Exhibit
4.2  EXECUTION
COPY  CREDIT AGREEMENT  dated as of  June 23, 2006,  among  INTERLINE BRANDS, INC.,
a Delaware corporation,
as Holdings  INTERLINE BRANDS, INC.,
a New Jersey corporation
as Borrower,  The Lenders Party Hereto,  JPMORGAN CHASE BANK, N.A., as Administrative Agent,  LEHMAN COMMERCIAL PAPER INC., as Syndication Agent  and  CREDIT SUISSE
BANK OF AMERICA, N.A.
WACHOVIA BANK, NATIONAL ASSOCIATION
SUNTRUST BANK
as Co-Documentation Agents  
  J.P. MORGAN SECURITIES INC. and LEHMAN BROTHERS INC., as Joint Bookrunners and Joint-Lead Arrangers  [CS&M Ref. 06701-292]


TABLE OF CONTENTS  PageARTICLE IDefinitionsSECTION 1.01. Defined Terms
  
  2SECTION 1.02. Classification of Loans and Borrowings
  
  27SECTION 1.03. Terms Generally
  
  27SECTION 1.04. Accounting Terms; GAAP
  
  28ARTICLE IIThe CreditsSECTION 2.01. Commitments
  
  28SECTION 2.02. Loans and Borrowings
  
  28SECTION 2.03. Requests for Borrowings
  
  29SECTION 2.04. Swingline Loans
  
  30SECTION 2.05. Letters of Credit
  
  31SECTION 2.06. Funding of Borrowings
  
  36SECTION 2.07. Interest Elections
  
  37SECTION 2.08. Termination and Reduction of Commitments
  
  38SECTION 2.09. Repayment of Loans; Evidence of
  Debt
  
  38SECTION 2.10. Amortization of Term Loans
  
  39SECTION 2.11. Prepayment of Loans
  
  41SECTION 2.12. Fees
  
  43SECTION 2.13. Interest
  
  44SECTION 2.14. Alternate Rate of Interest
  
  45SECTION 2.15. Increased Costs
  
  45SECTION 2.16. Break Funding Payments
  
  46SECTION 2.17. Taxes
  
  47SECTION 2.18. Payments Generally; Pro Rata Treatment;
  Sharing of Set-offs
  
  48SECTION 2.19. Mitigation Obligations; Replacement of
  Lenders
  
  50SECTION 2.20. Incremental Extensions of Credit
  
  51ARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
  
  52  i


SECTION 3.02. Authorization; Enforceability
  
  52SECTION 3.03. Governmental Approvals; No Conflicts
  
  53SECTION 3.04. Financial Condition; No Material Adverse
  Change
  
  53SECTION 3.05. Properties
  
  54SECTION 3.06. Litigation and Environmental Matters
  
  54SECTION 3.07. Compliance with Laws and Agreements
  
  55SECTION 3.08. Investment and Holding Company Status
  
  55SECTION 3.09. Taxes
  
  55SECTION 3.10. ERISA
  
  55SECTION 3.11. Disclosure
  
  55SECTION 3.12. Subsidiaries
  
  56SECTION 3.13. Insurance
  
  56SECTION 3.14. Labor Matters
  
  56SECTION 3.15. Solvency
  
  56SECTION 3.16. Senior Indebtedness; Designated Senior
  Indebtedness
  
  57ARTICLE IVConditionsSECTION 4.01. Effective Date
  
  57SECTION 4.02. Delayed Draw Funding Date
  
  59SECTION 4.03. Each Credit Event
  
  60ARTICLE VAffirmative CovenantsSECTION 5.01. Financial Statements and Other
  Information
  
  61SECTION 5.02. Notices of Material Events
  
  62SECTION 5.03. Information Regarding Collateral
  
  63SECTION 5.04. Existence; Conduct of Business
  
  63SECTION 5.05. Payment of Obligations
  
  64SECTION 5.06. Maintenance of Properties
  
  64SECTION 5.07. Insurance
  
  64SECTION 5.08. Casualty and Condemnation
  
  64SECTION 5.09. Books and Records; Inspection and Audit
  Rights
  
  64SECTION 5.10. Compliance with Laws
  
  65SECTION 5.11. Use of Proceeds and Letters of Credit
  
  65SECTION 5.12. Additional Subsidiaries
  
  65SECTION 5.13. Further Assurances
  
  65  ii


ARTICLE VINegative CovenantsSECTION 6.01. Indebtedness; Certain Equity Securities
  
  66SECTION 6.02. Liens
  
  69SECTION 6.03. Fundamental Changes
  
  70SECTION 6.04. Investments, Loans, Advances, Guarantees
  and Acquisitions
  
  71SECTION 6.05. Asset Sales
  
  74SECTION 6.06. Sale and Leaseback Transactions
  
  75SECTION 6.07. Swap Agreements
  
  75SECTION 6.08. Restricted Payments; Certain Payments of
  Indebtedness
  
  75SECTION 6.09. Transactions with Affiliates
  
  77SECTION 6.10. Restrictive Agreements
  
  78SECTION 6.11. Amendment of Material Documents
  
  78SECTION 6.12. Interest Expense Coverage Ratio
  
  78SECTION 6.13. Net Leverage Ratio
  
  79SECTION 6.14. Maximum Capital Expenditures
  
  80ARTICLE VIIEvents of DefaultARTICLE VIIIThe Administrative AgentARTICLE IXMiscellaneousSECTION 9.01. Notices
  
  85SECTION 9.02. Waivers; Amendments
  
  86SECTION 9.02.A. Amendment Fees
  
  88SECTION 9.03. Expenses; Indemnity; Damage Waiver
  
  88SECTION 9.04. Successors and Assigns
  
  90SECTION 9.05. Survival
  
  93SECTION 9.06. Counterparts; Integration; Effectiveness
  
  94SECTION 9.07. Severability
  
  94SECTION 9.08. Right of Setoff
  
  94SECTION 9.09. Governing Law; Jurisdiction; Consent to
  Service of Process
  
  95SECTION 9.10. WAIVER OF JURY TRIAL
  
  95SECTION 9.11. Headings
  
  96SECTION 9.12. Confidentiality
  
  96SECTION 9.13. Interest Rate Limitation
  
  97SECTION 9.14.
  USA Patriot Act
  
  97  iii


SCHEDULES:  Schedule 1.01(a)
  
  Mortgaged PropertySchedule 1.01(b)
  
  Specified PropertiesSchedule 2.01
  
  CommitmentsSchedule 2.05
  
  Existing Letters of CreditSchedule 3.05
  
  Real PropertySchedule 3.06
  
  Disclosed MattersSchedule 3.12
  
  SubsidiariesSchedule 3.13
  
  InsuranceSchedule 6.01
  
  Existing IndebtednessSchedule 6.02
  
  Existing LiensSchedule 6.04
  
  Existing InvestmentsSchedule 6.09
  
  Transactions with
  AffiliatesSchedule 6.10
  
  Existing Restrictions  EXHIBITS:  Exhibit A
  
  Form of
  Assignment and AssumptionExhibit B
  
  Form of
  Borrowing RequestExhibit C
  
  Form of
  Interest Election RequestExhibit D-1
  
  Form of
  Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, LLPExhibit D-2
  
  Form of
  Opinion of Dechert LLPExhibit E
  
  Form of
  Guarantee and Collateral AgreementExhibit F
  
  Form of Perfection
  Certificate  iv


CREDIT
AGREEMENT dated as of June 23, 2006, among INTERLINE BRANDS, INC., a
Delaware corporation (Holdings), INTERLINE BRANDS, INC., a New Jersey
corporation (the Borrower), the LENDERS party hereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC., as Syndication
Agent, and CREDIT SUISSE, BANK OF AMERICA, N.A., SUNTRUST BANK and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.  Reference is made to the Amended and Restated
Credit Agreement dated as of December 21, 2004 (as amended, supplemented
or otherwise modified prior to the date hereof, the Existing Credit
Agreement), among Holdings, the Borrower, the lenders party thereto,
Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First
Boston, acting through its Cayman Islands Branch), as Administrative Agent, and
JPMorgan Chase Bank, N.A., as Syndication Agent.  On the Effective Date (such term and each
other capitalized term used but not defined in this preamble having the meaning
assigned thereto in Article I), the Borrower intends to (a) consummate
the Debt Tender Offer, (b) issue the Senior Subordinated Notes, (c) pay
in full all principal, interest, fees and other amounts outstanding under the
Existing Credit Agreement, with the result that the Existing Credit Agreement
and all commitments, obligations and security interests thereunder will be
terminated and (d) pay fees and expenses in connection with the
foregoing.  In addition, on the AmSan
Acquisition Closing Date, pursuant to the Securities Purchase Agreement and the
transactions contemplated thereby, the Borrower will acquire (the AmSan
Acquisition) all the outstanding Equity Interests in AmSan, LLC, a
Delaware limited liability company (AmSan), for aggregate cash
consideration of approximately $127,500,000 (subject to adjustment as provided
in the Securities Purchase Agreement, the AmSan Acquisition Consideration).  In connection with the foregoing, the
Borrower has requested that the Lenders extend credit in the form of (a)(i) Initial
Term Loans on the Effective Date in an aggregate principal amount not in excess
of $100,000,000 and (ii) Delayed Draw Term Loans on the Delayed Draw
Funding Date in an aggregate principal amount not in excess of $130,000,000 and
(b) Revolving Loans and Swingline Loans at any time and from time to time
during the Revolving Availability Period, in an aggregate principal amount at
any time outstanding not in excess of $100,000,000, including Letters of Credit
in an aggregate stated amount at any time outstanding not in excess of $40,000,000.  The Lenders are willing to extend such credit
to the Borrower and the Issuing Banks are willing to issue Letters of Credit
for the account of the Borrower on the terms and subject to the conditions set
forth herein.  Accordingly, the parties
hereto agree as follows:


ARTICLE
I  Definitions  SECTION 1.01.  Defined Terms.  As used in this Agreement, the following
terms have the meanings specified below:  ABR, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.  Additional Senior Subordinated Notes
means any senior subordinated notes issued by the Borrower after the Effective
Date and the Indebtedness represented thereby; provided that (a) such
senior subordinated notes (i) shall not provide for guarantors, obligors
or security in addition to those which apply to the Senior Subordinated Notes, (ii) shall
not have a maturity date that is earlier than the date that is 180 days after
the Term Loan Maturity Date or provide for any amortization, sinking fund or
other scheduled payments (other than regularly scheduled interest payments)
prior to the date that is 180 days after the Term Loan Maturity Date and (iii) shall
be subordinated to the Obligations on terms not less favorable to the Lenders
than the terms in respect of the Senior Subordinated Notes and (b) all
other terms (excluding interest rates and redemption premiums) of such senior
subordinated notes shall not be materially less favorable to the Lenders than
those existing with respect to the Senior Subordinated Notes.  Adjusted LIBO Rate means, with
respect to any Eurodollar Borrowing for any Interest Period, an interest rate
per annum equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.  Administrative Agent means JPMorgan
Chase Bank, N.A., in its capacity as administrative agent for the Lenders
hereunder.  Administrative Questionnaire means
an Administrative Questionnaire in a form supplied by the Administrative Agent.  Affiliate means, with respect to a
specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control
with the Person specified.  Agents means the Administrative
Agent and the Syndication Agent.  Agreement means this Credit
Agreement, as the same may be renewed, extended, modified, supplemented or
amended from time to time.  Alternate Base Rate means, for any
day, a rate per annum equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1⁄2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective
Rate shall be effective from and  2


including the effective date
of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.  AmSan has the meaning assigned to
such term in the preamble to this Agreement.  AmSan Acquisition has the meaning
assigned to such term in the preamble to this Agreement.  AmSan Acquisition Closing Date means
the date on the which the AmSan Acquisition is consummated pursuant to the
terms of the Securities Purchase Agreement.  AmSan Acquisition Consideration has
the meaning assigned to such term in the preamble to this Agreement.  Applicable Percentage means, with
respect to any Revolving Lender, the percentage of the total Revolving Commitments
represented by such Lenders Revolving Commitment.  If the Revolving Commitments have terminated
or expired, the Applicable Percentages shall be determined based upon the
Revolving Commitments most recently in effect, giving effect to any assignments.  Applicable Rate means, for any day (a) with
respect to any ABR Loan or Eurodollar Loan that is a Term Loan, the applicable
rate per annum set forth below under the caption Term Loan ABR Spread or Term
Loan Eurodollar Spread, as the case may be, and (b) with respect to any
ABR Loan or Eurodollar Loan that is a Revolving Loan, (i) the applicable
rate per annum set forth below under the caption Revolving Loan ABR Spread or
Revolving Loan Eurodollar Spread, as the case may be, and (ii) with
respect to commitment fees payable pursuant to Section 2.12, the
applicable rate per annum set forth below under the caption Commitment Fee,
and based upon the Net Leverage Ratio, in each case, as of the most recent
determination date:  Applicable
Rates for Term Loans  Net
  Leverage Ratio:
  
  Term Loan
  ABR Spread
  
  Term Loan
  Eurodollar SpreadCategory 1
  Ratio is greater than
  2.75 to 1.00
  
  0.75
  %
  1.75
  %Category 2
  Ratio is less than or
  equal to 2.75 to 1.00
  
  0.50
  %
  1.50
  %  3


Applicable
Rates for Revolving Loans  Net
  Leverage Ratio:
  
  Revolving Loan
  ABR Spread
  
  Revolving Loan
  Eurodollar Spread
  
  Commitment FeeCategory
  1
  Ratio is greater than
  3.00 to 1.00
  
  0.75
  %
  1.75
  %
  0.375
  %Category
  2
  Ratio is less than or
  equal to 3.00 to 1.00 but greater than 2.25 to 1.00
  
  0.50
  %
  1.50
  %
  0.300
  %Category
  3
  Ratio is less than or
  equal to 2.25 to 1.00
  
  0.25
  %
  1.25
  %
  0.250
  %  For purposes of the foregoing, (i) the
Net Leverage Ratio shall be determined as of the end of each fiscal quarter of
the Borrowers fiscal year based upon the Borrowers consolidated financial
statements delivered pursuant to Section 5.01(a) or (b) or, in
the case of a fiscal quarter of any fiscal year, a Pricing Certificate, and (ii) each
change in the Applicable Rate resulting from a change in the Net Leverage Ratio
shall be effective during the period commencing on and including the date that
is three Business Days after the date of delivery to the Administrative Agent
of such consolidated financial statements or Pricing Certificate indicating
such change and ending on the date immediately preceding the effective date of
the next such change; provided that the Net Leverage Ratio shall be
deemed to be in Category 1, at the option of the Administrative Agent or
at the request of the Required Lenders, (A) at any time that an Event of
Default has occurred and is continuing or (B) if the Borrower fails to
deliver the consolidated financial statements required to be delivered by it
pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until the third Business Day after
such consolidated financial statements are delivered.  Approved Fund has the meaning
assigned to such term in Section 9.04.  Assignment and Assumption means an
assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04), and
accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.  Board means the Board of Governors
of the Federal Reserve System of the United States of America.  Borrower means Interline Brands, Inc.,
a New Jersey corporation.  Borrowing means (a) Loans of
the same Class and Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is
in effect, or (b) a Swingline Loan.  4


Borrowing Request means a request by
the Borrower for a Borrowing in accordance with Section 2.03 and
substantially in the form of Exhibit B, or such other form as shall be
approved by the Administrative Agent.  Business Day means any day that is
not a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term Business Day shall
also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.  Buyers Access means Buyers Access
LLC, a Delaware limited liability company.  Capital Expenditures means, for any
period, (a) the additions to property, plant and equipment and other
capital expenditures of the Borrower and the Subsidiaries, on a consolidated
basis, that are (or would be) set forth in a consolidated statement of cash
flows of the Borrower for such period prepared in accordance with GAAP
(including expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP) and (b) Capital Lease Obligations incurred by the
Borrower and the Subsidiaries, on a consolidated basis, during such period; provided
that Capital Expenditures shall not include (i) expenditures of proceeds
of insurance settlements, condemnation awards and other settlements in respect
of lost, destroyed, damaged or condemned assets, equipment or other property to
the extent such expenditures are made to replace or repair such lost,
destroyed, damaged or condemned assets, equipment or other property or
otherwise to acquire, maintain, develop, construct, improve or repair assets or
properties useful in the business of the Borrower or (ii) investments that
constitute a Permitted Acquisition pursuant to clause (a) of Section 6.04.  Capital Lease Obligations of any
Person means the obligations of such Person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.  Certificate of Designation means the
Wilmar Industries, Inc. Certificate of Designation of Senior Preferred
Stock dated May 16, 2000, as in effect on the date hereof.  Change in Control means (a) the
failure by Holdings to own, directly or indirectly, beneficially and of record,
Equity Interests in the Borrower representing 100% of each of the aggregate
voting power and aggregate equity value represented by the issued and
outstanding Equity Interests in the Borrower; (b) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934, as amended,
and the rules of the SEC thereunder as in effect on the date hereof),
other than the Permitted Investors, of Equity Interests representing more than
50% of the aggregate voting power or aggregate equity  5


value represented by the
issued and outstanding Equity Interests in Holdings, which represents a greater
percentage of the aggregate ordinary voting power or the aggregate equity
value, as applicable, represented by the issued and outstanding Equity
Interests in Holdings than the percentage of the aggregate ordinary voting
power or the aggregate equity value, as applicable, owned, directly or
indirectly, beneficially and of record, by the Sponsors; (c) occupation of
a majority of the seats (other than vacant seats) on the board of directors of
Holdings by Persons who were neither (i) nominated by the board of
directors of Holdings nor (ii) appointed by directors so nominated; (d) the
acquisition of direct or indirect Control of Holdings by any Person or group;
or (e) the occurrence of a Change of Control, as defined in the Senior
Subordinated Debt Documents or the terms of any Additional Senior Subordinated
Notes.  Change in Law means (a) the
adoption of any law, rule or regulation after the date of this Agreement, (b) any
change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by
such Lenders or Issuing Banks holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.  Class, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Loans, Term Loans, Incremental Extensions of Credit or
Swingline Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Commitment or any Commitment in respect
of an Incremental Extension of Credit.  CLO has the meaning assigned to such
term in Section 9.04.  Code means the Internal Revenue Code
of 1986, as amended from time to time.  Collateral means any and all Collateral,
as defined in any applicable Security Document.  Collateral Agent means the
Administrative Agent or other Person acting as collateral agent for the Secured
Parties (as defined in the Collateral Agreement) under the Security Documents.  Collateral Agreement means the
Guarantee and Collateral Agreement among Holdings, the Borrower, the Subsidiary
Loan Parties and the Collateral Agent, substantially in the form of Exhibit E.  Collateral and Guarantee Requirement
means the requirement that:  (a) the Administrative Agent shall have
received from each Loan Party either (i) a counterpart of the Collateral
Agreement duly executed and delivered on behalf of such Loan Party or (ii) in
the case of any Person that becomes a Loan  6


Party after the Effective
Date, a supplement to the Collateral Agreement, substantially in the form
specified therein, duly executed and delivered on behalf of such Loan Party;  (b) all outstanding Equity Interests of (i) the
Borrower and (ii) each Subsidiary owned by or on behalf of any Loan Party
shall have been pledged pursuant to the Collateral Agreement (except that the
Loan Parties shall not be required to pledge (i) more than 65% of the
outstanding voting Equity Interests of any Foreign Subsidiary that is not a
Loan Party but is owned directly by a Loan Party, (ii) any Equity
Interests of a Foreign Subsidiary that is not owned directly by a Loan Party
and (iii) any Equity Interests in a Joint Venture or Glenwood Acquisition
LLC), and the Administrative Agent shall have received certificates or other
instruments representing all such Equity Interests, together with undated stock
powers or other instruments of transfer with respect thereto endorsed in blank;  (c) all Indebtedness of Holdings, the
Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced
by a promissory note and shall have been pledged pursuant to the Collateral
Agreement and the Administrative Agent shall have received all such promissory
notes, together with undated instruments of transfer with respect thereto endorsed
in blank;  (d) all documents and instruments,
including Uniform Commercial Code financing statements, required by law or
reasonably requested by the Administrative Agent to be filed, registered or
recorded to create the Liens intended to be created by the Collateral Agreement
and perfect such Liens to the extent required by, and with the priority
required by, the Collateral Agreement, shall have been filed, registered or
recorded or delivered to the Administrative Agent for filing, registration or recording;  (e) the Administrative Agent shall have
received (i) counterparts of a Mortgage with respect to each Mortgaged
Property duly executed and delivered by the record owner of such Mortgaged
Property, (ii) a policy or policies of title insurance issued by a
nationally recognized title insurance company insuring the Lien of each such
Mortgage as a valid first-priority Lien on the Mortgaged Property described
therein, free of any other Liens except as expressly permitted by Section 6.02,
together with such endorsements, coinsurance and reinsurance as the
Administrative Agent may reasonably request, and (iii) such surveys,
abstracts, appraisals, legal opinions and other documents as the Administrative
Agent may reasonably request with respect to any such Mortgage or Mortgaged
Property; and  (f) each Loan Party shall have obtained
all consents and approvals required to be obtained by it in connection with the
execution and delivery of all Security Documents to which it is a party, the
performance of its obligations thereunder and the granting by it of the Liens
thereunder.  7


Commitment means a Revolving
Commitment, a Term Loan Commitment or any commitment in respect of an
Incremental Extension of Credit or any combination thereof (as the context
requires).  Consolidated Cash Interest Expense
means, for any period, the excess of (a) the sum of (i) the interest
expense (including imputed interest expense in respect of Capital Lease
Obligations) of the Borrower and the Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP, (ii) any interest accrued
during such period in respect of Indebtedness of the Borrower or any Subsidiary
that is required to be capitalized rather than included in consolidated
interest expense for such period in accordance with GAAP, plus (iii) any
cash payments made during such period in respect of obligations referred to in
clause (b)(ii) below that were amortized or accrued in a previous period,
minus (b) the sum of (i) to the extent included in such consolidated
interest expense for such period, non-cash amounts attributable to amortization
of financing costs paid in a previous period, plus (ii) to the extent
included in such consolidated interest expense for such period, non-cash
amounts attributable to amortization of debt discounts or accrued interest
payable in kind for such period plus (iii) interest income for such
period.  Consolidated EBITDA means, for any
period, Consolidated Net Income for such period plus (a) without
duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) consolidated interest expense of the Borrower and
the Subsidiaries for such period, (ii) consolidated income tax expense of
the Borrower and the Subsidiaries for such period (including any income tax
expense of Holdings for such period to the extent the Borrower has made payment
to or for the account of Holdings in respect thereof), (iii) all amounts
attributable to depreciation and amortization for such period, (iv) amortization
or write-down of intangibles (including goodwill), (v) costs and expenses
paid by the Borrower in connection with the Transactions in an aggregate amount
not to exceed $15,000,000 in the fiscal year ending December 31, 2006, (vi) non-recurring
severance charges in respect of Permitted Acquisitions in an aggregate amount
not to exceed $1,000,000 in any period of four consecutive fiscal quarters and (vii) any
non-cash charges of the Borrower and the Subsidiaries for such period and minus
(b) without duplication and to the extent included in determining such
Consolidated Net Income, (i) any extraordinary gains of the Borrower and
the Subsidiaries for such period, (ii) any cash disbursements during such
period that relate to non-cash charges or losses added to Consolidated Net
Income pursuant to clause (a)(vii) of this paragraph in any prior period
and (iii) write-up of intangibles (including goodwill), all determined on
a consolidated basis in accordance with GAAP. 
For purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters for testing compliance with Sections 6.12 and 6.13
and for determining the Applicable Rate and compliance with Section 2.11(d),
if the Borrower or any consolidated Subsidiary has made any Permitted
Acquisition during such period of four consecutive fiscal quarters ending on
the date on which the most recent fiscal quarter ended, Consolidated EBITDA for
the relevant period shall be calculated after giving pro forma effect thereto
(and any related incurrence or repayment of Indebtedness, with any new
Indebtedness being deemed to be amortized over the applicable testing period in
accordance with its terms) as if such Permitted Acquisition had occurred on the
first day  8


of the four consecutive
fiscal quarter period for which such calculation is being made (including cost
savings (i) that would be permitted to be reflected in pro forma financial
information complying with the requirements of GAAP and Article XI of
Regulation S-X under the Securities Act (and the interpretations of the SEC
thereunder) and (ii) cost savings reasonably expected by a Financial
Officer of the Borrower to be realized within 12 months of the consummation of
the applicable Permitted Acquisition).  Consolidated Net Income means, for
any period, the net income or loss of the Borrower and the Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP
(adjusted to reflect any charge, tax or expense incurred or accrued by Holdings
during such period as though such charge, tax or expense had been incurred by
the Borrower, to the extent that the Borrower has made or is permitted under
the Loan Documents to make any payment to or for the account of Holdings in
respect thereof); provided that there shall be excluded (a) the
income of any Person (other than a Loan Party) in which any other Person (other
than the Borrower or any Subsidiary or any director holding qualifying shares
in compliance with applicable law) owns an Equity Interest, except to the
extent of the amount of dividends or other cash distributions actually paid to
the Borrower or any of the Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Subsidiary
or is merged into or consolidated with the Borrower or any Subsidiary or the
date that such Persons assets are acquired by the Borrower or any Subsidiary.  Control means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise.  Controlling
and Controlled have meanings correlative thereto.  Debt Tender Offer means the tender
offer and consent solicitation in respect of the Existing Senior Subordinated
Notes pursuant to which the Borrower will have (i) repurchased Existing
Senior Subordinated Notes constituting at least a majority of the aggregate
principal amount of the Existing Senior Subordinated Notes outstanding and (ii) amended
the Existing Senior Subordinated Notes Indenture to eliminate all significant
covenants and events of default, in each case for consideration and on terms
satisfactory to the Agents.  Default means any event or condition
which constitutes an Event of Default or which upon notice, lapse of time or
both would, unless cured or waived, become an Event of Default.  Delayed Draw Expiration Date means
the earliest to occur of (a) July 15, 2006, (b) the date on
which the Securities Purchase Agreement is terminated in accordance with its
terms and (c) the date on which the Delayed Draw Term Loan Commitments
shall be terminated pursuant to this Agreement.  Delayed Draw Funding Date means the
date on which the conditions specified in Section 4.02 are satisfied (or
waived in accordance with Section 9.02).  9


Delayed Draw Term Loan means a Loan
made pursuant to clause (a)(ii) of Section 2.01.  Delayed Draw Term Loan Commitment
means, with respect to each Lender, the commitment, if any, of such Lender to
make a Delayed Draw Term Loan hereunder on the Delayed Draw Funding Date,
expressed as an amount representing the maximum principal amount of the Delayed
Draw Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lenders Delayed
Draw Term Loan Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Delayed Draw Term Loan Commitment, as applicable.  The initial aggregate amount of the Lenders
Delayed Draw Term Loan Commitments is $130,000,000.  Disclosed Matters means the actions,
suits and proceedings and the environmental matters disclosed in
Schedule 3.06.  dollars or $ refers to
lawful money of the United States of America.  Effective Date means the date on
which the conditions specified in Section 4.01 are satisfied (or waived in
accordance with Section 9.02).  Environmental Laws means all laws,
rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, Release or threatened Release
of any Hazardous Material or health and safety matters.  Environmental Liability means all
liabilities, obligations, damages, losses, claims, actions, suits, judgments,
orders, fines, penalties, fees, expenses and costs, (including administrative
oversight costs, natural resource damages and remediation costs), whether
contingent or otherwise, arising out of or relating to: (a) compliance or
non-compliance with any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.  Equity Interests means shares of
capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.  ERISA means the Employee Retirement
Income Security Act of 1974, as amended from time to time.  10


ERISA Affiliate means any trade or
business (whether or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the
Code.  ERISA Event means (a) any reportable
event, as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an
accumulated funding deficiency (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (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
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate 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; or (h) the
existence of any event or condition that could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Plan.  Eurodollar, when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.  Event of Default has the meaning
assigned to such term in Article VII.  Excess Cash Flow means, for any
fiscal year, the sum (without duplication) of:  (a) the Consolidated Net Income for such
fiscal year, adjusted to exclude any gains or losses attributable to Prepayment
Events; plus  (b) the depreciation, amortization and
other non-cash charges or losses deducted in determining Consolidated Net
Income for such fiscal year; plus  (c) the amount, if any, by which Net
Working Capital decreased during such fiscal year; minus  (d) the sum of (i) any non-cash
gains included in determining such consolidated net income (or loss) for such
fiscal year plus (ii) the amount, if any, by which Net Working Capital
increased during such fiscal year; minus  11


(e) the sum of (i) Capital
Expenditures for such fiscal year (except to the extent (A) attributable
to the incurrence of Capital Lease Obligations, (B) financed by incurring
Long-Term Indebtedness or (C) made pursuant to Section 6.14(a)(ii) or
Section 6.14(c)) plus (ii) any consideration paid during such fiscal
year to make Permitted Acquisitions or other capital investments to the extent
paid using cash generated in the ordinary course of the Borrowers business;
minus  (f) the aggregate principal amount of
Long-Term Indebtedness repaid or prepaid by the Borrower and the Subsidiaries,
on a consolidated basis, during such fiscal year, excluding (i) Indebtedness
in respect of Revolving Loans and Letters of Credit (unless and to the extent
that there is a corresponding reduction in the Revolving Commitments), (ii) Term
Loans prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments
or prepayments of Long-Term Indebtedness financed by incurring other Long-Term
Indebtedness.  Excluded Taxes means, with respect
to the Administrative Agent, any Lender, any Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) net income or franchise taxes imposed by the
United States of America, a state, locality or other political subdivision
thereof or by any jurisdiction (or political subdivision thereof) under the
laws of which such recipient is subject to such taxes as a result of a present
or former connection to such jurisdiction, (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect and
would apply to amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment),
to receive additional amounts from the Borrower with respect to any withholding
tax pursuant to Section 2.17(a), or (ii) is attributable to such
Foreign Lenders failure to comply with Section 2.17(e).  Existing Credit Agreement has the
meaning assigned to such term in the preamble to this Agreement.  Existing Letter of Credit means each
letter of credit previously issued for the account of, or the reimbursement and
other obligations in respect of which are guaranteed by, the Borrower or a
Subsidiary pursuant to the Existing Credit Agreement that is (a) outstanding
on the Effective Date and (b) listed on Schedule 2.05.  Existing Preferred Stock means
preferred stock of the Borrower issued pursuant to the Certificate of
Designation.  Existing Senior Subordinated Notes
means the 111⁄2% senior subordinated notes due 2011 issued by the Borrower and
the Indebtedness represented thereby.  12


Existing Senior Subordinated Notes
Indenture means the Indenture dated as of May 23, 2003, among the
Borrower, the Subsidiaries listed therein and The Bank of New York, as trustee,
in respect of the Existing Senior Subordinated Notes.  Federal Funds Effective Rate means,
for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.  Financial Officer means the chief
financial officer, principal accounting officer, treasurer or controller of the
Borrower.  Foreign Lender means any Lender that
is organized under the laws of a jurisdiction other than that in which the
Borrower is located.  For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.  Foreign Subsidiary means any
Subsidiary that is organized under the laws of a jurisdiction other than the
United States of America or any State thereof or the District of Columbia.  GAAP means generally accepted
accounting principles in the United States of America, as in effect from time
to time.  Governmental Authority means the
government of the United States of America, any other nation or any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.  Guarantee of or by any Person (the guarantor)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the primary obligor) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or
any other financial statement condition or liquidity of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party or applicant in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term  13


Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.  Hazardous Materials means (a) petroleum
products and byproducts, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other
ozone-depleting substances; or (b) any chemical, material, substance,
waste, pollutant or contaminant that is prohibited, limited or regulated by or
pursuant to any Environmental Law.  Holdings means Interline Brands, Inc.,
a Delaware corporation.  Incremental Extensions of Credit has
the meaning assigned to such term in Section 2.20.  Incremental Facility Amendment has
the meaning assigned to such term in Section 2.20.  Incremental Facility Closing Date
has the meaning assigned to such term in Section 2.20.  Indebtedness of any Person means,
without duplication, (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person upon
which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in
respect of the deferred purchase price of property or services (excluding
current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party or
applicant in respect of letters of credit and letters of guaranty and (j) all
obligations, contingent or otherwise, of such Person in respect of bankers
acceptances.  The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Persons ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.  For the avoidance of doubt, Indebtedness
shall not include post-closing payment adjustments or earn-outs to which the
seller in a Permitted Acquisition may be entitled (except to the extent
provided under clause (c) of the definition of Pro Forma Basis).  Indemnified
Taxes means Taxes other than Excluded Taxes.  Information Memorandum means the
Confidential Information Memorandum dated June 2006, relating to Holdings,
the Borrower and the Transactions.  14


Initial Term Loan means a Loan made
pursuant to clause (a)(i) of Section 2.01.  Initial Term Loan Commitment means,
with respect to each Lender, the commitment, if any, of such Lender to make an
Initial Term Loan hereunder on the Effective Date, expressed as an amount
representing the maximum principal amount of the Initial Term Loan to be made
by such Lender hereunder, as such commitment may be (a) reduced from time
to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lenders Initial
Term Loan Commitment is set forth on Schedule 2.01, or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its Initial
Term Loan Commitment, as applicable.  The
initial aggregate amount of the Lenders Initial Term Loan Commitments is
$100,000,000.  Interest Election Request means a
request by the Borrower to convert or continue a Revolving Borrowing or Term
Borrowing in accordance with Section 2.07 and substantially in the form of
Exhibit C hereto, or such other form as shall be approved by the
Administrative Agent.  Interest Payment Date means (a) with
respect to any ABR Loan (including a Swingline Loan), the last Business Day of
each March, June, September and December and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months duration after the first day of such Interest Period.  Interest Period means, with
respect to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months (or if acceptable to each Lender
participating in such Borrowing, nine or twelve months) thereafter, as the
Borrower may elect; provided, that (a) if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day and (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.  Issuing Bank means, as the context
may require, (a) JPMorgan Chase Bank, N.A., with respect to Letters of
Credit issued by it, (b) any other Revolving Lender that becomes an
Issuing Bank pursuant to Section 2.05(i), with respect to Letters of
Credit issued by it, (c) any Revolving Lender that has issued an Existing
Letter of Credit, and in each case, its successors in such capacity as provided
in Section 2.05(i) and  15


(d) each of Wachovia
Bank, National Association and Bank of America, N.A., in each case with respect
to Letters of Credit issued by it and only for so long as it is a Revolving
Lender.  An Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Bank, in which case the term Issuing Bank shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.  Joint Venture means (a) Buyers
Access and (b) any joint venture arrangement (whether structured as a
corporation, limited liability company, partnership or other entity or
arrangement), which is not a Subsidiary but in which the Borrower or any
Subsidiary owns or controls any Equity Interests.  LC Disbursement means a payment made
by an Issuing Bank pursuant to a Letter of Credit.  LC Exposure means, at any time, the
sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such
time.  The LC Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.  Lenders means the Persons listed on
Schedule 2.01 and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption or an Incremental Facility Amendment,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption.  Unless the
context otherwise requires, the term Lenders includes the Swingline Lender.  Letter of Credit means any letter of
credit (including each Existing Letter of Credit) issued pursuant to this
Agreement.  LIBO Rate means, with respect to any
Eurodollar Borrowing for any Interest Period, the rate per annum determined by
the Administrative Agent at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, by reference
to the British Bankers Association Interest Settlement Rates (as set forth by
any service selected by the Administrative Agent that has been nominated by the
British Bankers Association as an authorized information vendor for the
purpose of displaying such rates) as the rate for dollar deposits with a
maturity comparable to such Interest Period. 
In the event that such rate is not available at such time for any
reason, then the LIBO Rate with respect to such Eurodollar Borrowing
for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the bank serving as the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.  Lien means, with respect to any
asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital  16


lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.  Loan Documents means this Agreement,
the promissory notes, if any, executed and delivered pursuant to Section 2.09(e),
any Incremental Facility Amendment, the Collateral Agreement and the other
Security Documents.  Loan Parties means Holdings, the
Borrower and the Subsidiary Loan Parties.  Loans means the loans made by the
Lenders to the Borrower pursuant to this Agreement or an Incremental Facility
Amendment.  Long-Term Indebtedness means any
Indebtedness that, in accordance with GAAP, constitutes (or, when incurred,
constituted) a long-term liability.  Material Adverse Effect means a
material adverse effect on (a) the condition (financial or otherwise),
assets, operations or business of Holdings, the Borrower and the Subsidiaries
taken as a whole, (b) the ability of any Loan Party to perform any of its
obligations under any Loan Document or (c) the rights of or benefits
available to the Lenders under any Loan Document.  Material Indebtedness means
Indebtedness (other than the Loans and Letters of Credit), or obligations in
respect of one or more Swap Agreements, of any one or more of the Borrower and
the Subsidiaries in an aggregate principal amount exceeding $15,000,000.  For purposes of determining Material
Indebtedness, the principal amount of the obligations of the Borrower or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.  Moodys
means Moodys Investors Service, Inc.  Mortgage means a mortgage, deed of
trust, assignment of leases and rents, leasehold mortgage or other security
document granting a Lien on any Mortgaged Property to secure the
Obligations.  Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.  Mortgaged Property means, initially,
each parcel of real property and the improvements thereon owned by a Loan Party
and identified on Schedule 1.01(a), and includes each other parcel of real
property and improvements thereon with respect to which a Mortgage is granted
pursuant to Section 5.12 or 5.13.  Multiemployer Plan means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.  17


Net Leverage Ratio means, on any
date, the ratio of (a) Net Total Indebtedness as of such date to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the Borrower ended
on such date (or, if such date is not the last day of a fiscal quarter, ended
on the last day of the fiscal quarter of the Borrower most recently ended prior
to such date).  Net Proceeds means, with respect to
any event (a) the cash proceeds received in respect of such event
including (i) any cash received in respect of any non-cash proceeds, but
only as and when received, (ii) in the case of a casualty, insurance
proceeds, and (iii) in the case of a condemnation or similar event,
condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid by Holdings, the Borrower and
the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale, transfer or other disposition of
an asset (including pursuant to a sale and leaseback transaction or a casualty
or a condemnation or similar proceeding), the amount of all payments required
to be made by Holdings, the Borrower and the Subsidiaries as a result of such
event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event, and (iii) the
amount of all taxes paid (or reasonably estimated to be payable) by Holdings,
the Borrower and the Subsidiaries, and the amount of any reserves established
by Holdings, the Borrower and the Subsidiaries to fund contingent liabilities
reasonably estimated to be payable, in each case during the year that such
event occurred or the next succeeding year and that are directly attributable
to such event (as determined reasonably and in good faith by the chief
financial officer of the Borrower).  Net Sales means, for any period, the
net sales of Holdings, the Borrower and the Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.  Net Senior Secured Leverage Ratio
means, on any date, the ratio of (a) Net Total Secured Senior Indebtedness
as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date (or, if such
date is not the last day of a fiscal quarter, ended on the last day of the
fiscal quarter of the Borrower most recently ended prior to such date).  Net Total Indebtedness means, as of
any date, the sum of (a) the aggregate principal amount of Indebtedness of
the Borrower and the Subsidiaries outstanding as of such date, in the amount
that would be reflected on a balance sheet prepared as of such date on a
consolidated basis in accordance with GAAP, plus (b) the aggregate
principal amount of Indebtedness of the Borrower and the Subsidiaries
outstanding as of such date that is not required to be reflected on a balance
sheet in accordance with GAAP, determined on a consolidated basis; provided
that, for purposes of clause (b) above, the term Indebtedness shall not
include (i) contingent obligations of the Borrower or any Subsidiary as an
account party in respect of any letter of credit or letter of guaranty unless
such letter of credit or letter of guaranty supports an obligation that
constitutes Indebtedness and (ii) Indebtedness permitted by clause (xi) of
Section 6.01(a) to the extent the sole recourse with respect to such
Indebtedness is to the  18


Borrowers Equity Interests
in Buyers Access, minus (c) the aggregate amount of cash and Permitted
Investments of Holdings, the Borrower and the Subsidiaries as of such date, provided
that the aggregate amount of cash and Permitted Investments permitted to be
included in this clause (c) shall not exceed $25,000,000.  Net Total Senior Secured Indebtedness
means, as of any date, (a) Net Total Indebtedness as of such date minus (b) without
duplication, the portion of Net Total Indebtedness as of such date represented
by (i) Indebtedness that is expressly subordinated in right of payment to
the Obligations and (ii) Indebtedness that is not secured by any Lien.  Net Working Capital means, at any
date, (a) the consolidated current assets of the Borrower and the
Subsidiaries, as of such date (excluding cash and Permitted Investments) minus (b) the
consolidated current liabilities of the Borrower and the Subsidiaries as of
such date (excluding current liabilities in respect of Indebtedness).  Net Working Capital at any date may be a
positive or negative number.  Net Working
Capital increases when it becomes more positive or less negative and decreases
when it becomes less positive or more negative.  Non-Consenting Lender has the
meaning assigned to such term in Section 9.02(b).  Obligations has the meaning assigned
to such term in the Collateral Agreement.  Other Taxes means any and all
present or future recording, stamp, documentary, excise, transfer, sales,
property or similar taxes, charges or levies arising from any payment made
under any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document.  Participant
has the meaning set forth in Section 9.04.  PBGC means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions.  Perfection Certificate means a
certificate in the form of Exhibit F or any other form approved by the
Collateral Agent.  Permitted
Acquisition means any acquisition by the Borrower or a wholly owned
Subsidiary Loan Party of all the outstanding Equity Interests in, all or
substantially all the assets of, or all or substantially all the assets
constituting a division or line of business of, a Person if (a) such
acquisition was not preceded by, or consummated pursuant to, a hostile offer, (b) no
Default has occurred and is continuing or would result therefrom, (c) all
transactions related thereto are consummated in accordance with applicable
laws, (d) all actions required to be taken with respect to such acquired
or newly formed Subsidiary or assets under Sections 5.12 and 5.13 shall
have been taken, (e) on a Pro Forma Basis, as of the last day of the most
recently ended fiscal quarter of the Borrower for which financial statements
are available, (i) the Borrower is in  19


compliance
with the covenants contained in Sections 6.12 and 6.13 and (ii) the
Net Senior Leverage Ratio is less than 2.50 to 1.00, (f) the business of
such Person or such assets, as the case may be, constitute a business permitted
by Section 6.03(b), and (g) the Borrower has delivered to the
Administrative Agent an officers certificate to the effect set forth in
clauses (a), (b), (c), (d), (e) and (f) above, together with all
relevant financial information for the Person or assets to be acquired.  Permitted Encumbrances
means:  (a) Liens imposed by law for taxes,
fees, assessments and other governmental charges that are not yet due or are
being contested in compliance with Section 5.05;  (b) carriers, warehousemens, mechanics,
materialmens, repairmens and other like Liens imposed by law, arising in the
ordinary course of business and securing obligations that are not overdue by
more than 45 days or are being contested in compliance with Section 5.05;  (c) pledges and deposits made in the
ordinary course of business in compliance with workers compensation,
unemployment insurance and other social security laws or regulations;  (d) deposits to secure the performance
of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case
in the ordinary course of business;  (e) judgment liens in respect of
judgments that do not constitute an Event of Default under clause (k) of Article VII;  (f) easements, zoning restrictions,
rights-of-way, minor defects or irregularities of title and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary; and  (g) landlords and lessors and other
like Liens in respect of rent not in default;  providedthat the term Permitted
Encumbrances shall not include any Lien securing Indebtedness.  Permitted Investments means:  (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and  20


credit of the United States
of America), in each case maturing within one year from the date of acquisition
thereof;  (b) investments in commercial paper
maturing within 270 days from the date of acquisition thereof and having, at
such date of acquisition, a rating of at least A1 by S&P or P-1 by Moodys;  (c) investments in certificates of
deposit, bankers acceptances and time deposits maturing within 180 days from
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of
not less than $500,000,000;  (d) fully collateralized repurchase
agreements with a term of not more than 30 days for securities described in
clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above;  (e) money market funds that (i) comply
with the criteria set forth in SEC Rule 2a-7 under the Investment Company
Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moodys
and (iii) have portfolio assets of at least $5,000,000,000; and  (f) investments in securities with
maturities of six months or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least A by S&P or A by Moodys.  Permitted Investors means Parthenon
Capital, Inc., Sterling Investment Partners L.P., Michael J. Grebe,
William E. Sanford, William R. Pray and any Affiliate of the foregoing.  Person means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.  Plan means any employee pension benefit
plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower has any liability or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an employer as defined in Section 3(5) of
ERISA.  21


Prepayment Event means:  (a) any sale, transfer or other disposition
(including pursuant to a sale and leaseback transaction) of any property or
asset of the Borrower or any Subsidiary resulting in Net Proceeds of $5,000,000
or more, other than dispositions described in clauses (a), (b), (c), (d), (e) and
(g) of Section 6.05; or  (b) any casualty or other insured damage
to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Borrower or any Subsidiary, with a
fair value immediately prior to such event equal to or greater than $5,000,000;
or  (c) the incurrence by the Borrower or
any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.  Pricing Certificate means a
certificate signed by a Financial Officer, certifying the Net Leverage Ratio
for any period of four fiscal quarters for which the Net Leverage Ratio is
calculated.  Prime Rate means the rate of
interest per annum determined from time to time by the Administrative Agent as
its prime rate in effect for dollars at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective.  Pro Forma Basis means, with respect
to the calculation of any financial ratio for any period of four consecutive fiscal
quarters (the Reference Period) pursuant to Section 2.20, Section 6.04(a) or
Section 6.08(a)(viii):  (a) in making any determination of Consolidated EBITDA, pro forma
effect shall be given to any Permitted Acquisition that occurred during such
Reference Period or thereafter and through and including the date of
consummation of the event requiring the calculation of such financial ratio, as
if such Permitted Acquisition occurred on the first day of such Reference
Period;  (b) in making any determination of Net Total Indebtedness, Net
Total Senior Secured Indebtedness or Consolidated Cash Interest Expense, pro
forma effect shall be given to any incurrence, repayment or assumption of
Indebtedness that occurred during such Reference Period or thereafter and
through and including the date of consummation of the event requiring the
calculation of such financial ratio, as if such incurrence, repayment or
assumption of Indebtedness occurred on the first day of such Reference Period;
and  (c) in making any determination of Net Total Indebtedness or Net
Total Senior Secured Indebtedness in connection with any Permitted Acquisition,
the term Indebtedness shall be deemed to include the Borrowers good faith
estimate, as of the date of consummation of such Permitted Acquisition, of the
aggregate amount that will be payable by the Borrower and the Subsidiaries
pursuant to any post-closing payment adjustments or earn-outs with respect to  22


such Permitted Acquisition except to the
extent that the obligations of the Borrower and the Subsidiaries to make any
such payments are subordinated to the Obligations,  in the case of clauses (a) and (b) with
such pro forma adjustments (i) as would be permitted to be reflected in
pro forma financial information complying with the requirements of Article 11
of Regulation S-X under the Securities Act (and the interpretations of the SEC
thereunder) and (ii) that represent cost savings reasonably expected by
such Financial Officer to be realized within 12 months of the consummation
of the applicable Permitted Acquisition.  Proposed Change has the meaning
assigned to such term in Section 9.02(b).  Qualified Preferred Stock means,
with respect to Holdings, preferred stock of Holdings that (a) does not
require cash dividends to be paid on or prior to the date that is 180 days
after the Term Loan Maturity Date, (b) is not mandatorily redeemable
pursuant to a sinking fund obligation or otherwise prior to the date that is
180 days after the Term Loan Maturity Date, (c) does not contain any
maintenance covenants, other covenants adverse to the Lenders or remedies
(other than voting rights and increases in dividend rates) and (d) is
convertible only into common stock or other securities that would constitute
Qualified Preferred Stock.  Register
has the meaning set forth in Section 9.04.  Related Parties means, with respect
to any specified Person, such Persons Affiliates and the respective directors,
officers, employees, agents, trustees and advisors of such Person and such
Persons Affiliates.  Release means any release, spill,
emission, leaking, dumping, injection, pouring, deposit, disposal, discharge,
dispersal, leaching or migration into or through the environment or within or
upon any building, structure, facility or fixture.  Required Lenders means, at any time,
Lenders having Revolving Exposures, Term Loans, Loans in respect of Incremental
Extensions of Credit, if any, and unused Commitments representing more than 50%
of the sum of the total Revolving Exposures, outstanding Term Loans, Loans in
respect of Incremental Extensions of Credit, if any, and unused Commitments at
such time.  Restricted Payment means any
dividend or other distribution (whether in cash, securities or other property)
with respect to any Equity Interests in Holdings, the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any Equity
Interests in Holdings, the Borrower or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in Holdings, the Borrower or
any Subsidiary.  23


Retained Excess Cash Flow means,
with respect to any fiscal year ending on or after December 28, 2007, the
amount of Excess Cash Flow for such fiscal year that the Borrower was not
required to use to prepay the Term Loans pursuant to Section 2.11(d).  Revolving Availability Period means
the period from and including the Effective Date to but excluding the earlier
of the Revolving Maturity Date and the date of termination of the Revolving
Commitments.  Revolving Commitment means, with
respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and
Swingline Loans hereunder,  expressed as
an amount representing the maximum possible aggregate amount of such Lenders
Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lenders Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable.  The initial aggregate amount
of the Lenders Revolving Commitments is $100,000,000.  Revolving Exposure means, with
respect to any Lender at any time, the sum of the outstanding principal amount
of such Lenders Revolving Loans and its LC Exposure and Swingline Exposure at
such time.  Revolving Lender means a Lender with
a Revolving Commitment or, if the Revolving Commitments have terminated or
expired, a Lender with Revolving Exposure.  Revolving Loan means a Loan made
pursuant to clause (b) of Section 2.01.  Revolving Maturity Date means June 23,
2012.  S&P means Standard &
Poors Ratings Group, Inc.  SEC means the Securities and
Exchange Commission or any Governmental Authority succeeding to any of its
principal functions.  Securities Act means the Securities
Act of 1933, as amended.  Securities Purchase Agreement means
the securities purchase agreement dated as of May 23, 2006, by and among
American Sanitary Incorporated, a Delaware corporation, Golder, Thoma, Cressey,
Rauner Fund V, L.P., a Delaware limited partnership, GTCR Associates V, a
Delaware partnership, GTCR Capital Partners, L.P., a Delaware limited
partnership, AmSan and the Borrower.  24


Security Documents means the
Collateral Agreement, the Mortgages (if any) and each other security agreement
or other instrument or document executed and delivered pursuant to Section 5.12
or 5.13 to secure any of the Obligations.  Senior Subordinated Debt Documents
means the Existing Senior Subordinated Notes Indenture, the Senior Subordinated
Notes Indenture and all other instruments, agreements and other documents
evidencing or governing the Existing Senior Subordinated Notes or the Senior
Subordinated Notes or providing for any Guarantee or other right in respect
thereof.  Senior Subordinated Notes means the
8-1/8% senior subordinated notes due 2014 issued by the Borrower prior to the
Effective Date and the Indebtedness represented thereby.  Senior Subordinated Notes Indenture
means the First Supplemental Indenture dated as of June 23, 2006, among
Holdings, the Borrower, the Subsidiaries listed therein and The Bank of New
York Trust Company, N.A., as trustee, in respect of the Senior Subordinated
Notes.  Shareholders Agreement means the
amended and restated shareholders agreement dated as of September 29,
2000, among the Borrower and certain shareholders of the Borrower, as amended
on December 21, 2004.  Specified Properties means the
properties (and the improvements thereon) owned by the Borrower and the
Subsidiaries and set forth on Schedule 1.01(b).  Sponsors means Parthenon Capital, Inc.
and its Controlled Affiliates.  Statutory Reserve Rate means a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the bank
serving as the Administrative Agent is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as Eurocurrency
Liabilities in Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D. 
Eurodollar Loans shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.  Subordinated Debt means the Existing
Senior Subordinated Notes, the Senior Subordinated Notes and the Additional
Senior Subordinated Notes and the Indebtedness represented thereby.  25


Subordinated Promissory Note means
the 4% Nonrecourse Subordinated Promissory Note due 2010 issued by Glenwood
Acquisition LLC, in the aggregate principal amount of $3,275,000.  subsidiary means, with respect to
any Person (the parent) at any date, any corporation, limited
liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parents
consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities
or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more
than 50% of the partnership interests are, as of such date, owned, controlled
or held.  Subsidiary means any subsidiary of
the Borrower.  For the avoidance of
doubt, Buyers Access shall not be deemed a Subsidiary.  Subsidiary Loan Party means any
wholly owned Subsidiary that is not a Foreign Subsidiary.  Swap Agreement means any agreement
with respect to any swap, forward, future or derivative transaction or option
or similar agreement involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions; provided
that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.  Swingline Exposure means, at any
time, the aggregate principal amount of all Swingline Loans outstanding at such
time.  The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.  Swingline Lender means JPMorgan
Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.  Swingline Loan means a Loan made
pursuant to Section 2.04.  Syndication
Agent means Lehman Commercial Paper Inc.  Taxes means any and all present or
future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.  Term Loan means an Initial Term Loan
or a Delayed Draw Term Loan. 
Notwithstanding anything to the contrary herein, upon the initial
borrowing of the Delayed Draw Term Loans pursuant to Section 2.01(a)(ii),
the Initial Term Loans and the Delayed Draw Term Loans shall constitute the
same Term Loans.  26


Term Loan Commitment means an
Initial Term Loan Commitment or a Delayed Draw Term Loan Commitment.  Term Loan Lender means a Lender with
a Term Loan Commitment or an outstanding Term Loan.  Term Loan Maturity Date means June 23,
2013.  Transactions means (a) the
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party, the borrowing of the Loans, the use of proceeds thereof
and the issuance of Letters of Credit hereunder, (b) the termination of
the Existing Credit Agreement and the payment in full of all principal,
interest, fees and other amounts outstanding thereunder and the release of all
liens granted in respect thereof on terms and conditions satisfactory to the
Administrative Agent, (c) the execution, delivery and performance by each
Loan Party of the Senior Subordinated Debt Documents to which it is to be a
party, the issuance of the Senior Subordinated Notes and the use of proceeds
thereof, (d) the consummation of the Debt Tender Offer (e) the
consummation of the AmSan Acquisition and (f) the payment of fees and
expenses in connection with the foregoing.  Type, when used in reference to any
Loan or Borrowing, refers to whether the rate of interest on such Loan, or on
the Loans comprising such Borrowing, is determined by reference to the Adjusted
LIBO Rate or the Alternate Base Rate.  USA Patriot Act means The Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).  Withdrawal Liability means liability
to a Multiemployer Plan as a result of a complete or partial withdrawal from
such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.  SECTION 1.02.  Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a Revolving Loan) or
by Type (e.g., a Eurodollar Loan) or by Class and Type (e.g.,
a Eurodollar Revolving Loan). 
Borrowings also may be classified and referred to by Class (e.g.,
a Revolving Borrowing) or by Type (e.g., a Eurodollar Borrowing) or
by Class and Type (e.g., a Eurodollar Revolving Borrowing).  SECTION 1.03.  Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words include, includes and including
shall be deemed to be followed by the phrase without limitation.  The word will shall be construed to have
the same meaning and effect as the word shall.  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to  27


any restrictions on such amendments, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed
to include such Persons successors and assigns, (c) the words herein, hereof
and hereunder, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words asset and property shall be construed
to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.  SECTION 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if
the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after
such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.  ARTICLE
II  The Credits  SECTION 2.01.  Commitments.  Subject to the terms and conditions set forth
herein, each Lender agrees (a)(i) to make an Initial Term Loan to the
Borrower on the Effective Date in a principal amount not exceeding its Initial
Term Loan Commitment and (ii) to make a Delayed Draw Term Loan to the
Borrower on the Delayed Draw Funding Date in a principal amount not exceeding
its Delayed Draw Term Loan Commitment and (b) to make Revolving Loans to the
Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in such Lenders Revolving
Exposure exceeding such Lenders Revolving Commitment.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.  Amounts
prepaid or repaid in respect of Term Loans may not be reborrowed.  SECTION 2.02.  Loans and Borrowings.  (a)  Each  Loan (other than a Swingline Loan) shall be
made as part of a Borrowing consisting of Loans of the same Class and Type
made by the Lenders ratably in accordance with their respective Commitments of
the applicable Class.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder;  28


providedthat the Commitments of the Lenders are several and
no Lender shall be responsible for any other Lenders failure to make Loans as
required.  (b)  Subject to Section 2.14, each
Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as the Borrower may request in accordance herewith.  Each Swingline Loan shall be an ABR Loan.  Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in accordance
with the terms of this Agreement.  (c)  At the commencement of each
Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an
aggregate amount that is an integral multiple of $500,000 and not less than
$2,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $500,000 and not less than $1,000,000.  Each Swingline Loan shall be in an amount
that is an integral multiple of $250,000 and not less than $500,000.  Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there shall not at any
time be more than a total of ten Eurodollar Borrowings outstanding.  Notwithstanding anything to the contrary in
this Section 2.02(c), an ABR Revolving Borrowing or Swingline Loan may be
in an aggregate amount that is (i) equal to the entire unused balance of
the total Revolving Commitments or (ii) required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.05(e).  (d)  Notwithstanding any other provision
of this Agreement, the Borrower shall not be entitled to request, or to elect
to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Maturity Date or Term Loan
Maturity Date, as applicable.  SECTION 2.03.  Requests for Borrowings.  To request a Revolving Borrowing or Term
Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing (unless otherwise waived by the Administrative Agent)
or (b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may
be given not later than 10:00 a.m., New York City time, on the date of the
proposed Borrowing.  Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
signed by the Borrower.  Each such
telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:  (i) whether
the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing;  29


(ii) the
aggregate amount of such Borrowing;  (iii) the
date of such Borrowing, which shall be a Business Day;  (iv) whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;  (v) in
the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term Interest Period; provided that (A) in the case of any
Eurodollar Borrowing that is an Initial Term Loan, the initial Interest Period
shall be one month and (B) in the case of any Eurodollar Borrowing that is
a Delayed Draw Term Loan, the initial Interest Period shall be determined by
the Administrative Agent in consultation with the Borrower;  (vi) the
location and number of the Borrowers account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06; and  (vii) in
the case of a Revolving Borrowing, whether all or a portion of the proceeds of
such Borrowing will be used to finance Permitted Acquisitions and, after giving
effect to such Borrowing, the aggregate principal amount of outstanding
Revolving Loans used to finance Permitted Acquisitions (which shall be
determined as set forth in Section 2.11(f)).  If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one months duration.  Promptly following receipt of a  Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lenders Loan to be made as part of the
requested Borrowing.  SECTION 2.04.  Swingline Loans.  (a)  Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000
or (ii) the aggregate amount of the Lenders Revolving Exposures exceeding
the total amount of the Lenders Revolving Commitments; provided that
the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. 
Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.  (b)  To request a Swingline Loan, the
Borrower shall notify the Swingline Lender of such request by telephone
(confirmed by telecopy), not later than 12:00 noon, New York City time, on the
day of a proposed Swingline Loan.  Each
such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day), amount of the requested Swingline Loan, and the wire
transfer instructions for the  30


account of the Borrower to which proceeds of the Swingline Loan are to
be disbursed.  The Swingline Lender shall
make each Swingline Loan available to the Borrower by means of a credit to the
account of the Borrower specified in the notice (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e),
by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan.  (c)  The Swingline Lender may by written
notice given to the Administrative Agent not later than 12:00 noon, New
York City time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify
the aggregate amount of Swingline Loans in which Revolving Lenders will
participate.  Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each
Revolving Lender, specifying in such notice such Lenders Applicable Percentage
of such Swingline Loan or Loans.  Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lenders Applicable Percentage of such Swingline
Loan or Loans.  Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.  Each
Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Revolving Lenders.  The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to the Swingline Lender or to
the Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason.  The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default
in the payment thereof.  SECTION 2.05.  Letters of Credit.  (a)  General.  Upon satisfaction of the conditions specified
in Sections 4.01 and 4.03 on the Effective Date, each Existing Letter of
Credit will, automatically without any action on the part of any Person, be
deemed to be a Letter of Credit issued hereunder for all purposes of this
Agreement and the other  31


Loan Documents.  The Borrower
agrees that, with respect to each Existing Letter of Credit issued for the
account of any of its Subsidiaries, the Borrower is hereby deemed to be a
co-applicant and the Borrower hereby agrees to be jointly and severally liable
with such Subsidiary for all obligations of an applicant with respect to such
Existing Letter of Credit.  In addition,
subject to the terms and conditions set forth herein, the Borrower may request
the issuance of Letters of Credit for its own account (or for the account of
any Subsidiary so long as the Borrower and such Subsidiary are co-applicants),
in a form reasonably acceptable to the Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Revolving
Availability Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, any Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.  (b)  Notice of Issuance, Amendment,
Renewal, Extension; Certain Conditions. 
To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable Issuing Bank, except that the
Issuing Banks in respect of Existing Letters of Credit shall not be required to
issue additional Letters of Credit or renew or extend an Existing Letter of
Credit unless agreed by them) to the applicable Issuing Bank (which may be any
Issuing Bank selected by the Borrower if there is more than one Issuing Bank)
and the Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of
a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit.  If requested by the applicable Issuing Bank,
the Borrower also shall submit a letter of credit application on such Issuing
Banks standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $40,000,000 and (ii) the
aggregate amount of the Lenders Revolving Exposures shall not exceed the total
amount of the Lenders Revolving Commitments.  (c)  Expiration Date.  Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the Revolving Maturity Date; provided
that any standby Letter of Credit may contain customary automatic renewal
provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant
to which the expiration date is automatically extended by a specific time
period (but not to a date later than the date set forth in clause (ii) above)  32


unless the applicable Issuing Bank gives notice to the beneficiary of
such Letter of Credit at least 60 days prior to the expiration date of
such Letter of Credit.  (d)  Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from such Issuing Bank, a participation in
such Letter of Credit equal to such Lenders Applicable Percentage of the
aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the applicable Issuing
Bank, such Lenders Applicable Percentage of each LC Disbursement made by such
Issuing Bank and not reimbursed by the Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to
be refunded to the Borrower for any reason. 
Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.  (e)  Reimbursement.  If an Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 3:00 p.m., New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on
such date, or, if such notice has not been received by the Borrower prior to
such time on such date, then not later than 3:00 p.m., New York City time,
on (i) the Business Day that the Borrower receives such notice, if such
notice is received prior to 10:00 a.m., New York City time, on the day of
receipt, or (ii) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such
time on the day of receipt; provided that, the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section 2.03
or 2.04 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the
Borrowers obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan.  If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lenders Applicable Percentage thereof.  Promptly following receipt of such notice,
each Revolving Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to the
applicable Issuing Bank the amounts so received by it from the Revolving
Lenders.  Promptly following  33


receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the applicable Issuing Bank or, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse such applicable
Issuing Bank, then to such Lenders and the applicable Issuing Bank as their
interests may appear.  Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse the applicable
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.  (f)  Obligations Absolute.  The Borrowers obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by an Issuing Bank
under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other
event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Borrowers obligations hereunder. 
Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor
any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of any Issuing Bank; provided that the foregoing shall not
be construed to excuse the applicable Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential or
punitive damages, claims in respect of which are hereby waived by the Borrower
to the extent permitted by applicable law) suffered by the Borrower that are
caused by such Issuing Banks failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof.  The parties hereto
expressly agree that, in the absence of gross negligence or wilful misconduct
on the part of an Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each
such determination.  In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.  34


