Exhibit 10.1





EXECUTION VERSION





Published
CUSIP Number 74111UAA2




$180,000,000








CREDIT
AGREEMENT





Dated
as of March 24, 2010





among





Prestige
Brands, Inc.,


as
Borrower





Prestige
Brands Holdings,Inc.,


as
Parent





and





The
Lenders and Issuers Party Hereto





and





Bank ofAmerica,
N.A.,


as
Administrative Agent





and





DeutscheBankSecuritiesInc.,


as
Syndication Agent





_______________





Banc of America Securities
LLC





and





Deutsche Bank SecuritiesInc.


Joint
Lead Arrangers and Joint Book-Running Managers







TABLE
OF CONTENTS


Page




ARTICLE
I




Definitions,
Interpretation and Accounting Terms




Section
1.1
            Defined
    Terms
            1


Section
1.2
            Computation of Time
      Periods
            39


Section
1.3
            Accounting Terms and
      Principles
            39


Section
1.4
            Conversion of Foreign
      Currencies
            40


Section
1.5
            Certain
    Terms
            40


Section
1.6
            Letter of Credit
      Amounts
            41




ARTICLE
II




The
Facilities




Section
2.1
            The
      Commitments
            41


Section
2.2
            Borrowing
      Procedures
            44


Section
2.3
            Swing
Loans
            45


Section
2.4
            Letters of
      Credit
            47


Section
2.5
            Termination of the
      Commitments
            53


Section
2.6
            Repayment of
      Loans
            54


Section
2.7
            Evidence of
      Debt
            54


Section
2.8
            Optional
      Prepayments
            55


Section
2.9
            Mandatory
      Prepayments
            58


Section
    2.10
            Interest
            60


Section
    2.11
            Conversion/Continuation
      Option
            61


Section
    2.12
            Fees
            62


Section
    2.13
            Payments and
      Computations
            63


Section
    2.14
            Special Provisions Governing
      Eurodollar Rate Loans
            65


Section
    2.15
            Capital
      Adequacy
            66


Section
    2.16
            Taxes
            67


Section
    2.17
            Substitution of
      Lenders
            69


Section
    2.18
            Defaulting
      Lenders
            71




ARTICLE
III




Conditions
to Loans and Letters of Credit




Section
3.1
            Conditions Precedent to Initial
      Loans and Letters of Credit
            72


Section
3.2
            Conditions Precedent to Each Loan
      and Letter of Credit
            75


Section
3.3
            Conditions Precedent to Each
      Facilities Increase
            76


Section
3.4
            Determinations of Initial
      Borrowing Conditions
            77




-i-


Page





ARTICLE
IV




Representations
and Warranties




Section
4.1
            Corporate Existence; Compliance
      with Law
            77


Section
4.2
            Corporate Power; Authorization;
      Enforceable Obligations
            78


Section
4.3
            Ownership of Parent;
      Subsidiaries
            79


Section
4.4
            Financial
      Statements
            79


Section
4.5
            Material Adverse
      Change
            80


Section
4.6
            Solvency
            80


Section
4.7
            Litigation
            80


Section
4.8
            Taxes
            80


Section
4.9
            Full
      Disclosure
            81


Section
    4.10
            Margin
      Regulations
            81


Section
    4.11
            No Burdensome Restrictions; No
      Defaults
            81


Section
    4.12
            Investment Company
      Act
            82


Section
    4.13
            Use of
      Proceeds
            82


Section
    4.14
            Insurance
            82


Section
    4.15
            Labor
    Matters
            82


Section
    4.16
            ERISA
            83


Section
    4.17
            Environmental
      Matters
            83


Section
    4.18
            Intellectual
      Property
            84


Section
    4.19
            Title; Real
      Property
            85


Section
    4.20
            Related
      Documents
            85




ARTICLE
V




Financial
Covenants




Section
5.1
            Maximum Leverage
      Ratio
            86


Section
5.2
            Minimum Interest Coverage
      Ratio
            86


Section
5.3
            [Reserved.]
            87


Section
5.4
            Capital
      Expenditures
            87




ARTICLE
VI




Reporting
Covenants




Section
6.1
            Financial
      Statements
            87


Section
6.2
            Default
      Notices
            90


Section
6.3
            Litigation
            90


Section
6.4
            Asset
Sales
            90


Section
6.5
            Notices under Related
      Documents
            90


Section
6.6
            [Reserved.]
            90


Section
6.7
            Labor
      Relations
            90


Section
6.8
            Tax
Returns
            90


Section
6.9
            Insurance
            90


Section
    6.10
            ERISA
    Matters
            91


Section
    6.11
            Environmental
      Matters
            91


Section
    6.12
            Material
      Contracts
            92


Section
    6.13
            Other
      Information
            92




-ii-


Page





ARTICLE
VII




Affirmative
Covenants




Section
7.1
            Preservation of Corporate
      Existence, Etc.
            93


Section
7.2
            Compliance with Laws,
      Etc.
            93


Section
7.3
            Conduct of
      Business
            93


Section
7.4
            Payment of Taxes,
      Etc.
            93


Section
7.5
            Maintenance of
      Insurance
            93


Section
7.6
            Access
            94


Section
7.7
            Keeping of
      Books
            94


Section
7.8
            Maintenance of Properties,
      Etc.
            94


Section
7.9
            Use of
      Proceeds
            94


Section
    7.10
            Environmental
            94


Section
    7.11
            Additional Collateral and
      Guaranties
            95


Section
    7.12
            Control Accounts; Approved
      Deposit Accounts
            96


Section
    7.13
            Real
    Property
            96


Section
    7.14
            Post-Closing
      Deliveries
            97




ARTICLE
VIII




Negative
Covenants




Section
8.1
            Indebtedness
            98


Section
8.2
            Liens,
Etc.
            100


Section
8.3
            Investments
            101


Section
8.4
            Sale of
    Assets
            103


Section
8.5
            Restricted
      Payments
            105


Section
8.6
            Prepayment and Cancellation of
      Indebtedness
            106


Section
8.7
            Restriction on Fundamental
      Changes; Permitted Acquisitions
            106


Section
8.8
            Change in Nature of
      Business
            107


Section
8.9
            Transactions with Joint Ventures
      and Affiliates
            107


Section
    8.10
            Limitations on Restrictions on
      Subsidiary Distributions; No New Negative Pledge
            108


Section
    8.11
            Modification of Constituent
      Documents
            108


Section
    8.12
            [Reserved.]
            108


Section
    8.13
            Modification of Certain
      Documents
            109


Section
    8.14
            Accounting Changes; Fiscal
      Year
            109


Section
    8.15
            Margin
      Regulations
            109


Section
    8.16
            Sale and Leaseback
      Transactions
            109


Section
    8.17
            No Speculative
      Transactions
            109


Section
    8.18
            Compliance with
      ERISA
            109


Section
    8.19
            Environmental
            110




-iii-


Page





ARTICLE
IX




Events
of Default




Section
9.1
            Events of
      Default
            110


Section
9.2
            Remedies
            112


Section
9.3
            Actions in Respect of Letters of
      Credit and Swing Loans
            112


Section
9.4
            Rescission
            113


Section
9.5
            Application of
      Proceeds
            114




ARTICLE
X




The
Agents




Section
    10.1
            Appointment and
      Authority
            114


Section
    10.2
            Rights as a
      Lender
            115


Section
    10.3
            Exculpatory
      Provisions
            115


Section
    10.4
            Reliance by Administrative
      Agent
            116


Section
    10.5
            Delegation of
      Duties
            116


Section
    10.6
            Resignation of Administrative
      Agent
            117


Section
    10.7
            Non-Reliance on Administrative
      Agent and Other Lenders
            118


Section
    10.8
            [Reserved]
            118


Section
    10.9
            Administrative Agent May File
      Proofs of Claim
            118


Section
    10.10
            Collateral and Guaranty
      Matters
            119


Section
    10.11
            Secured Cash Management
      Obligations and Secured Hedging Contract
Obligations
            119


Section
    10.12
            Other Agents, Arrangers and
      Managers
            120


Section
    10.13
            Withholding Tax
      Indemnity
            120




ARTICLE
XI




Miscellaneous




Section
    11.1
            Amendments, Waivers,
      Etc.
            120


Section
    11.2
            Assignments and
      Participations
            124


Section
    11.3
            Costs and
      Expenses
            129


Section
    11.4
            Indemnities, Reimbursement,
      Damage Waiver
            130


Section
    11.5
            Limitation of
      Liability
            132


Section
    11.6
            Right of
      Set-off
            133


Section
    11.7
            Sharing of Payments,
      Etc.
            133


Section
    11.8
            Notices,
    Etc.
            134


Section
    11.9
            No Waiver;
      Remedies
            135


Section
    11.10
            Binding
    Effect
            135


Section
    11.11
            Governing
    Law
            136


Section
    11.12
            Submission to Jurisdiction;
      Service of Process
            136


Section
    11.13
            Waiver of Jury
      Trial
            136


Section
    11.14
            Marshaling; Payments Set
      Aside
            136


Section
    11.15
            Section
    Titles
            137


Section
    11.16
            Execution in
      Counterparts
            137


Section
    11.17
            Entire
      Agreement
            137




-iv-


Page




Section
    11.18
            Confidentiality
            137


Section
    11.19
            Severability
            138


Section
    11.20
            USA PATRIOT
      Act
            138


Section
    11.21
            Interest Rate
      Limitation
            139





-v-


Schedules




Schedule I
              -
              CommitmentsSchedule II
              -
              Applicable Lending Offices and
      Addresses for NoticesSchedule 4.2
              -
              ConsentsSchedule 4.4
              -
              Financial StatementsSchedule 4.7
              -
              LitigationSchedule 4.15
              -
              Labor MattersSchedule 4.16
              -
              List of PlansSchedule 4.17
              -
              Environmental
MattersSchedule 4.18
              -
              Intellectual
PropertySchedule 4.19
              -
              Real PropertySchedule 8.1
              -
              Existing
IndebtednessSchedule 8.2
              -
              Existing LiensSchedule 8.3
              -
              Existing
  Investments


Exhibits








Exhibit A
            -
            Form of Assignment and
      AcceptanceExhibit B-1
            -
            Form of Revolving Credit
      NoteExhibit B-2
            -
            Form of Term NoteExhibit C
            -
            Form of Notice of
      BorrowingExhibit D
            -
            Form of Swing Loan
RequestExhibit E
            -
            Form of Intercompany
      NoteExhibit F
            -
            Form of Notice of Conversion
      or ContinuationExhibit G
            -
            Form of Opinion of Counsel for
      the Loan PartiesExhibit H
            -
            Form of GuarantyExhibit I
            -
            Form of Pledge and Security
      AgreementExhibit J
            -
            [Reserved]Exhibit K
            -
            Form of United
      States Tax Compliance CertificateExhibit L
            -
            Form of Discounted
      Prepayment Option NoticeExhibit M
            -
            Form of Lender
      Participation NoticeExhibit N
            -
            Form of Discounted
      Voluntary Prepayment NoticeExhibit O
            -
            Form of Affiliated
      Lender Assignment and Acceptance




-vi-





Credit
Agreement, dated as of March 24, 2010, among Prestige Brands, Inc.,
a Delaware corporation (the “Borrower”), Prestige Brands
Holdings, Inc., a Delaware
corporation (the “Parent”), the Lenders (as
defined below), the Issuers (as defined below), Bank ofAmerica,N.A. (“Bank of America”), as
administrative agent for the Lenders and the Issuers and collateral agent for
the Secured Parties (in such capacities, the “Administrative Agent”), and
DeutscheBankSecuritiesInc.,as syndication
agent (in such capacity, the “Syndication
Agent”).




W
i t n e s s e t h:




Whereas, the Borrower
has commenced a tender offer to purchase any and all of its 9.250% Senior
Subordinated Notes due 2012 (the “Existing Senior Subordinated
Notes”) governed by the terms of that certain Indenture, dated as of
April 6, 2004, between the Borrower, certain other Loan Parties and U.S. Bank
National Association, as trustee, (the “Existing Senior Subordinated Notes
Trustee”) with such tender offer not scheduled to expire until after the
Closing Date;




Whereas, the Borrower
will, on the Closing Date, (i) repay in full all borrowings and terminate all
commitments under the Existing Credit Agreement, (ii) issue Senior Notes in the
aggregate principal amount of $150,000,000, (iii) make the initial Borrowings
under this Agreement and (iv) pay all fees, commissions and expenses in
connection with each of the foregoing;




Whereas, the Borrower
has requested that the Lenders and Issuers make available for the purposes
specified in this Agreement, a term loan, revolving credit and letter of credit
facilities; and




Whereas, the Lenders
and Issuers are willing to make available to the Borrower such term loan,
revolving credit and letter of credit facilities upon the terms and subject to
the conditions set forth herein.




Now, Therefore, in
consideration of the premises and the covenants and agreements contained herein,
the parties hereto hereby agree as follows:




ARTICLE
I




Definitions,
Interpretation and Accounting Terms




Section
1.1  Defined
Terms




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




“Acceptable Price” has the
meaning specified in Section
2.8(c)(iii) (Optional Prepayments).




“Acceptance Date” has the
meaning specified in Section
2.8(c)(ii) (Optional Prepayments).




“Additional Permitted Debt”
means unsecured Indebtedness of the Borrower that (a) is junior to or pari
passu with the Senior Notes, (b) bears interest and provides for the
payment of fees on terms and conditions not significantly less favorable to any
Loan Party from those offered to similarly situated borrowers in the marketplace
for similar facilities, (c) has a maturity not earlier and an average life
to maturity not less than that of the Senior Notes (calculated at the time of
incurrence of such Indebtedness), (d) does not conflict with the mandatory
prepayment requirements provided hereunder and (e) is





otherwise
on terms and conditions that, taken as a whole, are materially not less
favorable to the Loan Parties and the interests of the Administrative Agent, the
Syndication Agent or any of the Lenders, Issuers or other Secured Parties under
the Loan Documents than those of the Senior Notes and the Senior Notes
Documents.




“Additional Permitted Debt
Document” means any note, indenture or credit agreement governing the
issuance or setting forth the terms of any Additional Permitted Debt and any
other agreement, certificate, power of attorney, or document related to any of
the foregoing.




“Additional Permitted Debt
Notice” means a written notice executed by a Responsible Officer of the
Parent with respect to the incurrence of Additional Permitted Debt stating that
(a) no Event of Default has occurred and is continuing and (b) the
Parent (directly or indirectly through one of its Subsidiaries) intends and
expects to use all (or an amount identified in such notice) of the proceeds of
such Additional Permitted Debt substantially contemporaneously with the issuance
of such Additional Permitted Debt as part of the consideration to be paid for a
Permitted Acquisition identified therein.




“Administrative Agent” has the
meaning specified in the preamble to this Agreement.




“Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth in Section 11.8 (Notices, Etc.),
or such other address or account as the Administrative Agent may from time to
time notify to the Borrower and the Lenders.




“Affected Lender” has the
meaning specified in Section
2.17 (Substitution of Lenders).




“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling or
that is controlled by or is under common control with such
Person.  For the purposes of this definition, “control” means the possession
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.




“Affiliated Lender” means any
Lender who is or becomes an Affiliate of the Parent; provided that no Purchasing
Borrower Party shall be deemed to be an Affiliated Lender.




“Affiliated Lender Assignment and
Acceptance” has the meaning specified in Section 11.2(k) (Assignments and
Participations).




“Agent” means each of the
Administrative Agent, the Syndication Agent and each Arranger.




“Agent Affiliate” has the
meaning specified in Section
11.5(b) (Limitation of Liability).




“Agreement” means this Credit
Agreement.




“Alternative Currency” means
any lawful currency (other than Dollars) that is readily transferable into
Dollars.




“Anti-Terrorism Law” has the
meaning specified in Section
4.1(b) (Corporate Existence; Compliance with Law).




“Anti-Terrorism Order” has the
meaning specified in Section
4.1(b) (Corporate Existence; Compliance with Law).




-2-


“Applicable Discount” has the
meaning specified in Section
2.8(c)(iii) (Optional Prepayments).




“Applicable Lending Office”
means, with respect to each Lender, its Domestic Lending Office in the case of a
Base Rate Loan, and its Eurodollar Lending Office in the case of a Eurodollar
Rate Loan.




“Applicable Margin” means the
following:




(a)  with
respect to (i) Term Loans maintained as Base Rate Loans, a rate equal to 2.25%
per annum and (ii) Term Loans maintained as Eurodollar Rate Loans, a rate equal
to 3.25% per annum; and




(b)  (i) during
the period from the Closing Date until the first date after the Closing Date on
which Financial Statements pursuant to Section 6.1(b) (Financial
Statements) are delivered hereunder, with respect to (A) Revolving
Loans and Swing Loans maintained as Base Rate Loans, a rate equal to 2.25% per
annum and (B) Revolving Loans maintained as Eurodollar Rate Loans, a rate
equal to 3.25% per annum and (ii) thereafter, as of any date of
determination, a per annum rate equal to the rate set forth below opposite the
applicable type of Loan and the then applicable Leverage Ratio (determined on
the last day of the most recent Fiscal Quarter for which Financial Statements
have been delivered pursuant to Section 6.1(b) or (c) (Financial Statements))
set forth below:




Leverage
      Ratio
            Base
      Rate
              Loans
            Eurodollar
              Rate
      LoansGreater
      than or equal to 4.0 to 1
            2.50%
            3.50%Less
      than 4.0 to 1 and equal to or greater than 2.5 to 1
            2.25%
            3.25%Less
      than 2.5 to 1
            2.00%
            3.00%





Changes
in the Applicable Margin resulting from a change in the Leverage Ratio on the
last day of any subsequent Fiscal Quarter shall become effective as to all
Revolving Loans and Swing Loans upon delivery by the Parent to the
Administrative Agent of new Financial Statements pursuant to Section 6.1(b) or (c) (Financial Statements),
as applicable.  Notwithstanding anything to the contrary set forth in
this Agreement (including the then effective Leverage Ratio), if the Parent
shall fail to deliver such Financial Statements within any of the time periods
specified in Section
6.1(b) or (c)
(Financial Statements), the Applicable Margin from and including the 46th
day after the end of such Fiscal Quarter or the 101st day after the end of such
Fiscal Year, as the case may be, to but not including the date the Parent
delivers to the Administrative Agent such Financial Statements shall equal the
highest possible Applicable Margin provided for by this definition.




