of the Borrower, could reasonably be expected (i) to form the
basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such Real
Property, which Environmental Claim could reasonably be expected to result in a
Material Adverse Effect, individually or in the aggregate with all other Environmental Claims,
or (ii) to cause any such Real Property to be subject to any restrictions on the ownership,
occupancy, use or transferability of such Real Property by the Borrower or any of its Subsidiaries
under any Environmental Law.




          (a) Hazardous Materials have not at any time been generated, used, treated or stored on, or
transported to or from, any Real Property owned or operated by the Borrower or any of its
Subsidiaries where such generation, use, treatment or storage has violated or resulted in liability
under, or could reasonably be expected to violate or to result in liability under, any
Environmental Law, which violation or liability could reasonably be expected to result in a
Material Adverse Effect, individually or in the aggregate with all other violations of or liability
under any Environmental Law. Hazardous Materials have not at any time been Released on or from any
Real Property owned or operated by the Borrower or any of its Subsidiaries where such Release has
violated or resulted in material liability under, or could reasonably be expected to violate or to
result in material liability under, any Environmental Law. There are not now nor have there been
any underground storage tanks or related piping located on any Real Property owned or operated by
the Borrower or any of its Subsidiaries.




          (b) Notwithstanding anything to the contrary in this Section 7.19, the representations made in
this Section 7.19 shall only be untrue if the aggregate effect of all failures, noncompliances and
liabilities of the types described above could reasonably be expected to result in a Material
Adverse Effect.




          7.20 Labor Relations. Neither the Borrower nor any of its Subsidiaries is engaged in any
unfair labor practice that could reasonably be expected to have a Material Adverse Effect on the
Borrower or its Subsidiaries taken as a whole. On the Original Effective Date there was and on the
Amendment Effective Date, there is (i) no unfair labor practice complaint pending against the
Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against
any of them, before the National Labor Relations Board, and no material grievance or arbitration
proceeding arising out of or under





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any collective bargaining agreement is so pending against the
Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against
any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against the Borrower
or any of its Subsidiaries and (iii) to the best knowledge of the Borrower, no union representation
proceeding is pending with respect to the employees of the Borrower or any of its Subsidiaries,
except (with respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not reasonably be expected to result in a Material
Adverse Effect.




          7.21 Patents, Licenses, Franchises and Formulas. Each of the Borrower and its Subsidiaries
owns all material patents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, or rights with respect to the foregoing, and has obtained assignments of
all leases and other rights of whatever nature, reasonably necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the failure to obtain
which, as the case may be, would reasonably be expected to result in a Material Adverse Effect.




          7.22 Indebtedness.




          (a) Schedule 7.22 to the Original Credit Agreement sets forth a true and complete list
of all Indebtedness of the Borrower and their respective Subsidiaries as of the Original Effective
Date and which remained outstanding after giving effect to the incurrence of Loans on such date
(excluding the Loans and the Letters of Credit, the “Existing Indebtedness”), in each case
showing the aggregate principal amount thereof and the name of the respective borrower and any
other entity which directly or indirectly guaranteed such debt.




          (b) Schedule 7.22 to the this Agreement sets forth a true and complete list of all
Indebtedness of the Borrower and their respective Subsidiaries as of the Amendment Effective Date
and which is to remain outstanding after giving effect to the incurrence of Loans on such date
(excluding the Loans and the Letters of Credit, the “Existing Indebtedness”), in each case
showing the aggregate principal amount thereof and the name of the respective borrower and any
other entity which directly or indirectly guaranteed such debt.




          7.23 Transactions.




          (a) On the Original Effective Date, (i) each of the Original Transactions was consummated in
all material respects in accordance with the terms of the respective Documents and all applicable
laws, (ii) the Original Existing Credit Agreement was repaid and discharged in full and the
obligations under the 113/4% Notes have been discharged in full by deposit of such amounts as are
required under the indenture in respect of the 113/4% Notes with the trustee thereunder, (iii) all
necessary material consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or instrumentalities required in
order to make or consummate the Original Transactions were obtained, given, filed or taken and are
in full force and effect (or effective judicial relief with respect thereto has been obtained),
(iv) there shall not exist any judgment, order or injunction prohibiting or imposing material
adverse conditions upon the Original Transactions, or the occurrence of any Credit Event or the
performance by any Credit Party of its obligations under the respective Credit Documents and (v)
all actions taken by any Credit Party pursuant to or in furtherance of the Original Transactions
have been taken in all material respects in compliance with the respective Credit Documents and all
applicable laws.





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          (b) On the Amendment Effective Date, (i) each of the Transactions shall have been consummated
in all material respects in accordance with the terms of the respective Documents and all
applicable laws and (ii) all necessary material consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental agencies, authorities or
instrumentalities required in order to make or consummate the Transactions shall have been
obtained, given, filed or taken and are in full force and effect (or effective judicial relief with
respect thereto has been obtained), (iii) there shall not exist any judgment, order or injunction
prohibiting or imposing material adverse conditions upon the Transactions, or the occurrence of any
Credit Event or the performance by any Credit Party of its obligations under the respective Credit
Documents and (iv) all actions taken by any Credit Party pursuant to or in furtherance of the
Transactions shall have been taken in all material respects in compliance with the respective
Credit Documents and all applicable laws .




          (c) On the Second Draw Date, (i) the 9% Senior Notes Redemption shall have been effected and
(ii) all actions taken by any Credit Party pursuant to or in furtherance of the 9% Senior Notes
Redemption shall have been taken in all material respects in compliance with the respective Credit
Documents and all applicable laws.




          7.24 Representations, Warranties & Agreements of Holdings. Prior to the Merger Event,
Holdings hereby represents, warrants and agrees that each of the representations, warranties and
agreements made by the Borrower in Sections 7.01, 7.02, 7.03, 7.04, 7.06, 7.09, 7.10, 7.11 and 7.12
are also true and correct as to Holdings as though references to the Borrower therein are
references to Holdings.




          SECTION 8. Affirmative Covenants. The Borrower hereby covenants and agrees that as of the
Original Effective Date and thereafter for so long as this Agreement is in effect and until (i) the
Total Commitments have terminated, (ii) no Letters of Credit (other than Letters of Credit,
together with all Fees that have accrued and will accrue thereon through the stated termination
date of such Letters of Credit, which have been cash collateralized in a cash collateral account
satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) or Notes are
outstanding and (iii) the Loans, together with interest, Fees and all other obligations (other than
indemnities described in Section 13.13 which are not then due and payable) incurred hereunder are
paid in full:




          8.01 Information Covenants. The Borrower will furnish the following to each Bank:





     (a) Monthly Reports. Within 30 days after the end of each fiscal month of the
Borrower, (x) (i) the consolidated balance sheets of the Borrower and its Consolidated
Subsidiaries as of the end of such month and the related consolidated statements of
operations and retained earnings/stockholders deficiency and statement of cash flows for
such month and for the elapsed portion of the fiscal year ended with the last day of such
month, in each case setting forth comparative figures for the corresponding month in the
prior fiscal year and the budgeted figures for such month as set forth in the respective
budget delivered pursuant to Section 8.01(e) and (ii) management’s discussion and analysis
of the important operational and financial developments during the month and year-to-date
periods, all of which shall be certified by the chief financial officer or other Authorized
Officer of the Borrower, subject to certain recurring quarter-end adjustments and normal
year-end audit adjustments and the absence of footnotes or (y) such other statements or
reports in form as may be acceptable to the Administrative Agent.




     (b) Quarterly Financial Statements. Within 45 days after the close of each of
the first three quarterly accounting periods in each fiscal year of the Borrower,
consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the
end of such quarterly accounting


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period and the related consolidated and consolidating
statements of operations, statements of changes in stockholders equity and statements of
cash flows for such quarterly accounting period and for the elapsed portion of the fiscal
year ended with the last day of such quarterly accounting period; all of which shall be in
reasonable detail and certified by the chief financial officer or other Authorized Officer
of the Borrower that they fairly present in all material respects the financial condition of
the Borrower and its Consolidated Subsidiaries taken as a whole as of the dates indicated
and the results of their operations and changes in their cash flows for the periods
indicated, subject to normal year-end audit adjustments and the absence of footnotes.




     (c) Annual Financial Statements. Within 95 days after the close of each fiscal
year of the Borrower, (i) the consolidated and consolidating balance sheets of the Borrower
and its Consolidated Subsidiaries as at the end of such fiscal year and the related
consolidated and consolidating statements of operation and retained earnings/stockholder
deficiency and of cash flows for such fiscal year setting forth comparative figures for the
preceding fiscal year and certified (except for the consolidating balance sheets and
statements of operations) by Ernst & Young LLP or such other independent certified public
accountants of recognized national standing reasonably acceptable to the Agents, together
with a report of such accounting firm stating that in the course of its regular audit of the
financial statements of the Borrower and its Subsidiaries, which audit was conducted in
accordance with generally accepted auditing standards, such accounting firm obtained no
knowledge of any Default or Event of Default which has occurred and is continuing under
Sections 9.07 through 9.10 inclusive insofar as they relate to accounting matters or, if in
the opinion of such accounting firm such a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof and (ii) management’s discussions and
analysis of the important operational and financial developments during such fiscal year.



     (d) Management Letters. Promptly after the receipt thereof by the Borrower or
any of its Subsidiaries, a copy of any final “management letter” received by any of them
from its certified public accountants and the management’s responses thereto.



     (e) Budgets. No later than 45 days following the commencement of the first day
of each fiscal year of the Borrower, a budget in form consistent with past practices and in
the form delivered to the Agents on or prior to the Original Effective Date (including
budgeted statements of operation and sources and uses of cash and balance sheets) prepared
by the Borrower for (x) each of the twelve months of such fiscal year prepared in detail and
(y) each of the five years immediately following such fiscal year prepared in summary form,
in each case, of the Borrower and its Subsidiaries, accompanied by the statement of an
Authorized Officer of the Borrower to the effect that, to the best of his knowledge, the
budget is a reasonable estimate for the period covered thereby, the principal assumptions
upon which such budgets are based. Together with each delivery of financial statements
pursuant to Sections 7.01(b) and (c), a comparison of the current year to date financial
results (other than in respect of the balance sheets included therein) against the budgets
required to be submitted pursuant to this clause (e) shall be presented.



     (f) Officer’s Certificates. At the time of the delivery of the financial
statements provided for in Sections 8.01(a), (b) and (c), certificates of an Authorized
Officer of the Borrower to the effect that, to the best of such officer’s knowledge, no
Default or Event of Default has occurred and is continuing or, if any Default or Event of
Default has occurred and is continuing, specifying the nature and extent thereof and what
action the Borrower proposes to take with respect thereto, which certificate shall, in the
case of any such financial statements delivered in respect of a period ending on the last
day of the respective fiscal quarter or year, set forth the calcu-



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lations required to
establish whether there was compliance with the provisions of Sections 4.02(e) through (k)
(but with respect to Section 4.02(h) only to the extent delivered with the financial
statements required by Section 8.01(c)), 9.03, 9.04, 9.05 and 9.07 through 9.10, inclusive,
at the end of such fiscal quarter or year, as the case may be.




     (g) Notice of Default or Litigation. Promptly, and in any event within three
Business Days after an officer of the Borrower obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or Event of Default specifying the
nature and extent thereof and what action the Borrower proposes to take with respect thereto
and (ii) any litigation or governmental investigation or proceeding (including, without
limitation, ERISA matters) pending against the Borrower or any of its Subsidiaries which,
singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect
with respect to any material Indebtedness of the Borrower and its Subsidiaries taken as a
whole.



     (h) Other Reports and Filings. Promptly, copies of all financial information,
proxy materials and other information and reports, if any, which Parent, Holdings, the
Borrower or any of their respective Subsidiaries shall file with the Securities and Exchange
Commission or any successor thereto or sent generally to analysts or holders of capital
stock or other securities of Parent, Holdings, the Borrower or any of their respective
Subsidiaries (in their capacities as such) including holders of its Indebtedness pursuant to
the terms of the documentation governing such Indebtedness (or any trustee, agent or other
representative therefor).



     (i) Environmental Matters. Promptly upon, and in any event within ten Business
Days after, an officer, the Borrower or any of its Subsidiaries obtains knowledge thereof,
notice of one or more of the following environmental matters, unless such environmental
matters could not, individually or when aggregated with all other such environmental
matters, be reasonably expected to have a Material Adverse Effect:




     (i) any pending or threatened Environmental Claim against the Borrower or any
of its Subsidiaries or any Real Property owned or operated by the Borrower or any of
its Subsidiaries;




     (ii) any condition or occurrence on or arising from any Real Property owned or
operated by the Borrower or any of its Subsidiaries that (a) results in
noncompliance by the Borrower or any of its Subsidiaries with any applicable
Environmental Law or (b) could reasonably be expected to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any such Real
Property;




     (iii) any condition or occurrence on any Real Property owned or operated by the
Borrower or any of its Subsidiaries that could reasonably be expected to cause such
Real Property to be subject to any restrictions on the ownership, occupancy, use or
transferability by the Borrower or any of its Subsidiaries of such Real Property
under any Environmental Law; and




     (iv) the taking of any removal or remedial action in response to the actual or
alleged presence of any Hazardous Material on any Real Property owned or operated by
the Borrower or any of its Subsidiaries as required by any Environmental Law or any
governmental or other administrative agency; provided that in any event the
Borrower shall deliver to each Bank all notices received by it or any of its
Subsidiaries from any government or governmental agency under, or pursuant to,
CERCLA.



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All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and the Borrower’s or such Subsidiary’s
response thereto. In addition, the Borrower will provide the Banks with copies of all
material communications with any government or governmental agency relating to Environmental
Laws, all material communications with any Person (other than its attorneys) relating to
Environmental Claims, and such detailed reports of any Environmental Claim as may reasonably
be requested by the Banks.




     (j) Annual Meetings with Banks. At the request of the Administrative Agent,
the Borrower shall within 120 days after the close of each fiscal year of the Borrower hold
a meeting at a time and place selected by the Borrower and acceptable to the Agents with all
of the Banks at which meeting shall be reviewed the financial results of the previous fiscal
year and the financial condition of the Borrower and the budgets presented for the current
fiscal year of the Borrower and its Subsidiaries.




     (k) ERISA Information. Promptly, upon the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of Borrower and its Subsidiaries in an aggregate amount
exceeding $1,000,000, a written notice specifying the nature thereof, what action the
Borrower, its Subsidiaries or other ERISA Entity have taken, are taking or propose to take
with respect thereto, and, when known, any action taken or threatened by the Internal
Revenue Service, Department of Labor, PBGC or Multiemployer Plan sponsor with respect
thereto;




     (l) ERISA Filings, etc. Upon request by the Administrative Agent, copies of:
(i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by
any ERISA Entity with the Internal Revenue Service with respect to each Pension Plan; (ii)
the most recent actuarial valuation report for each Pension Plan; (iii) all notices received
by any ERISA Entity from a Multiemployer Plan sponsor or any governmental agency concerning
an ERISA
Event; and (iv) such other documents or governmental reports or filings relating to any
Employee Benefit Plan as the Administrative Agent shall reasonably request;




     (m) Other Information. From time to time, such other information or documents
(financial or otherwise) with respect to the Borrower or its Subsidiaries as any Bank may
reasonably request in writing; and




     (n) Permitted Acquisition Compliance Certificate. The Borrower will deliver to
the Administrative Agent a Permitted Acquisitions Compliance Certificate in accordance with
the requirements described in the definition of “Permitted Acquisition.”



     8.02 Books, Records and Inspections. The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and account in which full, true and correct entries in
conformity with GAAP and all requirements of law shall be made of all dealings and transactions in
relation to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit officers and designated representatives of the Agents or any Bank to visit
and inspect, during regular business hours and under guidance of officers of the Borrower or such
Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine the books of
account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the
Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and
independent accountants, all at such reasonable times and intervals and to such reasonable extent
as the Agents or such Bank may request.




     8.03 Maintenance of Property; Insurance.

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          (a) Schedule 8.03 sets forth a true and complete listing of all insurance maintained
by the Borrower and its Subsidiaries as of the Amendment Effective Date. The Borrower will, and
will cause each of its Subsidiaries to, (i) keep all property necessary in its business in good
working order and condition (ordinary wear and tear excepted), (ii) maintain insurance on all its
property in at least such amounts and against at least such risks as is consistent and in
accordance with industry practice and (iii) furnish to each Bank, upon written request, full
information as to the insurance carried.




          (b) The Borrower will, and will cause its Subsidiaries to, at all times keep their respective
property insured in favor of the Collateral Agent, and all policies or certificates (or certified
copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower
or any of its Subsidiaries) (i) shall be endorsed to the Collateral Agent’s satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as
loss payee or as an additional insured), (ii) shall state that such insurance policies shall not be
canceled without 30 days’ prior written notice thereof by the respective insurer to the Collateral
Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of
subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the
standard non-contributory mortgagee clause endorsement in favor of the Collateral Agent with
respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance
and workers’ compensation insurance, provide that any losses shall be payable notwithstanding (A)
any act or neglect of the Borrower or any of its Subsidiaries, (B) the occupation or use of the
properties for purposes more hazardous than those permitted by the terms of the respective policy
if such coverage is obtainable at commercially reasonable rates and is of the kind from time to
time customarily insured against by Persons owning or using similar property and in such amounts as
are customary, (C) any foreclosure or other proceeding relating to the insured properties if such coverage is
available at commercially reasonable rates or (D) any change in the title to or ownership or
possession of the insured properties and (vi) shall be deposited with the Collateral Agent if such
coverage is available at commercially reasonable rates.




          (c) If the Borrower or any of its Subsidiaries shall fail to maintain all insurance in
accordance with this Section 8.03, or if the Borrower or any of its Subsidiaries shall fail to so
endorse and deposit all policies or certificates with respect thereto, the Agents and/or the
Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance
and the Borrower agrees to reimburse the Agents or the Collateral Agent, as the case may be, for
all costs and expenses of procuring such insurance.




          8.04 Corporate Franchises. The Borrower will, and will cause each of its Subsidiaries to,
do or cause to be done, all things necessary to preserve and keep in full force and effect its
existence and its material rights, franchises, licenses and patents; provided,
however, that nothing in this Section 8.04 shall prevent (i) sales or other dispositions of
assets by the Borrower or any of its Subsidiaries in accordance with Section 9.02 or (ii) the
withdrawal by the Borrower or any of its Subsidiaries of their qualification as a foreign
corporation in any jurisdiction where such withdrawal could not reasonably be expected to have a
Material Adverse Effect.




          8.05 Compliance with Statutes, etc. The Borrower will, and will cause each of its
Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of
its business and the ownership of its property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          8.06 Compliance with Environmental Laws. v) The Borrower will comply, and will cause each
of its Subsidiaries to comply, in all material respects with, and not incur material liability
under,




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all Environmental Laws applicable to the business or operations of the Borrower or any of
its Subsidiaries or to the ownership or use of the Real Property owned or operated since the
Original Effective Date or thereafter by the Borrower or any of its Subsidiaries, will promptly pay
or cause to be paid all reasonable costs and expenses incurred in connection with such compliance
and liability, and will keep or cause to be kept all such Real Property free and clear of any
material Liens imposed pursuant to such Environmental Laws. None of the Borrower nor any of its
Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation,
use, treatment, storage, release or disposal of Hazardous Materials on any Real Property owned or
operated since the Original Effective Date or thereafter by the Borrower or any of its
Subsidiaries, or transport or knowingly permit the transportation of Hazardous Materials to or from
any such Real Property except for Hazardous Materials used or stored at any such Real Properties in
compliance in all material respects with all Environmental Laws and reasonably required in
connection with the operation, use and maintenance of any such Real Property.




          (a) In the event of any circumstances requiring notice to the Agents and the Banks under
Section 8.01(i), the Borrower will and will cause each of its Subsidiaries to, take appropriate
steps to initiate and expeditiously complete any and all investigative, compliance, responsive,
corrective and
other action required under any Environmental Law to mitigate and eliminate any violation or
liability giving rise to such notice requirement and shall keep the Administrative Agent apprised
of such action.




          (b) At the written request of the Administrative Agent or the Required Banks, which request
shall specify in reasonable detail the basis therefor, at any time and from time to time, the
Borrower will provide, at the Borrower’s sole cost and expense, an environmental site assessment
report concerning any Real Property owned or operated since the Original Effective Date or
thereafter by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm
approved by the Administrative Agent which approval shall not be unreasonably withheld or delayed,
indicating status of compliance with Environmental Laws and the presence or absence of Hazardous
Materials and the estimated cost of any compliance, investigation, removal or remedial action in
connection with any Hazardous Materials on, at, under or emanating from such Real Property;
provided that such request may be made only if (i) there has occurred and is continuing an
Event of Default, (ii) the Administrative Agent reasonably believes that the Borrower or any such
Real Property is not in material compliance with any material Environmental Law, or (iii)
circumstances exist that reasonably could be expected to form the basis of a material Environmental
Claim against the Borrower or any of its Subsidiaries or any such Real Property. If the Borrower
fails to provide the same within 30 days after such request was made (or within such longer period
as the Administrative Agent may approve in writing, such approval not to be unreasonably withheld),
the Administrative Agent may order the same, and the Borrower shall grant and hereby grants to the
Administrative Agent and the Banks and their agents access to such Real Property and specifically
grants the Administrative Agent and the Banks an irrevocable non-exclusive license, subject to the
rights of tenants, to undertake such an assessment, all at the Borrower’s expense.




          8.07 End of Fiscal Years; Fiscal Quarters. The Borrower shall cause (i) each of its, and
each of its Subsidiaries’, fiscal years to end on March 31 and (ii) each of its, and each of its
Subsidiaries’, fiscal quarters to end on a date consistent with the date of its fiscal year end;
provided that the Borrower may change such fiscal year to any other fiscal year period of
twelve consecutive months with the consent of the Agents, which consent shall not be unreasonably
withheld.




          8.08 Performance of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, perform all of its obligations under the terms of each mortgage, indenture,
security agreement and other debt instrument by which it is bound, except such non-performances as
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.




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          8.09 Payment of Taxes. Each of Holdings and the Borrower will timely pay and discharge or
cause to be paid and discharged and will cause each of their respective Subsidiaries to timely pay
and discharge all material Taxes imposed upon it or upon its income or profits, or upon any
material properties belonging to it, and all lawful claims which, if unpaid, might become a lien or
charge upon any properties of the Borrower or any of its Subsidiaries; provided that none
of the Borrower or any of its Subsidiaries shall be required to pay any such Tax or claim which is
being contested in good faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with GAAP.