(g)  Disbursement Procedures.  An Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The
applicable Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and
whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the applicable Issuing Bank and the
Revolving Lenders with respect to any such LC Disbursement in accordance with Section 2.05(e).  (h)  Interim Interest.  If an Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.13(c) shall
apply.  Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment.  (i)  Issuing Banks.  Any Issuing Bank may be terminated, and any
existing Revolving Lender may become an Issuing Bank, in each case at any time
by written agreement among the Borrower, the Administrative Agent and the
terminated Issuing Bank or additional Issuing Bank (as applicable).  The Administrative Agent shall notify the
Lenders of any such additional Issuing Bank. 
At the time any such termination shall become effective, the Borrower
shall pay all unpaid fees accrued for the account of the terminated Issuing
Bank pursuant to Section 2.12(b). 
From and after the effective date of any such addition of an Issuing
Bank, the additional Issuing Bank shall have all the rights and obligations of
an Issuing Bank under this Agreement with respect to Letters of Credit issued
by it.  After the termination of an Issuing
Bank hereunder, the terminated Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank under
this Agreement with respect to Letters of Credit issued by it prior to such
termination, but shall not be required to issue additional Letters of Credit.  (j)  Cash Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposures representing greater
than 50% of the total LC Exposures) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposures as of such
date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower  35


described in clause (h) or (i) of Article VII.  The Borrower also shall deposit cash
collateral pursuant to this paragraph as and to the extent required by Section 2.11(b).  Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrowers
risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account. 
Moneys in such account shall be applied by the Administrative Agent to
reimburse the applicable Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Revolving Lenders with LC Exposures representing
greater than 50% of the total LC Exposures), be applied to satisfy other
obligations of the Borrower under this Agreement.  If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after all Events of Default
have been cured or waived.  SECTION 2.06.  Funding of Borrowings.  (a)  Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that ABR
Revolving Loans and Swingline Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.  (b)  Unless the Administrative Agent
shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lenders share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on  36


interbank compensation or (ii) in the case of the Borrower, the
interest rate applicable to ABR Loans. 
If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lenders Loan included in such Borrowing as of the
date of such Borrowing.  SECTION 2.07.  Interest Elections.  (a)  Each Revolving Borrowing and Term
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.  This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.  (b)  To make an election pursuant to
this Section, the Borrower shall notify the Administrative Agent of such
election by telephone by the time that a Borrowing Request would be required
under Section 2.03 if the Borrower were requesting a Revolving Borrowing
of the Type resulting from such election to be made on the effective date of
such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request signed by the Borrower.  (c)  Each telephonic and written
Interest Election Request shall specify the following information in compliance
with Section 2.02 and paragraph (e) of this Section:  (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);  (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;  (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and  (iv) if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term Interest Period.  If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then
the Borrower shall be deemed to have selected an Interest Period of one months
duration.  37


(d)  Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of
the details thereof and of such Lenders portion of each resulting Borrowing.  (e)  If the Borrower fails to deliver a
timely Interest Election Request with respect to a Eurodollar Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.  SECTION 2.08.  Termination and Reduction of Commitments.   (a)  Unless previously terminated, (i) the
Initial Term Loan Commitments shall terminate at 5:00 p.m., New York City
time, on the Effective Date, (ii) the Delayed Draw Term Loan Commitments
shall terminate at 5:00 p.m., New York City time, on the earlier of (A) the
Delayed Draw Funding Date and (B) the Delayed Draw Expiration Date and (iii) the
Revolving Commitments shall terminate on the Revolving Maturity Date.  (b)  The Borrower may at any time
terminate, or from time to time reduce, the Commitments of any Class; provided
that (i) each reduction of the Commitments of any Class shall be in
an amount that is an integral multiple of $5,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent prepayment of
the Revolving Loans in accordance with Section 2.11, the aggregate amount
of the Lenders Revolving Exposures would exceed the total amount of the
Lenders Revolving Commitments.  (c)  The Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. 
Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. 
Each notice delivered by the Borrower pursuant to this Section shall
be irrevocable; provided that a notice of termination of the Revolving
Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice
may be revoked by the Borrower (by notice to the Administrative Agent, which
shall promptly notify the Lenders, on or prior to the specified effective date)
if such condition is not satisfied.  Any
termination or reduction of the Commitments of any Class shall be
permanent.  Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in
accordance with their respective Commitments of such Class.  SECTION 2.09.  Repayment of Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionally
promises to pay (i) to the Administrative Agent for the  38


account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the Revolving Maturity Date; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans that were
outstanding on the date such Borrowing was requested.  (b)  Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.  (c)  The Administrative Agent shall
maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Class and Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lenders share thereof.  (d)  The entries made in the accounts
maintained pursuant to paragraph (b) or (c) of this Section shall
be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.  (e)  Any Lender may request that Loans
of any Class made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).  SECTION 2.10.  Amortization of Term Loans.  (a)  Subject to adjustment pursuant to
paragraph (c) of this Section, the Borrower shall repay Term
Borrowings on each date set forth below in the aggregate principal amount equal
to the product of (i) the percentage set forth below opposite such date
and (ii) the sum of (A) the aggregate principal amount of the Initial
Term Loans made on the Effective Date and (B) if the Delayed Draw Funding
Date shall occur, the aggregate principal amount of Delayed Draw Term Loans
made on the Delayed Draw Funding Date:  39


Date
  
  AmountSeptember 29, 2006
  
  0.25
  %December 29, 2006
  
  0.25
  %March 30, 2007
  
  0.25
  %June 29, 2007
  
  0.25
  %September 28, 2007
  
  0.25
  %December 28, 2007
  
  0.25
  %March 28, 2008
  
  0.25
  %June 27, 2008
  
  0.25
  %September 26, 2008
  
  0.25
  %December 26, 2008
  
  0.25
  %March 27, 2009
  
  0.25
  %June 26, 2009
  
  0.25
  %September 25, 2009
  
  0.25
  %December 25, 2009
  
  0.25
  %March 26, 2010
  
  0.25
  %June 25, 2010
  
  0.25
  %September 24, 2010
  
  0.25
  %December 31, 2010
  
  0.25
  %March 25, 2011
  
  0.25
  %June 24, 2011
  
  0.25
  %September 30, 2011
  
  0.25
  %December 30, 2011
  
  0.25
  %March 30, 2012
  
  0.25
  %June 29, 2012
  
  0.25
  %September 28, 2012
  
  0.25
  %December 28, 2012
  
  0.25
  %March 29, 2013
  
  0.25
  %June 23, 2013
  
  93.25
  %  (b)  To the extent not previously paid,
all Term Loans shall be due and payable on the Term Loan Maturity Date.  (c)  Any prepayment of a Term Borrowing
or an Incremental Extension of Credit that is a Term Loan shall be (i) in
the case of prepayments made pursuant to  40


Section 2.11(a), allocated between the Term Borrowings and the
Incremental Extensions of Credit that are Term Loans as directed by the
Borrower and applied to reduce the remaining subsequent scheduled repayments of
the Term Borrowings or Incremental Extensions of Credit that are Term Loans, as
applicable, pursuant to this Section in direct order of maturity and (ii) in
the case of prepayments made pursuant to Section 2.11(c), Section 2.11(d) or
Section 6.01(a)(viii), allocated between the Term Borrowings and
Incremental Extensions of Credit that are Term Loans ratably and applied (x) in
the case of Term Borrowings, to reduce the subsequent scheduled repayments of
the Term Borrowings to be made pursuant to this Section within such Class ratably
and (y) in the case of Incremental Extensions of Credit, as agreed in the
applicable Incremental Facility Amendment implementing such Incremental
Extension of Credit.  (d)  Prior to any repayment of any Term
Borrowings or Incremental Extensions of Credit that are Term Loans hereunder,
the Borrower shall select the Borrowing or Borrowings to be repaid and shall
notify the Administrative Agent by telephone (confirmed by telecopy) of such
selection not later than 11:00 a.m., New York City time, (i) three
Business Days before the scheduled date of such repayment in the case of
Eurodollar Borrowings or (ii) one Business Day before the scheduled date
of repayment in the case of ABR Borrowings. 
Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. 
Repayments of Term Borrowings shall be accompanied by accrued interest
on the amount repaid.  SECTION 2.11.  Prepayment of Loans.  (a)  The Borrower shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
subject to the requirements of this Section.  (b)  In the event and on such occasion
that the aggregate amount of the Lenders Revolving Exposures exceeds the total
amount of the Lenders Revolving Commitments, the Borrower shall prepay
Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative
Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such
excess.  (c)  In the event and on each occasion
that any Net Proceeds are received by or on behalf of the Borrower or any
Subsidiary in respect of any Prepayment Event, the Borrower shall, within three
Business Days after such Net Proceeds are received, prepay Term Borrowings and
Incremental Extensions of Credit that are Term Loans in an aggregate amount
equal to 100% of such Net Proceeds; provided that, in the case of any
event described in clauses (a) or (b) of the definition of the term Prepayment
Event, if the Borrower shall deliver to the Administrative Agent a certificate
of a Financial Officer to the effect that the Borrower and the Subsidiaries
intend to apply the Net Proceeds from such event (or a portion thereof
specified in such certificate), within 360 days after receipt of such Net
Proceeds, to acquire real property, equipment or other tangible assets to be
used in the business of the Borrower and the Subsidiaries, and certifying that
no Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Proceeds in respect of such
event (or the portion of such Net Proceeds specified in such certificate, if
applicable) except to the extent of any  41


such Net Proceeds therefrom that have not been so applied or committed
to be applied pursuant to a bona fide contract by the end of such 360-day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied.  (d)  Commencing with the fiscal year
ending December 28, 2007, the Borrower shall prepay Term Borrowings and
Incremental Extensions of Credit that are Term Loans in an aggregate amount
equal to (i) the excess of (A) 50% of Excess Cash Flow over (B) prepayments
of Term Loans and Incremental Extensions of Credit under Section 2.11(a) during
such fiscal year, for any fiscal year for which the Net Leverage Ratio at the
end of such fiscal year is greater than or equal to 4.00 to 1.00, (ii) the
excess of (A) 25% of Excess Cash Flow over (B) prepayments of Term
Loans and Incremental Extensions of Credit under Section 2.11(a) during
such fiscal year, for any fiscal year for which the Net Leverage Ratio at the
end of such fiscal year is greater than or equal to 3.25 to 1.00 and less than
4.00 to 1.00 and (iii) 0% of Excess Cash Flow for any fiscal year for
which the Net Leverage Ratio at the end of such fiscal year is less than 3.25
to 1.00.  Each prepayment pursuant to
this paragraph shall be made on or before the date on which financial
statements are delivered pursuant to Section 5.01 with respect to the
fiscal year for which Excess Cash Flow is being calculated (and in any event
within 90 days after the end of such fiscal year).  (e)  Prior to any optional or mandatory
prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or
Borrowings to be prepaid and shall specify such selection in the notice of such
prepayment pursuant to paragraph (f) of this Section.  (f)  The Borrower shall notify the
Administrative  Agent (and, in the case
of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment or (iii) in
the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York
City time, on the date of prepayment. 
Each such notice shall be irrevocable and shall specify the prepayment
date, the principal amount of each Borrowing or portion thereof to be prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation
of the amount of such prepayment; provided that, if a notice of optional
prepayment is given in connection with a conditional notice of termination of
the Revolving Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08. 
Promptly following receipt of any such notice (other than a notice
relating solely to Swingline Loans), the Administrative Agent shall advise the
Lenders of the contents thereof.  Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of
a mandatory prepayment.  Each prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing; provided that prepayments of Revolving  42


Borrowings shall be deemed to be applied first, to Revolving Borrowings
used for purposes other than to finance Permitted Acquisitions and second, to
Revolving Borrowings used to finance Permitted Acquisitions.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.  (g)  All voluntary prepayments of the
Term Loans effected on or prior to the first anniversary of the Effective Date
with the proceeds of a substantially concurrent issuance or incurrence of new
term loans under this Agreement, as amended, amended and restated,
supplemented, waived or otherwise modified from time to time (excluding a
refinancing of all the facilities outstanding under this Agreement in
connection with another transaction not permitted by this Agreement (as
determined prior to giving effect to any amendment or waiver of this Agreement
being adopted in connection with such transaction)), shall be accompanied by a
prepayment fee equal to 1.00% of the aggregate amount of such prepayments if
the Applicable Rate (or similar interest rate spread) applicable to such new
term loans is or, upon the satisfaction of certain conditions, could be less
than the Applicable Rate applicable to the Term Loans on the Effective Date.  SECTION 2.12.  Fees. 
(a)  The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Lender a commitment fee, which shall accrue at the
Applicable Rate on the average daily unused amount of each Revolving Commitment
of such Lender during the period from and including the Effective Date to but
excluding the date on which the Revolving Commitments terminate.  Accrued commitment fees shall be payable in
arrears on the last Business Day of each March, June, September and December and
on the date on which such Commitments terminate, commencing on the first such
date to occur after the date hereof.  All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).  For purposes of
computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).  (b)  The Borrower agrees to pay (i) to
the Administrative Agent for the account of each Revolving Lender a
participation fee with respect to its participations in Letters of Credit,
which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Eurodollar Revolving Loans on the average daily amount of
such Lenders LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lenders
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee,
which shall accrue at the rate or rates per annum separately agreed upon
between the Borrower and such Issuing Bank on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as the applicable
Issuing Banks standard fees with respect to the issuance, amendment, renewal
or  43


extension of any Letter of Credit or processing of drawings
thereunder.  Participation fees and
fronting fees shall be payable on the last Business Day of each March, June, September and
December, commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving Commitments
terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand.  Any other fees payable to any Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand.  All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).  (c)  The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.  (d)  All fees payable hereunder shall be
paid on the dates due, in immediately available funds, to the Administrative
Agent (or to the applicable Issuing Bank, in the case of fees payable to it)
for distribution, in the case of commitment fees and participation fees, to the
Lenders entitled thereto.  Fees paid
shall not be refundable under any circumstances.  SECTION 2.13.  Interest.  (a)  The Loans comprising each
ABR Borrowing (including each Swingline Loan) shall bear interest at the
Alternate Base Rate plus the Applicable Rate.  (b)  The Loans comprising each
Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate.  (c)  Notwithstanding the foregoing, if
any principal of or interest on any Loan or any fee or other amount payable by
the Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of
overdue principal of any Loan, 2% plus the rate otherwise applicable to such
Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Revolving
Loans as provided in paragraph (a) of this Section.  (d)  Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and, in the
case of Revolving Loans, upon termination of the Revolving Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of
the Revolving Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Loan prior to
the  44


end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.  (e)  All interest hereunder shall be
computed on the basis of a year of 360 days, except that interest computed by
reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).  The applicable Alternate Base Rate
or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.  SECTION 2.14.  Alternate Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:  (a) the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such
Interest Period; or  (b) the Administrative Agent is advised by the
Required Lenders that the Adjusted LIBO Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans included in such Borrowing for such Interest Period;  then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist (which notice the Administrative Agent agrees to give promptly
after such circumstances cease to exist), (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be
made as an ABR Borrowing.  SECTION 2.15.  Increased Costs.  (a)  If any Change in Law shall:  (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement to the extent reflected in the
Adjusted LIBO Rate) or any Issuing Bank; or  (ii) impose
on any Lender or any Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;  and the result of any of the foregoing shall
be to increase the cost to such Lender of making or maintaining any Eurodollar
Loan (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender or any Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received  45


or receivable by such Lender or Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.  (b)  If any Lender or any Issuing Bank
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lenders or Issuing Banks
capital or on the capital of such Lenders or Issuing Banks holding company,
if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such Issuing Bank, to a level below that which such Lender or
Issuing Bank or such Lenders or Issuing Banks holding company could have
achieved but for such Change in Law (taking into consideration such Lenders or
Issuing Banks policies and the policies of such Lenders or Issuing Banks
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or Issuing Bank or
such Lenders or Issuing Banks holding company for any such reduction
suffered.  (c)  A certificate of a Lender or
Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or Issuing Bank or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or Issuing
Bank, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.  (d)  Failure or delay on the part of any
Lender or an Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of such Lenders or Issuing Banks right to demand such
compensation; provided that the Borrower shall not be required to
compensate a Lender or Issuing Bank pursuant to this Section for any
increased costs or reductions incurred more than 180 days prior to the date
that such Lender or Issuing Bank, as the case may be, notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such
Lenders or Issuing Banks intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.  SECTION 2.16.  Break Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan or Term Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(f) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19,
then,  46


in any such event, the Borrower shall compensate each Lender for the
loss (other than loss of margin or anticipated profit), cost and expense
attributable to such event.  In the case
of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed
to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period,
for dollar deposits of a comparable amount and period from other banks in the
eurodollar market.  A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.  SECTION 2.17.  Taxes. 
(a)  Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent, a Lender or an Issuing Bank (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.  (b)  In addition, the Borrower shall pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.  (c)  The Borrower shall indemnify the
Administrative Agent, each Lender and each Issuing Bank, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as
the case may be, on or with respect to any payment by or on account of any
obligation of the Borrower hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or an Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or an
Issuing Bank, shall be conclusive absent manifest error.  47


(d)  As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.  (e)  Each Foreign Lender shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate, pursuant to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement.  (f)  If the Administrative Agent or a
Lender determines, in its sole good faith discretion, that it has received a
refund of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall upon such
determination pay over such refund to the Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. 
This Section shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other
Person.  SECTION 2.18.  Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.  (a)  The
Borrower shall make each payment required to be made by it hereunder or under
any other Loan Document (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or
2.17, or otherwise) prior to the time expressly required hereunder or under
such other Loan Document for such payment (or, if no such time is expressly
required, prior to 12:00 noon, New York City time), on the date when due, in
immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue,
New York, New York, except payments to be made directly to an Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17  48


and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons
specified therein.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt
thereof.  If any payment under any Loan
Document shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension.  All payments under each
Loan Document shall be made in dollars.  (b)  If at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.  (c)  If any Lender shall, by exercising
any right of set-off or counterclaim or by taking a credit against the purchase
price payable in respect of Collateral pursuant to Section 5.01 of the
Collateral Agreement or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans, Term Loans or participations in
LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Revolving Loans, Term
Loans and participations in LC Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans, Term Loans and participations in
LC Disbursements and Swingline Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in
LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply).  The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.  49


(d)  Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or
any Issuing Bank hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the applicable Issuing Bank, as the case may be,
the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or each
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.  (e)  If any Lender shall fail to make
any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or
(e), 2.06(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lenders obligations under such Sections until all such
unsatisfied obligations are fully paid.  SECTION 2.19.  Mitigation Obligations; Replacement of
Lenders.  (a)  If any Lender
requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
the case may be, in the future and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender.  The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.  (b)  If any Lender requests compensation
under Section 2.15, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (i) the Borrower shall have received
the prior written consent of the Administrative Agent (and if a Revolving
Commitment is being assigned, each Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall
have received  50


payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment
will result in a material reduction in such compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.  SECTION 2.20.  Incremental Extensions of Credit.  Subject to the terms and conditions set forth
herein, the Borrower may at any time and from time to time, by notice to the
Administrative Agent (whereupon the Administrative Agent shall promptly deliver
a copy of such notice to each of the Lenders), (a) at any time prior to
the Term Loan Maturity Date, request to add additional term loans (the Incremental
Term Loans) in minimum principal amounts of $25,000,000 and (b) at
any time prior to the Revolving Maturity Date, request to add additional
revolving commitments (the Incremental Revolving Commitments and,
together with the Incremental Term Loans, the Incremental Extensions of
Credit) in minimum principal amounts of $25,000,000; provided that
immediately prior to and after giving effect to any Incremental Facility
Amendment (as defined below), (a) no Default has occurred or is continuing
or shall result therefrom and (b) on a Pro Forma Basis, as of the last day
of the most recently ended fiscal quarter of the Borrower for which financial
statements are available, (i) the Borrower shall be in compliance with the
covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior
Secured Leverage Ratio shall be less than 2.50 to 1.00.  The Incremental Extensions of Credit (a) shall
(i) in the case of Incremental Term Loans, be in an aggregate principal
amount not exceeding $100,000,000 and (ii) in the case of Incremental
Revolving Commitments, be in an aggregate principal amount not exceeding
$50,000,000, (b) shall rank pari  passu in right of payment
and right of security in respect of the Collateral with the Term Loans or the
Revolving Loans, as the case may be, and (c) other than amortization,
pricing and maturity date, shall have the same terms as the Term Loans or
Revolving Commitments, as applicable, as in effect immediately prior to the
effectiveness of the applicable Incremental Facility Amendment (the Existing
Extensions of Credit); provided that (i) if the Applicable
Rate (which, for such purposes only, shall be deemed to include all upfront or
similar fees or original issue discount payable to all Lenders providing such
Incremental Extensions of Credit) relating to any Incremental Extension of
Credit exceeds the Applicable Rate relating to the analogous Existing
Extensions of Credit by more than 0.25%, the Applicable Rate relating to the
analogous Existing Extensions of Credit shall be adjusted to be equal to the
Applicable Rate (which, for such purposes only, shall be deemed to include all
upfront or similar fees or original issue discount payable to all Lenders
providing such Incremental Extensions of Credit) relating to the applicable
Incremental Extensions of Credit minus 0.25%, (ii) the Incremental
Extensions of Credit in the form of Incremental Term Loans shall not have a
final maturity date earlier than the Term Loan Maturity Date and Incremental
Extensions of Credit in the form of Incremental Revolving Commitments shall not
have a final maturity date earlier than the Revolving Maturity Date and (iii) the  51


Incremental Extensions of Credit in the form of Incremental Term Loans
shall not have a weighted average life that is shorter than that of the
then-remaining weighted average life of the Existing Extensions of Credit that
are Term Loans.  No Lender shall be
obligated to provide any Incremental Extension of Credit unless it so
agrees.  Any additional bank, financial
institution, Lender or other Person that elects to extend Incremental
Extensions of Credit shall be reasonably satisfactory to the Borrower and the
Administrative Agent (any such bank, financial institution, Lender or other
Person being called an Additional Lender) and shall become a Lender
under this Agreement, pursuant to an amendment (an Incremental Facility
Amendment) to this Agreement, giving effect to the modifications permitted
or required by this Section 2.20, and, as appropriate, the other Loan
Documents, executed by the Borrower, each existing Lender agreeing to provide a
commitment in respect of the Incremental Extensions of Credit, if any, each
Additional Lender, if any, and the Administrative Agent.  Commitments in respect of Incremental
Extensions of Credit shall be Commitments under this Agreement.  An Incremental Facility Amendment may,
without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in
the opinion of the Administrative Agent, to effect the provisions of this Section 2.20
(including voting provisions applicable to the Additional Lenders comparable to
the provisions of clause (B) of the second proviso of Section 9.02).  The effectiveness of any Incremental Facility
Amendment shall be subject to the satisfaction on the date thereof (each, an Incremental
Facility Closing Date) of each of the conditions set forth in Section 4.03
(it being understood that all references to the date of such Borrowing in
such Section 4.03 shall be deemed to refer to the Incremental Facility
Closing Date).  The proceeds of the
Incremental Extensions of Credit shall be used to make Permitted Acquisitions,
to repay outstanding Revolving Loans or for general corporate purposes.  ARTICLE
III  Representations and
Warranties  Each of Holdings and the Borrower represents
and warrants to the Lenders that:  SECTION 3.01.  Organization; Powers.  Each of Holdings, the Borrower and the
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to own or lease its properties and to carry on its business as
currently conducted and, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.  SECTION 3.02.  Authorization; Enforceability.  The Transactions to be entered into by each
Loan Party are within such Loan Partys powers and have been duly authorized by
all necessary corporate or company and, if required, stockholder or  52


member action.  This Agreement
has been duly executed and delivered by Holdings and the Borrower and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a
legal, valid and binding obligation of the Borrower or such Loan Party (as the
case may be), enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.  SECTION 3.03.  Governmental Approvals; No Conflicts.  The Transactions (a) do not require any
material consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect and except filings necessary to perfect
Liens created under the Loan Documents, (b) will not violate any material
applicable law or regulation or the charter, by-laws or other organizational
documents of Holdings, the Borrower or any Subsidiary or any material order of
any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon Holdings, the
Borrower or any Subsidiary or its assets, or give rise to a right thereunder to
require any payment to be made to Holdings, the Borrower or any of the Subsidiaries,
and (d) will not result in the creation or imposition of any Lien on any
asset of Holdings, the Borrower or any of the Subsidiaries, except Liens
created under the Loan Documents.  SECTION 3.04.  Financial Condition; No Material Adverse
Change.  (a)  The Borrower has
heretofore furnished to the Lenders (i) its consolidated balance
sheets   as of December 31, 2004 and
December 30, 2005, (ii) its consolidated statements of income,
stockholders equity and cash flows for the fiscal years ended December 26,
2003, December 31, 2004 and December 30, 2005, in the case of clauses
(i) and (ii), reported on by Deloitte & Touche LLP, independent
public accountants, and (iii) its consolidated balance sheet and
consolidated statements of income, stockholders equity and cash flows as of
and for the fiscal quarter and three-month period ended March 31, 2006
(and the comparable period for the prior fiscal year), as reviewed by Deloitte &
Touche LLP, independent public accountants, in accordance with Statement on
Auditing Standards No. 100 and certified by the chief financial officer of
the Borrower.  Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and the Subsidiaries, on a
consolidated basis, as of such dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the
case of the statements referred to in clause (iii) above.  (b)  The Borrower has heretofore
furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2006,
prepared giving effect to the Transactions as if the Transactions had occurred
on such date.  Such pro forma
consolidated balance sheet (i) has been prepared in good faith based on
the same assumptions used to prepare the pro forma financial statements
included in the Information Memorandum (which assumptions are believed by the
Borrower to be reasonable), (ii) is based on the best information
available to the Borrower after due  53


inquiry, (iii) accurately reflects all adjustments necessary to
give effect to the Transactions and (iv) presents fairly, in all material
respects, the pro forma financial position of the Borrower and the
Subsidiaries, on a consolidated basis, as of March 31, 2006, as if the
Transactions had occurred on such date.  (c)  Except as disclosed in the
financial statements referred to above or the notes thereto or in the
Information Memorandum and except for the Disclosed Matters, after giving
effect to the Transactions, none of Holdings, the Borrower or the Subsidiaries
has, as of the Effective Date and the Delayed Draw Funding Date, any material
contingent liabilities, unusual long-term commitments or unrealized losses.  (d)  Since December 30, 2005, there
has been no material adverse change in the condition (financial or otherwise),
assets, operations or business of Holdings, the Borrower and the Subsidiaries,
taken as a whole.  SECTION 3.05.  Properties.  (a)  Each of Holdings, the Borrower and
the Subsidiaries has good title to, or valid leasehold interests in, all the
real and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.  (b)  Each of Holdings, the Borrower and
the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights,
patents and other intellectual property material to its business, and, to the
knowledge of Holdings or the Borrower, the use thereof by Holdings, the
Borrower and the Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  (c)  Schedule 3.05 sets forth the
address of each real property that is owned or leased by Holdings, the Borrower
or any of the Subsidiaries as of the Effective Date after giving effect to the
Transactions.  (d)  As of the Effective Date, none of
Holdings, the Borrower or any of the Subsidiaries has received notice of, or
has knowledge of, any pending or contemplated condemnation proceeding affecting
any Mortgaged Property or any Specified Property or any sale or disposition
thereof in lieu of condemnation.  Neither
any Mortgaged Property or any Specified Property nor any interest therein is
subject to any right of first refusal, option or other contractual right to
purchase such Mortgaged Property or Specified Property or interest therein.  SECTION 3.06.  Litigation and Environmental Matters.  (a)  There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of Holdings or the Borrower, threatened against or
affecting Holdings, the Borrower or any Subsidiary (i) as to which there
is a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse  54


Effect (other than the Disclosed Matters) or (ii) that involve any
of the Loan Documents or the Transactions.  (b)  Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of Holdings, the Borrower or any Subsidiary (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice
of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.  SECTION 3.07.  Compliance with Laws and Agreements.  Each of Holdings, the Borrower and the
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  No Default has occurred and is continuing.  SECTION 3.08.  Investment and Holding Company Status.  None of Holdings, the Borrower or any of the
Subsidiaries is (a) an investment company as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a holding
company as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.  SECTION 3.09.  Taxes. 
Each of Holdings, the Borrower and the Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed and
has paid or caused to be paid all Taxes required to have been paid by it,
except (a) any Taxes that are being contested in good faith by appropriate
proceedings and for which Holdings, the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves to the extent required
by GAAP or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.  SECTION 3.10.  ERISA. 
No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is
reasonably expected to result, could reasonably be expected to result in an
unsatisfied liability of Holdings, the Borrower and the Subsidiaries in an
aggregate amount exceeding $5,000,000 for all periods.  The present value of all accumulated benefit
obligations under all Plans (based on the assumptions used by such Plan for
purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount greater
than $5,000,000.  The minimum funding
standards of ERISA and the Code with respect to each Plan have been satisfied.  SECTION 3.11.  Disclosure.  The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which Holdings,
the  55


Borrower or any of the Subsidiaries is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.  Neither the Information Memorandum nor any of
the other reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, Holdings and the
Borrower represent only that such information was prepared in good faith based
upon assumptions believed by it to be reasonable at the time.  SECTION 3.12.  Subsidiaries.  Holdings does not have any subsidiaries other
than the Borrower and the Subsidiaries. 
Schedule 3.12 sets forth the name of, and the ownership interest of
the Borrower in, each Subsidiary and identifies each Subsidiary that is a
Subsidiary Loan Party, in each case as of the Effective Date.  SECTION 3.13.  Insurance.  Schedule 3.13 sets forth a description of all
insurance maintained by or on behalf of Holdings, the Borrower and the
Subsidiaries as of the Effective Date. 
As of the Effective Date and the Delayed Draw Funding Date, all premiums
in respect of such insurance have been paid. 
The Borrower believes that the insurance maintained by or on behalf of
Holdings, the Borrower and the Subsidiaries is adequate.  SECTION 3.14.  Labor Matters.  As of the Effective Date and the Delayed Draw
Funding Date, there are no strikes, lockouts or slowdowns against Holdings, the
Borrower or any Subsidiary pending or, to the knowledge of the Borrower,
threatened.  The hours worked by and
payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters.  All payments due from Holdings, the Borrower
or any Subsidiary, or for which any claim may be made against Holdings, the
Borrower or any Subsidiary, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the
books of Holdings, the Borrower or such Subsidiary.  The consummation of the Transactions will not
give rise to any right of termination or right of renegotiation on the part of
any union under any collective bargaining agreement to which Holdings, the
Borrower or any Subsidiary is bound.  SECTION 3.15.  Solvency.  Immediately after (1) the consummation
of the Transactions to occur on the Effective Date and immediately following
the making of each Loan made on the Effective Date and after giving effect to
the application of the proceeds of such Loans and (2) the consummation of
the Transactions to occur on the Delayed Draw Funding Date and immediately
following the making of each Loan made on the Delayed Draw Funding Date and
after giving effect to the application of the proceeds of such Loans, in the
case of each of clauses (1) and (2) above, (a) the fair value of
the assets of each Loan Party, at a fair valuation, will exceed its debts and
liabilities,  56


subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of each Loan Party will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) each Loan Party will be
able to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (d) each
Loan Party will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is currently conducted and is
proposed to be conducted following the Effective Date or the Delayed Draw
Funding Date, as applicable.  SECTION 3.16.  Senior Indebtedness; Designated Senior
Indebtedness.  The Obligations
constitute Senior Indebtedness and Designated Senior Indebtedness under and
as defined in the Senior Subordinated Debt Documents and the Subordinated
Promissory Note (and to the extent any Additional Senior Subordinated Notes are
issued, the documents governing the Additional Senior Subordinated Notes).  ARTICLE
IV  Conditions  SECTION 4.01.  Effective Date.  The obligations of the Lenders to make Loans
and of an Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):  (a)  The Administrative Agent (or its
counsel) shall have received from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement.  (b)  The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of each of (i) Paul, Weiss,
Rifkind, Wharton & Garrison LLP, counsel for the Borrower,
substantially in the form of Exhibit D-1, and (ii) Dechert LLP,
substantially in the form of Exhibit D-2. 
The Borrower hereby requests such counsel to deliver such opinions.  (c)  The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and good
standing of each Loan Party, the authorization of the Transactions and any
other legal matters relating to the Loan Parties, the Loan Documents or the
Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.  57