In the
event that any financial statement under Section 6.1 (Financial Statements)or a
Compliance Certificate is shown to be inaccurate at any time that this Agreement
is in effect and any Loans or Commitments are outstanding hereunder when such
inaccuracy is discovered or within 91 days after the date on which all Loans
have been repaid and all Commitments have been terminated, and such inaccuracy,
if corrected, would have led to a higher Applicable Margin for any period (an
“Applicable Period”)
than the Applicable Margin applied for such Applicable Period, then (i) the
Borrower shall promptly (and in no event later than five (5) Business Days
thereafter) deliver to the Administrative Agent a correct Compliance Certificate
for such Applicable Period, (ii) the Applicable Margin shall be determined by
reference to the corrected Compliance Certificate (but in no event shall the
Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to
the Administrative Agent promptly





-3-
 upon
demand (and in no event later than five (5) Business Days after demand) any
additional interest owing as a result of such increased Applicable Margin for
such Applicable Period, which payment shall be promptly applied by the
Administrative Agent in accordance with the terms
hereof.  Notwithstanding anything to the contrary in this Agreement,
any additional interest hereunder shall not be due and payable until demand is
made for such payment pursuant to clause (iii) above and accordingly, any
nonpayment of such interest as result of any such inaccuracy shall not
constitute a Default (whether retroactively or otherwise), and no such amounts
shall be deemed overdue (and no amounts shall accrue interest at the default
rate of interest specified in Section 2.10(c) (Interest)),
at any time prior to the date that is five (5) Business Days following such
demand.




“Applicable Unused Commitment Fee
Rate” means 0.50% per annum.




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




“Approved Fund” means, with
respect to any Person, any Fund that is administered, advised or managed by such
Person, an Affiliate of such Person or by any other entity that also
administers, advises or manages such Person or Affiliate.




“Arranger” means each of Banc
of America Securities LLC and Deutsche Bank Securities Inc., in their capacity
as joint lead arrangers and joint book-running managers.




“Asset Sale” has the meaning
specified in Section 8.4 (Sale
of Assets).




“Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an Eligible
Assignee, and accepted by the Administrative Agent, in substantially the form of
Exhibit A (Form of
Assignment and Acceptance).




“Auto-Extension Letter of
Credit” has the meaning specified in Section 2.4(b)(iii) (Letters of
Credit).




“Available Credit” means, at
any date, (a) the then effective Revolving Credit Commitments minus (b) the aggregate
Revolving Credit Outstandings on such date, after giving effect to any
substantially contemporaneous repayment of any Loan or Reimbursement Obligation
on such date.




“Available Employee Basket”
means, at any time, $5,000,000 less the sum of the
following:  (a) the aggregate amount of all cash payments made in
respect of Indebtedness incurred in reliance upon Section 8.1(m) (Indebtedness)
after the Closing Date and (b) the aggregate amount of all cash dividends
made pursuant to Section
8.5(c) (Restricted Payments) after the Closing Date (other than
Restricted Payments as described under Section 8.5(c)(i) (Restricted
Payments)).




“Bank of America” has the
meaning specified in the preamble to this Agreement.




“Base Rate” means, for any
period, a fluctuating interest rate per annum as shall be in effect from time to
time, which rate per annum shall be equal at all times to the highest of the
following:




(a)  the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its “prime rate”;




-4-


(b) 
0.5% per annum plus the
Federal Funds Rate; and




(c)  the
Eurodollar Rate for an Interest Period of one-month beginning on such day (or if
such day is not a Business Day, on the immediately preceding Business Day) plus
100 basis points.




The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced
rate.  Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.




“Base Rate Loan” means any
Swing Loan or any other Loan during any period in which it bears interest based
on the Base Rate.




“Borrower” has the meaning
specified in the preamble to this Agreement.




“Borrower Materials” has the
meaning specified in Section
6.14 (Borrower Materials).




“Borrower’s Accountants” means
PricewaterhouseCoopers or other independent nationally recognized public
accountants acceptable to the Administrative Agent, which acceptance shall not
be unreasonably withheld.




“Borrowing” means a Revolving
Credit Borrowing or a Term Loan Borrowing.




“Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under Requirement of Law of, or are in fact closed in, the
state where the Administrative Agent’s Office is located and, if such day
relates to any Eurodollar Rate Loan, means any such day that is also a London
Banking Day.




“Capital Expenditures” means,
for any Person for any period, the aggregate of amounts that would be reflected
as additions to property, plant or equipment on a Consolidated balance sheet of
such Person and its Subsidiaries, excluding interest capitalized during
construction.




“Capital Lease” means, with
respect to any Person, any lease of, or other arrangement conveying the right to
use, property by such Person as lessee that would be accounted for as
capitalized liability on a balance sheet of such Person prepared in conformity
with GAAP.  Notwithstanding the foregoing and Section 1.3 (Accounting Terms and
Principles) hereof, any obligations of a Person under a lease (whether
now existing or entered into after the date hereof) that is not (or would not
be) a Capital Lease under GAAP as in effect on the Closing Date, shall not be
treated as a Capital Lease solely as a result of the adoption of changes in GAAP
outlined by FASB in its press release dated March 19, 2009.




“Capital Lease Obligations”
means, with respect to any Person, the capitalized amount of all Consolidated
obligations of such Person or any of its Subsidiaries under Capital Leases
determined in accordance with GAAP.




“Cash Collateral Account”
means any Deposit Account or Securities Account that is (a) established by
the Administrative Agent from time to time in its sole discretion to receive
cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds
received) from the Loan Parties or Persons acting on their behalf pursuant to
the Loan Documents, (b) with such depositaries and securities
intermediaries as the Administrative Agent may determine in its sole discretion,
(c) in the name of the





-5-
 Administrative
Agent (although such account may also have words referring to any Loan Party and
the account’s purpose), (d) under the control of the Administrative Agent
and (e) in the case of a Securities Account, with respect to which the
Administrative Agent shall be the Entitlement Holder and the only Person
authorized to give Entitlement Orders with respect thereto.




“Cash Equivalents” means each
the following:




(a) (i) securities
issued or fully guaranteed or insured by the United States federal government or
any agency thereof and (ii) securities owned by a Foreign Non-Guarantor and
issued, fully guaranteed or insured by the United Kingdom or any agency or
instrumentality thereof (as long as that the full faith and credit of the United
Kingdom is pledged in support of those securities);




(b) (i) certificates
of deposit, eurodollar time deposits, overnight bank deposits and bankers’
acceptances (in each case, at the time of acquisition, that are rated at least
“A-1” by S&P or
“P-1” by Moody’s) of
any commercial bank that is organized under the laws of the United States of
America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States of America, any state thereof or the District of Columbia, and is
a member of the Federal Reserve System, having combined capital and surplus of
at least $1,000,000,000 and (ii) certificates of deposit, eurodollar time
deposits, banker’s acceptances and overnight bank deposits of any foreign bank,
or its branches or agencies (fully protected against currency fluctuations),
having capital and surplus in excess of $500,000,000 and a Thomson BankWatch
Rating of at least “B” and owned by any Foreign Non-Guarantor;




(c)  repurchase
obligations with a term of not more than seven days with respect to securities
of the types described in clause (a) or (b) above of a Person
permitted to make Investments in such securities pursuant to such clauses and
with a Lender or any Affiliate thereof or a financial institution meeting the
definition of clause (b) or (c) of the definition of
“Eligible Assignee”;




(d) (i) commercial
paper of an issuer rated at least “A-1” by S&P or “P-1” by Moody’s and
(ii) commercial paper owned by a Foreign Non-Guarantor of an issuer having
the highest rating obtainable from S&P or Moody’s; and




(e) (i) shares
of any money market fund that (A) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (a) through
(d) above, (B) has
net assets whose Dollar Equivalent exceeds $500,000,000 and (C) is rated at
least “A-1” by S&P
or “P-1” by Moody’s and
(ii) shares owned by a Foreign Non-Guarantor of any money market fund that
has at least 95% of its assets invested continuously in the types of investments
referred to in clauses (a) through
(d) above;




provided, however, that (x) the
maturities of all obligations of the type specified in clauses (a) through
(e) above shall not
exceed the lesser of the time specified in such clauses and (A) in the case
of obligations owned by a Foreign Non-Guarantor, 180 days and
(B) otherwise, 360 days and (y) “Cash Equivalents” shall not
include Securities of the Parent and its Subsidiaries, Joint Ventures of any of
them and any Affiliate or Approved Fund of any of the foregoing.




“Cash Interest Expense” means,
with respect to any Person for any period, the Interest Expense of such Person
for such period less the sum of, without duplication and in each case determined
on a Consolidated basis for such Person and its Subsidiaries and included in
such sum only to the extent





-6-
 included
in the calculation of Interest Expense, (a) the Non-Cash Interest Expense
of such Person for such period, (b) any fees (including underwriting fees)
and expenses paid by such Person or its Consolidated Subsidiaries during such
period in connection with the consummation of the Transactions, (c) any
premiums paid and consent payments made in connection with the tender offer for
the Existing Senior Subordinated Notes during such period, (d) any fees
(including underwriting fees) and expenses paid by such Person or its
Consolidated Subsidiaries during such period in connection with the consummation
of any Permitted Acquisition or Sale of Business permitted hereunder,
(e) any upfront fee and other cash payments made during such period by the
Borrower as a condition to the execution of any Interest Rate Contract permitted
hereunder to other parties to such Interest Rate Contract as consideration
required by such other parties to enter into such Interest Rate Contract,
(f) any fees paid during such period by or on behalf of the Borrower to any
Agent pursuant to any Fee Letter, (g) any Consolidated net cash gain of
such Person and its Subsidiaries under Interest Rate Contracts for such period
and (h) any Consolidated interest income of such Person and its
Subsidiaries for such period.




“CERCLA” has the meaning given
to such term in the definition of “Environmental Laws”.




“Change of Control” means the
occurrence of any event, transaction or occurrence as a result of which any of
the following occurs:




(a)  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act, including any group acting for the purpose of acquiring,
holding, voting or disposing of Securities within the meaning of Rule
13d-5(b)(1) of the Exchange Act) shall become the “beneficial owner” (as defined
in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, except that each Person
will be deemed to have “beneficial ownership” of all Stock and Stock Equivalents
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of Stock
and Stock Equivalents of the Parent representing more than 30% of the voting
power or economic interests of all Stock and Stock Equivalents of the
Parent;




(b) 
during any period of twelve consecutive calendar months, individuals who, at the
beginning of such period, constituted the board of directors (or similar
governing body) of the Parent (together with any directors whose election by the
board of directors of the Parent or whose nomination for election by the members
of the Parent was approved by a vote of at least a majority of the directors (or
members of a similar governing body) then still in office who either were
directors at the beginning of such period or whose elections or nomination for
election was previously so approved) cease for any reason other than death or
disability to constitute a majority of the directors (or members of a similar
governing body) then in office;




(c)  the
Parent shall cease to own and control, directly or through one or more
Wholly-Owned Subsidiaries, all of the economic and voting rights associated with
all of the outstanding Stock of the Borrower; or




(d)  any
“Change of Control” under and as defined in the Senior Notes Indenture or any
term of similar import under any Senior Notes Document.




“Change of Law” has the
meaning specified in Section
2.14(c) (Special Provisions Governing Eurodollar Rate
Loans).




“Closing Date” means March 24,
2010.




-7-


“Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time.




“Collateral” means all
property and interests in property and proceeds thereof now owned or hereafter
acquired by any Loan Party in or upon which a Lien is granted under any
Collateral Document.




“Collateral Documents” means
the Pledge and Security Agreement, the Foreign Collateral Documents, the
Mortgages (if any are executed after the Closing Date), the Deposit Account
Control Agreements, the Securities Account Control Agreements and any other
document executed and delivered by a Loan Party granting a Lien on any of its
property to secure payment of the Secured Obligations.




“Commercial Letter of Credit”
means any Letter of Credit that is drawable upon presentation of documents
evidencing the sale or shipment of goods purchased by the Parent or any of its
Subsidiaries in the ordinary course of its business.




“Commitment” means, with
respect to any Lender, such Lender’s Revolving Credit Commitment and Term Loan
Commitment, and “Commitments” means the
aggregate Revolving Credit Commitments and Term Loan Commitments of all
Lenders.




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




“Compliance Certificate” has
the meaning specified in Section 6.1(d) (Financial
Statements).




“Consolidated” means, with
respect to any Person, the consolidation of accounts of such Person and its
Subsidiaries in accordance with GAAP.




“Consolidated Current Assets”
means, with respect to any Person at any date, the total Consolidated current
assets (other than cash and Cash Equivalents) of such Person and its
Subsidiaries at such date, excluding any credit for deferred federal, state,
local and foreign income tax.




“Consolidated Current
Liabilities” means, with respect to any Person at any date, all
liabilities of such Person and its Subsidiaries at such date that should be
classified as current liabilities on a Consolidated balance sheet of such Person
and its Subsidiaries, but excluding, in the case of the Parent, and only to the
extent included in current liabilities of the Parent and its Subsidiaries on a
Consolidated balance sheet thereof, the sum of, without duplication,
(a) the principal amount of any current portion of long-term Consolidated
Financial Covenant Debt of such Person, (b) the then outstanding principal
amount of the Loans, (c) the current portion of any accrued and unpaid
interest on any Indebtedness described under clause (a) or (b) above and
(d) liabilities for deferred federal, state, local and foreign income
tax.




“Consolidated Net Income”
means, for any Person for any period, the Consolidated net income (or loss) of
such Person and its Subsidiaries for such period; provided, however, that (a) the
net income of any other Person in which such Person or one of its Subsidiaries
has a joint interest with a third party (which interest does not cause the net
income of such other Person to be Consolidated into the net income of such
Person) shall be included only to the extent of the amount of dividends or
distributions paid to such Person or Subsidiary, (b) the net income of any
Subsidiary of such Person that (i) is a Loan Party and that is subject to
any consensual restriction or limitation on the payment of dividends or the
making of other distributions shall be excluded to the extent of such
restriction or limitation or (ii) is not a Loan Party and that is subject
to any restriction or limitation (whether or not consensual) on the payment of
dividends or the making of other distributions shall be excluded to the extent
of such restriction or





-8-
 limitation,
(c) extraordinary, unusual or non-recurring gains and losses and any
one-time increase or decrease to net income that is required to be recorded
because of the adoption of new accounting policies, practices or standards
required by GAAP shall be excluded, (d) gains and losses from businesses
reflected on the Financial Statements of such Person as discontinued operations
shall be excluded and (e) any restructuring charges or other non-recurring fees,
costs or expenses incurred (x) in connection with the Transactions or (y)
incurred prior to the Closing Date (including, with respect to the Fiscal
Quarter ended September 30, 2009, up to $2,500,000 in the aggregate in respect
of restructuring expenses and expenses incurred in connection with the
replacement of the chief executive officer of the Parent) shall be
excluded.




“Constituent Documents” means,
with respect to any Person, (a) the articles of incorporation, certificate
of incorporation, constitution or certificate of formation (or the equivalent
organizational documents) of such Person, (b) the by-laws, operating
agreement (or the equivalent governing documents) of such Person and
(c) any document setting forth the manner of election and obligations of
the directors or managing members of such Person (if any) and the designation,
amount or relative rights, limitations and preferences of any class or series of
such Person’s Stock.




“Contaminant” means any
chemicals, material, substance, waste, pollutant, contaminant, constituent in
any form, including any petroleum or petroleum-derived substance or waste,
asbestos and polychlorinated biphenyls, regulated or which can give rise to
liability under any Environmental Law.




“Contractual Obligation” of
any Person means any obligation, agreement, undertaking or similar provision of
any Security issued by such Person or of any agreement, undertaking, contract,
lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan
Document) to which such Person is a party or by which it or any of its property
is bound or to which any of its property is subject.




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




“Corporate Chart” means a
corporate organizational chart, list or other similar document in each case in
form reasonably acceptable to the Administrative Agent and setting forth, for
each Person that is a Loan Party, that is subject to Section 7.11 (Additional Collateral
and Guaranties) or that is a Subsidiary or Joint Venture of any of them,
(a) the full legal name of such Person (and any trade name, fictitious name
or other name such Person operates under at such time), (b) the
jurisdiction of organization, the organizational number (if any) and the tax
identification number (if any) of such Person, (c) the location of such
Person’s chief executive office (or sole place of business) and (d) the
number of shares of each class of such Person’s Stock authorized (if
applicable), the number outstanding as of the date of delivery and the number
and percentage of such outstanding shares for each such class owned (directly or
indirectly) by any Loan Party or any Subsidiary of any of them.