          8.10 Additional Security; Further Assurances. vi) Promptly, and in any event within 90 days after the acquisition of assets of the type that
would have constituted Collateral (if the person acquiring such assets had executed an appropriate
Security Document on the Original Effective Date) at the Original Effective Date (the
“Additional Collateral”), the Borrower will, and will cause each of the Subsidiary
Guarantors to, at the request of the Collateral Agent following consultation with the Borrower as
to the value of any such Additional Collateral, take all necessary action, including entering into
the appropriate security documents and filing the appropriate financing statements under the
provisions of the UCC or applicable foreign, domestic or local laws, rules or regulations in each
of the offices where such filing is necessary or appropriate to grant the Collateral Agent a
perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign
Collateral) pursuant to and to the full extent required by the Security Documents and this
Agreement, subject to (i) in the case of such Collateral constituting Fee Property, Permitted Liens
of the type described in clauses (a), (d), (e) and (g) of the definition thereof and Liens
permitted by the applicable Mortgage, (ii) in the case of such Collateral constituting Leased
Property, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of
Location Leases, as the case may be, and (iii) in the case of such Collateral not constituting Real
Property, Permitted Liens; provided that no such action will be required by the Borrower or
any of the Subsidiary Guarantors to the extent that any such Additional Collateral is subject to a
preexisting agreement which prohibits the granting of any additional liens; provided, further, that
such preexisting agreement was not entered into in connection with, or in anticipation of or
contemplation of, the acquisition of such assets by the Borrower or any of its Subsidiaries. In
the event that the Borrower or any of the Subsidiary Guarantors acquires an interest in (x)
additional Fee Property that the Administrative Agent reasonably deems material to the Business,
the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute
such documents as the Administrative Agent shall require, to confirm the Lien of a Mortgage, if
applicable, or to create a new Mortgage (including, without limitation, satisfaction of the
conditions set forth in Section 5.03 and the Additional Mortgage Conditions) (an “Additional
Mortgage”) or (y) additional Leased Property, the Borrower and such Subsidiary Guarantors, as
the case may be, will take such actions and execute such documents as the Administrative Agent
shall require to subject such Leased Property to the Lien on the Collateral Assignment of Leases or
Collateral Assignment of Location Leases, as the case may be, and in the case of any Principal
Leased Property shall endeavor in a reasonable manner to obtain and deliver to the Collateral Agent
a Landlord Consent, Lien Waiver and Access Agreement from the lessor of such additional Leased
Property. All actions taken by the parties in connection with the pledge of Additional Collateral,
including, without limitation, reasonable costs of counsel for the Collateral Agent, shall be for
the account of the Borrower, which shall pay all reasonable sums due on demand.




          (a) The Borrower will, and will cause each of the Subsidiary Guarantors to, at the expense of
the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the Collateral covered
by any of the Security Documents as the Collateral Agent may reasonably require upon reasonable
notice. Furthermore,




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the Borrower shall cause to be delivered to the Collateral Agent such
opinions of counsel, title insurance, surveys and other related documents as may be reasonably
requested by the Collateral Agent to assure themselves that this Section 8.10 has been complied
with.




          (b) If the Administrative Agent or the Required Banks reasonably determine (and so advise the
Borrower) that they are required by law or regulation to have appraisals prepared in respect of the
Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall
provide to the Collateral Agent appraisals which satisfy the applicable requirements of the Real
Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement
Act of 1989 and
which shall be in form and substance reasonably satisfactory to the Collateral Agent;
provided, however, that no Subsidiary Guarantor or the Borrower collectively, shall
be required to obtain any such appraisal for any such location more frequently than once in any 36
consecutive month period.




          (c) The Borrower agrees that each action required above by this Section 8.10 shall be
completed within 90 days after such action is either requested to be taken by the Administrative
Agent or the Required Banks or required to be taken by any Subsidiary Guarantor pursuant to the
terms of this Section 8.10 or, if such action is not capable of completion within such 90 day
period, the Borrower or any Subsidiary Guarantor, as the case may be, shall use their reasonable
efforts to complete such action within the reasonable period in which it can be expected to be
completed; provided that in no event shall the Borrower or any of their Subsidiaries be
required to take any action, other than using its reasonable efforts, to obtain consents from third
parties with respect to its compliance with this Section 8.10.




          8.11 Interest Rate Protection. No later than the 30th day after all of the Second
Draw Tranche B-1 Term Loan Commitments are terminated in their entirety (either by operation of
Section 3.02 or 3.03(b) or otherwise), the Borrower shall enter into, and for a minimum of two
years and nine months thereafter maintain, Interest Rate Protection Agreements or Other Hedging
Agreements with terms and conditions acceptable to the Administrative Agent that result in at least
50% of the aggregate principal amount of the Borrower’s Consolidated Indebtedness other than
Revolving Loans being effectively subject to a fixed or maximum interest rate reasonably acceptable
to the Administrative Agent; provided that such percentage shall be reduced to 40% upon
consummation of the Merger Event.




          SECTION 9. Negative Covenants. The Borrower, and prior to the Merger Event where expressly
stated, Holdings, hereby covenants and agrees that as of the Original Effective Date and thereafter
for so long as this Agreement is in effect and until (i) the Total Commitments have terminated,
(ii) no Letters of Credit (other than Letters of Credit, together with all Fees that have accrued
and will accrue thereon through the stated termination date of such Letters of Credit, which have
been cash collateralized in a cash collateral account in a manner satisfactory to the Letter of
Credit Issuer in its sole and absolute discretion) or Notes are outstanding and (iii) the Loans,
together with interest, Fees and all other Obligations (other than any indemnities described in
Section 13.13 which are not then due and payable) incurred hereunder, are paid in full:




          9.01 Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or
personal, tangible or intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets, or assign any right to receive
income or permit the filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided that the provisions of this
Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the following
(Liens described below are herein referred to as “Permitted Liens”):




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     (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due
and payable or Liens for taxes, assessments or governmental charges or levies being
contested in good faith and by appropriate proceedings for which adequate reserves have been
estab
lished in accordance with GAAP, which proceedings have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien;



     (b) Liens in respect of property or assets of the Borrower or any of its Subsidiaries
imposed by law, which were incurred in the ordinary course of business and do not secure
Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, vendor’s
and mechanics’ liens and other similar Liens arising in the ordinary course of business, and
(x) which do not in the aggregate materially detract from the value of the Borrower’s or
such Subsidiary’s property or assets or materially impair the use thereof in the operation
of the business of the Borrower or such Subsidiary or (y) which are being contested in good
faith by appropriate proceedings, which proceedings have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien;



     (c) Liens in existence on the Original Effective Date which are listed, and the
property subject thereto described, in Schedule 9.01, to the Original Credit
Agreement plus renewals, replacements and extensions of such Liens; provided that
(x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does
not increase from that amount outstanding at the time of any such renewal or extension
(plus, without duplication, any additional Indebtedness incurred to pay interest, premiums
or defeasance costs required by the instruments governing such existing Indebtedness and
fees and expenses incurred in connection therewith) and (y) any such renewal or extension
does not encumber any additional assets or properties of the Borrower or any of its
Subsidiaries;



     (d) Permitted Encumbrances;



     (e) Liens created pursuant to the Security Documents or in favor of the Collateral
Agent for the benefit of the Secured Creditors;



     (f) Liens arising pursuant to licenses, leases or subleases granted to other Persons in
the ordinary course of business not materially interfering with the conduct of the business
of the Borrower and its Subsidiaries taken as a whole or any interest or title of a lessor
or sublessor under any lease permitted by Section 9.04(d) so long as such leases or
subleases of Real Property constituting Collateral are subordinate in all respects to the
Liens granted and evidenced by the Security Documents on such Collateral and, in the case of
any lease or sublease affecting any Mortgaged Property, such lease or sublease shall also be
entered into in compliance with the provisions of the applicable Mortgage;



     (g) easements, rights-of-way, restrictions (including zoning restrictions),
encroachments, protrusions and other similar charges or encumbrances, and minor title
deficiencies, in each case whether now or hereafter in existence, not securing Indebtedness
and not materially interfering with the conduct of the business of the Borrower or any of
its Subsidiaries on the Real Property subject thereto;



     (h) Liens arising from precautionary UCC financing statement filings regarding
operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary
course of business;



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     (i) Liens arising out of the existence of judgments or awards not constituting an Event
of Default under Section 10.09; provided that no cash or property is deposited or
delivered
to secure the respective judgment or award (or any appeal bond in respect thereof,
except as permitted by clause (k) below);



     (j) statutory and common law landlords’ liens under leases to which the Borrower or any
of its Subsidiaries is a party;



     (k) Liens (other than any Lien imposed by ERISA) (x) incurred or deposits made in the
ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security, or (y) to secure the performance of tenders, statutory,
regulatory, contractual or warranty requirements or obligations, 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) incurred in the ordinary course of business
for amounts not yet delinquent or, to the extent such amounts are so delinquent, such
amounts are being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted if (i) adequate reserves with respect thereto are maintained on the
books of the Borrower or the relevant Subsidiary, as the case may be, in accordance with
GAAP and (ii) the contest thereof shall have the effect of preventing the forfeiture or sale
of the property or assets subject to any such Lien and to the extent such liens are not
imposed by law, such Lien shall in no event encumber any Collateral other than cash or Cash
Equivalents;



     (l) Liens (which may be pari passu with Liens securing Obligations)
granted in favor of a Bank to secure Obligations of the Borrower and its Subsidiaries in
respect of Interest Rate Protection Agreements and Other Hedging Agreements permitted under
this Agreement;



     (m) Liens in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of set-off) held by such banking institutions incurred in the
ordinary course of business and which are within the general parameters customary in the
banking industry;



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



     (o) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries
in the ordinary course of business in accordance with the past practices of the Borrower and
its Subsidiaries prior to the Original Effective Date;



     (p) Liens arising pursuant to Capitalized Lease Obligations and purchase money
obligations or security interests securing Indebtedness representing the purchase price (or
financing of the purchase price within 180 days after the respective purchase) of assets
acquired after the Original Effective Date; provided that (i) any such Liens attach
only to the assets so purchased and does not encumber any other asset of the Borrower or any
of its Subsidiaries, (ii) the Indebtedness secured by any such Lien (including refinancings
thereof) does not exceed 100% of the lesser of the fair market value or the purchase price
of the property being purchased at the time of the incurrence of such Indebtedness, (iii)
any such Lien shall be created within 180 days of such acquisition or construction or, in
the ease of a refinancing of any purchase money obligation,



-47-









 






within 180 days of such
refinancing, and (iv) the Indebtedness secured thereby is permitted to be incurred pursuant
to Section 9.04(d);




     (q) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on
property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary
is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness
that is secured by such Liens is permitted to exist under Section 9.04(g), and (ii) such
Liens are not incurred in connection with, or in contemplation or anticipation of, such
Permitted Acquisition and do not attach to any other asset of the Borrower or any of its
Subsidiaries;




     (r) Deposits made in the ordinary course of business to secure liability to insurance
carriers in an amount not to exceed $1,000,000 in the aggregate at any time outstanding;




     (s) Liens arising out of or created by motor vehicle leases in an amount not to exceed
$12,500,000 in the aggregate at any time outstanding;




     (t) Liens securing reimbursement obligations with respect to commercial letters of
credit not issued under this Agreement;




     (u) Liens in favor of the IDS Collateral Agent representing a Second Priority Lien on
(i) prior to the Merger Event, the common stock of the Borrower and (ii) upon consummation
of the Merger Event, the Pledged Securities of the Borrower’s Subsidiaries; and




     (v) Liens not otherwise permitted by the foregoing clauses (a) through (u) to the
extent attaching to properties and assets with an aggregate fair value not in excess of and
securing liabilities not in excess of $500,000 in the aggregate at any time outstanding;


provided that no consensual Liens created pursuant to the foregoing clauses (a) through (v)
of this Section 9.01 (other than the Liens described in clauses (e), (l) and (u) of this Section
9.01) shall extend to or cover any Pledge Agreement Collateral.




          9.02 Consolidation, Merger, Sale or Purchase of Assets, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter
into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time) all or any part of its property or assets
(other than inventory in the ordinary course of business, including sales of inventory and other
assets on consignment in the ordinary course of business and including sales of laundromats and
related equipment and other assets pursuant to franchise arrangements or otherwise in the ordinary
course of business), or enter into any partnerships, joint ventures, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials and equipment in the ordinary course of
business) of any Person, except that the following shall be permitted:





     (a) The Borrower and its Subsidiaries may, as lessee or lessor, enter into operating
leases in the ordinary course of business with respect to real or personal property so long
as any such leases or subleases of Real Property constituting Collateral pursuant to which
the Borrower and/or its Subsidiaries hold the landlord’s or sublandlord’s interest are
subordinate in all respects to the Liens granted and evidenced by the Security Documents
and, in the case of any lease or sublease affecting any Mortgaged Property, such lease or
sublease shall also be entered into in compliance with the provisions of the applicable
Mortgage;



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     (b) Capital Expenditures by the Borrower and its Subsidiaries to the extent not in
violation of Section 9.07;



     (c) the advances, investments and loans permitted pursuant to Section 9.05;



     (d) the Borrower and its Subsidiaries may sell or discount, in each case without
recourse, accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof;



     (e) the Borrower and its Subsidiaries may, in the ordinary course of business, sell or
exchange specific items of machinery or equipment, so long as the proceeds of each such sale
or exchange are used to acquire (and result within 180 days of such sale or exchange in the
acquisition of) replacement items of machinery or equipment which are the functional
equivalent of the item of equipment so sold or exchanged or which are otherwise useful in
the Business and made subject to the Lien of the Security Agreement to the extent required
by the terms thereof;



     (f) the Borrower and its Subsidiaries may, in the ordinary course of business,
including pursuant to one or more franchise arrangements, license, as licensor or licensee,
patents, trademarks, copyrights and know-how to third Persons and to one another, so long as
any such license by the Borrower or its Subsidiaries in its capacity as licensor is
permitted to be assigned pursuant to the Security Agreement (to the extent that a security
interest in such patents, trademarks, copyrights and know-how is granted thereunder) and
does not otherwise prohibit the granting of a Lien by the Borrower or any of its
Subsidiaries pursuant to the Security Agreement in the intellectual property covered by such
license;



     (g) the Borrower or any Subsidiary of the Borrower may transfer assets to (i) the
Borrower or any other Subsidiary Guarantor so long as (x) the transferee is a Credit Party
and (y) the security interests granted to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Security Documents in the assets so transferred shall
remain in full force and effect and perfected (to at least the same extent as in effect
immediately prior to such transfer) and (ii) the Foreign Subsidiaries in an amount, together
with the amount permitted in accordance with Section 9.05(g)(iii), not to exceed $2,500,000
in the aggregate;



     (h) [Reserved];



     (i) any Person may merge with and into, or be dissolved or liquidated into, the
Borrower so long as (i) the Borrower is the surviving corporation of any such merger,
dissolution or liquidation and (ii) the security interests, if any, granted to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents
in the assets of the Borrower and/or such other Person shall remain in full force and effect
and perfected (to at least the same extent as in effect immediately prior to such merger,
dissolution or liquidation);



     (j) any Subsidiary of the Borrower may merge with and into, or be dissolved or
liquidated into, any other Subsidiary of the Borrower so long as (i) in the case of any such
transaction involving a Subsidiary Guarantor the surviving corporation of any such merger,
dissolution or liquidation is a Wholly Owned Subsidiary of the Borrower, is a Domestic
Subsidiary and is a Subsidiary Guarantor and (ii) the security interests granted to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents
in the assets of such Subsidiary shall remain in full force and effect and perfected (to at
least the same extent as in effect immediately prior to such merger, dissolution or
liquidation);



-49-









 





     (k) the Borrower or any of its Wholly Owned Subsidiaries may consummate a Permitted
Acquisition;



     (l) “inactive” or “shell” Subsidiaries may be dissolved or otherwise liquidated;



     (m) other sales or dispositions of assets in the ordinary course of business (other
than assets disposed of in connection with a Recovery Event); provided that (x) the
aggregate Net Sale Proceeds received from all such sales and dispositions shall not exceed
$5,000,000 in any fiscal year of the Borrower, (y) each such sale shall be in an amount at
least equal to the fair market value thereof (as determined in good faith by the Borrower)
and for proceeds consisting solely of not less than (A) 85% cash and (B) seller indebtedness
evidenced by promissory notes, which promissory notes shall be pledged and delivered to the
Collateral Agent pursuant to the Security Agreement, and (z) the Net Sale Proceeds of any
such sale are applied to repay the Loans to the extent required by Section 4.02(f); and
provided, further, that the sale or disposition of the capital stock of (i)
any Subsidiary Guarantor shall be prohibited and (ii) any other Subsidiary of the Borrower
shall be prohibited unless (in the case of this clause (ii)) it is for all of the
outstanding capital stock of such Subsidiary owned by the Borrower and its Subsidiaries;



     (n) the Borrower and its Subsidiaries may (i) purchase or sell inventory, equipment
and/or other assets in the ordinary course of business in connection with transactions
contemplated by Section 9.05(b) and (ii) dispose of obsolete inventory or equipment not used
or useful in the business the Borrower or such Subsidiaries;



     (o) in connection with any Permitted Acquisition, a Person may merge or consolidate
with and into the Borrower or any Wholly Owned Subsidiary of the Borrower; so long as (i) in
the case of any such transaction involving the Borrower, the surviving corporation of any
such merger or consolidation is the Borrower, (ii) in the case of any such transaction
involving a Subsidiary Guarantor the surviving entity of any such merger or consolidation is
a Wholly Owned Subsidiary of the Borrower, is a Domestic Subsidiary and is a Subsidiary
Guarantor and (iii) the security interests granted to the Collateral Agent for the benefit
of the Secured Creditors pursuant to the Security Documents in the assets of the Borrower
and/or such Subsidiary shall remain in full force and effect and perfected (to at least the
same extent as in effect immediately prior to such merger, dissolution or liquidation);



     (p) the Merger Event shall be permitted on any date when (A) amendment no. 1 to the
Intercreditor Agreement shall have been executed and delivered and (B) either (x) Parent’s
Pro Forma Leverage Ratio would be equal to or less than 3.90:1.00 or (y) Parent’s
Consolidated Indebtedness at such date is at least $50.0 million less than Parent’s
Consolidated Indebtedness on the Amendment Effective Date after giving effect to the
Transactions; provided that any reductions in Revolving Loans shall be disregarded
for the purposes of calculating the reduction in Parent’s Consolidated Indebtedness in
clause (y) unless and solely to the extent that such reductions in outstanding Revolving
Loans are accompanied by a corresponding dollar-for-dollar reduction in outstanding
Revolving Loan Commitments; and



     (q) the sale or disposition of the capital stock of Super Laundry Equipment Corp. or
all or substantially all of the assets of Super Laundry Equipment Corp.; provided
that (x) any such sale or disposition shall be in an amount at least equal to the fair
market value thereof (as determined by the Borrower), (y) any seller indebtedness received
as consideration shall be pledged and delivered to the Collateral Agent pursuant to the
Security Agreement and (z) any Net Sale Proceeds of any such sale are applied to repay the
Loans to the extent required by Section 4.02(f).




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To the extent the Required Banks waive the provisions of this Section 9.02 with respect to the sale
or other disposition of any Collateral or the release of any Subsidiary Guarantor or its Guaranteed
Obligations, or any Collateral or Subsidiary Guarantor is sold or otherwise disposed of as
permitted by this Section 9.02, such Collateral or Subsidiary Guarantor in each case shall be sold
or otherwise disposed of free and clear of the Liens created by this Agreement and the Security
Documents and the Administrative Agent shall take such actions (including, without limitation,
directing the Collateral Agent to take such actions) as are appropriate in connection therewith.




