**Exhibit 10.6**

 

EXECUTION COPY

 

AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 21,2004, among INTERLINE BRANDS, INC., a Delaware corporation (“Holdings”),INTERLINE BRANDS, INC., a New Jersey corporation (the “Borrower”), theSUBSIDIARY LOAN PARTIES party hereto, the LENDERS party hereto, CREDIT SUISSEFIRST BOSTON, a bank organized under the laws of Switzerland and acting throughits Cayman Islands branch, as Administrative Agent, and JPMORGAN CHASE BANK,N.A. (f/k/a JPMorgan Chase Bank), a national banking association, asSyndication Agent under the Credit Agreement dated as of May 29, 2003, asamended by Amendment No. 1 thereto dated as of December 19, 2003,among the Borrower, the Subsidiary Loan Parties party thereto from time totime, the Lenders party thereto from time to time (the “Existing Lenders”)and the Agents party thereto, as in effect on the date hereof (the “ExistingCredit Agreement”).

 

WHEREAS (a) Holdingsintends to consummate an initial public offering of its common stock generatinggross proceeds of not less than $187,500,000 (the “Initial Public Offering”),(b) in connection with the Initial Public Offering, the Borrower willmerge (the “Merger”) with Interline Subsidiary, Inc., a whollyowned subsidiary of Holdings, with the Borrower as the surviving entity in theMerger, (c) in the Merger, all the outstanding common stock of theBorrower will be converted into common stock of Holdings and all theoutstanding Existing Preferred Stock will be converted into the right toreceive an aggregate amount of $55,000,000 in cash and 19,187,500 shares ofcommon stock of Holdings and (d) the Net Proceeds from the Initial PublicOffering will be used by Holdings and the Borrower to (i) redeem 35% ofthe outstanding aggregate principal amount of Senior Subordinated Notes of theBorrower for an aggregate redemption price (including prepayment premiums andaccrued interest) of approximately $78,100,000, (ii) prepay $31,250,000aggregate principal amount of Term Loans under the Existing Credit Agreement, (iv) payaggregate cash consideration in the Merger of $55,000,000 to the holders of theExisting Preferred Stock, (iii) pay approximately $5,000,000 in costs inconnection with the termination of certain Swap Agreements of the Borrower and (iv) payfees and expenses in connection with the foregoing of approximately$16,800,000; and

 

WHEREAS Holdings, theBorrower, the Subsidiary Loan Parties party hereto, the Required RestatementLenders (as defined below) and the Administrative Agent have agreed, upon theterms and subject to the conditions set forth herein, that (a) theExisting Credit Agreement be amended and restated in its entirety as set forthin Exhibit A hereto (as so amended and restated, the “Restated CreditAgreement”), (b) the Revolving Commitments under the Restated Credit Agreementshall be $100,000,000,

 

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with the RevolvingLenders set forth on Schedule I hereto (the “Restatement RevolvingLenders”) having the Revolving Commitments identified on such Schedule and(c) Holdings become a party to the Restated Credit Agreement.

 

NOW, THEREFORE, Holdings,the Borrower, the Subsidiary Loan Parties party hereto, the RequiredRestatement Lenders and the Administrative Agent hereby agree as follows:

 

SECTION 1.  Defined Terms.  Capitalized terms used but not defined hereinshall, unless the context requires otherwise, have the meanings assigned tosuch terms in the Restated Credit Agreement or, if not defined therein, in theExisting Credit Agreement.  As used inthis Agreement:

 

“Decreasing TermLenders” shall mean all Term Loan Lenders with outstanding Term Loans underthe Existing Credit Agreement that (A) consent to the amendment andrestatement of the Existing Credit Agreement pursuant to this Agreement andhave the aggregate principal amount of their outstanding Term Loans reducedpursuant to assignments of a portion of their outstanding Term Loans to one ormore Increasing Term Lenders pursuant to Section 5 of this Agreement, asspecified on Schedule 2 hereto, or (B) are Departing Lenders.

 

“Departing Lenders”shall mean all Term Loan Lenders with outstanding Term Loans under the ExistingCredit Agreement that do not consent to the amendment and restatement of theExisting Credit Agreement pursuant to this Agreement.

 

“Increasing Term Lenders”shall mean the lenders, which may include Existing Lenders, identified on Schedule 2hereto as “Increasing Term Lenders”.

 

“Required RestatementLenders” means, at any time, (i) each of the Lenders (as defined inthe Existing Credit Agreement) required by Section 9.02 of the ExistingCredit Agreement to approve the Restated Credit Agreement and (ii) each ofthe other Restatement Revolving Lenders.

 

SECTION 2.  Restatement Effective Date.  (a)  The transactions provided forin Sections 3, 4 and 5 hereof shall be consummated at a closing to be held onthe Restatement Effective Date at the offices of Cravath, Swaine &Moore LLP, or at such other time and place as the Borrower and theAdministrative Agent shall agree upon.

 

## (b)                                 The“Restatement Effective Date” shall be specified by the Borrower, andshall be a date not later than December 21, 2004, as of which date all theconditions set forth or referred to in Section 6 hereof shall have beensatisfied.

 

SECTION 3.  Amendment and Restatement of the Existing CreditAgreement; Loans and Letters of Credit. (a)  The Existing Credit Agreement is hereby amended andrestated to read in its entirety as set forth in Exhibit A hereto, and theAdministrative Agent is hereby directed by the Required Restatement Lenders toenter into such Loan Documents and to take such other actions as may berequired to give

 

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effect to thetransactions contemplated hereby.  Holdingsby its signature below becomes a party to the Restated Credit Agreement andagrees to all the terms and provisions of the Restated Credit Agreementapplicable to it as set forth therein.  Fromand after the Restatement Effective Date, the terms “Agreement”, “thisAgreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similarimport, as used in the Restated Credit Agreement, shall, unless the contextotherwise requires, refer to the Existing Credit Agreement as amended andrestated in the form of the Restated Credit Agreement, and the term “CreditAgreement”, as used in the other Loan Documents, shall mean the Restated CreditAgreement.

 

## (b)                                 Holdingsand the Borrower hereby agree, immediately following the consummation of theInitial Public Offering, (i) to repay not less than $31,250,000 in principalamount of Term Loans under the Existing Credit Agreement on the RestatementEffective Date (the “Repaid Term Loans”) and (ii) to repay theentire aggregate principal amount of Revolving Loans and Swingline Loans (ifany) outstanding under the Existing Credit Agreement on the RestatementEffective Date (the “Repaid Revolving/Swingline Loans” and, togetherwith the Repaid Term Loans, the “Repaid Loans”), in each case togetherwith all accrued interest and other amounts owing in respect of the Repaid Loansas of the Restatement Effective Date (including any amounts payable pursuant toSection 2.16 of the Existing Credit Agreement).  The repayment of the Repaid Loans pursuant tothis clause (b) shall be effected pursuant to Section 2.11(a) ofthe Existing Credit Agreement.  TheRequired Restatement Lenders hereby waive the requirements of Section 2.11(f) ofthe Existing Credit Agreement to the extent, but only to the extent, such Section requiresmore than one Business Day’s notice of repayment to be given in connection withthe prepayment of the Repaid Term Loans on the Restatement Effective Date.  The aggregate principal amount of all Lettersof Credit outstanding under the Existing Credit Agreement on the RestatementEffective Date shall continue to be outstanding under the Restated CreditAgreement and the terms of the Restated Credit Agreement will govern the rightsof the Lenders and the Issuing Bank with respect thereto after the RestatementEffective Date.

##  

SECTION 4.  Fees and Expenses.  On the Restatement Effective Date, theBorrower shall pay by wire transfer of immediately available funds not laterthan 12:00 Noon (New York City time) to the Administrative Agent (a) forthe account of each Decreasing Term Lender other than a Departing Lender, all amountspayable to such Decreasing Term Lender under Section 2.16 of the ExistingCredit Agreement (treating such Decreasing Term Lender’s assignment of AssignedInterests (as defined below) hereunder as a prepayment of the Term Loansincluded therein) and (b) for the account of each Departing Lender, allamounts (other than principal of and accrued interest in respect of suchDeparting Lender’s outstanding Term Loans) owed to such Departing Lender underthe Loan Documents, including all amounts payable to such Departing Lenderunder Section 2.16 of the Existing Credit Agreement (treating suchDeparting Lender’s assignment of Assigned Interests hereunder as a prepaymentof the Term Loans included therein).

 

SECTION 5.  Assignments.  (a)  On the Restatement EffectiveDate, immediately after giving effect to the prepayment of the Repaid TermLoans under

 

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# Section 3(c) hereof and subject to the terms and conditionsset forth herein, each of the Decreasing Term Lenders shall be deemed to havesold and assigned to the Increasing Term Lenders, and each of the IncreasingTerm Lenders shall be deemed to have purchased and assumed from the DecreasingTerm Lenders, at the principal amount thereof plus all unpaid interest accruedto but excluding the Restatement Effective Date in respect thereof, suchinterests, rights and obligations with respect to the Term Loans of theDecreasing Term Lenders outstanding on the Restatement Effective Date,including those interests, rights and obligations referenced in the secondparagraph of Exhibit A to the Existing Credit Agreement (all suchinterests, rights and obligations to be referred to herein as the “AssignedInterests”), as shall be necessary in order that, after giving effect toall such sales and assignments and purchases and assumptions, (i) theDecreasing Term Lenders will hold the principal amount of Term Loans set forthunder the heading “Decreasing Term Lenders” in the second column on Schedule 2hereto, (ii) the Increasing Term Lenders will hold the principal amount ofTerm Loans set forth under the heading “Increasing Term Lenders” in the secondcolumn on Schedule 2 hereto and (iii) the Term Loan Lenders that areneither Decreasing Term Lenders nor Increasing Term Lenders (the “UnchangedTerm Lenders”) will hold the principal amount of Term Loans set forth underthe heading “Unchanged Term Lenders” in the second column on Schedule 2hereto.  Such sales and assignments andpurchases and assumptions shall be made on the terms set forth in Exhibit Ato the Existing Credit Agreement, including the terms incorporated by referenceinto such Exhibit from Annex I thereto, and shall be deemed to comply withSection 9.04(b) of the Existing Credit Agreement, notwithstanding thefailure of such sales, assignments, purchases and assumptions to comply withthe minimum assignment requirement in Section 9.04(b)(ii)(A) of theExisting Credit Agreement, the requirement to pay the processing andrecordation fees referenced in Section 9.04(b)(ii)(C) of the ExistingCredit Agreement or the requirement to execute and deliver Assignment andAssumption Agreements in respect thereof. Without limiting the generality of the foregoing, each Increasing TermLender and Decreasing Term Lender hereby makes the representations andwarranties required to be made under such Annex I by an Assignor and Assignee,respectively, with respect to the Assigned Interests being assigned or assumedby such Lender hereunder.

#  

## (b)                                 Onthe Restatement Effective Date, subject to the terms and conditions set forthherein, (i) each Increasing Term Lender purchasing and assuming theAssigned Interests pursuant to paragraph (a) above shall pay the purchaseprice for the Assigned Interests purchased by it pursuant to such paragraph (a) bywire transfer of immediately available funds to the Administrative Agent notlater than 12:00 Noon (New York City time) and (ii) the AdministrativeAgent shall pay to each Decreasing Term Lender selling and assigning theAssigned Interests pursuant to paragraph (a) above, out of the amountsreceived by the Administrative Agent pursuant to clause (i) of thisparagraph (b) and pursuant to Section 4 hereof, the purchase pricefor the Assigned Interests assigned by such Decreasing Term Lender pursuant tosuch paragraph (a) and the other amounts payable to such Decreasing TermLender under Section 4 hereof by wire transfer of immediately availablefunds to the account designated by such Decreasing Term Lender to theAdministrative Agent not later than 5:00 p.m. (New York City time).

 

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## (c)                                  Eachof the parties hereto hereby consents to the sales, assignments, purchases andassumptions provided for in paragraphs (a) and (b) above, and agreesthat each Increasing Term Lender shall be a party to the Restated CreditAgreement and, to the extent of the interests purchased by such Increasing TermLender pursuant to such paragraphs or held by such Increasing Term Lender priorto the Restatement Effective Date, shall have the rights and obligations of aTerm Lender under the Amended and Restated Credit Agreement.

##  

## (d)                                 Ifthe Restatement Effective Date shall not occur on the date specified thereforpursuant hereto, the provisions of Section 2.16(c) of the ExistingCredit Agreement shall be applicable (treating the nonoccurrence of the salesand assignments and purchases and assumptions contemplated by paragraphs (a) and(b) of this Section for purposes of such Section 2.16 as thefailure by the Borrower to (i) repay Term Loans of the Decreasing TermLenders and (ii) borrow from the Increasing Term Lenders the Term Loans tobe purchased by the Increasing Lenders, in each case, as contemplated byparagraph (a) of this Section).

##  

# SECTION 6. Conditions.  Theconsummation of the transactions set forth in Sections 3, 4 and 5 of thisAgreement shall be subject to the satisfaction of the following conditionsprecedent:

#  

## (a)                                  TheAdministrative Agent (or its counsel) shall have received from Holdings, theBorrower, the Subsidiary Loan Parties party hereto and the Restatement RequiredLenders either (i) a counterpart of this Agreement signed on behalf ofsuch party or (ii) written evidence satisfactory to the AdministrativeAgent (which may include telecopy transmission of a signed signature page ofthis Agreement) that such party has signed a counterpart of this Agreement.

##  

## (b)                                 TheAdministrative Agent shall have received a favorable written opinion (addressedto the Administrative Agent and the Lenders and dated the Restatement EffectiveDate) of each of (i) Paul, Weiss, Rifkind, Wharton & GarrisonLLP, counsel for Holdings and the Borrower, substantially in the form of Exhibit B,and (ii) Dechert LLP, substantially in the form of Exhibit C.  Holdings and the Borrower hereby request suchcounsel to deliver such opinions.

##  

## (c)                                  TheAdministrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to theorganization, existence and good standing of each Loan Party, the authorizationof the Transactions and any other legal matters relating to the Loan Parties,the Loan Documents or the Transactions, all in form and substance reasonablysatisfactory to the Administrative Agent and its counsel.

##  

## (d)                                 TheAdministrative Agent shall have received a certificate, dated the RestatementEffective Date and signed by the President, a Vice President or a FinancialOfficer of the Borrower, confirming compliance with the conditions set forth inparagraphs (a) and (b) of Section 4.02 of the Restated CreditAgreement.

 

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## (e)                                  TheAdministrative Agent shall have received all fees and other amounts due andpayable on or prior to the Restatement Effective Date, including, to the extentinvoiced, reimbursement or payment of all out-of-pocket expenses (includingreasonable fees, charges and disbursements of counsel) required to bereimbursed or paid by any Loan Party hereunder or under any other LoanDocument.

##  

## (f)                                    TheCollateral Agent shall have received (i) all documents and instrumentsrequired by law or reasonably requested by the Collateral Agent to be filed,registered or recorded to create or perfect the Liens intended to be createdunder the Security Documents after giving effect to the Transactions, (ii) theresults of bring-down searches of the Uniform Commercial Code filings made withrespect to the Loan Parties and (iii) a completed update to the PerfectionCertificate dated the Restatement Effective Date (which shall include allrelevant information regarding Holdings) and signed by an executive officer orFinancial Officer of the Borrower, together with all attachments contemplatedthereby.

##  

## (g)                                 TheCollateral Agent shall have received (i) to the extent requested by theCollateral Agent, amendments to each Mortgage executed in connection with theExisting Credit Agreement providing that the Obligations shall be secured by aLien on each Mortgaged Property, signed on behalf of the record owner of suchMortgaged Property, and (ii) such title searches, legal opinions and otherdocuments with respect thereto as the Collateral Agent may reasonably requestwith respect to any such Mortgage, all at the expense of the Loan Parties.

##  

## (h)                                 TheAdministrative Agent shall have received evidence that the insurance requiredby Section 5.07 of the Restated Credit Agreement and the SecurityDocuments is in effect.

##  

## (i)                                     AReaffirmation Agreement substantially in the form of Exhibit D heretoshall have been delivered by each party thereto.

##  

## (j)                                     TheInitial Public Offering shall have been consummated, and Holdings shall havereceived not less than $187,500,000 in gross cash proceeds as a result of theInitial Public Offering.  Holdings andthe Borrower shall have repaid the Repaid Loans in accordance with Section 3(b) above.

##  

Notwithstanding theforegoing, the consummation of the transactions set forth in Sections 3, 4 and5 of this Agreement and the obligations of the Lenders to make Loans under theRestated Credit Agreement shall not become effective unless each of theforegoing conditions is satisfied or waived at or prior to 5:00 p.m., NewYork City time, on December 21, 2004 (and, in the event such conditionsare not so satisfied or waived, this Agreement shall terminate at such time).

 

# SECTION 7. Effectiveness; Counterparts; Amendments; Fees.  This Agreement shall become effective whencopies hereof that, when taken together, bear the signatures of Holdings, theBorrower, the Administrative Agent, the Subsidiary Loan Parties party heretoand the Required Restatement Lenders shall have been received by

 

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# the Administrative Agent.  ThisAgreement may not be amended nor may any provision hereof be waived exceptpursuant to a writing signed by Holdings, the Borrower, the Subsidiary LoanParties party hereto, the Administrative Agent and the Required RestatementLenders.  This Agreement may be executedin two or more counterparts, each of which shall constitute an original but allof which when taken together shall constitute a single contract.  Delivery of an executed counterpart of asignature page of this Agreement by telecopy shall be effective asdelivery of a manually executed counterpart of this Agreement.

#  

# SECTION 8. No Novation.  Neither thisAgreement nor the sales, assignments, purchases and assumptions contemplatedhereby shall extinguish the Loans outstanding under the Existing CreditAgreement or release the Liens granted under the Security Documents.  Nothing herein contained shall be construedas a substitution or novation of the Loans outstanding under the ExistingCredit Agreement, which shall remain outstanding after the RestatementEffective Date as modified hereby.  Notwithstandingany provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17and 9.03 of the Existing Credit Agreement as in effect immediately prior to theRestatement Effective Date will continue to be effective as to all mattersarising out of or in any way related to facts or events existing or occurringprior to the Restatement Effective Date.

#  

# SECTION 9. Notices.  All noticeshereunder shall be given in accordance with the provisions of Section 9.01of the Restated Credit Agreement.

#  

# SECTION 10. Applicable Law; Waiver of Jury Trial.  (A) THISAGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THESTATE OF NEW YORK.

#  

(B)                                EACHPARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE RESTATEDCREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first written above.

 
|   |   | INTERLINE  BRANDS, INC.,   |
|--------|--------|----------------------------|
|   |   | a Delaware  corporation,   |
|   |   |                       |   |   |   |
|   |   |                       | by: |   |   |
|   |   |                       |   | /s/ Thomas J. Tossavainen |   |
|   |   |                       |   | Name: | Thomas J.  Tossavainen |
|   |   |                       |   | Title: | Vice President  of Finance & |
|   |   |                       |   |   | Treasurer |
|   |   |                       |   |   |   |
|   |   | INTERLINE  BRANDS, INC.,   |
|   |   | a New Jersey  corporation, |
|   |   |                       |   |   |   |
|   |   |                       | by: |   |   |
|   |   |                       |   | /s/ Thomas J. Tossavainen |   |
|   |   |                       |   | Name: | Thomas J.  Tossavainen |
|   |   |                       |   | Title: | Vice President  of Finance & |
|   |   |                       |   |   | Treasurer |
|   |   |                       |   |   |   |
|   |   | WILMAR  FINANCIAL, INC.,   |
|   |   |                       |   |   |   |
|   |   |                       | by: |   |   |
|   |   |                       |   | /s/ Thomas J. Tossavainen |   |
|   |   |                       |   | Name: | Thomas J.  Tossavainen |
|   |   |                       |   | Title: | Vice President  of Finance & |
|   |   |                       |   |   | Treasurer |
|   |   |                       |   |   |   |
|   |   | WILMAR HOLDINGS,  INC.,    |
|   |   |                       |   |   |   |
|   |   |                       | by: |   |   |
|   |   |                       |   | /s/ Thomas J. Tossavainen |   |
|   |   |                       |   | Name: | Thomas J.  Tossavainen |
|   |   |                       |   | Title: | Vice President  of Finance & |
|   |   |                       |   |   | Treasurer |
|   |   |                       |   |   |   |
|   |   | GLENWOOD  ACQUISITION LLC, |
|   |   |                       |   |   |   |
|   |   |                       | by: |   |   |
|   |   |                       |   | /s/ Thomas J. Tossavainen |   |
|   |   |                       |   | Name: | Thomas J.  Tossavainen |
|   |   |                       |   | Title: | Vice President  of Finance & |
|   |   |                       |   |   | Treasurer |
|        |        |                            |  |  |  |  |  |

 

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|   |   | CREDIT SUISSE  FIRST BOSTON, acting through its Cayman Islands branch, individually and as  Administrative Agent, |
|--------|--------|-------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                              |   |   |   |
|   |   |                                                                                                              | by: |   |   |
|   |   |                                                                                                              |   | /s/ Robert Hetu |   |
|   |   |                                                                                                              |   | Name: | Robert Hetu |
|   |   |                                                                                                              |   | Title: | Director |
|   |   |                                                                                                              |   |   |   |
|   |   |                                                                                                              |   |   |   |
|   |   |                                                                                                              | by: |   |   |
|   |   |                                                                                                              |   | /s/ Ian W. Nalitt |   |
|   |   |                                                                                                              |   | Name: | Ian W. Nalitt |
|   |   |                                                                                                              |   | Title: | Associate |
|        |        |                                                                                                                   |  |  |  |  |

 

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|   |   | JPMORGAN CHASE  BANK, N.A.,             |
|--------|--------|-----------------------------------------|
|   |   | individually and  as Syndication Agent, |
|   |   |                                    |   |   |   |
|   |   |                                    | by: |   |   |
|   |   |                                    |   | /s/ William J. Caggiano |   |
|   |   |                                    |   | Name: | William J.  Caggiano |
|   |   |                                    |   | Title: |  Managing Director |
|        |        |                                         |  |  |  |  |

 

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|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:  ORIX FINANCIAL SERVICES, INC.                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Christopher L. Smith |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Christopher L.  Smith |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Authorized  Representative |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

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|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution: SUN  TRUST BANK                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ David W. Penter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | David W. Penter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing  Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

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|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | GMAC COMMERCIAL  FINANCE LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ David Grabosky |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | David Grabosky |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

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|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                      | FLEET NATIONAL  BANK, |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | a Bank of  America Company |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Peter Van Der Horst |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Peter Van Der  Horst |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

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|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution: THE  BANK OF NEW YORK                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Susan M. Graham |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Susan M. Graham |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                      | LEHMAN  COMMERCIAL PAPER INC. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Francis Chang |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Francis Chang |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Authorized  Signatory |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | GREEN LANE CLO  LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Kaitlin Trinh |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Kaitlin Trinh |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                      | MERRILL LYNCH  CAPITAL, a |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | division of  Merrill Lynch Business |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Financial  Services Inc. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Kelli O’Connell |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Kelli O’Connell |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                      | SANKATY  ADVISORS, LLC as |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Collateral  Manager for Castle Hill |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | I-Ingots, Ltd.,  as Term Lender |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Diane J. Exter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Diane J. Exter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing  Director |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Portfolio  Manager |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SANKATY  ADVISORS, LLC as |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Collateral  Manager for Brant Point |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CBO 2000-1 Ltd.,  as Term Lender |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Diane J. Exter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Diane J. Exter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing  Director |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Portfolio  Manager |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SANKATY  ADVISORS, LLC as |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Collateral  Manager for Race Point |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CLO, Limited, as  Term Lender |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Diane J. Exter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Diane J. Exter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing Director |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Portfolio  Manager |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SANKATY  ADVISORS, LLC as |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Collateral  Manager for Castle Hill III |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CLO, Limited, as  Term Lender |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Diane J. Exter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Diane J. Exter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing  Director |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Portfolio  Manager |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SANKATY HIGH  YIELD |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | PARTNERS II,  L.P. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Diane J. Exter |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Diane J. Exter |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Managing  Director |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Portfolio  Manager |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | SANKATY  ADVISORS, LLC as                                                                                                                                                                                                                                                                                                                                                              |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Collateral  Manager for Race Point II |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | CLO, Limited, as  Term Lender |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Diane J. Exter |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Diane J. Exter |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Managing  Director |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   | Portfolio  Manager |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | KZH CYPRESSTREE-1  LLC                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Hi Hua |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Hi Hua |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Authorized Agent |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | KZH STERLING LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Hi Hua |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Hi Hua |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Authorized Agent |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | HARBOUR TOWN  FUNDING LLC                                                                                                                                                                                                                                                                                                                                                              |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Diana M. Himes |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Diana M. Himes |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Assistant Vice  President |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | By: | CALLIDUS DEBT  PARTNERS |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CLO FUND II,  LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | By: | Its Collateral  Manager |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   | Callidus Capital |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   | Management, LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Wayne Mueller |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Wayne Mueller |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Senior Managing  Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | MORGAN STANLEY  PRIME |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | INCOME TRUST |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Elizabeth Bodisch |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Elizabeth  Bodisch |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Authorized  Signatory |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | REGIMENT  CAPITAL, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | By:                                                                                                                                                                                                                                                                                                                                                                                    | Regiment Capital  Management, LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | as its  Investment Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | By:                                                                                                                                                                                                                                                                                                                                                                                    | Regiment Capital  Advisors, LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | its Manager and  pursuant to delegated |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | authority |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Timothy S. Peterson |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Timothy S.  Peterson |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | VAN KAMPEN |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | SENIOR INCOME  TRUST |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Van Kampen  Investment |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Advisory Corp. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Darvin Pierce |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Darvin Pierce |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Executive  Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | VAN KAMPEN |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | SENIOR LOAN FUND |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Van Kampen  Investment |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Advisory Corp. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Darvin Pierce |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Darvin Pierce |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Executive  Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | WACHOVIA BANK,  NA                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ C. Jeffrey Seaton |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | C. Jeffrey  Seaton |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | C.V.P./M.D. |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE  SENIOR INCOME |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | TRUST |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE  INSTITUTIONAL |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | SENIOR LOAN FUND |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE CDO  III, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE CDO  V, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE CDO  VI, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | GRAYSON &  CO. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Boston  Management and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Research as  Investment Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | BIG SKY LOAN  FUND, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SENIOR DEBT  PORTFOLIO |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Boston  Management and Research |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | EATON VANCE |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | LIMITED DURATION  INCOME |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | FUND |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Eaton Vance  Management |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | as Investment  Advisor |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Michael B. Botthof |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Michael B.  Botthof |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | CENTURION CDO  VI, LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | American Express  Asset |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Management Group  as Collateral |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Manager |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Vincent P. Pham |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Vincent P. Pham |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Director-Operations |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SEQUILS-CENTURION  V., LTD. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | American Express  Asset |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Management Group, Inc.  as |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Collateral  Manager |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Vincent P. Pham |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Vincent P. Pham |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Director-Operations |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | IDS LIFE  INSURANCE COMPANY                                                                                                                                                                                                                                                                                                                                                            |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | By: | American Express  Asset |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   | Management Group, Inc.  as |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   | Collateral  Manager |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Yvonne Stevens |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Yvonne Stevens |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Senior Managing  Director |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | AMERICAN EXPRESS |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CERTIFICATE  COMPANY |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | American Express  Asset |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Management Group  as Collateral |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Manager |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Yvonne Stevens |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Yvonne Stevens |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Senior Managing  Director |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | FRANKLIN CLO II,  LIMITED                                                                                                                                                                                                                                                                                                                                                              |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ David Ardini |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | David Ardini |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Vice President |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | FRANKLIN CLO  III, LIMITED |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ David Ardini |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | David Ardini |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | FRANKLIN CLO IV,  LIMITED                                                                                                                                                                                                                                                                                                                                                              |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ David Ardini |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | David Ardini |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Vice President |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | FRANKLIN  FLOATING RATE                                                                                                                                                                                                                                                                                                                                                                |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | DAILY ACCESS  FUND |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Richard Hsu |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Richard Hsu |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Vice President |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | FRANKLIN  FLOATING RATE |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | TRUST |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Richard Hsu |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Richard Hsu |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Vice President |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | FRANKLIN  FLOATING RATE                                                                                                                                                                                                                                                                                                                                                                |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | MASTER SERIES |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Richard Hsu |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Richard Hsu |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Vice President |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | DRYDEN IV –  LEVERAGED LOAN                                                                                                                                                                                                                                                                                                                                                       |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | CDO 2003 |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | By: | Prudential  Investment |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   | Management, Inc.,  as Collateral |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   | Manager |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Martha Tuttle |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Martha Tuttle |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: |   |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004,  AMONG INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC.,  A NEW JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE  LENDERS PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,  AND JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | DRYDEN III –  LEVERAGED LOAN |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | CDO 2002 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | By: | Prudential Investment |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Management, Inc.,  as Collateral |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   | Manager |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Martha Tuttle |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Martha Tuttle |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: |   |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

 
|   |   |         | SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT  AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG INTERLINE BRANDS, INC., A  DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, THE  SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A.,  AS SYNDICATION AGENT. |
|--------|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   | Institution: | WHITNEY PRIVATE  DEBT FUND,                                                                                                                                                                                                                                                                                                                                                            |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | L.P. |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |   |         | by:                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Kevin J. Curley |   |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Name: | Kevin J. Curley |
|   |   |         |                                                                                                                                                                                                                                                                                                                                                                                   | Title: | Authorized  Signatory |
|        |        |              |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |

 

----

 
|   |   | SIGNATURE PAGE  TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF DECEMBER 21, 2004, AMONG  INTERLINE BRANDS, INC., A DELAWARE CORPORATION, INTERLINE BRANDS, INC., A NEW  JERSEY CORPORATION, THE SUBSIDIARY LOAN PARTIES PARTY THERETO, THE LENDERS  PARTY THERETO, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT, AND  JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   | Institution:                                                                                                                                                                                                                                                                                                                                                                           | SKY CBNA LOAN  FUNDING LLC |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   | by: |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | /s/ Jessica Moreno |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Name: | Jessica Moreno |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | Title: | Attorney-In-Fact |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |

 

----

EXHIBIT A

 

AMENDED AND RESTATEDCREDIT AGREEMENT

 

dated as of

 

December 21, 2004,

 

among

 

INTERLINE BRANDS, INC.,a Delaware corporation,as Holdings

 

 

INTERLINE BRANDS, INC.,a New Jersey corporationas Borrower,

 

 

The Lenders Party Hereto,

 

 

CREDIT SUISSE FIRST BOSTON,as Administrative Agent,

 

and

 

JPMORGAN CHASE BANK, N.A.(f/k/a JPMorgan Chase Bank),as Syndication Agent

 

 

J.P.  MORGANSECURITIES INC.