(d)  The Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in paragraphs (a) and (b) of Section 4.03.  (e)  The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel) required to be reimbursed or paid by any Loan Party
hereunder or under any other Loan Document.  (f)  The Collateral and Guarantee
Requirement shall have been satisfied, and the Administrative Agent shall have
received a completed Perfection Certificate dated the Effective Date and signed
by an executive officer or Financial Officer of the Borrower, together with all
attachments contemplated thereby, including the results of a search of the
Uniform Commercial Code (or equivalent) filings made with respect to the Loan
Parties in the jurisdictions contemplated by the Perfection Certificate and
copies of the financing statements (or similar documents) disclosed by such
search and evidence reasonably satisfactory to the Administrative Agent that
the Liens indicated by such financing statements (or similar documents) are
permitted by Section 6.02 or have been released.  (g)  The Administrative Agent shall have
received evidence that the insurance required by Section 5.07 and the
Security Documents is in effect.  (h)  The Borrower shall have received
gross cash proceeds of not less than $175,000,000 from the issuance of the
Senior Subordinated Notes.  The
Administrative Agent shall have received copies of the Senior Subordinated Debt
Documents, certified by a Financial Officer as complete and correct.  (i)  The Lenders shall have received a
pro forma consolidated capitalization table of the Borrower as of March 31,
2006 reflecting all pro forma adjustments as if the Transactions had been
consummated on such date, and such pro forma consolidated capitalization table
shall be consistent in all material respects with the forecasts and other
information previously provided to the Lenders. 
After giving effect to the Transactions, neither the Borrower nor any of
the Subsidiaries shall have outstanding any shares of preferred stock or any
Indebtedness, other than (i) Indebtedness incurred under the Loan
Documents, (ii) the Existing Senior Subordinated Notes, (iii) Existing
Preferred Stock, (iv) the Senior Subordinated Notes and (v) Indebtedness
permitted pursuant to Section 6.01(a)(iv), (v), (vi) or (vii).  (j)  The Existing Credit Agreement shall
have been terminated (except with respect to those provisions which survive such
termination pursuant to the terms of the Existing Credit Agreement), and all
loans, interest and other amounts accrued or owing thereunder shall have been
repaid in full and all liens granted in respect thereof shall have been
released and the terms and conditions of any such release shall be reasonably
satisfactory to the Administrative Agent. 
The Administrative Agent shall  58


have received a payoff and release letter in form and substance
reasonably satisfactory to the Administrative Agent from Credit Suisse.  (k)  The Borrower shall have consummated
the Debt Tender Offer.  The Administrative Agent shall notify the
Borrower and the Lenders of the Effective Date, and such notice shall be
conclusive and binding.  Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of an Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 5:00 p.m., New York City time, on June 23, 2006 (and,
in the event such conditions are not so satisfied or waived, the Commitments
shall terminate at such time).  SECTION 4.02.  Delayed Draw Funding Date.  The obligations of the Lenders to make the
Delayed Draw Term Loans pursuant to Section 2.01(a)(ii) shall not
become effective until (x) the Effective Date has occurred and (y) the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02):  (a)  The AmSan Acquisition shall have
been consummated in accordance with applicable law and the Securities Purchase
Agreement in all material respects substantially simultaneously with the making
of the Delayed Draw Term Loans.  No
material provision of the Securities Purchase Agreement shall have been waived,
amended, supplemented or otherwise modified in any respect materially adverse
to the Lenders without the consent of the Administrative Agent.  (b)  The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Delayed Draw Funding Date) of each of (i) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Borrower, and (ii) Dechert
LLP, and, in the case of each such opinion required by this paragraph, covering
such matters relating to the Loan Parties, the Loan Documents or the
Transactions as the Administrative Agent shall reasonably request.  The Borrower hereby requests such counsel to
deliver such opinions.  (c)  The Administrative Agent shall have
received a certificate, dated the Delayed Draw Effective Date and signed by the
President, a Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.03.  (d)  The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Delayed
Draw Funding Date, including, to the extent invoiced, reimbursement or payment
of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel) required to be reimbursed or paid by any Loan Party
hereunder or under any other Loan Document.  (e)  The requirements of Section 5.13
of this Agreement shall have been satisfied with respect to AmSan and its
subsidiaries.  59


The Administrative Agent shall notify the
Borrower and the Lenders of the Delayed Draw Funding Date, and such notice
shall be conclusive and binding. 
Notwithstanding the foregoing, the obligations of the Lenders to make
the Delayed Draw Term Loans shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 5:00 p.m., New York City time, on July 15, 2006 (and, in
the event such conditions are not so satisfied or waived, the Delayed Draw Term
Loan Commitments shall terminate at such time).  SECTION 4.03.  Each Credit Event.  The obligation of each Lender to make a Loan
on the occasion of any Borrowing, and of any Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to receipt of the request
therefor in accordance herewith and to the satisfaction of the following
conditions:  (a)  the representations and warranties
of each Loan Party set forth in the Loan Documents shall be true and correct in
all material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, except to
the extent such representations and warranties expressly relate to an earlier
or later date, as applicable; and  (b)  at the time of and immediately
after giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing;  provided, however,
that for purposes of determining the satisfaction of the conditions set forth
in this Section 4.03 in connection with the making of the Delayed Draw
Term Loans on the Delayed Draw Funding Date, (i) the reference in Section 3.04(d) of
this Agreement to a material adverse change shall be deemed to refer solely
to a Material Adverse Effect (as defined in the Securities Purchase
Agreement) and (ii) the accuracy of all representations and warranties set
forth in the Loan Documents (other than (A) representations and warranties
of AmSan relating to due organization, execution, delivery and enforceability
of the Loan Documents and (B) such other representations and warranties of
AmSan in the Securities Purchase Agreement as are relevant to the interests of
the Lenders, but, in the case of the immediately preceding clause (B), only to
the extent that a breach of such representations and warranties would result in
a failure of a condition to the consummation of the AmSan Acquisition) and the
absence of a Default shall be determined before giving effect to the AmSan
Acquisition.  Each Borrowing and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed
to constitute a representation and warranty by Holdings and the Borrower on the
date thereof as to the matters specified in paragraphs (a) and (b) of
this Section.  ARTICLE
V  Affirmative Covenants  Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full  60


and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been
reimbursed, each of Holdings and the Borrower covenants and agrees with the
Lenders that:  SECTION 5.01.  Financial Statements and Other
Information.  Holdings and the
Borrower will furnish to the Administrative Agent and each Lender through the
Administrative Agent:  (a) within 90 days (or such shorter period
as the SEC shall specify for the filing of annual reports on Form 10-K)
after the end of each fiscal year of the Borrower, a copy of its audited
consolidated balance sheet and related statements of operations, stockholders
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures as of the end of and for the previous
fiscal year, all reported on by Deloitte and Touche LLP or other
independent public accountants of recognized national standing (without a going
concern or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and the Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;  (b) within 45 days (or such shorter period
as the SEC shall specify for the filing of quarterly reports on Form 10-Q)
after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower, its consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of such fiscal year, setting forth
in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial condition and results of operations of
the Borrower and the Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes; provided that the foregoing shall not apply if the
Borrower is required to file periodic reports pursuant to the Securities
Exchange Act of 1934, as amended, and has filed a quarterly report on Form 10-Q
with the SEC, which report shall be furnished to the Administrative Agent
promptly following such filing;  (c) concurrently with any delivery of financial
statements under clause (a) or (b) above, a certificate of a
Financial Officer (i) certifying as to whether a Default has occurred and,
if a Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth
reasonably detailed calculations demonstrating whether there has been
compliance with Sections 6.12, 6.13 and 6.14 and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the Borrowers audited financial statements referred to in Section 3.04
and, if any  61


such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;  (d) concurrently with any delivery of financial
statements under clause (a) above, a certificate of the accounting firm
that reported on such financial statements stating whether they obtained knowledge
during the course of their examination of such financial statements of any
Default and, if such knowledge has been obtained, describing such Default
(which certificate may be limited to the extent required by accounting rules or
guidelines);  (e) within 120 days after the commencement
of each fiscal year of the Borrower commencing with the fiscal year ending December 28,
2007, a detailed consolidated budget for such fiscal year (including a
projected consolidated balance sheet and related statements of projected
operations and cash flows as of the end of and for such fiscal year and setting
forth the assumptions used for purposes of preparing such budget) and, promptly
when available, any significant revisions of such budget;  (f) promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or
with any national securities exchange, as the case may be; and  (g) promptly following any request therefor,
such other information regarding the operations, business affairs and financial
condition of the Borrower or any Subsidiary, or compliance with the terms of
any Loan Document, as the Administrative Agent or any Lender may reasonably
request.  SECTION 5.02.  Notices of Material Events.  Holdings and the Borrower will furnish to the
Administrative Agent and each Lender through the Administrative Agent prompt
written notice of the following:  (a) the occurrence of any Default;  (b) the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting Holdings, the Borrower or any Affiliate thereof that, if
adversely determined, could reasonably be expected to result in a Material
Adverse Effect;  (c) 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 an unsatisfied liability of Holdings, the
Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; and  (d) any other development that results in, or
could reasonably be expected to result in, a Material Adverse Effect.  62


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer
of the Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.  SECTION 5.03.  Information Regarding Collateral.  (a)  Holdings and the Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Partys name, (ii) in the jurisdiction of incorporation or
organization of any Loan Party, (iii) in any office in which any Loan
Party maintains books or records relating to Collateral owned by it, or (iv) in
any Loan Partys organizational identification number.  Holdings and the Borrower also agree to
promptly provide the Administrative Agent with certified organizational
documents reflecting any of the changes described in the preceding
sentence.  Holdings and the Borrower
agree not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent, for the
benefit of the Lenders, to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral.  The Borrower also agrees promptly to notify
the Administrative Agent if any material portion of the Collateral is damaged
or destroyed.  (b)  Each year, at the time of delivery
of annual financial statements with respect to the preceding fiscal year pursuant
to clause (a) of Section 5.01, the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer and the chief legal
officer of the Borrower (i) setting forth the information required
pursuant to the Perfection Certificate or confirming that there has been no
change in such information since the date of the Perfection Certificate
delivered on the Effective Date (as updated on the Delayed Draw Funding Date)
or the date of the most recent certificate delivered pursuant to this Section and
(ii) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent
necessary to protect and perfect the security interests under the Collateral
Agreement for a period of not less than 18 months after the date of such
certificate (except as noted therein with respect to any continuation
statements to be filed within such period). 
Each certificate delivered pursuant to this Section 5.03(b) shall
identify in the format of Schedule III to the Collateral Agreement all
Intellectual Property (as defined in the Collateral Agreement) in existence on
the date thereof and then not listed on such Schedule or previously so
identified.  SECTION 5.04.  Existence; Conduct of Business.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.  63


SECTION 5.05.  Payment of Obligations.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, pay its Material Indebtedness and other
material obligations, including Tax liabilities, on or before the time that the
same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings,
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto to the extent required by GAAP, (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.  SECTION 5.06.  Maintenance of Properties.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted.  SECTION 5.07.  Insurance.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies (a) insurance in such amounts (with no greater risk
retention) and against such risks as are customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the
same or similar locations and (b) all insurance required to be maintained
pursuant to the Security Documents.  The
Borrower will furnish to the Administrative Agent, promptly following its  request, information in reasonable detail as
to the insurance so maintained.  SECTION 5.08.  Casualty and Condemnation.  The Borrower (a) will furnish to the
Administrative Agent and each Lender, through the Administrative Agent, prompt
written notice of any casualty or other insured damage to any material portion
of the Collateral or the commencement of any action or proceeding for the
taking of any material portion of the Collateral or interest therein under
power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of
insurance proceeds, condemnation awards or otherwise) are collected and applied
in accordance with the applicable provisions of the Security Documents.  SECTION 5.09.  Books and Records; Inspection and Audit
Rights.  Each of Holdings and the
Borrower will, and will cause each of the Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice, to
visit and inspect its properties during normal business hours, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.  64


SECTION 5.10.  Compliance with Laws.  Each of Holdings and the Borrower will, and
will cause each of the Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, including Environmental Laws, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  SECTION 5.11.  Use of Proceeds and Letters of Credit.  The proceeds of the Term Loans, together with
cash on hand and the proceeds of the issuance of the Senior Subordinated Notes,
will be used only for the payment of (a) all outstanding indebtedness of
the Borrower and its Subsidiaries under the Existing Credit Agreement, (b) the
AmSan Acquisition Consideration, (c) the consideration payable in
connection with the Debt Tender Offer and (d) fees and expenses in
connection with the foregoing.  The
proceeds of the Revolving Loans will be used only for general corporate
purposes in the ordinary course of the Borrowers business, including Permitted
Acquisitions; provided that no more than $70,000,000 (plus the amount of
any Incremental Revolving Commitments) of Revolving Loans may be used to effect
Permitted Acquisitions as provided in Section 6.04(a). The proceeds of the
Swingline Loans will be used only for general corporate purposes in the
ordinary course of the Borrowers business. 
No part of the proceeds of any Loan and no Letter of Credit will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U and
X.  Letters of Credit will be issued only
for general corporate purposes.  SECTION 5.12.  Additional Subsidiaries.  If any additional Subsidiary is formed or
acquired after the Effective Date, the Borrower will, within three Business
Days after such Subsidiary is formed or acquired, notify the Administrative
Agent and the Lenders (through the Administrative Agent) thereof and cause the
Collateral and Guarantee Requirement to be satisfied with respect to such
Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity
Interest in or Indebtedness of such Subsidiary owned by or on behalf of any
Loan Party (except for Equity Interests in any Foreign Subsidiary other than up
to 65% of the outstanding voting Equity Interests and 100% of the nonvoting
Equity Interests of a Foreign Subsidiary that is owned directly by a Loan
Party) and cause a completed supplement to the Perfection Certificate, dated as
of the date on which the Collateral and Guarantee Requirement is satisfied with
respect to such Subsidiary, containing all information with respect to such
Subsidiary as would be required in the Perfection Certificate with respect to a
Grantor (as defined therein), or otherwise in form and substance satisfactory
to the Administrative Agent, and signed by an executive officer or Financial
Officer of the Borrower, together with all attachments contemplated thereby, to
be delivered to the Administrative Agent.  SECTION 5.13.  Further Assurances.  (a)  Each of Holdings and the Borrower
will, and will cause each Subsidiary Loan Party to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents), which may be
required under any applicable law, or which the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain  65


satisfied, all at the expense of the Loan Parties.  The Borrower also agrees to provide to the
Administrative Agent, from time to time upon reasonable request, evidence
reasonably satisfactory to the Administrative Agent as to the perfection and
priority of the Liens created or intended to be created by the Security
Documents.  (b)  If any material assets (including
any owned real property or improvements thereon or any interest therein) are
acquired by the Borrower or any Subsidiary Loan Party after the Effective Date
(other than assets constituting Collateral under the Collateral Agreement that
become subject to the Lien of the Collateral Agreement upon acquisition
thereof), the Borrower will, within five Business Days after such material
asset is acquired, notify the Administrative Agent and the Lenders (through the
Administrative Agent) thereof, and, if requested by the Administrative Agent or
the Required Lenders, the Borrower will cause such assets to be subjected to a
Lien securing the Obligations and will take, and cause the Subsidiary Loan
Parties to take, such actions as shall be necessary or reasonably requested by
the Administrative Agent to grant and perfect such Liens, including actions
described in paragraph (a) of this Section, all at the expense of the Loan
Parties; provided that owned real property or improvements thereon
acquired by the Borrower or any Subsidiary Loan Party after the Effective Date
shall not be required to be subjected to a Lien securing the Obligations unless
the book value or market value of such real property and improvements is
greater than $5,000,000.  ARTICLE
VI  Negative Covenants  Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, each
of the Holdings and the Borrower covenants and agrees with the Lenders that:  SECTION 6.01.  Indebtedness; Certain Equity Securities.  (a)  Neither Holdings nor the Borrower
will, nor will they permit any Subsidiary to, create, incur, assume or permit
to exist any Indebtedness, except:  (i) Indebtedness
created under the Loan Documents;  (ii) in
the case of the Borrower, the Existing Senior Subordinated Notes in an
aggregate principal amount not to exceed (x) the aggregate principal
amount of the Existing Senior Subordinated Notes outstanding immediately
following consummation of the Debt Tender Offer less (y) the aggregate
principal amount of Existing Senior Subordinated Notes redeemed, repurchased or
retired pursuant to Section 6.08 (and extensions, renewals and replacements
of any such Existing Senior Subordinated Notes that do not increase the
outstanding principal amount thereof (plus accrued and unpaid interest thereon)
or result in an earlier maturity date or decreased weighted average life
thereof and that do not have terms less  66


favorable to the Lenders and
the Borrower than the Existing Senior Subordinated Notes);  (iii) in
the case of the Borrower, the Senior Subordinated Notes in an aggregate
principal amount not to exceed (x) $200,000,000 less (y) the
aggregate principal amount of Senior Subordinated Notes redeemed, repurchased
or retired pursuant to Section 6.08 (and extensions, renewals and
replacements of any such Senior Subordinated Notes that do not increase the
outstanding principal amount thereof (plus accrued and unpaid interest thereon)
or result in an earlier maturity date or decreased weighted average life
thereof and that do not have terms less favorable to the Lenders and the
Borrower than the Senior Subordinated Notes);  (iv) Indebtedness
existing on the Effective Date (other than the Existing Senior Subordinated
Notes and the Senior Subordinated Notes) and set forth in Schedule 6.01
and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof or result in an earlier
maturity date or decreased weighted average life thereof;  (v) Indebtedness
of the Borrower to Holdings or any Subsidiary and of any Subsidiary to
Holdings, the Borrower or any other Subsidiary; provided that (A) Indebtedness
of any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary
Loan Party shall be subject to Section 6.04 and (B) Indebtedness of
the Borrower to any Subsidiary and Indebtedness of any Subsidiary Loan Party to
any Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the
Obligations on terms reasonably satisfactory to the Administrative Agent;  (vi) Guarantees
by Holdings, the Borrower of Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided
that (A) the Indebtedness so guaranteed is permitted by this Section, (B) Guarantees
by Holdings, the Borrower or any Subsidiary Loan Party of Indebtedness of any
Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (C) the
Subordinated Debt shall not be guaranteed by any Subsidiary that is not a
Subsidiary Loan Party and any such Guarantee shall be subordinated to the
Obligations of the applicable Subsidiary on the same terms as the Subordinated
Debt is subordinated to its Obligations;  (vii) Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations (other than Capital Lease Obligations incurred pursuant to
clause (xi) of this Section 6.01(a)), and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased
weighted average life thereof; provided that (A) such Indebtedness
is incurred prior to or within 180 days after such acquisition or the
completion of such construction or improvement and (B) the aggregate
principal amount of  67


Indebtedness permitted by this
clause (vi) shall not exceed $20,000,000 at any time outstanding;  (viii) (A) Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided
that (1) such Indebtedness exists at the time such Person becomes a
Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Subsidiary and (2) the aggregate principal amount of
Indebtedness permitted by this clause (viii) shall not exceed $30,000,000
at any time outstanding and (B) any refinancings, renewals and
replacements of any such Indebtedness pursuant to the preceding clause (A) that
do not increase the outstanding principal amount thereof or result in an
earlier maturity date or decreased weighted average life thereof;  (ix) in
the case of the Borrower, (A) the Additional Senior Subordinated Notes; provided
that the proceeds of such Additional Senior Subordinated Notes shall be used (1) if
no Default has occurred and is continuing or would result therefrom, to finance
a Permitted Acquisition pursuant to Section 6.04(a), (2) to repay
Term Loans or (3) to repay Revolving Loans (but not to reduce Commitments)
and (B) extensions, renewals and replacements of any such Additional
Senior Subordinated Notes that do not increase the outstanding principal amount
thereof or result in an earlier maturity date or decreased weighted average
life thereof and that do not have terms less favorable to the Lenders and the
Borrower than the Additional Senior Subordinated Notes;  (x) [Intentionally
Omitted.]  (xi)
Indebtedness of the Borrower or any Subsidiary consisting of Capital Lease
Obligations incurred in connection with the sale and leaseback transactions
relating to the Specified Properties permitted by Section 6.06(b);  (xii)
the Subordinated Promissory Note and any pledge of the Equity Interests of
Buyers Access owned by Glenwood Acquisition LLC to secure the Subordinated
Promissory Note;  (xiii)
other unsecured Indebtedness in an aggregate principal amount not exceeding
$30,000,000 at any time outstanding; provided that the aggregate
principal amount of Indebtedness of Subsidiaries that are not Loan Parties
permitted by this clause (xiii) shall not exceed $10,000,000 at any time
outstanding; and  (xiv)
letters of credit or bank guarantees (other than Letters of Credit issued
pursuant to Section 2.05) having an aggregate face amount not in excess of
$10,000,000.  (b)  Neither Holdings nor the Borrower
will, nor will they permit any Subsidiary to, issue any preferred Equity
Interests other than Qualified Preferred Stock issued to the Permitted
Investors.  68


SECTION 6.02.  Liens. 
Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:  (a) Liens created under the Loan Documents;  (b) Permitted Encumbrances;  (c) any Lien on any property or asset of the
Borrower or any Subsidiary existing on the date hereof and set forth in
Schedule 6.02; provided that (i) such Lien shall not apply to
any other property or asset of the Borrower or any Subsidiary and (ii) such
Lien shall secure only those obligations which it secures on the date hereof
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof (plus accrued and unpaid interest
thereon);  (d) any Lien existing on any property or asset
prior to the acquisition thereof by the Borrower or any Subsidiary or existing
on any property or asset of any Person that becomes a Subsidiary after the date
hereof prior to the time such Person becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with
such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Borrower or any
Subsidiary and (iii) such Lien shall secure only those obligations which
it secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;  (e) Liens on fixed or capital assets acquired,
constructed or improved by the Borrower or any Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by clause (vi) of
Section 6.01(a), (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such
security interests shall not apply to any other property or assets of the
Borrower or any Subsidiary;  (f) Liens that are contractual rights of
set-off relating to deposit accounts in favor of banks and other depositary
institutions in the ordinary course of business;  (g) Liens of a collection bank arising in the
ordinary course of business under Section 4-210 of the Uniform Commercial
Code in effect in the relevant jurisdiction covering only the items being
collected upon;  69


(h) Liens disclosed on any title insurance
policy in respect of a Mortgaged Property reasonably approved by the
Administrative Agent or any Lien of any lessee reasonably approved by the
Administrative Agent;  (i) any Lien arising out of the pledge of the Equity
Interests owned by Glenwood Acquisition LLC in Buyers Access permitted by
clause (xi) of Section 6.01(a);  (j) any interest or title of a lessor under any
lease entered into by the Borrower and any Lien arising from precautionary
Uniform Commercial Code financing statements (or equivalent filings,
registrations or agreements in foreign jurisdictions) relating to and covering
only equipment leased in accordance with any Loan Document;  (k) Liens arising out of sale and leaseback
transactions relating to the Specified Properties permitted by Section 6.06(b);  (l) Liens securing obligations in respect of
trade-related letters of credit permitted under Section 6.01(xiii), which
Liens shall cover only the goods (or the documents of title in respect of such
goods) financed by such letters of credit and the proceeds and products
thereof; and  (m) Liens
on inventory to secure trade accounts payable owed to General Electric Company
and its affiliates in the ordinary course of business, provided that (a) such
accounts payable are not overdue and, in any event, are paid within 8 Business
Days after incurrence, (b) the aggregate amount of such accounts payable
that are secured by such Liens and outstanding at any one time shall not exceed
$10,000,000, (c) such Liens are created pursuant to arrangements in
existence on December 17, 2004, or entered into after such date on terms
no less favorable to the Borrower and the Subsidiaries than those in existence
on such date and (d) the inventory subject to such Liens was manufactured
by, or sold under a trade name or trademark used by, General Electric Company
or its affiliates.  Notwithstanding anything herein to the contrary, the Borrower shall not
permit to exist any Lien on any Specified Property prior to the date on which a
Mortgage is granted on such Specified Property.  SECTION 6.03.  Fundamental Changes.  (a)  Neither Holdings nor the Borrower
will, nor will they permit any Subsidiary to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with
it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) the Borrower may merge with and into Holdings, (ii) any
Person may merge into the Borrower in a transaction in which the surviving
entity is a Person organized or existing under the laws of the United States of
America, any State thereof or the District of Columbia and, if such surviving
entity is not the Borrower, such Person expressly assumes, in writing, all of
the obligations of the  70


Borrower under the Loan Documents, (iii) any Person may merge into
any Subsidiary in a transaction in which the surviving entity is a Subsidiary
and, if any party to such merger is a Subsidiary Loan Party, is a Subsidiary
Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party)
may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Subsidiary immediately prior to
such merger shall not be permitted unless also permitted by Section 6.04.  (b)  The Borrower will not, and Holdings
and the Borrower will not permit any of the Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by
the Borrower and the Subsidiaries on the Effective Date and businesses
reasonably related thereto.  (c)Glenwood Acquisition LLCwill not engage in any
business or activity other than the ownership of Equity Interests in Buyers
Access and activities incidental thereto. 
Glenwood Acquisition LLC will not own or acquire any assets (other than
Equity Interests in Buyers Access, cash and Permitted Investments) or incur any
liabilities (other than liabilities under the Loan Documents, liabilities in
respect of Guarantees permitted by Section 6.01, liabilities imposed by
law, including tax liabilities, and other liabilities incidental to its
existence and permitted business and activities).  (d)  Holdings will not engage in any
business or activity, or own or acquire any assets or incur any liabilities,
other than in connection with (i) the ownership of all the outstanding
Equity Interests in the Borrower, (ii) the maintenance of its corporate
existence as a public company, (iii) the consummation of the Transactions
(including the payment of customary fees and expenses in connection therewith),
(iv) the performance of its obligations under and in connection with the
Loan Documents, (v) the consummation of any offering of its Equity
Interests permitted under the terms of this Agreement (including the payment of
customary fees and expenses in connection therewith), (vi) the ordinary
course grant of common stock to employees and directors pursuant to the terms
of any employee benefit or stock option plan; provided that, in the
event of any merger of the Borrower and Holdings pursuant to clause (a) above,
Holdings may engage in the activities permitted under clause (b) above and
(vii) investments in its subsidiaries as permitted by Section 6.01
and Section 6.04.  SECTION 6.04.  Investments, Loans, Advances, Guarantees
and Acquisitions.  Neither Holdings
or the Borrower will, nor will they permit any of the Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any Equity
Interests in or evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person,
or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit,
except:  71


(a) Permitted Acquisitions and the AmSan
Acquisition; provided that the aggregate cash consideration paid or
required to be paid by the Borrower or a wholly owned Subsidiary in connection
with each Permitted Acquisition does not exceed the sum of (A) Retained
Excess Cash Flow for the fiscal year ended immediately prior to the date of
such Permitted Acquisition (to the extent not previously applied to repurchase
Subordinated Debt, to make Permitted Acquisitions or to make Capital
Expenditures), plus (B) cash generated in the ordinary course of the
business of the Borrower and the Subsidiaries, plus (C) the Net Proceeds
from any issuance of Equity Interests of Holdings (other than in connection
with the Initial Public Offering) during the period of four consecutive fiscal
quarters ended immediately prior to the date of such Permitted Acquisition (to
the extent not previously applied to repurchase Subordinated Debt, to make
Permitted Acquisitions, to make Capital Expenditures or to make investments
under Section 6.04(m)), plus (D) (i) borrowings under the
Revolving Facility in an amount equal to (x) $70,000,000 (plus the amount
of any Incremental Revolving Commitments), minus (y) the aggregate
principal amount of Revolving Loans outstanding immediately prior to the date
of such Permitted Acquisition the proceeds of which were applied previously to
finance Permitted Acquisitions, plus (E) the proceeds from any Incremental
Extensions of Credit (to the extent not previously applied to make Permitted
Acquisitions or to prepay Revolving Loans), plus (F) in the event that, on
a Pro Forma Basis as of the last day of most recently ended fiscal quarter of
the Borrower for which financial statements are available, the Net Leverage
Ratio is more than 0.25 below the maximum permitted Net Leverage Ratio as of
the end of such fiscal quarter, as set forth in Section 6.13, the Net
Proceeds of Additional Senior Subordinated Notes;  (b) Permitted Investments;  (c) investments existing on the date hereof and
set forth on Schedule 6.04;  (d) investments by Holdings, the Borrower and
the Subsidiaries in Equity Interests in their respective subsidiaries; provided
that (i) any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Collateral Agreement (subject to the limitations applicable to
Equity Interests of a Foreign Subsidiary or a Joint Venture referred to in the
definition of the term Collateral and Guarantee Requirement) and (ii) the
aggregate amount of investments by Loan Parties in, and loans and advances by
Loan Parties to, and Guarantees by Loan Parties of Indebtedness of,
Subsidiaries that are not Loan Parties (including all such investments, loans,
advances and Guarantees existing on the Effective Date) shall not exceed $20,000,000
at any time outstanding;  (e) loans or advances made by Holdings or the
Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any
other Subsidiary; provided that (i) any such loans and advances
made by a Loan Party shall be evidenced by a promissory note pledged pursuant
to the Collateral Agreement and (ii) the amount of such loans and advances
made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject
to the limitation set forth in clause (d)(ii) above;  72