          9.03 Dividends, etc. The Borrower will not, and will not permit any of its Subsidiaries
to, declare or pay any dividends (other than dividends payable solely in such entity’s common stock
or preferred stock (provided such preferred stock meets the requirements of Section
9.13(c)(ii), (iii), (iv) and (v)) or return any capital to, its stockholders or authorize or make
any other distribution, payment or delivery of property or cash to its stockholders as such, or
redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any
shares of any class of its capital stock outstanding on or after the Original Effective Date (or
any warrants for or options or stock appreciation rights in respect of any of such shares), or set
aside any funds for any of the foregoing purposes, and the Borrower will not permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the
capital stock of the Borrower or any Subsidiary of the Borrower outstanding on or after the
Original Effective Date (or any options or warrants or such stock appreciation rights issued by
such Person with respect to its capital stock) (all of the foregoing “Dividends,” it being
understood that the payments made in accordance with the clauses contained in the proviso of
Section 9.06 shall not be deemed to be Dividends), except that:





     (a) any Subsidiary of the Borrower may pay Dividends to the Borrower or any
Wholly-Owned Subsidiary of the Borrower;




     (b) as long as no Default or Event of Default shall then exist or result therefrom the
Borrower may declare and pay a cash Dividend on the Borrower’s Common Stock in fiscal year
ending March 31, 2003 in an amount equal to $5,000,000 plus that portion of the Retained
Amount in such fiscal year not otherwise invested in 9% Senior Notes pursuant to Section
9.05(n), and thereafter to the extent of the Retained Amount in such fiscal year and not
otherwise invested in 9% Senior Notes or IDS Notes pursuant to Section 9.05(n);
provided that any amounts not used in any fiscal year can be carried forward and
used in succeeding fiscal years of the Borrower; provided, further, the
amount of Dividends declared and paid in any four consecutive quarter period pursuant to
this clause (b) shall not exceed $10.0 million;




     (c) the Borrower or any Subsidiary of the Borrower may make payments to the “common
parent” of an “affiliated group” of which the Borrower or such Subsidiary is an “includible
corporation” (as such quoted terms are defined in Section 1504 of the Code) 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 the Borrower and the Borrower’s Subsidiaries would have
been liable for if the Borrower and its Subsidiaries had filed their taxes on a stand-alone
basis; provided that such payments shall be made no earlier than five days prior to
the date on which the related tax payment is required to be made to the Internal Revenue
Service or the applicable taxing authority, as applicable;




     (d) if no Default or Event of Default shall have occurred and be continuing, the
Borrower may declare and pay Dividends (i) prior to the Merger Event to Holdings so that
Holdings may declare and pay dividends or make distributions to Parent so that Parent may
repurchase Parent Common Stock (or rights to acquire Parent Common Stock) and (ii) upon and after the



-51-









 






Merger Event, to repurchase Borrower’s Common Stock (or rights to acquire Borrower’s Common
Stock), in each case from members of Holdings’, Parent’s or the Borrower’s management in an
aggregate amount not to exceed $2,500,000 in any fiscal year and $10,000,000 in the
aggregate prior to the Tranche B-1 Term Loan Maturity Date;




     (e) prior to the Merger Event, if no Default or Event of Default shall have occurred
and be continuing, the Borrower may declare and pay Dividends to Holdings so that Holdings
may declare and pay dividends or make distributions to Parent so that Parent may pay
reasonable tax, legal and accounting fees and other support services provided to or for the
benefit of the Borrower and/or any of its Subsidiaries and to pay Holdings’ and Parent’s
operating and administrative expenses, in an aggregate amount not to exceed $2,000,000 in
any fiscal year;




     (f) the Borrower may (i) prior to the Merger Event, declare and pay Dividends to
Holdings so that Holdings may declare and pay dividends and distributions to Parent and (ii)
upon and after the Merger Event, declare and pay Dividends in each case (x) in connection
with any payment obligations (including administration costs and expenses) under Parent’s
(or Borrower’s, as the case may be) stock or other equity participation purchase program or
similar equity based benefits plans offered to employees of Parent and/or Subsidiaries of
Parent, including, without limitation, any employee stock option plan or options to purchase
Parent Common Stock (or after the Merger Event, Borrower’s Common Stock), in each case in an
aggregate amount not to exceed $1,000,000 in any fiscal year or (y) solely before the Merger
Event, so that Parent may make loans and advances to employees of Parent and its
Subsidiaries in the ordinary course of business and consistent with past practice, in an
aggregate principal amount which, when taken together with the aggregate principal amount of
loans and advances (exclusive of loans and advances for moving and travel expenses or
relocation expenses incurred in connection with a permitted acquisition) made by the
Borrower and its Subsidiaries after the Original Effective Date in accordance with Section
9.05(e), do not exceed $1,500,000 at any one time outstanding;




     (g) (x) if no Event of Default shall have occurred and be continuing, any IDS
Distribution and (y) prior to the Merger Event, if no Default or Event of Default shall have
occurred and be continuing, Dividends to Holdings in respect of Section 9.06(g), shall be
permitted;




     (h) the Permitted IDS Dividend shall be permitted;




     (i) prior to the Merger Event, if no Default or Event of Default shall have occurred
and be continuing, the Borrower may declare and pay Dividends to Holdings so that Holdings
may declare and pay dividends and distributions to Parent to redeem, repurchase or otherwise
repay or acquire for value, IDS Notes, solely to the extent that Parent’s Pro Forma Leverage
Ratio calculated on a pro forma basis to give effect to such redemption, repurchase,
repayment or other acquisition for value of IDS Notes and the incurrence of any Indebtedness
used for such purpose is less than or equal to 3.9:1.0;




     (j) if no Default or Event of Default shall have occurred and be continuing, (x) prior
to the Merger Event, the Borrower may declare and pay Dividends to Holdings so that Holdings
may declare and pay dividends and distributions to Parent to redeem, repurchase or otherwise
repay or acquire for value, shares of Parent’s class A common stock with the net cash
proceeds of an offering of Parent’s class A common stock and (y) on or after the Merger
Event, the Borrower may redeem, repurchase or otherwise repay or acquire for value, shares
of its class A common stock, with the net cash proceeds of an offering of its class A common stock;
provided that the



-52-









 






aggregate amount of all such redemptions, repurchases or other
repayment or acquisition for value pursuant to this clause (j) shall not exceed $25,000,000;
and




     (k) if no Default or Event of Default shall have occurred and be continuing, (x) prior
to or in connection with the Merger Event, the Borrower may declare and pay Dividends to
Holdings so that Holdings may declare and pay dividends and distributions to Parent to
redeem, repurchase or otherwise repay or acquire for value, shares of Parent’s class B
common stock solely with the net cash proceeds of an offering of Parent’s class A common
stock and (y) after the Merger Event, the Borrower may redeem, repurchase or otherwise
retire or acquire for value, shares of its class B common stock solely with the net cash
proceeds of an offering of its class A common stock; provided that such offering of
Parent’s or Borrower’s class A common stock, as the case may be, must in connection with the
exercise of the “over-allotment option” associated with the first offering of such class A
common stock consummated after the Amendment Effective Date; provided,
further, that the aggregate amount of all such redemptions, repurchases or other
repayment or acquisition for value pursuant to this clause (k) shall not exceed $18,750,000.



          9.04 Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to,
contract, create, incur, assume or suffer to exist any Indebtedness, except:





     (a) Indebtedness incurred pursuant to this Agreement, the other Credit Documents and
the 9% Senior Notes;




     (b) Existing Indebtedness outstanding on the Original Effective Date and listed on
Schedule 7.22 to the Original Credit Agreement, including, in each case, any
extensions, refinancings, replacements or restructurings thereof; provided that the
then outstanding principal amount thereof is not increased (other than with respect to
additional Indebtedness incurred to pay, without duplication, interest, premiums or
defeasance costs required by the instruments governing such existing Indebtedness and fees
and expenses incurred in connection therewith);




     (c) Indebtedness under Interest Rate Protection Agreements and Other Hedging Agreements
relating to Indebtedness permitted under this Agreement;




     (d) Capitalized Lease Obligations and Indebtedness of the Borrower and its Subsidiaries
incurred pursuant to purchase money Liens permitted under Section 9.01(p); provided
that all such Capitalized Lease Obligations are permitted under Section 9.02, and (ii) the
sum of (x) the aggregate Capitalized Lease Obligations outstanding at any time plus (y) the
aggregate principal amount of such purchase money Indebtedness outstanding at such time
shall not exceed $25,000,000 (including Capital Lease Obligations referred to on
Schedule 7.22 to the Original Credit Agreement and Schedule 7.22 to this
Agreement);




     (e) Indebtedness constituting Intercompany Loans to the extent permitted by Section
9.05(g);




     (f) Indebtedness consisting of guaranties by the Borrower or its Subsidiaries of
Indebtedness, leases and other contractual obligations (x) permitted to be incurred by the
Borrower or Subsidiaries of the Borrower that are Subsidiary Guarantors and (y) franchisees
of the Borrower and its Subsidiaries incurred in connection with a franchise arrangement
established in the ordinary course of the Borrower’s or such Subsidiaries’ business in an amount not to
exceed $2,500,000 at any time outstanding;



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     (g) Indebtedness acquired as a result of a Permitted Acquisition (or Indebtedness
assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness);
provided that (i) such Indebtedness was not incurred in connection with, or in
anticipation or contemplation of, such Permitted Acquisition, (ii) at the time of such
Permitted Acquisition such Indebtedness does not exceed $15,000,000 in the aggregate, and
(iii) so long as, before and after giving effect to such Permitted Acquisition, no Default
or Event of Default shall have occurred or would result therefrom;




     (h) Indebtedness incurred and outstanding in connection with Permitted Acquisitions;
provided that (i) the aggregate amount of such Indebtedness and Revolving Loans
(other than any refinancings thereof) that may be incurred in any fiscal year in respect of
Permitted Acquisitions consummated during such fiscal year shall not exceed $50,000,000;
(ii) the aggregate amount of all Indebtedness and Revolving Loans (including any
refinancings thereof) outstanding in respect of all Permitted Acquisitions consummated since
the Original Effective Date shall not exceed the aggregate of the amount of the cash
consideration paid or payable in respect of Permitted Acquisitions consummated in each
fiscal year from and after the Original Effective Date; and (iii) so long as, immediately
before and immediately after giving effect to such Permitted Acquisition, no Default or
Event of Default shall have occurred or would result therefrom;




     (i) additional Indebtedness of the Borrower and its Subsidiaries not otherwise
permitted hereunder not exceeding $20,000,000 in aggregate principal amount at any time
outstanding;




     (j) Indebtedness of the Borrower and its Subsidiaries represented by letters of credit
not issued under this Agreement for the account of the Borrower or of such Subsidiaries, as
the case may be, in an aggregate amount not to exceed $5,000,000;




     (k) Indebtedness resulting from endorsement of negotiable instruments for collection in
the ordinary course of business;




     (l) Indebtedness arising with respect to customary indemnification and purchase price
adjustment obligations incurred in connection with any sale of assets of the Borrower or any
of its Subsidiaries permitted under Section 9.02;




     (m) Indebtedness incurred in the ordinary course of business with respect to surety and
appeal bonds, performance and return-of-money bonds and other similar obligations; and




     (n) Indebtedness incurred (i) prior to the Merger Event pursuant to the IDS
Intercompany Note and (ii) after the Merger Event pursuant to the IDS Notes.



          9.05 Advances, Investments and Loans. The Borrower will not, and will not permit any of
its Subsidiaries to, 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 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, or
hold any cash, Cash Equivalents (collectively, “Investments”), except:




          (a) the Borrower and its Subsidiaries may invest in cash and Cash Equivalents;




-54-









 









     (b) the Borrower and its Subsidiaries may acquire and hold receivables owing to it
(and, in the case of Super Laundry, notes receivable created in the ordinary course of
business consistent with past practice and/or in connection with franchise arrangements), if
created or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms (including the dating of receivables) of the Borrower
or such Subsidiary (or in the case of Super Laundry, having payment and other terms
consistent with past practice);




     (c) the Borrower and its Subsidiaries may acquire and own investments (including debt
obligations) received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business;




     (d) Interest Rate Protection Agreements and Other Hedging Agreements entered into to
protect Borrower against fluctuations in interest rates in respect of the Obligations and
the IDS Notes;




     (e) advances, loans and investments in existence on the Original Effective Date and
listed on Schedule 9.05 to the Original Credit Agreement shall be permitted, without
giving effect to any additions thereto or replacements thereof (except those additions or
replacements which are existing obligations as of the Original Effective Date but only to
the extent such further obligations are described on such Schedule 9.05 to the
Original Credit Agreement) and, in addition, loans and advances by Parent and its
Subsidiaries to employees of Parent (or, after the Merger Event, the Borrower) and its
Subsidiaries in the ordinary course of business and consistent with past practices shall be
permitted in an aggregate principal amount which, when taken together with the aggregate
principal amount of outstanding loans and advances made by Parent with the proceeds of
Dividends paid pursuant to Section 9.03(f)(ii)(y), do not exceed $1,500,000 at any one time
outstanding; provided, however, that the foregoing limitation shall not
apply to loans and advances for moving and travel expenses or relocation expenses incurred
in connection with a Permitted Acquisition, which loans, advances and expenses shall be
permitted;




     (f) deposits made in the ordinary course of business consistent with past practices to
secure the performance of leases or other contractual arrangements shall be permitted;




     (g) the Borrower may make intercompany loans and advances to any of its Subsidiaries
and any Subsidiary of the Borrower may make intercompany loans and advances to the Borrower
or any other of its Subsidiaries (collectively, “Intercompany Loans”);
provided that (i) each Intercompany Loan shall be evidenced by an Intercompany Note,
(ii) each such Intercompany Note shall be pledged to the Collateral Agent pursuant to the
Credit Party Pledge Agreement and (iii) neither the Borrower nor any Domestic Subsidiaries
of the Borrower may make loans, advances or equity contributions to any Foreign Subsidiaries
of the Borrower pursuant to this clause (other than loans, advances and cash contributions
in an amount, together with the amount in Section 9.02(g)(ii), not to exceed $2,500,000 in
the aggregate);




     (h) Permitted Acquisitions shall be permitted;




     (i) the Borrower and its Subsidiaries may acquire and hold promissory notes and/or
equity securities issued by the purchaser or purchasers in connection with the sale of
assets to the extent permitted under Section 9.02;



-55-









 






     (j) the Borrower may make capital contributions to any of its respective Subsidiary
Guarantors;




     (k) the Borrower may make cash Investments in an amount not to exceed the aggregate net
cash proceeds from any capital contribution or sale or issuance of its equity after the
Amendment Effective Date minus the amount of any such net cash proceeds applied by the
Borrower to make Dividends under Section 9.03 or to make an Investment under any other
provision of this Section 9.05;




     (l) [Reserved];




     (m) the Borrower may invest in or redeem up to (w) $157.5 million of the 9% Senior
Notes upon consummation of and in connection with the IDS Transactions (x) $324.5 million of
9% Senior Notes on the Second Draw Date with the net proceeds of Second Draw Tranche B-1
Term Loans (y) the principal amount of IDS Notes permitted pursuant to Section 9.11(a)(y)
and (z) $30,000,000 plus that portion of the Retained Amount since the date hereof not paid
as a Dividend pursuant to Section 9.03(b) and otherwise permitted pursuant to Section 9.11
of 9% Senior Notes and/or IDS Notes from time to time; and




     (n) the Borrower and its Subsidiaries may make cash Investments not otherwise permitted
by clauses (a) through (m) above, in an amount not to exceed $25,000,000 outstanding at any
one time; provided that before and after giving effect to each such Investment, no
Default or Event of Default shall have occurred or result therefrom.



          9.06 Transactions with Affiliates. Except as set forth on Schedule 9.06 to the
Original Credit Agreement, the Borrower will not, and will not permit any of its Subsidiaries to,
enter into any transaction or series of related transactions, whether or not in the ordinary course
of business, with any Affiliate, other than in the ordinary course of business and on terms and
conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be
obtained by the Borrower or such Subsidiary 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 9.03;




     (b) loans may be made and other transactions may be entered into by the Borrower and
its Subsidiaries to the extent permitted by Sections 9.02, 9.04 and 9.05;




     (c) customary fees may be paid to non-officer directors of Borrower, Holdings and
Parent;




     (d) Parent (or after the Merger Event, the Borrower) and its Subsidiaries may enter
into employment arrangements with their respective officers and employees in the ordinary
course of business;




     (e) payments under Tax Sharing Agreements may be paid to the extent permitted by
Section 9.03(c);




     (f) reasonable fees and compensation may be paid to and indemnity provided on behalf of
officers, directors, employees or consultants of Parent (or after the Merger Event, the
Borrower) or any of its Subsidiaries;



-56-









 






     (g) payments from Borrower or any or its Subsidiaries may be made to Parent (or after
the Merger Event, Borrower) or its Affiliates for management services in an aggregate amount
of up to $1,000,000 in any fiscal year; and




     (h) Holdings and its Subsidiaries may enter into the IDS Transactions, the
Transactions, the 9% Senior Notes Redemption and the Merger Event.



          Except as specifically provided above, no management or similar fees shall be paid or payable
by Holdings or any of its Subsidiaries to any Person other than GTCR.




          9.07 Capital Expenditures.




          (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital
Expenditures, except that during any period set forth below (taken as one accounting period) the
Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of such
Capital Expenditures made under this Section 9.07(a) does not exceed in any period set forth below
the amount set forth opposite such period below:




	 	 	 	 	 
	 	 	Amount
	Period	 	(in millions)
	Effective date through last day of the Fiscal year ending
March 31, 2002
	 	$	20.0	 
	Fiscal year ending March 31, 2003
	 	 	95.0	 
	Fiscal year ending March 31, 2004
	 	 	100.0	 
	Fiscal year ending March 31, 2005
	 	 	105.0	 
	Fiscal year ending March 31, 2006 and each fiscal year
ending thereafter
	 	 	85.0	 






          (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that
the Capital Expenditures made by the Borrower and its Subsidiaries in any period set forth in
clause (a) above are less than the amount permitted to be made in such period (without giving
effect to any additional amount available as a result of this clause (b)), the amount of such
difference (the “Rollover Amount”) may be carried forward and used to make Capital
Expenditures in succeeding fiscal years of the Borrower; provided that in no event shall
the Rollover Amount available for any fiscal year be greater than $10,000,000 in the aggregate.




          (c) [Reserved]




          (d) In addition to the Capital Expenditures permitted pursuant to the preceding clauses (a)
through (c), Borrower and its Subsidiaries may make additional Capital Expenditures as follows:
(i) Capital Expenditures consisting of the reinvestment of Net Sale Proceeds of asset sales not
required to be applied to prepay the Loans pursuant to Section 4.02(f) as a result of clause (iv)
of the parenthetical phrase contained therein or the proviso thereto, (ii) the reinvestment of
proceeds of Recovery Events not required to be applied to prepay the Loans pursuant to Section 4.02(i), (iii)
Permitted Acquisitions made in accordance with Section 9.02(a), (k) or (l) and (iv) Permitted
Acquisition Capital Expenditures.




          9.08 Leverage Ratio. The Borrower and its Subsidiaries will not permit, prior to the
Merger Event Parent‘s and after the Merger Event the Borrower’s, Pro Forma Leverage Ratio for any




-57-









 







Test Period (taken as one accounting period) ending on the last day of any fiscal quarter described
below to be greater than the ratio set forth opposite such fiscal quarter below:




	 	 	 	 	 
	Fiscal Quarter Ended	 	Ratio
	March 31, 2002
	 	 	5.00 to 1.00	 
	June 30, 2002
	 	 	5.00 to 1.00	 
	September 30, 2002
	 	 	5.00 to 1.00	 
	December 31, 2002
	 	 	4.90 to 1.00	 
	March 31, 2003
	 	 	4.80 to 1.00	 
	June 30, 2003
	 	 	4.80 to 1.00	 
	September 30, 2003
	 	 	4.80 to 1.00	 
	December 31, 2003
	 	 	4.80 to 1.00	 
	March 31, 2004
	 	 	4.60 to 1.00	 
	June 30, 2004
	 	 	4.60 to 1.00	 
	September 30, 2004
	 	 	4.60 to 1.00	 
	December 31, 2004
	 	 	4.60 to 1.00	 
	March 31, 2005
	 	 	4.60 to 1.00	 
	June 30, 2005
	 	 	4.60 to 1.00	 
	September 30, 2005
	 	 	4.60 to 1.00	 
	December 31, 2005
	 	 	4.50 to 1.00	 
	March 31, 2006
	 	 	4.50 to 1.00	 
	June 30, 2006
	 	 	4.50 to 1.00	 
	September 30, 2006
	 	 	4.50 to 1.00	 
	December 31, 2006
	 	 	4.50 to 1.00	 
	March 31, 2007
	 	 	4.50 to 1.00	 
	June 30, 2007
	 	 	4.50 to 1.00	 
	September 30, 2007
	 	 	4.50 to 1.00	 
	December 31, 2007
	 	 	4.25 to 1.00	 
	March 31, 2008
	 	 	4.25 to 1.00	 
	June 30, 2008
	 	 	4.25 to 1.00	 
	September 30, 2008
	 	 	4.25 to 1.00	 
	December 31, 2008
	 	 	4.25 to 1.00	 
	March 31, 2009
	 	 	4.25 to 1.00	 
	June 30, 2009 and each fiscal
quarter thereafter
	 	 	4.00 to 1.00	 






          9.09 Minimum Consolidated EBITDA. The Borrower and its Subsidiaries will not permit the
Borrower’s Consolidated EBITDA for any Test Period, in each case taken as one accounting period,
ended on the last day of a fiscal quarter of the Borrower described below to be less than the
amount set forth opposite such fiscal quarter below; provided,
however, that for purposes of this Section 9.09, the Borrower’s Consolidated EBITDA for any
Test Period may give pro forma effect to a Permitted Acquisition (or other acquisition or
transaction with respect to which the requisite consents of the Banks have been obtained) as if
such Permitted Acquisition (or acquisition or other transaction) had occurred on the first day of
such Test Period:




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	 	 	Amount
	Fiscal Quarter Ended	 	(in millions)
	March 31, 2002
	 	$	145.0	 
	June 30, 2002
	 	 	145.0	 
	September 30, 2002
	 	 	145.0	 
	December 31, 2002
	 	 	145.0	 
	March 31, 2003
	 	 	150.0	 
	June 30, 2003
	 	 	150.0	 
	 
	 	 	 	 
	September 30, 2003
	 	 	150.0	 
	December 31, 2003
	 	 	150.0	 
	March 31, 2004
	 	 	150.0	 
	June 30, 2004
	 	 	155.0	 
	 
	 	 	 	 
	September 30, 2004
	 	 	155.0	 
	December 31, 2004
	 	 	155.0	 
	March 31, 2005
	 	 	155.0	 
	June 30, 2005
	 	 	155.0	 
	 
	 	 	 	 
	September 30, 2005
	 	 	155.0	 
	December 31, 2005
	 	 	150.0	 
	March 31, 2006
	 	 	150.0	 
	June 30, 2006
	 	 	150.0	 
	 
	 	 	 	 
	September 30, 2006
	 	 	150.0	 
	December 31, 2006
	 	 	150.0	 
	March 31, 2007
	 	 	150.0	 
	June 30, 2007
	 	 	150.0	 
	 
	 	 	 	 
	September 30, 2007
	 	 	150.0	 
	December 31, 2007
	 	 	150.0	 
	March 31, 2008
	 	 	150.0	 
	June 30, 2008
	 	 	155.0	 
	 
	 	 	 	 
	September 30, 2008
	 	 	155.0	 
	December 31, 2008
	 	 	155.0	 
	March 31, 2009
	 	 	155.0	 
	June 30, 2009
	 	 	160.0	 
	 
	 	 	 	 
	September 30, 2009
	 	 	160.0	 
	December 31, 2009
	 	 	160.0	 
	March 31, 2010
	 	 	160.0	 
	June 30, 2010
	 	 	162.5	 
	 
	 	 	 	 
	September 30, 2010
	 	 	162.5	 
	December 31, 2010
	 	 	162.5	 
	March 31, 2011
	 	 	162.5	 
	June 30, 2011 and each fiscal quarter thereafter
	 	 	165.0	 







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          9.10 Consolidated Fixed Charge Coverage Ratio. The Borrower will not permit the
Consolidated Fixed Charge Coverage Ratio for any Test Period ended on the last day of a fiscal
quarter to be less than 1.00 to 1.00.