 

and

 

CREDIT SUISSE FIRST BOSTON,

 

as Joint Bookrunners and Co-Lead Arrangers

 

----

 

[CS&M Ref. 06701-2921

 

2

----

 

TABLE OF CONTENTS

 
| ARTICLE I                                                                 |   |
|--------------------------------------------------------------------------------|--------|
|                                                                           |   |
| Definitions                                                                    |   |
|                                                                           |   |
| SECTION 1.01.  Defined Terms                                              |   |
| SECTION 1.02. Classification of  Loans and Borrowings                     |   |
| SECTION 1.03. Terms Generally                                             |   |
| SECTION 1.04. Accounting Terms;  GAAP                                     |   |
|                                                                           |   |
| ARTICLE II                                                                |   |
|                                                                           |   |
| The  Credits                                                                   |   |
|                                                                           |   |
| SECTION 2.01. Commitments                                                 |   |
| SECTION 2.02. Loans and  Borrowings                                       |   |
| SECTION 2.03. Requests for  Borrowings                                    |   |
| SECTION 2.04. Swingline Loans                                             |   |
| SECTION 2.05. Letters of Credit                                           |   |
| SECTION 2.06. Funding of  Borrowings                                      |   |
| SECTION 2.07. Interest  Elections                                         |   |
| SECTION 2.08. Termination and  Reduction of Commitments                   |   |
| SECTION 2.09. Repayment of  Loans; Evidence of Debt                       |   |
| SECTION 2.10. Amortization of  Term Loans                                 |   |
| SECTION 2.11. Prepayment of  Loans                                        |   |
| SECTION 2.12. Fees                                                        |   |
| SECTION 2.13. Interest                                                    |   |
| SECTION 2.14. Alternate Rate of  Interest                                 |   |
| SECTION 2.15. Increased Costs                                             |   |
| SECTION 2.16. Break Funding  Payments                                     |   |
| SECTION 2.17. Taxes                                                       |   |
| SECTION 2.18. Payments  Generally; Pro Rata Treatment; Sharing of Setoffs |   |
| SECTION 2.19. Mitigation  Obligations; Replacement of Lenders             |   |
| SECTION 2.20. Incremental  Extensions of Credit                           |   |
|                                                                           |   |
| ARTICLE III                                                               |   |
|                                                                           |   |
| Representations and  Warranties                                                |   |
|                                                                           |   |
| SECTION 3.01. Organization;  Powers                                       |   |
| SECTION 3.02. Authorization;  Enforceability                              |   |
| SECTION 3.03. Governmental  Approvals; No Conflicts                       |   |
| SECTION 3.04. Financial  Condition; No Material Adverse Change            |   |
| SECTION 3.05. Properties                                                  |   |

 

i

----

 
| SECTION 3.06. Litigation and  Environmental Matters                      |   |
|-------------------------------------------------------------------------------|--------|
| SECTION 3.07. Compliance with  Laws and Agreements                       |   |
| SECTION 3.08. Investment and  Holding Company Status                     |   |
| SECTION 3.09. Taxes                                                      |   |
| SECTION 3.10. ERISA                                                      |   |
| SECTION 3.11. Disclosure                                                 |   |
| SECTION 3.12. Subsidiaries                                               |   |
| SECTION 3.13. Insurance                                                  |   |
| SECTION 3.14. Labor Matters                                              |   |
| SECTION 3.15. Solvency                                                   |   |
| SECTION 3.16. Senior  Indebtedness; Designated Senior Indebtedness       |   |
|                                                                          |   |
| ARTICLE IV                                                               |   |
|                                                                          |   |
| Conditions                                                                    |   |
|                                                                          |   |
| SECTION 4.01. [Intentionally  Omitted.]                                  |   |
| SECTION 4.02. Each Credit Event                                          |   |
|                                                                          |   |
| ARTICLE V                                                                |   |
|                                                                          |   |
| Affirmative Covenants                                                         |   |
|                                                                          |   |
| SECTION 5.01. Financial  Statements and Other Information                |   |
| SECTION 5.02. Notices of  Material Events                                |   |
| SECTION 5.03. Information  Regarding Collateral                          |   |
| SECTION 5.04. Existence; Conduct  of Business                            |   |
| SECTION 5.05. Payment of  Obligations                                    |   |
| SECTION 5.06. Maintenance of  Properties                                 |   |
| SECTION 5.07. Insurance                                                  |   |
| SECTION 5.08. Casualty and  Condemnation                                 |   |
| SECTION 5.09. Books and Records;  Inspection and Audit Rights            |   |
| SECTION 5.10. Compliance with  Laws                                      |   |
| SECTION 5.11. Use of Proceeds  and Letters of Credit                     |   |
| SECTION 5.12. Additional  Subsidiaries                                   |   |
| SECTION 5.13. Further Assurances                                         |   |
|                                                                          |   |
| ARTICLE VI                                                               |   |
|                                                                          |   |
| Negative Covenants                                                            |   |
|                                                                          |   |
| SECTION 6.01. Indebtedness;  Certain Equity Securities                   |   |
| SECTION 6.02. Liens                                                      |   |
| SECTION 6.03. Fundamental  Changes                                       |   |
| SECTION 6.04. Investments,  Loans, Advances, Guarantees and Acquisitions |   |
| SECTION 6.05. Asset Sales                                                |   |
| SECTION 6.06. Sale and Leaseback  Transactions                           |   |

 

ii

----

 
| SECTION 6.07. Swap Agreements                                                        |   |
|-------------------------------------------------------------------------------------------|--------|
| SECTION 6.08. Restricted  Payments; Certain Payments of Indebtedness                 |   |
| SECTION 6.09. Transactions with  Affiliates                                          |   |
| SECTION 6.10. Restrictive  Agreements                                                |   |
| SECTION 6.11. Amendment of  Material Documents                                       |   |
| SECTION 6.12. Interest Expense  Coverage Ratio                                       |   |
| SECTION 6.13. Net Leverage  Ratio                                                    |   |
| SECTION 6.14. Maximum Capital  Expenditures                                          |   |
|                                                                                      |   |
| ARTICLE VII                                                                          |   |
|                                                                                      |   |
| Events of Default                                                                         |   |
|                                                                                      |   |
| ARTICLE VIII                                                                         |   |
|                                                                                      |   |
| The Administrative Agent                                                                  |   |
|                                                                                      |   |
| ARTICLE IX                                                                           |   |
|                                                                                      |   |
| Miscellaneous                                                                             |   |
|                                                                                      |   |
| SECTION 9.01. Notices                                                                |   |
| SECTION 9.02. Waivers;  Amendments                                                   |   |
| SECTION 9.03. Expenses;  Indemnity; Damage Waiver                                    |   |
| SECTION 9.04. Successors and  Assigns                                                |   |
| SECTION 9.05. Survival                                                               |   |
| SECTION 9.06. Counterparts;  Integration; Effectiveness                              |   |
| SECTION 9.07. Severability                                                           |   |
| SECTION 9.08. Right of Setoff                                                        |   |
| SECTION 9.09. Governing Law;  Jurisdiction; Consent to Service of Process            |   |
| SECTION 9.10. WAIVER OF JURY  TRIAL                                                  |   |
| SECTION 9.11. Headings                                                               |   |
| SECTION 9.12. Confidentiality                                                        |   |
| SECTION 9.13. Interest Rate  Limitation                                              |   |
| SECTION 9.14. USA Patriot Act                                                        |   |
| SECTION 9.15. Existing Credit  Agreement; Effectiveness of Amendment and Restatement |   |

 

iii

----

 
| SCHEDULES:            |   |
|-----------------------|--------|
|                  |   |
| Schedule 1.01(a) | — | Mortgaged  Property |   |
| Schedule 1.01(b) | — | Specified  Properties |   |
| Schedule 2.01    | — | Commitments |   |
| Schedule 3.05    | — | Real Property |   |
| Schedule 3.06    | — | Disclosed  Matters |   |
| Schedule 3.12    | — | Subsidiaries |   |
| Schedule 3.13    | — | Insurance |   |
| Schedule 6.01    | — | Existing  Indebtedness |   |
| Schedule 6.02    | — | Existing Liens |   |
| Schedule 6.04    | — | Existing  Investments |   |
| Schedule 6.09    | — | Transactions  with Affiliates |   |
| Schedule 6.10    | — | Existing  Restrictions |   |
|                  |   |
| EXHIBITS:             |   |
|                  |   |
| Exhibit A        | — | Form of  Assignment and Assumption |   |
| Exhibit B        | — | Form of  Borrowing Request |   |
| Exhibit C        | — | Form of  Interest Election Request |   |
| Exhibit D-1      | — | [Intentionally  Omitted] |   |
| Exhibit D-2      | — | [Intentionally  Omitted] |   |
| Exhibit E        | — | Form of  Guarantee and Collateral Agreement |   |
| Exhibit F        | — | Form of  Perfection Certificate |   |
| Exhibit G        | — | Form of  Reaffirmation and Joinder Agreement |   |
|                       |        |  |  |  |  |

 

iv

----

 

AMENDED AND RESTATEDCREDIT AGREEMENT dated as of December 21, 2004, among INTERLINE BRANDS,INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC., a NewJersey corporation (the “Borrower”), the LENDERS party hereto, CREDITSUISSE FIRST BOSTON, a bank organized under the laws of Switzerland and actingthrough its Cayman Islands branch, as Administrative Agent, and JPMORGAN CHASEBANK, N.A. (f/k/a JPMorgan Chase Bank), a national banking association, asSyndication Agent.

 

Reference is made to theCredit Agreement dated as of May 29, 2003, as amended by Amendment No. 1thereto dated as of December 19, 2003, among the Borrower, the Lendersparty thereto, the Administrative Agent and the Syndication Agent (the “ExistingCredit Agreement”).

 

Holdings intends toconsummate an initial public offering of its common stock generating grossproceeds of not less than $187,500,000 (the “Initial Public Offering”).  In connection with the Initial PublicOffering, the Borrower will merge (the “Merger”) with InterlineSubsidiary, Inc., a wholly owned subsidiary of Holdings, with the Borroweras the surviving entity in the Merger and a wholly owned subsidiary ofHoldings.  In the Merger, all theoutstanding common stock of the Borrower will be converted into common stock ofHoldings and all the outstanding Existing Preferred Stock will be convertedinto the right to receive $55,000,000 in cash and 19,187,500 shares of commonstock of Holdings.  The Net Proceeds fromthe Initial Public Offering will be used by Holdings and the Borrower to (a) redeem35% of the outstanding aggregate principal amount of Senior Subordinated Notesof the Borrower for an aggregate redemption price (including prepaymentpremiums and accrued interest) of approximately $78,100,000, (b) prepay$31,250,000 aggregate principal amount of Term Loans under the Existing CreditAgreement, (c) pay aggregate cash consideration in the Merger of$55,000,000 to the holders of the Existing Preferred Stock, (d) payapproximately $5,000,000 in costs in connection with the termination of certainSwap Agreements of the Borrower and (e) pay fees and expenses inconnection with the foregoing of approximately $16,800,000.  The balance, if any, of the Net Proceeds fromthe Initial Public Offering will be retained by the Borrower and used forgeneral corporate purposes.  Thetransactions described in this paragraph are collectively referred to as the “IPOTransactions”.

 

Subject to thesatisfaction of the conditions set forth in the Amendment and RestatementAgreement dated as of the date hereof among Holdings, the Borrower, theRequired Restatement Lenders (as defined therein), the Administrative Agent andthe Syndication Agent (the “Amendment and Restatement Agreement”), theExisting Credit Agreement shall be amended and restated as provided herein.

 

----

 

ARTICLE I

 

Definitions

 

SECTION 1.01.  Defined Terms.  As used in this Agreement, the followingterms have the meanings specified below:

 

“ABR”, when usedin reference to any Loan or Borrowing, refers to whether such Loan, or theLoans comprising such Borrowing, are bearing interest at a rate determined byreference to the Alternate Base Rate.

 

“Additional SeniorSubordinated Notes” means any senior subordinated notes issued by theBorrower after the Restatement Effective Date and the Indebtedness representedthereby; provided that (a) such senior subordinated notes (i) shallnot provide for guarantors, obligors or security in addition to those whichapply to the Senior Subordinated Notes, (ii) shall not have a maturitydate that is earlier than the date that is 180 days after the Term LoanMaturity Date or provide for any amortization, sinking fund or other scheduledpayments (other than regularly scheduled interest payments) prior to the datethat is 180 days after the Term Loan Maturity Date and (iii) shall besubordinated to the Obligations on terms not less favorable to the Lenders thanthe terms in respect of the Senior Subordinated Notes and (b) all otherterms (excluding interest rates and redemption premiums) of such seniorsubordinated notes shall not be materially less favorable to the Lenders thanthose existing with respect to the Senior Subordinated Notes.

 

“Adjusted LIBO Rate”means, with respect to any Eurodollar Borrowing for any Interest Period, aninterest rate per annum equal to (a) the LIBO Rate for such InterestPeriod multiplied by (b) the Statutory Reserve Rate.

 

“Administrative Agent”means Credit Suisse First Boston, in its capacity as administrative agent forthe Lenders hereunder.

 

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.

 

“Affiliate” means,with respect to a specified Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified.

 

“Agents” means theAdministrative Agent and the Syndication Agent.

 

“Agreement” meansthis Amended and Restated 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 PrimeRate in effect on such day and (b) the Federal Funds Effective Rate ineffect on such day plus 1⁄2 of 1%.  Anychange in the Alternate Base Rate due to a 

 

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change in the Prime Rateor the Federal Funds Effective Rate shall be effective from and including theeffective date of such change in the Prime Rate or the Federal Funds EffectiveRate, respectively.

 

“Amendment andRestatement Agreement” has the meaning assigned to such term in thepreamble to this Agreement.

 

“Applicable Percentage”means, with respect to any Revolving Lender, the percentage of the totalRevolving Commitments represented by such Lender’s Revolving Commitment.  If the Revolving Commitments have terminatedor expired, the Applicable Percentages shall be determined based upon theRevolving Commitments most recently in effect, giving effect to anyassignments.

 

“Applicable Rate”means, for any day (a) with respect to any ABR Loan or Eurodollar Loanthat is a Term Loan or Revolving Loan, as the case may be, the applicable rateper annum set forth below under the caption “Term Loan ABR Spread”, “Term LoanEurodollar Spread”, “Revolving Loan ABR Spread” or “Revolving Loan EurodollarSpread”, as the case may be, based upon the Net Leverage Ratio or, with respectto a Revolving Loan, the Leverage Ratio, in each case, as of the most recentdetermination date:

 

**Applicable Rates for Term Loans**

 
| **Net Leverage Ratio:**                                                              | ** ** | **Term Loan ABR  Spread** | ** ** | **Term Loan Eurodollar  Spread** | ** ** |
|--------------------------------------------------------------------------------------|------------|---------------------------|------------|----------------------------------|------------|
|                                                                                 |       |                      |       |                             |       |
| Category 1                                                                           |       | 1.25                      | %          | 2.25                             | %          |
| Ratio is greater than 4.25 to 1.00                                                   |       |                      |       |                             |       |
| Category 2                                                                           |       | 1.25                      | %          | 2.25                             | %          |
| Ratio is less than or equal to 4.25 to 1.00 but  greater than 3.50 to 1.00           |       |                      |       |                             |       |
| Category 3                                                                           |       | 1.25                      | %          | 2.25                             | %          |
| Ratio is less than or equal to 3.50 to 1.00 but  greater than 3.00 to 1.00           |       |                      |       |                             |       |
| Category 4                                                                           |       | 1.25                      | %          | 2.25                             | %          |
| Ratio is less than or equal to 3.00 to 1.00 but  great than or equal to 2.25 to 1.00 |       |                      |       |                             |       |
| Category 5                                                                           |       | 1.00                      | %          | 2.00                             | %          |
| Ratio is less than 2.25 to 1.00                                                      |       |                      |       |                             |       |

 

**Applicable Rates for Revolving Loans**

 
| **Leverage Ratio:**                                                                  | ** ** | **Revolving Loan ABR  Spread** | ** ** | **Revolving Loan Eurodollar   Spread** | ** ** |
|--------------------------------------------------------------------------------------|------------|--------------------------------|------------|----------------------------------------|------------|
|                                                                                 |       |                           |       |                                   |       |
| Category 1                                                                           |       | 2.75                           | %          | 3.75                                   | %          |
| Ratio is greater than 4.25 to 1.00                                                   |       |                           |       |                                   |       |
| Category 2                                                                           |       | 2.50                           | %          | 3.50                                   | %          |
| Ratio is less than or equal to 4.25 to 1.00 but  greater than 3.50 to 1.00           |       |                           |       |                                   |       |
| Category 3                                                                           |       | 2.25                           | %          | 3.25                                   | %          |
| Ratio is less than or equal to 3.50 to 1.00 but  greater than 3.00 to 1.00           |       |                           |       |                                   |       |
| Category 4                                                                           |       | 1.75                           | %          | 2.75                                   | %          |
| Ratio is less than or equal to 3.00 to 1.00 but  great than or equal to 2.25 to 1.00 |       |                           |       |                                   |       |
| Category 5                                                                           |       | 1.75                           | %          | 2.75                                   | %          |
| Ratio is less than 2.25 to 1.00                                                      |       |                           |       |                                   |       |

 

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For purposes of theforegoing, (i) the Net Leverage Ratio or Leverage Ratio, as applicable,shall be determined as of the end of each fiscal quarter of the Borrower’sfiscal year based upon the Borrower’s consolidated financial statementsdelivered pursuant to Section 5.01 (a) or (b) or, in the case ofa fiscal quarter of any fiscal year, a Pricing Certificate, and (ii) eachchange in the Applicable Rate resulting from a change in the Net Leverage Ratioor Leverage Ratio, as applicable, shall be effective during the periodcommencing on and including the date that is three Business Days after the dateof delivery to the Administrative Agent of such consolidated financial statementsor Pricing Certificate indicating such change and ending on the dateimmediately preceding the effective date of the next such change; providedthat the Net Leverage Ratio or Leverage Ratio, as applicable, shall be deemedto be in Category 1, at the option of the Administrative Agent or at therequest of the Required Lenders, (A) at any time that an Event of Defaulthas occurred and is continuing or (B) if the Borrower fails to deliver theconsolidated 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 deliverythereof until the third Business Day after such consolidated financialstatements are delivered.

 

“Approved Fund”has the meaning assigned to such term in Section 9.04.

 

“Assignment andAssumption” means an assignment and assumption entered into by a Lender andan 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 anyother form approved by the Administrative Agent.

 

“Board” means theBoard of Governors of the Federal Reserve System of the United States ofAmerica.

 

“Borrower” meansInterline Brands, Inc., a New Jersey corporation.

 

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

 

“Borrowing Request”means a request by the Borrower for a Borrowing in accordance with Section 2.03and substantially in the form of Exhibit B, or such other form as shall beapproved by the Administrative Agent.

 

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“Business Day”means any day that is not a Saturday, Sunday or other day on which commercialbanks in New York City are authorized or required by law to remain closed; providedthat, 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 dollardeposits in the London interbank market.

 

“Buyers Access”means Buyers Access LLC, a Delaware limited liability company.

 

“Buyers AccessOperating Agreement” means the limited liability company agreement dated asof April 16, 2003, among Buyers Access, Glenwood Acquisition LLC,AIMCO/NHP Holdings, Inc. and James M. Sweeney.

 

“Capital Expenditures”means, for any period, (a) the additions to property, plant and equipmentand other capital expenditures of the Borrower and the Subsidiaries, on aconsolidated basis, that are (or would be) set forth in a consolidatedstatement of cash flows of the Borrower for such period prepared in accordancewith GAAP (including expenditures for maintenance and repairs which should becapitalized in accordance with GAAP) and (b) Capital Lease Obligationsincurred by the Borrower and the Subsidiaries, on a consolidated basis, duringsuch period; provided that Capital Expenditures shall not include (i) expendituresof proceeds of insurance settlements, condemnation awards and other settlementsin respect of lost, destroyed, damaged or condemned assets, equipment or otherproperty to the extent such expenditures are made to replace or repair suchlost, destroyed, damaged or condemned assets, equipment or other property orotherwise to acquire, maintain, develop, construct, improve or repair assets orproperties useful in the business of the Borrower or (ii) investments thatconstitute a Permitted Acquisition pursuant to clause (a) of Section 6.04.

 

“Capital LeaseObligations” of any Person means the obligations of such Person to pay rentor other amounts under any lease of (or other arrangement conveying the rightto use) real or personal property, or a combination thereof, which obligationsare required to be classified and accounted for as capital leases on a balancesheet of such Person under GAAP, and the amount of such obligations shall bethe capitalized amount thereof determined in accordance with GAAP.

 

“Certificate ofDesignation” means the Wilmar Industries, Inc. Certificate ofDesignation of Senior Preferred Stock dated May 16, 2000, as in effect onthe 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 bythe issued and outstanding Equity Interests in the Borrower; (b) theacquisition of ownership, directly or indirectly, beneficially or of record, byany 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 datehereof), other than the Permitted Investors, of Equity Interests representingmore than 35% of the aggregate voting power or aggregate equity

 

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value represented by theissued and outstanding Equity Interests in Holdings, which represents a greaterpercentage of the aggregate ordinary voting power or the aggregate equityvalue, as applicable, represented by the issued and outstanding EquityInterests in Holdings than the percentage of the aggregate ordinary votingpower or the aggregate equity value, as applicable, owned, directly orindirectly, beneficially and of record, by the Sponsors; (c) occupation ofa majority of the seats (other than vacant seats) on the board of directors ofHoldings by Persons who were neither (i) nominated by the board ofdirectors of Holdings nor (ii) appointed by directors so nominated; (d) theacquisition of direct or indirect Control of Holdings by any Person or groupother than the Sponsors; or (e) the occurrence of a “Change of Control”,as defined in the Senior Subordinated Debt Documents or the terms of anyAdditional Senior Subordinated Notes.

 

“Change in Law”means (a) the adoption of any law, rule or regulation after theOriginal Closing Date, (b) any change in any law, rule or regulationor in the interpretation or application thereof by any Governmental Authorityafter the date of this Agreement or (c) compliance by any Lender orIssuing Bank (or, for purposes of Section 2.15(b), by any lending officeof 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 oflaw) of any Governmental Authority made or issued after the date of thisAgreement.

 

“Class”, when usedin reference to any Loan or Borrowing, refers to whether such Loan, or theLoans comprising such Borrowing, are Revolving Loans, Term Loans, IncrementalExtensions of Credit or Swingline Loans and, when used in reference to anyCommitment, refers to whether such Commitment is a Revolving Commitment or anyCommitment in respect of an Incremental Extension of Credit.

 

“CLO” has themeaning assigned to such term in Section 9.04.

 

“Code” means theInternal Revenue Code of 1986, as amended from time to time.

 

“Collateral” meansany and all “Collateral”, as defined in any applicable SecurityDocument.

 

“Collateral Agent”means the Administrative Agent or other Person acting as collateral agent forthe Secured Parties (as defined in the Collateral Agreement) under the SecurityDocuments.

 

“Collateral Agreement”means the Guarantee and Collateral Agreement among Holdings, the Borrower, theSubsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit E.

 

“Collateral andGuarantee Requirement” means the requirement that:

 

(a)                                  theAdministrative Agent shall have received from each Loan Party either (i) acounterpart of the Collateral Agreement duly executed and

 

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delivered on behalf of such Loan Party or (ii) inthe case of any Person that becomes a Loan Party after the RestatementEffective Date, a supplement to the Collateral Agreement, substantially in theform specified therein, duly executed and delivered on behalf of such LoanParty;

 

(b)                                 alloutstanding Equity Interests of (i) the Borrower and (ii) eachSubsidiary owned by or on behalf of any Loan Party shall have been pledgedpursuant to the Collateral Agreement (except that the Loan Parties shall not berequired to pledge (i) more than 65% of the outstanding voting EquityInterests of any Foreign Subsidiary that is not a Loan Party but is owneddirectly by a Loan Party, (ii) any Equity Interests of a ForeignSubsidiary that is not owned directly by a Loan Party and (iii) any EquityInterests in a Joint Venture or Glenwood Acquisition LLC), and theAdministrative Agent shall have received certificates or other instrumentsrepresenting all such Equity Interests, together with undated stock powers orother instruments of transfer with respect thereto endorsed in blank;

 

(c)                                  allIndebtedness of Holdings, the Borrower and each Subsidiary that is owing to anyLoan Party shall be evidenced by a promissory note and shall have been pledgedpursuant to the Collateral Agreement and the Administrative Agent shall havereceived all such promissory notes, together with undated instruments oftransfer with respect thereto endorsed in blank;

 

(d)                                 alldocuments and instruments, including Uniform Commercial Code financingstatements, required by law or reasonably requested by the Administrative Agentto be filed, registered or recorded to create the Liens intended to be createdby the Collateral Agreement and perfect such Liens to the extent required by,and with the priority required by, the Collateral Agreement, shall have beenfiled, registered or recorded or delivered to the Administrative Agent forfiling, registration or recording;

 

(e)                                  theAdministrative Agent shall have received (i) counterparts of a Mortgagewith respect to each Mortgaged Property duly executed and delivered by therecord owner of such Mortgaged Property, (ii) a policy or policies oftitle insurance issued by a nationally recognized title insurance companyinsuring the Lien of each such Mortgage as a valid first-priority Lien on theMortgaged Property described therein, free of any other Liens except asexpressly 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 otherdocuments as the Administrative Agent may reasonably request with respect toany such Mortgage or Mortgaged Property; and

 

(f)                                    eachLoan Party shall have obtained all consents and approvals required to beobtained by it in connection with the execution and delivery of all SecurityDocuments to which it is a party, the performance of its obligations thereunderand the granting by it of the Liens thereunder.

 

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“Commitment” meansa Revolving Commitment or any commitment in respect of an Incremental Extensionof Credit or any combination thereof (as the context requires).

 

“Consolidated CashInterest Expense” means, for any period, the excess of (a) the sum of (i) theinterest expense (including imputed interest expense in respect of CapitalLease Obligations) of the Borrower and the Subsidiaries for such period,determined on a consolidated basis in accordance with GAAP, (ii) anyinterest accrued during such period in respect of Indebtedness of the Borroweror any Subsidiary that is required to be capitalized rather than included inconsolidated interest expense for such period in accordance with GAAP, plus (iii) anycash payments made during such period in respect of obligations referred to inclause (b)(ii) below that were amortized or accrued in a previous period,minus (b) the sum of (i) to the extent included in such consolidatedinterest expense for such period, non-cash amounts attributable to amortizationof financing costs paid in a previous period, plus (ii) to the extentincluded in such consolidated interest expense for such period, non-cashamounts attributable to amortization of debt discounts or accrued interestpayable in kind for such period plus (iii) interest income for suchperiod.

 

“Consolidated EBITDA”means, for any period, Consolidated Net Income for such period plus (a) withoutduplication and to the extent deducted in determining such Consolidated NetIncome, the sum of (i) consolidated interest expense of the Borrower andthe Subsidiaries for such period, (ii) consolidated income tax expense ofthe Borrower and the Subsidiaries for such period (including any income taxexpense of Holdings for such period to the extent the Borrower has made paymentto or for the account of Holdings in respect thereof), (iii) all amountsattributable to depreciation and amortization for such period, (iv) amortizationor write-down of intangibles (including goodwill), (v) costs and expensespaid by the Borrower in connection with the Transactions in an aggregate amountnot to exceed $16,800,000 in the fiscal year ending December 31, 2004 orwithin 180 days thereafter, (vi) expenses and payments directlyattributable to the termination of real estate leases or real estate sales, therelocation of distribution and call center facilities and severance in anaggregate amount not to exceed $1,400,000, (vii) any extraordinarynon-cash charges of the Borrower and the Subsidiaries for such period and (viii) anycompensation expense or other charges of the Borrower and the Subsidiaries forsuch period in respect of split-dollar life insurance cancellation costs andloans to officers, in each case arising out of the IPO Transactions, and minus (b) withoutduplication and to the extent included in determining such Consolidated NetIncome, (i) any extraordinary gains of the Borrower and the Subsidiariesfor such period and (ii) write-up of intangibles (including goodwill), alldetermined on a consolidated basis in accordance with GAAP.  For purposes of calculating ConsolidatedEBITDA for any period of four consecutive fiscal quarters for testingcompliance with Sections 6.12 and 6.13 and for determining the Applicable Rateand compliance with Section 2.11(d), if the Borrower or any consolidatedSubsidiary has made any Permitted Acquisition during such period of fourconsecutive fiscal quarters ending on the date on which the most recent fiscalquarter ended, Consolidated EBITDA for the relevant period shall be calculatedafter giving pro forma effect thereto (and any

 

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related incurrence orrepayment of Indebtedness, with any new Indebtedness being deemed to beamortized over the applicable testing period in accordance with its terms) asif such Permitted Acquisition had occurred on the first day of the fourconsecutive fiscal quarter period for which such calculation is being made(including cost savings to the extent such cost savings would be permitted tobe reflected in pro forma financial information complying with the requirementsof GAAP and Article XI of Regulation S-X under the Securities Exchange Actof 1934, as amended).

 

“Consolidated NetIncome” means, for any period, the net income or loss of the Borrower andthe Subsidiaries for such period, determined on a consolidated basis inaccordance with GAAP (adjusted to reflect any charge, tax or expense incurredor accrued by Holdings during such period as though such charge, tax or expensehad been incurred by the Borrower, to the extent that the Borrower has made oris permitted under the Loan Documents to make any payment to or for the accountof Holdings in respect thereof); provided that there shall be excluded (a) theincome of any Person (other than a Loan Party) in which any other Person (otherthan the Borrower or any Subsidiary or any director holding qualifying sharesin compliance with applicable law) owns an Equity Interest, except to theextent of the amount of dividends or other cash distributions actually paid tothe Borrower or any of the Subsidiaries during such period, and (b) theincome or loss of any Person accrued prior to the date it becomes a Subsidiaryor is merged into or consolidated with the Borrower or any Subsidiary or thedate that such Person’s assets are acquired by the Borrower or any Subsidiary.

 

“Control” meansthe possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”have meanings correlative thereto.

 

“Default” meansany event or condition which constitutes an Event of Default or which uponnotice, lapse of time or both would, unless cured or waived, become an Event ofDefault.

 

“Disclosed Matters”means the actions, suits and proceedings and the environmental mattersdisclosed in Schedule 3.06.

 

“dollars” or “$”refers to lawful money of the United States of America.

 

“Environmental Laws”means all laws, rules, regulations, codes, ordinances, orders, decrees,judgments, injunctions, notices or binding agreements issued, promulgated orentered into by any Governmental Authority, relating in any way to theenvironment, preservation or reclamation of natural resources, the management,Release or threatened Release of any Hazardous Material or health and safetymatters.

 

“EnvironmentalLiability” means all liabilities, obligations, damages, losses, claims,actions, suits, judgments, orders, fines, penalties, fees, expenses and costs,(including administrative oversight costs, natural resource damages andremediation costs), whether contingent or otherwise, arising out of or relatingto:  (a) compliance or

 

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non-compliance with anyEnvironmental Law, (b) the generation, use, handling, transportation,storage, treatment or disposal of any Hazardous Materials, (c) exposure toany Hazardous Materials, (d) the Release or threatened Release of anyHazardous Materials or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect toany of the foregoing.

 

“Equity Interests”means shares of capital stock, partnership interests, membership interests in alimited liability company, beneficial interests in a trust or other equityownership interests in a Person, and any warrants, options or other rights entitlingthe holder thereof to purchase or acquire any such equity interest.

 

“ERISA” means theEmployee Retirement Income Security Act of 1974, as amended from time to time.

 

“ERISA Affiliate”means any trade or business (whether or not incorporated) that, together withthe 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 412of the Code, is treated as a single employer under Section 414 of theCode.

 

“ERISA Event” means(a) any “reportable event”, as defined in Section 4043 of ERISA orthe regulations issued thereunder with respect to a Plan (other than an eventfor which the 30-day notice period is waived); (b) the existencewith respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412of the Code or Section 302 of ERISA), whether or not waived; (c) thefiling pursuant to Section 412(d) of the Code or Section 303(d) ofERISA of an application for a waiver of the minimum funding standard withrespect to any Plan; (d) the incurrence by the Borrower or any of itsERISA Affiliates of any liability under Title IV of ERISA with respect to thetermination of any Plan; (e) the receipt by the Borrower or any ERISAAffiliate from the PBGC or a plan administrator of any notice relating to anintention to terminate any Plan or Plans or to appoint a trustee to administerany Plan; (f) the incurrence by the Borrower or any of its ERISAAffiliates of any liability with respect to the withdrawal or partialwithdrawal from any Plan or Multiemployer Plan; (g) the receipt by theBorrower or any ERISA Affiliate of any notice, or the receipt by anyMultiemployer Plan from the Borrower or any ERISA Affiliate of any notice,concerning the imposition of Withdrawal Liability or a determination that aMultiemployer 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 eventor condition that could reasonably be expected to constitute grounds underERISA for the termination of, or the appointment of a trustee to administer,any Plan.

 

“Eurodollar”, whenused in reference to any Loan or Borrowing, refers to whether such Loan, or theLoans comprising such Borrowing, are bearing interest at a rate determined byreference 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:

 

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(a)                                  theConsolidated Net Income for such fiscal year, adjusted to exclude any gains orlosses attributable to Prepayment Events; plus

 

(b)                                 thedepreciation, amortization and other non-cash charges or losses deducted indetermining Consolidated Net Income for such fiscal year; plus

 

(c)                                  theamount, if any, by which Net Working Capital decreased during such fiscal year;minus

 

(d)                                 thesum of (i) any non-cash gains included in determining such consolidatednet income (or loss) for such fiscal year plus (ii) the amount, if any, bywhich Net Working Capital increased during such fiscal year; minus

 

(e)                                  thesum of (i) Capital Expenditures for such fiscal year (except to the extent(A) attributable to the incurrence of Capital Lease Obligations, (B) financedby incurring Long-Term Indebtedness or (C) made pursuant to Section 6.14(a)(ii) orSection 6.14(c)) plus (ii) any consideration paid during such fiscalyear to make Permitted Acquisitions or other capital investments to the extentpaid using cash generated in the ordinary course of the Borrower’s business;minus

 

(f)                                    theaggregate principal amount of Long-Term Indebtedness repaid or prepaid by theBorrower and the Subsidiaries, on a consolidated basis, during such fiscalyear, excluding (i) Indebtedness in respect of Revolving Loans and Lettersof Credit (unless and to the extent that there is a corresponding reduction inthe Revolving Commitments), (ii) Term Loans prepaid pursuant to Section 2.11(a),(c) or (d), and (iii) repayments or prepayments of Long-TermIndebtedness financed by incurring other Long-Term Indebtedness.