(f) Guarantees constituting Indebtedness
permitted by Section 6.01; provided that (i) a Subsidiary
shall not Guarantee the Subordinated Debt unless (A) such Subsidiary also
has Guaranteed the Obligations pursuant to the Collateral Agreement and (B) such
Guarantee of the Subordinated Debt is subordinated to such Guarantee of the
Obligations on terms no less favorable to the Lenders than the subordination
provisions of the Subordinated Debt and (ii) the aggregate principal
amount of Indebtedness of Subsidiaries that are not Loan Parties that is
Guaranteed by any Loan Party shall be subject to the limitation set forth in
clause (d)(ii) above;  (g) investments received in connection with the
bankruptcy or reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the ordinary course of
business;  (h) receivables owing to the Borrower or a
Subsidiary if created or acquired in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms; provided that
such trade terms may include such concessionary trade terms as the Borrower or
any such Subsidiary deems reasonable under the circumstances;  (i) investments consisting of Equity Interests,
obligations, securities or other property received in settlement of delinquent
accounts in the ordinary course of business and owing to the Borrower or any
Subsidiary or in satisfaction of judgments;  (j) investments in payroll, travel and similar
advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business;  (k) loans or advances to employees made in the
ordinary course of business of the Borrower or a Subsidiary not exceeding
$1,000,000 in the aggregate outstanding at any one time;  (l) investments in the form of Swap Agreements
permitted under Section 6.07;  (m) investments
by the Borrower or any Subsidiary financed with the Net Proceeds from any
issuance of Equity Interests of Holdings during the period of four consecutive
fiscal quarters ended immediately prior to the date of such investment (to the
extent not previously applied to repurchase Subordinated Debt, to make
Permitted Acquisitions, to make Capital Expenditures or to make investments
under this clause (m)); and  (n) other investments in an aggregate amount,
as valued at cost at the time each such investment is made, not exceeding
$30,000,000 in the aggregate for all such investments made from and after the
Effective Date plus an amount equal to any repayments, interest, returns,
profits, distributions, income and similar amounts actually received in cash in
respect of any such investment (which  73


amount shall not exceed the amount of such investment valued at cost at
the time such investment was made).  SECTION 6.05.  Asset Sales.  Neither Holdings nor the Borrower will, nor
will they permit any of the Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will
Holdings or the Borrower permit any Subsidiary to issue any additional Equity
Interest in such Subsidiary (other than to the Borrower or another Subsidiary
in compliance with Section 6.04), except:  (a) sales, transfers and dispositions of
inventory, used, obsolete, worn out or surplus equipment or property and
Permitted Investments in the ordinary course of business;  (b) sales, transfers and dispositions to the
Borrower or a Subsidiary; provided that any such sales, transfers or
dispositions involving a Subsidiary that is not a Loan Party shall be made in
compliance with Section 6.09;  (c) sales, transfers and dispositions of the
Specified Properties;  (d) sales, transfers and dispositions of
accounts receivable in connection with the compromise, settlement or collection
thereof;  (e) sales, transfers and dispositions of
investments permitted by Section 6.04(g);  (f) within 360 days after the consummation of a
Permitted Acquisition, the sale, transfer or disposition of assets acquired in
connection with such Permitted Acquisition and not required in the operation of
the business of the Borrower or any of the Subsidiaries;  (g) sales, transfers and dispositions of Equity
Interests in Buyers Access;  (h) sales, transfers and other dispositions of
assets (other than Equity Interests in a Subsidiary unless 100% of such
Subsidiary) that are not permitted by any other clause of this Section; provided
that the aggregate fair market value of all assets sold, transferred or
otherwise disposed of in reliance upon this clause (d) shall not exceed
$5,000,000 during any fiscal year of the Borrower;  (i) sales, transfers and dispositions of
individual or groups of related assets with a fair value of less than
$1,000,000; provided that sales, transfers and dispositions of
individual or groups of related assets pursuant to this clause (i) shall
not exceed $10,000,000 in the aggregate during the term of this Agreement; and  (j) sales of a non-core line of business for a
purchase price not to exceed $10,000,000; provided that sales of
non-core lines of business pursuant to this clause (j) shall not
exceed $25,000,000 in the aggregate during the term of this Agreement.  74


providedthat all
sales, transfers, leases and other dispositions permitted hereby (other than
those permitted by clauses (b), (d), (g) and (i) above) shall be made
for fair value and for at least 80% cash consideration.  SECTION 6.06.  Sale and Leaseback Transactions.  Neither Holdings nor the Borrower will, and
nor will they permit any of the Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred, except for (a) any such sale of any fixed or capital
assets that is made for cash consideration in an amount not less than the cost
of such fixed or capital asset and is consummated within 90 days after
Holdings, the Borrower or such Subsidiary acquires or completes the
construction of such fixed or capital asset and (b) any transaction
involving the Specified Properties.  SECTION 6.07.  Swap Agreements.  Neither Holdings nor the Borrower will, and
nor will they permit any of the Subsidiaries to, enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to
which Holdings, the Borrower or any Subsidiary has actual exposure (other than
those in respect of Equity Interests of Holdings, the Borrower or any of the
Subsidiaries) and (b) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of Holdings, the Borrower or any
Subsidiary.  SECTION 6.08.  Restricted Payments; Certain Payments of
Indebtedness.  (a)  The Borrower
will not, nor will it permit any Subsidiary to, declare or make, or agree to
pay or make, directly or indirectly, any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except (i) each of Holdings
and the Borrower may declare and pay dividends with respect to its common
stock, payable solely in additional shares of its common stock, and Holdings
may declare and pay dividends with respect to its preferred stock, payable
solely in additional shares of such preferred stock or in shares of its common
stock, (ii) Subsidiaries may declare and pay dividends ratably with
respect to their capital stock, (iii) the Borrower may make Restricted
Payments to Holdings to permit Holdings to make payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of Holdings, the Borrower and the Subsidiaries in an aggregate amount
not to exceed $7,500,000 during any fiscal year, (iv) Holdings may (A) redeem
the Qualified Preferred Stock pursuant to a conversion into common stock of
Holdings and (B) make any Restricted Payments in connection with such conversion,
in each case, in accordance with the terms of the Qualified Preferred Stock (v) the
Borrower may make Restricted Payments to Holdings at such times and in such
amounts (A) not exceeding $3,000,000 during any fiscal year, as shall be
necessary to permit Holdings to discharge its corporate overhead (including
franchise taxes and directors fees) and other permitted liabilities and to make
payments permitted by Section 6.09 and (B) as shall be necessary to
pay any taxes that are due and payable by Holdings as part of a consolidated
group that includes the Borrower, to the extent that such taxes relate to the
operations of the Borrower and the Subsidiaries, (vi) so long as no  75


Default shall have occurred and be continuing or would result
therefrom, Holdings may repurchase, redeem or retire its outstanding Equity
Interests or make other Restricted Payments (and the Borrower may make
Restricted Payments the proceeds of which are to be used by Holdings to effect
such repurchases, redemptions or retirements or to redeem or repurchase
Existing Senior Subordinated Notes or Senior Subordinated Notes) in an
aggregate amount not to exceed (A) in the event the Net Leverage Ratio on
a Pro Forma Basis as of the last day of the most recently ended fiscal quarter
of the Borrower for which financial statements are available is greater than or
equal to 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount
of Restricted Payments and payments relating to the Subordinated Debt
previously made pursuant to this clause (vi), (B) in the event the Net
Leverage Ratio on a Pro Forma Basis as of the last day of the most recently
ended fiscal quarter of the Borrower for which financial statements are
available is less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00, (x) $25,000,000
minus (y) the aggregate amount of Restricted Payments and payments
relating to the Subordinated Debt previously made pursuant to this clause (vi) and
(C) in the event the Net Leverage Ratio on a Pro Forma Basis as of the
last day of the most recently ended fiscal quarter of the Borrower for which
financial statements are available is less than 1.50 to 1.00, (x) $40,000,000
minus (y) the aggregate amount of Restricted Payments and payments
relating to the Subordinated Debt previously made pursuant to this clause (vi) and
(vii) so long as no Default shall have occurred and be continuing or would
result therefrom, Holdings may make Restricted Payments (and the Borrower may
make Restricted Payments the proceeds of which are used by Holdings to make
such payments) in an aggregate amount not to exceed $2,000,000 during any
fiscal year.  (b)  Neither Holdings nor the Borrower
will, nor will they permit any Subsidiary to, make or agree to pay or make,
directly or indirectly, any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on
any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any Indebtedness, except:  (i) payment
of Indebtedness created under the Loan Documents;  (ii) payment
of regularly scheduled interest and principal payments as and when due in
respect of any Indebtedness, other than payments in respect of the Subordinated
Debt or the Subordinated Promissory Note prohibited by the subordination
provisions thereof;  (iii) refinancings
of Indebtedness to the extent permitted by Section 6.01;  (iv) payment
of secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness;  (v) [intentionally
omitted]  76


(vi) redemption,
repurchase and retirement of Subordinated Debt (including any premium (if any)
and accrued and unpaid interest thereon to the date of such redemption,
repurchase or retirement) with the Net Proceeds of any issuance of Equity
Interests of Holdings during the period of four consecutive fiscal quarters
ended immediately prior to the date of such redemption, repurchase or
retirement (to the extent not previously applied to repurchase Subordinated
Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make
investments under Section 6.04 (m)); and  (vii) redemption,
repurchase and retirement of Subordinated Debt (including any premium (if any)
and accrued and unpaid interest thereon to the date of such redemption or
repurchase), at any time during any fiscal year in an aggregate amount equal to
(A) $25,000,000, plus (B) Retained Excess Cash Flow for the previous
fiscal year (to the extent such Retained Excess Cash Flow has not been applied
previously to make Permitted Acquisitions, to repurchase Subordinated Debt or
to make Capital Expenditures) plus (C) the amount of payments permitted to
be made under Section 6.08(a)(vi).  (c)  If, as a result of the receipt of
any Net Proceeds by the Borrower or any Subsidiary in connection with any sale,
transfer or other disposition pursuant to Section 6.05(c) or (g), the
Borrower would be required by the terms of the Senior Subordinated Debt
Documents or the terms of any Additional Senior Subordinated Notes to redeem or
repurchase (or to make an offer to redeem or repurchase) any Existing Senior
Subordinated Notes, Senior Subordinated Notes or Additional Senior Subordinated
Notes, then the Borrower shall, or shall cause one or more of its Subsidiaries
to, (i) prepay Term Loans in accordance with Section 2.11 as if such
sale, transfer or disposition constituted a Prepayment Event or (ii) acquire
real property, equipment or other tangible assets, in each case in a manner
that will eliminate any requirement to redeem or repurchase (or to make an
offer to redeem or repurchase) such Existing Senior Subordinated Notes, Senior
Subordinated Notes and Additional Senior Subordinated Notes.  Any such prepayment or acquisition pursuant
to this clause (c) shall be made prior to the first day on which the Borrower
would be required to redeem or repurchase (or commence an offer to redeem or
repurchase) Existing Senior Subordinated Notes, Senior Subordinated Notes or
Additional Senior Subordinated Notes under the Senior Subordinated Debt
Documents or the terms of any such Additional Senior Subordinated Notes, as
applicable.  SECTION 6.09.  Transactions with Affiliates.  Except as set forth on Schedule 6.09, neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business that are at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arms-length basis from unrelated third parties, (b) transactions between
or among the Borrower and the Subsidiary Loan Parties not involving any other
Affiliate, (c) any investment permitted by Sections 6.04(d)(ii), (e), (f),
(m) or (n) or any Restricted Payment permitted by Section 6.08, (d) customary  77


compensation and reimbursement of expenses of officers and directors of
any Loan Party, including the issuance of Equity Interests of Holdings, in each
case in the ordinary course of business and (e) any sale or disposition of
inventory by the Borrower or any Subsidiary to wholly owned Foreign
Subsidiaries in the ordinary course of business, at a price not less than the
cost of such inventory.  SECTION 6.10.  Restrictive Agreements.  Neither Holdings nor the Borrower will, nor
will they permit any Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of Holdings, the Borrower or
any Subsidiary to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary; provided
that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document or Senior Subordinated Debt Document, or
the terms of any Additional Senior Subordinated Notes (to the extent such
restrictions or conditions are no more restrictive than those with respect to
Senior Subordinated Notes), (ii) the foregoing shall not apply to
restrictions and conditions existing on or about the date hereof and identified
on Schedule 6.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary
pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement
if such restrictions or conditions apply only to the property or assets
securing such Indebtedness and (v) clause (a) of the foregoing shall
not apply to customary provisions in leases restricting the assignment thereof.  SECTION 6.11.  Amendment of Material Documents.  Neither Holdings nor the Borrower will, nor
will they permit any Subsidiary to, amend, modify or waive any of its rights
under (a) any Senior Subordinated Debt Document, (b) the Subordinated
Promissory Note, (c) its certificate of incorporation, by-laws or other
organizational documents (other than to change its name) or (d) the terms
of any Additional Senior Subordinated Notes, except for such amendments,
modifications or waivers that could not be reasonably expected to effect any
change materially adverse to the interests and rights of the Administrative
Agent or the Lenders under any Loan Document.  SECTION 6.12.  Interest Expense Coverage Ratio.  The Borrower will not permit the ratio of (a) Consolidated
EBITDA to (b) Consolidated Cash Interest Expense, in each case on the last
day of any period of four consecutive fiscal quarters ending on or about any
date set forth below, to be less than the ratio set forth below opposite such
period:  78


Period
  
  RatioSeptember 29,
  2006
  
  2.75 to 1.00December 29,
  2006
  
  2.75 to 1.00March 30,
  2007
  
  2.75 to 1.00June 29,
  2007
  
  2.75 to 1.00September 28,
  2007
  
  2.75 to 1.00December 28,
  2007
  
  3.00 to 1.00March 28,
  2008
  
  3.00 to 1.00June 27,
  2008
  
  3.00 to 1.00September 26,
  2008
  
  3.00 to 1.00December 26,
  2008
  
  3.00 to 1.00March 27,
  2009
  
  3.00 to 1.00June 26,
  2009
  
  3.00 to 1.00September 25,
  2009
  
  3.00 to 1.00December 25,
  2009
  
  3.00 to 1.00March 26,
  2010
  
  3.00 to 1.00June 25,
  2010
  
  3.00 to 1.00September 24,
  2010
  
  3.00 to 1.00December 31,
  2010
  
  3.00 to 1.00Thereafter
  
  3.00 to 1.00  SECTION 6.13.  Net Leverage Ratio.  The Borrower will not permit the Net Leverage
Ratio as of the last day of any fiscal quarter ending on or about any date set
forth below to exceed the ratio set forth opposite such period:  Period
  
  RatioSeptember 29,
  2006
  
  4.50 to 1.00December 29,
  2006
  
  4.50 to 1.00March 30,
  2007
  
  4.00 to 1.00June 29,
  2007
  
  4.00 to 1.00September 28,
  2007
  
  4.00 to 1.00December 28,
  2007
  
  4.00 to 1.00March 28,
  2008
  
  4.00 to 1.00June 27,
  2008
  
  4.00 to 1.00September 26,
  2008
  
  4.00 to 1.00December 26,
  2008
  
  3.50 to 1.00March 27,
  2009
  
  3.50 to 1.00June 26,
  2009
  
  3.50 to 1.00September 25,
  2009
  
  3.50 to 1.00December 25,
  2009
  
  3.50 to 1.00March 26,
  2010
  
  3.50 to 1.00June 25,
  2010
  
  3.50 to 1.00September 24,
  2010
  
  3.50 to 1.00December 31,
  2010
  
  3.50 to 1.00Thereafter
  
  3.50 to 1.00  79


SECTION 6.14.  Maximum Capital Expenditures.  (a)  The Borrower will not, nor will it
permit any Subsidiary to, incur or make any Capital Expenditures during any
fiscal year in an amount exceeding (i) 2.5% of Net Sales for such fiscal
year, plus (ii) Retained Excess Cash Flow for the immediately prior fiscal
year (to the extent such Retained Excess Cash Flow has not been applied
previously to repurchase Subordinated Debt, make Permitted Acquisitions or make
Capital Expenditures).  (b)  The amount of any Capital
Expenditures permitted to be made in respect of any fiscal year shall be
increased by the unused amount of Capital Expenditures that were permitted to
be made during the immediately preceding fiscal year pursuant to Section 6.14(a).  Capital Expenditures in any fiscal year shall
be deemed to use, first, the amount for such fiscal year set forth in Section 6.14(a) and,
second, any amount carried forward to such fiscal year pursuant to this Section 6.14(b).  (c)  In addition to the Capital
Expenditures permitted pursuant to the preceding paragraphs (a) and (b),
the Borrower and the Subsidiaries may make additional Capital Expenditures with
the Net Proceeds from the issuance of Equity Interests of Holdings (other than
the Initial Public Offering) during the period of four consecutive fiscal
quarters ended immediately prior to the date of such Capital Expenditure (to
the extent not previously applied to repurchase Subordinated Debt, to make
Permitted Acquisitions, to make Capital Expenditures or to make investments
under Section 6.04 (m)).  ARTICLE
VII  Events of Default  If any of the following events (Events of
Default) shall occur:  (a) the Borrower shall fail to pay any
principal of any Loan or any reimbursement obligation in respect of any LC
Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;  (b) the Borrower shall fail to pay any interest
on any Loan or any fee or any other amount (other than an amount referred to in
clause (a) of this Article) payable under this Agreement or any other Loan
Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three Business Days;  (c) any representation or warranty made or
deemed made by or on behalf of Holdings, the Borrower or any Subsidiary in or
in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with any Loan Document or
any amendment or modification  80


thereof or waiver thereunder, shall prove to have been incorrect in any
material respect on or as of the date when made or deemed made;  (d) Holdings or the Borrower shall fail to
observe or perform any covenant, condition or agreement contained in Section 5.02,
5.04 (with respect to the existence of Holdings and the Borrower) or 5.11 or in
Article VI;  (e) any Loan Party shall fail to observe or
perform any covenant, condition or agreement contained in any Loan Document
(other than those specified in clause (a), (b) or (d) of this
Article), and such failure shall continue unremedied for a period of
30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);  (f) Holdings, the Borrower or any Subsidiary
shall fail to make any payment (whether of principal or interest and
regardless of amount) in respect of any Material Indebtedness, when and as the
same shall become due and payable;  (g) any event or condition occurs that results
in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (with or without the giving of notice, the lapse of
time or both) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this
clause (g) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness;  (h) an involuntary proceeding shall be
commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of Holdings, the Borrower or any
Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing
shall be entered;  (i) Holdings, the Borrower or any Subsidiary
shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of
this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for Holdings,
the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed  81


against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any formal action for the
purpose of effecting any of the foregoing;  (j) Holdings, the Borrower or any Subsidiary
shall become unable, admit in writing its inability or fail generally to pay
its debts as they become due;  (k) one or more judgments for the payment of
money in an aggregate amount in excess of $15,000,000 shall be rendered against
Holdings, the Borrower, any Subsidiary or any combination thereof and the same
shall remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of Holdings, the
Borrower or any Subsidiary to enforce any such judgment;  (l) an ERISA Event shall have occurred that, in
the reasonable opinion of the Required Lenders, when taken together with all
other ERISA Events that have occurred, could reasonably be expected to result
in an unsatisfied liability of Holdings, the Borrower and the Subsidiaries in
an aggregate amount exceeding $10,000,000 for all periods;  (m) (i) any Loan Document shall for any
reason be asserted by Holdings, the Borrower or any Subsidiary Loan Party not
to be a legal, valid and binding obligation of any party thereto; (ii) any
Lien purported to be created under any Security Document shall cease to be, or
shall be asserted by any Loan Party not to be, a valid and perfected Lien on
any Collateral, with the priority required by the applicable Security Document,
except (A) as a result of the sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents or (B) as a
result of the Administrative Agents failure to maintain possession of any
stock certificates, promissory notes or other instruments delivered to it under
the Collateral Agreement or (iii) the Guarantees pursuant to the Security
Documents by the Subsidiary Loan Parties of any of the Obligations shall cease
to be in full force and effect (other than in accordance with the terms hereof)
or shall be asserted by any Subsidiary Loan Party not to be in effect or not to
be legal, valid and binding obligations; or  (n) a Change in Control shall occur;  then, and in every such event (other than an
event with respect to the Borrower described in clause (h) or (i) of
this Article), and at any time thereafter during the continuance of such event,
the Administrative Agent may, and at the request of the Required Lenders shall,
by notice to the Borrower, take either or both of the following actions, at the
same or different times:  (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, and (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all  82


fees and other obligations of the Borrower
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.  ARTICLE
VIII  The Administrative Agent  Each of the Lenders and the Issuing Banks
hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto.  The bank serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with Holdings,
the Borrower or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth in the Loan
Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that the Administrative Agent is required to
exercise in writing as directed by the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in
the Loan Documents and except for documents, notices and other information to
be provided to the Lenders through the Administrative Agent, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to Holdings, the Borrower or any
of the Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02) or
in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be  83


deemed not to have knowledge
of any Default unless and until written notice thereof is given to the
Administrative Agent by Holdings, the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.  The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person.  The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person, and shall not incur any liability for
relying thereon.  The Administrative
Agent may consult with legal counsel (who may be counsel for Holdings or the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.  The Administrative Agent may perform any and
all its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. 
The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.  Subject to the appointment and acceptance of
a successor Administrative Agent as provided in this paragraph, the
Administrative Agent may resign at any time upon 30 days notice to the
Lenders, the Issuing Banks and the Borrower. 
Upon any such resignation, the Required Lenders shall have the right to
appoint a successor, which successor shall be approved by the Borrower in
writing, such approval not to be unreasonably withheld.  If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Banks, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a
successor Administrative Agent shall  84


be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agents resignation
hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or related agreement or any document furnished hereunder or
thereunder.  ARTICLE
IX  Miscellaneous  SECTION 9.01.  Notices.  (a)  Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:  (i) if
to the Borrower, to it at 801 W. Bay Street, Jacksonville, Florida 32204,
Attention of Tom Tossavainen, Chief Financial Officer (Telecopy No. (856)
533-3162), with a copy to Paul, Weiss, Rifkind, Wharton & Garrison
LLP, 1285 Avenue of the Americas, New York, New York 10019, Attention of Eric
Goodison (Telecopy No. (212) 757-3990;  (ii) if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of
Andrew Perkins, Loan and Agency Services (Telecopy No. (713) 750-2223),
with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York
10017, Attention of Neil Boylan (Telecopy No. (212) 270-6637);  (iii) if
to an Issuing Bank, to it at its address (or facsimile number set forth in its
Administrative Questionnaire (unless such Issuing Bank has specified another
address or facsimile number by notice to the Borrower and the Administrative
Agent));  85


(iv) if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of
Andrew Perkins, Loan and Agency Services (Telecopy No. (713) 750-2223),
with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York
10017, Attention of Neil Boylan (Telecopy No. (212) 270-6637); and  (v) if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.  (b)  Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.  (c)  Any party hereto may change its
address or telecopy number for notices and other communications hereunder by
notice to the Administrative Agent.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.  SECTION 9.02.  Waivers; Amendments.  (a)  No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies
of the Administrative Agent, the Issuing Banks and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such
Default at the time.  (b)  Except as provided in Section 2.20
with respect to an Incremental Facility Amendment, neither this Agreement nor
any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by Holdings, the Borrower and
the Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the  86


Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce or forgive the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees (including the prepayment fee set forth in Section 2.11(g))
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the maturity of any Loan, or any scheduled date of payment
of the principal amount of any Term Loan under Section 2.10, or the
required date of reimbursement of any LC Disbursement, or any date for the
payment of any interest or fees (including the prepayment fee set forth in Section 2.11(g))
payable hereunder, or reduce the amount of, waive or excuse any such payment,
postpone the scheduled date of expiration of any Commitment or permit the
expiration date of any Letter of Credit to be after the fifth Business Day
prior to the Revolving Maturity Date, without the written consent of each
Lender affected thereby, (iv) change Section 2.18(b) or (c) in
a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the
provisions of this Section or the percentage set forth in the definition
of the term Required Lenders or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral
Agreement (except as expressly provided in the Collateral Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (vii) release all or substantially all of the Collateral from the
Liens of the Security Documents (except as expressly provided in the Collateral
Agreement), without the written consent of each Lender, or (viii) change
any provisions of any Loan Document in a manner that by its terms adversely
affects the rights in respect of payments due to Lenders holding Loans of any Class differently
than those holding Loans of any other Class, without the written consent of
Lenders holding a majority in interest of the outstanding Loans and unused
Commitments of each adversely affected Class; provided further
that (A) no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, any Issuing Bank or the Swingline
Lender without the prior written consent of the Administrative Agent, such
Issuing Bank or the Swingline Lender, as the case may be, and (B) any
waiver, amendment or modification of this Agreement that by its terms affects
the rights or duties under this Agreement of the Revolving Lenders (but not the
Term Loan Lenders) or the Term Loan Lenders (but not the Revolving Lenders) may
be effected by an agreement or agreements in writing entered into by the
Borrower and the requisite percentage in interest of the affected Class of
Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the
time.  Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Holdings, the Borrower, the Required Lenders and the Administrative
Agent (and, if their rights or obligations are affected thereby, the Issuing
Banks and the Swingline Lender) if (i) by the terms of such agreement the
Commitment of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (ii) at the
time such amendment  87


becomes effective, each Lender not consenting thereto receives payment
in full of the principal of and interest accrued on each Loan made by it and
all other amounts owing to it or accrued for its account under this
Agreement.  In connection with any
proposed amendment, modification, waiver or termination (a Proposed Change)
requiring the consent of all affected Lenders, if the consent of the Required
Lenders to such Proposed Change is obtained, but the consent to such Proposed
Change of other Lenders whose consent is required is not obtained (any such
Lender whose consent is not obtained as described in this Section 9.02(b) being
referred to as a Non-Consenting Lender), then, so long as the Lender
that is acting as the Administrative Agent is not a Non-Consenting Lender, at
the Borrowers request, any assignee that is acceptable to the Administrative
Agent shall have the right, with the Administrative Agents consent, to
purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees
that it shall, upon the Borrowers request, sell and assign to such assignee,
at no expense to such Non-Consenting Lender (including any processing and
recordation fee as may be applicable pursuant to Section 9.04(b)(ii)(C)),
all of the Commitments, Term Loans and Revolving Exposure of such
Non-Consenting Lender for an amount equal to the principal balance of all Term
Loans and Revolving Loans (and funded participations in Swingline Loans and
unreimbursed LC Disbursements) held by such Non-Consenting Lender and all
accrued interest and fees with respect thereto through the date of sale, such
purchase and sale to be consummated pursuant to an executed Assignment and
Assumption in accordance with Section 9.04(b).  SECTION 9.02.A.  Amendment Fees.  In the event that this Agreement is amended
at any time on or prior to the first anniversary of the Effective Date and such
amendment to this Agreement reduces the Applicable Rate in respect of any Type
of Term Loan, or adds any step-downs to the Applicable Rate in respect of any
Type of Term Loan in a manner favorable to the Borrower, the Borrower agrees to
pay to the Administrative Agent for the account of each Term Loan Lender a fee
in an amount equal to 1.00% of such Lenders Term Loans outstanding on the
effective date of such amendment. 
Notwithstanding Section 9.02 hereof, this Section 9.02A shall
not be waived, amended or modified without the written consent of each Term
Loan Lender adversely affected thereby. 
For the avoidance of doubt, in connection with any transaction in
respect of which a fee is paid pursuant to Section 2.11(g), no fee shall
be required to be paid pursuant to this Section 9.02A.  SECTION 9.03.  Expenses; Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Agents and their respective
Affiliates (including expenses incurred in connection with due diligence),
including the reasonable fees, charges and disbursements of counsel for the
Agents, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of the Loan Documents or any
amendments, modifications or waivers of the provisions thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Issuing Bank or any Lender,
including the fees, charges and disbursements of any  88


counsel for the Administrative Agent, any Issuing Bank or any Lender,
in connection with the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.  (b)  The Borrower shall indemnify the
Administrative Agent, each Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an Indemnitee)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by an Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or Release of Hazardous Materials on or from any Mortgaged
Property or any other property currently or formerly owned or operated by the
Borrower or any of the Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of the Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee.  (c)  To the extent that the Borrower
fails to pay any amount required to be paid by it to the Administrative Agent,
any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of
this Section, (i) in the case of amounts required to be paid to the
Administrative Agent, each Lender severally agrees to pay to the Administrative
Agent such Lenders pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount and (ii) in the case of amounts required to be paid to any Issuing
Bank or any Swingline Lender, each Revolving Lender severally agrees to pay to
the applicable Issuing Bank or applicable Swingline Lender, as the case may be,
such Revolving Lenders pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, the applicable Issuing Bank or
the applicable Swingline Lender in its capacity as such.  For purposes hereof, a Lenders pro rata
share shall be determined based upon its share of the sum of the total
Revolving Exposures, outstanding Term Loans and unused Commitments at the time.  89


(d)  To the extent permitted by
applicable law, neither Holdings nor the Borrower shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.  (e)  All amounts due under this Section shall
be payable not later than three Business Days after written demand therefor.  SECTION 9.04.  Successors and Assigns.  (a)  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
an Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any such
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, any Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.  (b)  (i)  Subject to the conditions
set forth in paragraph (b)(ii) below, any Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it), with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:  (A) the Borrower; provided that no consent of the Borrower
shall be required for an assignment to a Lender, an Affiliate of a Lender, an
Approved Fund or, if an Event of Default has occurred and is continuing, or if
such assignment is made in connection with the syndication of the Revolving
Commitments and the Term Loans by the Agents, any other assignee;  (B) the Administrative Agent; provided that no consent of
the Administrative Agent shall be required for an assignment of all or any
portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved
Fund; and  (C) the Issuing Banks; provided that no consent of the
Issuing Banks shall be required for an assignment of all or any portion of a
Term Loan.  (ii) 
Assignments shall be subject to the following conditions:  90


(A) except in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lenders Commitment, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $2,500,000 (or, in the case of the
Term Loans, $1,000,000) unless each of the Borrower and the Administrative
Agent otherwise consent (such consent not to be unreasonably withheld or
delayed), provided that no such consent of the Borrower shall be
required if an Event of Default has occurred and is continuing, and provided further
that, for purposes of determining compliance with the minimum assignment
amounts set forth in this Section 9.04(b)(ii)(A), simultaneous assignments
by an assigning Lender to two Approved Funds of such Lender shall be
aggregated;  (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lenders rights and obligations under
this Agreement, provided that this clause shall not be construed to
prohibit assignment of a proportionate part of all the assigning Lenders
rights and obligations in respect of one Class of Commitments or Loans;  (C) the parties to each assignment shall (1) electronically
execute and deliver to the Administrative Agent an Assignment and Assumption
via an electronic settlement system acceptable to the Administrative Agent
(which initially shall be ClearPar, LLC) or (2) if no such system shall be
acceptable to the Administrative Agent, manually execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500; provided that only one such fee shall be
payable in connection with simultaneous assignments to or by two or more
Approved Funds; and  (D) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower, the
other Loan Parties and their related parties or their respective securities)
will be made available and who may receive such information in accordance with
the assignees compliance procedures and applicable laws, including Federal and
state securities laws.  For purposes of this Section 9.04(b),
the terms Approved Fund and CLO have the following meanings:  Approved Fund means (a) a CLO
and (b) with respect to any Lender that is a fund which invests in bank
loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.  91


CLO means any entity (whether a
corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its investing activities and is
administered or managed by a Lender or an Affiliate of such Lender.  (iii) 
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
this Section, from and after the effective date specified in each Assignment
and Assumption the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lenders rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.  (iv) 
The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the Register).  The
entries in the Register shall be conclusive in the absence of clearly
demonstrable error, and the Borrower, the Administrative Agent, the Issuing
Banks and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.  (v) 
Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignees completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.  (c)  (i)  Any Lender may, without
the consent of the Borrower, the Administrative Agent, any Issuing Bank or the
Swingline Lender, sell participations to one or more banks or other entities (a
Participant) in all or a portion of such Lenders rights and
obligations under this Agreement (including all or a portion of its  92


Commitments and the Loans owing to it); provided that (A) such
Lenders obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lenders rights and
obligations under this Agreement.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso
to Section 9.02(b) that affects such Participant.  Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.  (ii) 
A Participant shall not be entitled to receive any greater payment under Section 2.15
or 2.17 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrowers prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as
though it were a Lender.  (d)  Any Lender may at any time pledge,
assign or grant a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge,
assignment or grant to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge, assignment or grant of a security interest; provided
that no such pledge, assignment or grant of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee,
assignee or grantee for such Lender as a party hereto.  SECTION 9.05.  Survival.  All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, any Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding  93


and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. 
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII
shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.  SECTION 9.06.  Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract.  This
Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof.  Except as
provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.  SECTION 9.07.  Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.  SECTION 9.08.  Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured.  The
applicable Lender shall notify the Borrower and the Administrative Agent of
such setoff or application; provided that any failure to give or delay
in giving such notice shall not affect the validity of any such setoff or
application under this Section.  The
rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.  94


SECTION 9.09.  Governing Law; Jurisdiction; Consent to
Service of Process.  (a)  This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.  (b)  Each of Holdings and the Borrower
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement or any other Loan Document shall affect any right that the
Administrative Agent, any Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against Holdings, the Borrower or their properties in the courts of
any jurisdiction.  (c)  Each of Holdings and the Borrower
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to
in paragraph (b) of this Section. 
Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.  (d)  Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.  SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN  ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  95


SECTION 9.11.  Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.  SECTION 9.12.  Confidentiality.  Each of the Administrative Agent, the Issuing
Banks and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its
and its Affiliates directors, officers, employees, trustees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, any Issuing Bank or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower; provided
that such source is not actually known by such disclosing party to be bound by
an agreement containing provisions substantially the same as those of this
Section.  For the purposes of this
Section, Information means all information received from Holdings and
the Borrower relating to Holdings or the Borrower or their business, other than
any such information that is available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings
or the Borrower; provided that, in the case of information received from
Holdings or the Borrower after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.  EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.  96


ALL INFORMATION, INCLUDING
WAIVERS AND AMENDMENTS, FURNISHED BY HOLDINGS, THE BORROWER OR THE
ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS
AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES. 
ACCORDINGLY, EACH LENDER REPRESENTS TO HOLDINGS, THE BORROWER AND THE
ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE
A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES
AND APPLICABLE LAW.  SECTION 9.13.  Interest Rate Limitation.  Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the Charges), shall exceed the
maximum lawful rate (the Maximum Rate) which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.  SECTION 9.14.  USA Patriot Act.  Each Lender hereby notifies the Borrower
that, pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the USA
Patriot Act.  [remainder of page intentionally left blank]  97


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.   INTERLINE
  BRANDS, INC., a Delaware corporation,by
  /s/
  Thomas J. TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


INTERLINE
  BRANDS, INC., a New Jersey corporation,by
  /s/
  Thomas J. TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


WILMAR
  HOLDINGS, INC.,by
  /s/ Thomas J.
  TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


WILMAR
  FINANCIAL, INC.,by
  /s/
  Thomas J. TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


GLENWOOD
  ACQUISITION LLC,by
  /s/
  Thomas J. TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


JPMORGAN
  CHASE BANK, N.A., as Administrative Agent,by
  /s/
  Neil R. BoylanName:
  Neil R. BoylanTitle:
  Managing Director


LEHMAN
  COMMERCIAL PAPER INC., asSyndication
  Agent,by
  /s/
  Laurie B. PerperName:
  Laurie B. PerperTitle:
  Authorized Signatory


CREDIT
  SUISSE, as Co-Documentation Agent,by
  /s/
  Brian T. Caldwell
  /s/
  Thomas R. CantelloName:
  Brian T. Caldwell
  Thomas
  R. CantelloTitle:
  Director
  Vice
  President


BANK
  OF AMERICA, N.A., as Co-Documentation Agent,by
  /s/
  Julie HenlyName:
  Julie HenlyTitle:
  Vice President


SUNTRUST
  BANK, as Co-Documentation Agent,by
  /s/
  Kelly GunterName:
  Kelly GunterTitle:
  Vice President


WACHOVIA
  BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent,by
  /s/
  Charles N. KauffmanName:
  Charles N. KauffmanTitle:
  Senior Vice President


SCHEDULE 1.01(a) TOCredit Agreement  MORTGAGED PROPERTY  None.