“Customary Permitted Liens”
means, with respect to any Person, any of the following Liens, in each case as
long as no such Lien secures any Indebtedness for borrowed money:




(a)  Liens
with respect to the payment of taxes, assessments or governmental charges in
each case that are not overdue by more than 30 days or that can be paid without
penalty or that are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves or other appropriate provisions are
being maintained to the extent required by GAAP, which proceedings have the
effect during their pendency of preventing the forfeiture or sale of the
property or assets subject to any such Lien;




-9-


(b)  Liens
of landlords arising by statute (or, with the Administrative Agent’s consent, by
contract) and liens of suppliers, mechanics, carriers, materialmen, warehousemen
or workmen and other liens imposed by law (including, as applicable, under
Article 2 of the uniform commercial code of any state of the United States
or the District of Columbia and similar laws) created in the ordinary course of
business for amounts not overdue by more than 30 days or that are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained to the
extent required by GAAP;




(c)  pledges
and cash deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment or other insurance obligations or other
types of social security benefits or similar legal obligations or to secure the
performance of bids, statutory obligations, public obligations to any
Governmental Authority, tenders, sales, contracts (other than for the repayment
of borrowed money) and surety, customs or performance bonds;




(d)  encumbrances
arising by reason of zoning restrictions, easements, licenses, building codes,
land-use restrictions, reservations, covenants, rights-of-way, utility
easements, building restrictions and other similar encumbrances on the use of
real property not materially detracting from the value of such real property or
not materially interfering with the ordinary conduct of the business conducted
and proposed to be conducted at such real property;




(e)  Liens
arising under leases or subleases of real property that do not, in the
aggregate, materially detract from the value of such real property or interfere
with the ordinary conduct of the business conducted and proposed to be conducted
at such real property;




(f) 
Liens, pledges and cash deposits to secure any appeal bond with respect to any
judgment or order (or similar process) or Liens otherwise granted as part of
such judgment or order (or similar process), in each case to the extent no Event
of Default exists as a result of such Lien, judgment or order;




(h)  rights
of setoff, banker’s liens and similar rights in favor of a banking institution
that arise as a matter of law, encumber deposits and are within the general
parameters customary in the banking industry; and




(i)  Liens
that might be deemed to exist on the assets subject to a repurchase agreement
constituting a Cash Equivalent permitted hereunder, if such Liens are deemed to
exist solely because the existence of such repurchase agreement.




“Debt Issuance” means the
incurrence of Indebtedness of the type specified in clause (a) or (b) of the definition of
“Indebtedness” by the Parent or any of its Subsidiaries.




“Debtor Relief Laws” means the
Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Requirement of Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.




“Default” means any event
that, with the passing of applicable grace periods or the giving of notice or
both, would become an Event of Default if not cured or waived.




“Defaulting Lender” means,
subject to Section 2.18(b)
(Defaulting Lenders), any Lender that, as reasonably determined by the
Administrative Agent, (a) has failed to perform any of its funding





-10-
 obligations
hereunder,  including in respect of its Loans or participations in
respect of Letters of Credit or Swing Loans, within three Business Days of the
date required to be funded by it hereunder unless such Lender’s failure is based
on such Lender’s reasonable and good faith determination that the conditions
precedent to funding such obligation under this Agreement have not been
satisfied and such Lender has notified the Administrative Agent in writing of
the same, (b) has notified the Borrower or any Agent in writing that it does not
intend to comply with any such funding obligations or has made a public
statement to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit; provided that in the event
any Term Loan Lender has made a public statement on or prior to the Closing Date
or any Facilities Increase Date to the effect that it does not intend to comply
with its funding obligations hereunder with respect to its Term Loan Commitment
as of such date, to the extent such Term Loan Lender actually satisfies such
Term Loan Commitment in full as of the Closing Date or as of such later date
when such Borrowing of Incremental Term Loans is consummated, as applicable,
such Term Loan Lender, in its capacity as such, shall not be deemed to be a
“Defaulting Lender” solely by virtue of such statement, (c) has failed, within
three Business Days after written request by the Administrative Agent, to
confirm in a manner reasonably satisfactory to the Administrative Agent, that it
will comply with such funding obligations, or (d) has, or has a direct or
indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or a custodian appointed for it,
or (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall
not be a Defaulting Lender solely by virtue of the ownership or acquisition of
any Stock or Stock Equivalents in such Lender or any direct or indirect parent
company thereof by a Governmental Authority.




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




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




“Disclosure Documents” means,
collectively, (a) the confidential information memoranda and related
materials prepared in connection with the syndication of the Facilities,
(b) the Senior Notes Offering Memorandum and (c) on and after the
issuance of any Additional Permitted Debt, any offering memoranda, information
memoranda and similar documentation distributed to prospective participants in a
syndication or an offering in respect thereof.




“Discount Range” has the
meaning specified in Section
2.8(c)(ii) (Optional Prepayments).




“Discounted Prepayment Option
Notice” has the meaning specified in Section 2.8(c)(ii) (Optional
Prepayments).




“Discounted Voluntary
Prepayment” has the meaning specified in Section 2.8(c)(i) (Optional
Prepayments).




“Discounted Voluntary Prepayment
Notice”has
the meaning specified in Section 2.8(c)(v) (Optional
Prepayments).




“Disqualified Stock” means any
Stock of the Parent that, by its terms (or by the terms of any Security into
which it is convertible or for which it is exchangeable, in either case at the
option of the holder thereof) or otherwise (a) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (b) is or
may become redeemable or repurchaseable at the option of the holder thereof,





-11-
 in whole
or in part, (c) is Indebtedness or is convertible or exchangeable at the
option of the holder thereof for Indebtedness or Disqualified Stock, in each of
clause (a), (b) and (c) coming due sooner than
the first anniversary of the then Latest Maturity Date; provided, however, that only the
portion of Stock which so matures or is so mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date, shall be deemed to be Disqualified Stock; and provided, further, that any Stock that
would constitute “Disqualified Stock” solely because the holders thereof have
the right to require the Parent or any of its Subsidiaries to repurchase such
Stock upon the occurrence of a change of control or asset sale shall not
constitute Disqualified Stock if the terms of such Stock (and all such
Securities into which it is convertible or for which it is exchangeable) provide
that none of the Parent or its Subsidiaries may repurchase or redeem any such
Stock (or any such Securities into which it is convertible or for which it is
exchangeable) pursuant to such provision prior to the payment in full of the
Secured Obligations.




“Disqualified Stock Document”
means any agreement, certificate, power of attorney, or other document relating
to any Disqualified Stock.




“Dollar Equivalent” of any
amount means, at the time of determination thereof, (a) if such amount is
expressed in Dollars, such amount, (b) if such amount is expressed in an
Alternative Currency, the equivalent of such amount in Dollars determined by
using the rate of exchange quoted by Bank of America in New York, New York at
11:00 a.m. (New York time) on the date of determination (or, if such date is not
a Business Day, the last Business Day prior thereto) to prime banks in New York
for the spot purchase in the New York foreign exchange market of such amount of
Dollars with such Alternative Currency and (c) if such amount is
denominated in any other currency, the equivalent of such amount in Dollars as
determined by the Administrative Agent using any method of determination it
reasonably deems appropriate.




“Dollars” and the sign “$” each mean the lawful money
of the United States of America.




“Domestic Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending
Office” opposite its name on Schedule II (Applicable Lending
Offices and Addresses for Notices) or on the Assignment and Acceptance by
which it became a Lender or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Administrative
Agent.




“Domestic Person” means any
“United States person”
under and as defined in Section 7701(a)(30) of the Code.




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




“EBITDA” means, with respect
to any Person for any period,




(a)  Consolidated
Net Income of such Person for such period plus




(b)  the
sum of, in each case (other than in the case of clause (xii) below) to
the extent included in the calculation of such Consolidated Net Income as a
reduction thereof but without duplication, the following:




(i) 
any provision for federal, state, local and foreign income tax, franchise taxes
and state single business unitary and similar taxes imposed in lieu of income
tax;




-12-


(ii) Interest
Expense;




(iii) 
[Reserved];




(iv) 
depreciation, depletion and amortization expenses;




(v)  
cash expenses made during such period in connection with any Permitted
Acquisition for which such Person or its Consolidated Subsidiaries have received
during such period indemnification payments in respect of any Permitted
Acquisition, to the extent reimbursed by third parties that are not Affiliates
of such Person or any of its Consolidated Subsidiaries;




(vi) 
fees and expenses paid during such period in connection with the exchange of the
Senior Notes for notes registered with the Securities and Exchange
Commission;




(vii) 
any aggregate net loss in such period from the sale, exchange or other
disposition of capital assets (other than dispositions of inventory in the
ordinary course of business) by such Person or any of its Consolidated
Subsidiaries in an amount not to exceed $20,000,000 in the aggregate for all
such periods;




(viii) any write-off made in
such period of deferred financing costs;




(ix) 
earn-out obligations incurred in connection with any Permitted Acquisition and
paid or accrued during such period;




(x) 
tender premium, consent solicitation fee and other fees (including underwriting
fees) and expenses paid by such Person or its Consolidated Subsidiaries during
such period in connection with the consummation of the
Transactions;




(xi) 
all other non-cash charges and non-cash losses for such period, including the
amount of any compensation deduction as the result of any grant of Stock or
Stock Equivalents to employees, officers, directors or consultants;




(xii) 
payments received by such Person or any of its Consolidated Subsidiaries from
business interruption insurance; and




(xiii) 
reasonable fees, costs and expenses relating to any Asset Sales permitted
hereunder (whether or not such transaction is consummated); and
minus




(c)  the
sum of, in each case, to the extent included in the calculation of such
Consolidated Net Income as an increase thereto but without duplication, each of
the following:




(i) 
any credit for income tax;




(ii) 
Consolidated net gains of such Person and its Subsidiaries under Interest Rate
Contracts for such period;




(iii) 
any Consolidated interest income of such Person and its Subsidiaries for such
period;




-13-


(iv) 
[Reserved];




(v) 
any aggregate net gain in such period (but not any aggregate net loss) from the
sale, exchange or other disposition of capital assets by such Person or any of
its Consolidated Subsidiaries (other than dispositions of inventory in the
ordinary course of business);




(vi) 
any cash refund of any payment in such period of any item described in clause (b) above which
payment or item was added to Consolidated Net Income in the calculation of
EBITDA by reason of such clause either in such period or in any prior period;
and




(vii) 
any other non-cash gains or other items which have been added in determining
Consolidated Net Income of such Person for such period, including any reversal
of a change referred to in clause (b)(xi) above by
reason of a decrease in the value of any Stock or Stock Equivalent.




“Eligible Assignee” means any
Person that meets the requirements to be an assignee under Section 11.2(a) (Assignments and
Participations) (subject to such consents, if any, as may be required
under Section 11.2(a)
(Assignments and Participations)); provided that none of (i) any
Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
Lender hereunder, would constitute any of the foregoing Persons described in
this clause (i); (ii)
any natural person; or (iii) any Purchasing Borrower Party shall be deemed
to be an Eligible Assignee.




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




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




“Environmental Laws” means all
applicable Requirements of Law now or hereafter in effect and as amended or
supplemented from time to time, relating to pollution or the regulation and
protection of human or animal health, safety, the environment or natural
resources, including the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.) (“CERCLA”); the Hazardous
Material Transportation Act, as amended (49 U.S.C. § 5101 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C.
§ 136 et seq.)
(“FIFRA”); the Resource
Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance
Control Act, as amended (15 U.S.C. § 2601 et seq.); the Clean Air Act,
as amended (42 U.S.C. § 7401 et seq.); the Federal Water
Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational
Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking
Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their
state and local counterparts or equivalents and any transfer of ownership
notification or approval statute, including the Industrial Site Recovery Act
(N.J. Stat. Ann. § 13:1K-6 et seq.).




“Environmental Liabilities and
Costs” means, with respect to any Person, all liabilities, obligations,
responsibilities, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all fees,
disbursements and expenses of counsel, experts and consultants and costs of
investigation and feasibility studies), fines, penalties, sanctions and interest
incurred as a result of any claim or demand by any other Person, whether based
in contract, tort, implied or express warranty, strict liability, criminal or
civil statute and whether arising under any Environmental Law, Permit, order or
agreement with any Governmental Authority or other Person, in each case relating
to any alleged violation of any Environmental Law, or to any environmental,
health or safety condition or to any Release or threatened Release.




-14-


“Environmental Lien” means any
Lien in favor of any Governmental Authority for Environmental Liabilities and
Costs.




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




“Equity Issuance” means any
issue or sale of any Stock or Stock Equivalent of the Parent or any Subsidiary
of the Parent by the Parent or any such Subsidiary to any Person other than the
Parent or any such Subsidiary (or any Joint Venture of any of them), in each
case other than any issuance of common Stock of the Parent (a) that
constitutes Nominal Shares or (b) occurring in the ordinary course of
business to any director, member of the management or employee of the Parent or
its Subsidiaries.




“Equity Issuance Notice”
means, with respect to any Equity Issuance, a notice from the Parent to the
Administrative Agent delivered on or before the date of consummation of such
Equity Issuance (a) that the Parent (directly or indirectly through one of
its Subsidiaries or Permitted Joint Venture) intends and expects to use Net Cash
Proceeds of such Equity Issuance identified in such notice and
(b) identifying separately (i) the portion of the Net Cash Proceeds of
such Equity Issuance that is anticipated to be used to make Investments
permitted under Section 8.3(m)
(Investments) and (ii) the portion of the Net Cash Proceeds of such
Equity Issuance that is anticipated to be used to make Permitted Acquisitions,
and identifying each Permitted Acquisition to be made therewith.




“ERISA” means the United
States Employee Retirement Income Security Act of 1974.




“ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control or treated
as a single employer with the Parent or any of its Subsidiaries within the
meaning of Section 414(b), (c), (m) or (o) of the Code.




“ERISA Event” means (a) a
reportable event described in Section 4043(c)(1), (2), (3), (5), (6), (8)
or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan,
(b) the withdrawal of the Parent, any of its Subsidiaries or any ERISA
Affiliate from a Title IV Plan subject to Section 4063 of ERISA during
a plan year in which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of
the Parent, any of its Subsidiaries or any ERISA Affiliate from any
Multiemployer Plan, (d) notice of reorganization or insolvency of a
Multiemployer Plan, (e) the filing of a notice of intent to terminate a
Title IV Plan or the treatment of a plan amendment as a termination under
Section 4041 of ERISA, (f) the institution of proceedings to terminate
a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to
make any required contribution to a Title IV Plan or Multiemployer Plan,
(h) the imposition of a lien under Section 412 of the Code or
Section 302 of ERISA on the Parent or any of its Subsidiaries or any ERISA
Affiliate or (i) any other event or condition that might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Title IV
Plan or Multiemployer Plan or the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA or (j) the aggregate unfunded vested
benefits (as determined under Section 4006(a)(3)(E)(iii) of all Title IV
Plans (disregarding Title IV Plans with no unfunded vested benefits) exceed
$50,000,000 and the funded vested benefit percentage of such Title IV Plan
is less than 90 percent.




“Eurodollar Base Rate” means,
for such Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent from
time to time) at approximately 11:00 a.m., London time, two London Banking Days
prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period.  If such rate is not available at such time for
any





-15-
 reason,
then the “Eurodollar Base Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two London Banking Days prior to the commencement of such Interest
Period.  Notwithstanding the foregoing, for purposes of determining
the Base Rate under clause (c) of the definition thereof, the rates referred to
above shall be the rates as of 11:00 a.m., London, England time, on the date of
determination (rather than two London Banking Days preceding the date of
determination).




“Eurodollar Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Eurodollar Lending
Office” opposite its name on Schedule II (Applicable Lending
Offices and Addresses for Notices) or on the Assignment and Acceptance by
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office) or such other office of such Lender as such Lender may from time
to time specify to the Borrower and the Administrative Agent.




“Eurodollar Rate” means for
any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum
determined by the Administrative Agent pursuant to the following
formula:


Eurodollar
      Rate  =
            Eurodollar Base Rate1.00
      – Eurodollar Reserve Percentage





In no
event shall the Eurodollar Rate be less than 1.50%.




“Eurodollar Rate Loan” means
any Loan that, for an Interest Period, bears interest based on the Eurodollar
Rate.




“Eurodollar Reserve
Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the Federal Reserve Bank for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently referred to
as “Eurocurrency
liabilities”).  The Eurodollar Rate for each outstanding
Eurodollar Rate Loan shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.




“Event of Default” has the
meaning specified in Section
9.1 (Events of Default).




“Excess Cash Flow” means, for
any period, each calculated on a Consolidated basis, (a) EBITDA of the
Parent for such period plus (b) the sum of,
without duplication, (i) the excess, if any, of the Working Capital of the
Parent at the beginning of such period over the Working Capital of the Parent at
the end of such period and (ii) any cash refund of any payment or expense
set forth in clause (c) below for
which credit was given pursuant to such clauses in prior periods, minus (c) the sum
(without duplication, including duplications that may occur because of the
inclusion of any of the following in the calculation of any defined term used
below) of all of the following:




(i) 
scheduled and mandatory cash principal payments on the Loans during such
period;




-16-


(ii) 
cash principal payments made by the Parent or any of its Subsidiaries during
such period on other Indebtedness to the extent such other Indebtedness and
payments are permitted by this Agreement;




(iii) 
scheduled cash payments made by the Parent or any of its Subsidiaries on Capital
Lease Obligations during such period to the extent such Capital Lease
Obligations and payments are permitted by this Agreement;




(iv) 
Unfinanced Capital Expenditures made by the Parent or any of its Subsidiaries
during such period to the extent permitted by this Agreement;




(v) 
cash payments of federal, state, local and foreign income tax, franchise taxes
and state single business unitary and similar taxes imposed in lieu of income
tax made during such period by Parent or any of its Subsidiaries;




(vi) 
cash Restricted Payments permitted to be made in reliance upon Section 8.5(c) (Restricted
Payments) for the sole purpose of funding cash payments made during such
period to any then existing or former director, officer or employee of Parent or
any of its Subsidiaries or their respective assigns, estates, heirs or their
current or former spouses for the repurchase, redemption or other acquisition or
retirement for value of any of their Stock or Stock Equivalents of
Parent;




(vii) 
cash payments (other than in respect of taxes, which are governed by clause (v) above) made
during such period for any liability which accrual in a prior period did not
reduce EBITDA and therefore increased Excess Cash Flow in such prior period (and
there was no other reduction to EBITDA or Excess Cash Flow related to such
payment);




(viii) 
Cash Interest Expense made during such period (plus, but only to the extent
subtracted from Interest Expense in the calculation of Cash Interest Expense,
any fees and expenses described in clauses (b) through
(e) of the definition
of “Cash Interest Expense”);




(ix) 
all cash expenses made during such period, to the extent such cash expenses were
added back to Consolidated Net Income in the calculation of EBITDA pursuant to
clauses (b)(v),
(vi), (vii), (ix) and (x) of the definition of
“EBITDA”; and




(x) 
the excess, if any, of the Working Capital of the Parent at the end of such
period over the Working Capital of the Parent at the beginning of such
period.