 

“Excluded Taxes”means, with respect to the Administrative Agent, any Lender, any Issuing Bankor any other recipient of any payment to be made by or on account of anyobligation of the Borrower hereunder, (a) net income or franchise taxesimposed by the United States of America, a state, locality or other politicalsubdivision thereof or by any jurisdiction (or political subdivision thereof)under the laws of which such recipient is subject to such taxes as a result ofa present or former connection to such jurisdiction, (b) any branchprofits taxes imposed by the United States of America or any similar taximposed by any other jurisdiction described in clause (a) above and (c) inthe case of a Foreign Lender (other than an assignee pursuant to a request bythe Borrower under Section 2.19(b)), any withholding tax that (i) isin effect and would apply to amounts payable to such Foreign Lender at the timesuch Foreign Lender becomes a party to this Agreement (or designates a newlending office), except to the extent that such Foreign Lender (or itsassignor, if any) was entitled, at the time of designation of a new lendingoffice (or assignment), to receive additional amounts from the Borrower withrespect to any withholding tax pursuant to Section 2.17(a), or (ii) isattributable to such Foreign Lender’s failure to comply with Section 2.17(e).

 

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“Existing CreditAgreement” has the meaning assigned to such term in the preamble to thisAgreement.

 

“Existing PreferredStock” means preferred stock of the Borrower issued pursuant to theCertificate of Designation.

 

“Federal FundsEffective Rate” means, for any day, the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve Systemarranged by Federal funds brokers, as published on the next succeeding BusinessDay by the Federal Reserve Bank of New York, or, if such rate is not sopublished for any day that is a Business Day, the average of the quotations forsuch day for such transactions received by the Administrative Agent from threeFederal funds brokers of recognized standing selected by it.

 

“Financial Officer”means the chief financial officer, principal accounting officer, treasurer orcontroller of the Borrower.

 

“Foreign Lender”means any Lender that is organized under the laws of a jurisdiction other thanthat in which the Borrower is located. For purposes of this definition, the United States of America, eachState thereof and the District of Columbia shall be deemed to constitute asingle jurisdiction.

 

“Foreign Subsidiary”means any Subsidiary that is organized under the laws of a jurisdiction otherthan the United States of America or any State thereof or the District ofColumbia.

 

“GAAP” meansgenerally accepted accounting principles in the United States of America, as ineffect from time to time.

 

“GovernmentalAuthority” means the government of the United States of America, any othernation or any political subdivision thereof, whether state or local, and anyagency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government.

 

“Guarantee” of orby any Person (the “guarantor”) means any obligation, contingent orotherwise, of the guarantor guaranteeing or having the economic effect ofguaranteeing any Indebtedness or other obligation of any other Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including anyobligation of the guarantor, direct or indirect, (a) to purchase or pay(or advance or supply funds for the purchase or payment of) such Indebtednessor other obligation or to purchase (or to advance or supply funds for thepurchase of) any security for the payment thereof, (b) to purchase orlease property, securities or services for the purpose of assuring the owner ofsuch Indebtedness or other obligation of the payment thereof, (c) tomaintain working capital, equity capital or any other financial statementcondition or liquidity of the primary obligor so as to enable the primaryobligor to pay such Indebtedness or other obligation or (d) as an accountparty or applicant in respect of any letter of credit or letter

 

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of guaranty issued tosupport such Indebtedness or obligation; provided, that the termGuarantee shall not include endorsements for collection or deposit in theordinary course of business.

 

“Hazardous Materials”means (a) petroleum products and byproducts, asbestos, urea formaldehydefoam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons andall other ozone-depleting substances; or (b) any chemical, material,substance, waste, pollutant or contaminant that is prohibited, limited orregulated by or pursuant to any Environmental Law.

 

“Holdings” meansInterline Brands, Inc., a Delaware corporation.

 

“Incremental Extensionsof Credit” has the meaning assigned to such term in Section 2.20.

 

“Incremental FacilityAmendment” has the meaning assigned to such term in Section 2.20.

 

“Incremental FacilityClosing Date” has the meaning assigned to such term in Section 2.20.

 

“Indebtedness” ofany Person means, without duplication, (a) all obligations of such Personfor borrowed money, (b) all obligations of such Person evidenced by bonds,debentures, notes or similar instruments, (c) all obligations of suchPerson upon which interest charges are customarily paid, (d) allobligations of such Person under conditional sale or other title retentionagreements relating to property acquired by such Person, (e) allobligations of such Person in respect of the deferred purchase price of propertyor services (excluding current accounts payable incurred in the ordinary courseof business), (f) all Indebtedness of others secured by (or for which theholder of such Indebtedness has an existing right, contingent or otherwise, tobe secured by) any Lien on property owned or acquired by such Person, whetheror not the Indebtedness secured thereby has been assumed, (g) allGuarantees by such Person of Indebtedness of others, (h) all Capital LeaseObligations of such Person, (i) all obligations, contingent or otherwise,of such Person as an account party or applicant in respect of letters of creditand letters of guaranty and (j) all obligations, contingent or otherwise, ofsuch Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of anyother entity (including any partnership in which such Person is a generalpartner) to the extent such Person is liable therefor as a result of suchPerson’s ownership interest in or other relationship with such entity, exceptto the extent the terms of such Indebtedness provide that such Person is notliable therefor.  For the avoidance ofdoubt, “Indebtedness” shall not include post-closing payment adjustments orearn-outs to which the seller in a Permitted Acquisition may be entitled(except to the extent provided under clause (c) of the definition of “ProForma Basis”).

 

“Indemnified Taxes”means Taxes other than Excluded Taxes.

 

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“InformationMemorandum” means the Confidential Information Memorandum dated December 2004,relating to Holdings, the Borrower and the Restatement Transactions.

 

“Initial PublicOffering” has the meaning assigned to such term in the preamble to thisAgreement.

 

“Interest ElectionRequest” means a request by the Borrower to convert or continue a RevolvingBorrowing or Term Borrowing in accordance with Section 2.07 andsubstantially in the form of Exhibit C hereto, or such other form as shallbe approved by the Administrative Agent.

 

“Interest Payment Date”means (a) with respect to any ABR Loan (including a Swingline Loan), thelast Business Day of each March, June, September and December and (b) withrespect to any Eurodollar Loan, the last day of the Interest Period applicableto the Borrowing of which such Loan is a part and, in the case of a EurodollarBorrowing with an Interest Period of more than three months’ duration, each dayprior to the last day of such Interest Period that occurs at intervals of threemonths’ duration after the first day of such Interest Period.

 

“Interest Period”means, with respect to any Eurodollar Borrowing, the period commencing on thedate of such Borrowing and ending on the numerically corresponding day in thecalendar month that is one, two, three or six months (or subject to theavailability to each Lender participating in such Borrowing, nine or twelvemonths) thereafter, as the Borrower may elect; provided, that (a) ifany Interest Period would end on a day other than a Business Day, such InterestPeriod shall be extended to the next succeeding Business Day unless such nextsucceeding Business Day would fall in the next calendar month, in which casesuch Interest Period shall end on the next preceding Business Day and (b) anyInterest Period that commences on the last Business Day of a calendar month (oron a day for which there is no numerically corresponding day in the lastcalendar month of such Interest Period) shall end on the last Business Day ofthe last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowinginitially shall be the date on which such Borrowing is made and thereaftershall be the effective date of the most recent conversion or continuation ofsuch Borrowing.

 

“IPO Transactions”has the meaning assigned to such term in the preamble to this Agreement.

 

“Issuing Bank”means, as the context may require, (a) Credit Suisse First Boston, withrespect to Letters of Credit issued by it, and (b) any other RevolvingLender that becomes an Issuing Bank pursuant to Section 2.05(i), withrespect to Letters of Credit issued by it. An Issuing Bank may, in its discretion, arrange for one or more Lettersof Credit to be issued by Affiliates of such Issuing Bank, in which case theterm “Issuing Bank” shall include any such Affiliate with respect to Letters ofCredit issued by such Affiliate.

 

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“Joint Venture”means (a) Buyers Access and (b) any joint venture arrangement(whether structured as a corporation, limited liability company, partnership orother entity or arrangement), which is not a Subsidiary but in which theBorrower 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 alloutstanding Letters of Credit at such time plus (b) the aggregate amountof all LC Disbursements that have not yet been reimbursed by or on behalf ofthe Borrower at such time.  The LCExposure of any Revolving Lender at any time shall be its Applicable Percentageof the total LC Exposure at such time.

 

“Lenders” meansthe Persons listed on Schedule 2.01 and any other Person that shall havebecome a party hereto pursuant to an Assignment and Assumption or anIncremental Facility Amendment, other than any such Person that ceases to be aparty hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, theterm “Lenders” includes the Swingline Lender.

 

“Letter of Credit”means any letter of credit issued pursuant to this Agreement.

 

“Leverage Ratio”means, on any date, the ratio of (a) Total Indebtedness as of such date to(b) Consolidated EBITDA for the period of four consecutive fiscal quartersof the Borrower ended on such date (or, if such date is not the last day of afiscal quarter, ended on the last day of the fiscal quarter of the Borrowermost recently ended prior to such date).

 

“LIBO Rate” means,with respect to any Eurodollar Borrowing for any Interest Period, the rate perannum determined by the Administrative Agent at approximately 11:00 a.m.,London time, two Business Days prior to the commencement of such InterestPeriod, by reference to the British Bankers’ Association Interest Settlement Rates(as set forth by any service selected by the Administrative Agent that has beennominated by the British Bankers’ Association as an authorized informationvendor for the purpose of displaying such rates) as the rate for dollardeposits with a maturity comparable to such Interest Period.  In the event that such rate is not availableat such time for any reason, then the “LIBO Rate” with respect to suchEurodollar Borrowing for such Interest Period shall be the rate at which dollardeposits of $5,000,000 and for a maturity comparable to such Interest Periodare offered by the principal London office of the bank serving as theAdministrative Agent in immediately available funds in the London interbankmarket at approximately 11:00 a.m., London time, two Business Days priorto the commencement of such Interest Period.

 

“Lien” means, withrespect to any asset, (a) any mortgage, deed of trust, lien, pledge,hypothecation, encumbrance, charge or security interest in, on or of suchasset, (b) the interest of a vendor or a lessor under any conditional saleagreement, capital

 

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lease or title retentionagreement (or any financing lease having substantially the same economic effectas any of the foregoing) relating to such asset and (c) in the case ofsecurities, any purchase option, call or similar right of a third party withrespect to such securities.

 

“Loan Documents”means the Amendment and Restatement Agreement, this Agreement, the promissorynotes, if any, executed and delivered pursuant to Section 2.09(e), anyIncremental Facility Amendment, the Collateral Agreement and the other SecurityDocuments.

 

“Loan Parties”means Holdings, the Borrower and the Subsidiary Loan Parties.

 

“Loans” means theloans made by the Lenders to the Borrower pursuant to the Existing CreditAgreement (to the extent outstanding on the date hereof), this Agreement or anIncremental Facility Amendment.

 

“Long-TermIndebtedness” means any Indebtedness that, in accordance with GAAP, constitutes(or, when incurred, constituted) a long-term liability.

 

“Material AdverseEffect” means a material adverse effect on (a) the condition(financial or otherwise), assets, operations or business of Holdings, theBorrower and the Subsidiaries taken as a whole, (b) the ability of anyLoan Party to perform any of its obligations under any Loan Document or (c) therights of or benefits available to the Lenders under any Loan Document.

 

“Material Indebtedness”means Indebtedness (other than the Loans and Letters of Credit), or obligationsin respect of one or more Swap Agreements, of any one or more of the Borrowerand the Subsidiaries in an aggregate principal amount exceeding$10,000,000.  For purposes of determiningMaterial Indebtedness, the “principal amount” of the obligations of theBorrower or any Subsidiary in respect of any Swap Agreement at any time shallbe the maximum aggregate amount (giving effect to any netting agreements) thatthe Borrower or such Subsidiary would be required to pay if such Swap Agreementwere terminated at such time.

 

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

 

“Mortgage” means amortgage, deed of trust, assignment of leases and rents, leasehold mortgage orother security document granting a Lien on any Mortgaged Property to secure theObligations.  Each Mortgage shall besatisfactory in form and substance to the Collateral Agent.

 

“Mortgaged Property”means, initially, each parcel of real property and the improvements thereonowned by a Loan Party and identified on Schedule 1.01(a), and includeseach other parcel of real property and improvements thereon with respect towhich a Mortgage is granted pursuant to Section 5.12 or 5.13.

 

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“Multiemployer Plan”means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 

“Net Leverage Ratio”means, on any date, the ratio of (a) Net Total Indebtedness as of suchdate to (b) Consolidated EBITDA for the period of four consecutive fiscalquarters of the Borrower ended on such date (or, if such date is not the lastday of a fiscal quarter, ended on the last day of the fiscal quarter of theBorrower most recently ended prior to such date).

 

“Net Proceeds”means, with respect to any event (a) the cash proceeds received in respectof such event including (i) any cash received in respect of any non-cashproceeds, but only as and when received, (ii) in the case of a casualty,insurance proceeds, and (iii) in the case of a condemnation or similarevent, condemnation awards and similar payments, net of (b) the sum of (i) allreasonable fees and out-of-pocket expenses paid by Holdings, the Borrower andthe Subsidiaries to third parties (other than Affiliates) in connection withsuch event, (ii) in the case of a sale, transfer or other disposition ofan asset (including pursuant to a sale and leaseback transaction or a casualtyor a condemnation or similar proceeding), the amount of all payments requiredto be made by Holdings, the Borrower and the Subsidiaries as a result of suchevent to repay Indebtedness (other than Loans) secured by such asset orotherwise subject to mandatory prepayment as a result of such event, and (iii) theamount of all taxes paid (or reasonably estimated to be payable) by Holdings,the Borrower and the Subsidiaries, and the amount of any reserves establishedby Holdings, the Borrower and the Subsidiaries to fund contingent liabilitiesreasonably estimated to be payable, in each case during the year that suchevent occurred or the next succeeding year and that are directly attributableto such event (as determined reasonably and in good faith by the chieffinancial officer of the Borrower).

 

“Net Sales” means,for any period, the net sales of Holdings, the Borrower and the Subsidiariesfor such period, determined on a consolidated basis in accordance with GAAP.

 

“Net Senior SecuredLeverage Ratio” means, on any date, the ratio of (a) Net Total SecuredSenior Indebtedness as of such date to (b) Consolidated EBITDA for theperiod 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 lastday of the fiscal quarter of the Borrower most recently ended prior to suchdate).

 

“Net TotalIndebtedness” means, as of any date, the sum of (a) the aggregateprincipal amount of Indebtedness of the Borrower and the Subsidiariesoutstanding as of such date, in the amount that would be reflected on a balancesheet prepared as of such date on a consolidated basis in accordance with GAAP,plus (b) the aggregate principal amount of Indebtedness of the Borrowerand the Subsidiaries outstanding as of such date that is not required to bereflected on a balance sheet in accordance with GAAP, determined on aconsolidated basis; provided that, for purposes of clause (b) above,the term “Indebtedness” shall not include (i) contingent obligations ofthe Borrower or any Subsidiary as an account party in respect of any letter ofcredit or

 

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letter of guaranty unlesssuch letter of credit or letter of guaranty supports an obligation thatconstitutes Indebtedness and (ii) Indebtedness permitted by clause (xi) ofSection 6.01 (a) to the extent the sole recourse with respect to suchIndebtedness is to the Borrower’s Equity Interests in Buyers Access, minus (c) theaggregate amount of cash and Permitted Investments of Holdings, the Borrowerand the Subsidiaries as of such date, provided that (x) the aggregateamount of cash and Permitted Investments permitted to be included in thisclause (c) shall not exceed $10,000,000 and (y) for purposes ofcalculating Net Total Indebtedness on December 31, 2004, if theirrevocable notice relating to the redemption of 35% of the outstandingaggregate principal amount of the Senior Subordinated Notes of the Borrowerpursuant to Section 6.08(b)(v) shall have been delivered to thetrustee under the Senior Subordinated Notes Indenture, then such redemptionshall be deemed to have occurred on December 31, 2004, with approximately$78,100,000 of cash and Permitted Investments of Holdings, the Borrower and theSubsidiaries as of such date.

 

“Net Total SeniorSecured Indebtedness” means, as of any date, (a) Net TotalIndebtedness as of such date minus (b) without duplication, the portion ofNet Total Indebtedness as of such date represented by (i) Indebtednessthat is expressly subordinated in right of payment to the Obligations and (ii) Indebtednessthat is not secured by any Lien.

 

“Net Working Capital”means, at any date, (a) the consolidated current assets of the Borrowerand the Subsidiaries, as of such date (excluding cash and PermittedInvestments) minus (b) the consolidated current liabilities of theBorrower and the Subsidiaries as of such date (excluding current liabilities inrespect of Indebtedness).  Net WorkingCapital at any date may be a positive or negative number.  Net Working Capital increases when it becomesmore positive or less negative and decreases when it becomes less positive ormore negative.

 

“Non-Consenting Lender”has the meaning assigned to such term in Section 9.02(b).

 

“Obligations” hasthe meaning assigned to such term in the Collateral Agreement.

 

“Original Closing Date”means May 29, 2003.

 

“Other Taxes”means any and all present or future recording, stamp, documentary, excise,transfer, sales, property or similar taxes, charges or levies arising from anypayment made under any Loan Document or from the execution, delivery orenforcement of, or otherwise with respect to, any Loan Document.

 

“Participant” hasthe meaning set forth in Section 9.04.

 

“PBGC” means thePension Benefit Guaranty Corporation referred to and defined in ERISA and anysuccessor entity performing similar functions.

 

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“PerfectionCertificate” means a certificate in the form of Exhibit F or any otherform approved by the Collateral Agent.

 

“Permitted Acquisition”means any acquisition by the Borrower or a wholly owned Subsidiary Loan Partyof all the outstanding Equity Interests in, all or substantially all the assetsof, or all or substantially all the assets constituting a division or line ofbusiness of, a Person if (a) such acquisition was not preceded by, orconsummated pursuant to, a hostile offer, (b) no Default has occurred andis continuing or would result therefrom, (c) all transactions relatedthereto are consummated in accordance with applicable laws, (d) allactions required to be taken with respect to such acquired or newly formedSubsidiary or assets under Sections 5.12 and 5.13 shall have been taken, (e) ona Pro Forma Basis, as of the last day of the most recently ended fiscal quarterof the Borrower for which financial statements are available, (i) theBorrower is in 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) thebusiness of such Person or such assets, as the case may be, constitute abusiness permitted by Section 6.03(b), and (g) the Borrower hasdelivered to the Administrative Agent an officers’ certificate to the effectset forth in clauses (a), (b), (c), (d), (e) and (f) above, togetherwith all relevant financial information for the Person or assets to beacquired.

 

“PermittedEncumbrances” means:

 

(a)                                  Liensimposed by law for taxes, fees, assessments and other governmental charges thatare not yet due or are being contested in compliance with Section 5.04;

 

(b)                                 carriers’,warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liensimposed by law, arising in the ordinary course of business and securingobligations that are not overdue by more than 45 days or are being contested incompliance with Section 5.05;

 

(c)                                  pledgesand deposits made in the ordinary course of business in compliance with workers’compensation, unemployment insurance and other social security laws orregulations;

 

(d)                                 depositsto secure the performance of bids, trade contracts, leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature, in each case in the ordinary course of business;

 

(e)                                  judgmentliens in respect of judgments that do not constitute an Event of Default underclause (k) of Article VII;

 

(f)                                    easements,zoning restrictions, rights-of-way, minor defects or irregularities of titleand similar encumbrances on real property imposed by law or arising in theordinary course of business that do not secure any monetary obligations and donot materially detract from the value of the affected property

 

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or interfere with the ordinary conduct of business ofthe Borrower or any Subsidiary; and

 

(g)                                 landlords’and lessors’ and other like Liens in respect of rent not in default;

 

provided that the term “PermittedEncumbrances” shall not include any Lien securing Indebtedness.

 

“Permitted Investments”means:

 

(a)                                  directobligations of, or obligations the principal of and interest on which areunconditionally guaranteed by, the United States of America (or by any agencythereof to the extent such obligations are backed by the full faith and creditof the United States of America), in each case maturing within one year fromthe date of acquisition thereof;

 

(b)                                 investmentsin commercial paper maturing within 270 days from the date of acquisitionthereof and having, at such date of acquisition, a rating of at least A1 byS&P or P-1 by Moody’s;

 

(c)                                  investmentsin certificates of deposit, banker’s acceptances and time deposits maturingwithin 180 days from the date of acquisition thereof issued or guaranteed by orplaced with, and money market deposit accounts issued or offered by, anydomestic office of any commercial bank organized under the laws of the UnitedStates of America or any State thereof which has a combined capital and surplusand undivided profits of not less than $500,000,000;

 

(d)                                 fullycollateralized repurchase agreements with a term of not more than 30 days forsecurities described in clause (a) above and entered into with a financialinstitution satisfying the criteria described in clause (c) above; and

 

(e)                                  moneymarket funds that (i) comply with the criteria set forth in SEC Rule 2a-7under the Investment Company Act of 1940, as amended, (ii) are rated AAAby S&P and Aaa by Moody’s and (iii) have portfolio assets of at least$5,000,000,000.

 

“Permitted Investors”means Parthenon Capital, Inc., J.P. Morgan Partners LLC, General Motors Investment Management Corporation,Michael J.  Grebe, William E.  Sanford, William R.  Pray, William S.  Green, Charles Blackmon and any Affiliate ofthe foregoing.

 

“Person” means anynatural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.

 

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“Plan” means anyemployee pension benefit plan (other than a Multiemployer Plan) subject to theprovisions of Title IV of ERISA or Section 412 of the Code or Section 302of ERISA, and in respect of which the Borrower has any liability or any ERISA Affiliateis (or, if such plan were terminated, would under Section 4069 of ERISA bedeemed to be) an “employer” as defined in Section 3(5) of ERISA.

 

“Prepayment Event”means:

 

(a)                                  anysale, transfer or other disposition (including pursuant to a sale and leasebacktransaction) of any property or asset of the Borrower or any Subsidiary, otherthan dispositions described in clauses (a), (b), (c), (d), (e), (g) and (i) ofSection 6.05; or

 

(b)                                 anycasualty or other insured damage to, or any taking under power of eminentdomain or by condemnation or similar proceeding of, any property or asset ofthe Borrower or any Subsidiary, with a fair value immediately prior to suchevent equal to or greater than $2,000,000; or

 

(c)                                  theincurrence by the Borrower or any Subsidiary of any Indebtedness, other thanIndebtedness permitted under Section 6.01.

 

“Pricing Certificate”means a certificate signed by a Financial Officer, certifying the Net LeverageRatio or Leverage Ratio, as applicable, for any period of four fiscal quartersfor which the Net Leverage Ratio or Leverage Ratio, as applicable, iscalculated.

 

“Prime Rate” meansthe rate of interest per annum determined from time to time by theAdministrative Agent as its prime rate in effect for dollars at its principal officein New York City; each change in the Prime Rate shall be effective from andincluding 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 offour consecutive fiscal quarters (the “Reference Period”) pursuant to Section 2.20,Section 6.04(a) or Section 6.08(a)(viii):

 

(a)                                  inmaking any determination of Consolidated EBITDA, pro forma effect shall begiven to any Permitted Acquisition that occurred during such Reference Periodor thereafter and through and including the date of consummation of the eventrequiring the calculation of such financial ratio, as if such PermittedAcquisition occurred on the first day of such Reference Period;

 

(b)                                 inmaking any determination of Net Total Indebtedness, Net Total Senior SecuredIndebtedness or Consolidated Cash Interest Expense, pro forma effect shall begiven to any incurrence, repayment or assumption of Indebtedness that occurredduring such Reference Period or thereafter and through and including the dateof consummation of the event requiring the calculation of such

 

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financial ratio, as if such incurrence, repayment orassumption of Indebtedness occurred on the first day of such Reference Period;and

 

(c)                                  inmaking any determination of Net Total Indebtedness or Net Total Senior SecuredIndebtedness in connection with any Permitted Acquisition, the term “Indebtedness”shall be deemed to include the Borrower’s good faith estimate, as of the dateof consummation of such Permitted Acquisition, of the aggregate amount thatwill be payable by the Borrower and the Subsidiaries pursuant to anypost-closing payment adjustments or earn-outs with respect to such PermittedAcquisition,

 

in the case of clauses (a) and (b) with suchpro forma adjustments (i) as would be permitted to be reflected in proforma financial information complying with the requirements of Article 11of Regulation S-X under the Securities Act (and the interpretations of the SECthereunder) and (ii) that represent cost savings reasonably expected bysuch Financial Officer to be realized within 12 months of the consummation ofthe applicable Permitted Acquisition.

 

“Proposed Change”has the meaning assigned to such term in Section 9.02(b).

 

“Qualified PreferredStock” means, with respect to Holdings, preferred stock of Holdings that (a) doesnot require cash dividends to be paid on or prior to the date that is 180 daysafter the Term Loan Maturity Date, (b) is not mandatorily redeemablepursuant to a sinking fund obligation or otherwise prior to the date that is180 days after the Term Loan Maturity Date, (c) does not contain anymaintenance covenants, other covenants adverse to the Lenders or remedies(other than voting rights and increases in dividend rates) and (d) isconvertible only into common stock or other securities that would constituteQualified Preferred Stock.

 

“ReaffirmationAgreement” means the Reaffirmation and Joinder Agreement substantially inthe form of Exhibit G and entered into in connection with the Amendmentand Restated Agreement, among Holdings, the Borrower, the other ReaffirmingParties (as defined therein) and the Collateral Agent, as amended, supplementedor otherwise modified from time to time.

 

“Register” has themeaning set forth in Section 9.04.

 

“Related Parties”means, with respect to any specified Person, such Person’s Affiliates and therespective directors, officers, employees, agents, trustees and advisors ofsuch Person and such Person’s Affiliates.

 

“Release” meansany release, spill, emission, leaking, dumping, injection, pouring, deposit,disposal, discharge, dispersal, leaching or migration into or through theenvironment or within or upon any building, structure, facility or fixture.

 

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“Required Lenders”means, at any time, Lenders having Revolving Exposures, Term Loans, Loans inrespect of Incremental Extensions of Credit, if any, and unused Commitmentsrepresenting 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 otherproperty) with respect to any Equity Interests in Holdings, the Borrower or anySubsidiary, 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, cancellation or termination of any EquityInterests in Holdings, the Borrower or any Subsidiary or any option, warrant orother right to acquire any such Equity Interests in Holdings, the Borrower orany Subsidiary.

 

“Restatement EffectiveDate” means the “Restatement Effective Date”, as defined in theAmendment and Restatement Agreement.

 

“RestatementTransactions” means the execution and delivery of the Amendment andRestatement Agreement by each Person party thereto, the satisfaction of theconditions precedent thereof, and the consummation of the transactionscontemplated thereby.

 

“Retained Excess CashFlow” means, with respect to any fiscal year beginning on or after January 1,2005, the amount of Excess Cash Flow for such fiscal year that the Borrower wasnot required to use to prepay the Term Loans pursuant to Section 2.11(d).

 

“RevolvingAvailability Period” means the period from and including the RestatementEffective Date to but excluding the earlier of the Revolving Maturity Date andthe date of termination of the Revolving Commitments.

 

“Revolving Commitment”means, with respect to each Lender, the commitment, if any, of such Lender tomake Revolving Loans and to acquire participations in Letters of Credit andSwingline Loans hereunder, expressed as an amount representing the maximumpossible aggregate amount of such Lender’s Revolving Exposure hereunder, assuch commitment may be (a) reduced from time to time pursuant to Section 2.08and (b) reduced or increased from time to time pursuant to assignments byor to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s RevolvingCommitment is set forth on Schedule 2.01, or in the Assignment andAssumption pursuant to which such Lender shall have assumed its RevolvingCommitment, as applicable.  The aggregateamount of the Lenders’ Revolving Commitments on the Restatement Effective Dateis $100,000,000.

 

“Revolving Exposure”means, with respect to any Lender at any time, the sum of the outstandingprincipal amount of such Lender’s Revolving Loans and its LC Exposure andSwingline Exposure at such time.

 

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“Revolving Lender”means a Lender with a Revolving Commitment or, if the Revolving Commitmentshave terminated or expired, a Lender with Revolving Exposure.

 

“Revolving Loan”means a Loan made pursuant to clause (b) of Section 2.01.

 

“Revolving MaturityDate” means May 31, 2008.

 

“S&P” meansStandard & Poor’s Ratings Group, Inc.

 

“SEC” means theSecurities and Exchange Commission or any Governmental Authority succeeding toany of its principal functions.

 

“Security Documents”means the Collateral Agreement, the Mortgages, the Reaffirmation Agreement andeach other security agreement or other instrument or document executed anddelivered pursuant to Section 5.12 or 5.13 to secure any of theObligations.

 

“Senior SubordinatedDebt Documents” means the Senior Subordinated Notes Indenture and all otherinstruments, agreements and other documents evidencing or governing the SeniorSubordinated Notes or providing for any Guarantee or other right in respectthereof.

 

“Senior SubordinatedNotes” means the 111⁄2% senior subordinated notes due 2011 issued by theBorrower prior to the Restatement Effective Date, and the Indebtednessrepresented thereby.

 

“Senior SubordinatedNotes Indenture” means the Indenture dated as of May 23, 2003, amongthe Borrower, the Subsidiaries listed therein and The Bank of New York, astrustee, in respect of the Senior Subordinated Notes.

 

“ShareholdersAgreement” means the amended and restated shareholders’ agreement dated asof September 29, 2000, among the Borrower and certain shareholders of theBorrower, as amended on the Restatement Effective Date in connection with theInitial Public Offering.

 

“Specified Properties”means the properties (and the improvements thereon) owned by the Borrower andthe Subsidiaries and set forth on Schedule 1.01(b).

 

“Sponsors” meansParthenon Capital, Inc., J.P. Morgan Partners LLC and their respective Controlled Affiliates.

 

“Statutory ReserveRate” means a fraction (expressed as a decimal), the numerator of which isthe number one and the denominator of which is the number one minus theaggregate of the maximum reserve percentages (including any marginal, special,emergency or supplemental reserves) expressed as a decimal established by theBoard to which the bank serving as the Administrative Agent is subject withrespect to

 

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the Adjusted LIBO Rate,for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”in Regulation D of the Board).  Suchreserve percentages shall include those imposed pursuant to such RegulationD.  Eurodollar Loans shall be deemed toconstitute eurocurrency funding and to be subject to such reserve requirementswithout benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D or anycomparable regulation.  The Statutory ReserveRate shall be adjusted automatically on and as of the effective date of anychange in any reserve percentage.

 

“Subordinated Debt”means the Senior Subordinated Notes and the Additional Senior SubordinatedNotes and the Indebtedness represented thereby.

 

“SubordinatedPromissory Note” means the 4% Nonrecourse Subordinated Promissory Note due2010 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, anycorporation, limited liability company, partnership, association or otherentity the accounts of which would be consolidated with those of the parent inthe parent’s consolidated financial statements if such financial statementswere prepared in accordance with GAAP as of such date, as well as any othercorporation, limited liability company, partnership, association or otherentity of which securities or other ownership interests representing more than50% of the equity or more than 50% of the ordinary voting power or, in the caseof a partnership, more than 50% of the partnership interests are, as of suchdate, owned, controlled or held.

 

“Subsidiary” meansany subsidiary of the Borrower.  For theavoidance 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 derivativetransaction or option or similar agreement involving, or settled by referenceto, one or more rates, currencies, commodities, equity or debt instruments orsecurities, or economic, financial or pricing indices or measures of economic,financial or pricing risk or value or any similar transaction or any combinationof these transactions; provided that no phantom stock or similar planproviding for payments only on account of services provided by current orformer directors, officers, employees or consultants of the Borrower or theSubsidiaries shall be a Swap Agreement.

 

“Swingline Exposure”means, at any time, the aggregate principal amount of all Swingline Loansoutstanding at such time.  The SwinglineExposure of any Lender at any time shall be its Applicable Percentage of thetotal Swingline Exposure at such time.

 

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“Swingline Lender”means Credit Suisse First Boston, in its capacity as lender of Swingline Loanshereunder.

 

“Swingline Loan”means a Loan made pursuant to Section 2.04.

 

“Syndication Agent”means JPMorgan Chase Bank.

 

“Taxes” means anyand all present or future taxes, levies, imposts, duties, deductions, chargesor withholdings imposed by any Governmental Authority.

 

“Term Loan” meansa Loan made on the Original Closing Date pursuant to clause (a) of Section 2.01of the Existing Credit Agreement.

 

“Term Loan Lender”means a Lender with an outstanding Term Loan.

 

“Term Loan MaturityDate” means December 31, 2010.