          9.11 Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Borrower will
not, and will not permit any of its Subsidiaries to:





     (a) make (or give any notice in respect of) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of (including, without limitation, by
way of depositing with the trustee with respect thereto or any other Person money or
securities before due for the purpose of paying when due) 9% Senior Notes or, after the
Merger Event, IDS Notes other than (w) an amount up to $171.7 million of 9% Senior Notes
(including redemption premium) plus up to $7.1 million of accrued and unpaid interest
thereon upon consummation of and in connection with the IDS Transactions, (x) $340.0 million
of 9% Senior Notes (including redemption premium) on the Second Draw Date with the net
proceeds of Second Draw Tranche B-1 Term Loans, (y) after the Merger Event, IDS Notes solely
to the extent that the Borrower’s Pro Forma Leverage Ratio, calculated on a pro forma basis
to give effect to the voluntary or optional prepayment, redemption or acquisition for value
and the incurrence of any Indebtedness used for such purpose is less than or equal to
3.9:1.0 and (z) as long as no Default or Event of Default exists, an amount up to
$30,000,000 plus that portion of the Retained Amount from the Original Effective Date not
paid as a Dividend pursuant to Section 9.03(b);




     (b) amend or modify in any material respect or in any manner adverse to the Borrower or
the Banks, or permit such an amendment or modification of, any provision of the 9% Senior
Notes or the IDS Intercompany Note (except for such modifications that occur automatically
in accordance with its terms); and




     (c) amend, modify or change in any way adverse in any material respects to the
interests of the Banks, any Tax Sharing Agreement, its Certificate of Incorporation
(including, without limitation, by the filing or modification of any certificate of
designation) or By-Laws.



          9.12 Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of any such 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 the Borrower or any Subsidiary of the Borrower, or pay any
Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to
the Borrower or any of the Borrower’s Subsidiaries or (c) transfer any of its properties or assets
to the Borrower, except for such encumbrances or restrictions existing under or by reason of (i)
applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or
a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing
agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of
business, (v) any instrument governing any Indebtedness permitted under Section 9.04(g), which
encumbrance or restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the Person so acquired, (vi)
agreements existing on the Original Effective Date to the extent and in the manner such agreements
are in effect on




-60-









 







the Original Effective Date and (vii) an agreement governing Indebtedness incurred
to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clauses (ii), (v) or (vi).




          9.13 Limitation on Issuance of Capital Stock.




          (a) Except as provided otherwise herein, the Borrower and its Subsidiaries shall not issue (i)
any preferred stock or (ii) any redeemable common stock; provided that the Borrower may
issue preferred stock so long as (i) no dividends are payable in cash; (ii) it is not redeemable at
the option of the holders thereof in whole or in part; (iii) it is not convertible into
Indebtedness of the Borrower or any of its Subsidiaries; and (iv) it matures after August 1, 2013
and provides for no mandatory prepayment or mandatory offers to purchase prior to such date.




          (b) Prior to the Merger Event, the Borrower shall not issue, or permit any of its Subsidiaries
to issue, any capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i) for transfers and
replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends
and similar issuances which do not decrease the percentage ownership of Holdings or any of its
Subsidiaries in any class of the capital stock of the Borrower or such Subsidiary, (iii) to qualify
directors to the extent required by applicable law, (iv) Subsidiaries formed after the Original
Effective Date pursuant to Section 9.15 may issue capital stock to Holdings, the Borrower or their
respective Wholly Owned Subsidiaries, in accordance with the other requirements of this Agreement,
(v) under or in connection with any employee stock option plan and (vi) the Borrower may issue
equity securities to Holdings so long as such equity securities are pledged to the Collateral Agent
and the Banks as security for the Borrower’s obligations under this Agreement on substantially the
same terms and conditions as the pledge by Holdings of the capital stock of the Borrower on the
Original Effective Date and the cash proceeds of such equities will be applied in accordance with
Section 4.02(e).




          (c) Notwithstanding the above, the consummation of the Merger Event shall not constitute an
issuance of capital stock of the Borrower.




          9.14 Business. The Borrower will not, and will not permit any of its Subsidiaries to,
engage (directly or indirectly) in any business other than the business in which the Borrower and
its Subsidiaries are engaged on the Original Effective Date and reasonable extensions thereof or
businesses complementary to their respective businesses, including, without limitation, route
businesses (the “Business”).




          9.15 Limitation on the Creation of Subsidiaries. The Borrower shall not establish, create
or acquire any additional Subsidiaries without the prior written consent of the Required Banks;
provided that the Borrower may establish or create one or more Wholly Owned Subsidiaries
(and non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant
to Investments pursuant to Section 9.05(h), (i) or (n)) of the Borrower without such consent so
long as the Borrower and its Subsidiaries comply with Section 8.10.




          9.16 Restriction on Tax Consolidation. The Borrower will not, and will not permit any of
its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any
Person other than Parent, Holdings, the Borrower and their respective Subsidiaries except, in the
case of any Subsidiary, for tax periods beginning prior to such Subsidiary’s having become a
Subsidiary of the Borrower; provided, however, that if the Borrower disposes of
more than 50% of the outstanding stock of any Subsidiary (by both voting power and value), this
Section 9.16 will not apply with respect to such Subsidiary.




-61-









 








          9.17 Anti-Terrorism Law; Anti-Money Laundering.




          No Credit Party will, nor will they cause or permit any Subsidiaries to




          (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 Credit Parties shall deliver to the Banks
any certification or other evidence requested from time to time by any Bank in its reasonable
discretion, confirming the Credit Parties’ compliance with this Section 9.17).




          (b) The Borrower will not, and will not permit any of its Subsidiaries to, cause or permit any
of the funds of such Credit 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 any Requirement of
Law.




          9.18 Embargoed Person. No Credit Party will, nor will they cause or permit any
Subsidiaries to, cause or permit (a) any of the funds or properties of the Credit Parties that are
used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly
by, any person subject to sanctions or trade restrictions under United States law (“Embargoed
Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated
Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by
OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that
the investment in the Credit Parties (whether directly or indirectly) is prohibited by a
Requirement of Law, or the Loans made by the Banks would be in violation of a Requirement of Law,
or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders
or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in
the Credit Parties, with the result that the investment in the Credit Parties (whether directly or indirectly) is
prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.




          SECTION 10. Events of Default. Upon the occurrence of any of the following specified
events (each, an “Event of Default”):




          10.01 Payments. The Borrower shall (i) default in the payment when due of any principal of
any Loan or any Note or (ii) default, and such default shall continue unremedied for three or more
Business Days, in the payment when due of any Unpaid Drawings or interest on any Loan or Note, or
any Fees or any other amounts owing hereunder or thereunder; or




          10.02 Representations, etc. Any representation, warranty or statement made by any Credit
Party herein or in any other Credit Document or in any certificate delivered pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of which made or deemed
made; or




          10.03 Covenants. Holdings or the Borrower shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in Section 8.01(g) or (i) or Section
9 or (ii) default in the due performance or observance by it of any other term, covenant or
agreement contained in




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this Agreement and such default shall continue unremedied for a period of 30
days after written notice to the Borrower by the Agents or any Bank; or




          10.04 Default Under Other Agreements. (i) Parent (or after the Merger Event, the
Borrower) or any of its Subsidiaries shall default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under
which such Indebtedness was created or (ii) Parent (or after the Merger Event, the Borrower) or any
of its Subsidiaries shall default in the observance or performance of any covenant relating to any
Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or in the case of the Borrower and its
Subsidiaries permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause (determined without regard to whether any notice is required), any
such Indebtedness to become due prior to its stated maturity, or (iii) any Indebtedness (other than
the Obligations) of Holdings or its Subsidiaries shall be declared to be due and payable, or
required to be prepaid other than by regularly scheduled required payments, prior to the stated
maturity thereof; provided that (x) it shall not be a Default or Event of Default under
this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in the
preceding clauses (i) through (iii), inclusive, is at least $2,500,000; or




          10.05 Bankruptcy, etc. Holdings, the Borrower or any of their respective Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled
“Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy
Code”); or an involuntary case is commenced against
Holdings, the Borrower or any of their respective Subsidiaries and the petition is not controverted
within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian
(as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of Holdings, the Borrower or any of their respective Subsidiaries, or Holdings, the
Borrower or any of their respective Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to
Holdings, the Borrower or any of their respective Subsidiaries, or there is commenced against
Holdings, the Borrower or any of their respective Subsidiaries any such proceeding which remains
undismissed for a period of 60 days, or Holdings, the Borrower or any of their respective
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving
any such case or proceeding is entered; or Holdings, the Borrower or any of their respective
Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of
its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the
Borrower or any of their respective Subsidiaries makes a general assignment for the benefit of
creditors; or any corporate action is taken by Holdings, the Borrower or any of their respective
Subsidiaries for the purpose of effecting any of the foregoing; or




          10.06 ERISA. An ERISA Event or noncompliance with respect to Foreign Plans shall have
occurred that, in the opinion of the Required Banks, when taken together with all other ERISA
Events and noncompliance with respect to Foreign Plans that have occurred, could reasonably be
expected to result in a Material Adverse Effect; or




          10.07 Security Documents. At any time after the execution and delivery thereof, any of the
Security Documents (other than the Holdings Pledge Agreement which shall terminate in connection
with the Merger Event) shall cease to be in full force and effect, or shall cease in any material
respect to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights,
powers and privileges purported to be created thereby (including, without limitation, except with
respect to the Collateral





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Assignments of Leases and the Collateral Assignment of Location Leases, a
perfected security interest in, and Lien on, all of the Collateral), in favor of the Collateral
Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens
except as permitted pursuant to this Agreement or the Security Documents, or any Credit Party shall
default in the due performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any of the Security Documents and such default shall continue
beyond any grace period specifically applicable thereto pursuant to the terms of such Security
Document; or




     10.08 Guaranty. Any Guaranty or any material provision thereof shall cease to be in full
force or effect as to any Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary
Guarantor shall deny or disaffirm any Subsidiary Guarantor’s obligations under the relevant
Guaranty, or Subsidiary Guarantor shall default in the due performance or observance of any
material term, covenant or agreement on its part to be performed or observed pursuant to the
Guaranty; or



          10.09 Judgments. One or more judgments or decrees shall be entered against Holdings, the
Borrower or any of their respective Subsidiaries involving in the aggregate for Holdings, the
Borrower and their respective Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance company) and such
judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged
or stayed or bonded pending appeal for any period of 60 consecutive days, and the aggregate amount
of all such judgments exceeds $2,500,000; or




          10.10 Change of Control. A Change of Control shall occur;



then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent may, and upon the written request of the Required Banks,
shall, by written notice to the Borrower, take any or all of the following actions, without
prejudice to the rights of any Agents, any Bank or the holder of any Note to enforce its claims
against any Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower or Holdings, the result which would occur upon the giving
of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice and the Administrative Agent
may exercise the rights specified in clause (v) below without the giving of any such notice): (i)
declare the Total Commitments terminated, whereupon all Commitments of each Bank shall forthwith
terminate immediately and any Commitment Commission shall forthwith become due and payable without
any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of
all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of
Credit, which may be terminated, in accordance with its terms; (iv) direct the Borrower to pay (and
the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default
specified in Section 10.05 with respect to the Borrower or Holdings, it will pay) to the Collateral
Agent at the Payment Office such additional amount of cash, to be held as security by the
Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for
the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, any or all of
the Liens, security interests and rights created pursuant to the Security Documents; and (vi) apply
any cash collateral as provided in Section 4.02.




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          SECTION 11. Definitions and Accounting Terms.




          11.01 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of
the terms defined):





     “Additional Collateral” shall have the meaning provided in Section 8.10(a).




     “Additional Mortgage” shall have the meaning provided in Section 8.10(a).




     “Additional Mortgage Conditions” shall mean:




     (A) the Collateral Agent shall have received a Mortgage with respect to such Fee
Property, and such Mortgage shall be in full force and effect, together with each document
required by law or reasonably requested by the Collateral Agent to be filed, registered or
recorded or delivered to the Collateral Agent in order to create in favor of the Collateral
Agent for the benefit of the Secured Creditors a valid, legal and perfected first priority security
interest in and Lien on such Fee Property, subject to Permitted Liens of the type described
in clauses (a), (d), (e) and (g) of the definition thereof;




     (B) with respect to each such Fee Property, the appropriate Credit Party shall have
made all notifications, registrations and filings, to the extent required by, and in
accordance with, all Governmental Real Property Disclosure Requirements as applicable to
such Fee Property, including the use of forms provided by state, local or foreign agencies,
where such forms exist;




     (C) with respect to each such Fee Property, 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 such Fee Property and fixtures described therein in an amount not
less than 100% of the fair market value thereof as agreed between each Credit Party and the
Collateral Agent, which policy (or commitment) shall (w) be issued by a title insurance
company retained by the Borrower and reasonably acceptable to the Collateral Agent, (x)
include such reinsurance arrangements (with provisions for direct access) as shall be
acceptable to the Collateral Agent, (y) contain a “tie-in” or “cluster” endorsement (if
available under applicable law) (i.e., policies which insure against losses
regardless of location or allocated value of the insured property up to a stated maximum
coverage amount) and have been supplemented by such endorsements as shall be reasonably
requested by the Collateral Agent (including, without limitation, endorsements on matters
relating to usury, first loss, last dollar, zoning or PZR report, contiguity, revolving
credit, doing business, Lender non-imputation, public road access, survey, variable rate and
so-called comprehensive coverage over covenants and restrictions) and (z) contain no
exceptions to title other than exceptions for the Liens permitted by clause (A) hereof, the
applicable Mortgage or that are satisfactory to the Collateral Agent;




     (D) with respect to each such Fee Property, a Survey;




     (E) with respect to each such Fee Property, (i) such affidavits, certificates,
information (including financial data) and instruments of indemnification (including a
so-called “gap” indemnification) as shall be required to induce the title insurance company
to issue the policy or policies (or commitment or commitments) and endorsements contemplated
in subparagraph (C) above and (ii) such consents, approvals, estoppels, tenant subordination
agreements or other instruments as shall be necessary or appropriate in the reasonable
judgment of the Collateral Agent



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in order for the owner of such Fee Property to grant the
Lien contemplated by the Mortgage with respect to such Fee Property; and




     (F) evidence acceptable to the Collateral Agent of payment by the Credit Parties of all
applicable title insurance premiums, search and examination charges, survey costs and
related charges, mortgage recording taxes, fees, charges, costs and expenses required for
the recording of the Mortgages and issuance of the title insurance policies referred to in
clause (C) above.



          “Adjusted Revolving Loan Percentage” shall mean (x) at a time when no Bank Default
exists, for each Revolving Loan Bank, such Bank’s Percentage and (y) at a time when a Bank Default
exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for each Bank that is a
Non-Defaulting Bank, the percentage determined by dividing such Bank’s Revolving Loan Commitment at
such time by the Adjusted Total Revolving Loan Commitment at such time, it being understood that
all references herein to Revolving Loan Commitments and the Adjusted Total Revolving Loan
Commitment at a time when the Total Revolving Loan Commitment or Adjusted Total Revolving Loan
Commitment, as the case may be, has been terminated shall be references to the Revolving Loan
Commitments or Adjusted Total Revolving Loan Commitment, as the case may be, in effect immediately prior to such
termination; provided that (A) no Bank’s Adjusted Revolving Loan Percentage shall change
upon the occurrence of a Bank Default from that in effect immediately prior to such Bank Default
if, after giving effect to such Bank Default and any repayment of Revolving Loans at such time
pursuant to Section 4.02(a) or otherwise, the sum of (i) the aggregate outstanding principal amount
of Revolving Loans of all Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings exceed
the Adjusted Total Revolving Loan Commitment plus (iii) the outstanding principal amount of
Swingline Loans in excess of the Adjusted Total Revolving Loan Commitment; (B) the changes to the
Adjusted Revolving Loan Percentage that would have become effective upon the occurrence of a Bank
Default but that did not become effective as a result of the preceding clause (A) shall become
effective on the first date after the occurrence of the relevant Bank Default on which the sum of
(i) the aggregate outstanding principal amount of the Revolving Loans of all Non-Defaulting Banks
plus (ii) the Letter of Credit Outstandings is equal to or less than the Adjusted Total Revolving
Loan Commitment plus (iii) the outstanding principal amount of Swingline Loans equal to or less
than the Adjusted Total Revolving Loan Commitment; and (C) if (i) a Non-Defaulting Bank’s Adjusted
Revolving Loan Percentage is changed pursuant to the preceding clause (B) and (ii) any repayment of
such Bank’s Revolving Loans, or of Unpaid Drawings with respect to Letters of Credit, that were
made during the period commencing after the date of the relevant Bank Default and ending on the
date of such change to its Adjusted Revolving Loan Percentage must be returned to the Borrower as a
preferential or similar payment in any bankruptcy or similar proceeding of the Borrower, then the
change to such Non-Defaulting Bank’s Adjusted Revolving Loan Percentage effected pursuant to said
clause (B) shall be reduced to that positive change, if any, as would have been made to its
Adjusted Revolving Loan Percentage if (x) such repayments had not been made and (y) the maximum
change to its Adjusted Revolving Loan Percentage would have resulted in the sum of the outstanding
principal of Revolving Loans made by such Bank plus such Bank’s new Adjusted Revolving Loan
Percentage of the outstanding principal amount of Letter of Credit Outstandings equaling such
Bank’s Revolving Loan Commitment at such time.




          “Adjusted Second Draw Tranche B-1 Term Loan Percentage” shall mean (x) at a time when
no Bank Default exists, for each Second Draw Tranche B-1 Term Loan Bank, such Bank’s Percentage and
(y) at a time when a Bank Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii)
for each Bank that is a Non-Defaulting Bank, the percentage determined by dividing such Bank’s
Second Draw Tranche B-1 Term Loan Bank Commitment at such time by the Adjusted Total Second Draw
Tranche B-1 Term Loan Bank Commitment at such time, it being understood that all references herein
to Second Draw Tranche B-1 Term Loan Commitments and the Adjusted Total Second Draw Tranche B-1




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Term Loan Commitment at a time when the aggregate Second Draw Tranche B-1 Term Loan Commitment or
Adjusted Total Second Draw Tranche B-1 Term Loan Commitment, as the case may be, has been
terminated shall be references to the Second Draw Tranche B-1 Term Loan Commitments or Adjusted
Total Second Draw Tranche B-1 Term Loan Commitment, as the case may be, in effect immediately prior
to such termination.




          “Adjusted Total Revolving Loan Commitment” shall mean at any time the Total Revolving
Loan Commitments less the aggregate Revolving Loan Commitments of all Defaulting Banks.




          “Adjusted Total Second Draw Tranche B-1 Term Loan Commitment” shall mean at any time
the aggregate Second Draw Tranche B-1 Term Loan Commitments less the aggregate Second Draw Tranche
B-1 Term Loan Commitments of all Defaulting Banks.




          “Administrative Agent” shall mean Deutsche Bank Trust Company Americas, in its
capacity as Agent for the Banks hereunder, and shall include any successor to the Agent appointed
pursuant to Section 12.09.




          “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common control with, such Person
(excluding in the case of the Borrower, the Subsidiary Guarantors); provided,
however, that for purposes of Section 9.06, an Affiliate of the Borrower shall include any
Person that directly or indirectly owns more than 5% of any class of the capital stock of the
Borrower and any officer or director of the Borrower or any such Person. A Person shall be deemed
to control another Person if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether through the
ownership of voting securities, by contract or otherwise.




          “Agents” shall mean, collectively, the Administrative Agent, the Syndication Agent and
the Lead Arrangers and Book Managers, and solely with respect to Section 13.01, the Original
Syndication Agent and the Original Documentation Agent.




          “Agreement” shall mean this Credit Agreement, as modified, supplemented or amended
from time to time.




          “Amendment Agreement” shall mean the Amendment Agreement dated as of December 19, 2005
among the Borrower, Holdings, the Subsidiary Guarantors and certain Banks party thereto.




          “Amendment Effective Date” shall mean December 19, 2005.




          “Anti-Terrorism Laws” shall have the meaning provided in Section 7.18(a).




          “Applicable Base Rate Margin” shall mean (i) in the case of Revolving Loans, a
percentage per annum equal to 2.00% and (ii) in the case of Tranche B-1 Term Loans, a percentage
per annum equal to 1.50%; provided that the percentage set forth in clause (i) above shall
be subject to any applicable Leverage Pricing Adjustment, if any; provided,
further, that in the case of clause (ii) hereof, the Applicable Base Rate Margin will be
adjusted to 1.25% on each day where either (x) the Borrower has ratings of at least B1 (senior
implied) or better by Moody’s Investors Service, Inc. and B+ (corporate) or better by Standard &
Poor’s Rating Services or (y) the Pro Forma Leverage Ratio is less than 3.25:1.0 as of the last day
of the most recent fiscal quarter or year ended immediately prior to such day.




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          “Applicable Eurodollar Margin” shall mean (i) in the case of Revolving Loans, a
percentage per annum equal to 3.00% and (ii) in the case of Tranche B-1 Term Loans, a percentage
per annum equal to 2.50%; provided that the percentage set forth in clause (i) above shall
be subject to any applicable Leverage Pricing Adjustment, if any; provided,
further, that in the case of clause (ii) hereof, the Applicable Eurodollar Margin will be
adjusted to 2.25% on each day where either (x) the Borrower has ratings of at least B1 (senior
implied) or better by Moody’s Investors Service, Inc. and B+ (corporate) or better by Standard &
Poor’s Rating Services or (y) the Pro Forma Leverage Ratio is less than 3.25:1.0 as of the last day
of the most recent fiscal quarter or year ended immediately prior to such day.




          “Applicable Percentage” shall mean 0.50% per annum.




          “Assignment and Assumption Agreement” shall mean the Assignment and Assumption
Agreement substantially in the form of Exhibit K to the Original Credit Agreement
(appropriately completed).




          “Authorized Officer” of any Credit Party shall mean any of the Chairman of the Board,
the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary, any
Assistant Secretary, any Assistant Treasurer or the Controller of such Credit Party or any other
officer of such Credit Party which is designated in writing to the Administrative Agent by any of the
foregoing officers of such Credit Party as being authorized to give such notices under this
Agreement.




          “Bank” shall mean each financial institution listed on Annex I, as well as any Person
which becomes a “Bank” hereunder pursuant to 13.04(b).




          “Bank Default” shall mean (i) the refusal (which has not been retracted) of a Bank to
make available its portion of any Borrowing or to fund its portion of any unreimbursed payment
under Section 2.03(c) or (ii) a Bank having notified in writing the Borrower and/or the
Administrative Agent that it does not intend to comply with its obligations under Section 1.01 or
Section 2, in the case of either clause (i) or (ii) as a result of any takeover of such Bank by any
regulatory authority or agency.




          “Bankruptcy Code” shall have the meaning provided in Section 10.05.




          “Base Rate” at any time shall mean the higher of (y) the Prime Lending Rate and (z)
the rate which is 1/2 of 1% in excess of the Federal Funds Rate.




          “Base Rate Loan” shall mean each Loan designated or deemed designated as such by the
Borrower at the time of the incurrence thereof or conversion thereto.




          “Borrower” shall mean, prior to the Merger Event, Coinmach Corporation, a Delaware
corporation, and after the Merger Event, either Coinmach Corporation or Parent as successor to
Coinmach Corporation.