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




“Excluded Foreign Subsidiary”
means (a) any Subsidiary that is not a Domestic Subsidiary in respect of
which either (i) the pledge of all of the Stock of such Subsidiary as
Collateral to secure payment of the Secured Obligations, or (ii) such
Subsidiary entering into Guaranty Obligations in respect of the Secured
Obligations, could reasonably be expected, in the good faith judgment of the
Parent, result in materially adverse tax consequences to any Loan Party or any
Subsidiary of any Loan Party, unless, in the case of clauses (i) and (ii), such Subsidiary has
entered into Guaranty Obligations in respect of the Senior Notes Indenture or
other Indebtedness of any Loan Party having substantially similar tax
consequences, or (b) Prestige Brands (UK) Limited and Wartner USA
B.V.




-17-


“Existing Credit Agreement”
means, as amended to the date hereof, that certain Credit Agreement, dated as of
April 6, 2004, by and among the Borrower, as borrower, and the financial
institutions from time to time party thereto as agents and lenders.




“Existing Senior Subordinated
Notes” has the meaning specified in the recitals hereto.




“Existing Senior Subordinated Notes
Redemption Date” has the meaning specified in Section 3.1(d) (Conditions Precedent
to Initial Loans and Letters of Credit).




“Existing Senior Subordinated Notes
Trustee” has the meaning specified in the recitals hereto.




“Facilities” means
(a) the Term Loan Facility and (b) the Revolving Credit
Facility.




“Facilities Increase” has the
meaning specified in Section
2.1(c) (The Commitments).




“Facilities Increase Date” has
the meaning specified in Section 2.1(c) (The
Commitments).




“Facilities Increase Notice”
means a notice from the Borrower to the Administrative Agent requesting a
Facilities Increase, which may include any proposed term and condition for such
proposed Facilities Increase but shall include in any event the amount of such
proposed Facilities Increase.




“Fair Market Value” means
(a) with respect to any asset or group of assets (other than a marketable
Security) of any Loan Party at any date that are the object of a transaction or
series of transactions, the value of the consideration obtainable in a sale of
such asset at such date or on the date of such transaction or series of
transactions assuming a sale by a willing seller to a willing purchaser, neither
of which is under pressure or compulsion to complete the transaction and both of
which are dealing at arm’s length, having regard to the nature and
characteristics of such asset, as reasonably determined by the board of
directors (or equivalent governing body) of such Loan Party (unless the Dollar
Equivalent of such consideration is equal to or less than $5,000,000, as
determined by a Responsible Officer of the Borrower) or, if such asset shall
have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have
not materially changed since its date, the value set forth in such appraisal and
(b) with respect to any marketable Security at any date, the closing sale
price of such Security on the Business Day next preceding such date, as
appearing in any published list of any national securities exchange or the
NASDAQ Stock Market or, if there is no such closing sale price of such Security,
the final price for the purchase of such Security at face value quoted on such
Business Day by a financial institution of recognized standing regularly dealing
in Securities of such type and selected by the Administrative
Agent.




“Federal Funds Rate” means,
for any period, a fluctuating interest rate per annum equal for each day during
such period to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received and
determined by the Administrative Agent.




“Federal Reserve Board” means
the Board of Governors of the United States Federal Reserve System, or any
successor thereto.




-18-


“Fee Letters” means (a) the
fee letter, dated as of the date hereof, among the Borrower, the Parent and the
Administrative Agent, (b) the fee letter, dated as of the date hereof, among the
Borrower, the Parent and the Arrangers and (c) any additional fee letter entered
into as part of a Facilities Increase and executed by, among others, the
Administrative Agent.




“FIFRA” shall have the meaning
given to such term in the definition of “Environmental Laws”.




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




“Financial Covenant Debt” of
any Person means Indebtedness of such Person and its Subsidiaries of the type
specified in clauses (a), (b) (other than contingent
obligations also of the type specified in clause (c) of such
definition), (d), (e), (f) and (h) of the definition of
“Indebtedness” and non-contingent of obligations of the type specified in clause (c) of such
definition, in each case to the extent each such item would be classified as
“indebtedness” on a Consolidated balance sheet of such Person.




“Financial Statements” means
the financial statements of the Parent and its Subsidiaries delivered in
accordance with Section 4.4
(Financial Statements) and Section 6.1 (Financial
Statements).




“Fiscal Quarter” means each of
the three-month periods ending on March 31, June 30, September 30
and December 31.




“Fiscal Year” means the
twelve-month period ending on March 31.  The Fiscal Year 2011 is
the Fiscal Year ending March 31, 2011.




“Flood Insurance Laws” means,
collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter
in effect or any successor statute thereto, (ii) the Flood Disaster Protection
Act of 1973 as now or hereafter in effect or any successor statute thereto,
(iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in
effect or any successor statute thereto and (iv) the Flood Insurance Reform Act
of 2004 as now or hereafter in effect or any successor statute
thereto.




“Foreign Collateral Documents”
means (i) the Share Mortgage between Prestige Brands International, Inc.
and the Administrative Agent and (ii) any other document executed and
delivered by a Loan Party granting a Lien on any of its property to secure
payment of the Secured Obligations under any law other than United States
federal, state or local law.




“Foreign IP Subsidiary” means
one or more Wholly-Owned Subsidiaries of any Loan Party (a) that is
incorporated in Ireland, Switzerland or other jurisdictions reasonably
acceptable to the Administrative Agent, (b) whose Stock and Stock
Equivalents shall be pledged to the Administrative Agent to the extent required
pursuant to Section 7.11
(Additional Collateral and Guaranties) and (c)(i) whose Constituent
Documents do not prevent or otherwise limit, and whose jurisdiction of
organization and applicable Requirements of Law do not prevent or otherwise
limit, the granting of Requisite Priority Liens to the Administrative Agent on
65% of the Stock of such Wholly-Owned Subsidiaries, foreclosure under such
Requisite Priority Liens or any other exercise of remedies similar to the
remedies set forth in the Pledge and Security Agreement in respect of capital
stock and (ii) whose Constituent Documents do not prevent or otherwise
limit (except to the extent required by applicable Requirements of Law), any
payment by any Wholly-Owned Subsidiary to any Loan Party (whether directly or
indirectly through any Wholly-Owned Subsidiary).




“Foreign IP Transfer” means
the transfer to one or more Foreign IP Subsidiaries of (a) any Intellectual
Property to the extent registered in any jurisdiction other than the United
States or any





-19-
 State
thereof or the District of Columbia or (b) any unregistered Intellectual
Property and all rights under manufacturing, distribution and other contracts,
in each case to the extent such Intellectual Property and rights are used in or
otherwise related to the development, marketing, manufacturing, packaging,
handling, distribution or sale of products sold only outside of the United
States.




“Foreign Non-Guarantor” means
any Non-Guarantor that is not organized under the laws of any State of the
United States of America or the District of Columbia.




“Fronting Exposure” means, at
any time there is a Defaulting Lender, (a) with respect to an Issuer, such
Defaulting Lender’s Ratable Portion of the outstanding Letter of Credit
Obligations other than Letter of Credit Obligations as to which (i) such
Defaulting Lender’s participation obligation has been reallocated pursuant to
Section
2.18(a)(iv)(Defaulting
Lenders), or (ii) cash collateral or other credit support acceptable to
the Letter of Credit Issuer shall have been provided in accordance with Section 2.4 (Letters of
Credit), and (b) with respect to the Swing Loan Lender, such Defaulting
Lender’s Ratable Portion of Swing Loans other than Swing Loans as to which (i)
such Defaulting Lender’s participation obligation has been reallocated pursuant
to Section
2.18(a)(iv)(Defaulting
Lenders), or (ii) cash collateral or other credit support acceptable to
the Swing Line Lender shall have been provided in accordance with Section 2.3 (Swing
Loans).




“Fund” means any Person (other
than a natural person) that is or will be engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.




“GAAP” means generally
accepted accounting principles in the United States of America as in effect from
time to time set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board,
or in such other statements by such other entity as may be in general use by
significant segments of the accounting profession, that are applicable to the
circumstances as of the date of determination.




“Governmental Authority” means
any nation, sovereign or government, any state or other political subdivision
thereof and any entity or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
any central bank or stock exchange.




“Guarantor” means the Parent
and each Subsidiary Guarantor.




“Guaranty” means the guaranty,
in substantially the form of Exhibit H (Form of
Guaranty), executed by the Guarantors.




“Guaranty Obligation” means,
as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person with respect to any Indebtedness of another Person, if
the purpose or intent of such Person in incurring the liability is to provide
assurance to the obligee of such Indebtedness that such Indebtedness will be
paid or discharged, that any agreement relating thereto will be complied with,
or that any holder of such Indebtedness will be protected (in whole or in part)
against loss in respect thereof, including (a) the direct or indirect
guaranty, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of Indebtedness of another Person and (b) any liability of
such Person for Indebtedness of another Person through any agreement (contingent
or otherwise) (i) to purchase, repurchase or otherwise acquire such
Indebtedness or any security therefor or to provide funds for the payment or
discharge of such Indebtedness (whether in the form of a loan, advance, stock
purchase, capital contribution or other-





-20-
 wise),
(ii) to maintain the solvency or any balance sheet item, level of income or
financial condition of another Person, (iii) to make take-or-pay or similar
payments, if required, regardless of non-performance by any other party or
parties to an agreement, (iv) to purchase, sell or lease (as lessor or
lessee) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Indebtedness or to assure the holder
of such Indebtedness against loss or (v) to supply funds to, or in any
other manner invest in, such other Person (including to pay for property or
services irrespective of whether such property is received or such services are
rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose
or intent thereof is to provide assurance that Indebtedness of another Person
will be paid or discharged, that any agreement relating thereto will be complied
with or that any holder of such Indebtedness will be protected (in whole or in
part) against loss in respect thereof.  The amount of any Guaranty
Obligation shall be equal to the amount of the Indebtedness so guaranteed or
otherwise supported.




“Hedging Contracts” means all
Interest Rate Contracts, foreign exchange contracts, currency swap or option
agreements, forward contracts, commodity swap, purchase or option agreements,
other commodity price hedging arrangements and all other similar agreements or
arrangements designed to alter the risks of any Person arising from fluctuations
in interest rates, currency values or commodity prices.




“Honor Date” has the meaning
specified in Section 2.4(c)(i)
(Letters of Credit).




“Increase Joinder” has the
meaning specified in Section
2.1(c)(iv) (the Commitments).




“Incremental Term Loans” has
the meaning specified in Section 2.1(c)(ii) (the
Commitments).




“Indebtedness” of any Person
means without duplication (a) all indebtedness of such Person for borrowed
money, (b) all obligations of such Person evidenced by notes, bonds,
debentures or similar instruments or that bear interest, (c) all
reimbursement and other obligations with respect to letters of credit, bankers’
acceptances, surety bonds and performance bonds, whether or not matured,
(d) all indebtedness for the deferred purchase price of property or
services, other than trade payables incurred in the ordinary course of business,
(e) all indebtedness of such Person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (f) all Capital Lease Obligations of such
Person, (g) all Guaranty Obligations of such Person, (h) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire for value any Stock or Stock Equivalents of such Person coming due
sooner than the first anniversary of the then Latest Maturity Date, valued, in
the case of redeemable preferred stock, at the greater of its voluntary
liquidation preference and its involuntary liquidation preference plus accrued
and unpaid dividends, (i) all payments that such Person would have to make
in the event of an early termination on the date Indebtedness of such Person is
being determined in respect of Hedging Contracts of such Person and (j) all
Indebtedness of the type referred to above secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien upon or in property (including accounts and general
intangibles) owned by such Person, even though such Person has not assumed and
is not otherwise liable for the payment of such Indebtedness; provided, however, that Indebtedness
shall not include any earn-out obligations of such Person or obligations of such
Person in connection with any consulting agreement, in each case owing to the
seller in connection with any Permitted Acquisition, until such obligations
shall be earned.  The value for purpose of this Agreement of any
Indebtedness qualifying as such under clause (j) above
(regardless of whether such Indebtedness qualifies as such under any other
clause hereof) shall be deemed to be equal to the lesser of (x) the





-21-
 amount of
such Indebtedness and (y) the Fair Market Value of the property subject to
a Lien securing any of such Indebtedness.




“Indemnified Matter” has the
meaning specified in Section
11.4 (Indemnities).




“Indemnitee” has the meaning
specified in Section 11.4
(Indemnities).




“Intellectual Property” has
the meaning specified in the Pledge and Security Agreement.




“Interest Coverage Ratio”
means, with respect to any Person for any period, the ratio of
(a) Consolidated EBITDA of such Person for such period to (b) Cash
Interest Expense of such Person for such period.




“Interest Expense” means, for
any Person for any period, Consolidated total interest expense of such Person
and its Subsidiaries for such period and including, in any event, interest
capitalized during such period and net costs under Interest Rate Contracts for
such period.




“Interest Payment Date” means
(a) as to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan and the Term Loan Maturity Date or the Revolving Credit
Termination Date, as applicable; provided, however, that if any Interest
Period for a Eurodollar Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line
Loan, the last Business Day of each March, June, September and December and the
Term Loan Maturity Date or the Revolving Credit Termination Date, as applicable
(with Swing Loans being deemed made under the Revolving Credit Facility for
purposes of this definition).




“Interest Period” means, in
the case of any Eurodollar Rate Loan, (a) initially, the period commencing
on the date such Eurodollar Rate Loan is made or on the date of conversion of a
Base Rate Loan to such Eurodollar Rate Loan and ending one, two, three or six
months thereafter (or, if acceptable to all applicable Lenders, ending nine or
twelve months thereafter), as selected by the Borrower in its Notice of
Borrowing or Notice of Conversion or Continuation given to the Administrative
Agent pursuant to Section 2.2 (Borrowing
Procedures) or 2.11
(Conversion/Continuation Option) and (b) thereafter, if such Loan is
continued, in whole or in part, as a Eurodollar Rate Loan pursuant to Section 2.11
(Conversion/Continuation Option), a period commencing on the last day of
the immediately preceding Interest Period therefor and ending one, two, three or
six months thereafter (or if deposits of such duration are available to all
Lenders, ending nine or twelve months thereafter), as selected by the Borrower
in its Notice of Conversion or Continuation given to the Administrative Agent
pursuant to Section 2.11
(Conversion/Continuation Option); provided, however, that all of the
foregoing provisions relating to Interest Periods in respect of Eurodollar Rate
Loans are subject to the following:




(i) 
if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day,
unless the result of such extension would be to extend such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;




(ii) 
any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
a calendar month;




(iii) 
the Borrower may not select any Interest Period that ends after the date of a
scheduled principal payment on the Loans as set forth in Article II (The Facilities)
unless, after





-22-


giving
effect to such selection, the aggregate unpaid principal amount of the Loans for
which Interest Periods end after such scheduled principal payment shall be equal
to or less than the principal amount to which the Loans are required to be
reduced after such scheduled principal payment is made;




(iv) 
the Borrower may not select any Interest Period in respect of Loans having an
aggregate principal amount of less than $2,000,000 or that is not an integral
multiple of $500,000 in excess thereof; and




(v) 
there shall be outstanding at any one time no more than 10 Interest Periods in
the aggregate.




“Interest Rate Contracts”
means all interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements and interest rate insurance.




“Investment” means, with
respect to any Person, (a) any purchase or other acquisition by such Person
of (i) any Security issued by, (ii) a beneficial interest in any
Security issued by, or (iii) any other equity ownership interest in, any
other Person, (b) any purchase by such Person of all or a significant part
of the assets of a business conducted by any other Person, or all or
substantially all of the assets constituting the business of a division, branch
or other unit operation of any other Person, (c) any loan, advance (other
than deposits with financial institutions available for withdrawal on demand,
prepaid expenses, accounts receivable and similar items made or incurred in the
ordinary course of business as presently conducted) or capital contribution by
such Person to any other Person, including all Indebtedness of any other Person
to such Person arising from a sale of property by such Person other than in the
ordinary course of its business, and (d) any Guaranty Obligation incurred
by such Person in respect of Indebtedness of any other Person.  For
purposes of Article VIII
(Negative Covenants), the outstanding amount of any Investment made by
any Person at any time shall be calculated as the excess of the initial amount
of such Investment made by such Person (including the Fair Market Value of all
property transferred by such Person as part of such Investment) over the sum of,
without duplication, (x) all returns of principal or capital thereof
received on or prior to such time by such Person (including all cash dividends,
cash distributions and cash repayments of Indebtedness received by such Person)
and (y) all liabilities of such Person expressly transferred, prior to such
time, in connection with the sale or disposition of such Investment, but only to
the extent such Person is fully released of such liabilities by such
transfer.




“IRS” means the Internal
Revenue Service of the United States or any successor thereto.