 

“Total Indebtedness”means, as of any date, the sum of (a) the aggregate principal amount ofIndebtedness 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 suchdate on a consolidated basis in accordance with GAAP, plus (b) theaggregate principal amount of Indebtedness of the Borrower and the Subsidiariesoutstanding as of such date that is not required to be reflected on a balancesheet in accordance with GAAP, determined on a consolidated basis; providedthat, for purposes of clause (b) above, the term “Indebtedness” shall notinclude (i) contingent obligations of the Borrower or any Subsidiary as anaccount party in respect of any letter of credit or letter of guaranty unlesssuch letter of credit or letter of guaranty supports an obligation that constitutesIndebtedness and (ii) Indebtedness permitted by clause (xi) of Section 6.01(a) to the extent the sole recourse with respect to such Indebtedness isto the Borrower’s Equity Interests in Buyers Access.

 

“Transactions”means (a) the IPO Transactions and (b) the Restatement Transactions.

 

“Type”, when usedin reference to any Loan or Borrowing, refers to whether the rate of intereston such Loan, or on the Loans comprising such Borrowing, is determined byreference to the Adjusted LIBO Rate or the Alternate Base Rate.

 

“Withdrawal Liability”means liability to a Multiemployer Plan as a result of a complete or partialwithdrawal from such Multiemployer Plan, as such terms are defined in Part Iof Subtitle E of Title IV of ERISA.

 

SECTION 1.02.  Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may beclassified and referred to by Class (e.g., a “Revolving Loan”) orby 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

 

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“RevolvingBorrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class andType (e.g., a “Eurodollar Revolving Borrowing”).

 

SECTION 1.03.  Terms Generally.  The definitions of terms herein shall applyequally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronounshall 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 havethe same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) anydefinition of or reference to any agreement, instrument or other documentherein shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified(subject to any restrictions on such amendments, supplements or modificationsset forth herein), (b) any reference herein to any Person shall beconstrued to include such Person’s successors and assigns, (c) the words “herein”,“hereof” and “hereunder”, and words of similar import, shall be construed torefer to this Agreement in its entirety and not to any particular provisionhereof, (d) all references herein to Articles, Sections, Exhibits andSchedules shall be construed to refer to Articles and Sections of, and Exhibitsand 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 andall tangible and intangible assets and properties, including cash, securities,accounts and contract rights.

 

SECTION 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly providedherein, all terms of an accounting or financial nature shall be construed inaccordance with GAAP, as in effect from time to time; provided that, ifthe Borrower notifies the Administrative Agent that the Borrower requests anamendment to any provision hereof to eliminate the effect of any changeoccurring after the date hereof in GAAP or in the application thereof on theoperation of such provision (or if the Administrative Agent notifies the Borrowerthat the Required Lenders request an amendment to any provision hereof for suchpurpose), regardless of whether any such notice is given before or after suchchange in GAAP or in the application thereof, then such provision shall beinterpreted on the basis of GAAP as in effect and applied immediately beforesuch change shall have become effective until such notice shall have beenwithdrawn or such provision amended in accordance herewith.

 

ARTICLE II

 

The Credits

 

SECTION 2.01.  Commitments.  (a)  Subject to the terms and conditionsset forth herein, each Lender agrees to make Revolving Loans to the Borrowerfrom time to time during the Revolving Availability Period in an aggregateprincipal amount that will not result in such Lender’s Revolving Exposureexceeding such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions setforth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

 

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### (b)                                 TheTerm Loans were made by the Lenders on the Original Closing Date.  All Term Loans outstanding under the ExistingCredit Agreement on the Restatement Effective Date (after giving effect to theprepayment of Term Loans with the Net Proceeds of the Initial Public Offeringas contemplated by the Amendment and Restatement Agreement) shall remainoutstanding hereunder on the terms set forth herein.  Amounts prepaid or repaid in respect of TermLoans may not be reborrowed.

###  

SECTION 2.02.  Loans and Borrowings.  (a)  Each Loan (other than a SwinglineLoan) shall be made as part of a Borrowing consisting of Loans of the same Class andType made by the Lenders ratably in accordance with their respectiveCommitments of the applicable Class.  Thefailure of any Lender to make any Loan required to be made by it shall notrelieve any other Lender of its obligations hereunder; provided that theCommitments of the Lenders are several and no Lender shall be responsible forany other Lender’s failure to make Loans as required.

 

### (b)                                 Subjectto Section 2.14, each Revolving Borrowing and Term Borrowing shall becomprised entirely of ABR Loans or Eurodollar Loans as the Borrower may requestin accordance herewith; provided that all Revolving Borrowings made onthe Restatement Effective Date must be made as ABR Borrowings.  Each Swingline Loan shall be an ABRLoan.  Each Lender at its option may makeany Eurodollar Loan by causing any domestic or foreign branch or Affiliate ofsuch Lender to make such Loan; provided that any exercise of such optionshall not affect the obligation of the Borrower to repay such Loan inaccordance with the terms of this Agreement.

###  

### (c)                                  Atthe commencement of each Interest Period for any Eurodollar Borrowing, suchBorrowing 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 Borrowingshall be in an aggregate amount that is an integral multiple of $500,000 andnot less than $1,000,000.  Each SwinglineLoan shall be in an amount that is an integral multiple of $250,000 and notless than $500,000.  Borrowings of morethan one Type and Class may be outstanding at the same time; providedthat there shall not at any time be more than a total of ten EurodollarBorrowings outstanding.  Notwithstandinganything to the contrary in this Section 2.02(c), an ABR RevolvingBorrowing or Swingline Loan may be in an aggregate amount that is (i) equalto the entire unused balance of the total Revolving Commitments or (ii) requiredto finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

###  

### (d)                                 Notwithstandingany other provision of this Agreement, the Borrower shall not be entitled torequest, or to elect to convert or continue, any Borrowing if the InterestPeriod requested with respect thereto would end after the Revolving MaturityDate or Term Loan Maturity Date, as applicable.

###  

SECTION 2.03.  Requests for Borrowings.  To request a Revolving Borrowing, theBorrower shall notify the Administrative Agent of such request by telephone (a) inthe case of a Eurodollar Borrowing, not later than 11:00 a.m., New YorkCity time, three Business Days before the date of the proposed Borrowing(unless otherwise waived by the Administrative Agent) or (b) in the caseof an ABR Borrowing,

 

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notlater than 11:00 a.m., New York City time, one Business Day before thedate of the proposed Borrowing; provided that any such notice of an ABRRevolving Borrowing to finance the reimbursement of an LC Disbursement ascontemplated 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 shallbe irrevocable and shall be confirmed promptly by hand delivery or telecopy tothe Administrative Agent of a written Borrowing Request signed by theBorrower.  Each such telephonic andwritten Borrowing Request shall specify the following information in compliancewith Section 2.02:

 

#### (i)                                     theaggregate amount of such Borrowing;

####  

#### (ii)                                  thedate of such Borrowing, which shall be a Business Day;

####  

#### (iii)                               whethersuch Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

####  

#### (iv)                              inthe case of a Eurodollar Borrowing, the initial Interest Period to beapplicable thereto, which shall be a period contemplated by the definition ofthe term “Interest Period”;

####  

#### (v)                                 thelocation and number of the Borrower’s account to which funds are to bedisbursed, which shall comply with the requirements of Section 2.06; and

####  

#### (vi)                              whetherall or a portion of the proceeds of such Borrowing will be used to financePermitted Acquisitions and, after giving effect to such Borrowing, theaggregate principal amount of outstanding Revolving Loans used to financePermitted Acquisitions (which shall be determined as set forth in Section 2.11(f)).

####  

If no election as to the Type of Borrowing isspecified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified withrespect to any requested Eurodollar Borrowing, then the Borrower shall bedeemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a BorrowingRequest in accordance with this Section, the Administrative Agent shall adviseeach Lender of the details thereof and of the amount of such Lender’s Loan tobe made as part of the requested Borrowing.

 

SECTION 2.04.  Swingline Loans.  (a)  Subject to the terms and conditionsset forth herein, the Swingline Lender agrees to make Swingline Loans to theBorrower from time to time during the Revolving Availability Period, in anaggregate principal amount at any time outstanding that will not result in (i) theaggregate principal amount of outstanding Swingline Loans exceeding $15,000,000or (ii) the aggregate amount of the Lenders’ Revolving Exposures exceedingthe total amount of the Lenders’ Revolving Commitments; provided thatthe Swingline Lender shall not be required to make a Swingline Loan torefinance an outstanding Swingline Loan. Within the

 

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foregoinglimits and subject to the terms and conditions set forth herein, the Borrowermay borrow, prepay and reborrow Swingline Loans.

 

### (b)                                 Torequest a Swingline Loan, the Borrower shall notify the Swingline Lender ofsuch 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 andshall specify the requested date (which shall be a Business Day), amount of therequested Swingline Loan, and the wire transfer instructions for the account ofthe Borrower to which proceeds of the Swingline Loan are to be disbursed.  The Swingline Lender shall make eachSwingline Loan available to the Borrower by means of a credit to the account ofthe Borrower specified in the notice (or, in the case of a Swingline Loan madeto 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 Citytime, on the requested date of such Swingline Loan.

###  

### (c)                                  TheSwingline Lender may by written notice given to the Administrative Agent notlater than 12:00 noon, New York City time, on any Business Day require theRevolving Lenders to acquire participations on such Business Day in all or aportion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans inwhich Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will givenotice thereof to each Revolving Lender, specifying in such notice such Lender’sApplicable Percentage of such Swingline Loan or Loans.  Each Revolving Lender hereby absolutely andunconditionally agrees, upon receipt of notice as provided above, to pay to theAdministrative Agent, for the account of the Swingline Lender, such Lender’sApplicable Percentage of such Swingline Loan or Loans.  Each Revolving Lender acknowledges and agreesthat its obligation to acquire participations in Swingline Loans pursuant tothis paragraph is absolute and unconditional and shall not be affected by anycircumstance whatsoever, including the occurrence and continuance of a Defaultor reduction or termination of the Commitments, and that each such paymentshall be made without any offset, abatement, withholding or reductionwhatsoever.  Each Revolving Lender shallcomply with its obligation under this paragraph by wire transfer of immediatelyavailable funds, in the same manner as provided in Section 2.06 withrespect to Loans made by such Lender (and Section 2.06 shall apply, mutatismutandis, to the payment obligations of the Revolving Lenders), and theAdministrative Agent shall promptly pay to the Swingline Lender the amounts soreceived by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participationsin any Swingline Loan acquired pursuant to this paragraph, and thereafterpayments in respect of such Swingline Loan shall be made to the AdministrativeAgent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or otherparty on behalf of the Borrower) in respect of a Swingline Loan after receiptby the Swingline Lender of the proceeds of a sale of participations thereinshall be promptly remitted to the Administrative Agent; any such amountsreceived by the Administrative Agent shall be promptly remitted by theAdministrative Agent to the Revolving Lenders that shall have made theirpayments pursuant to this paragraph and to the Swingline Lender, as theirinterests may appear; provided that any such payment so remitted shallbe repaid to the Swingline Lender or to the Administrative Agent, asapplicable, if and to

 

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### the extent such payment is required to be refunded to the Borrower forany reason.  The purchase ofparticipations in a Swingline Loan pursuant to this paragraph shall not relievethe Borrower of any default in the payment thereof.

###  

SECTION 2.05.  Letters of Credit.  (a)  General.  Subject to the terms and conditions set forthherein, the Borrower may request the issuance of Letters of Credit for its ownaccount, in a form reasonably acceptable to the Administrative Agent and theapplicable Issuing Bank, at any time and from time to time during the RevolvingAvailability Period.  In the event of anyinconsistency between the terms and conditions of this Agreement and the termsand conditions of any form of letter of credit application or other agreementsubmitted by the Borrower to, or entered into by the Borrower with, any IssuingBank relating to any Letter of Credit, the terms and conditions of thisAgreement shall control.

 

### (b)                                 Noticeof 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 electroniccommunication, if arrangements for doing so have been approved by theapplicable Issuing Bank) to the applicable Issuing Bank (which may be anyIssuing Bank selected by the Borrower if there is more than one Issuing Bank)and the Administrative Agent (reasonably in advance of the requested date ofissuance, amendment, renewal or extension) a notice requesting the issuance ofa Letter of Credit, or identifying the Letter of Credit to be amended, renewedor extended, and specifying the date of issuance, amendment, renewal orextension (which shall be a Business Day), the date on which such Letter ofCredit is to expire (which shall comply with paragraph (c) of thisSection), the amount of such Letter of Credit, the name and address of thebeneficiary 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 shallsubmit a letter of credit application on such Issuing Bank’s standard form inconnection 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 extensionof each Letter of Credit the Borrower shall be deemed to represent and warrantthat), after giving effect to such issuance, amendment, renewal or extension (i) theLC Exposure shall not exceed $20,000,000 and (ii) the aggregate amount ofthe Lenders’ Revolving Exposures shall not exceed the total amount of theLenders’ Revolving Commitments.

###  

### (c)                                  ExpirationDate.  Each Letter of Credit shallexpire at or prior to the close of business on the earlier of (i) the dateone year after the date of the issuance of such Letter of Credit (or, in thecase of any renewal or extension thereof, one year after such renewal orextension) and (ii) the date that is five Business Days prior to theRevolving Maturity Date; provided that any standby Letter of Credit maycontain customary automatic renewal provisions agreed upon by the Borrower andthe applicable Issuing Bank pursuant to which the expiration date isautomatically extended by a specific time period (but not to a date later thanthe date set forth in clause (ii) above) unless the applicable IssuingBank gives notice to the beneficiary of such Letter of Credit at least 60 daysprior to the expiration date of such Letter of Credit.

 

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### (d)                                 Participations.  By the issuance of a Letter of Credit (or anamendment to a Letter of Credit increasing the amount thereof) and without anyfurther action on the part of the applicable Issuing Bank or the Lenders, theapplicable Issuing Bank hereby grants to each Revolving Lender, and eachRevolving Lender hereby acquires from such Issuing Bank, a participation insuch Letter of Credit equal to such Lender’s Applicable Percentage of theaggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of theforegoing, each Revolving Lender hereby absolutely and unconditionally agreesto pay to the Administrative Agent, for the account of the applicable IssuingBank, such Lender’s Applicable Percentage of each LC Disbursement made by suchIssuing Bank and not reimbursed by the Borrower on the date due as provided inparagraph (e) of this Section, or of any reimbursement payment required tobe refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation toacquire participations pursuant to this paragraph in respect of Letters ofCredit is absolute and unconditional and shall not be affected by anycircumstance whatsoever, including any amendment, renewal or extension of anyLetter of Credit or the occurrence and continuance of a Default or reduction ortermination of the Commitments, and that each such payment shall be madewithout any offset, abatement, withholding or reduction whatsoever.

###  

### (e)                                  Reimbursement.  If an Issuing Bank shall make any LCDisbursement in respect of a Letter of Credit, the Borrower shall reimbursesuch LC Disbursement by paying to the Administrative Agent an amount equal tosuch LC Disbursement not later than 3:00 p.m., New York City time, on thedate that such LC Disbursement is made, if the Borrower shall have receivednotice of such LC Disbursement prior to 10:00 a.m., New York City time, onsuch date, or, if such notice has not been received by the Borrower prior tosuch 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 suchnotice is received prior to 10:00 a.m., New York City time, on the day ofreceipt, or (ii) the Business Day immediately following the day that theBorrower receives such notice, if such notice is not received prior to suchtime on the day of receipt; provided that, the Borrower may, subject tothe conditions to borrowing set forth herein, request in accordance with Section 2.03or 2.04 that such payment be financed with an ABR Revolving Borrowing orSwingline Loan in an equivalent amount and, to the extent so financed, theBorrower’s obligation to make such payment shall be discharged and replaced bythe resulting ABR Revolving Borrowing or Swingline Loan.  If the Borrower fails to make such paymentwhen due, the Administrative Agent shall notify each Revolving Lender of theapplicable LC Disbursement, the payment then due from the Borrower in respectthereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice,each Revolving Lender shall pay to the Administrative Agent its ApplicablePercentage of the payment then due from the Borrower, in the same manner asprovided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06shall apply, mutatismutandis, to the payment obligations of theRevolving Lenders), and the Administrative Agent shall promptly pay to theapplicable Issuing Bank the amounts so received by it from the RevolvingLenders.  Promptly following receipt bythe Administrative Agent of any payment from the Borrower pursuant to thisparagraph, the Administrative Agent shall distribute such

 

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### payment to the applicable Issuing Bank or, to the extent that RevolvingLenders have made payments pursuant to this paragraph to reimburse suchapplicable Issuing Bank, then to such Lenders and the applicable Issuing Bankas their interests may appear.  Anypayment made by a Revolving Lender pursuant to this paragraph to reimburse theapplicable Issuing Bank for any LC Disbursement (other than the funding of ABRRevolving Loans or a Swingline Loan as contemplated above) shall not constitutea Loan and shall not relieve the Borrower of its obligation to reimburse suchLC Disbursement.

 

### (f)                                    ObligationsAbsolute.  The Borrower’s obligationto reimburse LC Disbursements as provided in paragraph (e) of this Section shallbe absolute, unconditional and irrevocable, and shall be performed strictly inaccordance with the terms of this Agreement under any and all circumstanceswhatsoever and irrespective of (i) any lack of validity or enforceabilityof any Letter of Credit or this Agreement, or any term or provision therein, (ii) anydraft or other document presented under a Letter of Credit proving to beforged, fraudulent or invalid in any respect or any statement therein beinguntrue or inaccurate in any respect, (iii) payment by an Issuing Bankunder a Letter of Credit against presentation of a draft or other document thatdoes not comply with the terms of such Letter of Credit, or (iv) any otherevent or circumstance whatsoever, whether or not similar to any of the foregoing,that might, but for the provisions of this Section, constitute a legal orequitable discharge of, or provide a right of setoff against, the Borrower’sobligations hereunder.  Neither theAdministrative Agent, the Lenders nor any Issuing Bank, nor any of theirRelated Parties, shall have any liability or responsibility by reason of or inconnection with the issuance or transfer of any Letter of Credit or any paymentor failure to make any payment thereunder (irrespective of any of thecircumstances referred to in the preceding sentence), or any error, omission,interruption, loss or delay in transmission or delivery of any draft, notice orother communication under or relating to any Letter of Credit (including anydocument required to make a drawing thereunder), any error in interpretation oftechnical terms or any consequence arising from causes beyond the control ofany Issuing Bank; provided that the foregoing shall not be construed toexcuse the applicable Issuing Bank from liability to the Borrower to the extentof any direct damages (as opposed to consequential or punitive damages, claimsin respect of which are hereby waived by the Borrower to the extent permittedby applicable law) suffered by the Borrower that are caused by such Issuing Bank’sfailure to exercise care when determining whether drafts and other documentspresented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, inthe absence of gross negligence or wilful misconduct on the part of an IssuingBank (as finally determined by a court of competent jurisdiction), such IssuingBank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and withoutlimiting the generality thereof, the parties agree that, with respect todocuments presented which appear on their face to be in substantial compliancewith the terms of a Letter of Credit, the applicable Issuing Bank may, in itssole discretion, either accept and make payment upon such documents withoutresponsibility for further investigation, regardless of any notice orinformation to the contrary, or refuse to accept and make payment upon suchdocuments if such documents are not in strict compliance with the terms of suchLetter of Credit.

 

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### (g)                                 DisbursementProcedures.  An Issuing Bank shall,promptly following its receipt thereof, examine all documents purporting torepresent a demand for payment under a Letter of Credit.  The applicable Issuing Bank shall promptlynotify the Administrative Agent and the Borrower by telephone (confirmed bytelecopy) of such demand for payment and whether such Issuing Bank has made orwill make an LC Disbursement thereunder; provided that any failure togive or delay in giving such notice shall not relieve the Borrower of itsobligation to reimburse the applicable Issuing Bank and the Revolving Lenderswith respect to any such LC Disbursement in accordance with Section 2.05(e).

###  

### (h)                                 InterimInterest.  If an Issuing Bank shallmake any LC Disbursement, then, unless the Borrower shall reimburse such LCDisbursement in full on the date such LC Disbursement is made, the unpaidamount thereof shall bear interest, for each day from and including the datesuch LC Disbursement is made to but excluding the date that the Borrowerreimburses such LC Disbursement, at the rate per annum then applicable to ABRRevolving Loans; provided that, if the Borrower fails to reimburse suchLC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shallapply.  Interest accrued pursuant to thisparagraph shall be for the account of the applicable Issuing Bank, except thatinterest accrued on and after the date of payment by any Revolving Lenderpursuant to paragraph (e) of this Section to reimburse such IssuingBank shall be for the account of such Lender to the extent of such payment.

###  

### (i)                                     IssuingBanks.  Any Issuing Bank may beterminated, and any existing Revolving Lender may become an Issuing Bank, ineach case at any time by written agreement among the Borrower, theAdministrative Agent and the terminated Issuing Bank or additional Issuing Bank(as applicable).  The AdministrativeAgent shall notify the Lenders of any such additional Issuing Bank.  At the time any such termination shall becomeeffective, the Borrower shall pay all unpaid fees accrued for the account ofthe terminated Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any suchaddition of an Issuing Bank, the additional Issuing Bank shall have all therights and obligations of an Issuing Bank under this Agreement with respect toLetters of Credit issued by it.  Afterthe termination of an Issuing Bank hereunder, the terminated Issuing Bank shallremain a party hereto and shall continue to have all the rights and obligationsof an Issuing Bank under this Agreement with respect to Letters of Creditissued by it prior to such termination, but shall not be required to issueadditional Letters of Credit.

###  

### (j)                                     CashCollateralization.  If any Event ofDefault shall occur and be continuing, on the Business Day that the Borrowerreceives notice from the Administrative Agent or the Required Lenders (or, ifthe maturity of the Loans has been accelerated, Revolving Lenders with LCExposures representing greater than 50% of the total LC Exposures) demandingthe deposit of cash collateral pursuant to this paragraph, the Borrower shalldeposit in an account with the Administrative Agent, in the name of theAdministrative Agent and for the benefit of the Lenders, an amount in cashequal to the LC Exposures as of such date plus any accrued and unpaid interestthereon; provided that the obligation to deposit such cash collateralshall become effective immediately, and such deposit shall become immediatelydue and payable, without demand or other notice

 

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### of any kind, upon the occurrence of any Event of Default with respectto the Borrower described in clause (h) or (i) of Article VII.  The Borrower also shall deposit cashcollateral pursuant to this paragraph as and to the extent required by Section 2.11(b).  Each such deposit shall be held by theAdministrative Agent as collateral for the payment and performance of theobligations of the Borrower under this Agreement.  The Administrative Agent shall have exclusivedominion and control, including the exclusive right of withdrawal, over suchaccount.  Other than any interest earnedon the investment of such deposits, which investments shall be made at theoption and sole discretion of the Administrative Agent and at the Borrower’srisk and expense, such deposits shall not bear interest.  Interest or profits, if any, on suchinvestments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent toreimburse the applicable Issuing Bank for LC Disbursements for which it has notbeen reimbursed and, to the extent not so applied, shall be held for thesatisfaction of the reimbursement obligations of the Borrower for the LCExposure at such time or, if the maturity of the Loans has been accelerated(but subject to the consent of Revolving Lenders with LC Exposures representinggreater than 50% of the total LC Exposures), be applied to satisfy other obligationsof the Borrower under this Agreement.  Ifthe Borrower is required to provide an amount of cash collateral hereunder as aresult of the occurrence of an Event of Default, such amount (to the extent notapplied as aforesaid) shall be returned to the Borrower within three BusinessDays after all Events of Default have been cured or waived.

###  

SECTION 2.06.  Funding of Borrowings.  (a)  Each Lender shall make each Loan tobe made by it hereunder on the proposed date thereof by wire transfer ofimmediately available funds by 12:00 noon, New York City time, to the accountof the Administrative Agent most recently designated by it for such purpose bynotice to the Lenders; provided that Swingline Loans shall be made asprovided in Section 2.04.  TheAdministrative Agent will make such Loans available to the Borrower by promptlycrediting the amounts so received, in like funds, to an account of the Borrowermaintained with the Administrative Agent in New York City and designated by theBorrower in the applicable Borrowing Request; provided that ABRRevolving Loans and Swingline Loans made to finance the reimbursement of an LCDisbursement as provided in Section 2.05(e) shall be remitted by theAdministrative Agent to the applicable Issuing Bank.

 

### (b)                                 Unlessthe Administrative Agent shall have received notice from a Lender prior to theproposed date of any Borrowing that such Lender will not make available to theAdministrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available on such date inaccordance with paragraph (a) of this Section and may, in relianceupon such assumption, make available to the Borrower a correspondingamount.  In such event, if a Lender hasnot in fact made its share of the applicable Borrowing available to theAdministrative Agent, then the applicable Lender and the Borrower severallyagree to pay to the Administrative Agent forthwith on demand such correspondingamount with interest thereon, for each day from and including the date suchamount is made available to the Borrower to but excluding the date of paymentto the Administrative Agent, at (i) in the case of such Lender, thegreater of the Federal Funds Effective Rate and a rate

 

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### determined by the Administrative Agent in accordance with bankingindustry rules on interbank compensation or (ii) in the case of theBorrower, the interest rate applicable to ABR Loans.  If such Lender pays such amount to theAdministrative Agent, then such amount shall constitute such Lender’s Loanincluded in such Borrowing as of the date of such Borrowing.

###  

SECTION 2.07.  Interest Elections.  (a)  Each Revolving Borrowing and TermBorrowing initially shall be of the Type specified in the applicable BorrowingRequest and, in the case of a Eurodollar Borrowing, shall have an initialInterest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convertsuch Borrowing to a different Type or to continue such Borrowing and, in thecase of a Eurodollar Borrowing, may elect Interest Periods therefor, all asprovided in this Section.  The Borrowermay elect different options with respect to different portions of the affectedBorrowing, in which case each such portion shall be allocated ratably among theLenders holding the Loans comprising such Borrowing, and the Loans comprisingeach such portion shall be considered a separate Borrowing.  This Section shall not apply toSwingline Borrowings, which may not be converted or continued.

 

### (b)                                 Tomake an election pursuant to this Section, the Borrower shall notify theAdministrative Agent of such election by telephone by the time that a BorrowingRequest would be required under Section 2.03 if the Borrower were requestinga Revolving Borrowing of the Type resulting from such election to be made onthe effective date of such election. Each such telephonic Interest Election Request shall be irrevocable andshall be confirmed promptly by hand delivery or telecopy to the AdministrativeAgent of a written Interest Election Request signed by the Borrower.

###  

### (c)                                  Eachtelephonic and written Interest Election Request shall specify the followinginformation in compliance with Section 2.02 and paragraph (e) of thisSection:

###  

#### (i)                                     theBorrowing to which such Interest Election Request applies and, if differentoptions are being elected with respect to different portions thereof, theportions thereof to be allocated to each resulting Borrowing (in which case theinformation to be specified pursuant to clauses (iii) and (iv) belowshall be specified for each resulting Borrowing);

####  

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

####  

#### (iii)                               whetherthe resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;and

####  

#### (iv)                              ifthe resulting Borrowing is a Eurodollar Borrowing, the Interest Period to beapplicable thereto after giving effect to such election, which shall be aperiod contemplated by the definition of the term “Interest Period”.

 

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If any such Interest Election Request requests aEurodollar Borrowing but does not specify an Interest Period, then the Borrowershall be deemed to have selected an Interest Period of one month’s duration.

 

### (d)                                 Promptlyfollowing receipt of an Interest Election Request, the Administrative Agentshall advise each Lender of the details thereof and of such Lender’s portion ofeach resulting Borrowing.

###  

### (e)                                  Ifthe Borrower fails to deliver a timely Interest Election Request with respectto a Eurodollar Borrowing prior to the end of the Interest Period applicablethereto, then, unless such Borrowing is repaid as provided herein, at the endof such Interest Period such Borrowing shall be converted to an ABRBorrowing.  Notwithstanding any contraryprovision hereof, if an Event of Default has occurred and is continuing and theAdministrative Agent, at the request of the Required Lenders, so notifies theBorrower, then, so long as an Event of Default is continuing (i) nooutstanding Borrowing may be converted to or continued as a EurodollarBorrowing and (ii) unless repaid, each Eurodollar Borrowing shall beconverted to an ABR Borrowing at the end of the Interest Period applicablethereto.

###  

SECTION 2.08.  Termination and Reduction of Commitments.  (a) Unless previously terminated, theRevolving Commitments shall terminate on the Revolving Maturity Date.

 

### (b)                                 TheBorrower may at any time terminate, or from time to time reduce, the Commitmentsof any Class; provided that (i) each reduction of the Commitmentsof 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 notterminate or reduce the Revolving Commitments if, after giving effect to anyconcurrent prepayment of the Revolving Loans in accordance with Section 2.11,the aggregate amount of the Lenders’ Revolving Exposures would exceed the totalamount of the Lenders’ Revolving Commitments.

###  

### (c)                                  TheBorrower shall notify the Administrative Agent of any election to terminate orreduce the Commitments under paragraph (b) of this Section at leastthree Business Days prior to the effective date of such termination orreduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, theAdministrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuantto this Section shall be irrevocable; provided that a notice oftermination of the Revolving Commitments delivered by the Borrower may statethat such notice is conditioned upon the effectiveness of other creditfacilities, in which case such notice may be revoked by the Borrower (by noticeto the Administrative Agent, which shall promptly notify the Lenders, on orprior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of theCommitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shallbe made ratably among the Lenders in accordance with their respectiveCommitments of such Class.

 

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SECTION 2.09.  Repayment of Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionallypromises to pay (i) to the Administrative Agent for the account of eachLender the then unpaid principal amount of each Revolving Loan of such Lenderon the Revolving Maturity Date, (ii) to the Administrative Agent for theaccount of each Lender the then unpaid principal amount of each Term Loan ofsuch Lender as provided in Section 2.10 and (iii) to the SwinglineLender the then unpaid principal amount of each Swingline Loan on the RevolvingMaturity Date; provided that on each date that a Revolving Borrowing ismade, the Borrower shall repay all Swingline Loans that were outstanding on thedate such Borrowing was requested.

 

### (b)                                 EachLender shall maintain in accordance with its usual practice an account oraccounts evidencing the indebtedness of the Borrower to such Lender resultingfrom each Loan made by such Lender, including the amounts of principal andinterest payable and paid to such Lender from time to time hereunder.

###  

### (c)                                  TheAdministrative Agent shall maintain accounts in which it shall record (i) theamount of each Loan made hereunder, the Class and Type thereof and theInterest Period applicable thereto, (ii) the amount of any principal orinterest due and payable or to become due and payable from the Borrower to eachLender hereunder and (iii) the amount of any sum received by theAdministrative Agent hereunder for the account of the Lenders and each Lender’sshare thereof.

###  

### (d)                                 Theentries made in the accounts maintained pursuant to paragraph (b) or (c) ofthis Section shall be primafacie evidence of the existenceand amounts of the obligations recorded therein; provided that thefailure of any Lender or the Administrative Agent to maintain such accounts orany error therein shall not in any manner affect the obligation of the Borrowerto repay the Loans in accordance with the terms of this Agreement.

###  

### (e)                                  AnyLender may request that Loans of any Class made by it be evidenced by apromissory note.  In such event, theBorrower shall prepare, execute and deliver to such Lender a promissory notepayable to the order of such Lender (or, if requested by such Lender, to suchLender and its registered assigns) and in a form approved by the AdministrativeAgent.  Thereafter, the Loans evidencedby such promissory note and interest thereon shall at all times (including afterassignment pursuant to Section 9.04) be represented by one or morepromissory 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 itsregistered assigns).

###  

SECTION 2.10. Amortization of Term Loans.  (a)  Subject to adjustment pursuant toparagraph (c) of this Section, the Borrower shall repay Term Borrowings oneach date set forth below in the aggregate principal amount set forth oppositesuch date:  

 

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| **Date**                | ** ** | **Amount** | ** ** |
|-------------------------|------------|------------|------------|
| March 31, 2005     |       | $          | 250,000    |   |
| June 30, 2005      |       | 250,000    |       |
| September 30, 2005 |       | 250,000    |       |
| December 30, 2005  |       | 250,000    |       |
| March 31, 2006     |       | 250,000    |       |
| June 30, 2006      |       | 250,000    |       |
| September 29, 2006 |       | 250,000    |       |
| December 29, 2006  |       | 250,000    |       |
| March 30, 2007     |       | 250,000    |       |
| June 29, 2007      |       | 250,000    |       |
| September 28, 2007 |       | 250,000    |       |
| December 31, 2007  |       | 250,000    |       |
| March 31, 2008     |       | 250,000    |       |
| June 30, 2008      |       | 250,000    |       |
| September 30, 2008 |       | 250,000    |       |
| December 31, 2008  |       | 250,000    |       |
| March 31, 2009     |       | 250,000    |       |
| June 30, 2009      |       | 250,000    |       |
| November 30, 2009  |       | 250,000    |       |
| December 31, 2009  |       | 250,000    |       |
| March 31, 2010     |       | 250,000    |       |
| June 30, 2010      |       | 250,000    |       |
| September 30, 2010 |       | 250,000    |       |
| December 31, 2010  |       | 94,250,000 |       |
|                         |            |            |            |  |

 

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

###  

### (c)                                  Anyprepayment of a Term Borrowing or an Incremental Extension of Credit shall be (i) inthe case of prepayments made pursuant to Section 2.11(a), allocatedbetween the Term Borrowings and the Incremental Extensions of Credit asdirected by the Borrower and applied to reduce the remaining subsequentscheduled repayments of the Term Borrowings or Incremental Extensions ofCredit, as applicable, pursuant to this Section in direct order ofmaturity 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 theTerm Borrowings and Incremental Extensions of Credit ratably and applied (x) inthe case of Term Borrowings, to reduce the subsequent scheduled

 

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### repayments of the Term Borrowings to be made pursuant to this Section withinsuch Class ratably and (y) in the case of Incremental Extensions ofCredit, as agreed in the applicable Incremental Facility Amendment implementingsuch Incremental Extension of Credit.