SCHEDULE 1.01(b) toCredit Agreement  SPECIFIED PROPERTIES  1.1800 Research
Drive Louisville, KY  2.77 Rodeo Drive Brentwood, NY 11717  3.801 W. Bay
Street Jacksonville, FL  32204


SCHEDULE 2.01 toCredit Agreement  COMMITMENTS  Lender
  
  Revolving
  Commitment
  
  Initial Term
  Loan
  Commitment
  
  Delayed Draw
  Term Loan
  CommitmentJPMorgan Chase Bank, N.A.
  
  $
  17,000,000.00
  
  $
  50,000,000.00
  
  $
  65,000,000.00Lehman Commercial Paper Inc.
  
  $
  17,000,000.00
  
  $
  50,000,000.00
  
  $
  65,000,000.00Bank of America, N.A.
  
  $
  14,000,000.00
  
  $
  0.00
  
  $
  0.00Sun Trust Bank
  
  $
  14,000,000.00
  
  $
  0.00
  
  $
  0.00Credit Suisse, Cayman Islands Branch
  
  $
  14,000,000.00
  
  $
  0.00
  
  $
  0.00Wachovia Bank, National Association
  
  $
  14,000,000.00
  
  $
  0.00
  
  $
  0.00Branch Banking and Trust Company
  
  $
  5,000,000.00
  
  $
  0.00
  
  $
  0.00The Bank of New York
  
  $
  5,000,000.00
  
  $
  0.00
  
  $
  0.00Total
  
  $
  100,000,000.00
  
  $
  100,000,000.00
  
  $
  130,000,000.00


SCHEDULE 2.05 to Credit Agreement  LETTERS OF CREDIT  Issuer
  
  Face Amount
  
  Beneficiary
  
  Bankers
  Acceptance
  Number
  
  MaturityBank
  of America
  
  $
  233,000.00
  
  Travelers
  Casualty & Surety Co.
  
  SM1305028
  
  January 9,
  2007Bank
  of America
  
  $
  750,000.00
  
  Royal
  Indemnity Company
  
  SM1304118
  
  September 1,
  2006Bank
  of America
  
  $
  1,823,000.00
  
  American
  Casualty Company
  
  SM1458513
  
  October 31,
  2006Bank
  of America
  
  USD
  1,225,000.00
  
  The
  Travelers Indemnity Company
  
  68010458
  
  December 13,
  2006JPMorgan
  Chase Bank, N.A.
  
  USD
  247,189.04
  
  Commonwealth
  of Pennsylvania
  
  206003
  
  October 7,
  2006Bank
  of America
  
  $
  79,299.00
  
  Paulite
  International Corp.
  
  5191592
  
  July 30,
  2006Bank
  of America
  
  $
  33,454.24
  
  Hangzhou
  Guardson Hardware Co., Ltd.
  
  5191593
  
  July 3,
  2006Bank
  of America
  
  $
  31,335.55
  
  Whiterock
  Corporation USA
  
  5191594
  
  July 13,
  2006Bank
  of America
  
  $
  61,884.89
  
  A-Lite, Inc.
  
  5191595
  
  July 20,
  2006Bank
  of America
  
  $
  137,505.98
  
  A-Lite, Inc.
  
  5191596
  
  August 5,
  2006Bank
  of America
  
  $
  154,214.88
  
  L
  and C Lighting Technology Corp.
  
  5191598
  
  August 5,
  2006Bank
  of America
  
  $
  124,225.93
  
  Sunco
  
  5191602
  
  August 2,
  2006Bank
  of America
  
  $
  77,997.73
  
  Sunstar
  Heating Products, Inc.
  
  5191605
  
  August 4,
  2006Bank
  of America
  
  $
  31,140.48
  
  K.D.W.
  Company Ltd.
  
  5191606
  
  July 26,
  2006Bank
  of America
  
  $
  12,910.00
  
  Blooam
  Lighting Co., Ltd.
  
  5191608
  
  July 20,
  2006  See
attached for additional material.


Interline
Brands Inc Outstanding
LCs as of 5/30/06  Hong Kong
  Issuance
  
  US Issuance
  
  Hong Kong
  Acceptance
  
  US DeferredWachoviaBARNETT /INTERLINE
  
  $
  2,468,930.92
  
  $
  587,742.68
  
  $
  3,363,556.19
  
  $
  412,902.77US LOCK
  
  $
  137,079.26
  
  $
  217,290.30
  
  $
  10,276.80FLORIDA LIGHTING
  
  $
  925,276.02
  
  $
  0.00Bank
  of American
  
  $
  110,083.40
  
  $
  63,113.59Fleet Bank-Now BOfATRAVELERS-SM1305028
  7/1/03
  
  
  
  $
  233,000.00ROYAL
  INDEMNITY-SM1304118 05/24/05
  
  
  
  $
  750,000.00AMERICAN CASUALTY-SM1458513
  02/06/05
  
  
  
  $
  1,823,200.00THE TRAVELERS-68010458
  12/15/05-12/13/06
  
  
  
  $
  1,225,000.00JPMorgan Chase BankCommonwealth of
  PA-TPTS-206003 10/11/05-10/07/06
  
  
  
  $
  247,189.04Total
  
  $
  3,641,369.60
  
  $
  5,146,535.61
  
  $
  3,373,832.99
  
  $
  412,902.77Total LCs 5/30/06
  
  $
  12,574,640.97


Wachovia Bank,
N.A.          Page:
1           Date
05/30/2006  For Applicant:  BARNETT INC.  WACHOVIA  Transactions Expiring from 05/30/2006  Applicant
name:  AF LIGHTING, DBA INTERLINE BRANDS  Expiry
  Dt 
  / Maturity
  
  L/C / Accpt
  Bank Ref
  
  Site
  
  Trans
  
  L/C Customer Ref
  
  Beneficiary
  
  Curr
  
  Rate
  
  Outstanding
  Amount
  
  Outstanding
  USD
  Amount6/4/2006
  
  IC603551H
  
  HNK
  
  IM-LC
  
  II042806A80AFLLI
  
  PAULITE INTERNATIONAL
  CORP
  
  USD
  
  1
  
  95,550.00
  
  95,550.006/4/2006
  
  IC602982H
  
  HNK
  
  IM-LC
  
  II0417068C0BFLLI
  
  BLOSSOM LIGHTING CO.,
  LTD.
  
  USD
  
  1
  
  29,100.00
  
  29,100.006/4/2006
  
  IC602983H
  
  HNK
  
  IM-LC
  
  II0417068C0FFLL1
  
  ART MARK INTERNATIONAL
  COR
  
  USD
  
  1
  
  19,599.00
  
  19,599.006/4/2006
  
  IC602987H
  
  HNK
  
  IM-LC
  
  II0417068C19FLLI
  
  PAULITE INTERLNATIONAL
  CORP
  
  USD
  
  1
  
  15,066.00
  
  15,066.006/4/2006
  
  IC602985H
  
  HNK
  
  IM-LC
  
  II0417068C16FLLI
  
  BELLITE ELECTRICAL MFG
  CO LT
  
  USD
  
  1
  
  12,720.00
  
  12,720.006/9/2006
  
  IC603002H
  
  HNK
  
  IM-LC
  
  II0418068DD5FLLI
  
  L AND C LIGHTING
  TECHNOLOGY
  
  USD
  
  1
  
  140,631.06
  
  140,631.066/9/2006
  
  IC603009H
  
  HNK
  
  IM-LC
  
  II0418068E20FLLI
  
  A-LITE INC.
  
  USD
  
  1
  
  116,529.94
  
  116,529.946/15/2006
  
  IC603549H
  
  HNK
  
  IM-LC
  
  II042806A7E9FLLI
  
  A-LITE INC.
  
  USD
  
  1
  
  73,997.94
  
  73,997.086/20/2006
  
  IC601787H
  
  HNK
  
  IM-LC
  
  II03220658D6FLLI
  
  L AND C LIGHTING
  TECHNOLOGY
  
  USD
  
  1
  
  118,251.90
  
  118,251.906/22/2006
  
  IC603545H
  
  HNK
  
  IM-LC
  
  II042806A7C1FLLI
  
  L AND C LIGHTING
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  USD
  
  1
  
  55,687.32
  
  55,687.327/6/2006
  
  IC604398H
  
  HNK
  
  IM-LC
  
  II051606C838FLLI
  
  L AND C LIGHTING
  TECHNOLOGY
  
  USD
  
  1
  
  108,484.92
  
  108,484.927/7/2006
  
  IC604431H
  
  HNK
  
  IM-LC
  
  II051606C83BFLLI
  
  A-LITE INC.
  
  USD
  
  1
  
  139,658.80
  
  139,658.80Appl. Name Total:
  
  
  
  
  
  
  
  925,276.02


Applicant
name:  BARNETT INC - HONG KONG ISSUANCE  Expiry
  Dt 
  / Maturity
  
  L/C / Accpt
  Bank Ref
  
  Site
  
  Trans
  
  L/C Customer Ref
  
  Beneficiary
  
  Curr
  
  Rate
  
  Outstanding
  Amount
  
  Outstanding
  USD
  Amount5/30/2006
  
  IC607901H
  
  HNK
  
  IM-LC
  
  II0414068A30BNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  5,640.40
  
  5,640.405/30/2006
  
  IC602904H
  
  HNK
  
  IM-LC
  
  II0414068A38BNXX
  
  JINAN MEIDE CASTING CL,
  LTD
  
  USD
  
  1
  
  3,380.41
  
  3,380.415/30/2006
  
  IC602910H
  
  HNK
  
  IM-LC
  
  II0414068A46BNXX
  
  K.D.W. COMPANY LTD
  
  USD
  
  1
  
  168.41
  
  168.416/1/2006
  
  IC500646S
  
  HNK
  
  ACCPT
  
  II020806FCF3BNXX
  
  PACIFIC USA CORPORATION
  
  USD
  
  1
  
  142,476.60
  
  142,476.606/1/2006
  
  IC601293H
  
  HNK
  
  ACCPT
  
  II0309063B99BNXX
  
  HANGZHOU GUARDSON HARDW
  
  USD
  
  1
  
  26,124.26
  
  26,124.266/2/2006
  
  IC603024H
  
  HNK
  
  IM-LC
  
  II0418068E92BNXX
  
  HONWELL UNION
  INTERNATION
  
  USD
  
  1
  
  4,498.12
  
  4,498.126/3/2006
  
  IC600907H
  
  HNK
  
  IM-LC
  
  II0414068A3DBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  58,873.98
  
  58,873.986/3/2006
  
  IC603538H
  
  HNK
  
  IM-LC
  
  II042806A79BBNXX
  
  TAIWAN MAIN FINE
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  USD
  
  1
  
  3,721.56
  
  3,721.566/3/2006
  
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  IM-LC
  
  II0414068A3BBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  1,487.49
  
  1,487.496/3/2006
  
  IC600354H
  
  HNK
  
  IM-LC
  
  II042806A7A0BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  826.54
  
  826.546/4/2006
  
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  HNK
  
  IM-LC
  
  II0414068A33BNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  106,912.62
  
  106,912.626/4/2006
  
  IC602912H
  
  HNK
  
  IM-LC
  
  II0414068A50BNXX
  
  KAMBO SECURITY PRODUCTS
  LT
  
  USD
  
  1
  
  1,704.37
  
  1,704.376/5/2006
  
  IC601296H
  
  HNK
  
  ACCPT
  
  II0309063BA4BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  55,385.58
  
  55,385.586/6/2006
  
  IC600388H
  
  HNK
  
  ACCPT
  
  II0217061226BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  97,638.92
  
  97,638.926/6/2006
  
  IC600389H
  
  HNK
  
  ACCPT
  
  II0217061227BNXX
  
  TAIWAN MAIN FINE INTERNATION
  
  USD
  
  1
  
  39,571.11
  
  39,571.116/6/2006
  
  IC601297H
  
  HNK
  
  ACCPT
  
  II0309063BACBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  28,526.45
  
  28,526.456/11/2006
  
  IC602911H
  
  HNK
  
  IM-LC
  
  II0414068A4FBNXX
  
  WEI SONG LAMP CO
  
  USD
  
  1
  
  20,250.83
  
  20,250.836/12/2006
  
  IC500671S
  
  HNK
  
  ACCPT
  
  II020806FD55BNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  141,498.30
  
  141,498.306/12/2006
  
  IC600388H
  
  HNK
  
  ACCPT
  
  II0217061226BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  93,880.39
  
  93,880.39


6/12/2006
  
  IC602912H
  
  HNK
  
  ACCPT
  
  II0414068A50BNXX
  
  KAMBO SECURITY PRODUCTS
  LT
  
  USD
  
  1
  
  85,218.41
  
  85,218.416/12/2006
  
  IC602904H
  
  HNK
  
  ACCPT
  
  II0414068A38BNXX
  
  JINAN MEIDE CASTING CO
  LTD.
  
  USD
  
  1
  
  63,495.17
  
  63,495.176/12/2006
  
  IC600389H
  
  HNK
  
  ACCPT
  
  II0217061227BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  54,737.81
  
  54,737.816/12/2006
  
  IC500667S
  
  HNK
  
  ACCPT
  
  II020806FD41BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  49,950.74
  
  49,950.746/12/2006
  
  IC601296H
  
  HNK
  
  ACCPT
  
  II0309063BA4BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  36,000.36
  
  36,000.366/13/2006
  
  IC603536H
  
  HNK
  
  IM-LC
  
  II042806A797BNXX
  
  HONWELL UNION
  INTERNATION
  
  USD
  
  1
  
  223,126.20
  
  223,126.206/15/2006
  
  IC603927H
  
  HNK
  
  IM-LC
  
  II050506B4DCBNXX
  
  PACIFIC USA CORPORATION
  
  USD
  
  1
  
  115,877.30
  
  115,877.306/16/2006
  
  IC603024H
  
  HNK
  
  ACCPT
  
  II0418068E92BNXX
  
  HONWELL UNION
  INTERNATION
  
  USD
  
  1
  
  110,203.70
  
  110,203.706/17/2006
  
  IC603539H
  
  HNK
  
  IM-LC
  
  II042806A79EBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  88,458.14
  
  88,458.146/17/2006
  
  IC603543H
  
  HNK
  
  IM-LC
  
  II043806A7A9BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  63,024.22
  
  63,024.226/17/2006
  
  IC603541H
  
  HNK
  
  IM-LC
  
  II042806A7A4BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  18,799.01
  
  18,799.016/19/2006
  
  IC602994H
  
  HNK
  
  ACCPT
  
  II0414068A38BNXX
  
  JINAN MEIDE CASTING CO
  LTD.
  
  USD
  
  1
  
  105,525.19
  
  105,525.196/19/2006
  
  IC601297H
  
  HNK
  
  ACCPT
  
  II0309063BACBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  29,980.52
  
  29,980.526/19/2006
  
  IC600383H
  
  HNK
  
  ACCPT
  
  II0317061205BNXX
  
  WEI SONG LAMP CO
  
  USD
  
  1
  
  19,348.73
  
  19,348.736/19/2006
  
  IC602310H
  
  HNK
  
  ACCPT
  
  II0414068A46BNXX
  
  K.D.W. COMPANY LTD
  
  USD
  
  1
  
  8,420.64
  
  8,420.646/20/2006
  
  IC595013H
  
  HNK
  
  ACCPT
  
  II12130586B6BNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  81,461.60
  
  81,461.606/24/2006
  
  IC603542H
  
  HNK
  
  IM-LC
  
  II042806A7A8BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  29,379.45
  
  29,379.456/25/2006
  
  IC603911H
  
  HNK
  
  IM-LC
  
  II050506B4BABNXX
  
  K.L. AND LING
  INTERNATIONAL
  
  USD
  
  1
  
  16,295.33
  
  16,295.336/26/2006
  
  IC603903H
  
  HNK
  
  ACCPT
  
  II050506B4AFBNXX
  
  JINAN MEIDE CASTING CO
  LTD.
  
  USD
  
  1
  
  127,536.17
  
  127,536.176/26/2006
  
  IC601756H
  
  HNK
  
  ACCPT
  
  II03210656A5BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  95,556.70
  
  95,556.706/27/2006
  
  IC603902H
  
  HNK
  
  IM-LC
  
  II058506B4AFBNXX
  
  JINAN MEIDE CASTING CO
  LTD.
  
  USD
  
  1
  
  2,550.72
  
  2,550.726/28/2006
  
  IC508664S
  
  HNK
  
  ACCPT
  
  II020806ED3ABNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  69,490.24
  
  69,490.246/28/2006
  
  IC595013H
  
  HNK
  
  ACCPT
  
  II12130589B6BNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  44,565.68
  
  44,565.68


6/30/2006
  
  IC604339H
  
  HNK
  
  IM-LC
  
  II051506C565BNXX
  
  UNIONWEST LIMITED
  
  USD
  
  1
  
  52,839.05
  
  52,839.057/1/2006
  
  IC604343H
  
  HNK
  
  IM-LC
  
  II05I506C5BCBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  147,467.71
  
  147,467.717/1/2006
  
  IC604341H
  
  HNK
  
  IM-LC
  
  II051506C5B2BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  138,320.57
  
  138,320.577/1/2006
  
  IC604342H
  
  HNK
  
  IM-LC
  
  II051506C5BBBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  56,708.01
  
  56,708.017/4/2006
  
  IC604344H
  
  HNK
  
  IM-LC
  
  II051506C5BFBNXX
  
  WEI SONG LAMP CO
  
  USD
  
  1
  
  19,609.00
  
  19,609.007/5/2006
  
  IC601757H
  
  HNK
  
  ACCPT
  
  II03210656A7BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  113,814.27
  
  113,814.277/5/2006
  
  IC601308H
  
  HNK
  
  ACCPT
  
  II0309063BFCBNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  11,329.20
  
  11,329.207/9/2006
  
  IC604826H
  
  HNK
  
  IM-LC
  
  II052406D9D7BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  86,685.71
  
  86,685.717/9/2006
  
  IC604824H
  
  HNK
  
  IM-LC
  
  II052406D9D2BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  74,871.77
  
  74,871.777/10/2006
  
  IC604348H
  
  HNK
  
  IM-LC
  
  II051506C5EBBNXX
  
  HONWELL UNION
  INTERNATIONAL
  
  USD
  
  1
  
  266,211.86
  
  266,211.867/10/2006
  
  IC604818H
  
  HNK
  
  IM-LC
  
  II052406D9C6BNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  208,292.61
  
  208,292.617/11/2006
  
  IC604345H
  
  HNK
  
  IM-LC
  
  II051506C5E7BNXX
  
  JINAN MEIDE CASTING CO
  LTD.
  
  USD
  
  1
  
  146,249.84
  
  146,249.847/12/2006
  
  IC601308H
  
  HNK
  
  ACCPT
  
  II0309063BFCBNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  146,306.04
  
  146,306.047/14/2006
  
  IC604820H
  
  HNK
  
  IM-LC
  
  II052406D9CEBNXX
  
  PACIFIC USA CORPORATION
  
  USD
  
  1
  
  106,686.02
  
  106,686.027/17/2006
  
  IC604819H
  
  HNK
  
  IM-LC
  
  II052406D9CDBNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  369,642.43
  
  369,642.437/17/2006
  
  IC601747H
  
  HNK
  
  ACCPT
  
  II032106565BBNXX
  
  WEI SONG LAMP CO
  
  USD
  
  1
  
  19,282.86
  
  19,282.867/20/2006
  
  IC604817H
  
  HNK
  
  IM-LC
  
  II052496D9B8BNXX
  
  ROYAL H AND G PRODUCTS
  CORP
  
  USD
  
  1
  
  30,371.24
  
  30,371.247/24/2006
  
  IC602909H
  
  HNK
  
  ACCPT
  
  II0414068A44BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  114,489.23
  
  114,489.237/24/2006
  
  IC602907H
  
  HNK
  
  ACCPT
  
  II0414068A3DBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  101,776.13
  
  101,776.137/24/2006
  
  IC603819H
  
  HNK
  
  ACCPT
  
  II0418068E4FBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  69,104.41
  
  69,104.417/24/2006
  
  IC602905H
  
  HNK
  
  ACCPT
  
  II0414068AJBBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  37,979.97
  
  37,979.977/26/2006
  
  IC602909H
  
  HNK
  
  ACCPT
  
  II0414068A44BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  29,174.10
  
  29,174.10


7/31/2006
  
  IC595013H
  
  HNK
  
  ACCPT
  
  II12130589B6BNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  18,789.60
  
  18,789.608/1/2006
  
  IC603538H
  
  HNK
  
  ACCPT
  
  II042806A79BBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  186,078.03
  
  186,078.038/1/2006
  
  IC603541H
  
  HNK
  
  ACCPT
  
  II042806A7A4BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  57,176.57
  
  57,176.578/1/2006
  
  IC603540H
  
  HNK
  
  ACCPT
  
  II042806A7A0BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  41,326.29
  
  41,326.298/2/2006
  
  IC601782H
  
  HNK
  
  ACCPT
  
  II03220658A4BNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  29,948.00
  
  29,948.008/2/2006
  
  IC500664S
  
  HNK
  
  ACCPT
  
  II020806FD3ABNXX
  
  VALVOSANITARIA BUGATTI
  SPA
  
  USD
  
  1
  
  28,451.84
  
  28,451.848/7/2006
  
  IC604341H
  
  HNK
  
  ACCPT
  
  II03130645B2BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  17,914.95
  
  17,914.958/8/2006
  
  IC603543H
  
  HNK
  
  ACCPT
  
  II042806A7A9BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  57,417.56
  
  57,417.568/8/2006
  
  IC602905H
  
  HNK
  
  ACCPT
  
  II0414068A3BBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  36,394.48
  
  36,394.488/8/2006
  
  IC603539H
  
  HNK
  
  ACCPT
  
  II042806A79EBNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  28,599.79
  
  28,599.798/8/2006
  
  IC602911H
  
  HNK
  
  ACCPT
  
  II0414068A4FBNXX
  
  WEI SONG LAMP CO
  
  USD
  
  1
  
  18,730.63
  
  18,730.638/8/2006
  
  IC604341H
  
  HNK
  
  ACCPT
  
  II051596C5B2BNXX
  
  TAIWAN MAIN FINE
  INTERNATION
  
  USD
  
  1
  
  18,653.85
  
  18,653.858/10/2006
  
  IC509671S
  
  HNK
  
  ACCPT
  
  II020806FD55BNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  292,205.04
  
  292,205.048/21/2006
  
  IC602901H
  
  HNK
  
  ACCPT
  
  II0414068A30BNXX
  
  SHENZHEN GLOBE UNION
  INDUS
  
  USD
  
  1
  
  282,020.08
  
  282,020.08Appl. Name Total:
  
  
  
  
  
  
  
  5,832,487.11


Applicant
name:  BARNETT INC - US ISSUANCE  Expiry
  Dt 
  / Maturity
  
  L/C / Accpt
  Bank Ref
  
  Site
  
  Trans
  
  L/C Customer Ref
  
  Beneficiary
  
  Curr
  
  Rate
  
  Outstanding
  Amount
  
  Outstanding
  USD
  Amount5/30/2006
  
  5957785
  
  USA
  
  DFRD
  
  II012506E183BNXX
  
  SUNCO
  
  USD
  
  1
  
  35,808.05
  
  35,808.055/30/2006
  
  5957991
  
  USA
  
  DFRD
  
  II012506E181BNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  30,159.84
  
  30,159.846/4/2006
  
  IC015697U
  
  USA
  
  IM-LC
  
  II0418068E59BNXX
  
  GRANDLITE INTL CORP
  
  USD
  
  1
  
  24,029.55
  
  24,029.556/12/2006
  
  5958307
  
  USA
  
  DFRD
  
  II021706120BBNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  67,051.10
  
  67,051.106/12/2006
  
  5958268
  
  USA
  
  DFRD
  
  II0217061200BNXX
  
  SUNCO
  
  USD
  
  1
  
  33,683.90
  
  33,683.906/12/2006
  
  IC015686U
  
  USA
  
  IM-LC
  
  II0414068A35BNXX
  
  SUNCO
  
  USD
  
  1
  
  423.95
  
  423.956/13/2006
  
  5958466
  
  USA
  
  DFRD
  
  II0309063BC9BNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  31,676.95
  
  31,676.956/15/2006
  
  IC015796U
  
  USA
  
  IM-LC
  
  II042806A78EBNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  67,729.76
  
  67,729.766/15/2006
  
  IC015797U
  
  USA
  
  IM-LC
  
  II042806A79EBNXX
  
  GRANDLITE INTL CORP
  
  USD
  
  1
  
  34,520.37
  
  34,520.376/19/2006
  
  5958401
  
  USA
  
  DFRD
  
  II0217061200BNXX
  
  SUNCO
  
  USD
  
  1
  
  32,850.90
  
  32,850.90


6/26/2006
  
  5958527
  
  USA
  
  DFRD
  
  II0217061200BNXX
  
  SUNCO
  
  USD
  
  1
  
  31,774.64
  
  31,774.646/26/2006
  
  5958930
  
  USA
  
  DFRD
  
  II0217061200BNXX
  
  SUNCO
  
  USD
  
  1
  
  30,296.15
  
  30,296.157/3/2006
  
  5958766
  
  USA
  
  DFRD
  
  II0321065A1BNXX
  
  SUNCO
  
  USD
  
  1
  
  31,607.18
  
  31,607.187/5/2006
  
  IC015869U
  
  USA
  
  IM-LC
  
  II050506B4D7BNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  155,863.67
  
  155,863.677/5/2006
  
  IC015862U
  
  USA
  
  IM-LC
  
  II050506B46CBNXX
  
  SUNCO
  
  USD
  
  1
  
  23,039.72
  
  23,039.727/10/2006
  
  5959050
  
  USA
  
  DFRD
  
  II0414068ASEBNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  41,331.80
  
  41,331.807/10/2006
  
  5959085
  
  USA
  
  DFRD
  
  II0321065A1BNXX
  
  SUNCO
  
  USD
  
  1
  
  33,876.86
  
  33,876.867/10/2006
  
  5959049
  
  USA
  
  DFRD
  
  II0414068A2EBNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  31,592.81
  
  31,592.817/10/2006
  
  5959829
  
  USA
  
  DFRD
  
  II0414068A2EBNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  31,036.50
  
  31,036.507/12/2006
  
  IC016040U
  
  USA
  
  IM-LC
  
  II052406D9CFBNXX
  
  SUNCO
  
  USD
  
  1
  
  31,532.73
  
  31,532.737/15/2006
  
  IC016038U
  
  USA
  
  IM-LC
  
  II052496D9B5BNXX
  
  WHITEROCK CORPORATION
  USA
  
  USD
  
  1
  
  71,041.53
  
  71,041.537/20/2006
  
  IC015867U
  
  USA
  
  IM-LC
  
  II050506B4B6BNXX
  
  GMS INDUSTRIES, INC.
  
  USD
  
  1
  
  108,519.87
  
  108,519.877/20/2006
  
  5959287
  
  USA
  
  DFRD
  
  II0414068A35BNXX
  
  SUNCO
  
  USD
  
  1
  
  10,419.37
  
  10,419.377/26/2006
  
  5959475
  
  USA
  
  DFRD
  
  II0414068A35BNXX
  
  SUNCO
  
  USD
  
  1
  
  10,778.25
  
  10,778.25Appl. Name Total:
  
  
  
  
  
  
  
  1,000,645.45  Applicant name:  U.S. LOCK CORP.  Expiry
  Dt 
  / Maturity
  
  L/C / Accpt
  Bank Ref
  
  Site
  
  Trans
  
  L/C Customer Ref
  
  Beneficiary
  
  Curr
  
  Rate
  
  Outstanding
  Amount
  
  Outstanding
  USD
  Amount5/30/2006
  
  IC015668U
  
  USA
  
  IM-LC
  
  II0414068A49BNXX
  
  PACIFIC USA CORP
  
  USD
  
  1
  
  217,290.30
  
  217,290.30Appl. Name Total:
  
  
  
  
  
  
  
  217,290.30


Applicant
name:  U.S. LOCK CORP.  Expiry
  Dt
  / Maturity
  
  L/C / Accpt
  Bank Ref
  
  Site
  
  Trans
  
  L/C Customer Ref
  
  Beneficiary
  
  Curr
  
  Rate
  
  Outstanding
  Amount
  
  Outstanding
  USD
  Amount6/19/2006
  
  IC603535H
  
  HNK
  
  IM-LC
  
  II042806A792BNXX
  
  TONG LUNG METAL
  INDUSTRY C
  
  USD
  
  1
  
  137,079.26
  
  137,079.267/17/2006
  
  IC602903H
  
  HNK
  
  ACCPT
  
  II0414068A37BNXX
  
  MYUNG DO CO LTD.
  