          “Borrower’s Common Stock” shall mean the common stock of Borrower.




          “Borrowing” shall mean the borrowing of one Type of Loan of a single Tranche from all
the Banks having Commitments of the respective Tranche on a given date (or resulting from a
conversion or conversions on such date) having in the case of Eurodollar Loans the same Interest
Period; provided that Base Rate Loans incurred pursuant to Section 1.11(b) shall be
considered part of the related Borrowing of Eurodollar Loans.




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          “Business” shall have the meaning provided in Section 9.14.




          “Business Day” shall mean (i) for all purposes other than as covered by clause (ii)
below, any day except Saturday, Sunday and any day which shall be in New York City a legal holiday
or a day on which commercial banking institutions are authorized or required by law or other
government action to close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between banks in the New
York interbank Eurodollar market.




          “Capital Expenditures” shall mean, with respect to any Person, all expenditures by
such Person which should be added to the fixed assets account on the consolidated balance sheet of
such Person in accordance with GAAP (which shall not include (i) interest capitalized during
construction but only to the extent included in Consolidated Net Cash Interest Expense and (ii)
increases to property and equipment that are reflected (or under the accounting policies and
presentation of the Borrower as in effect on the Original Effective Date, would have been
reflected) in “Additions to net assets from acquired businesses” on the Borrower’s Condensed
Consolidated Statements of Cash Flows), including all such expenditures with respect to plant,
property or equipment (including, without limitation, expenditures for maintenance and repairs
which should be capitalized in accordance with GAAP and the amount reflected
(or under the accounting policies and presentation of the Borrower as in effect on the
Original Effective Date, would have been reflected) in “Advance rental payments to location owners”
on the Borrower’s Condensed Consolidated Statements of Cash Flows) and the amount of all
Capitalized Lease Obligations incurred by such Person; provided that, for the purposes of
Section 9.07 and the definitions of “Consolidated Fixed Charge Coverage Ratio” and “Excess Cash
Flow,” Capital Expenditures will not include, to the extent used before June 30, 2006 to make
Capital Expenditures in respect of the management and information systems of the Borrower and its
Subsidiaries or in property, plant and equipment used in the ordinary business of Appliance
Warehouse of America, Inc., the lesser of (x) $15.0 million and (y) the amount by which cash on
hand exceeds $25.0 million upon consummation of and after giving effect to the IDS Transactions.




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




          “Capitalized Lease Obligations” shall mean all obligations under Capital Leases of the
Borrower or any of its Subsidiaries in each case taken at the amount thereof that should be
accounted for as liabilities in accordance with GAAP.




          “Cash Equivalents” shall mean (i) securities issued or directly and fully guaranteed
or insured by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is pledged in
support thereof) having maturities of not more than twelve months from the date of acquisition,
(ii) U.S. dollar denominated time deposits, certificates of deposit and banker acceptances of (x)
any Bank or (y) any bank whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank or
Bank, an “Approved Bank”), in each case with maturities of not more than twelve months from
the date of acquisition, (iii) commercial paper issued by any Approved Bank or by the parent
company of any Approved Bank and commercial paper issued by, or guaranteed by, any industrial or
financial company with a short-term commercial paper rating of at least A-1 or the equivalent
thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, as the case may be, and in
each case maturing within twelve months after the date of acquisition, (iv) marketable direct
obligations issued by any state of the United States of America or any political subdivision of any
such state or any




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public instrumentality thereof maturing within twelve months from the date of
acquisition thereof and, at the time of acquisition having one of the two highest ratings
obtainable from either S&P or Moody’s, (v) any repurchase agreement entered into with any Approved
Bank which is secured by any obligation of the type described in any of clauses (i) through (iii)
and (vi) investments in money market funds substantially all the assets of which are comprised of
securities of the types described in clauses (i) through (iv) above.




          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. § 9601 et seq., as the same may be amended from
time to time.




          “Change in Law” shall mean the introduction of any law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law), or any change in
law or governmental rule, regulation, order, guideline or request (whether or not having the force
of law), or the interpretation or administration thereof.




          “Change of Control” shall mean (i) except as a result of the Merger Event, Holdings
shall at any time cease to own directly 100% of the capital stock of the Borrower; (ii) any
“Person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or
shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of more than GTCR or more than 35% of Holdings Common Stock (or, after the Merger
Event, Borrower’s Common Stock) or (iii) the Board of Directors of Holdings (or, after the Merger
Event, Borrower) shall cease to consist of a majority of Continuing Directors.




          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and the rulings issued thereunder. Section references to the Code are
to the Code, as in effect at the date of the Original Credit Agreement, and to any subsequent
provision of the Code, amendatory thereof, supplemental thereto or substituted therefor.




          “Collateral” shall mean all property (whether real, personal or mixed), now owned or
hereafter acquired with respect to which any security interests or Liens have been granted (or
purported to be granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged Properties and all
cash and Cash Equivalents delivered as collateral pursuant to Section 4.02 or 10.




          “Collateral Agent” shall mean the Administrative Agent acting as collateral agent for
the Secured Creditors pursuant to the Security Documents.




          “Collateral Assignment of Leases” shall mean the Collateral Assignment of Leases
executed in connection with the Credit Agreement, substantially in the form of Exhibit G to
the Original Credit Agreement, made by the Borrower and the Subsidiary Guarantors in favor of the
Collateral Agent relating to the Principal Leases, as such agreement may be amended, modified or
supplemented from time to time.




          “Collateral Assignment of Location Leases” shall mean the Collateral Assignment of
Location Leases executed in connection with the Credit Agreement, substantially in the form of
Exhibit I hereto, made by the Borrower and the Subsidiary Guarantors in favor of the
Collateral Agent relating to the Location Leases, as such agreement may be amended, modified or
supplemented from time to time.




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          “Commitment” shall mean any of the commitments of any Bank; i.e., whether the
Initial Tranche B-1 Term Loan Commitment or Second Draw Tranche B-1 Term Loan Commitment or
Revolving Loan Commitment or the commitment of DBTCA to make Swingline Loans.




          “Commitment Commission” shall have the meaning provided in Section 3.01(a).




          “Consolidated Current Assets” shall mean, at any time, the consolidated current assets
of the Borrower and its Consolidated Subsidiaries excluding cash and Cash Equivalents.




          “Consolidated Current Liabilities” shall mean, at any time, the consolidated current
liabilities of the Borrower and its Consolidated Subsidiaries at such time, but excluding (i) the
current portion of any Indebtedness under this Agreement and any other long-term Indebtedness which
would otherwise be included therein and (ii) the current portion of Indebtedness.




          “Consolidated EBIT” shall mean, for any period, (A) the sum of the amounts for such
period of (i) Consolidated Net Income, (ii) provisions for cash taxes based on income, (iii)
Consolidated Net Cash Interest Expense, (iv) the amount of amortization or write-off of deferred
financing costs, termination costs and debt issuance costs during such period and any premium or
penalty paid in connection with redeeming or retiring indebtedness prior to the stated maturity
thereof pursuant to the agreements governing such Indebtedness to the extent deducted in
determining Consolidated Net Income, (v) other non-
recurring transaction costs and expenses, including but not limited to interest expenses and
swap termination costs and expenses incurred during such period in connection with the IDS
Transactions, the Transactions, the 9% Senior Notes Redemption, the Merger Event and the redemption
or repurchase of the IDS Notes, in each case to the extent deducted in determining Consolidated Net
Income, (vi) losses on sales of assets (excluding sales in the ordinary course of business) and
other extraordinary or nonrecurring losses less (B) the amount for such period of gains on sales of
assets (excluding sales in the ordinary course of business) and other extraordinary or nonrecurring
gains, all as determined on a consolidated basis in accordance with GAAP, and (vii) up to
$1,000,000 of legal, tax and accounting costs and expenses and other administrative or operating
costs and expenses of Parent or Holdings or relating to Parent’s or Holdings’ ownership of the
Borrower, in each case, to the extent deducted in the calculation of Consolidated Net Income.




          “Consolidated EBITDA” shall mean, for any period, the sum of the amounts for such
period of (i) Consolidated EBIT, (ii) depreciation expense, (iii) amortization expense and (iv)
without duplication, all other non-cash charges (including non-cash compensation expenses relating
to employee stock options and management loan forgiveness) included in determining Consolidated Net
Income during such period, all as determined on a consolidated basis in accordance with GAAP.




          “Consolidated Fixed Charge Coverage Ratio” shall mean, for any period, the ratio of
(i) Consolidated EBITDA of Borrower, minus the amount of all Capital Expenditures made by the
Borrower and its Subsidiaries for such period, to (ii) Consolidated Fixed Charges for such period;
provided that in the event that the period for which the Consolidated Fixed Charge Coverage
Ratio is being determined includes any period prior to the Original Effective Date, the
Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma basis to give effect to
any Indebtedness incurred on or after the Original Effective Date (including, without limitation,
the Loans and the 9% Senior Notes) as if such Indebtedness had been incurred at the beginning of
such period and had remained outstanding throughout such period.




          “Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication,
of (i) Consolidated Net Cash Interest Expense for such period, (ii) the amount of all cash payments
made




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by the Borrower and its Subsidiaries in respect of income taxes or income tax liabilities for
such period net of any cash income tax refunds actually received by the Borrower and its
Subsidiaries during such period, (iii) scheduled mandatory repayments of principal of outstanding
Indebtedness to the extent actually paid, (iv) additions (reductions) to Consolidated Working
Capital for such period and (v) IDS Distributions for such period to the extent made, in each case,
prior to the Merger Event, of Parent and upon consummation of the Merger Event, of the Borrower.
It is understood that prepayments made pursuant to Section 4.02(e), (f), (h), (i), or (j) are not
scheduled mandatory repayments as referred to in clause (iii) hereof.




          “Consolidated Indebtedness” shall mean an amount equal to the outstanding principal
amount of all Indebtedness of any Person and its Subsidiaries, determined in accordance with GAAP.




          “Consolidated Net Cash Interest Expense” shall mean, for any period, without
duplication, the total consolidated cash interest expense of a Person and its Consolidated
Subsidiaries on a consolidated basis for such period plus, without duplication, that portion of
Capitalized Lease Obligations of such Person and its Consolidated Subsidiaries representing the
interest factor for such period, in each case net of the total consolidated cash interest income of
such Person and its Consolidated Subsidiaries for such period, but excluding the amount of
amortization or write-off of deferred financing costs, termination costs and debt issuance costs
during such period, other non-recurring transaction costs and expenses, including but not limited
to interest expenses and swap termination costs and expenses incurred during
such period in connection with the Original Transactions, the Transactions, the 9% Senior Note
Redemption, the Merger Event and the redemption or repurchase of the IDS Notes, to the extent
included in such consolidated cash interest expense for such period, and any premium or penalty
paid in connection with redeeming or retiring indebtedness prior to the stated maturity thereof
pursuant to the agreements governing such Indebtedness to the extent deducted in determining
Consolidated Net Income.




          “Consolidated Net Income” shall mean, for any period, for any Person, the consolidated
net after tax income of such Person and its Consolidated Subsidiaries 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.




          “Consolidated Working Capital” shall mean Consolidated Current Assets minus
Consolidated Current Liabilities.




          “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, (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or
payment of any such primary obligation or (y) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) 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
obligation or (iv) 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. 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




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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.




          “Continuing Directors” shall mean the directors of Parent on the Amendment Effective
Date and each other director, if such Director’s nomination for election to the Board of Directors
of Parent is recommended by a majority of the then Continuing Directors.




          “Covered Taxes” shall mean any and all Taxes, other than Excluded Taxes.




          “Credit Documents” shall mean (i) this Agreement (including the Original Credit
Agreement), (ii) each Note, (iii) each Security Document (iv) the Amendment Agreement and (v) each
other document or certificate delivered to any Agent, the Collateral Agent and/or any Bank in
connection herewith or therewith evidencing or governing the Obligations or delivered in connection
herewith or therewith.




          “Credit Event” shall mean (i) the making of any Loan, (ii) the issuance of any Letter
of Credit or (iii) the issuance of irrevocable notice by the Borrower to the holders of the 9%
Senior Notes pursuant to the 9% Senior Notes Indenture to effect the 9% Senior Notes Redemption.




          “Credit Party” shall mean the Borrower and each Subsidiary Guarantor.




          “Credit Party Pledge Agreement” shall mean the Credit Party Pledge Agreement executed
in connection with the Credit Agreement, substantially in the form of Exhibit N to the
Original Credit Agreement, made by the Borrower and the Subsidiary Guarantors in favor of the
Collateral Agent, as such agreement may be amended, modified or supplemented from time to time.




          “DBTCA” shall mean Deutsche Bank Trust Company Americas in its individual capacity.




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




          “Defaulting Bank” shall mean any Bank with respect to which a Bank Default is in
effect.




          “Dividend” shall have the meaning provided in Section 9.03




          “Documents” shall mean the Credit Documents and the 9% Senior Notes Indenture.




          “Dollars” and the sign “$” shall each mean freely transferable lawful money of
the United States.




          “Domestic Subsidiary” shall mean those Subsidiaries of Borrower that are organized
under the laws of the United States, one of the states of the United States of America or the
District of Columbia.




          “Drawing” shall have the meaning provided in Section 2.04(b).




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          “Eligible Transferee” shall mean and include a commercial bank, financial institution
or other institutional “accredited investor” (as defined in Regulation D of the Securities Act);
provided that none of the Borrower or any of its Subsidiaries shall be an Eligible
Transferee.




          “Employee Benefit Plan” shall mean an employee benefit plan (as defined in Section
3(3) of ERISA) that is maintained or contributed to by any ERISA Entity or with respect to which
Borrower or a Subsidiary could incur liability.




          “Environmental Claims” shall mean any and all administrative, regulatory or judicial
actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any Environmental Law or any permit
issued, or any approval given, under any such Environmental Law (hereafter, “Claims”),
including, without limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, investigation, removal, response, remedial or other actions or damages
pursuant to any Environmental Law, and (b) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief in connection with
alleged injury or threat of injury to health, safety or the environment due to the presence of
Hazardous Materials.




          “Environmental Law” shall mean any applicable federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, legally binding guideline or written policy and
any rule of common law in effect on the Original Effective Date or thereafter and in each case as
amended, and any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or
judgment, to the extent binding on the Borrower or any of its Subsidiaries, relating to the
environment, employee health and safety or Hazardous Materials, including, without limitation,
CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.;
the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42
U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et
seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et
seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.;
and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent
it regulates occupational exposure to Hazardous Materials); and any state and local or foreign
counterparts or equivalents, in each case as amended from time to time.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.




          “ERISA Entity” shall mean any member of an ERISA Group.




          “ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect to any Pension Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the 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 Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Pension Plan; (d) the incurrence by any ERISA Entity of any liability under Title IV of
ERISA with respect to the termination of any Pension Plan; (e) the receipt by any ERISA Entity from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension
Plan or to appoint a trustee to administer any Pension 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 Pension Plan; (f) the




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incurrence by any ERISA Entity of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan
or Multiemployer Plan; (g) the receipt by an ERISA Entity of any notice, or the receipt by any
Multiemployer Plan from any ERISA Entity 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
Pension Plan which could result in the imposition of a lien or the posting of a bond or other
security; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of
Section 4975 of the Code or Section 406 of ERISA) which could result in liability to the Borrower
or any of its Subsidiaries.




          “ERISA Group” shall mean the Borrower, any Subsidiary and all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower or any Subsidiary, are treated as a single employer under
Section 414 of the Code.




          “Eurodollar Borrowing” shall mean each Borrowing of Eurodollar Loans.




          “Eurodollar Loan” shall mean each Loan designated as such by the Borrower at the time
of the incurrence thereof or conversion thereto.




          “Eurodollar Rate” shall mean with respect a Eurodollar Loan (a) the offered quotation
to first-class banks in the New York interbank Eurodollar market by DBTCA for Dollar deposits of
amounts in immediately available funds comparable to the outstanding principal amount of the
Eurodollar Loan for
which an interest rate is then being determined with maturities (comparable to the Interest
Period applicable to such Eurodollar Loan commencing two Business Days thereafter as of 10:00 A.M.
(New York time) on the date which is two Business Days prior to the commencement of such Interest
Period, divided (and rounded off to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus
the then stated maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves required by applicable law) applicable
to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities
as defined in Regulation D (or any successor category of liabilities under Regulation D).




          “Event of Default” shall have the meaning provided in Section 10.




          “Executive Order” shall have the meaning provided in Section 7.18(a).




          “Excess Cash Flow” shall mean, for any fiscal year of the Borrower, the Borrower’s
Consolidated EBITDA for such period, minus the Borrower’s Consolidated Net Cash Interest
Expense for such period, minus the Borrower’s provision for income taxes for such period
(to the extent paid in cash), minus the amount of Capital Expenditures made by the Borrower
and its Subsidiaries during such period pursuant to and in accordance with Section 9.07 (except to
the extent financed with the proceeds of Indebtedness or pursuant to Capital Lease Obligations or
to the extent constituting a reinvestment of the Net Sale Proceeds (other than the gains, if any,
related thereto) from the sale of any assets under Section 4.02(f)), minus (plus) additions
(reductions) to Consolidated Working Capital for such period, minus scheduled repayments of
principal of outstanding Indebtedness to the extent actually paid (including any voluntary payments
of principal of Indebtedness, but excluding voluntary payments of Revolving Loans and further
excluding voluntary payments made with proceeds of other Indebtedness or equity), minus the
aggregate cash consideration utilized to effect all Permitted Acquisitions during such fiscal year
(except to the extent such Permitted Acquisitions were financed with the proceeds of Indebtedness
(other than the incurrence of Revolving Loans)), minus the amount of any IDS Distribution
for such period (to the extent paid).




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          “Excess Cash Payment Date” shall mean the date occurring 95 days after the last day of
each fiscal year of the Borrower (beginning with its fiscal year ended closest to March 31, 2002).




          “Excess Cash Payment Period” shall mean with respect to the repayment required on each
Excess Cash Payment Date, the immediately preceding fiscal year of the Borrower.




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




          “Excluded Taxes” shall mean Taxes (including income or franchise Taxes) imposed upon
or determined by reference to any Bank’s net income or net profits but only to the extent such
Taxes are imposed:





     (i) by the United States of America (or any State or local jurisdiction or any agency
thereof) including, without limitation, branch profits Taxes;




     (ii) by any jurisdiction in which an applicable Bank is organized or has its principal
office or applicable lending office; or




     (iii) by any other jurisdiction as a result of a connection between an applicable Bank
(or such lending office or branch thereof), other than a connection arising solely from the
Administrative Agent or Bank (or lending office or branch thereof) having executed,
delivered or performed its obligations under, or received a payment under or enforced this
Agreement.



          “Existing Indebtedness” shall have the meaning provided in Section 7.22(a).




          “Facing Fee” shall have the meaning provided in Section 3.01(c).




          “Federal Funds Rate” shall mean for any period, a fluctuating interest rate equal for
each day during such period to 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 for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing selected by the
Administrative Agent.




          “Fee Property” shall have the meaning provided in Section 7.13.




          “Fees” shall mean all amounts payable pursuant to or referred to in Section 3.01.




          “Final Scheduled Maturity Dates” shall mean, collectively, the Revolving Loan Maturity
Date and the Tranche B-1 Term Loan Maturity Date.




          “First Priority” means, with respect to any Lien purported to be created in any
Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such
Collateral is subject (subject to Permitted Liens).




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




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          “Foreign Subsidiaries” shall mean those Subsidiaries of the Borrower that are not
Domestic Subsidiaries.




          “GAAP” shall have the meaning provided in Section 13.07(a).




          “Government Real Property Disclosure Requirements” shall mean any law, rule or
regulation 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,
storage, treatment, disposal, or handling of Hazardous Material on, at, under or near the Real
Property to be sold or the establishment for which control is to be transferred.




          “Governmental Authority” shall mean any government or political subdivision or any
agency, authority, board, bureau, central bank, commission, department or instrumentality of
either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic,
or any entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government.




          “GTCR” shall mean, collectively, Golder, Thoma, Cressey, Rauner Inc., GTCR Golder
Rauner LLC, Coinmach Holdings LLC or any entity controlled by either of them.




          “Guaranteed Obligations” shall have the meaning provided in Section 14.01.




          “Guaranty” shall mean the guaranty issued pursuant to Section 14.




          “Hazardous Materials” shall mean (a) any petroleum or petroleum products or
constituents thereof, radioactive materials, asbestos that is friable, urea formaldehyde foam
insulation, transformers or other equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 ppm, and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition of “hazardous substances,” “hazardous waste,”
“hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic
substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under
any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any governmental authority under Environmental Laws.




          “Holdings” shall have the meaning provided in the first paragraph of this Agreement.




          “Holdings Common Stock” shall mean the common stock of Holdings.




          “Holdings Pledge Agreement” shall mean the Holdings Pledge Agreement executed in
connection with the Credit Agreement, substantially in the form of Exhibit O to the
Original Credit Agreement, as amended as of the date hereof, made by Holdings in favor of the
Collateral Agent, as such agreement may be further amended, modified or supplemented from time to
time.




          “IDS” shall mean the income deposit securities issued by Parent composed of one share
of Parent class A common stock and an IDS Note in an initial principal amount as described in the
final prospectus covering the IDS as filed with the Securities and Exchange Commission.




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          “IDS Collateral Agent” shall mean the collateral agent under the indenture governing
the IDS Notes.




          “IDS Distribution” shall mean (i) prior to the Merger Event, a Required IDS
Distribution or an Optional IDS Distribution or (ii) after the Merger Event, an Optional IDS
Distribution.




          “IDS Intercompany Note” shall mean a note of the Borrower due 2024 issued to Parent in
an aggregate principal amount not to exceed $185.0 million that shall be terminated upon
consummation of the Merger Event.




          “IDS Notes” shall mean the up to approximately $191.0 million aggregate principal
amount of Parent’s senior secured notes due 2024, whether issued as part of an IDS, or separately
to third parties.




          “IDS Transactions” shall mean, collectively, (i) the issuance of the IDS and third
party notes by Parent, (ii) the incurrence of the Indebtedness pursuant to the IDS Intercompany
Note and the receipt by the Borrower of proceeds therefrom and (iii) a capital contribution by
Holdings to the Borrower with proceeds from the issuance of the IDS and the third party notes.