###  

### (d)                                 Priorto any repayment of any Term Borrowings hereunder, the Borrower shall selectthe Borrowing or Borrowings to be repaid and shall notify the AdministrativeAgent by telephone (confirmed by telecopy) of such selection not later than11:00 a.m., New York City time, (i) three Business Days before thescheduled date of such repayment in the case of Eurodollar Borrowings or (ii) oneBusiness Day before the scheduled date of repayment in the case of ABRBorrowings.  Each repayment of aBorrowing shall be applied ratably to the Loans included in the repaidBorrowing.  Repayments of Term Borrowingsshall be accompanied by accrued interest on the amount repaid.

###  

SECTION 2.11.  Prepayment of Loans.  (a)  The Borrower shall have the rightat any time and from time to time to prepay any Borrowing in whole or in part,subject to the requirements of this Section.

 

### (b)                                 Inthe event and on such occasion that the aggregate amount of the Lenders’Revolving Exposures exceeds the total amount of the Lenders’ RevolvingCommitments, the Borrower shall prepay Revolving Borrowings or SwinglineBorrowings (or, if no such Borrowings are outstanding, deposit cash collateral inan account with the Administrative Agent pursuant to Section 2.05(j)) inan aggregate amount equal to such excess.

###  

### (c)                                  Inthe event and on each occasion that any Net Proceeds are received by or onbehalf of the Borrower or any Subsidiary in respect of any Prepayment Event,the Borrower shall, within three Business Days after such Net Proceeds arereceived, prepay Term Borrowings and Incremental Extensions of Credit in anaggregate amount equal to 100% of such Net Proceeds; provided that, inthe case of any event described in clauses (a) or (b) of thedefinition of the term “Prepayment Event”, if the Borrower shall deliver to theAdministrative Agent a certificate of a Financial Officer to the effect thatthe Borrower and the Subsidiaries intend to apply the Net Proceeds from suchevent (or a portion thereof specified in such certificate), within 360 daysafter receipt of such Net Proceeds, to acquire real property, equipment orother 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 noprepayment shall be required pursuant to this paragraph in respect of the NetProceeds in respect of such event (or the portion of such Net Proceedsspecified in such certificate, if applicable) except to the extent of any suchNet Proceeds therefrom that have not been so applied or committed to be appliedpursuant to a bona fide contract by the end of such 360-day period, atwhich time a prepayment shall be required in an amount equal to such NetProceeds that have not been so applied.

###  

### (d)                                 Commencingwith the fiscal year ending December 31, 2005, the Borrower shall prepayTerm Borrowings and Incremental Extensions of Credit in an

 

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### aggregate amount equal to (i) the excess of (A) 50% of ExcessCash Flow over (B) prepayments of Term Loans and Incremental Extensions ofCredit under Section 2.11 (a) during such fiscal year, for any fiscalyear for which the Net Leverage Ratio at the end of such fiscal year is greaterthan or equal to 3.75 to 1.00, (ii) the excess of (A) 25% of ExcessCash Flow over (B) prepayments of Term Loans and Incremental Extensions ofCredit under Section 2.11(a) during such fiscal year, for any fiscalyear for which the Net Leverage Ratio at the end of such fiscal year is greaterthan or equal to 3.00 to 1.00 and less than 3.75 to 1.00 and (iii) 0% ofExcess Cash Flow for any fiscal year for which the Net Leverage Ratio at theend of such fiscal year is less than 3.00 to 1.00.  Each prepayment pursuant to this paragraphshall be made on or before the date on which financial statements are deliveredpursuant to Section 5.01 with respect to the fiscal year for which ExcessCash Flow is being calculated (and in any event within 90 days after the end ofsuch fiscal year).

###  

### (e)                                  Priorto any optional or mandatory prepayment of Borrowings hereunder, the Borrowershall select the Borrowing or Borrowings to be prepaid and shall specify suchselection in the notice of such prepayment pursuant to paragraph (f) ofthis Section.

###  

### (f)                                    TheBorrower shall notify the Administrative Agent (and, in the case of prepaymentof a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)of any prepayment hereunder (i) in the case of prepayment of a EurodollarBorrowing, not later than 11:00 a.m., New York City time, three BusinessDays before the date of prepayment, (ii) in the case of prepayment of anABR Borrowing, not later than 11:00 a.m., New York City time, one BusinessDay before the date of prepayment or (iii) in the case of prepayment of aSwingline Loan, not later than 12:00 noon, New York City time, on the date ofprepayment.  Each such notice shall beirrevocable and shall specify the prepayment date, the principal amount of eachBorrowing or portion thereof to be prepaid and, in the case of a mandatoryprepayment, a reasonably detailed calculation of the amount of such prepayment;provided that, if a notice of optional prepayment is given in connection with aconditional notice of termination of the Revolving Commitments as contemplatedby Section 2.08, then such notice of prepayment may be revoked if suchnotice 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 AdministrativeAgent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowingshall be in an amount that would be permitted in the case of an advance of aBorrowing of the same Type as provided in Section 2.02, except asnecessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall beapplied ratably to the Loans included in the prepaid Borrowing; providedthat prepayments of Revolving Borrowings shall be deemed to be applied first,to Revolving Borrowings used for purposes other than to finance PermittedAcquisitions and second, to Revolving Borrowings used to finance PermittedAcquisitions.  Prepayments shall beaccompanied by accrued interest to the extent required by Section 2.13.

###  

### (g)                                 Allvoluntary prepayments of the Term Loans effected on or prior to the firstanniversary of the Restatement Effective Date with the proceeds of a

 

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### substantially concurrent issuance or incurrence of new term loans underthis Agreement, as amended, amended and restated, supplemented, waived orotherwise modified from time to time (excluding a refinancing of all thefacilities outstanding under this Agreement in connection with anothertransaction not permitted by this Agreement (as determined prior to givingeffect to any amendment or waiver of this Agreement being adopted in connectionwith such transaction)), shall be accompanied by a prepayment fee equal to1.00% of the aggregate amount of such prepayments if the Applicable Rate (orsimilar interest rate spread) applicable to such new term loans is or, upon thesatisfaction of certain conditions, could be less than the Applicable Rateapplicable to the Term Loans on the Restatement Effective Date.

###  

SECTION 2.12.  Fees. (a)  The Borrower agrees to pay to the Administrative Agent for theaccount of each Revolving Lender a commitment fee, which shall accrue at a rateequal to 0.50% per annum on the average daily unused amount of each RevolvingCommitment of such Lender during the period from and including the OriginalClosing Date to but excluding the date on which the Revolving Commitmentsterminate.  Accrued commitment fees shallbe payable in arrears on the last Business Day of each March, June, September andDecember and on the date on which such Commitments terminate, commencingon the first such date to occur after the date hereof.  All commitment fees shall be computed on thebasis of a year of 360 days and shall be payable for the actual number of dayselapsed (including the first day but excluding the last day).  For purposes of computing commitment feeswith respect to Revolving Commitments, a Revolving Commitment of a Lender shallbe deemed to be used to the extent of the outstanding Revolving Loans and LCExposure of such Lender (and the Swingline Exposure of such Lender shall bedisregarded for such purpose).

 

### (b)                                 TheBorrower agrees to pay (i) to the Administrative Agent for the account ofeach Revolving Lender a participation fee with respect to its participations inLetters of Credit, which shall accrue at the same Applicable Rate used todetermine the interest rate applicable to Eurodollar Revolving Loans on the averagedaily amount of such Lender’s LC Exposure (excluding any portion thereofattributable to unreimbursed LC Disbursements) during the period from andincluding the Original Closing Date to but excluding the later of the date onwhich such Lender’s Revolving Commitment terminates and the date on which suchLender ceases to have any LC Exposure, and (ii) to the applicable IssuingBank a fronting fee, which shall accrue at the rate or rates per annumseparately agreed upon between the Borrower and such Issuing Bank on theaverage daily amount of the LC Exposure (excluding any portion thereofattributable to unreimbursed LC Disbursements) during the period from andincluding the Original Closing Date to but excluding the later of the date oftermination of the Revolving Commitments and the date on which there ceases tobe any LC Exposure, as well as the applicable Issuing Bank’s standard fees withrespect to the issuance, amendment, renewal or extension of any Letter ofCredit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the lastBusiness Day of each March, June, September and December, commencing onthe first such date to occur after the Original Closing Date; providedthat all such fees shall be payable on the date on which the RevolvingCommitments terminate and any such fees accruing after the date on which theRevolving Commitments terminate shall be payable on demand.  Any other fees

 

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### payable to any Issuing Bank pursuant to this paragraph shall be payablewithin 10 days after demand.  Allparticipation fees and fronting fees shall be computed on the basis of a yearof 360 days and shall be payable for the actual number of days elapsed(including the first day but excluding the last day).

###  

### (c)                                  TheBorrower agrees to pay to the Administrative Agent, for its own account, feespayable in the amounts and at the times separately agreed upon between theBorrower and the Administrative Agent.

###  

### (d)                                 Allfees payable hereunder shall be paid on the dates due, in immediately availablefunds, to the Administrative Agent (or to the applicable Issuing Bank, in thecase of fees payable to it) for distribution, in the case of commitment feesand participation fees, to the Lenders entitled thereto.  Fees paid shall not be refundable under anycircumstances.

###  

SECTION 2.13.  Interest.  (a)  The Loans comprising each ABRBorrowing (including each Swingline Loan) shall bear interest at the AlternateBase Rate plus the Applicable Rate.

 

### (b)                                 TheLoans comprising each Eurodollar Borrowing shall bear interest at the AdjustedLIBO Rate for the Interest Period in effect for such Borrowing plus theApplicable Rate.

###  

### (c)                                  Notwithstandingthe foregoing, if any principal of or interest on any Loan or any fee or otheramount payable by the Borrower hereunder is not paid when due, whether atstated maturity, upon acceleration or otherwise, such overdue amount shall bearinterest, after as well as before judgment, at a rate per annum equal to (i) inthe case of overdue principal of any Loan, 2% plus the rate otherwiseapplicable 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 ABRRevolving Loans as provided in paragraph (a) of this Section.

###  

### (d)                                 Accruedinterest on each Loan shall be payable in arrears on each Interest Payment Datefor such Loan and, in the case of Revolving Loans, upon termination of theRevolving Commitments; provided that (i) interest accrued pursuantto paragraph (c) of this Section shall be payable on demand, (ii) inthe event of any repayment or prepayment of any Loan (other than a prepaymentof an ABR Revolving Loan prior to the end of the Revolving AvailabilityPeriod), accrued interest on the principal amount repaid or prepaid shall bepayable on the date of such repayment or prepayment and (iii) in the eventof any conversion of any Eurodollar Loan prior to the end of the currentInterest Period therefor, accrued interest on such Loan shall be payable on theeffective date of such conversion.

###  

### (e)                                  Allinterest hereunder shall be computed on the basis of a year of 360 days, exceptthat interest computed by reference to the Alternate Base Rate at times whenthe Alternate Base Rate is based on the Prime Rate shall be computed on thebasis of a year of 365 days (or 366 days in a leap year), and in each caseshall be payable for

 

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### the actual number of days elapsed (including the first day butexcluding the last day).  The applicableAlternate Base Rate or Adjusted LIBO Rate shall be determined by theAdministrative Agent, and such determination shall be conclusive absentmanifest error.

###  

SECTION 2.14.  Alternate Rate of Interest.  If prior to the commencement of any InterestPeriod for a Eurodollar Borrowing:

 

### (a)                                  theAdministrative Agent determines (which determination shall be conclusive absentmanifest error) that adequate and reasonable means do not exist forascertaining the Adjusted LIBO Rate for such Interest Period; or

###  

### (b)                                 theAdministrative Agent is advised by the Required Lenders that the Adjusted LIBORate for such Interest Period will not adequately and fairly reflect the costto such Lenders of making or maintaining their Loans included in such Borrowingfor such Interest Period;

###  

then the Administrative Agent shall give noticethereof to the Borrower and the Lenders by telephone or telecopy as promptly aspracticable thereafter and, until the Administrative Agent notifies theBorrower and the Lenders that the circumstances giving rise to such notice nolonger exist (which notice the Administrative Agent agrees to give promptlyafter such circumstances cease to exist), (i) any Interest ElectionRequest that requests the conversion of any Borrowing to, or continuation ofany Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) ifany Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall bemade 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 requirementagainst 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 theAdjusted LIBO Rate) or any Issuing Bank; or

####  

#### (ii)                                  imposeon any Lender or any Issuing Bank or the London interbank market any othercondition affecting this Agreement or Eurodollar Loans made by such Lender orany Letter of Credit or participation therein;

####  

and the result of any of the foregoing shall be toincrease 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 thecost to such Lender or any Issuing Bank of participating in, issuing ormaintaining any Letter of Credit or to reduce the amount of any sum received orreceivable by such Lender or Issuing Bank hereunder (whether of principal,interest or otherwise), then the Borrower will pay to such Lender or IssuingBank, as the case may be, such additional amount or amounts as will compensatesuch Lender or Issuing Bank, as the case may be, for such additional costsincurred or reduction suffered.

 

### (b)                                 Ifany Lender or any Issuing Bank determines that any Change in Law regardingcapital requirements has or would have the effect of reducing the rate of

 

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### return on such Lender’s or Issuing Bank’s capital or on the capital ofsuch Lender’s or Issuing Bank’s holding company, if any, as a consequence ofthis Agreement or the Loans made by, or participations in Letters of Creditheld by, such Lender, or the Letters of Credit issued by such Issuing Bank, toa level below that which such Lender or Issuing Bank or such Lender’s orIssuing 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 thepolicies of such Lender’s or Issuing Bank’s holding company with respect tocapital adequacy), then from time to time the Borrower will pay to such Lenderor Issuing Bank, as the case may be, such additional amount or amounts as willcompensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’sholding company for any such reduction suffered.

###  

### (c)                                  Acertificate of a Lender or Issuing Bank setting forth the amount or amountsnecessary to compensate such Lender or Issuing Bank or its holding company, asthe case may be, as specified in paragraph (a) or (b) of this Section shallbe delivered to the Borrower and shall be conclusive absent manifesterror.  The Borrower shall pay suchLender or Issuing Bank, as the case may be, the amount shown as due on any suchcertificate within 10 days after receipt thereof.

###  

### (d)                                 Failureor delay on the part of any Lender or an Issuing Bank to demand compensationpursuant to this Section shall not constitute a waiver of such Lender’s orIssuing Bank’s right to demand such compensation; provided that theBorrower shall not be required to compensate a Lender or Issuing Bank pursuantto this Section for any increased costs or reductions incurred more than180 days prior to the date that such Lender or Issuing Bank, as the case maybe, notifies the Borrower of the Change in Law giving rise to such increasedcosts or reductions and of such Lender’s or Issuing Bank’s intention to claimcompensation therefor; providedfurther that, if the Change inLaw giving rise to such increased costs or reductions is retroactive, then the180-day period referred to above shall be extended to include the periodof retroactive effect thereof.

###  

SECTION 2.16.  Break Funding Payments.  In the event of (a) the payment of anyprincipal of any Eurodollar Loan other than on the last day of an InterestPeriod applicable thereto (including as a result of an Event of Default), (b) theconversion of any Eurodollar Loan other than on the last day of the InterestPeriod applicable thereto, (c) the failure to borrow, convert, continue orprepay any Revolving Loan or Term Loan on the date specified in any noticedelivered pursuant hereto (regardless of whether such notice may be revokedunder Section 2.11(f) and is revoked in accordance therewith), or (d) theassignment of any Eurodollar Loan other than on the last day of the InterestPeriod applicable thereto as a result of a request by the Borrower pursuant to Section 2.19,then, in any such event, the Borrower shall compensate each Lender for the loss(other than loss of margin or anticipated profit), cost and expenseattributable to such event.  In the caseof a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemedto include an amount determined by such Lender to be the excess, if any, of (i) theamount of interest which would have accrued on the principal amount of suchLoan had such event not occurred, at the Adjusted LIBO Rate that would havebeen applicable to such Loan, for the period from the date of such event to thelast day of the then current Interest

 

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Periodtherefor (or, in the case of a failure to borrow, convert or continue, for theperiod that would have been the Interest Period for such Loan), over (ii) theamount of interest which would accrue on such principal amount for such periodat the interest rate which such Lender would bid were it to bid, at thecommencement of such period, for dollar deposits of a comparable amount andperiod from other banks in the eurodollar market.  A certificate of any Lender setting forth anyamount or amounts that such Lender is entitled to receive pursuant to this Section shallbe delivered to the Borrower and shall be conclusive absent manifesterror.  The Borrower shall pay suchLender the amount shown as due on any such certificate within 10 days afterreceipt thereof.

 

SECTION 2.17.  Taxes. (a)  Any and all payments by or on account of any obligation of theBorrower hereunder or under any other Loan Document shall be made free andclear of and without deduction for any Indemnified Taxes or Other Taxes; providedthat if the Borrower shall be required to deduct any Indemnified Taxes or OtherTaxes from such payments, then (i) the sum payable shall be increased asnecessary so that after making all required deductions (including deductionsapplicable to additional sums payable under this Section) the AdministrativeAgent, a Lender or an Issuing Bank (as the case may be) receives an amountequal to the sum it would have received had no such deductions been made, (ii) theBorrower shall make such deductions and (iii) the Borrower shall pay thefull amount deducted to the relevant Governmental Authority in accordance withapplicable law.

 

### (b)                                 Inaddition, the Borrower shall pay any Other Taxes to the relevant GovernmentalAuthority in accordance with applicable law.

###  

### (c)                                  TheBorrower shall indemnify the Administrative Agent, each Lender and each IssuingBank, within 10 days after written demand therefor, for the full amount of anyIndemnified Taxes or Other Taxes paid by the Administrative Agent, such Lenderor such Issuing Bank, as the case may be, on or with respect to any payment byor on account of any obligation of the Borrower hereunder or under any otherLoan Document (including Indemnified Taxes or Other Taxes imposed or assertedon 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 legallyimposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of suchpayment 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 anIssuing Bank, shall be conclusive absent manifest error.

###  

### (d)                                 Assoon as practicable after any payment of Indemnified Taxes or Other Taxes bythe Borrower to a Governmental Authority, the Borrower shall deliver to theAdministrative Agent the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of the returnreporting such payment or other evidence of such payment reasonablysatisfactory to the Administrative Agent.

 

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### (e)                                  EachForeign Lender shall deliver to the Borrower (with a copy to the AdministrativeAgent), at the time or times prescribed by applicable law, such properlycompleted and executed documentation prescribed by applicable law or reasonablyrequested by the Borrower as will permit such payments to be made withoutwithholding or at a reduced rate, pursuant to an exemption from or reduction ofwithholding tax under the law of the jurisdiction in which the Borrower islocated, or any treaty to which such jurisdiction is a party, with respect topayments under this Agreement.

###  

### (f)                                    Ifthe Administrative Agent or a Lender determines, in its sole good faithdiscretion, that it has received a refund of any Indemnified Taxes or OtherTaxes as to which it has been indemnified by the Borrower or with respect towhich 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 onlyto the extent of indemnity payments made, or additional amounts paid, by theBorrower under this Section 2.17 with respect to the Indemnified Taxes orOther Taxes giving rise to such refund), net of all reasonable out-of-pocketexpenses of the Administrative Agent or such Lender and without interest (otherthan any interest paid by the relevant Governmental Authority with respect tosuch refund); provided that the Borrower, upon the request of theAdministrative Agent or such Lender, agrees to repay the amount paid over tothe Borrower (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) to the Administrative Agent or such Lender inthe event the Administrative Agent or such Lender is required to repay suchrefund to such Governmental Authority. This Section shall not be construed to require the AdministrativeAgent or any Lender to make available its tax returns (or any other informationrelating to its taxes which it deems confidential) to the Borrower or any otherPerson.

###  

SECTION 2.18.  Payments Generally; Pro Rata Treatment;Sharing of Setoffs.  (a)  TheBorrower shall make each payment required to be made by it hereunder or underany other Loan Document (whether of principal, interest, fees or reimbursementof LC Disbursements, or of amounts payable under Section 2.15, 2.16 or2.17, or otherwise) prior to the time expressly required hereunder or undersuch other Loan Document for such payment (or, if no such time is expresslyrequired, prior to 12:00 noon, New York City time), on the date when due, inimmediately available funds, without set-off or counterclaim.  Any amounts received after such time on anydate may, in the discretion of the Administrative Agent, be deemed to have beenreceived on the next succeeding Business Day for purposes of calculatinginterest thereon.  All such paymentsshall be made to the Administrative Agent at its offices at Eleven MadisonAvenue, New York, New York, except payments to be made directly to an IssuingBank or Swingline Lender as expressly provided herein and except that paymentspursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to thePersons entitled thereto and payments pursuant to other Loan Documents shall bemade to the Persons specified therein. The Administrative Agent shall distribute any such payments received byit for the account of any other Person to the appropriate recipient promptlyfollowing receipt thereof.  If anypayment under any Loan Document shall be due on a day that is not a

 

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BusinessDay, the date for payment shall be extended to the next succeeding BusinessDay, and, in the case of any payment accruing interest, interest thereon shallbe payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

 

### (b)                                 Ifat any time insufficient funds are received by and available to theAdministrative Agent to pay fully all amounts of principal, unreimbursed LCDisbursements, interest and fees then due hereunder, such funds shall beapplied (i) first, towards payment of interest and fees then duehereunder, ratably among the parties entitled thereto in accordance with theamounts of interest and fees then due to such parties, and (ii) second,towards payment of principal and unreimbursed LC Disbursements then duehereunder, ratably among the parties entitled thereto in accordance with theamounts of principal and unreimbursed LC Disbursements then due to suchparties.

###  

### (c)                                  Ifany Lender shall, by exercising any right of set-off or counterclaim or bytaking a credit against the purchase price payable in respect of Collateralpursuant to Section 5.01 of the Collateral Agreement or otherwise, obtainpayment in respect of any principal of or interest on any of its Revolving Loans,Term Loans or participations in LC Disbursements or Swingline Loans resultingin such Lender receiving payment of a greater proportion of the aggregateamount of its Revolving Loans, Term Loans and participations in LCDisbursements and Swingline Loans and accrued interest thereon than theproportion received by any other Lender, then the Lender receiving such greaterproportion shall purchase (for cash at face value) participations in theRevolving Loans, Term Loans and participations in LC Disbursements andSwingline Loans of other Lenders to the extent necessary so that the benefit ofall such payments shall be shared by the Lenders ratably in accordance with theaggregate amount of principal of and accrued interest on their respectiveRevolving Loans, Term Loans and participations in LC Disbursements andSwingline Loans; provided that (i) if any such participations arepurchased and all or any portion of the payment giving rise thereto isrecovered, such participations shall be rescinded and the purchase pricerestored to the extent of such recovery, without interest, and (ii) theprovisions of this paragraph shall not be construed to apply to any paymentmade by the Borrower pursuant to and in accordance with the express terms ofthis Agreement or any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans or participationsin LC Disbursements to any assignee or participant, other than to the Borroweror any Subsidiary or Affiliate thereof (as to which the provisions of thisparagraph shall apply).  The Borrowerconsents to the foregoing and agrees, to the extent it may effectively do sounder applicable law, that any Lender acquiring a participation pursuant to theforegoing arrangements may exercise against the Borrower rights of set-off andcounterclaim with respect to such participation as fully as if such Lender werea direct creditor of the Borrower in the amount of such participation.

###  

### (d)                                 Unlessthe Administrative Agent shall have received notice from the Borrower prior tothe date on which any payment is due to the Administrative Agent for theaccount of the Lenders or any Issuing Bank hereunder that the Borrower will notmake such payment, the Administrative Agent may assume that the Borrower hasmade

 

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### such payment on such date in accordance herewith and may, in relianceupon such assumption, distribute to the Lenders or the applicable Issuing Bank,as the case may be, the amount due.  Insuch event, if the Borrower has not in fact made such payment, then each of theLenders or each Issuing Bank, as the case may be, severally agrees to repay tothe Administrative Agent forthwith on demand the amount so distributed to suchLender or Issuing Bank with interest thereon, for each day from and includingthe date such amount is distributed to it to but excluding the date of paymentto the Administrative Agent, at the greater of the Federal Funds Effective Rateand a rate determined by the Administrative Agent in accordance with bankingindustry rules on interbank compensation.

###  

### (e)                                  Ifany Lender shall fail to make any payment required to be made by it pursuant toSection 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 anycontrary provision hereof), apply any amounts thereafter received by theAdministrative Agent for the account of such Lender to satisfy such Lender’sobligations under such Sections until all such unsatisfied obligations arefully paid.

###  

SECTION 2.19.  Mitigation Obligations; Replacement ofLenders.  (a)  If any Lenderrequests compensation under Section 2.15, or if the Borrower is requiredto pay any additional amount to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 2.17, then such Lender shalluse reasonable efforts to designate a different lending office for funding orbooking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduceamounts payable pursuant to Section 2.15 or 2.17, as the case may be, inthe future and (ii) would not subject such Lender to any unreimbursed costor expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay allreasonable costs and expenses incurred by any Lender in connection with anysuch designation or assignment.

 

### (b)                                 Ifany Lender requests compensation under Section 2.15, or if the Borrower isrequired to pay any additional amount to any Lender or any GovernmentalAuthority for the account of any Lender pursuant to Section 2.17, or ifany Lender defaults in its obligation to fund Loans hereunder, then theBorrower may, at its sole expense and effort, upon notice to such Lender andthe Administrative Agent, require such Lender to assign and delegate, withoutrecourse (in accordance with and subject to the restrictions contained in Section 9.04),all its interests, rights and obligations under this Agreement to an assigneethat shall assume such obligations (which assignee may be another Lender, if aLender accepts such assignment); provided that (i) the Borrowershall have received the prior written consent of the Administrative Agent (andif a Revolving Commitment is being assigned, each Issuing Bank and theSwingline Lender), which consent shall not unreasonably be withheld, (ii) suchLender shall have received payment of an amount equal to the outstandingprincipal of its Loans and participations in LC Disbursements and SwinglineLoans, accrued interest thereon, accrued fees and all other amounts payable toit hereunder, from the assignee (to the extent of such outstanding principaland accrued interest and fees) or the Borrower (in the case of all

 

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### other amounts) and (iii) in the case of any such assignmentresulting from a claim for compensation under Section 2.15 or paymentsrequired to be made pursuant to Section 2.17, such assignment will resultin a material reduction in such compensation or payments.  A Lender shall not be required to make anysuch assignment and delegation if, prior thereto, as a result of a waiver by suchLender or otherwise, the circumstances entitling the Borrower to require suchassignment and delegation cease to apply.

###  

SECTION 2.20.  Incremental Extensions of Credit.  At any time prior to the Term Loan MaturityDate, subject to the terms and conditions set forth herein, the Borrower may atany time and from time to time, by notice to the Administrative Agent(whereupon the Administrative Agent shall promptly deliver a copy of suchnotice to each of the Lenders), request to add additional term loans (the “IncrementalExtensions of Credit”) in minimum principal amounts of $50,000,000; providedthat immediately prior to and after giving effect to any Incremental FacilityAmendment (as defined below), (a) no Default has occurred or is continuingor shall result therefrom and (b) on a Pro Forma Basis, as of the last dayof the most recently ended fiscal quarter of the Borrower for which financialstatements are available, (i) the Borrower shall be in compliance with thecovenants contained in Sections 6.12 and 6.13 and (ii) the Net SeniorSecured Leverage Ratio shall be less than 2.50 to 1.00.  The Incremental Extensions of Credit (a) shallbe in an aggregate principal amount not exceeding $100,000,000, (b) shallrank paripassu in right of payment and right of security inrespect of the Collateral with the Term Loans and (c) other thanamortization, pricing and maturity date, shall have the same terms as the TermLoans as in effect immediately prior to the effectiveness of the applicableIncremental Facility Amendment; provided that (i) if the ApplicableRate (which, for such purposes only, shall be deemed to include all upfront orsimilar fees or original issue discount payable to all Lenders providing suchIncremental Extensions of Credit) relating to the Incremental Extensions ofCredit exceeds the Applicable Rate (which, for such purposes only, shall bedeemed to include all upfront or similar fees or original issue discountpayable to all Term Loan Lenders) relating to the Term Loans by more than0.25%, the Applicable Rate relating to the Term Loans shall be adjusted to beequal to the Applicable Rate (which, for such purposes only, shall be deemed toinclude all upfront or similar fees or original issue discount payable to allLenders providing such Incremental Extensions of Credit) relating to theapplicable Incremental Extensions of Credit minus 0.25%, (ii) theIncremental Extensions of Credit shall not have a final maturity date earlierthan the Term Loan Maturity Date and (iii) the Incremental Extensions ofCredit shall not have a weighted average life that is shorter than that of thethen-remaining weighted average life of the Term Loans.  No Term Loan Lender shall be obligated toprovide any Incremental Extension of Credit unless it so agrees.  Any additional bank, financial institution,Term Loan Lender or other Person that elects to extend Incremental Extensionsof Credit shall be reasonably satisfactory to the Borrower and theAdministrative Agent (any such bank, financial institution, Term Loan Lender orother Person being called an “Additional Lender”) and shall become aLender under this Agreement, pursuant to an amendment (an “IncrementalFacility Amendment”) to this Agreement, giving effect to the modificationspermitted by this Section 2.20, and, as appropriate, the other LoanDocuments, executed by the Borrower, each Additional Lender and theAdministrative Agent.  Commitments inrespect of Incremental

 

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Extensionsof Credit shall be Commitments under this Agreement.  An Incremental Facility Amendment may,without the consent of any other Lenders, effect such amendments to thisAgreement and the other Loan Documents as may be necessary or appropriate, in theopinion of the Administrative Agent, to effect the provisions of this Section 2.20(including voting provisions applicable to the Additional Lenders comparable tothe provisions of clause (B) of the second proviso of Section 9.02).  The effectiveness of any Incremental FacilityAmendment shall be subject to the satisfaction on the date thereof (each, an “IncrementalFacility Closing Date”) of each of the conditions set forth in Section 4.02(it being understood that all references to “the date of such Borrowing”in such Section 4.02 shall be deemed to refer to the Incremental FacilityClosing Date).  The proceeds of theIncremental Extensions of Credit shall be used to make Permitted Acquisitionsor to repay outstanding Revolving Loans.

 

ARTICLE III

 

Representations andWarranties

 

Each of Holdings and theBorrower represents and warrants to the Lenders that:

 

SECTION 3.01.  Organization; Powers.  Each of Holdings, the Borrower and theSubsidiaries is duly organized, validly existing and in good standing under thelaws of the jurisdiction of its organization, has all requisite power andauthority to own or lease its properties and to carry on its business ascurrently conducted and, except where the failure to do so, individually or inthe aggregate, could not reasonably be expected to result in a Material AdverseEffect, is qualified to do business in, and is in good standing in, everyjurisdiction where such qualification is required.

 

SECTION 3.02.  Authorization; Enforceability.  The Transactions to be entered into by eachLoan Party are within such Loan Party’s powers and have been duly authorized byall necessary company and, if required, stockholder or member action.  This Agreement has been duly executed anddelivered by Holdings and the Borrower and constitutes, and each other LoanDocument to which any Loan Party is to be a party, when executed and deliveredby such Loan Party, will constitute, a legal, valid and binding obligation ofthe Borrower or such Loan Party (as the case may be), enforceable in accordancewith its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium or other laws affecting creditors’ rights generally and subject togeneral principles of equity, regardless of whether considered in a proceedingin equity or at law.

 

SECTION 3.03.  Governmental Approvals; No Conflicts.  The Transactions (a) do not require anymaterial consent or approval of, registration or filing with, or any otheraction by, any Governmental Authority, except such as have been obtained ormade and are in full force and effect and except filings necessary to perfectLiens created under the Loan Documents, (b) will not violate any materialapplicable law or regulation or the charter, by-laws or other organizationaldocuments of Holdings, the Borrower or any Subsidiary or any material order ofany Governmental Authority, (c)

 

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willnot violate or result in a default under any indenture, agreement or otherinstrument 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 toHoldings, the Borrower or any of the Subsidiaries, and (d) will not resultin the creation or imposition of any Lien on any asset of Holdings, theBorrower or any of the Subsidiaries, except Liens created under the LoanDocuments.