  USD
  
  1
  
  10,276.80
  
  10,276.80Appl. Name Total:
  
  
  
  
  
  
  
  147,356.06  BANK
OF AMERICA  Transaction
  Type
  
  Customer Reference
  
  Bank Reference
  
  Sequence
  
  Status
  
  Amount
  
  Expiry or
  Value DateImport L/C Application
  
  5191594
  
  5191594
  
  0
  
  Processed
  
  31335.55
  
  13
  Jul 2006Import L/C Application
  
  TD605500089004-6
  
  TD605500089004-6
  
  0
  
  Processed
  
  52767.48
  
  13
  Jul 2006Import L/C Application
  
  TD605500089002-6
  
  TD605500089002-6
  
  0
  
  Processed
  
  31603.80
  
  30
  Jun 2006Import L/C Application
  
  TD605500089003-6
  
  TD605500089003-6
  
  0
  
  Processed
  
  25712.12
  
  15
  Jul 2006Import L/C Application
  
  5191593
  
  5191593
  
  0
  
  Processed
  
  31778.04
  
  03
  Jul 2006173196.99


SCHEDULE 3.05 to Credit Agreement  REAL
PROPERTY  I.
Interline Brands, Inc.  Mailing Address
  
  Owned/Leased3901 W. Buckeye Road
  
  LeasedPhoenix, Arizona 85009300 Delaware Avenue,
  Suite 900
  
  LeasedWilmington, Delaware 198016875C Best Friend Road,
  Suite 100
  
  LeasedDoraville, Georgia 303408869D Greenwood Place
  
  LeasedSavage, Maryland 20763138 Alexandra Way
  
  LeasedCarol Stream, Illinois
  601884650 Lake Forest Drive,
  Suite 400
  
  LeasedCincinnati, Ohio 45242Roberts 270 Industrial
  Park
  
  Leased2375 International StreetColumbus, Ohio 4322813450 Smith Road
  
  LeasedAurora, Colorado 8001123975 Research Drive
  
  LeasedFarmington Hills, Michigan
  483358707 North By N.E.
  Boulevard, No. 100
  
  LeasedFishers, Indiana 46038;
  and8707 North By N.E.
  Boulevard, No. 300
  
  LeasedFishers, Indiana 4603816107 Commerce WayCerritos, California 90703
  
  Leased


Mailing Address
  
  Owned/Leased3901 S.W. 30th Avenue
  
  LeasedHollywood, Florida 333121930 Commerce Oak Avenue
  
  LeasedOrlando, Florida 32808804 East Gate Drive
  
  LeasedMount Laurel, New Jersey
  080547350 Kyrene Road,
  Suite 104
  
  LeasedTempe, Arizona 85283280 Leetsdale Industrial
  Drive
  
  LeasedLeetsdale, Pennsylvania
  150564740 Perrin Creek,
  Suite 400
  
  LeasedSan Antonio, Texas 782178717 Complex Drive
  
  LeasedSan Diego, California
  9212326312 Corporate Road
  
  LeasedHayward, California 945451147 Andover Park West
  
  LeasedSeattle, Washington 98188;
  and1149 Andover Park West
  
  LeasedSeattle, Washington 981888461 Mid County Industrial
  Drive
  
  LeasedSt. Louis, Missouri 631141841 Massaro Boulevard
  
  LeasedTampa, Florida 33619303 Harper Drive
  Moorestown,
  
  LeasedNew Jersey 080571595 Bathgate Avenue
  
  LeasedBronx, New York 104572701 Eugenia Avenue
  
  LeasedNashville, Tennessee 37211Leased


Mailing Address
  
  Owned/Leased1012 Wilso Drive Bldg. D
  
  LeasedBaltimore, Maryland 21223480 28th Street
  
  LeasedBirmingham, Alabama 3520340 A Ballard Street
  
  LeasedWorcester, Massachusetts
  016074392 Broadway Depew Ind.
  Pk.
  
  LeasedDepew, New York 140437010-A Reames Road
  
  LeasedCharlotte, North Carolina
  28216225 Larkin Drive,
  Suite 8
  
  LeasedWheeling, Illinois 600904721 West 135th Street
  
  LeasedCrestwood, Illinois 6044510390 Shady Trail,
  Suite 108
  
  LeasedDallas, Texas 752204725 Leyden Street, Unit B
  
  LeasedDenver, Colorado 8021632713 Schoolcraft Road
  #109
  
  LeasedLivonia, Michigan 481507145 Industrial Ave.
  Rear
  
  LeasedEl Paso, Texas 79915301 North Beach Street
  
  LeasedFort Worth, Texas 761117110 Old Katy Road
  
  LeasedHouston, Texas 770243333 Lenox Avenue
  
  LeasedJacksonville, Florida
  3225414912 West 101st Terrace
  
  LeasedLenexa, Kansas 66215


Mailing Address
  
  Owned/Leased4031 Industrial Center
  Drive #701
  
  LeasedNorth Las Vegas, Nevada
  890301560 Archibald Avenue
  
  LeasedOntario, California 917614829 Jennings Lane
  
  LeasedLouisville, Kentucky 402183640 Contract Drive
  
  LeasedMemphis, Tennessee 381185445 N.W. 161st Street
  
  LeasedMiami, Florida 3301412855 West Silver Spring
  Drive
  
  LeasedButler, Wisconsin 5300750 Teledyne Place
  
  LeasedLaVergne, Tennessee 3708660 I Edwards Avenue,
  Suite B
  
  LeasedHarahan, Louisiana 70123IS Riverside Drive
  
  LeasedPine Brook, New Jersey
  070584130 Will Rogers Parkway
  
  LeasedOklahoma City, Oklahoma
  731081526 Grundys Lane
  
  LeasedBristol, Pennsylvania
  190072900 New Beaver Avenue
  
  LeasedPittsburgh, Pennsylvania
  15233Calle C Lot 3 Corujo Ind.
  Park
  
  LeasedHato Tejas, Puerto Rico
  009565604 Charles City Circle
  
  LeasedRichmond, Virginia 23231840 North 10th Street
  
  LeasedSacramento, California
  95814


Mailing Address
  
  Owned/Leased801 W. Bay Street
  
  OwnedJacksonville, Florida
  3220477 Rodeo Drive
  
  OwnedBrentwood, New York 11717Owned3114 N. Great Southwest
  Parkway, Suite 100
  
  LeasedGrand Prairie, Texas
  75050; and3115 N. Great Southwest
  Parkway, Suite 100
  
  LeasedGrand Prairie, Texas 750505351 Ramona Blvd.
  
  LeasedJacksonville, Florida
  3220510500 Bluegrass Parkway
  
  LeasedJeffersontown, Kentucky
  40299531 Central Park Ave.
  
  LeasedScarsdale, New York 105831800 Research Drive
  
  OwnedLouisville, Kentucky 402991135 N. Service Road
  
  LeasedOakville, Ontario L6H1A711414 119th Street
  
  LeasedEdmonton, Alberta T562X61307 National Cemetery
  Road
  
  LeasedFlorence, South Carolina
  29506931 Zerega Avenue
  
  LeasedBronx, New York 10473  II. Wilmar Financial, Inc.  Mailing Address
  
  Owned/Leased300 Delaware Avenue,
  Suite 900
  
  LeasedWilmington, DE 19801


III. Wilmar Holdings, Inc.  Mailing Address
  
  Owned/Leased300 Delaware Avenue,
  Suite 900
  
  LeasedWilmington, DE 19801  IV.
Glenwood Acquisition LLC  None.


SCHEDULE 3.06 to Credit Agreement  DISCLOSED MATTERS  None.


SCHEDULE 3.12 to Credit Agreement  SUBSIDIARIES  Name
  
  Ownership Interest of
  BorrowerWilmar Financial, Inc. (Subsidiary Loan
  Party)
  
  100
  %Wilmar Holdings, Inc. (Subsidiary Loan Party)
  
  100
  %Glenwood Acquisition LLC (Subsidiary Loan Party)
  
  100
  %Sexauer Ltd.
  
  100
  %Barnett of the Caribbean Inc.
  
  100
  %


SCHEDULE 3.13 to Credit Agreement  INSURANCE  Type
  
  Coverage
  
  Insurance Carrier
  
  Policy No.Property
  
  Loss
  Limit:
  
  $
  50,000,000
  
  St.
  Paul Fire & Marine
  
  144SP1586Accounts
  Receivable
  
  $
  1,000,000Building
  Ordinance or Law:
  
  $
  1,000,000Contingent
  Business Interruption:
  
  $
  25,000Earthquake
  excluding location in CA, HI, PR, AK, New Madrid, Pacific NW:
  
  $
  10,000,000Fine
  Arts (aggregate):
  
  $
  50,000Flood
  Zones, A, B, V, Shaded X and in Florida:
  
  $
  10,000,000Newly
  Acquired Real & Business Personal Property:
  
  $
  1,000,000Pollutant
  Clean Up:
  
  $
  25,000Property
  in Transit:
  
  $
  25,000Service
  Interruption excluding Locations in CA, HI, PR, AK, New Madrid, Pacific NW:
  
  $
  1,000,000Unnamed
  Locations:
  
  $
  500,000Valuable
  Papers:
  
  $
  1,000,000DeductibleProperty
  Damage:
  
  $
  100,000Property
  in Transit/Fine Arts:
  
  $
  10,000Flood
  (Per occurance):
  
  $
  100,000Earthquake
  (Per occurance):
  
  $
  100,000Wind
  in Florida, Tier 1


Type
  
  Coverage
  
  Insurance Carrier
  
  Policy No.and Houston Locations:
  
  5%
  of TIV, noless
  than$
  250,000Boiler & Machinery
  
  Property Damage:
  
  $
  50,000,000
  
  Zurich American Insurance Company
  
  BM 9307250-00Expediting Expense:
  
  $
  100,000Spoilage Damage:
  
  $
  100,000Utility Interruption:
  
  $
  1,000,000Ammonia Contamination:
  
  $
  100,000Water Damage:
  
  $
  100,000Hazardous Substances:
  
  $
  100,000Deductible:
  
  $
  5,000General LiabilityGeneral
  
  
  
  Hartford
  
  10UENUU7863Each Occurrence:
  
  $
  1,000,000General Aggregate:
  
  $
  2,000,000Products/Completed
  Operations Aggregate:
  
  $
  2,000,000Personal & Advertising
  Injury:
  
  $
  1,000,000Fire Legal Liability:
  
  $
  300,000Medical Expenses Per
  Person:
  
  $
  10,000Employee Benefits Liability
  Aggregate:
  
  $
  1,000,000Employee Benefits Liability
  Per Claim:
  
  $
  1,000,000Deductible:
  
  $
  1,000


Type
  
  Coverage
  
  
  
  Insurance Carrier
  
  Policy No.Automobile Liability
  
  Combined Single Limit:
  
  $
  3,000,000
  
  Royal and Sun Alliance
  
  P2TT468042 (All states
  except MA and TX),Personal Injury
  Protection:
  
  Statutory
  MinimumMedical payments Per
  Person:
  
  $
  5,000Uninsured Motorists:
  
  $
  1,000,000
  
  
  
  P2TW464711 (MA only),Underinsured Motorists:
  
  $
  1,000,000P2TT 468043 (TX only)Workers Compensation
  
  Employers Liability each Occurrence:
  
  
  
  Royal Indemnity
  
  R2TO464707 (Deductible
  Program Policy) R2AP002896 (Retro Program Policy: WI, OR, HI) R21J000607
  (Foreign Voluntary Policy)Employers Liability
  Disease
  
  $
  500,000Aggregate:
  
  $
  500,000Employers Liability each Employee:
  
  $
  500,000Deductible:
  
  $
  250,000Umbrella Liability
  
  Each Occurrence:
  
  $
  25,000,000
  
  The St. Paul Company
  
  QKO9000045Products/Complete
  Operations-Annual Aggregate:
  
  $
  25,000,000Other -Annual Aggregate:
  
  $
  25,000,000Excess Liability
  
  Each Occurrence:
  
  $
  25,000,000
  
  Ohio Casualty
  
  ECO03 52897407General Aggregate:
  
  $
  25,000,000Products/Completed
  Operations:
  
  $
  25,000,000Puerto Rico Liability and
  Property
  
  Commercial General
  Liability
  
  
  
  Seguros Triple-S, Inc.
  
  30-CPP-0020243-1/001General Aggregate:
  
  $
  1,000,000


Type
  
  Coverage
  
  Insurance Carrier
  
  Policy No.Premises
  Operations &Products Completed:
  
  $
  1,000,000Personal Injury and
  AdvertisingInjury:
  
  $
  1,000,000Each Occurrence:
  
  $
  1,000,000Fire Damage Legal Liability:
  
  $
  50,000Medical Expense Limit:
  
  $
  5,000Employee Benefits
  Liability Each Claim:
  
  $
  1,000,000Employee Benefits
  Liability Aggregate:
  
  $
  1,000,000Property CoveragesBusiness Personal Property:
  
  $
  1,4000,000Business Income withExtra
  Expense:
  
  $
  200,000


SCHEDULE 6.01 to Credit Agreement  EXISTING INDEBTEDNESS  None.


SCHEDULE 6.02 to Credit Agreement  EXISTING LIENS  None.


SCHEDULE 6.04 to Credit Agreement  EXISTING INVESTMENTS  1.Investment in Buyers Access
LLC in the amount of $3,275,000 by Glenwood Acquisition LLC.


SCHEDULE 6.09 to Credit Agreement  TRANSACTIONS WITH AFFILIATES  1.Shareholders Agreement


SCHEDULE 6.10 to Credit Agreement  EXISTING RESTRICTIONS  1.4% Nonrecourse Subordinated
Promissory Note made by Glenwood Acquisition LLC in favor of AIMCO/NHP Holdings, Inc.
in the original principal amount of $3,275,000.(2)  2.Purchase and Contribution
Agreement, dated as of April 16, 2003, by and among Apartment Investment
and Management Company, AIMCO/NHP Holdings, Inc., Interline Brands, Inc.,
Glenwood Acquisition LLC and Buyers Access LLC.  3.Limited Liability Company
Agreement, dated April 16, 2003, by and among James M. Sweeney, AIMCO/NHP
Holdings, Inc., Glenwood Acquisition LLC and Buyers Access LLC.  4.Pledge Agreement by and
among Glenwood Acquisition LLC and AIMCO/NHP Holdings, Inc.


EXHIBIT A  [FORM OF]  ASSIGNMENT AND ASSUMPTION  This
Assignment and Assumption (the Assignment and Assumption) is dated as
of the date set forth below (the Effective Date) and is entered into
by and between the Assignor (as defined below) and the Assignee (as defined
below). Capitalized terms used in this Assignment and Assumption and not
otherwise defined herein have the meanings specified in the Credit Agreement
dated as of June 23, 2006, (as amended, supplemented or otherwise modified
from time to time and in effect on the date hereof, the Credit Agreement),
among Interline Brands, Inc., a Delaware corporation, Interline Brands, Inc.,
a New Jersey corporation (the Company), the Lenders party thereto,
JPMorgan Chase Bank, N.A., a New York banking corporation, as Administrative
Agent (in such capacity, the Administrative Agent), Lehman Commercial
Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A.,
SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents.  Receipt of a copy of the Credit Agreement is
hereby acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.  For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all the Assignors rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the facility
identified below (including any Letters of Credit or Swingline Loans included
in such facility) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the Assigned Interest). Such sale
and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by the Assignor.  1.             Assignor (the Assignor):  2.             Assignee (the Assignee):


3.             Assigned Interest:  PercentageAggregate Amount of
  
  Amount of
  
  Assigned ofCommitment/Loans of
  
  Commitment/Loans
  
  Commitment/Class of Loan
  
  all Lenders
  
  Assigned
  
  Loans(1)Revolving Loan
  
  $
  
  
  $
  
  
  
  %Term Loan
  
  $
  
  
  $
  
  
  
  %  Effective
Date:                           ,
20    [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR].  
 (1)Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.  2


The
terms set forth in this Assignment and Assumption are hereby agreed to:  [NAME OF ASSIGNOR], as
  Assignor,byName:Title:[NAME OF ASSIGNEE], as
  Assignee,byName:Title:  3


[Consented to and](2) Accepted:JPMORGAN CHASE BANK, N.A.,as Administrative Agent,byName:Title:[Consented to:INTERLINE BRANDS, INC., a New Jersey corporation,byName:Title:](3)[Consented to:JPMORGAN CHASE BANK, N.A.,as Swingline Lender,byName:Title:](4)  
 (2)To the extent required by the Credit
Agreement.  (3)  To the extent
required by the Credit Agreement.  (4)  To the extent
required by the Credit Agreement.  4


[Consented to:[ISSUING BANKS]as Issuing Banks,byName:Title:](5)  
 (5)To the extent required by the Credit
Agreement.  5


ANNEX 1  CREDIT AGREEMENT(1)  STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION  1.  Representations and Warranties.  1.1  Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim created by the Assignor and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.  1.2.  Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements referred to in Section 3.04 of the Credit Agreement or delivered
pursuant to Section 5.01 of the Credit Agreement, and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and (v) if it is a  
 (1)Capitalized terms used in this
Assignment and Assumption and not otherwise defined herein have the meanings
specified in the Credit Agreement dated as of June [23], 2006 (as amended,
supplemented or otherwise modified from time to time and in effect on the date
hereof, the Credit Agreement), among Interline Brands, Inc., a
Delaware corporation (Holdings), Interline Brands, Inc., a New
Jersey corporation (the Borrower), the Lenders party thereto, JPMorgan
Chase Bank, N.A., a New York banking corporation, as administrative agent (in
such capacity, the Administrative Agent), Lehman Commercial Paper
Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust
Bank and Wachovia Bank, N.A., as Co-Documentation Agents.


Foreign Lender, attached to
this Assignment and Assumption is any documentation required to be delivered by
it pursuant to Section 2.17(e) of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.  2.  Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective
Date.  3.  General Provisions.  This Assignment and Assumption shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.  Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by facsimile or other
electronic transmission shall be as effective as delivery of a manually
executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be
construed in accordance with and governed by the law of the State of New York.  2


EXHIBIT B  [FORM OF]  BORROWING REQUEST  JPMorgan Chase Bank, N.A.,
as Administrative Agent for the Lenders referred to below, 270 Park Avenue New York, NY 10017  Attention of Agency Group  [Date]  Ladies and Gentlemen:  The
undersigned, Interline Brands, Inc., a New Jersey corporation (the Borrower),
refers to the Credit Agreement dated as of June 23, 2006 (as amended, supplemented
or otherwise modified from time to time, the Credit Agreement), among
Interline Brands, Inc., a Delaware corporation, the Borrower, the Lenders
party thereto, JPMorgan Chase Bank, N.A., a New York banking corporation, as
Administrative Agent (in such capacity, the Administrative Agent),
Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of
America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation
Agents.  Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement.  The Borrower
hereby gives you notice pursuant to Section 2.03 of the Credit Agreement
that it requests a Borrowing under the Credit Agreement, and in that connection
sets forth below the terms on which such Borrowing is requested to be made:  (A)
  Date
  of Borrowing(which is a Business Day)(B)
  Principal Amount of
  Borrowing(C)
  Class of Borrowing(D)
  Type
  of Borrowing (1)(E)
  Interest Period and the
  last day thereof (2)  
 (1)Specify Eurodollar Borrowing or ABR
Borrowing.


(F)Funds are
requested to be disbursed to the Borrowers account as follows (Account No.                                                                        ).  (G)Amount to be
used to finance Permitted Acquisitions(3)  The
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that, on the date of this Borrowing Request and on the date of the
related Borrowing, the conditions to lending specified in Section 4.03 of
the Credit Agreement have been satisfied.  INTERLINE BRANDS, INC., a
  New Jersey corporation,byName:Title: [Responsible
  Officer]  
 (2)Which shall be subject to the definition
of Interest Period and the proviso to Section 2.03(v) of the Credit
Agreement and end not later than the Revolving Maturity Date or the Term Loan
Maturity Date, as applicable (applicable for Eurodollar Borrowings only).  (3)If a Revolving Borrowing, indicate amount
that will be used to finance Permitted Acquisitions as well as the aggregate
principal amount of outstanding Revolving Loans used to finance Permitted
Acquisitions, after giving effect to this Borrowing.  2


EXHIBIT C  [FORM OF]  INTEREST ELECTION REQUEST  JPMorgan
Chase Bank, N.A., as
Administrative Agent 270
Park Avenue New
York, NY 10017  Attention
of Agency Services Group  [Date]  Dear
Sirs:  Reference
is made to the Credit Agreement dated as of June 23, 2006 (as amended and
in effect on the date hereof, the Credit Agreement), among Interline
Brands, Inc., a Delaware corporation, the undersigned, as Borrower, the
Lenders party thereto, JPMorgan Chase Bank, N.A., a New York banking
corporation, as Administrative Agent (in such capacity, the Administrative
Agent), Lehman Commercial Paper Inc., as Syndication Agent, and Credit
Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as
Co-Documentation Agents.  Terms defined
in the Credit Agreement are used herein with the same meanings.  This notice constitutes an Interest Election
Request, and the Borrower hereby requests the conversion or continuation of a
Borrowing under the Credit Agreement, and in that connection the Borrower
specifies the following information with respect to the Borrowing to be
converted or continued as requested hereby:  (A)
  Borrowing to which this
  request applies(1) :(B)
  Principal amount of the
  Borrowing to be converted/continued:(C)
  Effective date of election
  (which is a Business Day):(D)
  Interest rate basis of
  resulting Borrowing(2) :(E)
  Interest Period of
  resulting Borrowing(3) :  
 (1)Specify
existing Class, Type and last day of current Interest Period.  If different options are being elected with
respect to different portions of the Borrowing use separate form for each
portion.  (2)Eurodollar
Borrowing or ABR Borrowing.


Very truly yours,INTERLINE BRANDS, INC., a
  New Jersey corporation,By:Name:Title:  
 (3)If a
Eurodollar Borrowing, the Borrower must comply with the definition of Interest
Period and the proviso to Section 2.03(v) of the Credit Agreement.  2


EXHIBIT
D-1  June 23,
2006  To the
Lenders party to the
Credit Agreement referred
to below and JPMorgan Chase
Bank, N.A., as Administrative Agent  Ladies
and Gentlemen:  We have acted as special counsel to Interline Brands, Inc.,
a New Jersey corporation (the Borrower), Interline Brands, Inc., a
Delaware corporation (Holdings), and each subsidiary of the Borrower, the
name and jurisdiction of organization of which are set forth on Schedule 1 to
this letter (the Delaware Subsidiaries and, together with the Borrower and
Holdings, the Principal Parties), in connection withtheCredit Agreement(the Credit Agreement),
dated as of June 23, 2006, by and among Holdings,the Borrower,
the lenders party thereto from time to time (the Lenders), JPMorgan Chase
Bank, N.A., a national banking association, as Administrative Agent (the Agent),
and Lehman Commercial Paper, Inc., as Syndication Agent.  This opinion is being furnished to you at the
request of the Borrower and


Holdings as provided in Section 4.01of
the Credit Agreement.  Capitalized
terms used herein and not otherwise defined have the respective meanings given
those terms in the Credit Agreement.  In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents, each dated as of the date of this opinionexcept as otherwise noted(collectively, the Documents):  1.the CreditAgreement;  2.the Notes issued on the date hereof; and  3.the Collateral Agreement.  In addition, we have examined:  (i) those corporate or limited liability
company records of Holdings and the Delaware Subsidiaries (collectively, the Delaware
Parties) that we have considered appropriate, including copies of the
certificate of incorporation and by-laws or limited liability company agreement
and certificate of formation, as the case may be, of each Delaware Party
certified by it as in effect on the date of this letter (collectively, the Charter
Documents) and copies of resolutions of the board of directors or member
consents, as the case may be, of each Delaware Party certified by it; and (ii) those
other certificates, agreements and documents that we deemed relevant and necessary
as a basis for our opinion.  We have also
relied upon the factual matters contained in the representations and warranties
of the Principal Parties made in the Documents and upon certificates of public
officials and the Principal Parties.  In our examination of the documents referred to
above, we have assumed, without independent investigation, the genuineness of
all signatures, the legal capacity of  2


all individuals who have executed any of the documents reviewed by us,
the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of the latter documents and that the statements regarding
matters of fact in the certificates, records, agreements, instruments and
documents that we have examined are accurate and complete.  We have also assumed, without independent investigation,
the enforceability of the Documents against each party other than the Principal
Parties.  In addition, in the case of the Borrower, we have
assumed, without independent investigation, that (i) the Borrower is
validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) the Borrower has all necessary corporatepower and authority to execute, deliver and perform its obligations
under each Document to which it is a party, (iii) the execution, delivery
and performance of each Documentto
which it is a partyhave been duly authorized by all necessary
corporateaction and do not violate
its charter or other organizational documents or the laws of its jurisdiction
of organization and (iv) each Documentto
which it is a partyhas been duly executed and delivered by it under the
laws of its jurisdiction of organization.  Whenever we indicate that our opinion is based upon
our knowledge or words of similar import our opinion is intended to indicate
that those attorneys in this firm responsible for preparing this opinion (Opinion
Preparers) have no actual knowledge of the inaccuracy of such statement, after
consultation with such other attorneys in the firm as the Opinion Preparers
considered appropriate, including all of the attorneys in this firm who are
representing the Borrower in connection with the Credit  3


Agreement, and review of such documents in their possession which the
Opinion Preparers after such consultation considered appropriate, but without
any additional or independent investigation or verification.  Based upon the foregoing, and subject to the
assumptions, exceptions and qualifications stated below, we are of the opinion
that:  1.Each of Holdings, Wilmar Financial, Inc. and Wilmar
Holdings, Inc. is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.  Glenwood Acquisition LLC is a limited
liability company duly formed, validly existing and in good standing under the
laws of the State of Delaware.  Based
solely on certificates of public officials in the respective jurisdictions
delivered to you by the Borrower, the Borrower is duly qualified to do business
in each of the jurisdictions listed on Schedule 2 hereto.  2.Each Delaware Party has all necessary corporate or limited
liability company power and authority, as the case may be, to execute,deliverandperform its obligations under each Document to which it is a
party.  The
execution,deliveryandperformance
by each Delaware Party of each Document to which it is a party have been duly
authorized by all necessary corporate or limited liability company action, as
the case may be, on the part of such Delaware Party and do not violate its
Charter Documents.  3.Each of the Documentshas been duly executed and delivered by each Principal Party
which is a party to it.  Each Document
constitutes the legal, valid and binding obligation of each Principal Party
which is a party to it, enforceable against that Principal Party in accordance
with its terms.  4


4.The execution and delivery by each Principal Party of each
of the Documents to which it is a party, and the performance by such Principal
Party of its obligations under the Documents, do not (i) violate any
Covered Law (as defined below) (including Regulations U or X of the Board
of Governors of the Federal Reserve System of the United States), (ii) violate
any order, writ, injunction or decree of which we have knowledge of any
Governmental Authority binding upon such Principal Party or to which such
Principal Party is subject, (iii) breach or result in a default under any
agreement or instrument listed on Schedule 3 to which such Principal Party is a
party or by which such Principal Party is bound, or (iv) result in the
creation or imposition of any Lien upon any of the assets of such Principal
Party under the terms of any such agreement or instrument (except for Liens in
favor of the Agent for the benefit of the Lenders contemplated by the
Documents).  5.Except for filings which are necessary to perfect the
security interests granted under the Documents and any other filings,
authorizations or approvals as are specifically provided for in the Documents,
no authorizations or approvals of, and no filings with, any Governmental
Authority are necessary under any Covered Law for the execution,delivery
andperformance by any Principal Party of the Documents to which it is a party.  6.None of the Principal Parties is required to be registered
as an investment company within the meaning of the Investment Company Act of
1940, as amended.  7.After giving effect to the Loans made and the Letters of
Credit issued or deemed issued on the date hereof, and assuming that the Agent
has, at the date  5


of
this letter, possession of the certificates representing the capital stock of
the Principal Parties listed on Schedule 2 to the Collateral Agreement (the Pledged
Stock) in the State of New York, together with related stock powers which have
been duly executed in blank by the Principal Party which owns such Pledged
Stock, and maintains continuous possession of the Pledged Stock and stock
powers in the State of New York, the Agent has a valid and perfected security
interest, for the benefit of the Lenders and the Agent, to secure the
Obligations (as defined in the Collateral Agreement), in all right, title and
interest of the applicable Principal Party in and to the Pledged Stock owned by
it (the Pledged Stock Security Interest). 
Assuming that, on the date of this letter, the Lenders and the Agent do
not have notice of any adverse claim to the Pledged Stock, the Pledged Stock
Security Interest has priority over any other security interest in the Pledged
Stock which can be perfected under the Uniform Commercial Code of the State of
New York (the NY-UCC).  8.After giving effect to the Loans made and
the Letters of Credit issued or deemed issued on the date hereof, the Collateral
Agreement creates a valid security interest in favor of the Agent, for the
benefit of the Lenders and the Agent, to secure the Obligations (as defined in
the Collateral Agreement), in all right, title and interest of the Principal
Parties in and to the Collateral (as defined in the Collateral Agreement), to
the extent that Article 9 of the NY-UCC is applicable (the Security
Interest).  For each Delaware Party, the
UCC-1 financing statements attached as Exhibit A to this letter (the Principal
Financing Statements) are in appropriate form for filing and the Office of the
Secretary of State of the State of Delaware is the office in the State of
Delaware in which filings are required to perfect the Security Interest to the
extent that  6


it
can be perfected by filing under the Uniform Commercial Code of the State of
Delaware (the DE-UCC).  Assuming the
Principal Financing Statements have been duly transmitted for filing to the
Office of the Secretary of State of Delaware with the appropriate filing fees
tendered, or duly accepted for filing by that Office, then to the extent that a
security interest in the Collateral may be perfected by filing under the
DE-UCC, those filings have resulted in the perfection of the Security Interest.  9.             Assuming
that (i) the Security Interest (the IP Security Interest) in and to the
registered U.S. trademarks, the registration numbers of which are listed on
Schedule I to the Trademark Security Agreement (the Trademark Agreement),
dated as of the date hereof, among the Principal Parties party thereto and the
Agent (the Trademark Collateral), and the registered U.S. patents, the
numbers of which are listed on Schedule I to the Patent Agreement (the Patent
Agreement), dated as of the date hereof, among the Principal Parties party
thereto and the Agent (the Patent Collateral and, together with the Trademark
Collateral, the IP Collateral) is a perfected security interest under the
laws of the States in which each Principal Party is organized is organized, to
the extent that such law governs the perfection of a security interest in the
IP Collateral, (ii) that each trademark and patent that comprises the IP
Collateral is valid and is owned by the applicable Principal Party, (iii) in
the case of the Trademark Collateral, the registration of each trademark has
been duly effected and maintained in the United States Patent and Trademark
Office (the PTO) under Title 15 of the United States Code, (iv) in the
case of the Patent Collateral, the term of each patent has been duly maintained
by timely payment to the PTO of applicable maintenance fees under Title 35 of
the United States Code, and (v) each of the Trademark Agreement and the  7


Patent
Agreement is duly acknowledged by the applicable Principal Party and evidence
of each of the Trademark Agreement and the Patent Agreement is properly filed
with and recorded by the PTO, and payment is made of the required filing fees
and charges, within three months after the date of their execution, the IP
Security Interest will be a perfected security interest.  This opinion is subject to
the following assumptions, exceptions and qualifications:  (a)           The enforceability of the Documents
may be:  (i) subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors rights generally; (ii) subject to
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity); and (iii) subject to the
qualification that certain remedial provisions of the Collateral Agreement are
or may be unenforceable in whole or in part under the laws of the State of New
York, but the inclusion of such provisions does not make the remedies afforded
by the Collateral Agreement inadequate for the practical realization of the
rights and benefits purported to be provided by the Collateral Agreement except
for the economic consequences resulting from any delay imposed by, or any
procedure required by, applicable New York laws, rules, regulations and court
decisions and by constitutional requirements in and of the State of New York.  (b)           We express no opinion as to:  (i) the enforceability of any provisions
in the Collateral Agreement purporting to preserve and maintain the liability
of any Delaware Subsidiary under the Collateral Agreement despite the fact that
the guarantied debt is unenforceable due to illegality; (ii) the
enforceability of any provisions  8


contained
in the Documents that purport to establish (or may be construed to establish)
evidentiary standards; (iii) the enforceability of any provisions
contained in the Collateral Agreement that constitute waivers which are
prohibited under Section 9-602 of the NY-UCC; or (iv) the
enforceability of forum selection clauses in the federal courts.  (c)           With respect to paragraphs 7, 8, and
9, above, we express no opinion as to:  (i) any
Principal Partys right, title or interest in or to any Collateral; (ii) the
perfection and effect of perfection or non-perfection of a security interest in
the Collateral to the extent subject to any laws other than the laws of the
State of New York, in the case of paragraph 8 above, the DE-UCC or in the case
of paragraph 9 above, federal law; (iii) the perfection of security
interests in fixtures, as-extracted collateral, timber to be cut and ownership
interests in real property cooperative organizations; or (iv) the
creation, validity, perfection, priority or enforceability of any security
interest sought to be created in any items of property to the extent that a
security interest in them is excluded from the coverage of Article 9 of
the NY-UCC or the DE-UCC, except as set forth in paragraph 9 above.  With respect to paragraph 9 above, we express
no opinion as to the validity, priority or enforceability of the trademarks and
patents that comprise the IP Collateral. 
In addition, (x) except as specifically set forth in
paragraphs 7, 8, and 9 above, we express no opinion as to the perfection
of any security interest and (y) except as specifically set forth in
paragraph 7 above, we express no opinion as to the priority of any
security interest.  (d)           We wish to point out that in the case
of proceeds (as defined in Article 9 of the NY-UCC or the DE-UCC), the
continuation of perfection of  9


any
security interest in them is limited to the extent set forth in Section 9-315
of the NY-UCC or the DE-UCC, as applicable.  (e)           We call to your attention the fact
that (i) Article 9 of the DE-UCC requires the filing of continuation
statements within the period of six months prior to the expiration of each five
year period from the date of the original filing of financing statements in
order to maintain the effectiveness of the filings referred to in this opinion,
and (ii) additional filings may be necessary if any of the Delaware
Parties changes its name, identity or corporate structure or the jurisdiction
in which it is organized.  This opinion is limited to the General Corporation
Law of the State of Delaware, the Limited Liability Company Act of the State of
Delaware, the Uniform Commercial Code of the State of Delaware and the laws of
the State of New York and the federal laws of the United States of America
that, in each case, in our experience, are normally applicable to credit
transactions of the type contemplated by the Credit Agreement (collectively,
the Covered Laws).  This opinion is
rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect. 
Please be advised that no member of this firm is admitted to practice in
the State of Delaware.  This opinion is furnished by us solely for your
benefit in connection with the transactions referred to in theCredit Agreementand may not be circulated to, or relied upon by,
any other Person, except that it may be circulated to any prospective Lender in
accordance with the Credit Agreement and may be relied upon by any person who,
in the future, becomes a Lender and may be disclosed by you to any regulatory  10


agency having authority over you upon its request or as required by law
or compulsory legal process.  Very
  truly yours,PAUL, WEISS, RIFKIND, WHARTON & GARRISON
  LLP  11


SCHEDULE
1  SUBSIDIARIES
WHICH AREPRINCIPAL PARTIES  Name
  of
  Subsidiary
  
  Type of
  Entity
  
  Jurisdiction of
  OrganizationWilmar
  Financial, Inc.
  