          “Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness
of such Person for borrowed money, (ii) the deferred purchase price of assets or services payable
to the sellers thereof or any of such seller’s assignees which in accordance with GAAP would be
shown on the liability side of the balance sheet of such Person but excluding deferred rent as
determined in accordance with GAAP, or for the deferred purchase price of property or services,
(iii) the maximum amount available to be drawn under all letters of credit issued for the account
of such Person and all unpaid drawings in respect of such letters of credit, (iv) all Indebtedness
of the types described in clause (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of this
definition secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (to the extent of the value of the respective
property), (v) the aggregate amount required to be capitalized under leases under which such Person
is the lessee, (vi) all obligations of such person to pay a specified purchase price for goods or
services, whether or not delivered or accepted; i.e., take-or-pay and similar obligations,
(vii) all Contingent Obligations of such Person and (viii) all payment obligations under any
Interest Rate Protection Agreement or Other Hedging Agreements or under any similar type of
agreement.




          “Initial Tranche B-1 Term Loan” shall have the meaning provided in Section 1.01(a).




          “Initial Tranche B-1 Term Loan Banks” shall have the meaning provided in Section
1.01(a).




          “Initial Tranche B-1 Term Loan Commitment” shall mean, for each Bank, the amount set
forth opposite such Bank’s name in Annex I to the Amendment Agreement below the column entitled
“Initial Tranche B-1 Term Loan Commitment,” as same may be (x) reduced from time to time pursuant
to Sections 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to or
from such Bank pursuant to Section 1.14 or 13.04.




          “Intercompany Loans” shall have the meaning provided in Section 9.05(g).




          “Intercompany Notes” shall mean promissory notes, in the form of Exhibit E to
the Original Credit Agreement, evidencing an Intercompany Loan.




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          “Intercreditor Agreement” shall mean an Intercreditor Agreement among the Collateral
Agent, the IDS Collateral Agent and Holdings (or after the Merger Event, the Borrower) in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.




          “Interest Determination Date” shall mean, with respect to any Eurodollar Loan, the
second Business Day prior to the commencement of any Interest Period relating to such Eurodollar
Loan.




          “Interest Period” shall have the meaning provided in Section 1.10.




          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other
similar agreement or arrangement.




          “Issuing Bank” shall mean DBTCA and any Bank which at the request of the Borrower and
with the consent of the Administrative Agent agrees, in such Bank’s sole discretion, to become an
Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2. The sole Issuing
Bank on the Amendment Effective Date is DBTCA.




          “Joint Lead Arrangers” shall mean Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., each in their capacity as Joint Lead Arrangers for the Banks hereunder.




          “Landlord Consent, Lien Waiver and Access Agreement” shall mean a Landlord Consent,
Lien Waiver and Access Agreement substantially in the form of Exhibit H the Original Credit
Agreement.




          “L/C Supportable Indebtedness” shall mean (i) obligations of the Borrower or the
Borrower’s Domestic Subsidiaries incurred in the ordinary course of business with respect to
insurance obligations and workers’ compensation, surety bonds and other similar statutory
obligations and (ii) such other obligations of the Borrower or any of the Borrower’s Domestic
Subsidiaries as are reasonably acceptable to the respective Issuing Bank and otherwise permitted to
exist pursuant to the terms of this Agreement.




          “Leased Properties” shall have the meaning provided in Section 7.13.




          “Leaseholds” of any Person shall mean all the right, title and interest of such Person
as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.




          “Letter of Credit” shall have the meaning provided in Section 2.01(a).




          “Letter of Credit Fee” shall have the meaning provided in Section 3.01(b).




          “Letter of Credit Outstandings” shall mean, at any time, the sum of (i) the aggregate
Stated Amount of all outstanding Letters of Credit and (ii) the amount of all Unpaid Drawings.




          “Letter of Credit Request” shall have the meaning provided in Section 2.02(a).




          “Leverage Pricing Adjustment” shall mean zero; provided that from and after
the first day of any Margin Adjustment Period (the “Start Date”) to and including the last
day of such Margin Adjustment Period, the Leverage Pricing Adjustment shall be the respective
percentage per annum set forth





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below opposite the respective Level indicated to have been achieved as of the last day of the most recent fiscal quarter or year, as the case may be, ended immediately
prior to such Start Date:




	 	 	 	 	 	 	 	 	 
	Pro Forma	 	Revolving Loans
	Leverage Ratio	 	Eurodollar Loans	 	Base Rate Loans
	Level I
	 	 	3.00	 	 	 	2.00	 
	3 4.0:1.0
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Level II
	 	 	2.50	 	 	 	1.50	 
	< 4.0:1.0 and
3 3.5:1.0
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Level III
	 	 	2.25	 	 	 	1.25	 
	< 3.5:1.0 and
3 3.0:1.0
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Level IV
	 	 	2.00	 	 	 	1.00	 
	< 3.0:1.0
	 	 	 	 	 	 	 	 






Notwithstanding the foregoing, (a) at any time during which the Borrower has failed to deliver
the financial statements and certificates required by Section 8.01(b) or (c) and Section 8.01(f),
respectively, or (b) at any time after the occurrence and during the continuance of a Default or
Event of Default, the Leverage Pricing Adjustment shall be deemed to be in Level I.




          “Lien” shall mean any mortgage, pledge, hypothecation, assignment, attachments,
deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the UCC
or any other similar recording or notice statute, and any lease having substantially the same
effect as any of the foregoing) including any agreement to give any of the foregoing.




          “Loan” shall mean each Tranche B-1 Term Loan, each Revolving Loan and each Swingline
Loan.




          “Location Leases” shall mean leases, licenses or other agreements pursuant to which
the Borrower and/or any Subsidiary Guarantor leases, licenses or otherwise obtains the right to use
any Real Property at which Collateral constituting personal property is located.




          “Mandatory Borrowing” shall have the meaning provided in Section 1.01(e).




          “Margin Adjustment Period” shall mean each period which shall commence on a date on
which the financial statements (or certificate in the case of Section 8.01(n)) are delivered
pursuant to Section 8.01(b), (c) or (m), as the case may be, and which shall end on the earlier of
(i) the date of actual delivery of the next financial statements (or certificate in the case of
Section 8.01(n)) pursuant to Section 8.01(b), (c) or (m), as the case may be, and (ii) the latest
date on which the next financial statements (or certificate in the case of Section 8.01(n)) are
required to be delivered pursuant to Section 8.01(b), (c) or







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(m), as the case may be; provided that in the case of a consummation of a Permitted
Acquisition, in which case the Margin Adjustment Period shall commence on the consummation of such
Permitted Acquisition.




          “Margin Stock” shall have the meaning provided in Regulation U.




          “Material Adverse Effect” shall mean any event that occurred since the Original
Effective Date (and the Banks shall have become aware of no facts, conditions or other information
not previously available to them) which any of the Agents reasonably believe could have a material
adverse effect on: (i) the rights or remedies of any of the Agents or the Banks, (ii) the ability
of the Borrower to perform its obligations to the Agents and the Banks or (iii) the business
operations, assets, liabilities or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole.




          “Maturity Date” shall mean, with respect to any Tranche of Loans, the Tranche B-1 Term
Loan Maturity Date, the Revolving Loan Maturity Date or the Swingline Maturity Date, as the case
may be.




          “Maximum Swingline Amount” shall mean $7,500,000.




          “Merger Event” shall mean either (1) the consolidation or merger of Parent and
Holdings with and into the Borrower, or (2) the consolidation or merger of Holdings and the
Borrower with and into Parent.




          “Mortgage” shall mean fully executed counterparts of mortgages, leasehold mortgages,
deeds of trust and leasehold deeds of trust to secure debt executed and delivered to the Collateral
Agent on the Original Effective Date or in accordance with the provisions of Section 8.10 with
respect to a Mortgaged Property, in each case in form and substance reasonably satisfactory to the
Collateral Agent, as amended from time to time, including as amended by the Mortgage Amendment.




          “Mortgaged Property” shall mean each Fee Property subject to a Mortgage delivered
pursuant to the provisions of Section 8.10.




          “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA (i) to which any ERISA Entity is then making or accruing an obligation to make
contributions, (ii) to which any ERISA Entity has within the preceding five plan years made
contributions, including any Person which ceased to be an ERISA Entity during such five year
period, or (iii) with respect to which Borrower or a Subsidiary could incur liability.




          “Net Sale Proceeds” shall mean for any sale of assets, the gross cash proceeds
(including any cash received by way of deferred payment pursuant to a promissory note, receivable
or otherwise, but only as and when received) received from any sale of assets, net of reasonable
transaction costs (including, without limitation, any underwriting, brokerage or other customary
selling commissions and reasonable legal, advisory and other fees and expenses, including title and
recording expenses, associated therewith) and payments of unassumed liabilities relating to the
assets sold at the time of, or within 30 days after, the date of such sale, the amount of such
gross cash proceeds required to be used to repay any Indebtedness (other than Indebtedness of the
Banks pursuant to this Agreement) which is secured by the respective assets which were sold, and
the estimated marginal increase in income taxes which will be payable by Parent’s consolidated
group with respect to the fiscal year in which the sale occurs as a result of such sale; but
excluding any portion of any such gross cash proceeds which the Borrower determines in good faith
should be reserved for post-closing adjustments (to the extent the Borrower delivers to the Banks a
certificate signed by its chief financial officer, controller or chief accounting officer as to
such






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determination), it being understood and agreed that on the day that all such post-closing
adjustments have been determined, (which shall not be later than six months following the date of
the respective asset sale), the amount (if any) by which the reserved amount in respect of such
sale or disposition exceeds the actual post-closing adjustments payable by the Borrower or any of
its Subsidiaries shall constitute Net Sale Proceeds on such date) received by the Borrower and/or
any of its Subsidiaries from such sale, lease, transfer or other disposition.




          “New Bank” shall have the meaning provided in Section 1.02(b).




          “9% Senior Notes” shall mean $450,000,000 in aggregate principal amount of the
Borrower’s 9% senior unsecured notes due 2010 issued pursuant to the 9% Senior Notes Indenture.




          “9% Senior Notes Indenture” shall mean that certain indenture dated as of January 25,
2002 between the Borrower and U.S. Bank, N.A., as trustee.




          “9% Senior Notes Redemption” shall mean the discharge of the obligations under the 9%
Senior Notes in full by deposit of such amounts as are required under the 9% Senior Notes Indenture
with the trustee thereunder.




          “Non-Defaulting Bank” shall mean and include each Bank other than a Defaulting Bank.




          “Note” shall mean each Tranche B-1 Term Note, each Revolving Note and the Swingline
Note.




          “Notice of Borrowing” shall have the meaning provided in Section 1.04.




          “Notice of Conversion” shall have the meaning provided in Section 1.07.




          “Notice Office” shall mean the office of the Administrative Agent located at 60 Wall
Street, New York, New York 10005, Attention: Deal Administration, or such other office as the
Administrative Agent may hereafter designate in writing as such to the other parties hereto.




          “Obligations” shall mean (a) obligations of the Borrower and any and all of the other
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 each Note issued by the Borrower, and Loans made, under
this Agreement, 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 Borrower and any and all
of the other 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 Borrower and any and all of the other Credit Parties under this Agreement and
the other Credit Documents, (b) the due and punctual payment of all obligations of Borrower and any
and all of the other Credit Parties under each Interest Rate Protection Agreement or Other Hedging
Agreement entered into with any counterparty that was a Bank or Affiliate of a Bank at the time
such Interest Rate Protection Agreement or Other Hedging Agreement was entered into and (c) the due
and punctual payment of all obligations in respect of overdrafts and related liabilities owed to any Bank,






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any Affiliate of a Bank, 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.




          “Optional IDS Distribution” shall mean dividends that are permitted to be paid on
Parent Common Stock under the indenture governing the IDS Notes as in effect on the date the first
date IDS Notes were issued.




          “Original Credit Agreement” shall mean that certain credit agreement among Holdings,
Borrower, the Subsidiary Guarantors party thereto, the Agents and the Lenders party thereto dated
as of January 25, 2002.




          “Original Documentation Agent” shall mean Credit Lyonnais New York Branch in its
capacity as Original Documentation Agent for the Banks hereunder, and shall include any successors
to the Original Documentation Agent.




          “Original Effective Date” shall mean January 25, 2002.




          “Original Existing Credit Agreement” shall mean the Second Amended and Restated Credit
Agreement dated as of March 2, 1998, as amended, among Holdings, the Borrower, the lending
institutions from time to time party thereto, Bankers Trust Company and First Union National Bank,
as Syndication Agent.




          “Original Syndication Agent” shall mean First Union Securities Inc. in its capacity as
Syndication Agent for the Banks under the Original Credit Agreement.




          “Original Transactions” shall mean the “Transactions” as defined in the Original
Credit Agreement.




          “Other Hedging Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements designed to protect
against the fluctuations in currency or commodity values.




          “Other Taxes” shall have the meaning set forth in Section 4.04(a).




          “Parent” shall mean Coinmach Service Corp., a Delaware corporation.




          “Parent Common Stock” shall mean Parent’s class A common stock and/or Parent’s class B
common stock.




          “Participant” shall have the meaning provided in Section 2.03(a).




          “Payment Office” shall mean the office of the Administrative Agent located at 90
Hudson Street, Fifth Floor, Jersey City, NJ 07302, or such other office as the Administrative
Agent may hereafter designate in writing as such to the other parties hereto.




          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.




          “Pension Plan” shall mean an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section





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412 of the Code or Section 302 of ERISA and is maintained or contributed to by any ERISA
Entity or with respect to which Borrower or a Subsidiary could incur liability.




          “Percentage” of any Bank at any time shall mean (x) in the case of the Revolving Loan
Commitments, a fraction (expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the Total Revolving Loan
Commitment at such time; provided that if the Percentage of any Bank is to be determined
after the applicable Total Revolving Loan Commitment has been terminated, then the Percentages of
the Banks shall be determined immediately prior (and without giving effect) to such termination and
(y) in the case of the Second Draw Tranche B-1 Term Loan Commitments, a fraction (expressed as a
percentage) the numerator of which is the Second Draw Tranche B-1 Term Loan Commitment of such Bank
at such time and the denominator of which is the aggregate outstanding Second Draw Tranche B-1 Term
Loan Commitment at such time; provided that if the Percentage of any Bank is to be
determined after the applicable Second Draw Tranche B-1 Term Loan Commitment has been terminated,
then the Percentages of the Banks shall be determined immediately prior (and without giving effect)
to such termination.




          “Perfection Certificate” shall mean the certificate signed by the chief financial
officer of the Borrower, together with all attachments contemplated thereby, substantially in the
form of Exhibit J to the Original Credit Agreement.




          “Permitted Acquisition” shall mean (a) the merger or consolidation of any Person into
the Borrower or any Wholly Owned Subsidiary of the Borrower or (b) the acquisition by the Borrower
or any Wholly Owned Subsidiary of the Borrower of all or substantially all of the assets of any
Person (or all or substantially all of the assets of a product line or division of any Person) not
already a Subsidiary of the Borrower or 100% of the capital stock of any such Person;
provided that any such merger, consolidation or acquisition shall only be a Permitted
Acquisition so long as:





     (A) no Default or Event of Default then exists or would result therefrom (including
giving pro forma effect to such acquisition and any additional Indebtedness
resulting therefrom or incurred or assumed in connection therewith as if such acquisition
had occurred and such Indebtedness had been incurred as of the first day of the most
recently completed Test Period (including any other Permitted Acquisition that occurred, and
related Indebtedness which was incurred, during or subsequent to such Test Period);




     (B) pro forma for such acquisitions and the financings incurred and
conforming accounting adjustments made in connection therewith, (y) Total Unutilized
Revolving Loan Commitment shall be least $25,000,000 and (z) the total aggregate
consideration for all Permitted Acquisitions in any twelve month period shall not be greater
than the sum of $50,000,000 plus the amount of such consideration paid in the form of, with
the proceeds from the sale of, or by exchange of, equity interests of Parent and its
Subsidiaries;




     (C) such Permitted Acquisition shall be engaged in the Business;




     (D) subject to the provisos in clause (E) below, the Borrower shall have given the
Administrative Agent and the Banks at least 10 days prior notice of any Permitted
Acquisition (each such notice a “Permitted Acquisition Notice”) which notice shall
contain (i) the date such Permitted Acquisition is scheduled to be consummated, (ii) the
estimated purchase price of such Permitted Acquisition, (iii) a description of the business
and the stock and/or assets to be acquired in connection with such Permitted Acquisition,
(iv) the sources of cash to be paid in respect of such Permitted Acquisition and (v) in the
case of Parent’s common stock issued as consideration



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to the seller in connection with a
Permitted Acquisition, a description of the Parent common stock to be issued in connection
with the consummation of such Permitted Acquisition and the estimated fair market value (as
determined in good faith by the Board of Directors of Parent or Holdings, as the case may
be) thereof; and




     (E) the Borrower shall have delivered to the Administrative Agent, at the time of
delivery of the Permitted Acquisition Notice, a certificate of an Authorized Officer of the
Borrower (a “Permitted Acquisition Compliance Certificate”) to the effect all of the
requirements of this definition of “Permitted Acquisition” have been met; provided, however,
that with respect to Permitted Acquisitions in respect of which the total consideration
payable is less than $20,000,000, such Permitted Acquisition Notice and Permitted
Acquisition Compliance Certificate of Borrower may be delivered to the Administrative Agent
promptly upon, and in any event within 10 Business Days after, the closing of such Permitted
Acquisition; and provided, further, that with respect to Permitted
Acquisitions in respect of which the total consideration is less than $10,000,000, such
Permitted Acquisition Notice and the Permitted Acquisition Compliance Certificate’s
requisite information may be incorporated into the officer’s certificate and financial
statements provided for in Sections 8.01(b) and (c) and furnished to each Bank at the time
of delivery of the financial statements provided for in Sections 8.01(b) and (c).



          “Permitted Acquisition Capital Expenditures” shall be an amount equal to 115% of the
Capital Expenditures made by the Person (or in the case of an asset acquisition, the Capital
Expenditures relating to the assets) being acquired as a part of a Permitted Acquisition prior to
the time of such Permitted Acquisition measured by the amount reported in the quarterly financials
for the four immediately preceding fiscal quarters. Such full 115% amount shall be available for
Capital Expenditures of the Borrower in each succeeding fiscal year, beginning the next full fiscal
year after the date of such Permitted Acquisition, and a pro rata amount for the year in which such
Permitted Acquisition is consummated shall be available.




          “Permitted Acquisition Compliance Certificate” shall have the meaning provided in the
definition of “Permitted Acquisition.”




          “Permitted Acquisition Cost-Savings” shall mean certain cost-savings adjustments
reasonably anticipated by the Borrower to be achieved in connection with Permitted Acquisitions and
upon the Agents’ request shall be (i) made in accordance with Regulation S-X; (ii) verified by
Ernst & Young LLP, or another nationally recognized accounting firm or as otherwise agreed to by
the Administrative Agent; and (iii) not in excess of 10% of pro forma actual
Consolidated EBITDA of the Borrower without regard to such cost-savings; provided,
however, that all such Permitted Acquisition Cost-Savings shall be estimated on a
good-faith basis by the Borrower and shall be reduced by (x) one half, six months following each
such Permitted Acquisition, (y) an additional one quarter, nine months following each such
Permitted Acquisition and (z) an additional one quarter, twelve months following each such
Permitted Acquisition.




          “Permitted Acquisition Notice” shall have the meaning provided in the definition of
“Permitted Acquisition.”




          “Permitted Encumbrance” shall mean, with respect to any Mortgaged Property, such
exceptions to title as are set forth in the title insurance policy or title commitment delivered
with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its
reasonable discretion.




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          “Permitted Filings” shall have the meaning provided in the Security Agreement.




          “Permitted IDS Dividend” shall mean a Dividend from the Borrower to Holdings of up to
$175.9 million made in connection with the IDS Transactions and funded out of the proceeds of a
capital contribution by Holdings to the Borrower and the IDS Intercompany Note and up to $9.5
million of cash on hand.




          “Permitted Liens” shall have the meaning provided in Section 9.01.




          “Person” shall mean any individual, partnership, joint venture, firm, corporation,
association, trust or other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.




          “Pledge Agreement Collateral” shall mean all “Collateral” as defined in each of the
Pledge Agreements.




          “Pledge Agreements” shall mean the Holdings Pledge Agreement and the Credit Party
Pledge Agreement.




          “Pledged Securities” shall mean “Pledged Securities” as defined in the Credit Party
Pledge Agreement and prior to the consummation of the Merger Event, the Holdings Pledge Agreement.




          “Prime Lending Rate” shall mean the rate which DBTCA announces from time to time as
its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate
changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. DBTCA may make commercial loans or other loans at
rates of interest at, above or below the Prime Lending Rate.




          “Principal Leases” shall mean leases, licenses or other agreements pursuant to which
the Borrower and/or any Subsidiary Guarantor leases or otherwise obtains the right to use any Real
Property utilized for warehouse distribution and/or office purposes.




          “Pro Forma Leverage Ratio” shall mean for any Person, at any time for the
determination thereof, the ratio of (x) such Person’s Consolidated Indebtedness at such time minus
the amount, as of the last day of the Test Period then last ended, of cash and Cash Equivalents
held by the Borrower and its Consolidated Subsidiaries to (y) such Person’s Consolidated EBITDA for
the Test Period then last ended, with such Pro Forma Leverage Ratio to be determined on a
pro forma basis as if any Permitted Acquisition that occurred during or subsequent
to such Test Period (and the incurrence, assumption and/or repayment of any Indebtedness in
connection with any such Permitted Acquisition), as the case may be, had occurred on the first day
of such Test Period (and such Indebtedness, if any, had remained outstanding (or had not been
outstanding, as the case may be) throughout such Test Period) it being understood that in
calculating such Person’s Pro Forma Leverage Ratio in connection with each and every Permitted
Acquisition, such Person’s Consolidated EBITDA shall include the results of operations of the
Person or assets acquired pursuant to each such Permitted Acquisition
on a pro forma basis as if such acquisition had occurred on the first day of the respective Test
Period and shall include any conforming accounting adjustments made in connection therewith,
including any Permitted Acquisition Cost-Savings. On the date of any Permitted Acquisition
pursuant to which the Borrower’s Pro Forma Leverage Ratio is to be calculated and on each date of
calculation of the Borrower’s Pro Forma Leverage Ratio, the Borrower shall deliver to the
Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth in
reasonable detail the pro forma calculations required to establish its Pro Forma
Leverage Ratio (with such pro




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 forma calculations to be made on a basis reasonably
satisfactory to the Administrative Agent and to assume that the interest expense attributable to
any Indebtedness (whether existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the date of such Permitted Acquisition (taking into account
any Interest Rate Protection Agreement applicable to such Indebtedness if such Interest Rate
Protection Agreement has a remaining term in excess of 12 months) had been the applicable rate for
the entire period).