 

SECTION 3.04.  Financial Condition; No Material AdverseChange.  (a)The Borrower hasheretofore furnished to the Lenders (i) its consolidated balance sheet asof December 27, 2002 and December 26, 2003, (ii) itsconsolidated statements of income, stockholders’ equity and cash flows for thefiscal years ended December 28, 2001, December 27, 2002 and December 26,2003, in the case of clauses (i) and (ii), reported on by Deloitte &Touche LLP, independent public accountants, and (iii) its consolidatedbalance sheet and consolidated statements of income, stockholders’ equity andcash flows as of and for the fiscal quarter and nine-month period ended September 24,2004 (and the comparable period for the prior fiscal year), as reviewed byDeloitte & Touche LLP, independent public accountants, in accordancewith Statement on Auditing Standards No.  100 and certified by the chieffinancial officer of the Borrower.  Suchfinancial statements present fairly, in all material respects, the financialposition and results of operations and cash flows of the Borrower and theSubsidiaries, on a consolidated basis, as of such dates and for such periods inaccordance with GAAP, subject to year-end audit adjustments and the absence offootnotes in the case of the statements referred to in clause (iii) above.

 

### (b)                                 TheBorrower has heretofore furnished to the Lenders its pro forma consolidatedbalance sheet as of September 24, 2004, prepared giving effect to theTransactions as if the Transactions had occurred on such date.  Such pro forma consolidated balance sheet (i) hasbeen prepared in good faith based on the same assumptions used to prepare thepro forma financial statements included in the Information Memorandum (whichassumptions are believed by the Borrower to be reasonable), (ii) is basedon the best information available to the Borrower after due inquiry, (iii) accuratelyreflects all adjustments necessary to give effect to the Transactions and (iv) presentsfairly, in all material respects, the pro forma financial position of theBorrower and the Subsidiaries, on a consolidated basis, as of the RestatementEffective Date as if the Transactions had occurred on such date.

###  

### (c)                                  Exceptas disclosed in the financial statements referred to above or the notes theretoor in the Information Memorandum and except for the Disclosed Matters, aftergiving effect to the Transactions, none of Holdings, the Borrower or theSubsidiaries has, as of the Restatement Effective Date, any material contingentliabilities, unusual long-term commitments or unrealized losses.

###  

### (d)                                 SinceDecember 27, 2002, there has been no material adverse change in thecondition (financial or otherwise), assets, operations or business of Holdings,the Borrower and the Subsidiaries, taken as a whole.

 

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SECTION 3.05.  Properties.  (a)  Each of Holdings, the Borrower andthe Subsidiaries has good title to, or valid leasehold interests in, all thereal and personal property material to its business (including its MortgagedProperties), except for minor defects in title that do not interfere with itsability to conduct its business as currently conducted or to utilize suchproperties for their intended purposes.

 

### (b)                                 Eachof Holdings, the Borrower and the Subsidiaries owns, or is licensed to use, alltrademarks, tradenames, copyrights, patents and other intellectual propertymaterial to its business, and, to the knowledge of Holdings or the Borrower,the use thereof by Holdings, the Borrower and the Subsidiaries does notinfringe upon the rights of any other Person, except for any such infringementsthat, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect.

###  

### (c)                                  Schedule 3.05sets forth the address of each real property that is owned or leased byHoldings, the Borrower or any of the Subsidiaries as of the RestatementEffective Date after giving effect to the Transactions.

###  

### (d)                                 Asof the Restatement Effective Date, none of Holdings, the Borrower or any of theSubsidiaries has received notice of, or has knowledge of, any pending orcontemplated condemnation proceeding affecting any Mortgaged Property or anySpecified Property or any sale or disposition thereof in lieu of condemnation.  Neither any Mortgaged Property or anySpecified Property nor any interest therein is subject to any right of firstrefusal, option or other contractual right to purchase such Mortgaged Propertyor Specified Property or interest therein.

###  

SECTION 3.06.  Litigation and Environmental Matters.  (a)  There are no actions, suits orproceedings by or before any arbitrator or Governmental Authority pendingagainst or, to the knowledge of Holdings or the Borrower, threatened against oraffecting Holdings, the Borrower or any Subsidiary (i) as to which thereis a reasonable possibility of an adverse determination and that, if adverselydetermined, could reasonably be expected, individually or in the aggregate, toresult in a Material Adverse Effect (other than the Disclosed Matters) or (ii) thatinvolve any of the Loan Documents or the Transactions.

 

### (b)                                 Exceptfor the Disclosed Matters and except with respect to any other matters that,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect, none of Holdings, the Borrower or any Subsidiary (i) hasfailed to comply with any Environmental Law or to obtain, maintain or complywith any permit, license or other approval required under any EnvironmentalLaw, (ii) has become subject to any Environmental Liability, (iii) hasreceived notice of any claim with respect to any Environmental Liability or (iv) knowsof any basis for any Environmental Liability.

###  

SECTION 3.07.  Compliance with Laws and Agreements.  Each of Holdings, the Borrower and theSubsidiaries is in compliance with all laws, regulations and orders of anyGovernmental Authority applicable to it or its property and all indentures,agreements and other instruments binding upon it or its property, except

 

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wherethe failure to do so, individually or in the aggregate, could not reasonably beexpected 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 theSubsidiaries is (a) an “investment company” as defined in, or subject toregulation under, the Investment Company Act of 1940 or (b) a “holdingcompany” as defined in, or subject to regulation under, the Public UtilityHolding Company Act of 1935.

 

SECTION 3.09.  Taxes. Each of Holdings, the Borrower and the Subsidiaries has timely filed orcaused to be filed all Tax returns and reports required to have been filed andhas 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 appropriateproceedings and for which Holdings, the Borrower or such Subsidiary, asapplicable, has set aside on its books adequate reserves to the extent requiredby GAAP or (b) to the extent that the failure to do so could notreasonably 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, whentaken together with all other such ERISA Events for which liability isreasonably expected to result, could reasonably be expected to result in anunsatisfied liability of Holdings, the Borrower and the Subsidiaries in anaggregate amount exceeding $5,000,000 for all periods.  The present value of all accumulated benefitobligations under all Plans (based on the assumptions used by such Plan forpurposes 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 greaterthan $5,000,000.  The minimum fundingstandards of ERISA and the Code with respect to each Plan have been satisfied.

 

SECTION 3.11.  Disclosure.  The Borrower has disclosed to the Lenders allagreements, instruments and corporate or other restrictions to which Holdings,the Borrower or any of the Subsidiaries is subject, and all other matters knownto any of them, that, individually or in the aggregate, could reasonably beexpected to result in a Material Adverse Effect.  Neither the Information Memorandum nor any ofthe other reports, financial statements, certificates or other informationfurnished by or on behalf of any Loan Party to the Administrative Agent or anyLender in connection with the negotiation of this Agreement or any other LoanDocument or delivered hereunder or thereunder (as modified or supplemented byother information so furnished) contains any material misstatement of fact oromits to state any material fact necessary to make the statements therein, inthe light of the circumstances under which they were made, not misleading; providedthat, with respect to projected financial information, Holdings and theBorrower represent only that such information was prepared in good faith basedupon assumptions believed by it to be reasonable at the time.

 

SECTION 3.12.  Subsidiaries.  Holdings does not have any subsidiaries otherthan the Borrower and the Subsidiaries.  Schedule 3.12sets forth the name of, and

 

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theownership interest of the Borrower in, each Subsidiary and identifies eachSubsidiary that is a Subsidiary Loan Party, in each case as of the RestatementEffective Date.

 

SECTION 3.13.  Insurance.  Schedule 3.13 sets forth a descriptionof all insurance maintained by or on behalf of Holdings, the Borrower and theSubsidiaries as of the Restatement Effective Date.  As of the Restatement Effective Date, allpremiums in respect of such insurance have been paid.  The Borrower believes that the insurancemaintained by or on behalf of Holdings, the Borrower and the Subsidiaries isadequate.

 

SECTION 3.14.  Labor Matters.  As of the Restatement Effective Date, thereare no strikes, lockouts or slowdowns against Holdings, the Borrower or anySubsidiary pending or, to the knowledge of the Borrower, threatened.  The hours worked by and payments made toemployees of Holdings, the Borrower and the Subsidiaries have not been inviolation 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 Borroweror any Subsidiary, or for which any claim may be made against Holdings, theBorrower or any Subsidiary, on account of wages and employee health and welfareinsurance and other benefits, have been paid or accrued as a liability on thebooks of Holdings, the Borrower or such Subsidiary.  The consummation of the Transactions will notgive rise to any right of termination or right of renegotiation on the part ofany union under any collective bargaining agreement to which Holdings, theBorrower or any Subsidiary is bound.

 

SECTION 3.15.  Solvency.  Immediately after the consummation of theTransactions to occur on the Restatement Effective Date and immediatelyfollowing the making of each Loan made on the Restatement Effective Date andafter giving effect to the application of the proceeds of such Loans, (a) thefair value of the assets of each Loan Party, at a fair valuation, will exceedits debts and liabilities, subordinated, contingent or otherwise; (b) thepresent fair saleable value of the property of each Loan Party will be greaterthan the amount that will be required to pay the probable liability of itsdebts and other liabilities, subordinated, contingent or otherwise, as suchdebts and other liabilities become absolute and matured; (c) each LoanParty will be able to pay its debts and liabilities, subordinated, contingentor otherwise, as such debts and liabilities become absolute and matured; and (d) eachLoan Party will not have unreasonably small capital with which to conduct thebusiness in which it is engaged as such business is currently conducted and isproposed to be conducted following the Restatement Effective Date.

 

SECTION 3.16.  Senior Indebtedness; Designated SeniorIndebtedness.  The Obligationsconstitute “Senior Indebtedness” and “Designated Senior Indebtedness” under andas defined in the Senior Subordinated Debt Documents and the SubordinatedPromissory Note (and to the extent any Additional Senior Subordinated Notes areissued, the documents governing the Additional Senior Subordinated Notes).

 

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ARTICLE IV

 

Conditions

 

SECTION 4.01.  [Intentionally Omitted.]

 

SECTION 4.02.  Each Credit Event.  The obligation of each Lender to make a Loanon 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 requesttherefor in accordance herewith and to the satisfaction of the followingconditions:

 

### (a)                                  Therepresentations and warranties of each Loan Party set forth in the LoanDocuments shall be true and correct in all material respects on and as of the dateof such Borrowing or the date of issuance, amendment, renewal or extension ofsuch Letter of Credit, except to the extent such representations and warrantiesexpressly relate to an earlier date, as applicable.

###  

### (b)                                 Atthe time of and immediately after giving effect to such Borrowing or theissuance, amendment, renewal or extension of such Letter of Credit, asapplicable, no Default shall have occurred and be continuing.

###  

Each Borrowing and each issuance, amendment, renewalor extension of a Letter of Credit shall be deemed to constitute arepresentation and warranty by Holdings and the Borrower on the date thereof asto the matters specified in paragraphs (a) and (b) of this Section.

 

ARTICLE V

 

AffirmativeCovenants

 

Until the Commitmentshave expired or been terminated and the principal of and interest on each Loanand all fees payable hereunder shall have been paid in full and all Letters ofCredit shall have expired or terminated and all LC Disbursements shall havebeen reimbursed, each of Holdings and the Borrower covenants and agrees withthe Lenders that:

 

SECTION 5.01.  Financial Statements and Other Information.  Holdings and the Borrower will furnish to theAdministrative Agent and each Lender through the Administrative Agent:

 

### (a)                                  within90 days (or such shorter period as the SEC shall specify for the filing ofannual reports on Form 10-K) after the end of each fiscal year ofthe Borrower, a copy of its audited consolidated balance sheet and relatedstatements of operations, stockholders’ equity and cash flows as of the end ofand for such year, setting forth in each case in comparative form the figuresas of the end of and for the previous fiscal year, all reported on by Deloitteand Touche LLP or other independent public accountants of recognized nationalstanding (without a

 

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### “going concern” or likequalification or exception and without any qualification or exception as to thescope of such audit) to the effect that such consolidated financial statementspresent fairly in all material respects the financial condition and results ofoperations of the Borrower and the Subsidiaries on a consolidated basis inaccordance with GAAP consistently applied;

###  

### (b)                                 within45 days (or such shorter period as the SEC shall specify for the filing ofquarterly reports on Form 10-Q) after the end of each of the firstthree fiscal quarters of each fiscal year of the Borrower, its consolidatedbalance sheet and related statements of operations, stockholders’ equity andcash flows as of the end of and for such fiscal quarter and the then elapsedportion of such fiscal year, setting forth in each case in comparative form thefigures for the corresponding period or periods of (or, in the case of thebalance sheet, as of the end of) the previous fiscal year, all certified by aFinancial Officer as presenting fairly in all material respects the financialcondition and results of operations of the Borrower and the Subsidiaries on aconsolidated basis in accordance with GAAP consistently applied, subject tonormal year-end audit adjustments and the absence of footnotes; providedthat the foregoing shall not apply if the Borrower is required to file periodicreports pursuant to the Securities Exchange Act of 1934, as amended, and hasfiled a quarterly report on Form 10-Q with the SEC, which reportshall be furnished to the Administrative Agent promptly following such filing;

###  

### (c)                                  concurrentlywith any delivery of financial statements under clause (a) or (b) above,a certificate of a Financial Officer (i) certifying as to whether aDefault has occurred and, if a Default has occurred, specifying the detailsthereof and any action taken or proposed to be taken with respect thereto, (ii) settingforth reasonably detailed calculations demonstrating whether there has beencompliance with Sections 6.12, 6.13 and 6.14 and (iii) stating whether anychange in GAAP or in the application thereof has occurred since the date of theBorrower’s audited financial statements referred to in Section 3.04 and,if any such change has occurred, specifying the effect of such change on thefinancial statements accompanying such certificate;

###  

### (d)                                 concurrentlywith any delivery of financial statements under clause (a) above, acertificate of the accounting firm that reported on such financial statementsstating whether they obtained knowledge during the course of their examinationof such financial statements of any Default and, if such knowledge has beenobtained, describing such Default (which certificate may be limited to theextent required by accounting rules or guidelines);

###  

### (e)                                  within30 days after the commencement of each fiscal year of the Borrower commencingwith the fiscal year 2006, a detailed consolidated budget for such fiscal year(including a projected consolidated balance sheet and related statements ofprojected operations and cash flows as of the end of and for such fiscal yearand setting forth the assumptions used for purposes of preparing such budget)and, promptly when available, any significant revisions of such budget;

 

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### (f)                                    promptlyafter the same become publicly available, copies of all periodic and otherreports, proxy statements and other materials filed by Holdings, the Borroweror any Subsidiary with the SEC, or with any national securities exchange, asthe case may be; and

###  

### (g)                                 promptlyfollowing any request therefor, such other information regarding theoperations, business affairs and financial condition of the Borrower or any Subsidiary,or compliance with the terms of any Loan Document, as the Administrative Agentor any Lender may reasonably request.

###  

SECTION 5.02.  Notices of Material Events.  Holdings and the Borrower will furnish to theAdministrative Agent and each Lender through the Administrative Agent promptwritten notice of the following:

 

### (a)                                  theoccurrence of any Default;

###  

### (b)                                 thefiling or commencement of any action, suit or proceeding by or before anyarbitrator or Governmental Authority against or affecting Holdings, theBorrower or any Affiliate thereof that, if adversely determined, couldreasonably be expected to result in a Material Adverse Effect;

###  

### (c)                                  theoccurrence of any ERISA Event that, alone or together with any other ERISAEvents that have occurred, could reasonably be expected to result in anunsatisfied liability of Holdings, the Borrower and the Subsidiaries in anaggregate amount exceeding $250,000; and

###  

### (d)                                 anyother development that results in, or could reasonably be expected to resultin, a Material Adverse Effect.

###  

Each notice delivered under this Section shall beaccompanied by a statement of a Financial Officer or other executive officer ofthe Borrower setting forth the details of the event or development requiringsuch notice and any action taken or proposed to be taken with respect thereto.

 

SECTION 5.03.  Information Regarding Collateral.  (a)  Holdings and the Borrower willfurnish to the Administrative Agent prompt written notice of any change (i) inany Loan Party’s name, (ii) in the jurisdiction of incorporation ororganization of any Loan Party, (iii) in any office in which any LoanParty maintains books or records relating to Collateral owned by it, or (iv) inany Loan Party’s organizational identification number.  Holdings and the Borrower also agree topromptly provide the Administrative Agent with certified organizationaldocuments reflecting any of the changes described in the precedingsentence.  Holdings and the Borroweragree not to effect or permit any change referred to in the preceding sentenceunless all filings have been made under the Uniform Commercial Code orotherwise that are required in order for the Administrative Agent, for thebenefit of the Lenders, to continue at all times following such change to havea valid, legal and perfected security interest in all the Collateral.  The Borrower also

 

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agreespromptly to notify the Administrative Agent if any material portion of theCollateral is damaged or destroyed.

 

### (b)                                 Eachyear, at the time of delivery of annual financial statements with respect tothe preceding fiscal year pursuant to clause (a) of Section 5.01, theBorrower shall deliver to the Administrative Agent a certificate of a FinancialOfficer and the chief legal officer of the Borrower (i) setting forth theinformation required pursuant to the Perfection Certificate or confirming thatthere has been no change in such information since the date of the PerfectionCertificate delivered on the Original Closing Date (as updated on theRestatement Effective Date) or the date of the most recent certificatedelivered pursuant to this Section and (ii) certifying that allUniform Commercial Code financing statements (including fixture filings, asapplicable) or other appropriate filings, recordings or registrations,including all refilings, rerecordings and reregistrations, containing adescription of the Collateral have been filed of record in each governmental,municipal or other appropriate office in each jurisdiction identified pursuantto clause (i) above to the extent necessary to protect and perfect thesecurity interests under the Collateral Agreement for a period of not less than18 months after the date of such certificate (except as noted therein withrespect to any continuation statements to be filed within such period).  Each certificate delivered pursuant to this Section 5.03(b) shallidentify in the format of Schedule III to the Collateral Agreement allIntellectual Property (as defined in the Collateral Agreement) in existence onthe date thereof and then not listed on such Schedule or previously soidentified.

###  

SECTION 5.04.  Existence; Conduct of Business.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, do or cause to be done all thingsnecessary to preserve, renew and keep in full force and effect its legalexistence 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.

 

SECTION 5.05.  Payment of Obligations.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, pay its Material Indebtedness and othermaterial obligations, including Tax liabilities, on or before the time that thesame shall become delinquent or in default, except where (a) the validityor 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 reserveswith respect thereto to the extent required by GAAP, (c) such contesteffectively suspends collection of the contested obligation and the enforcementof any Lien securing such obligation and (d) the failure to make paymentpending such contest could not reasonably be expected to result in a MaterialAdverse Effect.

 

SECTION 5.06.  Maintenance of Properties.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, keep and maintain all property materialto the conduct of its business in good working order and condition, ordinarywear and tear excepted.

 

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SECTION 5.07.  Insurance.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, maintain, with financially sound andreputable insurance companies (a) insurance in such amounts (with nogreater risk retention) and against such risks as are customarily maintained bycompanies of established repute engaged in the same or similar businessesoperating in the same or similar locations and (b) all insurance requiredto be maintained pursuant to the Security Documents.  The Borrower will furnish to theAdministrative Agent, promptly following its request, information in reasonabledetail as to the insurance so maintained.

 

SECTION 5.08.  Casualty and Condemnation.  The Borrower (a) will furnish to theAdministrative Agent and each Lender, through the Administrative Agent, promptwritten notice of any casualty or other insured damage to any material portionof the Collateral or the commencement of any action or proceeding for thetaking of any material portion of the Collateral or interest therein underpower of eminent domain or by condemnation or similar proceeding and (b) willensure that the Net Proceeds of any such event (whether in the form ofinsurance proceeds, condemnation awards or otherwise) are collected and appliedin accordance with the applicable provisions of the Security Documents.

 

SECTION 5.09.  Books and Records; Inspection and AuditRights.  Each of Holdings and theBorrower will, and will cause each of the Subsidiaries to, keep proper books ofrecord and account in which full, true and correct entries are made of alldealings and transactions in relation to its business and activities.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, permit any representatives designatedby the Administrative Agent or any Lender, upon reasonable prior notice, tovisit and inspect its properties during normal business hours, to examine andmake extracts from its books and records, and to discuss its affairs, financesand condition with its officers and independent accountants, all at suchreasonable times and as often as reasonably requested.

 

SECTION 5.10.  Compliance with Laws.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, comply with all laws, rules,regulations and orders of any Governmental Authority applicable to it or itsproperty, including Environmental Laws, except where the failure to do so,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect.

 

SECTION 5.11.  Use of Proceeds and Letters of Credit.  The proceeds of the Revolving Loans will beused only for general corporate purposes in the ordinary course of the Borrower’sbusiness, including Permitted Acquisitions; provided that no more than$70,000,000 of Revolving Loans may be used to effect Permitted Acquisitions asprovided in Section 6.04(a).  Theproceeds of the Swingline Loans will be used only for general corporatepurposes in the ordinary course of the Borrower’s business.  No part of the proceeds of any Loan and noLetter of Credit will be used, whether directly or indirectly, for any purposethat entails a violation of any of the Regulations of the Board, includingRegulations T, U and X.  Letters ofCredit will be issued only for general corporate purposes.

 

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SECTION 5.12.  Additional Subsidiaries.  If any additional Subsidiary is formed oracquired after the Restatement Effective Date, the Borrower will, within threeBusiness Days after such Subsidiary is formed or acquired, notify theAdministrative Agent and the Lenders (through the Administrative Agent) thereofand cause the Collateral and Guarantee Requirement to be satisfied with respectto such Subsidiary (if it is a Subsidiary Loan Party) and with respect to anyEquity Interest in or Indebtedness of such Subsidiary owned by or on behalf ofany Loan Party (except for Equity Interests in any Foreign Subsidiary otherthan up to 65% of the outstanding voting Equity Interests and 100% of thenonvoting Equity Interests of a Foreign Subsidiary that is owned directly by aLoan Party).

 

SECTION 5.13.  Further Assurances.  (a)  Each of Holdings and the Borrowerwill, and will cause each Subsidiary Loan Party to, execute any and all furtherdocuments, financing statements, agreements and instruments, and take all suchfurther actions (including the filing and recording of financing statements,fixture filings, mortgages, deeds of trust and other documents), which may berequired under any applicable law, or which the Administrative Agent or theRequired Lenders may reasonably request, to cause the Collateral and GuaranteeRequirement to be and remain satisfied, all at the expense of the LoanParties.  The Borrower also agrees toprovide to the Administrative Agent, from time to time upon reasonable request,evidence reasonably satisfactory to the Administrative Agent as to theperfection and priority of the Liens created or intended to be created by theSecurity Documents.

 

### (b)                                 Ifany material assets (including any owned real property or improvements thereonor any interest therein) are acquired by the Borrower or any Subsidiary LoanParty after the Restatement Effective Date (other than assets constitutingCollateral under the Collateral Agreement that become subject to the Lien of theCollateral Agreement upon acquisition thereof), the Borrower will, within fiveBusiness Days after such material asset is acquired, notify the AdministrativeAgent and the Lenders (through the Administrative Agent) thereof, and, ifrequested by the Administrative Agent or the Required Lenders, the Borrowerwill cause such assets to be subjected to a Lien securing the Obligations andwill take, and cause the Subsidiary Loan Parties to take, such actions as shallbe necessary or reasonably requested by the Administrative Agent to grant andperfect such Liens, including actions described in paragraph (a) of thisSection, all at the expense of the Loan Parties; provided that ownedreal property or improvements thereon acquired by the Borrower or anySubsidiary Loan Party after the Restatement Effective Date shall not berequired to be subjected to a Lien securing the Obligations unless the bookvalue or market value of such real property and improvements is greater than$5,000,000.

###  

ARTICLE VI

 

Negative Covenants

 

Until the Commitmentshave expired or been terminated and the principal of and interest on each Loanand all fees payable hereunder shall have been paid in full and all Letters ofCredit shall have expired or terminated and all LC Disbursements shall

 

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have been reimbursed,each of the Holdings and the Borrower covenants and agrees with the Lendersthat:

 

SECTION 6.01.  Indebtedness; Certain Equity Securities.  (a)  Neither Holdings nor the Borrowerwill, nor will they permit any Subsidiary to, create, incur, assume or permitto exist any Indebtedness, except:

 

#### (i)                                     Indebtednesscreated under the Loan Documents;

####  

#### (ii)                                  inthe case of the Borrower, the Senior Subordinated Notes in an aggregateprincipal amount not to exceed (x) $200,000,000 less (y) the aggregateprincipal amount of Senior Subordinated Notes redeemed, repurchased or retiredpursuant to Section 6.08 (and extensions, renewals and replacements of anysuch Senior Subordinated Notes that do not increase the outstanding principalamount thereof or result in an earlier maturity date or decreased weightedaverage life thereof and that do not have terms less favorable to the Lendersand the Borrower than the Senior Subordinated Notes);

####  

#### (iii)                               Indebtednessexisting on the Original Closing Date (other than the Senior SubordinatedNotes) and set forth in Schedule 6.01 and extensions, renewals andreplacements of any such Indebtedness that do not increase the outstandingprincipal amount thereof or result in an earlier maturity date or decreasedweighted average life thereof;

####  

#### (iv)                              Indebtednessof the Borrower to Holdings or any Subsidiary and of any Subsidiary toHoldings, the Borrower or any other Subsidiary; provided that (A) Indebtednessof any Subsidiary that is not a Loan Party to the Borrower or any SubsidiaryLoan Party shall be subject to Section 6.04 and (B) Indebtedness ofthe Borrower to any Subsidiary and Indebtedness of any Subsidiary Loan Party toany Subsidiary that is not a Subsidiary Loan Party shall be subordinated to theObligations on terms reasonably satisfactory to the Administrative Agent;

####  

#### (v)                                 Guaranteesby Holdings, the Borrower of Indebtedness of any Subsidiary and by anySubsidiary of Indebtedness of the Borrower or any other Subsidiary; providedthat (A) the Indebtedness so guaranteed is permitted by this Section, (B) Guaranteesby Holdings, the Borrower or any Subsidiary Loan Party of Indebtedness of anySubsidiary that is not a Loan Party shall be subject to Section 6.04 and (C) theSubordinated Debt shall not be guaranteed by any Subsidiary that is not aSubsidiary Loan Party and any such Guarantee shall be subordinated to theObligations of the applicable Subsidiary on the same terms as the SubordinatedDebt is subordinated to its Obligations;

####  

#### (vi)                              Indebtednessof the Borrower or any Subsidiary incurred to finance the acquisition,construction or improvement of any fixed or capital assets, including CapitalLease Obligations (other than Capital Lease Obligations incurred pursuant toclause (x) of this Section 6.01(a)), and any Indebtedness assumed inconnection with the acquisition of any such assets or secured by a

 

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#### Lien on any such assetsprior to the acquisition thereof, and extensions, renewals and replacements ofany such Indebtedness that do not increase the outstanding principal amountthereof or result in an earlier maturity date or decreased weighted averagelife thereof; provided that (A) such Indebtedness is incurred priorto or within 90 days after such acquisition or the completion of suchconstruction or improvement and (B) the aggregate principal amount ofIndebtedness permitted by this clause (vi) shall not exceed $10,000,000 atany time outstanding;

####  

#### (vii)                           (A) Indebtednessof any Person that becomes a Subsidiary after the date hereof, providedthat (1) such Indebtedness exists at the time such Person becomes aSubsidiary and is not created in contemplation of or in connection with suchPerson becoming a Subsidiary and (2) the aggregate principal amount ofIndebtedness permitted by this clause (vii) shall not exceed $15,000,000at any time outstanding and (B) any refinancings, renewals andreplacements of any such Indebtedness pursuant to the preceding clause (A) thatdo not increase the outstanding principal amount thereof or result in anearlier maturity date or decreased weighted average life thereof;

####  

#### (viii)                        in thecase of the Borrower, (A) the Additional Senior Subordinated Notes; providedthat the proceeds of such Additional Senior Subordinated Notes shall be used (1) ifno Default has occurred and is continuing or would result therefrom, to financea Permitted Acquisition pursuant to Section 6.04(a) or (2) torepay Term Loans and (B) extensions, renewals and replacements of any suchAdditional Senior Subordinated Notes that do not increase the outstandingprincipal amount thereof or result in an earlier maturity date or decreasedweighted average life thereof and that do not have terms less favorable to theLenders and the Borrower than the Additional Senior Subordinated Notes;

####  

#### (ix)                                [IntentionallyOmitted.]

####  

#### (x)                                   Indebtednessof the Borrower or any Subsidiary consisting of Capital Lease Obligationsincurred in connection with the sale and leaseback transactions relating to theSpecified Properties permitted by Section 6.06(b);

####  

#### (xi)                                theSubordinated Promissory Note and any pledge of the Equity Interests of BuyersAccess owned by Glenwood Acquisition LLC to secure the Subordinated PromissoryNote;

####  

#### (xii)                             otherunsecured Indebtedness in an aggregate principal amount not exceeding$20,000,000 at any time outstanding; provided that the aggregateprincipal amount of Indebtedness of Subsidiaries that are not Loan Partiespermitted by this clause (xii) shall not exceed $7,500,000 at any timeoutstanding; and

 

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#### (xiii)                          lettersof 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)                                 NeitherHoldings nor the Borrower will, nor will they permit any Subsidiary to, issueany preferred Equity Interests other than Qualified Preferred Stock issued tothe Permitted Investors.

###  

SECTION 6.02.  Liens. Neither Holdings nor the Borrower will, nor will they permit anySubsidiary to, create, incur, assume or permit to exist any Lien on anyproperty or asset now owned or hereafter acquired by it, or assign or sell anyincome or revenues (including accounts receivable) or rights in respect of anythereof, except:

 

### (a)                                  Lienscreated under the Loan Documents;

###  

### (b)                                 PermittedEncumbrances;

###  

### (c)                                  anyLien on any property or asset of the Borrower or any Subsidiary existing on theOriginal Closing Date and set forth in Schedule 6.02; provided that(i) such Lien shall not apply to any other property or asset of theBorrower or any Subsidiary and (ii) such Lien shall secure only thoseobligations which it secures on the date hereof and extensions, renewals andreplacements thereof that do not increase the outstanding principal amountthereof;

###  

### (d)                                 anyLien existing on any property or asset prior to the acquisition thereof by theBorrower or any Subsidiary or existing on any property or asset of any Personthat becomes a Subsidiary after the date hereof prior to the time such Personbecomes a Subsidiary; provided that (i) such Lien is not created incontemplation of or in connection with such acquisition or such Person becominga Subsidiary, as the case may be, (ii) such Lien shall not apply to anyother property or assets of the Borrower or any Subsidiary and (iii) suchLien shall secure only those obligations which it secures on the date of suchacquisition or the date such Person becomes a Subsidiary, as the case may be,and extensions, renewals and replacements thereof that do not increase theoutstanding principal amount thereof;

###  

### (e)                                  Lienson fixed or capital assets acquired, constructed or improved by the Borrower orany Subsidiary; provided that (i) such security interests secureIndebtedness permitted by clause (vi) of Section 6.01(a), (ii) suchsecurity interests and the Indebtedness secured thereby are incurred prior toor within 90 days after such acquisition or the completion of such constructionor improvement, (iii) the Indebtedness secured thereby does not exceed thecost of acquiring, constructing or improving such fixed or capital assets and (iv) suchsecurity interests shall not apply to any other property or assets of theBorrower or any Subsidiary;

 

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### (f)                                    Liensthat are contractual rights of set-off relating to deposit accounts in favor ofbanks and other depositary institutions in the ordinary course of business;

###  

### (g)                                 Liensof a collection bank arising in the ordinary course of business under Section 4-210of the Uniform Commercial Code in effect in the relevant jurisdiction coveringonly the items being collected upon;

###  

### (h)                                 Liensdisclosed on any title insurance policy in respect of a Mortgaged Propertyreasonably approved by the Administrative Agent or any Lien of any lesseereasonably approved by the Administrative Agent;

###  

### (i)                                     anyLien arising out of the pledge of the Equity Interests owned by GlenwoodAcquisition LLC in Buyers Access permitted by clause (xi) of Section 6.01(a);

###  

### (j)                                     anyinterest or title of a lessor under any lease entered into by the Borrower andany Lien arising from precautionary Uniform Commercial Code financingstatements (or equivalent filings, registrations or agreements in foreignjurisdictions) relating to and covering only equipment leased in accordancewith any Loan Document;

###  

### (k)                                  Liensarising out of sale and leaseback transactions relating to the SpecifiedProperties permitted by Section 6.06(b);

###  

### (l)                                     Lienssecuring obligations in respect of trade-related letters of credit permittedunder Section 6.01(xiii), which Liens shall cover only the goods (or thedocuments of title in respect of such goods) financed by such letters of creditand the proceeds and products thereof; and

###  

### (m)                               Lienson inventory to secure trade accounts payable owed to General Electric Companyand its affiliates in the ordinary course of business, provided that (a) suchaccounts payable are not overdue and, in any event, are paid within 8 BusinessDays after incurrence, (b) the aggregate amount of such accounts payablethat are secured by such Liens and outstanding at any one time shall not exceed$5,000,000, (c) such Liens are created pursuant to arrangements inexistence on December 17, 2004, or entered into after such date on termsno less favorable to the Borrower and the Subsidiaries than those in existenceon such date and (d) the inventory subject to such Liens was manufacturedby, or sold under a trade name or trademark used by, General Electric Companyor its affiliates.