  Corporation
  
  DelawareWilmar
  Holdings, Inc.
  
  Corporation
  
  DelawareGlenwood
  Acquisition LLC
  
  Limited Liability Company
  
  Delaware


SCHEDULE 2  Borrower:  Alabama
  
  ArizonaCalifornia
  
  ColoradoFlorida
  
  GeorgiaIndiana
  
  IowaKansas
  
  KentuckyLouisiana
  
  MarylandMassachusetts
  
  MichiganMinnesota
  
  MississippiMissouri
  
  NevadaNew
  Jersey
  
  New
  YorkNorth
  Carolina
  
  North
  DakotaOhio
  
  OklahomaPennsylvania
  
  South
  CarolinaTennessee
  
  TexasVirginia
  
  WashingtonWisconsin


SCHEDULE 3  AGREEMENTS  1.
  
  Agreement
  and Plan of Merger dated December 21, 2004, by and among Holdings, the
  Borrower and Interline Subsidiary, Inc.2.
  
  Stock
  Purchase and Sale Agreement, dated as of July 7, 2005, by and among
  Copperfield, the shareholders listed therein and the Borrower.3.
  
  Indenture,
  dated as of June 26, 2006, among the Borrower, the Subsidiary Guarantors
  thereto and The Bank of New York, as Trustee.4.
  
  Indenture,
  dated as of May 23, 2003, among the Borrower, the Subsidiary Guarantors
  thereto and The Bank of New York, as Trustee, as supplemented by a
  Supplemental Indenture, dated as of July 8, 2005, among the Borrower,
  CCS Enterprises, Inc., Copperfield Chimney Supply, Inc., Riverton
  Machine & Foundry, Inc., the other subsidiary guarantors
  thereto and the Bank of New York, as trustee.5.
  
  Amended
  and Restated Shareholders Agreement, dated as of September 29, 2000,
  among the Borrower and certain of its shareholders, as amended by an
  Amendment No.  1 to Amended and Restated Shareholders Agreement, dated
  as of March 15, 2004, and as further amended by an Amendment No.  2
  to Amended and Restated Shareholders Agreement dated as of December 21,
  2004 among the Borrower and certain of its shareholders.6.
  
  Incentive
  Stock Option Agreement, dated as of May 16, 2000, by and between Wilmar
  Industries, Inc. and William E. Sanford.7.
  
  Incentive
  Stock Option Agreement of Michael J. Grebe, dated as of May 16, 2000.8.
  
  Restricted
  Stock Award Agreement under the 2000 Stock Award Plan, dated as of
  September 29, 2000, between William R. Pray and Wilmar
  Industries, Inc.9.
  
  2000
  Stock Award Plan, as amended and restated, July, 2000.10.
  
  Employment
  Agreement, dated as of January 7, 2004, by and between the Borrower and
  Fred Bravo.11.
  
  Employment
  Agreement, dated as of January 7, 2004, by and between the Borrower and Pamela
  L. Maxwell.12.
  
  The
  Parents 2004 Equity Incentive Plan.


13.
  
  Employment
  Agreement, dated as of May 17, 2004, by and between the Borrower and
  Laurence Howard.14.
  
  Employment
  Agreement, dated as of June 18, 2004, by and between Holdings and
  Charles Blackmon.15.
  
  Separation
  Agreement and Release of All Claims, dated March 17, 2005, by and
  between Holdings and Charles Blackmon.16.
  
  Employment
  Agreement, dated as of August 13, 2004, by and between Holdings and
  William E. Sanford, as amended by an Amendment to Employment Agreement, dated
  as of December 2, 2004, by and between Holdings and William E. Sanford.17.
  
  Employment
  Agreement, dated as of August 13, 2004, by and between Holdings and
  Michael J. Grebe, as amended by an Amendment to Employment Agreement, dated
  as of December 2, 2004, by and between Holdings and Michael J. Grebe.18.
  
  Employment
  Agreement, dated as of September 23, 2004 by and between Holdings and
  William R. Pray, as amended by an Amendment and Restated Employment
  Agreement, dated as of December 15, 2004, by and between Holdings and
  William R. Pray.19.
  
  Amendment
  to Employment Agreement, dated September 27, 2004, by and between
  Holdings and Laurence W. Howard.20.
  
  Amendment
  to Employment Agreement, dated as of September 27, 2004, by and between
  Holdings and Pamela L. Maxwell.21.
  
  Amendment
  to Employment Agreement, dated as of December 2, 2004, by and between
  Holdings and Pamela L. Maxwell.22.
  
  Amendment
  to Employment Agreement, dated September 27, 2004, by and between
  Holdings and Fred Bravo.23.
  
  Amendment
  to Employment Agreement, dated as of December 2, 2004, by and between
  Holdings and Fred Bravo.24.
  
  Management
  Agreement, dated May 16, 2000, by and between Wilmar
  Industries, Inc. and Parthenon Capital, Inc., as amended by an
  Amendment to Management Agreement dated September 29, 2000, by and
  between Wilmar Industries, Inc. and Parthenon Capital, Inc.25.
  
  Employment
  Agreement, dated July 25, 2005, between the Borrower and Thomas J.
  Tossavainen.


26.
  
  Form of
  Executive Stock Option Agreement.27.
  
  Form of
  Non-Employee Directors Restricted Stock Agreement.28.
  
  Amendment,
  dated September 9, 2005, to Employment Agreement, dated as of
  December 15, 2004, between the Borrower and William R. Pray.29.
  
  Form of
  Deferred Stock Unit Agreement and Notice of Election for Non-employee
  Directors.30.
  
  Securities
  Purchase Agreement dated May 23, 2006 by and among the Borrower,
  American Sanitary Incorporated, Golder, Thoma, Cressey, Rauner Fund V, L.P.,
  GTCR Associates V, GTCR Capital Partners, L.P. and AmSan, LLC.


EXHIBIT A  PRINCIPAL FINANCING STATEMENTS  See attached.


EXHIBIT D-2  June 23,
2006  The Persons named as
Lenders under the Credit Agreement referred to below and JPMorgan Chase Bank,
N.A. as Administrative Agent  Ladies and Gentlemen:  We have acted as special
New Jersey counsel to Interline Brands, Inc., a New Jersey corporation
(the Company), in connection with the execution and delivery of the
Credit Agreement (the Credit Agreement), dated as of June 23,
2006, by and among Interline Brands, Inc., a Delaware corporation (Holdings),
the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, Lehman Commercial Paper Inc., as syndication agent,
Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as
co-documentation agents, and J.P. Morgan Securities Inc. and Lehman Brothers
Inc., as joint bookrunners and joint-lead arrangers.  This opinion is being delivered pursuant to Section 4.01(b)(ii) of
the Credit Agreement.  Unless otherwise
indicated, capitalized terms used herein but not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement or the
Collateral Agreement (as defined below), as the case may be.  The Uniform Commercial Code, as amended and
in effect in the State of New Jersey as of the date hereof, is referred to
herein as the NJUCC.  Terms used
herein that are defined in Article 9 of the NJUCC and not otherwise
defined herein have the meanings assigned to such terms therein.  With your permission, all assumptions and statements
of reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and
we express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.  In connection with this opinion, we have (i) investigated
such questions of law, (ii) examined originals, or certified, conformed or
reproduction copies, of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents,
and (iii) received such information from officers and representatives of
the Company and others, all as we have deemed necessary or appropriate for the
purposes of this opinion.  We have
examined, among other documents, the following:  (a)           the Credit Agreement;  (b)           the Guarantee and Collateral
Agreement (the Collateral Agreement), dated as of June 23, 2006,
among the Company, Holdings, the subsidiaries of the Company identified therein
and JPMorgan Chase Bank, N.A., as collateral agent (the Collateral Agent);  (c)           an unfiled copy of a UCC-1 financing
statement (the NJ Financing Statement) naming the Company as debtor
and the Collateral Agent as secured party for the benefit of the Secured
Parties, a copy of which is attached hereto as Exhibit A, which NJ
Financing


Statement is to be filed
with the New Jersey Department of Treasury/Office of the Treasurer/Division of
Revenue, Uniform Commercial Code Section (the NJ Filing Office);
and  (d)           the officers certificate of the
Company delivered to us in connection with this opinion, a copy of which is
attached hereto as Exhibit B.  The documents referred to in items (a) and (b) above are
referred to herein as the Financing Documents and the documents
referred to in items (a) through (d) above, inclusive, are referred
to herein as the Documents.  In all such examinations,
we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of original and certified documents and the
conformity to authentic original or certified copies of all copies submitted to
us as conformed or reproduction copies. 
As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, representations and
warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Company and
others and assume compliance on the part of all parties to the Financing
Documents with their covenants and agreements contained therein.  With respect to the opinions expressed in
paragraph 1 below, we have relied solely upon certificates of public
officials.  Insofar as statements herein
are based upon our knowledge, such phrase means and is limited to the conscious
awareness of facts or other information by lawyers in this firm who gave
substantive attention to representation of the Company in connection with the
Financing Documents.  With respect to the
opinions expressed in clauses (a) and (c) of paragraph 3 below, our
opinions are limited to our review of only those laws and regulations that, in
our experience, are normally applicable to transactions of the type
contemplated by the Financing Documents, and are based solely upon the business
activities and properties of the Company described in an officers certificate
in respect of such matters.  To the extent it may be relevant to the opinions
expressed herein, we have assumed (i) that all of the parties to the
Financing Documents (other than the Company) are validly existing and in good
standing under the laws of their respective jurisdiction of organization, have
the power and authority to execute and deliver the Financing Documents, to
perform their obligations thereunder and to consummate the transactions
contemplated thereby, (ii) that the Financing Documents (x) have been
duly executed and delivered by all of the parties thereto (other than the
Company), (y) have been duly authorized by all parties thereto (other than
the Company) and (z) constitute the legal, valid and binding obligation of
all the parties thereto, enforceable against such parties in accordance with
their respective terms, and (iii) that all of the parties to the Financing
Documents will comply with all laws applicable thereto.  Based upon the foregoing,
and subject to the limitations, qualifications and assumptions set forth
herein, we are of the opinion that:  1.             The Company is a validly existing corporation in good
standing under the laws of the State of New Jersey.  2.             The Company has the corporate power to execute, deliver
and perform the Financing Documents, has taken all corporate action necessary
to authorize the execution, delivery and  2


performance of the
Financing Documents and has duly executed and delivered the Financing
Documents.  3.             The execution and delivery by the
Company of the Financing Documents, the performance by the Company of its
obligations thereunder, and the granting by the Company of the security
interests pursuant to the Collateral Agreement (a) do not require under
the laws of the State of New Jersey any filing or registration by the Company
with, or approval or consent to the Company of, any governmental agency or
authority of the State of New Jersey that has not been made or obtained
except (x) any filings, registrations, approvals or consents as are
specifically provided for in the Financing Documents and (y) the filing of
the NJ Financing Statement as set forth in paragraph 4 below, (b) do not
contravene any provision of the Second Amended and Restated Certificate of
Incorporation or the Second Amended and Restated By-laws of the Company and (c) do
not violate any existing law, or existing regulation of any governmental agency
or authority of the State of New Jersey (other than state securities or Blue
Sky laws, as to which we do not express any opinion) known by us to be
applicable to the Company or its properties.  4.             The NJ Financing
Statement is in appropriate form for filing. 
For the Company, the NJ Filing Office is the office in the State of New
Jersey in which filings are required to perfect the security interest (which
may be perfected by filing the NJ Financing Statement) created by the
Collateral Agreement.  Assuming that the
Collateral Agreement createsin favor of the Collateral Agent for
the benefit of the Secured Parties, as security for the Obligations, a security
interest in the Companys rights in the Collateral in which a security
interest may be created under Article 9 of the Uniform Commercial Code, as
amended, and in effect in the State of New York (the Article 9
Collateral), upon filing of the NJ Financing Statement with the NJ Filing
Office, the Collateral Agent will have for the benefit of the Secured Parties a
perfected security interest in the Companys rights in that portion of the Article 9
Collateral in which a security interest may be perfected by filing a financing
statement under the NJUCC.  We have assumed for purposes of our opinions in
paragraph 4 the following:  (i)            The
Company has (or has the power to transfer) sufficient rights in the collateral
for the security interests in favor of the Collateral Agent for the benefit of
the Secured Parties to attach and value has been given by the Secured Parties
for the security interests granted by the Company to the Collateral Agent for
the benefit of the Secured Parties; and  (ii)           (x) the
Second Amended and Restated Certificate of Incorporation of the Company has not
been amended since December 10, 2004, (y) the name and jurisdiction
of organization of the Company is true and accurate in accordance with the
records of the Secretary of State of the State of New Jersey, and (z) there
are no proceedings for the merger, consolidation, dissolution, liquidation,
termination, change of jurisdiction of organization or change of name of the
Company.  The
opinions set forth above are subject to the following qualifications:  We express no
opinion as to:  (i)            the right, title or interest of the
Company (or the power of the Company to transfer rights) in or to any
collateral under the Financing Documents or any other property; whether  3


any property constitutes
a particular type of collateral under the NJUCC; or the validity or
effectiveness for any purpose of any such collateral or any other property;  (ii)           the priority or other effect of
perfection or non-perfection of any security interest created under any of the
Financing Documents or except as expressly stated in paragraph 4 above, the
creation, attachment, validity, binding effect, enforceability or perfection of
any security interest, mortgage, pledge, lien or other encumbrance that may be
created under any of the Financing Documents;  (iii)          the creation, attachment, validity,
binding effect, enforceability, perfection, priority or other effect of
perfection or non-perfection of any security interest in: (1) the proceeds
of any collateral other than in accordance with, and subject to the limitations
set forth in, Section 9-315 of the NJUCC, (2) commingled goods
arising from any collateral other than in accordance with, and subject to the
limitations set forth in, Section 9-336 of the NJUCC, (3) consumer
goods, (4) commercial tort claims, (5) rights to demand payment or
performance under a letter of credit, (6) commodity accounts or commodity
contracts, (7) as-extracted collateral, (8) farm products, (9) goods
that are or are to become fixtures, (10) health care insurance
receivables, (11) manufactured homes, (12) standing timber or timber to be cut,
(13) any item of collateral which is subject to restriction on or
prohibition against transfer (except to the extent expressly provided in
Sections 9-401, 9-406, 9-407, 9-408 or 9-409 of the NJUCC) contained in an
agreement, instrument, document or applicable law governing, evidencing or
otherwise relating to such item, or (14) any obligations of the United States
of America or any agency or instrumentality thereof;and  (iv)          any filings or other actions required
after the date of this opinion to maintain perfection of the security interests
under the Financing Documents in any collateral under the Financing Documents.  The opinions expressed
herein are limited to the laws of the State of New Jersey, and, to the extent
relevant to paragraph 4 above, the NJUCC, as currently in effect.  Our opinion in paragraph 4 above is limited
to Article 9 of the NJUCC, and, therefore, that opinion does not address (i) laws
of jurisdictions other than the State of New Jersey, and of the State of New
Jersey except for Article 9 of the NJUCC, and (ii) collateral of a
type not subject to Article 9 of the NJUCC.  The opinions expressed herein are given only as of the
date hereof, and we undertake no responsibility to update or supplement this
opinion letter after the date hereof for any reason.  The opinions expressed herein are being furnished only
to you and solely for your benefit in connection with the execution and
delivery of the Financing Documents and neither our opinions expressed herein
nor this opinion letter may be used, circulated, quoted, relied upon or
otherwise referred to for any other purpose without our prior written consent,
except that this opinion letter (i) may be circulated to any prospective
Lender in accordance with the Credit Agreement, (ii) may be relied upon by
any person who in the future becomes a Lender and (iii) may be disclosed
by you to any regulatory agency having authority over the Lender upon such
regulatory agencys request or to the extent required by law or compulsory
legal process.  Very truly yours, DECHERT LLP  4


Exhibit A  Unfiled Copy of NJ
Financing Statement


Exhibit B  Company Officers
Certificate  INTERLINE
BRANDS, INC.  OFFICERS
CERTIFICATE  The undersigned officer
of Interline Brands, Inc., a corporation incorporated under the laws of
the State of New Jersey (the Company), hereby certifies, for and on
behalf of the Company, in connection with the legal opinion of Dechert LLP (Dechert)
delivered pursuant to the Credit Agreement (the Credit Agreement), dated
as of June 23, 2006, by and among Interline Brands, Inc., a Delaware
corporation (Holdings), the Company, the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, Lehman Commercial Paper
Inc., as syndication agent, Credit Suisse, Bank of America, N.A., SunTrust Bank
and Wachovia Bank, N.A., as co-documentation agents, and J.P. Morgan Securities
Inc. and Lehman Brothers Inc., as joint bookrunners and joint-lead arrangers,
as follows (capitalized terms used herein and defined in the Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein):  1.             No proceeding is pending in any jurisdiction for the
dissolution, change of jurisdiction of organization, change of name or
liquidation of the Company, and the Company has not filed any certificate or
order of dissolution.  No event has
occurred that has adversely affected the good standing of the Company under the
laws of the state of its incorporation, and the Company has paid all taxes, if
any, and taken all other action required by state law to maintain such good
standing.  To the best knowledge of the
Company, no grounds exist for the revocation or forfeiture of the Companys
charter.  2.             Dechert LLP may rely upon the accuracy of the
representations and warranties of the Company contained in the Credit Agreement
and in all documents and certificates referred to therein or delivered in
connection therewith.  3.             The Company does
not engage or propose to engage in any other industry or business or activity,
or own property or assets, that cause or would cause it to be subject to
special local, state or federal regulation not applicable to business
corporations generally, and the Company is not engaged in any business not
permitted pursuant to those provisions of its Second Amended and Restated
Certificate of Incorporation specifying the permitted business purposes of the
Company.  4.             To the best
knowledge of the Company, there is no law, regulation, order, writ, injunction,
arbitration award or decree binding upon or applicable to the Company or its
property that would be violated by, or a default under which would occur as a
result of, or that would require any action by, or order, approval, consent or
authorization of, or filing or registration with, any governmental or public
body, agency or authority in connection with, or as a prerequisite to, the
execution, delivery or performance by the Company of the Credit Agreement or
the terms thereof.


IN WITNESS WHEREOF, I
have executed this Certificate on behalf of the Company on this 23rdday of June, 2006.   By:
  /s/ Laurence W. HowardName:
  Laurence W. HowardTitle:
  Vice President, General Counsel and Secretary  I, Thomas J. Tossavainen,
Chief Financial Officer of the Company, do hereby certify that Laurence W.
Howard is the duly elected and qualified Vice President, General Counsel and Secretary
of the Company and that the signature set forth above is his genuine signature.  IN WITNESS WHEREOF, I
have executed this Certificate on this 23rdday of June, 2006.   By:
  /s/ Thomas J. TossavainenName:
  Thomas J. TossavainenTitle:
  Chief Financial Officer


EXHIBIT E  [FORM OF]  GUARANTEE AND COLLATERAL AGREEMENT  See attached.


Please refer to
the Guarantee and Collateral Agreement, dated as of June 23, 2006, among
Interline Brands, Inc., a Delaware corporation, Interline Brands, Inc.,
a New Jersey corporation (Interline New Jersey), certain subsidiaries of
Interline New Jersey and JPMorgan Chase Bank, N.A., as collateral agent, which
is furnished as Exhibit 4.3 to this Annual Report for the fiscal year
ended December 25, 2009.


EXHIBIT F  [FORM OF]  PERFECTION CERTIFICATE  Reference is made to the Credit Agreement dated as of June 23,
2006 (as amended, supplemented or otherwise modified from time to time, the Credit
Agreement), among Interline Brands, Inc., a Delaware corporation (Holdings),
Interline Brands, Inc., a New Jersey corporation (the Borrower),
the lenders from time to time party thereto (the Lenders), JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity,
the Administrative Agent), Lehman Commercial Paper Inc., as
Syndication Agent, and Bank of America, N.A., SunTrust Bank and Wachovia Bank,
N.A., as Co-Documentation Agents. 
Capitalized terms used but not defined herein have the meanings assigned
in the Credit Agreement or the Guarantee and Collateral Agreement referred to
therein, as applicable.  The undersigned, a Financial Officer, hereby certifies to the
Administrative Agent and each other Secured Party as follows:  1.  Names. 
(a)    The exact legal name
of each Grantor, as such name appears in its respective certificate of
formation, is as follows:  (b) 
Set forth below is each other legal name each Grantor has had in the past five
years, together with the date of the relevant change:  Grantor
  
  Other Legal Names within
  the Past 5 Years
  
  Date of Change  (c) 
Except as set forth in Schedule 1 hereto, no Grantor has changed its identity
or corporate structure in any way within the past five years.(1)  (d) 
The following is a list of all other names (including trade names or similar appellations)
used by each Grantor or any of its divisions or other business units in connection
with the conduct of its business or the ownership of its properties at any time
during the past five years:  
 (1)Changes
in identity or corporate structure would include mergers, consolidations and acquisitions,
as well as any change in the form, nature or jurisdiction of organization.  If any such change has occurred, include in
Schedule 1 the information required by Sections 1 and 2 of this certificate as
to each acquiree or constituent party to a merger or consolidation.


(e) 
Set forth below is the Organizational Identification Number, if any, issued by
the jurisdiction of formation of each Grantor that is a registered organization:  Grantor
  
  Organizational Identification Number  (f) 
Set forth below is the Federal Taxpayer Identification Number of each
Grantor:  [only necessary for filing in
North Dakota and South Dakota.]  Grantor
  
  Federal Taxpayer Identification Number  2.  Current Locations.  (a)  The chief executive office of each
Grantor is located at the address set forth opposite its name below:  Grantor
  
  Mailing Address
  
  County
  
  State  (b) 
Set forth below opposite the name of each Grantor are all locations where suchGrantor
maintains any books or records relating to any Accounts Receivable (with each
location at which chattel paper, if any, is kept being indicated by an *):  Grantor
  
  Mailing Address
  
  County
  
  State  (c) 
The jurisdiction of formation of each Grantor that is a registered organization
is set forth opposite its name below:  Grantor:
  
  Jurisdiction:  (d) Set
forth below opposite the name of each Grantor are all the locations where such
Grantor maintains any Equipment or other Collateral not identified above:  2


Grantor
  
  Mailing Address
  
  County
  
  State  (e) 
Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a), (b), (c) or (d) above:  Grantor
  
  Mailing Address
  
  County
  
  State  (f) 
Attached hereto as Schedule 2(f) is a list of all real property
held by each Grantor, whether owned or leased, the name of the Grantor that
owns or leases said property and the fair market value apportioned to each
site.  (g) Set
forth below opposite the name of each Grantor are the names and addresses of
all Persons other than such Grantor that have possession of any of the
Collateral of such Grantor:  Grantor
  
  Mailing Address
  
  County
  
  State  3.  Unusual Transactions.  All Accounts have been originated by the
Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.  4.  File Search Reports.  File search reports have been obtained from
each Uniform Commercial Code filing office identified with respect to such
Grantor in Section 2 hereof, and such search reports reflect no liens
against any of the Collateral other than those permitted under the Credit
Agreement.  5.  UCC Filings.  Financing statements in substantially the
form of Schedule 5 heretohave been prepared for
filing in the proper Uniform Commercial Code filing office in the jurisdiction
in which each Grantor is located and, to the extent any of the collateral is
comprised of fixtures, timber to be cut or as extracted collateral from the
wellhead or minehead, in the proper local jurisdiction, in each case as set
forth with respect to such Grantor in Section 2 hereof.  6.  Schedule of Filings.  Attached hereto as Schedule 6 is a schedule
setting forth, with respect to the filings described in Section 5 above,
each filing and the filing office in which such filing is to be made.  3


7.  Stock Ownership and other Equity
Interests.  Attached hereto as
Schedule 7 is a true and correct list of all the issued and outstanding stock,
partnership interests, limited liability company membership interests or other
equity interests owned by the Borrower, Holdings and each Subsidiary and the
record and beneficial owners of such stock, partnership interests, membership
interests or other equity interests. Also set forth on Schedule 7 is each
equity investment of Holdings, the Borrower or any Subsidiary that represents
50% or more of the equity of the entity in which such investment was made.  8.  Debt Instruments.  Attached hereto as Schedule 8 is a true and
correct list of all promissory notes and other evidence of indebtedness held by
Holdings, the Borrower and each Subsidiary that are required to be pledged
under the Collateral Agreement, including all intercompany notes between
Holdings and each Subsidiary of Holdings and each Subsidiary of Holdings and
each other such Subsidiary.  9.  Advances.  Attached hereto as Schedule 9 is (a) a
true and correct list of all advances made by the Borrower to any Subsidiary of
the Borrower or made by any Subsidiary of the Borrower to the Borrower or to
any other Subsidiary of the Borrower (other than those identified on Schedule
8), which advances will be on and after the date hereof evidenced by one or
more intercompany notes pledged to the Administrative Agent under the
Collateral Agreement and (b) a true and correct list of all unpaid
intercompany transfers of goods sold and delivered by or to the Borrower or any
Subsidiary of the Borrower.  10.  Mortgage Filings.  Attached hereto as Schedule 10 is a schedule
setting forth, with respect to each Mortgaged Property, (a) the exact name
of the Person that owns such property as such name appears in its certificate
of incorporation or other organizational document, (b) if different from
the name identified pursuant to clause (a), the exact name of the current
record owner of such property reflected in the records of the filing office for
such property identified pursuant to the following clause and (c) the
filing office in which a Mortgage with respect to such property must be filed
or recorded in order for the Administrative Agent to obtain a perfected
security interest therein.  11.  Intellectual Property.  Attached hereto as Schedule 11(A) in
proper form for filing with the United States Patent and Trademark Office is a
schedule setting forth all of each Grantors Patents, Patent licenses and
Patent applications, including the name of the registered owner, type,
registration or application number and the expiration date (if already
registered) of each Patent, Patent license and Patent application owned by any
Grantor.  Attached
hereto as Schedule 11(B) in proper form for filing with the United States
Patent and Trademark Office is a schedule setting forth all of each Grantors
Trademarks, Trademark licenses and Trademark applications, including the name
of the registered owner, the registration or application number and the
expiration date (if already registered) of each Trademark, Trademark license
and Trademark application owned by any Grantor.  Attached
hereto as Schedule 11(C) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Grantors Copyrights (including  4


the
name of the registered owner, title and the registration number), Copyright
licenses and Copyright applications (including the name of the registered owner
and title) of each Copyright, Copyright license or Copyright application owned
by any Grantor.  12.  Commercial Tort Claims.  Attached hereto as Schedule 12 is a true and
correct list of commercial tort claims in excess of $250,000 held by any
Grantor, including a brief description thereof.  13.  Deposit Accounts.  Attached hereto as Schedule 13 is a true and
correct list of deposit accounts maintained by each Grantor, including the name
and address of the depositary institution, the type of account and the account
number.  14.  Securities Accounts.  Attached hereto as Schedule 14 is a true and
correct list of securities accounts maintained by each Grantor, including the
name and address of the intermediary institution, the type of account and the
account number.  5


IN WITNESS WHEREOF, the undersigned have duly executed this certificate
on this [   ] day of [   ], 20[   ].  [                                  ],byName:Title:               [Financial
  Officer]  6