“Issue” means, with respect to
any Letter of Credit, to issue, extend the expiry of, renew or increase the
maximum face amount (including by deleting or reducing any scheduled decrease in
such maximum face amount) of, such Letter of Credit.  The terms “Issued” and “Issuance” shall have a
corresponding meaning.




“Issuer” means (i) Bank
of America in its capacity as issuer of Letters of Credit hereunder,
(ii) each Lender or Affiliate of a Lender that hereafter becomes an issuer
of Letters of Credit hereunder with the approval (such approval not to be
unreasonably withheld, conditioned or delayed) of the Administrative Agent and
the Borrower by agreeing pursuant to an agreement with and in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower to be bound
by the terms hereof applicable to Issuers, in its capacity as such
Issuer.




“Issuer Documents” means with
respect to any Letter of Credit, the Letter of Credit Application, and any other
document, agreement and instrument entered into by an Issuer and the Borrower
(or any Subsidiary) or in favor of such Issuer and relating to such Letter of
Credit.




-23-


“Joint Venture” means any
Person (a) that is not a Subsidiary of the Parent or the Borrower, either
directly or indirectly, (b) in which the Parent, the Borrower, any of their
respective Subsidiaries or any other Joint Venture owns Stock or Stock
Equivalents and (c) for which the Parent and the Borrower, in the aggregate
together with their respective Subsidiaries, is, directly or indirectly, the
beneficial owner of 5% or more of any class of the Stock or Stock Equivalents
thereof.




“Land” of any Person means all
of those plots, pieces or parcels of land now owned, leased or hereafter
acquired or leased (including, in respect of the Loan Parties, as reflected in
the most recent Financial Statements) by such Person.




“Latest Maturity Date” means
the latest of (i) the Term Loan Maturity Date, (ii)  the Scheduled
Termination Date and (iii) the maturity date of any additional Term Loans made
pursuant to any Facilities Increase under Section 2.1(c) (the
Commitments).




“Leases” means, with respect
to any Person, all of those leasehold estates in real property of such Person,
as lessee, as such may be amended, supplemented or otherwise modified from time
to time.




“Lender” means each Person
party hereto from time to time as a “Lender” and, as the context requires,
includes the Swing Loan Lender.




“Lender Participation Notice”
has the meaning specified in Section 2.8(c)(iii) (Optional
Prepayments).




“Letter of Credit” means any
letter of credit Issued pursuant to Section 2.4 (Letters of
Credit).




“Letter of Credit Advance”
means, with respect to each Lender, such Lender’s funding of its participation
in any Letter of Credit Borrowing in accordance with its Ratable
Portion.




“Letter of Credit Application”
means an application and agreement for the issuance or amendment of a Letter of
Credit in the form from time to time in use by an Issuer.




“Letter of Credit Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a
Borrowing.




“Letter of Credit Expiration
Date” means the day that is seven days prior to the Revolving Credit
Termination Date then in effect (or, if such day is not a Business Day, the next
preceding Business Day).




“Letter of Credit Fee” has the
meaning specified in Section
2.12(b) (Fees).




“Letter of Credit Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Reimbursement Obligations at such time, including all Letter of Credit
Borrowings.  For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06 (Letter of Credit
Amounts).  For all purposes of this Agreement, if on any date
of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.




-24-


“Letter of Credit Sublimit”
means $5,000,000.




“Letter of Credit Undrawn
Amounts” means, at any time, the aggregate undrawn face amount of all
Letters of Credit outstanding at such time.




“Leverage Ratio” means, with
respect to any Person as of any date, the ratio of (a) Consolidated
Financial Covenant Debt of such Person and its Subsidiaries outstanding as of
such date to (b) Consolidated EBITDA for such Person for the last four
Fiscal Quarter period ending on or before such date.




“Lien” means any mortgage,
deed of trust, pledge, hypothecation, collateral assignment, charge, deposit
arrangement, encumbrance, lien (statutory or other), security interest or
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever intended to assure payment of any Indebtedness or
the performance of any other obligation, including any conditional sale or other
title retention agreement and the interest of a lessor under a Capital Lease and
any financing lease having substantially the same economic effect as any of the
foregoing.




“Loan” means any loan made by
any Lender pursuant to this Agreement.




“Loan Documents” means,
collectively, this Agreement, the Notes (if any), the Guaranty, each Fee Letter,
each Issuer Document, the Collateral Documents and each certificate, agreement
or document executed by a Loan Party and delivered to the Administrative Agent
or any Lender in connection with or pursuant to any of the
foregoing.




“Loan Party” means the
Borrower and each Guarantor.




“London Banking Day” means any
day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.




“Material Adverse Change”
means a material adverse change in any of (a) the business, assets,
operations, properties, performance, condition (financial or otherwise) or
contingent liabilities of the Parent and its Subsidiaries taken as a whole,
(b) the legality, validity or enforceability of any Loan Document or
(c) the material rights and remedies of the Administrative Agent, the
Syndication Agent, the Lenders or the Issuers under the Loan
Documents.




“Material Adverse Effect”
means an effect that results in or causes, or could reasonably be expected to
result in or cause, a Material Adverse Change.




“Material Event of Default”
means each Event of Default set forth in clause (a), (b), (e)(i), (e)(iii) or (f) of Section 9.1 (Events of
Default).




“Maximum Rate” has the meaning
specified in Section 11.21
(Interest Rate Limitation).




“MNPI” has the meaning
specified in Section 2.8(c)(i)
(Optional Prepayments).




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




“Mortgage Supporting
Documents” means, with respect to a Mortgage for a parcel of Real
Property, each of the agreements, documents and instruments (including title
policies or marked-up unconditional insurance binders (in each case, together
with all documents referred to therein), maps, plats, current as-built surveys,
environmental reports, “life of loan” Federal Emergency Management





-25-
 Agency
standard flood hazard determinations (together with notices about special flood
hazard area status and flood disaster assistance) duly executed by the Borrower
and the applicable Loan Parties, certificates evidencing insurance coverages
required by Section 7.5
(Maintenance of Insurance)and flood insurance coverage, evidence
regarding recording and payment of fees, insurance premium and taxes) that the
Administrative Agent may reasonably request, each in form and substance
reasonably satisfactory to it, to create, register or otherwise perfect,
maintain, evidence the existence, substance, form or validity of, or enforce
valid and enforceable Requisite Priority Liens on such parcel of Real Property
(which may be in favor of, instead of the Administrative Agent, such other
trustee as may be required or appropriate under local law), subject only to
(a) Liens permitted under Section 8.2 (Liens,
Etc.) and (b) such other Liens as the Administrative Agent may
reasonably approve.




“Mortgages” means the
mortgages, deeds of trust or other real estate security documents made or
required herein to be made by the Borrower or any other Loan Party, each in form
and substance satisfactory to the Administrative Agent.




“Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the
Parent, any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability, contingent or otherwise.




“Net Cash Proceeds” means
proceeds received by the Parent or any of its Subsidiaries after the Closing
Date in cash or Cash Equivalents from any (a) Asset Sale other than any
Foreign IP Transfer and other than an Asset Sale permitted under clauses (a) through
(h) and (i)(A) of Section 8.4 (Sale of Assets),
net of (i) the reasonable cash costs of sale, assignment or other
disposition (including fees, commission, costs and other expenses),
(ii) taxes paid or reasonably estimated to be payable as a result thereof,
(iii) any amount required to be paid or prepaid on Indebtedness (other than
the Obligations) secured by the assets subject to such Asset Sale, as long as
evidence of each of clauses
(i), (ii) and
(iii) above is provided
to the Administrative Agent, and (iv) appropriate amounts provided by the
seller as a reserve (but only to the extent such amounts remain set aside as a
reserve), in accordance with GAAP, against all liabilities associated with the
property disposed of in such Asset Sale and retained by the Parent or any of its
Subsidiaries after such Asset Sale, including pension and other post-employment
benefit liabilities, liabilities relating to environmental matters and
liabilities under indemnification provisions associated with such Asset Sale,
(b) Property Loss Event or (c)(i) Equity Issuance or (ii) any
Debt Issuance other than as permitted under Section 8.1 (Indebtedness)(other than clause
(k)(ii)), in each case net of taxes, fees, commissions, indemnities,
discounts, placement fees, brokers’, consultants’, investment banking, legal,
accounting and other advisors’ fees, expenses and other costs incurred in
connection with such transaction as long as evidence of such fees and costs is
provided to the Administrative Agent; provided, however, that “Net Cash Proceeds” shall
include proceeds received by a Permitted Joint Venture from any Asset Sale or
Property Loss Event only to the extent such proceeds are received by the Parent
or any of its Subsidiaries.




“Net Equity Investment” means,
at any time, the amount, if any, by which (a) the amount of Net Cash
Proceeds received in the form of cash or Cash Equivalents by the Parent or any
Subsidiary of the Parent at or prior to such time from any Equity Issuance (but
only to the extent of that portion of the Net Cash Proceeds of which have not
previously been (and are not simultaneously being) applied to make Capital
Expenditures within the meaning of clause (b) of the definition of “Unfinanced
Capital Expenditures”, to make Investments pursuant to Section 8.3(m) (Investments)
or to make Restricted Payments pursuant to Section 8.5(c)(iii) (Restricted Payments)) after
the Closing Date (other than any Equity Issuance of Disqualified Stock), exceeds
(b) the Non-Guarantor Investment Amount at such time; provided that the Net Equity
Investment shall not at any time be less than zero.




-26-


“Nominal Shares” means
(a) for any Subsidiary of the Parent that is not a Domestic Subsidiary,
nominal issuances of Stock in an aggregate amount not to exceed 0.5% of the
Stock and Stock Equivalents of such Subsidiary on a fully-diluted basis and
(b) in any case, director’s qualifying shares, in each case to the extent
such issuances are required by applicable law.




“Non-Cash Interest Expense”
means, with respect to any Person for any period, the sum of the following
amounts to the extent included in the calculation of Interest Expense of such
Person, in each case determined on a Consolidated basis for such Person and its
Subsidiaries, (a) the amount of debt discount and debt issuance costs
amortized, (b) charges relating to write-ups or write-downs in the book or
carrying value of existing Financial Covenant Debt of such Person,
(c) interest payable in evidences of Indebtedness or by addition to the
principal of the related Indebtedness and (d) other non-cash
interest.




“Non-Consenting Lender” has
the meaning specified in Section 11.1(c) (Amendments,
Waivers, Etc.).




“Non-Extension Notice Date”
has the meaning specified in Section 2.4(b)(iii) (Letters of
Credit).




“Non-Guarantor” means any
Subsidiary or Joint Venture of any Loan Party that is not a Subsidiary
Guarantor, together with any Subsidiary or Joint Venture of such Subsidiary or
Joint Venture that is not a Subsidiary Guarantor.




“Non-Guarantor Investment
Amount” means, at any time, the Dollar Equivalent of the amount by
which




(a)  the
sum, without duplication, of (i) all Investments (valued as of the date
such Investment is made) in all Non-Guarantors made by any Loan Party (including
any capital contribution to any Non-Guarantor, all advances made to any
Non-Guarantor by any Loan Party, all Guaranty Obligations of any Loan Party of
Indebtedness of any Non-Guarantor and all Permitted Acquisitions by Loan Parties
of Stock or Stock Equivalents of Non-Guarantors or involving assets located
outside of the United States to the extent, after giving effect to such
Permitted Acquisition, such assets are owned by Non-Guarantors) and
(ii) the Fair Market Value, at the time of such transfer, of all property
(including cash and Cash Equivalents received by any Non-Guarantor as
consideration for Asset Sales by such Non-Guarantor to any Loan Party)
transferred to any Non-Guarantor by any Loan Party on or after the Closing Date
other than as part of the consummation of any Foreign IP Transfer,
exceeds




(b)  the
sum of, without duplication, (i) any return on capital or loan repayment
(in the form of cash or Cash Equivalents) with respect to, or net cash proceeds
of the sale or other disposition of, such Investment received by any Loan Party
from any Non-Guarantor and (ii) the Fair Market Value, at the time of such
transfer, of all property (including cash and Cash Equivalents received by any
Loan Party as consideration for Asset Sales by any Loan Party to any
Non-Guarantor) transferred to any Loan Party by any Non-Guarantor on or after
the Closing Date, other than as part of the consummation of any Foreign IP
Transfer.




“Non-U.S. Lender” means each
Lender, Issuer or Agent that is a Non-U.S. Person.




“Non-U.S. Person” means any
Person that is not a Domestic Person.




“Note” means any Revolving
Credit Note or Term Loan Note.




-27-


“Notice of Borrowing” has the
meaning specified in Section
2.2(a) (Borrowing Procedures).




“Notice of Conversion or
Continuation” has the meaning specified in Section 2.11
(Conversion/Continuation Option).




“Obligations” means the Loans,
the Letter of Credit Obligations and all other amounts, obligations, covenants
and duties owing by any Loan Party (or any amount paid by any Loan Party for the
account of the Borrower) to the Administrative Agent, any Lender, any Issuer,
any Affiliate of any of them or any Indemnitee, of every type and description
(whether by reason of an extension of credit, opening or amendment of a letter
of credit or payment of any draft drawn or other payment thereunder, loan,
guaranty, indemnification or otherwise), present or future, arising under this
Agreement or any other Loan Document, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, including
all letter of credit, cash management and other fees, interest, charges,
expenses, attorneys’ fees and disbursements and other sums chargeable to any
Loan Party under this Agreement, any other Loan Document (including all interest
and fees accruing after commencement of any bankruptcy or insolvency proceeding
with respect to any Loan Party, whether or not allowed in such proceeding) and
all obligations of the Borrower under any Loan Document to provide cash
collateral for any Letter of Credit Obligation.




“Offered Loans”  has
the meaning specified in Section 2.8(c)(iii) (Optional
Prepayments).




“Outstanding Amount” means (i)
with respect to Loans and Swing Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Loans and Swing Loans, as the case may be, occurring on such
date; and (ii) with respect to any Letter of Credit Obligations on any date, the
amount of such Letter of Credit Obligations on such date after giving effect to
any Issuance of any Letter of Credit occurring on such date and any other
changes in the aggregate amount of the Letter of Credit Obligations as of such
date, including as a result of any reimbursements by the Borrower of
Reimbursement Obligations.




“paid in full” and “payment in full” mean, with
respect to any Secured Obligation, the occurrence of all of the foregoing,
(a) with respect to such Secured Obligations other than (i) contingent
indemnification obligations, Secured Hedging Contract Obligations and Secured
Cash Management Obligations not then due and payable and (ii) to the extent
covered by clause (b) below,
obligations with respect to undrawn Letters of Credit, payment in full thereof
in cash (or otherwise to the written satisfaction of the Secured Parties owed
such Secured Obligations), (b) with respect to any undrawn Letter of
Credit, the obligations under which are included in such Secured Obligations,
(i) the cancellation thereof and payment in full of all resulting Secured
Obligations pursuant to clause (a) above or
(ii) the receipt of cash collateral (or a backstop letter of credit in
respect thereof on terms acceptable to the applicable Issuer of the Letters of
Credit and the Administrative Agent) in an amount at least equal to 102% of the
Letter of Credit Obligations for such Letter of Credit and (c) if such
Secured Obligations include one or more Facilities, termination of all
Commitments and all other obligations of the Secured Parties in respect of such
Facilities under the Loan Documents.




“Parent” has the meaning
specified in the preamble to this Agreement.




“PBGC” means the Pension
Benefit Guaranty Corporation or any successor thereto.




-28-


“Permit” means any permit,
approval, authorization, license, variance or permission required from a
Governmental Authority under an applicable Requirement of Law.




“Permitted Acquisition” means
any Proposed Acquisition subject to the satisfaction of each of the following
conditions:




(a)  the
Administrative Agent shall receive at least five Business Days’ (or such other
period as may be agreed to by the Administrative Agent in its sole discretion)
prior written notice of such Proposed Acquisition, which notice shall include,
without limitation, a reasonably detailed description of such Proposed
Acquisition;




(b)  such
Proposed Acquisition shall only involve assets (which may include Stock)
comprising a business, or those assets of a business, of the type engaged in by
the Parent and its Subsidiaries as of the Closing Date or any other business
that is reasonably related, ancillary or complementary thereto (or a reasonable
extension or expansion thereof) or otherwise part of the consumer products
business;




(c)  such
Proposed Acquisition shall be consensual and shall have been approved by the
Proposed Acquisition Target’s board of directors;




(d)  no
additional Indebtedness or other liabilities shall be incurred, assumed or
otherwise be reflected on a Consolidated balance sheet of the Parent and
Proposed Acquisition Target after giving effect to such Proposed Acquisition,
except (i) Loans made hereunder, (ii) ordinary course trade payables
and accrued expenses and (iii) Indebtedness permitted under Section 8.1
(Indebtedness);




(e)  within
30 days after (or such later date as may be agreed to by the Administrative
Agent, in its sole discretion) the date of the consummation of such Proposed
Acquisition, each applicable Loan Party and the Proposed Acquisition Target and
its Subsidiaries shall have executed such documents and taken such actions as
may be required under Sections 7.11 (Additional
Collateral and Guaranties) and 7.13 (Real
Property);




(f) 
the Parent shall have delivered to the Administrative Agent, at least five
Business Days prior to such Proposed Acquisition, such existing financial
information, financial analysis, documentation or other existing information
relating to such Proposed Acquisition as the Administrative Agent or any Lender
shall reasonably request;




(g)  on
or prior to the date of the consummation of such Proposed Acquisition, the
Administrative Agent shall have received copies of the acquisition agreement
and, promptly thereafter (but in any event not later than 15 days after the
consummation of such Proposed Acquisition or such later date as may be agreed to
by the Administrative Agent in its sole discretion), all related Contractual
Obligations, instruments and all opinions, certificates, lien search results and
other documents reasonably requested by the Administrative Agent;




(h)  on
the date of the consummation of such Proposed Acquisition and after giving
effect thereto, (i) no Default or Event of Default shall have occurred and
be continuing and (ii) all representations and warranties contained in
Article IV (Representations
and Warranties) and in the other Loan Documents shall be true and correct
in all material respects; and




(i)   on
the date of the consummation of such Proposed Acquisition and after giving
effect thereto the Parent shall (i) be in compliance with Article V (Financial
Covenants), and (ii)





-29-
 have a
Leverage Ratio that is at least 0.25 to 1 less than the requirements of Section 5.1 (Maximum Leverage
Ratio), in each case, on a Pro Forma Basis after giving effect to such
Proposed Acquisition (and with the Leverage Ratio recomputed as of the last day
of the most recently ended Fiscal Quarter for which Financial Statements have
been delivered pursuant to Section 6.1(b) or (c) (Financial
Statements)).