###  

SECTION 6.03.  Fundamental Changes.  (a)  Neither Holdings nor the Borrowerwill, nor will they permit any Subsidiary to, merge into or consolidate withany other Person, or permit any other Person to merge into or consolidate withit, or liquidate or dissolve, except that, if at the time thereof andimmediately after giving effect thereto no Default shall have occurred and becontinuing (i) the Borrower may merge with and

 

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intoHoldings, (ii) any Person may merge into the Borrower in a transaction inwhich the surviving entity is a Person organized or existing under the laws ofthe United States of America, any State thereof or the District of Columbiaand, if such surviving entity is not the Borrower, such Person expresslyassumes, in writing, all of the obligations of the Borrower under the LoanDocuments, (iii) any Person may merge into any Subsidiary in a transactionin which the surviving entity is a Subsidiary and, if any party to such mergeris a Subsidiary Loan Party, is a Subsidiary Loan Party, and (iv) anySubsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve ifthe Borrower determines in good faith that such liquidation or dissolution isin the best interests of the Borrower and is not materially disadvantageous tothe Lenders; provided that any such merger involving a Person that isnot a wholly owned Subsidiary immediately prior to such merger shall not bepermitted unless also permitted by Section 6.04.

 

### (b)                                 TheBorrower will not, and Holdings and the Borrower will not permit any of theSubsidiaries to, engage to any material extent in any business other thanbusinesses of the type conducted by the Borrower and the Subsidiaries on theRestatement Effective Date and businesses reasonably related thereto.

###  

### (c)                                  GlenwoodAcquisition LLC will not engage in any business or activity other than theownership of Equity Interests in Buyers Access and activities incidentalthereto.  Glenwood Acquisition LLC willnot own or acquire any assets (other than Equity Interests in Buyers Access,cash and Permitted Investments) or incur any liabilities (other thanliabilities under the Loan Documents, liabilities in respect of Guaranteespermitted by Section 6.01, liabilities imposed by law, including taxliabilities, and other liabilities incidental to its existence and permittedbusiness and activities).

###  

### (d)                                 Holdingswill not engage in any business or activity, or own or acquire any assets orincur any liabilities, other than in connection with (i) the ownership ofall the outstanding Equity Interests in the Borrower, (ii) the maintenanceof its corporate existence as a public company, (iii) the consummation ofthe Transactions (including the payment of customary fees and expenses inconnection therewith), (iv) the performance of its obligations under andin connection with the Loan Documents, (v) the consummation of anyoffering 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 directorspursuant to the terms of any employee benefit or stock option plan; providedthat, in the event of any merger of the Borrower and Holdings pursuant toclause (a) above, Holdings may engage in the activities permitted underclause (b) above and (vii) investments in its subsidiaries aspermitted by Section 6.01 and Section 6.04.

###  

SECTION 6.04.  Investments, Loans, Advances, Guaranteesand Acquisitions.  Neither Holdingsor the Borrower will, nor will they permit any of the Subsidiaries to,purchase, hold or acquire (including pursuant to any merger with any Personthat was not a wholly owned Subsidiary prior to such merger) any EquityInterests in or evidences of indebtedness or other securities (including anyoption, warrant or other right to acquire any of the foregoing) of, make orpermit to exist any loans or advances to, Guarantee any obligations of, or makeor permit to exist any investment or any other

 

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interestin, any other Person, or purchase or otherwise acquire (in one transaction or aseries of transactions) any assets of any other Person constituting a businessunit, except:

 

### (a)                                  PermittedAcquisitions; provided that the aggregate cash consideration paid orrequired to be paid by the Borrower or a wholly owned Subsidiary in connectionwith each Permitted Acquisition does not exceed the sum of (A) RetainedExcess Cash Flow for the fiscal year ended immediately prior to the date ofsuch Permitted Acquisition (to the extent not previously applied to repurchaseSubordinated Debt, to make Permitted Acquisitions or to make CapitalExpenditures), plus (B) cash generated in the ordinary course of thebusiness of the Borrower and the Subsidiaries, plus (C) the Net Proceedsfrom any issuance of Equity Interests of Holdings (other than in connectionwith the Initial Public Offering) during the period of four consecutive fiscalquarters ended immediately prior to the date of such Permitted Acquisition (tothe extent not previously applied to repurchase Subordinated Debt, to makePermitted Acquisitions, to make Capital Expenditures or to make investmentsunder Section 6.04(m)), plus (D) (i) borrowings under theRevolving Facility in an amount equal to (x) $70,000,000, minus (y) theaggregate principal amount of Revolving Loans outstanding immediately prior tothe date of such Permitted Acquisition the proceeds of which were appliedpreviously to finance Permitted Acquisitions, plus (E) the proceeds fromany Incremental Extensions of Credit (to the extent not previously applied tomake Permitted Acquisitions or to prepay Revolving Loans), plus (F) in theevent that, on a Pro Forma Basis as of the last day of most recently endedfiscal quarter of the Borrower for which financial statements are available,the Net Leverage Ratio is more than 0.25 below the maximum permitted NetLeverage 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)                                 PermittedInvestments;

###  

### (c)                                  investmentsexisting on the Original Closing Date and set forth on Schedule 6.04;

###  

### (d)                                 investmentsby Holdings, the Borrower and the Subsidiaries in Equity Interests in theirrespective subsidiaries; provided that (i) any such EquityInterests held by a Loan Party shall be pledged pursuant to the CollateralAgreement (subject to the limitations applicable to Equity Interests of aForeign Subsidiary or a Joint Venture referred to in the definition of the term“Collateral and Guarantee Requirement”) and (ii) the aggregate amount ofinvestments by Loan Parties in, and loans and advances by Loan Parties to, andGuarantees by Loan Parties of Indebtedness of, Subsidiaries that are not LoanParties (including all such investments, loans, advances and Guaranteesexisting on the Restatement Effective Date) shall not exceed $7,500,000 at anytime outstanding;

###  

### (e)                                  loansor advances made by Holdings or the Borrower to any Subsidiary and made by anySubsidiary to the Borrower or any other Subsidiary; provided that (i) anysuch loans and advances made by a Loan Party shall be

 

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### evidenced by a promissorynote pledged pursuant to the Collateral Agreement and (ii) the amount ofsuch loans and advances made by Loan Parties to Subsidiaries that are not LoanParties shall be subject to the limitation set forth in clause (d)(ii) above;

###  

### (f)                                    Guaranteesconstituting Indebtedness permitted by Section 6.01; provided that (i) aSubsidiary shall not Guarantee the Subordinated Debt unless (A) suchSubsidiary also has Guaranteed the Obligations pursuant to the CollateralAgreement and (B) such Guarantee of the Subordinated Debt is subordinatedto such Guarantee of the Obligations on terms no less favorable to the Lendersthan the subordination provisions of the Subordinated Debt and (ii) theaggregate principal amount of Indebtedness of Subsidiaries that are not LoanParties that is Guaranteed by any Loan Party shall be subject to the limitationset forth in clause (d)(ii) above;

###  

### (g)                                 investmentsreceived in connection with the bankruptcy or reorganization of, or settlementof delinquent accounts and disputes with, customers and suppliers, in each casein the ordinary course of business;

###  

### (h)                                 receivablesowing to the Borrower or a Subsidiary if created or acquired in the ordinarycourse of business and payable or dischargeable in accordance with customarytrade terms; provided that such trade terms may include suchconcessionary trade terms as the Borrower or any such Subsidiary deemsreasonable under the circumstances;

###  

### (i)                                     investmentsconsisting of Equity Interests, obligations, securities or other propertyreceived in settlement of delinquent accounts in the ordinary course of businessand owing to the Borrower or any Subsidiary or in satisfaction of judgments;

###  

### (j)                                     investmentsin payroll, travel and similar advances to cover matters that are expected atthe time of such advances ultimately to be treated as expenses for accountingpurposes and that are made in the ordinary course of business;

###  

### (k)                                  loansor advances to employees made in the ordinary course of business of theBorrower or a Subsidiary not exceeding $1,000,000 in the aggregate outstandingat any one time;

###  

### (l)                                     investmentsin the form of Swap Agreements permitted under Section 6.07;

###  

### (m)                               investmentsby the Borrower or any Subsidiary financed with the Net Proceeds from anyissuance of Equity Interests of Holdings during the period of four consecutivefiscal quarters ended immediately prior to the date of such investment (to theextent not previously applied to repurchase Subordinated Debt, to makePermitted Acquisitions, to make Capital Expenditures or to make investmentsunder this clause (m)); and

 

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### (n)                                 otherinvestments in an aggregate amount, as valued at cost at the time each suchinvestment is made, not exceeding $20,000,000 in the aggregate for all suchinvestments made from and after the Restatement Effective Date plus an amountequal to any repayments, interest, returns, profits, distributions, income andsimilar amounts actually received in cash in respect of any such investment(which amount shall not exceed the amount of such investment valued at cost atthe time such investment was made).

###  

SECTION 6.05.  Asset Sales.  Neither Holdings nor the Borrower will, norwill they permit any of the Subsidiaries to, sell, transfer, lease or otherwisedispose of any asset, including any Equity Interest owned by it, nor willHoldings or the Borrower permit any Subsidiary to issue any additional EquityInterest in such Subsidiary (other than to the Borrower or another Subsidiaryin compliance with Section 6.04), except:

 

### (a)                                  sales,transfers and dispositions of inventory, used, obsolete, worn out or surplusequipment or property and Permitted Investments in the ordinary course ofbusiness;

###  

### (b)                                 sales,transfers and dispositions to the Borrower or a Subsidiary; providedthat any such sales, transfers or dispositions involving a Subsidiary that isnot 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 thecompromise, settlement or collection thereof;

###  

### (e)                                  sales,transfers and dispositions of investments permitted by Section 6.04(g);

###  

### (f)                                    within360 days after the consummation of a Permitted Acquisition, the sale, transferor disposition of assets acquired in connection with such Permitted Acquisitionand not required in the operation of the business of the Borrower or any of theSubsidiaries;

###  

### (g)                                 sales,transfers and dispositions of Equity Interests in Buyers Access in accordancewith the terms of the Buyers Access Operating Agreement;

###  

### (h)                                 sales,transfers and other dispositions of assets (other than Equity Interests in aSubsidiary unless 100% of such Subsidiary) that are not permitted by any otherclause of this Section; provided that the aggregate fair market value ofall assets sold, transferred or otherwise disposed of in reliance upon thisclause (d) shall not exceed $2,500,000 during any fiscal year of theBorrower;

###  

### (i)                                     sales,transfers and dispositions of individual or groups of related assets with afair value of less than $500,000; provided that sales, transfers anddispositions of individual or groups of related assets pursuant to this clause(i)

 

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### shall not exceed$10,000,000 in the aggregate during the term of this Agreement; and

 

### (j)                                     salesof a non-core line of business for a purchase price not to exceed $10,000,000; providedthat sales of non-core lines of business pursuant to this clause (j) shall notexceed $25,000,000 in the aggregate during the term of this Agreement.

###  

provided that all sales, transfers,leases and other dispositions permitted hereby (other than those permitted byclauses (b), (d) and (i) above) shall be made for fair value and forat least 80% cash consideration.

 

SECTION 6.06.  Sale and Leaseback Transactions.  Neither Holdings nor the Borrower will, andnor will they permit any of the Subsidiaries to, enter into any arrangement,directly or indirectly, whereby it shall sell or transfer any property, real orpersonal, used or useful in its business, whether now owned or hereafteracquired, and thereafter rent or lease such property or other property that itintends to use for substantially the same purpose or purposes as the propertysold or transferred, except for (a) any such sale of any fixed or capitalassets that is made for cash consideration in an amount not less than the costof such fixed or capital asset and is consummated within 90 days afterHoldings, the Borrower or such Subsidiary acquires or completes theconstruction of such fixed or capital asset and (b) any transactioninvolving the Specified Properties.

 

SECTION 6.07.  Swap Agreements.  Neither Holdings nor the Borrower will, andnor will they permit any of the Subsidiaries to, enter into any Swap Agreement,except (a) Swap Agreements entered into to hedge or mitigate risks towhich Holdings, the Borrower or any Subsidiary has actual exposure (other thanthose in respect of Equity Interests of Holdings, the Borrower or any of theSubsidiaries) and (b) Swap Agreements entered into in order to effectivelycap, collar or exchange interest rates (from fixed to floating rates, from onefloating rate to another floating rate or otherwise) with respect to anyinterest-bearing liability or investment of Holdings, the Borrower or anySubsidiary.

 

SECTION 6.08.  Restricted Payments; Certain Payments ofIndebtedness.  (a)  The Borrowerwill not, nor will it permit any Subsidiary to, declare or make, or agree topay or make, directly or indirectly, any Restricted Payment, or incur anyobligation (contingent or otherwise) to do so, except (i) each of Holdingsand the Borrower may declare and pay dividends with respect to its commonstock, payable solely in additional shares of its common stock, and Holdingsmay declare and pay dividends with respect to its preferred stock, payablesolely in additional shares of such preferred stock or in shares of its commonstock, (ii) Subsidiaries may declare and pay dividends ratably withrespect to their capital stock, (iii) the Borrower may make RestrictedPayments to Holdings to permit Holdings to make payments pursuant to and inaccordance with stock option plans or other benefit plans for management oremployees of Holdings, the Borrower and the Subsidiaries in an aggregate amountnot to exceed $7,500,000 during any fiscal year, (iv) so long as noDefault has occurred and is continuing or would result therefrom, the Borrowermay make Restricted Payments to Holdings to permit Holdings to make

 

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paymentsof or on account of monitoring or management or similar fees payable to thePermitted Investors in an aggregate amount in any fiscal year not in excess of$500,000 (plus any reasonable out-of-pocket expenses in connection therewith), (v) Holdingsmay (A) redeem the Qualified Preferred Stock pursuant to a conversion intocommon stock of Holdings and (B) make any Restricted Payments inconnection with such conversion, in each case, in accordance with the terms ofthe Qualified Preferred Stock, (vi) the Borrower may make RestrictedPayments 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 todischarge its corporate overhead (including franchise taxes and directors fees)and other permitted liabilities and to make payments permitted by Section 6.09and (B) as shall be necessary to pay any taxes that are due and payable byHoldings as part of a consolidated group that includes the Borrower, to theextent that such taxes relate to the operations of the Borrower and theSubsidiaries, (vii) the holders of the Existing Preferred Stock mayreceive cash consideration in the Merger in an aggregate amount not to exceed$55,000,000, (viii) so long as no Default shall have occurred and becontinuing or would result therefrom, Holdings may repurchase, redeem or retireits outstanding Equity Interests or make other Restricted Payments (and theBorrower may make Restricted Payments the proceeds of which are to be used byHoldings to effect such repurchases, redemptions or retirements) in anaggregate amount not to exceed (A) in the event the Net Leverage Ratio ona Pro Forma Basis as of the last day of the most recently ended fiscal quarterof the Borrower for which financial statements are available is greater than orequal to 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount ofRestricted Payments previously made pursuant to this clause (viii), (B) inthe event the Net Leverage Ratio on a Pro Forma Basis as of the last day of themost recently ended fiscal quarter of the Borrower for which financialstatements are available is less than 2.00 to 1.00 and greater than or equal to1.50 to 1.00, (x) $25,000,000 minus (y) the aggregate amount of RestrictedPayments previously made pursuant to this clause (viii) and (C) inthe event the Net Leverage Ratio on a Pro Forma Basis as of the last day of themost recently ended fiscal quarter of the Borrower for which financialstatements are available is less than 1.50 to 1.00, (x) $40,000,000 minus (y)the aggregate amount of Restricted Payments previously made pursuant to thisclause (viii) and (ix) so long as no Default shall have occurred andbe continuing or would result therefrom, Holdings may declare and pay dividendsin respect of the shares of its common stock (and the Borrower may makeRestricted Payments the proceeds of which are used by Holdings to make suchdividend payments) in an aggregate amount not to exceed $2,000,000 during anyfiscal year.

 

### (b)                                 NeitherHoldings nor the Borrower will, nor will they permit any Subsidiary to, make oragree to pay or make, directly or indirectly, any payment or other distribution(whether in cash, securities or other property) of or in respect of principalof or interest on any Indebtedness, or any payment or other distribution(whether in cash, securities or other property), including any sinking fund orsimilar deposit, on account of the purchase, redemption, retirement,acquisition, cancellation or termination of any Indebtedness, except:

###  

#### (i)                                     paymentof Indebtedness created under the Loan Documents;

 

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#### (ii)                                  paymentof regularly scheduled interest and principal payments as and when due inrespect of any Indebtedness, other than payments in respect of the SubordinatedDebt or the Subordinated Promissory Note prohibited by the subordinationprovisions thereof;

####  

#### (iii)                               refinancingsof Indebtedness to the extent permitted by Section 6.01;

####  

#### (iv)                              paymentof secured Indebtedness that becomes due as a result of the voluntary sale or transferof the property or assets securing such Indebtedness;

####  

#### (v)                                 redemptionof the Senior Subordinated Notes in accordance with the terms of the SeniorSubordinated Notes Indenture with the Net Proceeds of the Initial PublicOffering (including any premium (if any) and accrued and unpaid interestthereon to the date of such redemption); provided that (A) theaggregate principal amount of Senior Subordinated Notes redeemed pursuant tothis clause (v) does not exceed 35% of the aggregate principal amount ofSenior Subordinated Notes outstanding immediately prior to the consummation ofthe Transactions and (B) such redemption occurs no later than 90 daysfollowing the consummation of the Transactions;

####  

#### (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 EquityInterests of Holdings (other than the Initial Public Offering) during theperiod of four consecutive fiscal quarters ended immediately prior to the dateof such redemption, repurchase or retirement (to the extent not previouslyapplied to repurchase Subordinated Debt, to make Permitted Acquisitions, tomake 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 orrepurchase), 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 previousfiscal year (to the extent such Retained Excess Cash Flow has not been appliedpreviously to make Permitted Acquisitions, to repurchase Subordinated Debt orto make Capital Expenditures).

####  

### (c)                                  If,as a result of the receipt of any Net Proceeds by the Borrower or anySubsidiary in connection with any sale, transfer or other disposition pursuantto Section 6.05(c) or (g), the Borrower would be required by theterms of the Senior Subordinated Notes Documents or the terms of any AdditionalSenior Subordinated Notes to redeem or repurchase (or to make an offer toredeem or repurchase) any Senior Subordinated Notes or Additional SeniorSubordinated Notes, then the Borrower shall, or shall cause one or more of itsSubsidiaries to, (i) prepay Term Loans in accordance with Section 2.11as if such sale, transfer or disposition constituted a “Prepayment Event” or (ii) acquirereal property, equipment or other tangible assets, in each case in a manner

 

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### that will eliminate any requirement to redeem or repurchase (or to makean offer to redeem or repurchase) such Senior Subordinated Notes and AdditionalSenior Subordinated Notes.  Any suchprepayment or acquisition pursuant to this clause (c) shall be made priorto the first day on which the Borrower would be required to redeem orrepurchase (or commence an offer to redeem or repurchase) Senior SubordinatedNotes or Additional Senior Subordinated Notes under the Senior SubordinatedNotes 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, leaseor otherwise acquire any property or assets from, or otherwise engage in anyother transactions with, any of its Affiliates, except (a) transactions inthe ordinary course of business that are at prices and on terms and conditionsnot less favorable to the Borrower or such Subsidiary than could be obtained onan arm’s-length basis from unrelated third parties, (b) transactionsbetween or among the Borrower and the Subsidiary Loan Parties not involving anyother 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) customarycompensation and reimbursement of expenses of officers and directors of anyLoan Party, including the issuance of Equity Interests of Holdings, in eachcase in the ordinary course of business and (e) any sale or disposition ofinventory by the Borrower or any Subsidiary to wholly owned ForeignSubsidiaries in the ordinary course of business, at a price not less than thecost of such inventory.

 

SECTION 6.10.  Restrictive Agreements.  Neither Holdings nor the Borrower will, norwill they permit any Subsidiary to, directly or indirectly, enter into, incuror permit to exist any agreement or other arrangement that prohibits, restrictsor imposes any condition upon (a) the ability of Holdings, the Borrower orany Subsidiary to create, incur or permit to exist any Lien upon any of itsproperty or assets, or (b) the ability of any Subsidiary to pay dividendsor other distributions with respect to any shares of its capital stock or tomake or repay loans or advances to the Borrower or any other Subsidiary or toGuarantee Indebtedness of the Borrower or any other Subsidiary; providedthat (i) the foregoing shall not apply to restrictions and conditionsimposed by law or by any Loan Document or Senior Subordinated Debt Document, orthe terms of any Additional Senior Subordinated Notes (to the extent suchrestrictions or conditions are no more restrictive than those with respect toSenior Subordinated Notes), (ii) the foregoing shall not apply torestrictions and conditions existing on or about the date hereof and identifiedon Schedule 6.10 (but shall apply to any extension or renewal of, or anyamendment or modification expanding the scope of, any such restriction orcondition), (iii) the foregoing shall not apply to customary restrictionsand conditions contained in agreements relating to the sale of a Subsidiarypending such sale, provided such restrictions and conditions apply only to theSubsidiary that is to be sold and such sale is permitted hereunder, (iv) clause(a) of the foregoing shall not apply to restrictions or conditions imposedby any agreement relating to secured Indebtedness permitted by this Agreementif such restrictions or conditions apply only to the property or assets

 

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securingsuch Indebtedness and (v) clause (a) of the foregoing shall not applyto customary provisions in leases restricting the assignment thereof.

 

SECTION 6.11.  Amendment of Material Documents.  Neither Holdings nor the Borrower will, norwill they permit any Subsidiary to, amend, modify or waive any of its rightsunder (a) any Senior Subordinated Debt Document, (b) the SubordinatedPromissory Note, (c) its certificate of incorporation, by-laws or otherorganizational documents (other than to change its name) or (d) the termsof any Additional Senior Subordinated Notes, except for such amendments,modifications or waivers that could not be reasonably expected to effect anychange materially adverse to the interests and rights of the AdministrativeAgent or the Lenders under any Loan Document.

 

SECTION 6.12.  Interest Expense Coverage Ratio.  The Borrower will not permit the ratio of (a) ConsolidatedEBITDA to (b) Consolidated Cash Interest Expense, in each case on the lastday of any period of four consecutive fiscal quarters ending on or about anydate set forth below, to be less than the ratio set forth below opposite suchperiod:

 
| **Period**              | ** ** | **Ratio**    | ** ** |
|-------------------------|------------|--------------|------------|
| December 31, 2004  |       | 1.75 to 1.00 |       |
| March 31, 2005     |       | 1.75 to 1.00 |       |
| June 30, 2005      |       | 1.75 to 1.00 |       |
| September 30, 2005 |       | 2.00 to 1.00 |       |
| December 31, 2005  |       | 2.00 to 1.00 |       |
| March 31, 2006     |       | 2.00 to 1.00 |       |
| June 30, 2006      |       | 2.00 to 1.00 |       |
| September 30, 2006 |       | 2.25 to 1.00 |       |
| December 31, 2006  |       | 2.25 to 1.00 |       |
| March 31, 2007     |       | 2.25 to 1.00 |       |
| June 30, 2007      |       | 2.25 to 1.00 |       |
| Thereafter              |       | 2.50 to 1.00 |       |

 

SECTION 6.13.  Net Leverage Ratio.  The Borrower will not permit the Net LeverageRatio as of the last day of any fiscal quarter ending on or about any date setforth below to exceed the ratio set forth opposite such period:

 
| **Period**              | ** ** | **Ratio**    | ** ** |
|-------------------------|------------|--------------|------------|
| December 31, 2004  |       | 4.50 to 1.00 |       |
| March 31, 2005     |       | 4.50 to 1.00 |       |
| June 30, 2005      |       | 4.50 to 1.00 |       |
| September 30, 2005 |       | 4.50 to 1.00 |       |
| December 31, 2005  |       | 4.25 to 1.00 |       |
| March 31, 2006     |       | 4.00 to 1.00 |       |
| June 30, 2006      |       | 4.00 to 1.00 |       |
| September 30, 2006 |       | 4.00 to 1.00 |       |
| December 31, 2006  |       | 3.75 to 1.00 |       |
| March 31, 2007     |       | 3.75 to 1.00 |       |
| June 30, 2007      |       | 3.75 to 1.00 |       |
| September 30, 2007 |       | 3.75 to 1.00 |       |
| Thereafter              |       | 3.50 to 1.00 |       |

 

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SECTION 6.14.  Maximum Capital Expenditures.  (a)  The Borrower will not, nor will itpermit any Subsidiary to, incur or make any Capital Expenditures during anyfiscal year in an amount exceeding (i) 2.5% of Net Sales for such fiscalyear, plus (ii) Retained Excess Cash Flow for the immediately prior fiscalyear (to the extent such Retained Excess Cash Flow has not been appliedpreviously to repurchase Subordinated Debt, make Permitted Acquisitions or makeCapital Expenditures).

 

### (b)                                 Theamount of any Capital Expenditures permitted to be made in respect of anyfiscal year shall be increased by the unused amount of Capital Expendituresthat were permitted to be made during the immediately preceding fiscal yearpursuant 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)                                  Inaddition to the Capital Expenditures permitted pursuant to the precedingparagraphs (a) and (b), the Borrower and the Subsidiaries may makeadditional Capital Expenditures with the Net Proceeds from the issuance ofEquity Interests of Holdings (other than the Initial Public Offering) duringthe period of four consecutive fiscal quarters ended immediately prior to thedate of such Capital Expenditure (to the extent not previously applied torepurchase Subordinated Debt, to make Permitted Acquisitions, to make CapitalExpenditures or to make investments under Section 6.04 (m)).

###  

ARTICLE VII

 

Events of Default

#  

If any of the followingevents (“Events of Default”) shall occur:

 

### (a)                                  theBorrower shall fail to pay any principal of any Loan or any reimbursementobligation in respect of any LC Disbursement when and as the same shall becomedue and payable, whether at the due date thereof or at a date fixed forprepayment thereof or otherwise;

###  

### (b)                                 theBorrower shall fail to pay any interest on any Loan or any fee or any otheramount (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 sameshall become due and payable, and such failure shall continue unremedied for aperiod of three Business Days;

###  

### (c)                                  anyrepresentation or warranty made or deemed made by or on behalf of Holdings, theBorrower or any Subsidiary in or in connection with any Loan Document or anyamendment or modification thereof or waiver thereunder,

 

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### or in any report,certificate, financial statement or other document furnished pursuant to or inconnection with any Loan Document or any amendment or modification thereof orwaiver thereunder, shall prove to have been incorrect in any material respecton or as of the date when made or deemed made;

###  

### (d)                                 Holdingsor the Borrower shall fail to observe or perform any covenant, condition oragreement contained in Section 5.02, 5.04 (with respect to the existenceof Holdings and the Borrower) or 5.11 or in Article VI;

###  

### (e)                                  anyLoan Party shall fail to observe or perform any covenant, condition oragreement contained in any Loan Document (other than those specified in clause(a), (b) or (d) of this Article), and such failure shall continueunremedied for a period of 30 days after notice thereof from the AdministrativeAgent to the Borrower (which notice will be given at the request of anyLender);

###  

### (f)                                    Holdings,the Borrower or any Subsidiary shall fail to make any payment (whether ofprincipal or interest and regardless of amount) in respect of any MaterialIndebtedness, when and as the same shall become due and payable;

###  

### (g)                                 anyevent or condition occurs that results in any Material Indebtedness becomingdue prior to its scheduled maturity or that enables or permits (with or withoutthe giving of notice, the lapse of time or both) the holder or holders of anyMaterial Indebtedness or any trustee or agent on its or their behalf to causeany Material Indebtedness to become due, or to require the prepayment,repurchase, redemption or defeasance thereof, prior to its scheduled maturity; providedthat this clause (g) shall not apply to secured Indebtedness that becomesdue as a result of the voluntary sale or transfer of the property or assetssecuring such Indebtedness;

###  

### (h)                                 aninvoluntary proceeding shall be commenced or an involuntary petition shall befiled seeking (i) liquidation, reorganization or other relief in respectof Holdings, the Borrower or any Subsidiary or its debts, or of a substantialpart of its assets, under any Federal, state or foreign bankruptcy, insolvency,receivership or similar law now or hereafter in effect or (ii) theappointment of a receiver, trustee, custodian, sequestrator, conservator orsimilar official for Holdings, the Borrower or any Subsidiary or for asubstantial part of its assets, and, in any such case, such proceeding orpetition shall continue undismissed for 60 days or an order or decree approvingor ordering any of the foregoing shall be entered;

###  

### (i)                                     Holdings,the Borrower or any Subsidiary shall (i) voluntarily commence anyproceeding or file any petition seeking liquidation, reorganization or otherrelief under any Federal, state or foreign bankruptcy, insolvency, receivershipor similar law now or hereafter in effect, (ii) consent to the institutionof, or fail to contest in a timely and appropriate manner, any proceeding orpetition described in clause (h) of this Article, (iii) apply for orconsent to the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar

 

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### official for Holdings,the Borrower or any Subsidiary or for a substantial part of its assets, (iv) filean answer admitting the material allegations of a petition filed against it inany such proceeding, (v) make a general assignment for the benefit ofcreditors or (vi) take any formal action for the purpose of effecting anyof the foregoing;

###  

### (j)                                     Holdings,the Borrower or any Subsidiary shall become unable, admit in writing itsinability or fail generally to pay its debts as they become due;

###  

### (k)                                  oneor more judgments for the payment of money in an aggregate amount in excess of$3,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary orany combination thereof and the same shall remain undischarged for a period of30 consecutive days during which execution shall not be effectively stayed, orany action shall be legally taken by a judgment creditor to attach or levy uponany assets of Holdings, the Borrower or any Subsidiary to enforce any suchjudgment;

###  

### (l)                                     anERISA Event shall have occurred that, in the reasonable opinion of the RequiredLenders, 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 $5,000,000for all periods;

###  

### (m)                               (i) anyLoan Document shall for any reason be asserted by Holdings, the Borrower or anySubsidiary Loan Party not to be a legal, valid and binding obligation of anyparty thereto; (ii) any Lien purported to be created under any SecurityDocument shall cease to be, or shall be asserted by any Loan Party not to be, avalid and perfected Lien on any Collateral, with the priority required by theapplicable Security Document, except (A) as a result of the sale or otherdisposition of the applicable Collateral in a transaction permitted under theLoan Documents or (B) as a result of the Administrative Agent’s failure tomaintain possession of any stock certificates, promissory notes or otherinstruments delivered to it under the Collateral Agreement or (iii) theGuarantees pursuant to the Security Documents by the Subsidiary Loan Parties ofany of the Obligations shall cease to be in full force and effect (other thanin accordance with the terms hereof) or shall be asserted by any SubsidiaryLoan Party not to be in effect or not to be legal, valid and bindingobligations; or

###  

### (n)                                 aChange in Control shall occur;

###  

then, and in every such event (other than an eventwith respect to the Borrower described in clause (h) or (i) of thisArticle), and at any time thereafter during the continuance of such event, theAdministrative Agent may, and at the request of the Required Lenders shall, bynotice to the Borrower, take either or both of the following actions, at thesame or different times:  (i) terminatethe Commitments, and thereupon the Commitments shall terminate immediately, and(ii) declare the Loans then outstanding to be due and payable in whole (orin part, in which case any principal not so declared to be due and payable

 

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may thereafter be declared to be due and payable), andthereupon the principal of the Loans so declared to be due and payable,together with accrued interest thereon and all fees and other obligations ofthe Borrower accrued hereunder, shall become due and payable immediately,without presentment, demand, protest or other notice of any kind, all of whichare hereby waived by the Borrower; and in case of any event with respect to theBorrower described in clause (h) or (i) of this Article, theCommitments shall automatically terminate and the principal of the Loans thenoutstanding, together with accrued interest thereon and all fees and otherobligations of the Borrower accrued hereunder, shall automatically become dueand payable, without presentment, demand, protest or other notice of any kind,all of which are hereby waived by the Borrower.