          “Projections” shall have the meaning provided in Section 7.05(e).




          “Quarterly Payment Date” shall mean the last Business Day of each March, June,
September and December, occurring after the Amendment Effective Date; provided that the
first Quarterly Payment Date shall be March 31, 2006.




          “RCRA” shall mean the Resource Conservation and Recovery Act, as the same may be
amended from time to time, 42 U.S.C. § 6901 et seq.




          “Real Property” of any Person shall mean all the right, title and interest of such
Person in and to land, improvements and fixtures, including Leaseholds.




          “Recovery Event” shall mean the receipt by the Borrower or any Subsidiary Guarantor of
any cash insurance proceeds or condemnation award payable (i) by reason of theft, loss, physical
destruction or damage or any other similar event with respect to any property or assets of the
Borrower or any Subsidiary Guarantor and (ii) under any policy of insurance required to be
maintained under Section 8.03.




          “Register” shall have the meaning provided in Section 13.15.




          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.




          “Regulation S-X” shall mean Regulation S-X, Title 17, Code of Federal Regulations as
from time to time in effect and any successor to all or a portion thereof.




          “Regulation T” shall mean Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.




          “Regulation U” shall mean Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.




          “Regulation X” shall mean Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.




          “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.




          “Replaced Bank” shall have the meaning provided in Section 1.14.




          “Replacement Bank” shall have the meaning provided in Section 1.14.




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          “Required Banks” shall mean Non-Defaulting Banks holding at least a majority of the
aggregate outstanding Loans and, if prior to the earlier of the Second Draw Date or February 28,
2006, the outstanding Tranche B-1 Term Loan Commitments (after giving effect to each Non-Defaulting
Revolving Loan Bank’s Percentage of Swingline Loans), Letter of Credit Outstandings (after giving
effect to each Participant’s Adjusted Revolving Loan Percentage) and Total Unutilized Revolving
Loan Commitments held by Non-Defaulting Banks.




          “Required IDS Distribution” shall mean, in any fiscal quarter, interest payments in
respect of the IDS Notes not to exceed the aggregate amount of interest required to be paid to
holders of IDS Notes (either as part of an IDS or separately) in such fiscal quarter pursuant to
the terms of the indenture governing the IDS Notes as in effect on the date the original IDS Notes
were issued minus the aggregate amount of interest required to be paid to Parent pursuant
to the IDS Intercompany Note as in effect on the date the original IDS Notes were issued.




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




          “Retained Amount” shall mean that portion of Excess Cash Flow that may be retained by
the Borrower in accordance with
Section 4.02(h).




          “Revolving Loan” shall have the meaning provided in Section 1.01(c).




          “Revolving Loan Banks” shall have the meaning provided in Section 1.01(c).




          “Revolving Loan Commitment” shall mean, for each Bank, the amount set forth opposite
such Bank’s name in Annex I hereto directly below the column entitled “Revolving Loan Commitment,”
as the same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or
(y) adjusted from time to time as a result of assignments to or from such Bank pursuant to Section
1.14 or 13.04(b).




          “Revolving Loan Maturity Date” shall mean December 19, 2010.




          “Revolving Note” shall have the meaning provided in Section 1.06(a).




          “Rollover Amount” shall have the meaning provided in Section 9.07(b).




          “Scheduled Repayments” shall mean the Tranche B-1 Term Loan Scheduled Repayments.




          “Second Draw Date” shall have the meaning provided in Section 1.01(b).




          “Second Draw Tranche B-1 Term Loan” shall have the meaning provided in Section
1.01(b).




          “Second Draw Tranche B-1 Term Loan Banks” shall have the meaning provided in Section
1.01(b).




          “Second Draw Tranche B-1 Term Loan Commitment” shall mean, for each Bank, the amount
set forth opposite such Bank’s name in Annex I to the Amendment Agreement directly below the




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column
entitled “Second Draw Tranche B-1 Term Loan Commitment,” as same may be (x) reduced from time to
time pursuant to Sections 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 1.14 or 13.04.




          “Second Priority Lien” shall mean a perfected Lien prior to all Liens other than Liens
granted pursuant to this Agreement and the other Credit Documents and otherwise in accordance with
the priorities terms of the Intercreditor Agreement.




          “Secured Creditors” shall have the meaning assigned that term in the Security
Documents.




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




          “Security Agreement” shall mean the Security Agreement, substantially in the form of
Exhibit L to the Original Credit Agreement, among the Borrower and the Subsidiary
Guarantors and the Collateral Agent for the benefit of the Secured Creditors, as the same may be
amended, modified or supplemented from time to time or such other agreements acceptable to the
Collateral Agent as shall be necessary to comply with any and all laws, ordinances, rules,
regulations or similar statutes or case law, including, without limitation, of any applicable
Governmental Authority and effective to grant to the Collateral Agent a perfected first priority
Lien on and security interest in the Collateral.




          “Security Agreement Collateral” shall mean all “Collateral” as defined in the Security
Agreement.




          “Security Documents” shall mean, collectively, each Pledge Agreement, each Mortgage,
each Mortgage Amendment, the Security Agreement, the Collateral Assignment of Leases and the
Collateral Assignment of Location Leases and each other security document or pledge agreement
required by any applicable Governmental Authority (including, without limitation, any and all laws,
ordinances, rules, regulations or similar statutes or case law) to grant a valid, perfected first
priority Lien on and security interest in any property required to be made subject to the Lien of
the Security Documents pursuant to the provisions thereof or pursuant to Section 8.10 and all UCC
or other financing statements or instruments of perfection required by this Agreement, the Security
Agreement, any Mortgage or any Pledge Agreement to be filed with respect to the security interests
in the property created pursuant to any Security Agreement, any Mortgage or any Pledge Agreement
and any other document or instrument utilized to pledge or grant a security interest in any
property of whatever kind or nature as Collateral for the Obligations, including, without
limitation, any and all documents or instruments delivered pursuant to Section 8.10.




          “Start Date” shall have the meaning provided in the definition of “Leverage Pricing
Adjustment.”




          “Stated Amount” of each Letter of Credit shall, at any time, mean the maximum amount
available to be drawn thereunder (in each case determined without regard to whether any conditions
to drawing could then be met).




          “Subordinated Indebtedness” shall mean Indebtedness of the Borrower or any of its
Subsidiaries that is contractually subordinated to any Indebtedness of the Borrower or any of its
Subsidiaries, as applicable.




          “Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power to elect a majority
of the




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directors of such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person
and (ii) any partnership, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at the time.




          “Subsidiary Guarantor” shall mean each Domestic Subsidiary of the Borrower.




          “Super Laundry” shall mean Super Laundry Equipment Corp., a New York corporation and a
Wholly Owned Subsidiary of the Borrower.




          “Supermajority Banks” means (A) in the case of the Tranche B-1 Term Loans (x) prior to
the Second Draw Date, Non-Defaulting Banks holding at least 66 2/3% of the outstanding Tranche B-1
Term Loan and Total Unutilized Tranche B-1 Term Loan Commitments, (y) after the Second Draw Date,
Non-Defaulting Banks holding at least 66 2/3% of the outstanding Tranche B-1 Term Loans and (B) in
the case of Revolving Loans, Non-Defaulting Banks holding at least 66 2/3% of the outstanding
Revolving Loans (after giving effect to each Non-Defaulting Bank’s Percentage of Swingline Loans),
Letter of Credit Outstandings (after giving effect to each Participant’s Adjusted Revolving
Percentage) and Total Unutilized Revolving Loan Commitments held by the Non-Defaulting Banks.




          “Survey” shall mean a survey of any Real Property (and all improvements thereon): (i)
prepared by a surveyor or engineer licensed to perform surveys in the state, province or country
where such Real Property is located; (ii) certified by the surveyor (in a manner reasonably
acceptable to the Collateral Agent) to the Collateral Agent; and (iii) sufficiently detailed for a
title company to delete the survey exceptions and issue a comprehensive endorsement in any
applicable title insurance policy, and if necessary to do so, 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.




          “Swingline Expiry Date” shall mean the date which is five Business Days prior to the
Revolving Loan Maturing Date.




          “Swingline Loan” shall have the meaning provided in Section 1.01(d).




          “Swingline Note” shall have the meaning provided in Section 1.06(a).




          “Syndication Agent” shall mean J.P. Morgan Securities Inc. in its capacity as
Syndication Agent for the Banks hereunder, and shall include any successors to the Syndication
Agent.




          “Syndication Date” shall mean that date upon which the Administrative Agent determines
in its sole discretion (and notifies the Borrower) that the primary syndication (and resultant
addition of institutions as Banks pursuant to Section 13.04) has been completed.




          “Tax Returns” shall mean all returns, declarations, reports, estimates, information
returns, refund claims, statements and forms or other documents (including any related or
supporting information) required to be filed in respect of any Taxes.




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




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          “Taxes” shall mean any present or future tax, levy, stamp, impost, duty, deduction,
assessment or other charge or withholding (including any intangible, documentary or excise tax),
and all liabilities with respect thereto (including penalties, interest and expenses) imposed,
levied, collected, withheld or assessed by or on behalf of any Governmental Authority.




          “Test Period” shall mean for any date of determination the period of four most
recently ended consecutive fiscal quarters of the Borrower, in each case taken as one accounting
period.




          “Total Commitments” shall mean, at any time, the sum of the Commitments of each of the
Banks.




          “Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving
Loan Commitments of each of the Banks.




          “Total Tranche B-1 Term Loan Commitment” shall mean, at any time, the sum of the
Tranche B-1 Term Loan Commitments of each of the Banks.




          “Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal
to the remainder of (x) the then Total Revolving Loan Commitment, less (y) the sum of (i) the
aggregate principal amount of Revolving Loans and Swingline Loans then outstanding and (ii) the
then aggregate amount of Letter of Credit Outstandings.




          “Total Unutilized Tranche B-1 Term Loan Commitment” shall mean, at any time, an amount
equal to the remainder of (x) the then Total Tranche B-1 Term Loan Commitment, less the aggregate
principal amount of Tranche B-1 Term Loans then outstanding.




          “Tranche” shall mean the respective facility and commitments utilized in making Loans
hereunder, with there being two separate Tranches; i.e., Tranche B-1 Term Loans and
Revolving Loans.




          “Tranche B Term Loan” shall have the meaning provided in the recitals hereto.




          “Tranche B-1 Term Loan” shall have the meaning provided in Section 1.01(b).




          “Tranche B-1 Term Loan Banks” shall have the meaning provided in Section 1.01(b).




          “Tranche B-1 Term Loan Commitment” shall mean, for each Bank, the amount set forth
opposite such Bank’s name in Schedule 1 to the Amendment Agreement directly below the column
entitled “Total Tranche B-1 Term Loan commitment,” as the same may be (x) reduced from time to time
pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 1.14 or 13.04(b).




          “Tranche B-1 Term Loan Maturity Date” shall mean December 19, 2012.




          “Tranche B-1 Term Loan Scheduled Repayment” shall have the meaning provided in Section
4.02(d).




          “Tranche B-1 Term Loan Scheduled Repayment Date” shall have the meaning provided in
Section 4.02(d).




          “Tranche B-1 Term Note” shall have the meaning provided in Section 1.06(a).




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          “Transactions” shall mean the refinancing of the Tranche B Term Loans on the Amendment
Effective Date.




          “Type” shall mean the type of Loan determined with regard to the interest option
applicable thereto; i.e., whether a Base Rate Loan or a Eurodollar Loan.




          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.




          “United States” and “U.S.” shall each mean the United States of America.




          “Unpaid Drawing” shall have the meaning provided for in Section 2.04(a).




          “Unutilized Revolving Loan Commitment” with respect to any Bank, at any time, shall
mean such Bank’s Revolving Loan Commitment at such time less the sum of (i) the aggregate
outstanding principal amount of Revolving Loans made by such Bank (plus, in the case of DBTCA, the
aggregate outstanding principal amount of Swingline Loans made by DBTCA) and (ii) such Bank’s
Adjusted Revolving Percentage of the Letter of Credit Outstandings in respect of Letters of Credit
issued under this Agreement.




          “Wholly Owned Subsidiary” shall mean, as to any Person, (i) any corporation 100% of
whose capital stock (other than director’s qualifying shares or, with respect to any Foreign
Subsidiary, an immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of
such Person and (ii) any partnership, association, joint venture or other entity in which such
Person and/or one or more Wholly Owned Subsidiaries of such Person has 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 1 of
Subtitle E of Title IV of ERISA.




          SECTION 12. The Administrative Agent.




          12.01 Appointment. The Banks hereby designate Deutsche Bank Trust Company Americas as
Administrative Agent (for purposes of this Section 12, the term “Administrative Agent” shall
include DBTCA in its capacity as Collateral Agent pursuant to the Security Documents) to act as
specified herein and in the other Credit Documents. Each Bank hereby irrevocably authorizes, and
each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize,
the Administrative Agent to take such action on its behalf under the provisions of this Agreement,
the other Credit Documents and any other instruments and agreements referred to herein or therein
and to exercise such powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto. The Administrative Agent may perform any of its
duties hereunder by or through its respective officers, directors, agents, employees or affiliates.




          12.02 Nature of Duties. The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the Security Documents.
Neither the Administrative Agent nor any of its respective officers, directors, agents, employees
or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by its or their gross
negligence or willful misconduct.




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The duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Bank or the holder of any
Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent any obligations in respect
of this Agreement or any other Credit Document except as expressly set forth herein or therein.




          12.03 Lack of Reliance on the Administrative Agent. Independently and without reliance
upon the Administrative Agent, each Bank and the holder of each Note, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the
financial condition and affairs of the Borrower and its Subsidiaries in connection with the making
and the continuance of the Loans and the taking or not taking of any action in connection herewith
and (ii) its own appraisal of the creditworthiness of the Borrower and its Subsidiaries and, except
as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Bank or the holder of any
Note with any credit or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter. The Administrative Agent shall
not be responsible to any Bank or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document
or the financial condition of the Borrower and its Subsidiaries or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions or conditions of
this Agreement or any other Credit Document, or the financial condition of the Borrower and its
Subsidiaries or the existence or possible existence of any Default or Event of Default.




          12.04 Certain Rights of the Administrative Agent. If the Agent shall request instructions
from the Required Banks with respect to any act or action (including failure to act) in connection
with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to
refrain from such act or taking such action unless and until the Administrative Agent shall have
received instructions from the Required Banks; and the Administrative Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the foregoing, no Bank or the
holder of any Note shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or refraining from acting hereunder or under any other
Credit Document in accordance with the instructions of the Required Banks.




          12.05 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex,
teletype or telecopier message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by any Person that the Administrative Agent believed to be the proper Person,
and, with respect to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative
Agent.




          12.06 Indemnification. To the extent the Administrative Agent is not reimbursed and
indemnified by the Borrower, the Banks will reimburse and indemnify the Administrative Agent, in
proportion to their respective “percentages” as used in determining the Required Banks (with such
“percentages” to be determined as if there are no Defaulting Banks), for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses
or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred
by the Administrative Agent in performing its respective duties hereunder or under any other Credit
Document, in any way relating to or




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arising out of this Agreement or any other Credit Document,
except to the extent such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements are finally judicially determined to have resulted from the
Administrative Agent’s gross negligence or willful misconduct.




          12.07 The Administrative Agent in Its Individual Capacity. With respect to its obligation
to make Loans under this Agreement, the Administrative Agent shall have the rights and powers
specified herein for a “Bank” and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term “Banks,” “Required Banks,”
“holders of Notes” or any similar terms shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative Agent may accept
deposits from, lend money to, and generally engage in any kind of banking, trust or other business
with any Credit Party or any Affiliate of any Credit Party as if they were not performing the
duties specified herein, and may accept fees and other consideration from the Borrower or any other
Credit Party for services in connection with this Agreement and otherwise without having to account
for the same to the Banks.




          12.08 Holders. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer
or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent.
Any request, authority or consent of any Person who, at the time of making such request or giving
such authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.




          12.09 Resignation by the Administrative Agent.




          (a) The Administrative Agent may resign from the performance of all its functions and duties
hereunder and/or under the other Credit Documents at any time by giving 30 Business Days’ prior
written notice to the Borrower and the Banks. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.




          (b) Upon any such notice of resignation, the Banks shall appoint a successor Administrative
Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower, except after an Event of Default.




          (c) If a successor Administrative Agent shall not have been so appointed within such 15
Business Day period, the Administrative Agent, with the consent of the Borrower, except after an
Event of Default, shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the Banks appoint a
successor Administrative Agent as provided above.




          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 30th Business Day after the date such notice of resignation was given by the
Administrative Agent, the Administrative Agent’s resignation shall become effective and the Banks
shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Banks appoint a successor Administrative
Agent as provided above.




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          SECTION 13. Miscellaneous.




          13.01 Payment of Expenses, etc. The Borrower shall: (i) whether or not the transactions
herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the
Agents (for the purposes of this Section 13.01, the
term Agent shall include the Collateral Agent) (including, without limitation, the reasonable fees
and disbursements of Cahill Gordon & Reindel, llp and local counsel) in connection with
the preparation, execution and delivery of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein and any amendment, waiver or consent
relating hereto or thereto, and in connection with the initial syndication efforts with respect to
this Agreement and of the Agents and, following an Event of Default, each of the Banks in
connection with the enforcement of this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein (including, without limitation, the reasonable fees
and disbursements of counsel for the Agents and, following an Event of Default, for each of the
Banks); (ii) pay and hold each of the Banks harmless from and against any and all present and
future stamp, excise and other similar taxes with respect to the foregoing matters and save each of
the Banks harmless from and against any and all liabilities with respect to or resulting from any
delay or omission to pay such taxes; and (iii) indemnify each of the Agents and each Bank, and each
of their Affiliates and each of them and their respective officers, directors, trustees, employees,
representatives and agents from and hold each of them harmless against any and all liabilities,
obligations (including removal or remedial actions), losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and
consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any investigation,
litigation or other proceeding (whether or not any Agent or any Bank is a party thereto) related to
the entering into and/or performance of this Agreement or any other Credit Document or the use of
any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions
contemplated herein or in any other Credit Document or the exercise of any of their rights or
remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any
Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the
generation, storage, transportation, handling or disposal of Hazardous Materials at any location,
whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of
any Real Property with foreign, federal, state and local laws, regulations, and ordinances
(including applicable permits thereunder) applicable to any Real Property, or any Environmental
Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any
time operated by the Borrower or any of its Subsidiaries, including, in each case, without
limitation, the reasonable fees and disbursements of counsel and other consultants incurred in
connection with any such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent finally judicially determined to have been
incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).
To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Bank set
forth in the preceding sentence may be unenforceable because it is violative of any law or public
policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which is permissible under applicable law.




          13.02 Right of Set-off. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default, each Agent, each Letter of Credit Issuer and each Bank is hereby authorized
at any time or from time to time, without presentment, demand, protest or other notice of any kind
to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) and any other Indebtedness
at any time held or owing by such




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Agent, such Issuing Bank and such Bank (including, without
limitation, by branches and agencies of such Agent, such Issuing Bank and such Bank wherever
located) to or for the credit or the account of the Borrower or any other Subsidiary Guarantor
against and on account of the Obligations and liabilities of the Borrower or any other Subsidiary
Guarantor to such Agent, such Issuing Bank and such Bank under this Agreement or under any of the other
Credit Documents, including, without limitation, all interests in Obligations purchased by such
Bank pursuant to Section 13.06(b), and all other claims of any nature or description arising out of
or connected with this Agreement or any other Credit Document, irrespective of whether or not such
Agent, such Issuing Bank and such Bank shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or unmatured.




          13.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier
or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered: if to
the Borrower, at the Borrower’s address specified opposite its signature below; if to any Bank and
any Agent (other than the Administrative Agent), at its address specified opposite its name on
Annex II below; and if to the Administrative Agent, at its Notice Office; or, as to any Credit
Party or the Administrative Agent, at such other address as shall be designated by such party in a
written notice to the other parties hereto and, as to each Bank or any other Agent, at such other
address as shall be designated by such Bank in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall, when mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the
mails, delivered to the telegraph company, cable company or overnight courier, as the case may be,
or sent by telex or telecopier, except that notices and communications to the Administrative Agent
and the Borrower shall not be effective until received by the Administrative Agent or the Borrower,
as the case may be.




          13.04 Benefit of Agreement.




          (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto; provided, however, no
Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under
any other Credit Document without the prior written consent of the Banks; and provided,
further, that, although any Bank may transfer, assign or grant participations in its rights
hereunder, such Bank shall remain a “Bank” for all purposes hereunder (and may not transfer or
assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and
the transferee, assignee or participant, as the case may be, shall not constitute a “Bank”
hereunder; and provided, further, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any amendment to or waiver
of this Agreement or any other Credit Document except to the extent such amendment or waiver would
(i) extend the applicable Final Scheduled Maturity Date of the Tranche in which such participant is
participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except
in connection with a waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof, or increase the amount of the participant’s participation over
the amount thereof then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant’s participation is not increased as a
result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement or (iii) release (x) the Guaranty of any Subsidiary Guarantor
(except as otherwise provided in Section 9.02) or (y) all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the Security Documents) or in
connection with a sale otherwise permitted hereby), supporting the Loans hereunder in which such




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participant is participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against
such Bank in respect of such participation to be those set forth in the agreement executed by such
Bank in favor of the participant relating thereto) and all amounts payable by the Borrower
hereunder shall be determined as if such Bank had not sold such participation.