“Permitted Acquisition Notice”
means, in respect of any Permitted Acquisition, a notice from the Parent to the
Administrative Agent delivered on or before such Permitted Acquisition that
identifies (a) non-core assets to be acquired as part of such Permitted
Acquisition that the Parent and its Subsidiaries intend and expect to dispose of
within the 360 days next following the consummation of such Permitted
Acquisition and (b) any Revolving Credit Borrowing (which may include those
following a Facilities Increase) that were or will be made on or prior to the
time of such Permitted Acquisition and the proceeds of which will be used to
consummate such Permitted Acquisition.




“Permitted Joint Venture”
means any Joint Venture (a) in which the investors, participants and each
other holder of Stock and Stock Equivalents therein (other than the Loan
Parties) participate on terms materially no more favorable than the terms
applicable to the Loan Parties (other than solely due to the percentage of Stock
or Stock Equivalents owned in such Joint Venture by each such Person and rights
customarily incidental thereto), (b) that is not a Loan Party, that does
not own Stock or Stock Equivalents in any Loan Party and no direct or indirect
Subsidiary or Joint Venture of which is a Loan Party, (c) all of the Stock
and Stock Equivalents of which shall be subject to Requisite Priority Liens, to
the extent of the Loan Parties’ interest therein as provided under the
Collateral Documents and (d) in which no Loan Party shall be under any
Contractual Obligation to make Investments or incur Guaranty Obligations in
respect of such Joint Venture not permitted hereunder.




“Permitted Reinvestment”
means, with respect to any Reinvestment Event, to make a Permitted Acquisition,
make an investment in a Permitted Joint Venture or acquire (or make Capital
Expenditures to finance the acquisition or improvement of), to the extent
otherwise permitted hereunder, assets useful in the business of the Parent or
any of its Subsidiaries or, if such Reinvestment Event is a Property Loss Event
that is a loss or damage, to repair such loss or damage.




“Person” means an individual,
partnership, corporation (including a business trust), joint stock company,
estate, trust, limited liability company, unincorporated association, joint
venture or other entity or a Governmental Authority.




“Platform” has the meaning
specified in Section 6.14
(Borrower Materials).




“Pledge and Security
Agreement” means an agreement, in substantially the form of Exhibit I (Form of Pledge and
Security Agreement), executed by the Borrower and each
Guarantor.




“Pledged Debt Instruments” has
the meaning specified in the Pledge and Security Agreement.




“Pledged Stock” has the
meaning specified in the Pledge and Security Agreement.




“Pro Forma Basis” means, with
respect to any determination for any period, that such determination shall be
made giving pro forma
effect to each Permitted Acquisition consummated during such period and each
Sale of Business consummated during such period (or, as the case may be, any
specified Permitted Acquisition or Sale of Business), in each case together with
all transactions relating thereto consummated during such period (including any
incurrence, assumption, refinancing or repayment of Indebtedness), as if such
acquisition, Sale of Business and related transactions had been consummated





-30-
 on the
first day of such period, in each case based on historical results accounted for
in accordance with GAAP and, to the extent applicable, reasonable assumptions
that are specified in details in the relevant Compliance Certificate, Financial
Statement or other document provided to the Administrative Agent or any Lender
in connection herewith in accordance with Regulation S-X of the Exchange Act,
and other cost savings and pro forma adjustments reasonably acceptable to the
Administrative Agent.




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




“Projections” means those
financial projections dated January 19, 2010 for the period from January 1, 2010
through March 31, 2015 (on a quarter by quarter basis through Fiscal Year 2011
and on a year by year basis thereafter), to be delivered to the Lenders by the
Parent.




“Property Loss Event” means
(a) any loss of or damage to property of the Parent or any of its
Subsidiaries that results in the receipt by the Parent or such Subsidiary of
proceeds of insurance whose Dollar Equivalent exceeds $3,000,000 (individually
or in the aggregate) or (b) any taking of property of the Parent or any of
its Subsidiaries that results in the receipt by such Person of a compensation
payment in respect thereof whose Dollar Equivalent exceeds $3,000,000
(individually or in the aggregate).




“Proposed Acquisition” means
the proposed acquisition (including by merger or consolidation) by the Parent or
any of its Subsidiaries of all or substantially all of the assets or Stock of
any Proposed Acquisition Target (including rights to a product
line).




“Proposed Acquisition Target”
means any Person or any operating division, ingredient, formula, product line or
brand thereof subject to a Proposed Acquisition.




“Proposed Discounted Prepayment
Amount” has the meaning specified in Section 2.8(c)(ii) (Optional
Prepayments).




“Public Lender” has the
meaning specified in Section
6.14 (Borrower Materials).




“Purchasing Borrower Party”
means the Parent or any Subsidiary of the Parent that makes a Discounted
Voluntary Prepayment pursuant to Section 2.8(c) (Optional
Prepayments).




“Purchasing Lender” has the
meaning specified in Section
11.7 (Sharing of Payments, Etc.).




“Qualifying Lenders” has the
meaning specified in Section
2.8(c)(iv) (Optional Prepayments).




“Qualifying Loans” has the
meaning specified in Section
2.8(c)(iv) (Optional Prepayments).




“Ratable Portion” or (other
than in the expression “equally and ratably”) “ratably” means, with respect
to any Lender, (a) with respect to the Revolving Credit Facility, the
percentage obtained by dividing (i) the Revolving Credit Commitment of such
Lender by (ii) the aggregate Revolving Credit Commitments of all Lenders
(or, at any time after the Revolving Credit Termination Date, the percentage
obtained by dividing the aggregate Revolving Credit Outstandings owing to such
Lender by the aggregate Revolving Credit Outstandings owing to all Lenders) and
(b) with respect to the Term Loan Facility, the percentage obtained by
dividing (i) the Term Loan Commitment of such Lender by (ii) the
aggregate Term Loan Commitments of all Lenders (or, at any time after the
Closing Date, the percentage





-31-
 obtained
by dividing the outstanding principal amount of such Lender’s Term Loans by the
aggregate outstanding principal amount of the Term Loans of all
Lenders).




“Real Property” of any Person
means the Land of such Person, together with the right, title and interest of
such Person, if any, in and to the streets, the Land lying in the bed of any
streets, roads or avenues, opened or proposed, in front of, the air space and
development rights pertaining to the Land and the right to use such air space
and development rights, all rights of way, privileges, liberties, tenements,
hereditaments and appurtenances belonging or in any way appertaining thereto,
all fixtures, all easements now or hereafter benefiting the Land and all
royalties and rights appertaining to the use and enjoyment of the Land,
including all alley, vault, drainage, mineral, water, oil and gas rights,
together with all of the buildings and other improvements now or hereafter
erected on the Land and any fixtures appurtenant thereto.




“Register” has the meaning
specified in Section 2.7(b)
(Evidence of Debt).




“Reimbursement Obligations”
means, as and when matured, the obligation of the Borrower to pay, on the date
payment is made or scheduled to be made to the beneficiary under each such
Letter of Credit (or at such other date as may be specified in the applicable
Issuer Document) and in the currency drawn (or in such other currency as may be
specified in the applicable Issuer Document), all amounts of each drafts and
other requests for payments drawn under Letters of Credit, and all other matured
reimbursement or repayment obligations of the Borrower to any Issuer with
respect to amounts drawn under Letters of Credit.




“Reinvestment Deferred
Prepayment” means, with respect to any Net Cash Proceeds of any
Reinvestment Event, the portion of such Net Cash Proceeds that are subject to a
Reinvestment Notice and the receipt of which would otherwise trigger a mandatory
prepayment of the Loans, reduction of the Commitments or posting of cash
collateral hereunder.




“Reinvestment Event” has the
meaning specified in Section
2.9(e) (Mandatory Prepayments).




“Reinvestment Notice” means a
written notice executed by a Responsible Officer of the Parent with respect to a
Reinvestment Event stating that no Event of Default has occurred and is
continuing and that the Parent (directly or indirectly through one of its
Subsidiaries) intends and expects to make Permitted Reinvestments in an amount
not to exceed the Net Cash Proceeds of such Reinvestment Event.




“Reinvestment Prepayment
Amount” means, on any Reinvestment Prepayment Date for any portion of any
Reinvestment Deferred Prepayment, such portion of such Reinvestment Deferred
Prepayment less any amount expended or required to be expended pursuant to a
Contractual Obligation entered into prior to such Reinvestment Prepayment Date
for such Net Cash Proceeds to make Permitted Reinvestments using such Net Cash
Proceeds.




“Reinvestment Prepayment Date”
means, with respect to a portion of the Reinvestment Deferred Prepayment of any
Net Cash Proceeds of a Reinvestment Event, the earliest of (a) the date
occurring 365 days after such Reinvestment Event, (b) the date that is five
Business Days after the date on which the Parent shall have notified the
Administrative Agent of the Parent’s determination not to make Permitted
Reinvestments with such portion of such Reinvestment Deferred Prepayment and
(c) the first date after such Reinvestment Event upon which an Event of
Default shall have occurred and is continuing.




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“Related Parties” means, with
respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.




“Release” means, with respect
to any Person, any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration, in each case, of
any Contaminant into the indoor or outdoor environment or into or out of any
property owned, leased or operated by such Person, including the movement of
Contaminants through or in the air, soil, surface water, ground water or
property.




“Remedial Action” means all
actions required to (a) clean up, remove, treat or in any other way address
any Contaminant in the indoor or outdoor environment, (b) prevent the
Release or threat of Release or minimize the further Release so that a
Contaminant does not migrate or endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment or (c) perform pre-remedial
studies and investigations and post-remedial monitoring and care.




“Requirement of Law” means,
with respect to any Person, the common law and all federal, state, local and
foreign laws, treaties, rules and regulations, orders, judgments, decrees and
other determinations of, concessions, grants, franchises, licenses and other
Contractual Obligations (other than purchase, sale and distribution contracts
entered into in the ordinary course of business) with, any Governmental
Authority or arbitrator, applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.




“Requisite Lenders” means,
collectively, subject to the limitations set forth in Section 11.1(d) (Amendments,
Waivers, Etc.), Revolving Credit Lenders and Term Loan Lenders having
(a) on and prior to the Closing Date, more than fifty percent (50%) of the
sum of the aggregate Revolving Credit Commitments then outstanding and the
aggregate Term Loan Commitments then outstanding, (b) after the Closing
Date and on and prior to the Revolving Credit Termination Date, more than fifty
percent (50%) of the sum of the aggregate outstanding amount of the Revolving
Credit Commitments and the principal amount of all Term Loans then outstanding
and (c) after the Revolving Credit Termination Date, more than fifty
percent (50%) of the sum of the aggregate Revolving Credit Outstandings and the
principal amount of all Term Loans then outstanding; provided that the Revolving
Credit Commitments, Term Loan Commitments, Revolving Credit Outstandings and
principal amount of all Term Loans then held by any Defaulting Lender at such
time shall be excluded for purposes of making a determination of “Requisite
Lenders”.




“Requisite Priority Liens”
means, collectively, a valid and perfected first-priority security interest in
favor of the Administrative Agent for the benefit of the Secured Parties and
securing the Secured Obligations.




“Requisite Revolving Credit
Lenders” means, collectively, Revolving Credit Lenders having more than
fifty percent (50%) of the aggregate outstanding amount of the Revolving Credit
Commitments or, after the Revolving Credit Termination Date, more than fifty
percent (50%) of the aggregate Revolving Credit Outstandings; provided that the Revolving
Credit Commitments and Revolving Credit Outstandings, as the case may be, held
by any Defaulting Lender shall be excluded for purposes of making a
determination of “Requisite Revolving Credit Lenders”.




“Requisite Term Loan Lenders”
means, collectively, Term Loan Lenders having more than 50% of the aggregate
outstanding amount of the Term Loan Commitments or, after the Closing Date, more
than fifty percent (50%) of the principal amount of all Term Loans then
outstanding; provided
that





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 the Term
Loan Commitments or principal amount of Term Loans held by any Defaulting Lender
shall be excluded for purposes of making a determination of “Requisite Term Loan
Lenders”.




“Responsible Officer” means,
with respect to any Person, any of the principal executive officers, managing
members or general partners of such Person but, in any event, with respect to
financial matters, the chief financial officer of such Person.




“Restricted Payment” means
(a) any dividend, distribution or any other payment whether direct or
indirect, on account of any Stock or Stock Equivalent of the Parent or any of
its Subsidiaries now or hereafter outstanding and (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any Stock or Stock Equivalent of the Parent or any
of its Subsidiaries now or hereafter outstanding.




“Restricted Payment Allowance”
means, at any time, the amount, if any, by which (a) the sum of
(i) 50% of the Consolidated Net Income (to the extent such Consolidated Net
Income shall be positive) of the Borrower accrued commencing on January 1, 2010
through the last day of the most recently ended Fiscal Quarter or Fiscal Year
for which Financial Statements have been delivered pursuant to Section 6.1(b) or (c) (Financial Statements),
(ii) the Net Equity Investment at such time and (iii) $60,000,000
exceeds (b) 100% of the deficit in Consolidated Net Income (to the extent
such Consolidated Net Income shall be a deficit) of the Borrower accrued
commencing on January 1, 2010 through the last day of the most recently ended
Fiscal Quarter or Fiscal Year for which Financial Statements have been delivered
pursuant to Section
6.1(b) or (c)
(Financial Statements).




“Revolving Credit Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the
Revolving Credit Lenders ratably according to their respective Revolving Credit
Commitments.




“Revolving Credit Commitment”
means, with respect to each Revolving Credit Lender, the commitment of such
Revolving Credit Lender to make Revolving Loans and acquire interests in other
Revolving Credit Outstandings in the aggregate principal amount outstanding not
to exceed the amount set forth opposite such Revolving Credit Lender’s name on
Schedule I
(Commitments) under the caption “Revolving Credit Commitment”
(as amended to reflect each Assignment and Acceptance executed by such Revolving
Credit Lender) as such amount may be reduced pursuant to this Agreement, and
each additional commitment by such Revolving Credit Lender in the Revolving
Credit Facility that is included as part of any Facilities Increase, as such
amount may be reduced pursuant to this Agreement.




“Revolving Credit Facility”
means the Revolving Credit Commitments and the provisions herein related to the
Revolving Loans, Swing Loans and Letters of Credit.




“Revolving Credit Lender”
means each Lender that (a) has a Revolving Credit Commitment,
(b) holds a Revolving Loan or (c) participates in any Letter of
Credit.




“Revolving Credit Note” means
a promissory note of the Borrower payable to the order of any Revolving Credit
Lender in a principal amount equal to the amount of such Revolving Credit
Lender’s Revolving Credit Commitment evidencing the aggregate Indebtedness of
the Borrower to such Revolving Credit Lender resulting from the Revolving Loans
owing to such Revolving Credit Lender.




“Revolving Credit
Outstandings” means, at any particular time, the sum of (a) the
principal amount of the Revolving Loans outstanding at such time, (b) the
Letter of Credit Obligations outstanding at such time and (c) the principal
amount of the Swing Loans outstanding at such time.




-34-


“Revolving Credit Termination
Date” shall mean the earliest of (a) the Scheduled Termination Date,
(b) the date of termination of all of the Revolving Credit Commitments
pursuant to Section 2.5
(Termination of the Commitments) and (c) the date on which the
Obligations become due and payable pursuant to Section 9.2
(Remedies).




“Revolving Loan” has the
meaning specified in Section
2.1 (The Commitments).




“S&P” means Standard &
Poor’s Rating Services.




“Sale of Business” means the
sale of all or substantially all of the Stock of, or all or substantially all of
the assets of, any Person or the sale of any division, line of business, brand
or product line.




“Sarbanes-Oxley Act” means the
United States Sarbanes-Oxley Act of 2002.




“Scheduled Termination Date”
means March 24, 2015.




“Secured Cash Management
Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person in respect of cash management
services (including treasury, depository, overdraft, credit or debit card,
electronic funds transfer and other cash management arrangements) provided by
any Secured Deposit Account Bank, including obligations for the payment of fees,
interest, charges, expenses, attorneys’ fees and disbursements in connection
therewith.




“Secured Deposit Account Bank”
means the Administrative Agent, a Revolving Credit Lender or any Affiliate of
the foregoing on the date that the applicable Deposit Account is entered
into.




“Secured Hedging Contract
Obligations” means each liability, amount, obligation, covenant and duty
owing by any Loan Party, of every type and description, present or future,
arising under each Hedging Contract with any Person that was a Lender or an
Affiliate of any such Lender at the time such Person entered into such Hedging
Contract, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired and whether or not evidenced by any note, guaranty or other
instrument or for the payment of money, including obligations for the payment of
fees, interest, charges, expenses, attorneys’ fees and disbursements and other
sums chargeable to any Loan Party in connection therewith.