 

ARTICLE VIII

 

The AdministrativeAgent

 

Each of the Lenders andthe Issuing Banks hereby irrevocably appoints the Administrative Agent as itsagent and authorizes the Administrative Agent to take such actions on itsbehalf and to exercise such powers as are delegated to the Administrative Agentby the terms of the Loan Documents, together with such actions and powers asare reasonably incidental thereto.

 

The bank serving as theAdministrative Agent hereunder shall have the same rights and powers in itscapacity as a Lender as any other Lender and may exercise the same as though itwere not the Administrative Agent, and such bank and its Affiliates may acceptdeposits from, lend money to and generally engage in any kind of business withHoldings, the Borrower or any Subsidiary or other Affiliate thereof as if itwere not the Administrative Agent hereunder.

 

The Administrative Agentshall not have any duties or obligations except those expressly set forth inthe Loan Documents.  Without limiting thegenerality of the foregoing, (a) the Administrative Agent shall not besubject to any fiduciary or other implied duties, regardless of whether aDefault has occurred and is continuing, (b) the Administrative Agent shallnot have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expresslycontemplated by the Loan Documents that the Administrative Agent is required toexercise in writing as directed by the Required Lenders (or such other numberor percentage of the Lenders as shall be necessary under the circumstances asprovided in Section 9.02), and (c) except as expressly set forth inthe Loan Documents and except for documents, notices and other information tobe provided to the Lenders through the Administrative Agent, the AdministrativeAgent shall not have any duty to disclose, and shall not be liable for thefailure to disclose, any information relating to Holdings, the Borrower or anyof the Subsidiaries that is communicated to or obtained by the bank serving asAdministrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liablefor any action taken or not taken by it with the consent or at the request ofthe Required Lenders (or such other number or percentage of the Lenders asshall be necessary under the circumstances as provided in Section 9.02) orin the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be 

 

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deemed not to haveknowledge of any Default unless and until written notice thereof is given tothe Administrative Agent by Holdings, the Borrower or a Lender, and theAdministrative Agent shall not be responsible for or have any duty to ascertainor inquire into (i) any statement, warranty or representation made in orin connection with any Loan Document, (ii) the contents of anycertificate, report or other document delivered thereunder or in connectiontherewith, (iii) the performance or observance of any of the covenants,agreements or other terms or conditions set forth in any Loan Document, (iv) thevalidity, enforceability, effectiveness or genuineness of any Loan Document orany other agreement, instrument or document, or (v) the satisfaction ofany condition set forth in Article IV or elsewhere in any Loan Document,other than to confirm receipt of items expressly required to be delivered tothe Administrative Agent.

 

The Administrative Agentshall be entitled to rely upon, and shall not incur any liability for relyingupon, any notice, request, certificate, consent, statement, instrument,document or other writing believed by it to be genuine and to have been signedor sent by the proper Person.  TheAdministrative Agent also may rely upon any statement made to it orally or by telephoneand believed by it to be made by the proper Person, and shall not incur anyliability for relying thereon.  TheAdministrative Agent may consult with legal counsel (who may be counsel forHoldings or the Borrower), independent accountants and other experts selectedby it, and shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts.

 

The Administrative Agentmay perform any and all its duties and exercise its rights and powers by orthrough any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any suchsub-agent may perform any and all its duties and exercise its rights and powersthrough their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply toany such sub-agent and to the Related Parties of the Administrative Agent andany such sub-agent, and shall apply to their respective activities inconnection with the syndication of the credit facilities provided for herein aswell as activities as Administrative Agent.

 

Subject to theappointment and acceptance of a successor Administrative Agent as provided inthis 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 RequiredLenders shall have the right to appoint a successor, which successor shall beapproved by the Borrower in writing, such approval not to be unreasonablywithheld.  If no successor shall havebeen so appointed by the Required Lenders and shall have accepted suchappointment within 30 days after the retiring Administrative Agent gives noticeof its resignation, then the retiring Administrative Agent may, on behalf ofthe Lenders and the Issuing Banks, appoint a successor Administrative Agentwhich shall be a bank with an office in New York, New York, or an Affiliate ofany such bank.  Upon the acceptance ofits appointment as Administrative Agent hereunder by a successor, suchsuccessor shall succeed to and become vested with all the rights, powers,privileges and duties of the retiring Administrative Agent, and the retiringAdministrative Agent shall be discharged from its duties and obligations

 

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hereunder.  The fees payable by the Borrower to asuccessor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s resignationhereunder, the provisions of this Article and Section 9.03 shallcontinue in effect for the benefit of such retiring Administrative Agent, itssub-agents and their respective Related Parties in respect of any actions takenor omitted to be taken by any of them while it was acting as AdministrativeAgent.

 

Each Lender acknowledgesthat it has, independently and without reliance upon the Administrative Agentor any other Lender and based on such documents and information as it hasdeemed appropriate, made its own credit analysis and decision to enter intothis Agreement.  Each Lender alsoacknowledges that it will, independently and without reliance upon theAdministrative Agent or any other Lender and based on such documents andinformation as it shall from time to time deem appropriate, continue to makeits own decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or related agreement or any documentfurnished hereunder or thereunder.

 

ARTICLE IX

 

Miscellaneous

#  

SECTION 9.01.  Notices.  (a)  Except in the case of notices andother communications expressly permitted to be given by telephone, all noticesand other communications provided for herein shall be in writing and shall bedelivered by hand or overnight courier service, mailed by certified orregistered mail or sent by telecopy, as follows:

 

#### (i)                                     ifto the Borrower, to it at 801 W.  BayStreet, Jacksonville, Florida 32204, Attention of Charles Blackmon, ExecutiveVice President and Chief Financial Officer (Telecopy No. (904) 421-1434),with a copy to Parthenon Capital, Inc., 200 State Street, Boston,Massachusetts 02109, Attention of Drew Sawyer (Telecopy No. (617) 478-7010);

####  

#### (ii)                                  ifto the Administrative Agent, to Credit Suisse First Boston, Eleven MadisonAvenue, New York, New York 10010, Attention of Agency Group (Telecopy No. (212)325-8304);

####  

#### (iii)                               ifto an Issuing Bank, to it at its address (or facsimile number set forth in itsAdministrative Questionnaire (unless such Issuing Bank has specified anotheraddress or facsimile number by notice to the Borrower and the AdministrativeAgent));

####  

#### (iv)                              ifto the Swingline Lender, to it at Eleven Madison Avenue, New York, New York10010, Attention of Agency Group (Telecopy No.  (212) 325-8304); and

 

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#### (v)                                 ifto any other Lender, to it at its address (or telecopy number) set forth in itsAdministrative Questionnaire.

####  

### (b)                                 Noticesand other communications to the Lenders hereunder may be delivered or furnishedby electronic communications pursuant to procedures approved by theAdministrative Agent; provided that the foregoing shall not apply tonotices pursuant to Article II unless otherwise agreed by theAdministrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agreeto accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices orcommunications.

###  

### (c)                                  Anyparty hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the Administrative Agent.  All notices and other communications given toany party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt.

###  

SECTION 9.02.  Waivers; Amendments.  (a)  No failure or delay by theAdministrative Agent, any Issuing Bank or any Lender in exercising any right orpower hereunder or under any other Loan Document shall operate as a waiverthereof, 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 otherright or power.  The rights and remediesof the Administrative Agent, the Issuing Banks and the Lenders hereunder andunder the other Loan Documents are cumulative and are not exclusive of anyrights or remedies that they would otherwise have.  No waiver of any provision of any LoanDocument or consent to any departure by any Loan Party therefrom shall in anyevent be effective unless the same shall be permitted by paragraph (b) ofthis Section, and then such waiver or consent shall be effective only in thespecific instance and for the purpose for which given.  Without limiting the generality of theforegoing, the making of a Loan or issuance of a Letter of Credit shall not beconstrued as a waiver of any Default, regardless of whether the AdministrativeAgent, any Lender or any Issuing Bank may have had notice or knowledge of suchDefault at the time.

 

### (b)                                 Exceptas provided in Section 2.20 with respect to an Incremental FacilityAmendment, neither this Agreement nor any other Loan Document nor any provisionhereof or thereof may be waived, amended or modified except, in the case ofthis Agreement, pursuant to an agreement or agreements in writing entered intoby Holdings, the Borrower and the Required Lenders or, in the case of any otherLoan Document, pursuant to an agreement or agreements in writing entered intoby the Administrative Agent and the Loan Party or Loan Parties that are partiesthereto, in each case with the consent of the Required Lenders; providedthat no such agreement shall (i) increase the Commitment of any Lenderwithout the written consent of such Lender, (ii) reduce or forgive theprincipal amount of any Loan or LC Disbursement or reduce the rate of interestthereon, or reduce any fees payable hereunder, without the written consent ofeach Lender affected thereby, (iii) postpone the maturity of any Loan, orany scheduled date of payment of the principal amount of any Term Loan under Section 2.10,

 

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### or the required date of reimbursement of any LC Disbursement, or anydate for the payment of any interest or fees payable hereunder, or reduce theamount of, waive or excuse any such payment, postpone the scheduled date ofexpiration of any Commitment or permit the expiration date of any Letter ofCredit 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 requiredthereby, without the written consent of each Lender, (v) change any of theprovisions of this Section or the percentage set forth in the definitionof the term “Required Lenders” or any other provision of any Loan Documentspecifying the number or percentage of Lenders (or Lenders of any Class)required to waive, amend or modify any rights thereunder or make anydetermination or grant any consent thereunder, without the written consent ofeach Lender (or each Lender of such Class, as the case may be), (vi) releaseany Subsidiary Loan Party from its Guarantee under the Collateral Agreement(except as expressly provided in the Collateral Agreement), or limit itsliability in respect of such Guarantee, without the written consent of eachLender, (vii) release all or substantially all of the Collateral from theLiens of the Security Documents (except as expressly provided in the CollateralAgreement), without the written consent of each Lender, or (viii) changeany provisions of any Loan Document in a manner that by its terms adverselyaffects the rights in respect of payments due to Lenders holding Loans of any Class differentlythan those holding Loans of any other Class, without the written consent ofLenders holding a majority in interest of the outstanding Loans and unusedCommitments of each adversely affected Class; providedfurtherthat (A) no such agreement shall amend, modify or otherwise affect therights or duties of the Administrative Agent, any Issuing Bank or the SwinglineLender without the prior written consent of the Administrative Agent, suchIssuing Bank or the Swingline Lender, as the case may be, and (B) anywaiver, amendment or modification of this Agreement that by its terms affectsthe rights or duties under this Agreement of the Revolving Lenders (but not theTerm Loan Lenders) or the Term Loan Lenders (but not the Revolving Lenders) maybe effected by an agreement or agreements in writing entered into by theBorrower and the requisite percentage in interest of the affected Class ofLenders that would be required to consent thereto under this Section ifsuch Class of Lenders were the only Class of Lenders hereunder at thetime.  Notwithstanding the foregoing, anyprovision of this Agreement may be amended by an agreement in writing enteredinto by Holdings, the Borrower, the Required Lenders and the AdministrativeAgent (and, if their rights or obligations are affected thereby, the IssuingBanks and the Swingline Lender) if (i) by the terms of such agreement theCommitment of each Lender not consenting to the amendment provided for thereinshall terminate upon the effectiveness of such amendment and (ii) at thetime such amendment becomes effective, each Lender not consenting theretoreceives payment in full of the principal of and interest accrued on each Loanmade by it and all other amounts owing to it or accrued for its account underthis Agreement.  In connection with anyproposed amendment, modification, waiver or termination (a “Proposed Change”)requiring the consent of all affected Lenders, if the consent of the RequiredLenders to such Proposed Change is obtained, but the consent to such ProposedChange of other Lenders whose consent is required is not obtained (any suchLender whose consent is not obtained as described in this Section 9.02(b) beingreferred to as a “Non-Consenting Lender”), then, so long as the

 

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### Lender that is acting as the Administrative Agent is not aNon-Consenting Lender, at the Borrower’s request, any assignee that isacceptable to the Administrative Agent shall have the right, with theAdministrative Agent’s consent, to purchase from such Non-Consenting Lender,and such Non-Consenting Lender agrees that it shall, upon the Borrower’srequest, sell and assign to such assignee, at no expense to such Non-ConsentingLender (including any processing and recordation fee as may be applicablepursuant to Section 9.04(b)(ii)(C)), all of the Commitments, Term Loansand Revolving Exposure of such Non-Consenting Lender for an amount equal to theprincipal balance of all Term Loans and Revolving Loans (and fundedparticipations in Swingline Loans and unreimbursed LC Disbursements) held bysuch Non-Consenting Lender and all accrued interest and fees with respect theretothrough the date of sale, such purchase and sale to be consummated pursuant toan executed Assignment and Assumption in accordance with Section 9.04(b).

###  

SECTION 9.03.  Expenses; Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) allreasonable out-of-pocket expenses incurred by the Agents and their respectiveAffiliates (including expenses incurred in connection with due diligence),including the reasonable fees, charges and disbursements of counsel for theAgents, in connection with the syndication of the credit facilities providedfor herein, the preparation and administration of the Loan Documents or anyamendments, modifications or waivers of the provisions thereof (whether or notthe transactions contemplated hereby or thereby shall be consummated), (ii) allreasonable out-of-pocket expenses incurred by any Issuing Bank in connectionwith the issuance, amendment, renewal or extension of any Letter of Credit orany demand for payment thereunder and (iii) all reasonable out-of-pocketexpenses incurred by the Administrative Agent, any Issuing Bank or any Lender,including the fees, charges and disbursements of any counsel for theAdministrative Agent, any Issuing Bank or any Lender, in connection with theenforcement or protection of its rights in connection with the Loan Documents,including its rights under this Section, or in connection with the Loans madeor Letters of Credit issued hereunder, including all such reasonableout-of-pocket expenses incurred during any workout, restructuring or negotiationsin respect of such Loans or Letters of Credit.

 

### (b)                                 TheBorrower shall indemnify the Administrative Agent, each Issuing Bank and eachLender, and each Related Party of any of the foregoing Persons (each suchPerson being called an “Indemnitee”) against, and hold each Indemniteeharmless from, any and all losses, claims, damages, liabilities and relatedexpenses, including the reasonable fees, charges and disbursements of anycounsel for any Indemnitee, incurred by or asserted against any Indemniteearising out of, in connection with, or as a result of (i) the execution ordelivery of any Loan Document or any other agreement or instrument contemplatedhereby, the performance by the parties to the Loan Documents of theirrespective obligations thereunder or the consummation of the Transactions orany other transactions contemplated hereby, (ii) any Loan or Letter of Creditor the use of the proceeds therefrom (including any refusal by an Issuing Bankto honor a demand for payment under a Letter of Credit if the documentspresented in connection with such demand do not strictly comply with the termsof such Letter of

 

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### Credit), (iii) any actual or alleged presence or Release ofHazardous Materials on or from any Mortgaged Property or any other propertycurrently or formerly owned or operated by the Borrower or any of theSubsidiaries, or any Environmental Liability related in any way to the Borroweror 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 whetherany Indemnitee is a party thereto; provided that such indemnity shallnot, as to any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses are determined by a court of competentjurisdiction to have resulted from the gross negligence or willful misconductof such Indemnitee.

###  

### (c)                                  Tothe extent that the Borrower fails to pay any amount required to be paid by itto the Administrative Agent, any Issuing Bank or any Swingline Lender underparagraph (a) or (b) of this Section, (i) in the case of amountsrequired to be paid to the Administrative Agent, each Lender severally agreesto pay to the Administrative Agent such Lender’s pro rata share (determined asof the time that the applicable unreimbursed expense or indemnity payment issought) of such unpaid amount and (ii) in the case of amounts required tobe paid to any Issuing Bank or any Swingline Lender, each Revolving Lenderseverally agrees to pay to the applicable Issuing Bank or applicable SwinglineLender, as the case may be, such Revolving Lender’s pro rata share (determinedas of the time that the applicable unreimbursed expense or indemnity payment issought) of such unpaid amount; provided that the unreimbursed expense orindemnified loss, claim, damage, liability or related expense, as the case maybe, was incurred by or asserted against the Administrative Agent, theapplicable Issuing Bank or the applicable Swingline Lender in its capacity assuch.  For purposes hereof, a Lender’s “prorata share” shall be determined based upon its share of the sum of the totalRevolving Exposures, outstanding Term Loans and unused Commitments at the time.

###  

### (d)                                 Tothe extent permitted by applicable law, neither Holdings nor the Borrower shallassert, and each hereby waives, any claim against any Indemnitee, on any theoryof liability, for special, indirect, consequential or punitive damages (asopposed to direct or actual damages) arising out of, in connection with, or asa result of, this Agreement or any agreement or instrument contemplated hereby,the Transactions, any Loan or Letter of Credit or the use of the proceedsthereof.

###  

### (e)                                  Allamounts due under this Section shall be payable not later than threeBusiness Days after written demand therefor.

###  

SECTION 9.04.  Successors and Assigns.  (a)  The provisions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby (including any Affiliate ofan Issuing Bank that issues any Letter of Credit), except that (i) theBorrower may not assign or otherwise transfer any of its rights or obligationshereunder without the prior written consent of each Lender (and any suchattempted assignment or transfer by the Borrower without such consent shall benull and void) and (ii) no Lender may assign or otherwise transfer itsrights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any

 

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Person(other than the parties hereto, their respective successors and assignspermitted hereby (including any Affiliate of any Issuing Bank that issues anyLetter of Credit), Participants (to the extent provided in paragraph (c) ofthis Section) and, to the extent expressly contemplated hereby, the RelatedParties 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 thisAgreement.

 

### (b)                                 (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lendermay assign to one or more assignees all or a portion of its rights andobligations under this Agreement (including all or a portion of its Commitmentsand the Loans at the time owing to it), with the prior written consent (suchconsent not to be unreasonably withheld or delayed) of:

###  

##### (A)                              theBorrower; provided that no consent of the Borrower shall be required foran assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if anEvent of Default has occurred and is continuing, or if such assignment is madein connection with the syndication of the Revolving Commitments by the Agents,any other assignee;

#####  

##### (B)                                theAdministrative Agent; provided that no consent of the AdministrativeAgent shall be required for an assignment of all or any portion of a Term Loanto a Lender, an Affiliate of a Lender or an Approved Fund; and

#####  

##### (C)                                theIssuing Banks; provided that no consent of the Issuing Banks shall berequired for an assignment of all or any portion of a Term Loan.

#####  

#### (ii)                                  Assignmentsshall be subject to the following conditions:

####  

##### (A)                              exceptin the case of an assignment to a Lender, an Affiliate of a Lender or anApproved Fund or an assignment of the entire remaining amount of the assigningLender’s Commitment, the amount of the Commitment of the assigning Lendersubject to each such assignment (determined as of the date the Assignment andAssumption with respect to such assignment is delivered to the AdministrativeAgent) 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 otherwiseconsent (such consent not to be unreasonably withheld or delayed), providedthat no such consent of the Borrower shall be required if an Event of Defaulthas occurred and is continuing;

#####  

##### (B)                                eachpartial assignment shall be made as an assignment of a proportionate part ofall the assigning Lender’s rights and obligations under this Agreement, providedthat this clause shall not be construed to prohibit assignment of aproportionate part of all the assigning Lender’s rights and obligations inrespect of one Class of Commitments or Loans;

#####  

##### (C)                                theparties to each assignment shall (1) electronically execute and deliver tothe Administrative Agent an Assignment and Assumption via an

 

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##### electronic settlementsystem acceptable to the Administrative Agent (which initially shall beClearPar, LLC) or (2) if no such system shall be acceptable to theAdministrative Agent, manually execute and deliver to the Administrative Agentan Assignment and Assumption, together with a processing and recordation fee of$3,500; provided that only one such fee shall be payable in connectionwith simultaneous assignments to or by two or more Approved Funds; and

#####  

##### (D)                               theassignee, if it shall not be a Lender, shall deliver to the AdministrativeAgent an Administrative Questionnaire.

#####  

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 fundwhich invests in bank loans and similar extensions of credit, any other fundthat invests in bank loans and similar extensions of credit and is managed bythe same investment advisor as such Lender or by an Affiliate of suchinvestment advisor.

 

“CLO” means anyentity (whether a corporation, partnership, trust or otherwise) that is engagedin making, purchasing, holding or otherwise investing in bank loans and similarextensions of credit in the ordinary course of its investing activities and isadministered or managed by a Lender or an Affiliate of such Lender.

 

#### (iii)                               Subject to acceptanceand recording thereof pursuant to paragraph (b)(iv) of this Section,from and after the effective date specified in each Assignment and Assumptionthe assignee thereunder shall be a party hereto and, to the extent of theinterest assigned by such Assignment and Assumption, have the rights andobligations of a Lender under this Agreement, and the assigning Lenderthereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in thecase of an Assignment and Assumption covering all of the assigning Lender’srights and obligations under this Agreement, such Lender shall cease to be aparty hereto but shall continue to be entitled to the benefits of Sections2.15, 2.16, 2.17 and 9.03).  Anyassignment or transfer by a Lender of rights or obligations under this Agreementthat does not comply with this Section 9.04 shall be treated for purposesof this Agreement as a sale by such Lender of a participation in such rightsand obligations in accordance with paragraph (c) of this Section.

####  

#### (iv)                              TheAdministrative Agent, acting for this purpose as an agent of the Borrower,shall maintain at one of its offices a copy of each Assignment and Assumptiondelivered to it and a register for the recordation of the names and addressesof the Lenders, and the Commitment of, and principal amount of the Loans and LCDisbursements owing to, each Lender pursuant to the terms hereof from time totime (the “Register”).  Theentries in the Register shall be conclusive in the absence of clearlydemonstrable error, and the Borrower, the Administrative Agent, the IssuingBanks and the Lenders may treat each Person whose name is recorded in theRegister pursuant to the terms hereof as a Lender hereunder for all purposes ofthis Agreement, notwithstanding

 

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#### notice to the contrary.  The Registershall be available for inspection by the Borrower, any Issuing Bank and anyLender, at any reasonable time and from time to time upon reasonable priornotice.

####  

#### (v)                                 Uponits receipt of a duly completed Assignment and Assumption executed by anassigning Lender and an assignee, the assignee’s completed AdministrativeQuestionnaire (unless the assignee shall already be a Lender hereunder), theprocessing and recordation fee referred to in paragraph (b) of this Section andany written consent to such assignment required by paragraph (b) of thisSection, the Administrative Agent shall accept such Assignment and Assumptionand record the information contained therein in the Register.  No assignment shall be effective for purposesof this Agreement unless it has been recorded in the Register as provided inthis 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 morebanks or other entities (a “Participant”) in all or a portion of suchLender’s rights and obligations under this Agreement (including all or aportion of its Commitments and the Loans owing to it); provided that (A) suchLender’s obligations under this Agreement shall remain unchanged, (B) suchLender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (C) the Borrower, the AdministrativeAgent, the Issuing Banks and the other Lenders shall continue to deal solelyand directly with such Lender in connection with such Lender’s rights andobligations under this Agreement.  Anyagreement or instrument pursuant to which a Lender sells such a participationshall provide that such Lender shall retain the sole right to enforce thisAgreement and to approve any amendment, modification or waiver of any provisionof this Agreement; provided that such agreement or instrument mayprovide that such Lender will not, without the consent of the Participant,agree to any amendment, modification or waiver described in the first provisoto Section 9.02(b) that affects such Participant.  Subject to paragraph (c)(ii) of thisSection, the Borrower agrees that each Participant shall be entitled to thebenefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were aLender and had acquired its interest by assignment pursuant to paragraph (b) ofthis Section.  To the extent permitted bylaw, each Participant also shall be entitled to the benefits of Section 9.08as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) asthough it were a Lender.

###  

#### (ii)                                  AParticipant shall not be entitled to receive any greater payment under Section 2.15or 2.17 than the applicable Lender would have been entitled to receive with respectto the participation sold to such Participant, unless the sale of theparticipation to such Participant is made with the Borrower’s prior writtenconsent.  A Participant that would be aForeign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17unless the Borrower is notified of the participation sold to such Participantand such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) asthough it were a Lender.

 

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### (d)                                 AnyLender may at any time pledge, assign or grant a security interest in all orany portion of its rights under this Agreement to secure obligations of suchLender, including any pledge, assignment or grant to secure obligations to aFederal Reserve Bank, and this Section shall not apply to any such pledge,assignment or grant of a security interest; provided that no suchpledge, assignment or grant of a security interest shall release a Lender fromany of its obligations hereunder or substitute any such pledgee, assignee orgrantee for such Lender as a party hereto.

###  

SECTION 9.05.  Survival.  All covenants, agreements, representationsand warranties made by the Loan Parties in the Loan Documents and in thecertificates or other instruments delivered in connection with or pursuant tothis Agreement or any other Loan Document shall be considered to have beenrelied upon by the other parties hereto and shall survive the execution anddelivery of the Loan Documents and the making of any Loans and issuance of anyLetters of Credit, regardless of any investigation made by any such other partyor on its behalf and notwithstanding that the Administrative Agent, any IssuingBank or any Lender may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any credit is extended hereunder, andshall continue in full force and effect as long as the principal of or anyaccrued interest on any Loan or any fee or any other amount payable under thisAgreement is outstanding and unpaid or any Letter of Credit is outstanding andso long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17and 9.03 and Article VIII shall survive and remain in full force andeffect regardless of the consummation of the transactions contemplated hereby,the repayment of the Loans, the expiration or termination of the Letters ofCredit and the Commitments or the termination of this Agreement or anyprovision hereof.

 

SECTION 9.06.  Counterparts; Integration; Effectiveness.  This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract.  ThisAgreement, the other Loan Documents and any separate letter agreements withrespect to fees payable to the Administrative Agent constitute the entirecontract among the parties relating to the subject matter hereof and supersedeany and all previous agreements and understandings, oral or written, relatingto the subject matter hereof.  Except as providedin Section 4.01, this Agreement shall become effective when it shall havebeen executed by the Administrative Agent and when the Administrative Agent shallhave received counterparts hereof which, when taken together, bear thesignatures of each of the other parties hereto, and thereafter shall be bindingupon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns.  Delivery of anexecuted counterpart of a signature page of this Agreement by telecopyshall be effective as delivery of a manually executed counterpart of thisAgreement.

 

SECTION 9.07.  Severability.  Any provision of this Agreement held to beinvalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability ofthe remaining provisions hereof; and the

 

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invalidityof a particular provision in a particular jurisdiction shall not invalidatesuch provision in any other jurisdiction.

 

SECTION 9.08.  Right of Setoff.  If an Event of Default shall have occurredand be continuing, each Lender and each of its Affiliates is hereby authorizedat any time and from time to time, to the fullest extent permitted by law, toset 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 owingby such Lender or Affiliate to or for the credit or the account of the Borroweragainst any of and all the obligations of the Borrower now or hereafterexisting under this Agreement held by such Lender, irrespective of whether ornot such Lender shall have made any demand under this Agreement and althoughsuch obligations may be unmatured.  Theapplicable Lender shall notify the Borrower and the Administrative Agent ofsuch setoff or application; provided that any failure to give or delayin giving such notice shall not affect the validity of any such setoff orapplication under this Section.  Therights of each Lender under this Section are in addition to other rightsand remedies (including other rights of setoff) which such Lender may have.

 

SECTION 9.09.  Governing Law; Jurisdiction; Consent toService of Process.  (a)  ThisAgreement shall be construed in accordance with and governed by the law of theState of New York.

 

### (b)                                 Eachof Holdings and the Borrower hereby irrevocably and unconditionally submits,for itself and its property, to the nonexclusive jurisdiction of the SupremeCourt of the State of New York sitting in New York County and of the UnitedStates District Court of the Southern District of New York, and any appellatecourt from any thereof, in any action or proceeding arising out of or relatingto any Loan Document, or for recognition or enforcement of any judgment, andeach of the parties hereto hereby irrevocably and unconditionally agrees thatall claims in respect of any such action or proceeding may be heard anddetermined in such New York State or, to the extent permitted by law, in suchFederal court.  Each of the partieshereto agrees that a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgmentor in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect anyright that the Administrative Agent, any Issuing Bank or any Lender mayotherwise have to bring any action or proceeding relating to this Agreement orany other Loan Document against Holdings, the Borrower or their properties inthe courts of any jurisdiction.

###  

### (c)                                  Eachof Holdings and the Borrower hereby irrevocably and unconditionally waives, tothe fullest extent it may legally and effectively do so, any objection which itmay now or hereafter have to the laying of venue of any suit, action orproceeding arising out of or relating to this Agreement or any other LoanDocument in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocablywaives, to the fullest extent permitted by law, the defense of an inconvenientforum to the maintenance of such action or proceeding in any such court.

 

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### (d)                                 Eachparty to this Agreement irrevocably consents to service of process in themanner provided for notices in Section 9.01.  Nothing in this Agreement or any other LoanDocument will affect the right of any party to this Agreement to serve processin any other manner permitted by law.

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SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

SECTION 9.11.  Headings.  Article and Section headings andthe Table of Contents used herein are for convenience of reference only, arenot part of this Agreement and shall not affect the construction of, or betaken into consideration in interpreting, this Agreement.

 

SECTION 9.12.  Confidentiality.  Each of the Administrative Agent, the IssuingBanks and the Lenders agrees to maintain the confidentiality of the Information(as defined below), except that Information may be disclosed (a) to itsand its Affiliates’ directors, officers, employees, trustees and agents,including accountants, legal counsel and other advisors (it being understoodthat the Persons to whom such disclosure is made will be informed of theconfidential nature of such Information and instructed to keep such Informationconfidential), (b) to the extent requested by any regulatory authority, (c) tothe extent required by applicable laws or regulations or by any subpoena orsimilar legal process, (d) to any other party to this Agreement, (e) inconnection with the exercise of any remedies hereunder or any suit, action orproceeding relating to this Agreement or any other Loan Document or theenforcement of rights hereunder or thereunder, (f) subject to an agreementcontaining provisions substantially the same as those of this Section, to (i) anyassignee of or Participant in, or any prospective assignee of or Participantin, any of its rights or obligations under this Agreement or (ii) anyactual or prospective counterparty (or its advisors) to any swap or derivativetransaction relating to the Borrower and its obligations, (g) with theconsent of the Borrower or (h) to the extent such Information (i) becomespublicly available other than as a result of a breach of this Section or (ii) becomesavailable to the Administrative Agent, any Issuing Bank or any Lender on anonconfidential basis from a source other than Holdings or the Borrower; providedthat such source is not actually known by such disclosing party to be bound byan agreement containing provisions substantially the same as those of thisSection.  For

 

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the purposes of thisSection, “Information” means all information received from Holdings andthe Borrower relating to Holdings or the Borrower or their business, other thanany such information that is available to the Administrative Agent, any IssuingBank or any Lender on a nonconfidential basis prior to disclosure by Holdingsor the Borrower; provided that, in the case of information received fromHoldings or the Borrower after the date hereof, such information is clearlyidentified at the time of delivery as confidential.  Any Person required to maintain theconfidentiality of Information as provided in this Section shall beconsidered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidential information.

 

SECTION 9.13.  Interest Rate Limitation.  Notwithstanding anything herein to thecontrary, if at any time the interest rate applicable to any Loan, togetherwith all fees, charges and other amounts which are treated as interest on suchLoan under applicable law (collectively the “Charges”), shall exceed themaximum lawful rate (the “Maximum Rate”) which may be contracted for,charged, taken, received or reserved by the Lender holding such Loan inaccordance with applicable law, the rate of interest payable in respect of suchLoan hereunder, together with all Charges payable in respect thereof, shall belimited to the Maximum Rate and, to the extent lawful, the interest and Chargesthat would have been payable in respect of such Loan but were not payable as aresult of the operation of this Section shall be cumulated and theinterest and Charges payable to such Lender in respect of other Loans or periodsshall be increased (but not above the Maximum Rate therefor) until suchcumulated amount, together with interest thereon at the Federal Funds EffectiveRate to the date of repayment, shall have been received by such Lender.

 

SECTION 9.14.  USA Patriot Act.  Each Lender hereby notifies the Borrower thatpursuant to the requirements of the USA Patriot Act, it is required to obtain,verify and record information that identifies the Borrower, which informationincludes the name and address of the Borrower and other information that willallow such Lender to identify the Borrower in accordance with the USA PatriotAct.

 

SECTION 9.15.  Existing Credit Agreement; Effectivenessof Amendment and Restatement.  Untilthis Agreement becomes effective in accordance with the terms of the Amendmentand Restatement Agreement, the Existing Credit Agreement shall remain in fullforce and effect and shall not be affected hereby.  After the Restatement Effective Date, allobligations of the Borrower under the Existing Credit Agreement shall becomeobligations of the Borrower hereunder, secured by the Security Documents, andthe provisions of the Existing Credit Agreement shall be superseded by theprovisions hereof.

 

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