          (b) Notwithstanding the foregoing, any Bank (or any Bank together with one or more other
Banks) may (x) assign all or a portion of its Commitments (and related outstanding Obligations
hereunder) and/or its outstanding Tranche B-1 Term Loans to (i) its parent company and/or any
affiliate of such Bank which is at least 50% owned by such Bank or its parent company or to one or
more Banks or (ii) in the case of any Bank that is a fund that invests in bank loans, any other
fund that invests in bank loans and is managed by the same investment advisor as a Bank or by an
affiliate of such investment advisor or (y) assign all, or if less than all, a portion equal to at
least $2,500,000 in the aggregate for the assigning Bank or assigning Banks Revolving Credit
Commitments or $1,000,000 for Tranche B-1 Term Loans or Tranche B-1 Term Loan Commitments to one or
more Eligible Transferees (treating any fund that invests in bank loans and any other fund that
invests in bank loans and is managed by the same investment advisor of such fund or by an affiliate
of such investment advisor as a single Eligible Transferee), each of which assignees shall become a
party to this Agreement as a Bank by execution of the applicable Assignment and Assumption
Agreement; provided that, (i) at such time Annex I shall be deemed modified to reflect the
Commitments (and/or outstanding Tranche B-1 Term Loans, as the case may be) of such new Bank and of
the existing Banks, (ii) new Notes will be issued, at the Borrower’s expense, to such new Bank and
to the assigning Bank upon the request of such new Bank or assigning Bank, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments (and/or outstanding Tranche B-1 Term Loans, as the case
may be), (iii) the consent of DBTCA shall be required in connection with any such assignment
pursuant to clause (y) above and any assignment of the Revolving Credit Commitment (which consent
shall not be unreasonably withheld), (iv) except (A) in the case of any initial assignment of
Initial Tranche B-1 Term Loans made within 30 days from the Amendment Effective Date, (B) in the
case of any initial assignment of Second Draw Tranche B-1 Term Loans or Second Draw Tranche B-1
Term Loan Commitments made within 30 days from the Second Draw Date or (C) during the existence of
an Event of Default, the consent of the Borrower shall be required in connection with any such
assignment pursuant to clause (y) above (which consent shall not be unreasonably withheld or
delayed) and (v) the Administrative Agent shall receive at the time of each such assignment, from
the assigning or assignee Bank, the payment of a non-refundable assignment fee of $3,500 (with only
one such fee payable in connection with simultaneous assignments to or by two or more funds managed
by the same investment advisor or by an affiliate of such advisor). To the extent of any
assignment pursuant to this Section 13.04(b), the assigning Bank shall be relieved of its
obligations hereunder with respect to its assigned Commitments. At the time of each assignment
pursuant to this Section 13.04(b) to a Person which is not already a Bank hereunder, the respective
assignee Bank shall, to the extent legally entitled to do so, comply with the documentation
requirements of Section 4.04(f). To the extent that an assignment of all or any portion of a
Bank’s Commitments and related outstanding Obligations pursuant to Section 1.14 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under Section 1.11, 1.12
or 4.04 from those being charged by the respective assigning Bank prior to such assignment, then
the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be
obligated to pay any such increased costs resulting from changes, including, without limitation,
Changes in Law, after the date of the respective assignment).




          (c) Nothing in this Agreement shall prevent or prohibit any Bank from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Bank from




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such Federal Reserve Bank and, any Bank which is a fund may pledge all or any portion of its Loans and
Notes to any party or to its trustee or to a collateral agent, in each case providing credit
or credit support to such Bank in support of such Bank’s obligations to such party, such trustee or
such collateral agent, as the case may be. No pledge pursuant to this clause (c) shall release the
transferor Bank from any of its obligations hereunder.




          13.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Bank or any holder of any Note in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing between the
Borrower or any other Credit Party and the Administrative Agent or any Agent or any Bank or the
holder of any Note shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Bank or the holder of any Note would otherwise have. No notice to or
demand on any Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or any Bank or the holder of any Note to any other or further action in any
circumstances without notice or demand.




          13.06 Payments Pro Rata.




          (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has
consented in writing to waive its pro rata share of any such payment) pro rata based upon their
respective shares, if any, of the Obligations with respect to which such payment was received.




          (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans,
Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the total of such
Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due
to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment
shall purchase for cash without recourse or warranty from the other Banks an interest in the
Obligations of the respective Party to such Banks in such amount as shall result in a proportional
participation by all the Banks in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.




          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding
Sections 13.06(a) and (b) shall be subject to the express provisions of this Agreement which
require, or permit, differing payments to be made to Non-Defaulting Banks as opposed to Defaulting
Banks.




          13.07 Calculations; Computations.




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          (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the notes thereto or
as otherwise disclosed in writing by the Borrower to the Banks) (“GAAP”; provided
that Statements of Financial Accounting Standards Nos. 141 and 142 shall be deemed to be in effect
as of the Original Effective Date;




          (b) All computations of interest, Commitment Commission and Fees hereunder shall be made on
the basis of a year of 360 days for the actual number of days (including the first day but
excluding the last day (determined in accordance with the terms hereof) occurring in the period for
which such interest, Commitment Commission or Fees are payable (except for interest payable in
respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of
a 365/66 day year).




          13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.




          (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE MORTGAGES,
BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF HOLDINGS AND THE BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH OF HOLDINGS AND THE BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
ANY CREDIT PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT UNDER
THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.




          (b) EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY ON
THE ORIGINAL CLOSING DATE OR THEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION,




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PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




          13.09 Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
set of counterparts executed by all the parties hereto shall be lodged with the Borrower and each
of the Agents.




          13.10 Effectiveness. This Agreement shall become effective on the date (the “Amendment
Effective Date”) on which each Credit Party and each of the Agents shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered the same
to the Administrative Agent. The Administrative Agent will give the Borrower and each Bank prompt
written notice of the occurrence of the Amendment Effective Date. Delivery of a signed counterpart
by facsimile or Adobe “pdf” file shall be effective as delivery of a manually executed counterpart.




          13.11 Headings Descriptive. The headings of the several sections and subsections of this
Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.




          13.12 Amendment or Waiver; etc. vii) Neither this Agreement nor any other Credit Document
nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such
change, waiver, discharge or termination is in writing signed by the respective Credit Parties
party thereto and the Required Banks; provided that no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting Bank) (with
Obligations being directly affected in the case of following clause (i)), (i) extend the Final
Scheduled Maturity Dates of or extend the stated maturity of any Letter of Credit beyond the
Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees
thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release
(x) the Guaranty or a Subsidiary Guarantor or (y) all or substantially all of the Collateral
(except as expressly provided in the Security Documents in connection with a sale otherwise
permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce
the percentage specified in the definition of Required Banks (it being understood that, with the
consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Banks on substantially the same basis as the
extensions of Tranche B-1 Term Loans and Revolving Loan Commitments are included on the Amendment
Effective Date) or (v) consent to the assignment or transfer by the Borrower or Holdings of any of
its rights and obligations under this Agreement; provided, further, that no such
change, waiver, discharge or termination shall (u) increase the Commitments of any Bank over the
amount thereof then in effect without the consent of such Bank (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank,
and that an increase in the available portion of any Commitment of any Bank shall not constitute an
increase in the Commitment of such Bank), (v) without the consent of DBTCA, amend, modify or waive
any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit,
(w) without the consent of the Administrative Agent, amend, modify or waive any provision of
Section 12 as same applies to such Administrative Agent or any other provision as same relates to
the rights or obligations of such Administrative Agent, (x) without the consent of the Collateral
Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral
Agent, (y) without the consent of the Supermajority Banks of each Tranche which is being allocated
a lesser prepayment, repayment or commitment reduction as a result of the actions described below
(or without the




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consent of the Supermajority Banks of each Tranche in the case of an amendment to
the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the
required application of any prepayments or repayments (or commitment reductions), as between the
various Tranches, pursuant to Section 4.01 or 4.02 (although the Required Banks may waive, in whole
or in part, any such prepayment, repayment or commitment reduction, so long as the application, as
amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is
still required to be made is not altered) or (z) without the consent of the Supermajority Banks of
the respective Tranche, amend, modify or waive any Tranche B-1 Term Loan Scheduled Repayment.




          (a) If, in connection with any proposed change, waiver, discharge or termination to any of the
provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first
proviso to Section 13.12(a), the consent of the Required Banks is obtained but the consent of one
or more of such other Banks whose consent is required is not obtained, then the Borrower shall have
the right, so long as all non-consenting Banks whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Bank
or Banks (or, at the option of the Borrower if the respective Bank’s consent is required with
respect to less than all Tranches of Loans (or related Commitments), to replace only the respective
Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave
rise to the need to obtain such Bank’s individual consent) with one or more Replacement Banks
pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank
consents to the proposed change, waiver, discharge or termination or (B) terminate such
non-consenting Bank’s Revolving Loan Commitment (if such Bank’s consent is required as a result of
its Revolving Loan Commitment) and/or repay outstanding Tranche B-1 Term Loans of such Bank which
gave rise to the need to obtain such Bank’s consent, in accordance with Sections 3.02(b) and/or
4.01(v); provided that, unless the Commitments are terminated, and Loans repaid, pursuant
to preceding clause (B) are immediately replaced in full at such time through the addition of new
Banks or the increase of the Commitments and/or outstanding Loans of existing Banks (who in each
case must specifically consent thereto), then in the case of any action pursuant to preceding
clause (B) the Required Banks (determined before giving effect to the proposed action) shall
specifically consent thereto; provided, further, that in any event the Borrower
shall not have the right to replace a Bank, terminate its Revolving Loan Commitment or repay its
Loans solely as a result of the exercise of such Bank’s rights (and the withholding of any required
consent by such Bank) pursuant to the second proviso to Section 13.12(a).




          13.13 Survival. All indemnities set forth herein including, without limitation, in
Sections 1.11, 1.12, 2.05, 4.04, 13.01 and 13.06 shall, subject to Section 13.15 (to the extent
applicable), survive the execution, delivery and termination of this Agreement and the Notes and
the making and repayment of the Loans (it being understood and agreed that all such indemnities shall also survive as to any Bank that has assigned all
of its obligations hereunder pursuant to Section 13.04(b) with respect to the period of time in
which such Bank was a “Bank” hereunder).




          13.14 Domicile of Loans. Each Bank may transfer and carry its Loans at, to or for the
account of any office, Subsidiary or Affiliate of such Bank. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14
would, at the time of such transfer, result in increased costs under Section 1.11, 1.12, 2.05 or
4.04 from those being charged by the respective Bank prior to such transfer, then the Borrower
shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay
any other increased costs of the type described above resulting from changes after the date of the
respective transfer).




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          13.15 Register. The Borrower hereby designates the Administrative Agent to serve as the
Borrower’s agent, solely for purposes of this Section 13.15, to maintain a register (the
“Register”) on which it will record the Commitments from time to time of each of the Banks,
the Loans made by each of the Banks and each repayment in respect of the principal amount of the
Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall
not affect the Borrower’s obligations in respect of such Loans. With respect to any Bank, the
transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any
Loan made pursuant to such Commitments shall not be effective unless and until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to ownership of such
Commitments and Loans and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Loans shall remain owing to the transferor. The registration of
assignment or transfer of all or part of any Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative
Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as
soon thereafter as practicable, the assigning or transferor Bank shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount
shall be issued to the assigning or transferor Bank and/or the new Bank. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.15.




          13.16 Confidentiality.




          (a) Subject to the provisions of clause (b) of this Section 13.16, each Bank agrees that it
will use its best efforts not to disclose without the prior consent of Holdings or the Borrower
(other than to its employees, auditors, advisors or counsel or to another Bank if the Bank or such
Bank’s holding or parent company in its sole discretion determines that any such party should have
access to such information; provided such Persons shall be subject to the provisions of
this Section 13.16 to the same extent as such Bank) any information with respect to Parent or any
of its Subsidiaries which has been since the Original Effective Date or in the future is furnished
pursuant to this Agreement or any other Credit Document and which is designated by Holdings to the
Banks in writing as confidential; provided that any Bank may disclose any such information
(a) as has become generally available to the public, (b) as may
be required or appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over such Bank or to the
Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be required or
appropriate in respect to any summons or subpoena or in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such Bank, (e) to the
Administrative Agent or the Collateral Agent, (f) to any prospective or actual transferee or
participant in connection with any contemplated transfer or participation of any of the Notes or
Commitments or any interest therein by such Bank, and (g) or to any pledge referred to in Section
13.04(c) or any direct or indirect contractual counterparty in swap agreements or such pledge or
contractual counterparty’s professional advisor (so long as such contractual counterparty or
professional advisor to such contractual counterparty agrees to be bound by the provisions of this
Section 13.16); provided that such prospective transferee or participant agrees to be bound
by the provisions of this Section.




          (b) Each of Holdings and the Borrower hereby acknowledge and agrees that each Bank may share
with any of its affiliates any information related to Parent or any of its Subsidiaries (including,
without limitation, any nonpublic customer information regarding the creditworthiness of Parent




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and its Subsidiaries); provided such Persons shall be subject to the provisions of this Section
13.16 to the same extent as such Bank.




          13.17 Rules of Construction. After the Merger Event, any reference herein to “Parent”
or “Holdings” shall be disregarded or shall be deemed to be references to Borrower unless the
context otherwise requires.




          13.18 USA PATRIOT Act. Each Bank that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Bank) hereby notifies the
Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name, address and
tax identification number of the Borrower and other information regarding the Borrower that will
allow such Bank or the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act. This notice is given in accordance with the requirements of the Act and is effective
as to the Banks and the Administrative Agent.




          SECTION 14. Guaranty.




          14.01 The Guaranty. The Subsidiary Guarantors hereby jointly and severally guarantee as a
primary obligor and not as a surety to each Secured Creditor and the Administrative Agent and its
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 Borrowings made by each Bank to, and the
Notes held by each Bank of, the Borrower, and all other Obligations from time to time owing to the
Banks or the Administrative Agent by the Borrower, under this Agreement and under the Notes and by
any Credit Party under any of the other Credit Documents, and all Obligations of the Credit Parties
to any Secured Creditors, in each case strictly in accordance with the terms thereof
(such obligations being herein collectively called the “Guaranteed Obligations”). The
Subsidiary Guarantors hereby jointly and severally agree that if the Borrower shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) or otherwise perform any
of the Guaranteed Obligations, the Subsidiary 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.




          14.02 Obligations Unconditional. The obligations of the Subsidiary Guarantors under
Section 14.01 are absolute, irrevocable and unconditional, joint and several, irrespective of the
value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under
this Agreement, the Notes 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 Subsidiary 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 Subsidiary 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;



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     (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes
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 this
Agreement, the Notes or any other Credit Document 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, any Secured Creditor or
the Collateral Agent as security for any of the Guaranteed Obligations shall fail to be
perfected or shall fail to have the priority contemplated by the Security Documents; or




     (v) the release of any other Subsidiary Guarantor.



          The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative Agent or any Bank
or Affiliate thereof exhaust any right, power or remedy or proceed against the Borrower under this
Agreement or the Notes 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 Subsidiary 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 Creditor or Affiliate thereof or the Administrative Agent 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 the Borrower and the
Bank or Affiliate thereof and the Administrative Agent 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 Bank or Affiliate thereof and the Administrative Agent, and the obligations and liabilities of
the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the
Bank or Affiliate thereof or the Administrative Agent or any other Person at any time of any right
or remedy against the 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 security 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 Subsidiary
Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured
Creditors, and its successors and assigns, notwithstanding that from time to time during the term
of this Agreement there may be no Guaranteed Obligations outstanding.




          14.03 Reinstatement. The obligations of the Subsidiary Guarantors under this Section 14
shall be automatically reinstated if and to the extent that for any reason any payment by or on
behalf of the Borrower 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 Subsidiary Guarantors jointly and severally
agree that they will indemnify the Administrative Agent and each Bank or Affiliate thereof on
demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by the
Administrative Agent or such Bank or Affiliate thereof 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,




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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 of such Person.




          14.04 Subrogation; Subordination. Each Subsidiary Guarantor hereby agrees that until the
indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the
expiration and termination of the Commitments of the Banks under this Agreement it shall not
exercise any right or remedy arising by reason of any performance by it of its guarantee in Section
14.01, whether by subrogation or otherwise, against the Borrower or any other Subsidiary 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 the Borrower or any other Subsidiary
Guarantor on the Original Effective Date or thereafter owing to any Subsidiary Guarantor by reason
of any payment by such Subsidiary Guarantor under the Guarantee in this Section 14 is hereby
subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each
Subsidiary Guarantor agrees that it will not demand, sue for or otherwise attempt to collect any
such indebtedness of the Borrower to such Subsidiary Guarantor until the Obligations shall have
been indefeasibly paid in full in cash. If, notwithstanding the foregoing sentence, any Subsidiary
Guarantor shall prior to the indefeasible 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 Subsidiary Guarantor as trustee for the Administrative
Agent, and the Banks and Affiliates thereof and be paid over to the Administrative Agent on account
of the Guaranteed Obligations without affecting in any manner the liability of such Subsidiary
Guarantor under the other provisions of the guarantee contained herein.




          14.05 Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the
Subsidiary Guarantors and the Banks, the obligations of the Borrower under this Agreement and the
Notes may be declared to be forthwith due and payable as provided in Section 10 (and shall be
deemed to have become automatically due and payable in the circumstances provided in Section 10.05)
for purposes of Section 14.01, notwithstanding any stay, injunction or other prohibition preventing
such declaration (or such obligations from becoming automatically due and payable) as against the
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 the
Borrower) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of
Section 14.01.




          14.06 Instrument for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges
that the guarantee in this Section 14 constitutes an instrument for the payment of money, and
consents and agrees that any Bank or the Administrative Agent, at its sole option, in the event of
a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the
right to bring a motion-action under New York CPLR Section 3213.




          14.07 Continuing Guarantee. The guarantee in this Section 14 is a continuing guarantee,
and shall apply to all Guaranteed Obligations whenever arising.




          14.08 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 14.01 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 14.01, then, notwithstanding any other
provision to the contrary, the amount of such liability shall, without any further action by such
Subsidiary Guarantor, any Bank, the Administrative Agent 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.




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          14.09 Special Provisions Regarding Pledges of Equity Interests in, and Promissory Notes Owed
by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that
the provisions of the Credit Party Pledge Agreement executed and delivered by the Credit Parties
require that, among other things, all promissory notes executed by, and all (or 65%, as the case
may be) of the capital stock and other equity interests in, various Persons owned by the respective
Credit Party be pledged, and delivered for pledge, pursuant to the Credit Party Pledge Agreement.
To the extent the Credit Party Pledge Agreement requires or provides for the pledge of promissory
notes issued by, or capital stock or other equity interests in, any Person organized under the laws
of a jurisdiction other than the United States, it is acknowledged that, as of the Initial Borrower
Date, no actions have been required to be taken to perfect under any local law of the jurisdiction
of the Person who issued the respective promissory notes or whose capital stock or other equity
interests are pledged, under the Security Documents. The Credit Parties hereby agree that,
following any request by
the Administrative Agent or Required Banks to do so in respect to any such asset that is material,
each Credit Party shall, and shall cause its Subsidiaries to, take such actions under U.S. law or
the local law of any jurisdiction with respect to which such actions have not already been taken as
are reasonably determined by the Administrative Agent or the Required Banks to be necessary or
desirable in order to fully perfect, preserve or protect the security interests in such assets
granted pursuant to the Credit Party Pledge Agreement under the laws of such jurisdictions. If
requested to do so pursuant to this Section 14.09, all such actions shall be taken in accordance
with the provisions of this Section 14.09 as promptly as practicable. All conditions and
representations contained in this Agreement and the other Credit Documents shall be deemed modified
to the extent necessary to effect the foregoing and so that same are not violated by reason of the
failure to take actions under U.S. Federal or local law (but only with respect to capital stock of,
other equity interests in, and promissory notes issued by, Persons organized under laws of
jurisdictions other than the United States) not required to be taken in accordance with the
provisions of this Section 14.09; provided that, to the extent any representation or warranty would
not be true because the foregoing actions were not taken, the respective representation or warranty
shall be required to be true and correct in all material respects at such time as the respective
action is required to be taken in accordance with the foregoing provisions of this Section 14.09.




-106-









 








          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Agreement as of the date first above written.





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	Address:	 	COINMACH LAUNDRY CORPORATION  
	303 Sunnyside Blvd. Ste. 70
	 	 	 	 	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Robert M. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Address:	 	COINMACH CORPORATION
	303 Sunnyside Blvd. Ste. 70
	 	 	 	 	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Robert M. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Address:	 	SUPER LAUNDRY EQUIPMENT CORP.,
	303 Sunnyside Blvd. Ste. 70

	 	 	 	as Subsidiary Guarantor	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Robert M. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Address:	 	GRAND WASH & DRY LAUNDERETTE, INC.,
	303 Sunnyside Blvd. Ste. 70

	 	 	 	as Subsidiary Guarantor	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Robert M. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Address:	 	APPLIANCE WAREHOUSE OF AMERICA, INC.,
	303 Sunnyside Blvd. Ste. 70

	 	 	 	as Subsidiary Guarantor	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Robert M. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	Address:	 	AMERICAN LAUNDRY FRANCHISING CORP.,
	303 Sunnyside Blvd. Ste. 70

	 	 	 	as Subsidiary Guarantor	 	 
	Plainview, NY 11803
	 	 	 	 	 	 
	Attention:

	 	by:
	 	   /s/ Thomas Siegel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas Siegel	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 







-108-









 









	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     Individually and as Administrative Agent

 	 
	 	By:  	/s/ Carin M. Keegan
 	 
	 	 	Name: 	Carin M. Keegan 	 
	 	 	Title: Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Evelyn Thierry
 	 
	 	 	Name:  	Evelyn Thierry 	 
	 	 	Title: Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST SECURITIES, INC.,

     as Joint Lead Arranger and Book Manager

 	 
	 	By:  	/s/ Kevin Sherlock
 	 
	 	 	Name:  	Kevin Sherlock 	 
	 	 	Title: Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ John C. Cushman
 	 
	 	 	Name:  	John C. Cushman 	 
	 	 	Title: Director 	 













 






	 	 	 	 	 



	 	 	 	 	 	 	 
	J.P. MORGAN SECURITIES INC.,	 	 
	 	 	As Joint Lead Arranger and Book Manager	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason A. Kulas	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason A. Kulas	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	As Syndication Agent and a Bank	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Lister	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael J. Lister	 	 
	 

	 	 	 	Title: Senior Vice President	 	 


















 






	 	 	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 	 	          As a Bank
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	     /s/ Paul L. Puryear, Jr.
 

Name: Paul L. Puryear, Jr.
	 	 
	 

	 	 	 	 	 	Title:	 	 






 









 





ANNEX I




COMMITMENTS




	 	 	 	 	 
	 	 	Revolving	 
	 	 	Loan	 
	Bank	 	Commitments	 
	Deutsche Bank Trust Company Americas
	 	$	49,750,000.00	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	15,250,000.00	 
	 
	 	 	 	 
	General Electric Capital Corporation
	 	$	10,000,000.00	 
	 
	 	 	 	 
	 
	 	 	 
	TOTAL
	 	$	75,000,000.00	 






 









 





ANNEX II




BANK ADDRESSES 3




Deutsche Bank Trust Company

     Americas

60 Wall Street

New York, NY 10005




JP Morgan Chase Bank

2200 Ross Avenue

Dallas, TX 75201






 




			
	3	 	Confirm