“Secured Obligations” means,
(a) in the case of the Borrower, the Obligations, the Secured Cash
Management Obligations and the Secured Hedging Contract Obligations of the
Borrower and (b) in the case of any other Loan Party, the obligations of
such Loan Party under the Guaranty and the other Loan Documents to which it is a
party and the Secured Cash Management Obligations and Secured Hedging Contract
Obligations of such Loan Party; provided shall in each case
include all interest and fees accruing after commencement of any bankruptcy or
insolvency proceeding against any Loan Party, whether or not allowed in such
proceeding.




“Secured Parties”means the
Lenders, the Issuers, the Administrative Agent and each other holder of any
Secured Obligation.




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




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




-35-


“Security” means any Stock,
Stock Equivalent, voting trust certificate, bond, debenture, note or other
evidence of Indebtedness, whether secured, unsecured, convertible or
subordinated, or any certificate of interest, share or participation in, any
temporary or interim certificate for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing, but shall not
include any evidence of the Obligations.




“Selling Lender” has the
meaning specified in Section
11.7 (Sharing of Payments, Etc.).




“Senior Notes” means the 8.25%
Senior Notes due 2018, issued by the Borrower in Dollars and governed by the
terms of the Senior Notes Indenture.




“Senior Notes Document” means
each of the Senior Notes, the Senior Notes Indenture and any other agreement,
certificate, power of attorney or document related to any of the
foregoing.




“Senior Notes Indenture” means
the Indenture, dated as of the Closing Date, among the Borrower, the Guarantors
and U.S. Bank National Association, as trustee.




“Senior Notes Offering
Memorandum” means the final offering memorandum, dated March 10, 2010, in
connection with the offering of the Senior Notes.




“Service Contractors” has the
meaning specified in Section
4.17(a) (Environmental Matters).




“Solvent” means, with respect
to any Person as of any date of determination, that, as of such date,
(a) the value of the assets of such Person (both at fair value and present
fair saleable value) is greater than the total amount of liabilities (including
contingent and unliquidated liabilities) of such Person, (b) such Person is
able to pay all liabilities of such Person as such liabilities mature and
(c) such Person does not have unreasonably small capital.  In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities shall be computed at the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability (in each case as
interpreted in accordance with fraudulent conveyance, bankruptcy, insolvency and
similar laws and other applicable Requirements of Law).




“Special Purpose Vehicle”
means any special purpose funding vehicle identified as such in writing from
time to time by a Lender to the Administrative Agent and the
Borrower.




“Standby Letter of Credit”
means any Letter of Credit that is not a Commercial Letter of
Credit.




“Stock” means shares of
capital stock (whether denominated as common stock or preferred stock),
beneficial, partnership or membership interests, participations or other
equivalents (regardless of how designated) of or in a corporation, partnership,
limited liability company or equivalent entity, whether voting or
non-voting.




“Stock Equivalents” means all
securities convertible into or exchangeable for Stock and all warrants, options
or other rights to purchase or subscribe for any Stock, whether or not presently
convertible, exchangeable or exercisable.




“Subordinated Debt” means, in
each case to the extent permitted to be incurred by such Loan Party hereunder,
(a) Additional Permitted Debt of the Borrower or any Guarantor,
(b) Indebtedness





-36-
 of any
Loan Party under the Existing Senior Subordinated Notes or the Additional
Permitted Debt Documents, (c) Indebtedness of any Loan Party permitted to
be incurred under clause (m) or (n) of Section 8.1
(Indebtedness), and (d) any other Indebtedness of any Loan Party
that is expressly subordinated in right of payment to any of the Secured
Obligations or is scheduled to mature not earlier than the first anniversary of
the then Latest Maturity Date.




“Subordinated Debt Document”
means each of the Existing Senior Subordinated Notes and the Additional
Permitted Debt Documents and any note, indenture, credit agreement related to
any Subordinated Debt, and any other agreement, certificate, power of attorney,
or document related to any of the foregoing.




“Subsidiary” means, with
respect to any Person, any corporation, partnership, limited liability company
or other business entity of which an aggregate of more than 50% of the
outstanding Voting Stock is, at the time, directly or indirectly, owned or
controlled by such Person or one or more Subsidiaries of such
Person.




“Subsidiary Guarantor” means
each Subsidiary of the Parent (other than the Borrower) that is party to or that
becomes party to the Guaranty.




“Substitute Institution” has
the meaning specified in Section 2.17 (Substitution of
Lenders).




“Substitution Notice” has the
meaning specified in Section
2.17 (Substitution of Lenders).




“Swing Loan” has the meaning
specified in Section 2.3
(Swing Loans).




“Swing Loan Lender” means Bank
of America or any other Revolving Credit Lender that agrees, with the approval
of the Administrative Agent and the Borrower, to act as the Swing Loan Lender
hereunder, in each case in its capacity as the Swing Loan Lender
hereunder.




“Swing Loan Request” has the
meaning specified in Section
2.3(b) (Swing Loans).




“Swing Loan Sublimit” means
$7,500,000.




“Syndication Agent” has the
meaning specified in the preamble hereto.




“Syndication Completion Date”
means the earlier to occur of (a) the 15th day following the Closing Date
and (b) the date upon which the Arrangers determine in their sole
reasonable discretion that the primary syndication of the Loans and Revolving
Credit Commitments has been completed.




“Tax Affiliate” means, with
respect to any Person, (a) any Subsidiary of such Person and (b) any
Affiliate of such Person with which such Person files or is eligible to file
consolidated, combined or unitary tax returns.




“Tax Returns” has the meaning
specified in Section 4.8(a)
(Taxes).




“Taxes” has the meaning
specified in Section 2.16(a)
(Taxes).




“Tender Offer” has the meaning
specified in Section 3.1(d)
(Conditions Precedent to Initial Loans and Letters of
Credit).




-37-


“Term Loan” means any loan
made to the Borrower pursuant to Section 2.1(b)(i), (b)(ii) or (c)
(The Commitments).




“Term Loan Borrowing” means a
borrowing consisting of Term Loans made on the same day by the Term Loan
Lenders.




“Term Loan Commitment” with
respect to each Term Loan Lender, means (a) the commitment of such Lender
to make Term Loans to the Borrower on the Closing Date in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule I (Commitments)
under the caption “Term Loan
Commitment” (as amended to reflect each Assignment and Acceptance
executed by such Lender), as such amount may be reduced pursuant to this
Agreement, and (b) any commitment by such Lender that is included as part
of a Facilities Increase to make Term Loans on any Facilities Increase Date, as
such amount may be reduced pursuant to this Agreement.




“Term Loan Commitment Termination
Date” means, with respect to any term commitment of any Lender or
prospective Lender, (a) if such commitment is entered into as part of a
Facilities Increase, the earlier of the date agreed by the Borrower and the
Administrative Agent to be the date of termination of the commitments for such
Facilities Increase, any termination date expressly set forth in the commitment
letter for such commitment and the Facilities Increase Date for such Facilities
Increase after the incurrence of any Term Loan on such date and (b) in the
case of any other commitment (including any Term Loan Commitment existing on or
prior to the Closing Date), the Closing Date, after the incurrence of any Term
Loan on such date.




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




“Term Loan Lender” means each
Lender that has a Term Loan Commitment or that holds a Term Loan.




“Term Loan Maturity Date”
means the sixth anniversary of the Closing Date.




“Term Loan Note” means a
promissory note of the Borrower payable to the order of any Term Loan Lender in
a principal amount equal to the amount of the Term Loan owing to such
Lender.




“Title IV Plan” means a
pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA
and to which the Parent any of its Subsidiaries or any ERISA Affiliate has any
obligation or liability, contingent or otherwise.




“Transactions” means the
transactions contemplated in connection with the closing of the Facilities, the
issuance of the Senior Notes, the refinancing of the Existing Credit Agreement
and the refinancing of the Existing Senior Subordinated Notes (including the
tender offer and consent solicitation related to the Existing Senior
Subordinated Notes).




“UCC” has the meaning
specified in the Pledge and Security Agreement.




“Unfinanced Capital
Expenditures” means, with respect to any Person for any period, the
Capital Expenditures of such Person in such period other than the portion of
such Capital Expenditures financed with the Net Cash Proceeds of
(a) Capital Leases or other Indebtedness (other than any Secured
Obligation) of the Parent or any of its Subsidiaries, (b) Equity Issuances
(but only to the extent of that portion of the Net Cash Proceeds of which have
not previously been (and are not simultaneously being) applied to make
Investments pursuant to Section 8.3(m) (Investments),
to make Restricted Payments pur-





-38-
 suant to
Section 8.5(c)(iii)
(Restricted Payments)
or to make other Capital Expenditures pursuant to this clause (b)) or
(c) Reinvestment Events; provided, however, that, (x) in
the case of Capital Leases, Indebtedness and Equity Issuances, the incurrence
thereof is permitted under this Agreement and the receipt of such Net Cash
Proceeds does not cause a mandatory prepayment of the Obligations pursuant to
Section 2.9 (Mandatory
Prepayments) and (y) in the case of Reinvestment Events, to the
extent the financing of Capital Expenditures with the Net Cash Proceeds thereof
is a Permitted Reinvestment of such Net Cash Proceeds permitted pursuant to
Section 2.9(e) (Mandatory
Prepayments).




“Unused Commitment Fee” has
the meaning specified in Section 2.12
(Fees).




“U.S. Lender” means each
Lender, Issuer or Agent that is a Domestic Person.




“Voting Stock” means Stock of
any Person having ordinary power to vote in the election of members of the board
of directors, managers, trustees or other controlling Persons, of such Person
(irrespective of whether, at the time, Stock of any other class or classes of
such entity shall have or might have voting power by reason of the happening of
any contingency).




“Wholly-Owned Subsidiary” of
any Person means any Subsidiary of such Person, all of the Stock of which (other
than Nominal Shares) is owned by such Person, either directly or indirectly
through one or more Wholly-Owned Subsidiaries of such Person.




“Withdrawal Liability” means,
with respect to the Parent or any of its Subsidiaries at any time, the aggregate
liability incurred (whether or not assessed) with respect to all Multiemployer
Plans pursuant to Section 4201 of ERISA or for increases in contributions
required to be made pursuant to Section 4243 of ERISA.




“Working Capital” means, for
any Person at any date, the amount, if any, by which the Consolidated Current
Assets of such Person at such date exceeds the Consolidated Current Liabilities
of such Person at such date.




Section
1.2  Computation
of Time Periods




In this
Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including” and the
words “to” and “until” each mean “to but excluding” and the
word “through” means
“to and
including.”




Section
1.3  Accounting
Terms and Principles




(a)  Except as
set forth below, all accounting terms not specifically defined herein shall be
construed in conformity with GAAP and all accounting determinations required to
be made pursuant hereto (including for purpose of measuring compliance with
Article V (Financial
Covenants)) shall, unless expressly otherwise provided herein, be made in
conformity with GAAP, except for the use of purchase accounting principles (as
set forth in Statements 16 (Prior Period Adjustments) and 17 (Accounting for
Leases) of the U.S. Financial Accounting Standards Board and the U.S. Statements
of Financial Accounting Standards 142 (regarding the elimination of goodwill
amortization) and 143 (regarding accounting for asset-retirement obligations))
and for the classification as liabilities mandatorily redeemable Stock and other
debt-like financial instruments (as set forth in the U.S. Statement of Financial
Accounting Standard 150).




(b)  If any
change in the accounting principles used in the preparation of the most recent
Financial Statements referred to in Section 6.1 (Financial
Statements) is hereafter required or permit-





-39-
 ted by
the rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
any successors thereto) and such change is adopted by the Parent or any of its
Subsidiaries with the agreement of the Borrower’s Accountants and results in a
change in any of the calculations required by Article V (Financial
Covenants) or VIII
(Negative Covenants) that would not have resulted had such accounting
change not occurred, the parties hereto agree to enter into negotiations in
order to amend such provisions so as to equitably reflect such change such that
the criteria for evaluating compliance with such covenants shall be the same
after such change as if such change had not been made; provided, however, that no change in
GAAP that would affect a calculation that measures compliance with any covenant
contained in Article V
(Financial Covenants) or VIII (Negative Covenants)
shall be given effect until such provisions are amended to reflect such changes
in GAAP.




(c)  For
purposes of making all financial calculations to determine compliance with Article V (Financial
Covenants), all components of such calculations (other than Capital
Expenditures) shall be adjusted to include or exclude, as the case may be,
without duplication, such components of such calculations attributable to any
business or assets that have been acquired by the Parent or any of its
Subsidiaries (including through any Permitted Acquisition) or that have been
sold pursuant to any Sale of Business either (i) on or before the Closing
Date or (ii) after the first day of the applicable period of determination
and prior to the end of such period, in each case as determined in good faith by
the Parent on a Pro Forma Basis.




Section
1.4  Conversion
of Foreign Currencies




(a)  Financial Covenant
Debt.  Financial Covenant Debt denominated in any currency
other than Dollars shall be calculated using the Dollar Equivalent thereof as of
the date of the Financial Statements on which such Financial Covenant Debt is
reflected.




(b)  Dollar
Equivalents.  The Administrative Agent shall determine the
Dollar Equivalent of any amount as required hereby, and a determination thereof
by the Administrative Agent shall be conclusive absent manifest
error.  The Administrative Agent may, but shall not be obligated to,
rely on any determination made by any Loan Party in any document delivered to
the Administrative Agent.  The Administrative Agent may determine or
redetermine the Dollar Equivalent of any amount on any date either in its own
discretion or upon the request of any Lender or Issuer.




(c)  Rounding-Off.  The
Administrative Agent may set up appropriate rounding-off mechanisms or otherwise
round off amounts hereunder to the nearest higher or lower amount in whole
Dollar or cent to ensure amounts owing by any party hereunder or that otherwise
need to be calculated or converted hereunder are expressed in whole Dollars or
in whole cents, as may be necessary or appropriate.




Section
1.5  Certain
Terms




(a)  The terms
“herein,” “hereof,” “hereto” and “hereunder” and similar terms
refer to this Agreement as a whole and not to any particular Article, Section,
subsection or clause in, this Agreement.




(b)  Unless
otherwise expressly indicated herein, (i) references in this Agreement to
an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the
appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in
this Agreement and (ii) the words “above” and “below,” when following a
reference to a clause or a sub-clause of any Loan Document, refer to a clause or
sub-clause within, respectively, the same Section or clause.




-40-


(c)  Each
agreement defined in this Article I shall include all
appendices, exhibits and schedules thereto.  Unless the prior written
consent of the Requisite Lenders or any Agent is required hereunder for an
amendment, restatement, supplement or other modification to any such agreement
and such consent is not obtained, references in this Agreement to such agreement
shall be to such agreement as so amended, restated, supplemented or
modified.




(d)  References
in this Agreement to any Requirement of Law shall be to such Requirement of Law
as amended or modified from time to time and to any successor legislation
thereto, in each case as in effect at the time any such reference is
operative.




(e)  The term
“including” when used
in any Loan Document means “including without limitation”
except when used in the computation of time periods.




(f)  The terms
“Lender,” “Revolving Credit Lender,”
“Term Loan Lender,”
“Issuer,” “Agent,” “Administrative Agent” and
“Syndication Agent”
include, without limitation, their respective successors.




(g)  Upon the
appointment of any successor Administrative Agent pursuant to Section 10.6 (Resignation of
Administrative Agent), references to Bank of America in the definitions
of Base Rate, Dollar Equivalent and Eurodollar Rate shall be deemed to refer to
the financial institution then acting as the Administrative Agent or one of its
Affiliates if it so designates.




Section
1.6  Letter
of Credit Amounts




Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the
maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such
time.




ARTICLE
II




The
Facilities




Section
2.1  The
Commitments




(a)  Revolving Credit
Commitments.  On the terms and subject to the conditions
contained in this Agreement, each Revolving Credit Lender severally agrees to
make loans in Dollars (each a “Revolving Loan”) to the
Borrower from time to time on any Business Day during the period from the date
hereof until the Revolving Credit Termination Date in an aggregate principal
amount at any time outstanding for all such loans by such Revolving Credit
Lender not to exceed such Revolving Credit Lender’s Revolving Credit Commitment;
provided, however, that at no time
shall any Revolving Credit Lender be obligated to make a Revolving Loan in
excess of such Revolving Credit Lender’s Ratable Portion of the Available
Credit.  Within the limits of the Revolving Credit Commitment of each
Revolving Credit Lender, amounts of Revolving Loans repaid may be reborrowed
under this Section
2.1.




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(b)  Term Loan
Commitments.




(i)  On the
terms and subject to the conditions contained in this Agreement, each Term Loan
Lender severally agrees to make a loan in Dollars to the Borrower on the Closing
Date in an amount not to exceed such Lender’s Term Loan Commitment on such
date.




(ii)  Each
Lender having, in its sole discretion, committed to a Facilities Increase shall
agree as part of such commitment that, on the Facilities Increase Date for such
Facilities Increase of the Term Loan Facility, on the terms and subject to the
conditions set forth in its commitment therefor or otherwise agreed to as part
of such commitment or set forth in this Agreement as amended in connection with
such Facilities Increase, such Lender shall make a loan in Dollars to the
Borrower in an amount not to exceed such commitment to such Facilities
Increase.




(iii)  Amounts
of Term Loans prepaid or repaid may not be reborrowed.




(c)  Facilities
Increase.




(i)  The
Borrower shall have the right to send to the Administrative Agent, after the
Closing Date, a Facilities Increase Notice to request an increase (each, a
“Facilities Increase”)
in the aggregate Revolving Credit Commitments or the disbursement of additional
Term Loans in excess of the Term Loans disbursed on the Closing Date, in a
principal amount not to exceed $200,000,000 in the aggregate for all such
requests made after the Closing Date; provided, however, that (A) no
Facilities Increase in the Revolving Credit Facility shall be effective later
than one year prior to the Scheduled Termination Date, (B) no Facilities
Increase in the Term Loan Facility shall be effective later than one year prior
to the Term Loan Maturity Date, (C) no Facilities Increase shall be
effective earlier than 10 days after the delivery of the Facilities Increase
Notice to the Administrative Agent in respect of such Facilities Increase and
(D) no more than four Facilities Increases shall be made pursuant to this
clause (c).  Nothing
in this Agreement shall be construed to obligate any Lender to negotiate for
(whether or not in good faith), solicit, provide or consent to any increase in
the Commitments, and any such increase may be subject to changes in any term
herein.




(ii)  The terms
and provisions of each Facilities Increase shall be as follows:





(A)  terms and
provisions of each Facilities Increase of Term Loans (“Incremental Term Loans”)
shall be, except as otherwise set forth herein or in the Increase Joinder,
identical to the Term Loans made on the Closing Date (it being understood that
Incremental Term Loans may be a part of the Term Loans);




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




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




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




(E)  the
Applicable Margins for the Incremental Term Loans shall be determined by
Borrower and the Lenders of the Incremental Term Loans; provided that in the event
that the Applicable Margins for any Incremental Term Loans are greater than the
Applicable Margins for the Term Loans by 50 basis points, then the Applicable
Margins for the Term Loans shall be in-





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 creased
to the extent necessary so that the Applicable Margins for the Incremental Term
Loans do not exceed the Applicable Margins for the Term Loans by more than 50
basis points, and Applicable Margins for Revolving Loans shall be increased by a
like amount; provided,
further, that in
determining the Applicable Margins applicable to the Term Loans and the
Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which
shall be deemed to constitute like amounts of OID) payable by Borrower to the
Lenders of the Term Loans or the Incremental Term Loans in the primary
syndication thereof shall be included (with OID being equated to interest based
on an assumed four-year life to maturity) and (y) customary arrangement or
commitment fees payable to the Arrangers (or their affiliates) in connection
with the Term Loans or to one or more arrangers (or their affiliates) of the
Incremental Term Loans shall be excluded;




(F)  except as
provided in subclause
(E) above, the components of the interest rate or yield for the
Incremental Term Loans shall be identical to those for the existing Term Loans;
and




(G)  to the
extent that the terms and provisions of Incremental Term Loans are not identical
to the Term Loans (except to the extent permitted by subclause (C), (D) or (E) above) they shall be
reasonably satisfactory to the Administrative Agent.




(iii)  The
Administrative Agent shall promptly notify each Lender of the proposed
Facilities Increase and of the proposed terms and conditions therefor agreed
between the Borrower and the Administrative Agent.  Each such Lender
(and each of their Affiliates and Approved Funds) may, in its sole discretion,
commit to participate in such Facilities Increase by forwarding its commitment
to the Administrative Agent therefor in form and substance satisfactory to the
Administrative Agent.  The Administrative Agent shall allocate, in its
sole discretion but in amounts not to exceed for each such Lender the commitment
received from such Lender, the Commitments to be made as part of the Facilities
Increase to the Lenders from which it has received such written
commitments.  If the Administrative Agent does not receive enough
commitments from existing Lenders or their Affiliates or Approved Funds, it may,
after consultation with the Borrower, allocate to Eligible Assignees any excess
of the proposed amount of such Facilities Increase agreed with the Borrower over
the aggregate amounts of the commitments received from existing
Lenders.




(iv)  The
increased or new Commitments shall be effected by a joinder agreement (the
“Increase Joinder”)
executed by Borrower, the Administrative Agent and each Lender making such
increased or new Commitment, in form and substance satisfactory to each of
them.  The Increase Joinder may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent,
to effect the provisions of this Section 2.1(c).  In
addition, unless otherwise specifically provided herein, all references in Loan
Documents to Revolving Loans or Term Loans shall be deemed, unless the context
otherwise requires, to include references to Revolving Loans made pursuant to
new Commitments and Term Loans, respectively, made pursuant to this
Agreement.




(v)  Each
Facilities Increase shall become effective on a date agreed by the Borrower and
the Administrative Agent (each, a “Facilities Increase Date”),
which shall be in any case on or after the date of satisfaction of the
conditions precedent set forth in Section 3.3 (Conditions Precedent to
Each Facilities Increase).  The Administrative Agent shall
notify the Lenders and the Borrower, at or before 1:00 p.m. (New York City time)
on the day following the Facilities Increase Date of the effectiveness of the
Facilities Increase on the Facilities Increase Date and shall record in the
Register all applicable additional information in respect of such Facilities
Increase.




(vi)  On the
Facilities Increase Date for any Facilities Increase in the Revolving Credit
Facility, each Lender or Eligible Assignee participating in such Facilities
Increase shall purchase from





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 each
existing Revolving Credit Lender having Revolving Loans outstanding on such
Facilities Increase Date, without recourse or warranty, an undivided interest
and participation, to the extent of such Revolving Credit Lender’s Ratable
Portion of the new Revolving Credit Commitments (after giving effect to such
Facilities Increase), in the aggregate outstanding Revolving Loans, so as to
ensure that, on the Facilities Increase Date after giving effect to such
Facilities Increase, each Revolving Credit Lender is owed only its Ratable
Portion of the Revolving Loans outstanding on such Facilities Increase
Date.




(vii)  The Loans
and Commitments established pursuant to this Section 2.1(c) shall
constitute Loans and Commitments under, and shall be entitled to all the
benefits afforded by, this Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guaranties
and security interests created by the Collateral Documents, except that the new
Loans may be subordinated in right of payment or the Liens securing the new
Loans may be subordinated, in each case, if and to the extent set forth in the
Increase Joinder.  The Loan Parties shall take any actions reasonably
required by the Administrative Agent to ensure and/or demonstrate that the Lien
and security interests granted by the Collateral Documents continue to be
perfected under the UCC or otherwise after giving effect to the establishment of
any such Term Loans or any such new Commitments.




Section
2.2  Borrowing
Procedures




(a)  Each
Borrowing shall be made on notice given by the Borrower to the Administrative
Agent not later than 11:00 a.m. (New York time) (i) on the date of the
proposed Borrowing, which shall be a Business Day, in the case of a Borrowing of
Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of
Eurodollar Rate Loans, prior to the date of the proposed
Borrowing.  Each such notice shall be in substantially the form of
Exhibit C (Form of Notice
of Borrowing) (a “Notice of Borrowing”),
specifying (A) the date of such proposed Borrowing (which, in the case of a
Term Loan Borrowing that is not made as part of a Facilities Increase, shall be
the Closing Date and, in the case of any Term Loan Borrowing that is made as
part of a Facilities Increase, shall be the Facilities Increase Date for such
Facilities Increase), (B) the aggregate amount of such proposed Borrowing,
(C) whether any portion of the proposed Borrowing will be of Base Rate
Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the
initial Interest Period or Periods thereof.  Loans shall be made as
Base Rate Loans unless, subject to Section 2.14 (Special Provisions
Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that
all or a portion thereof shall be Eurodollar Rate
Loans.  Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans),
if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate
Loans, the Administrative Agent may (but in no event shall be obligated to) make
a Swing Loan available to the Borrower in an aggregate amount not to exceed such
proposed Revolving Credit Borrowing, and the aggregate amount of the
corresponding proposed Revolving Credit Borrowing shall be reduced accordingly
by the principal amount of such Swing Loan.  Each Borrowing shall be
in an aggregate amount of not less than $1,000,000 or an integral multiple of
$100,000 in excess thereof.




(b)  The
Administrative Agent shall give to each Lender prompt notice of the
Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate
Loans are properly requested in such Notice of Borrowing, the applicable
interest rate determined pursuant to Section 2.14(a) (Special Provisions
Governing Eurodollar Rate Loans).  Each Lender shall, before
11:00 a.m. (New York time) with respect to Eurodollar Rate Loans or 2:00
p.m. (New York time) with respect to Base Rate Loans on the date of the proposed
Borrowing, make available to the Administrative Agent at its address referred to
in Section 11.8 (Notices,
Etc.), in immediately available funds, such Lender’s Ratable Portion of
such proposed Borrowing.  Upon fulfillment (or due waiver in
accordance with Section 11.1
(Amendments, Waivers, Etc.)) (i) on the Closing Date, of the
applicable conditions set forth in Section 3.1 (Conditions Precedent to
Initial Loans and Letters of Credit) and (ii) at any time (including
the Closing Date), of the





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 applicable
conditions set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit), and after the Administrative Agent’s
receipt of such funds, the Administrative Agent shall make such funds available
to the Borrower.




(c)  Unless
the Administrative Agent shall have received notice from a Lender prior to the
date (same date by 12:00 p.m. (New York time) for Base Rate Loans) of any
proposed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any
portion thereof), the Administrative Agent may assume that such Lender has made
such Ratable Portion available to the Administrative Agent on the date of such
Borrowing in accordance with this Section 2.2 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount.  If and to the
extent that such Lender shall not have so made such Ratable Portion available to
the Administrative Agent, such Lender and the Borrower severally agree to repay
to the Administrative Agent forthwith on demand (and, in the case of the
Borrower, within three Business Days after receipt of such demand) such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate for the first
Business Day and thereafter at the interest rate applicable at the time to the
Loans comprising such Borrowing.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such corresponding amount so
repaid shall constitute such Lender’s Loan as part of such Borrowing for
purposes of this Agreement.  If the Borrower shall repay to the
Administrative Agent such corresponding amount, such payment shall not relieve
such Lender of any obligation it may have hereunder to the
Borrower.




(d)  The
failure of any Lender to make on the date specified any Loan or any payment
required by it, including any payment in respect of its participation in Swing
Loans and Letter of Credit Obligations, shall not relieve any other Lender of
its obligations to make such Loan or payment on such date but no such other
Lender shall be responsible for the failure of any Defaulting Lender to make a
Loan or payment required under this Agreement.




Section
2.3  Swing
Loans




(a)  On the
terms and subject to the conditions contained in this Agreement, the Swing Loan
Lender may, in its sole discretion, make, in Dollars, loans (each a “Swing Loan”) otherwise
available to the Borrower under the Revolving Credit Facility from time to time
on any Business Day during the period from the date hereof until the Revolving
Credit Termination Date in an aggregate principal amount at any time outstanding
(together with the aggregate outstanding principal amount of any other Loan made
by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan
Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time
shall the Swing Loan Lender make any Swing Loan in excess of the Available
Credit.  Each Swing Loan shall be a Base Rate Loan. Each Swing Loan
shall mature no later than the earlier of (x) the date ten (10) Business Days
after such Swing Loan is made and (y) the Revolving Credit Termination
Date.  Within the limits set forth in the first sentence of this clause (a), amounts of
Swing Loans repaid may be reborrowed under this clause (a); provided
that the Borrower shall not use the proceeds of any Swing Loan to refinance any
outstanding Swing Loan.




(b)  In order
to request a Swing Loan, the Borrower shall telecopy (or forward by electronic
mail or similar means) to the Administrative Agent a duly completed request in
substantially the form of Exhibit D (Form of Swing Loan
Request), setting forth the requested amount and date of such Swing Loan
(a “Swing Loan
Request”), to be received by the Administrative Agent not later than





-45-
 2:00 p.m.
(New York time) on the day of the proposed borrowing.  The
Administrative Agent shall promptly notify the Swing Loan Lender of the details
of the requested Swing Loan.  Subject to the terms of this Agreement,
the Swing Loan Lender may make a Swing Loan available to the Administrative
Agent and, in turn, the Administrative Agent shall make such amounts available
to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan
Lender shall not make any Swing Loan in the period commencing on the first
Business Day after it receives written notice from the Administrative Agent or
any Revolving Credit Lender that one or more of the conditions precedent
contained in Section 3.2
(Conditions Precedent to Each Loan and Letter of Credit) shall not on
such date be satisfied, and ending when such conditions are
satisfied.  The Swing Loan Lender shall not otherwise be required to
determine that, or take notice whether, the conditions precedent set forth in
Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit) have been satisfied in
connection with the making of any Swing Loan.




(c)  The Swing
Loan Lender shall notify the Administrative Agent in writing (which writing may
be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New
York time) on the first Business Day of each week, of the aggregate principal
amount of its Swing Loans then outstanding.




(d)  The Swing
Loan Lender may demand at any time that each Revolving Credit Lender pay to the
Administrative Agent, for the account of the Swing Loan Lender, in the manner
provided in clause (e) below, such
Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding
Swing Loans, which demand shall be made through the Administrative Agent, shall
be in writing and shall specify the outstanding principal amount of Swing Loans
demanded to be paid.




(e)  The
Administrative Agent shall forward each notice referred to in clause (c) above and
each demand referred to in clause (d) above to each
Revolving Credit Lender on the day such notice or such demand is received by the
Administrative Agent (except that any such notice or demand received by the
Administrative Agent after 2:00 p.m. (New York time) on any Business Day or
any such demand received on a day that is not a Business Day shall not be
required to be forwarded to the Revolving Credit Lenders by the Administrative
Agent until the next succeeding Business Day), together with a statement
prepared by the Administrative Agent specifying the amount of each Revolving
Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing
Loans stated to be outstanding in such notice or demanded to be paid pursuant to
such demand, and, notwithstanding whether or not the conditions precedent set
forth in Sections 3.2
(Conditions Precedent to Each Loan and Letter of Credit) and 2.1(a) (The Commitments)
shall have been satisfied (which conditions precedent the Revolving Credit
Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before
11:00 a.m. (New York time) on the Business Day next succeeding the date of
such Revolving Credit Lender’s receipt of such notice or demand, make available
to the Administrative Agent, in immediately available funds, for the account of
the Swing Loan Lender, the amount specified in such statement (including for
this purpose cash collateral to be deposited in a Cash Collateral Account and
other credit support made available with respect to the applicable Swing
Loan).  Upon such payment by a Revolving Credit Lender, such Revolving
Credit Lender shall, except as provided in clause (f) below, be
deemed to have made a Revolving Loan to the Borrower.  The
Administrative Agent shall use such funds to repay the Swing Loans to the Swing
Loan Lender.  To the extent that any Revolving Credit Lender fails to
make such payment available to the Administrative Agent for the account of the
Swing Loan Lender, the Borrower shall repay such Swing Loan on
demand.




(f)  Upon the
occurrence of a Default under clause (ii) or (iii) of Section 9.1(f) (Events of
Default), each Revolving Credit Lender shall acquire, without recourse or
warranty, an undivided participation in each Swing Loan otherwise required to be
repaid by such Revolving Credit Lender pursuant to clause (e) above, which
participation shall be in a principal amount equal to such Revolving





-46-
 Credit
Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender
on the date on which such Revolving Credit Lender would otherwise have been
required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in
immediately available funds, an amount equal to such Revolving Credit Lender’s
Ratable Portion of such Swing Loan.  If all or part of such amount is
not in fact made available by such Revolving Credit Lender to the Swing Loan
Lender on such date, the Swing Loan Lender shall be entitled to recover any such
unpaid amount on demand from such Revolving Credit Lender together with interest
accrued from such date at the Federal Funds Rate for the first Business Day
after such payment was due and thereafter at the rate of interest then
applicable to Base Rate Loans.




(g)  From and
after the date on which any Revolving Credit Lender (i) is deemed to have
made a Revolving Loan pursuant to clause (e) above with
respect to any Swing Loan or (ii) purchases an undivided participation interest
in a Swing Loan pursuant to clause (f) above, the
Swing Loan Lender shall promptly distribute to such Revolving Credit Lender such
Revolving Credit Lender’s Ratable Portion of all payments of principal of and
interest received by the Swing Loan Lender on account of such Swing Loan other
than those received from a Revolving Credit Lender pursuant to clause (e) or (f) above.




Section
2.4  Letters
of Credit





(a)  The Letter of Credit
Commitment.




(i)  Subject
to the terms and conditions set forth herein, (A) each Issuer agrees, in
reliance upon the agreements of the Revolving Credit Lenders set forth in this
Section 2.4, (1) from
time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account
of the Borrower, and to amend or extend Letters of Credit previously issued by
it, in accordance with subsection (b) below, and (2) to honor drawings under the
Letters of Credit; and (B) the Revolving Credit Lenders severally agree to
participate in Letters of Credit issued for the account of the Borrower and any
drawings thereunder; provided that after giving
effect to Issuance of any Letter of Credit, (x) the Revolving Credit
Outstandings shall not exceed the aggregate Commitments, (y) the aggregate
Outstanding Amount of the Revolving Loans of any Revolving Credit Lender, plus
such Revolving Credit Lender’s Ratable Portion of the Outstanding Amount of all
Letter of Credit Obligations, plus such Revolving Credit Lender’s Ratable
Portion of the Outstanding Amount of all Swing Loans shall not exceed such
Revolving Credit Lender’s Commitment, and (z) the Outstanding Amount of the
Letter of Credit Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Borrower
that the Issuance so requested complies with the conditions set forth in the
proviso to the preceding sentence.  Within the foregoing limits, and
subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and
reimbursed.




(ii)  No Issuer
shall issue any Letter of Credit, if:




(A)  subject
to clause (b)(iii)
below, the expiry date of such requested Letter of Credit would occur more than
twelve months after the date of issuance or last extension, unless the Requisite
Revolving Credit Lenders have approved such expiry date; or




(B)  the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless the Administrative Agent and the applicable
Issuer approve and the Borrower shall have provided cash collateral for the
Letter of Credit Obligations relating to





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 such
Letter of Credit in the manner set forth in Section 9.3 (Actions in Respect of
Letters of Credit and Swing Loans) in an amount equal to 102% of such
Letter of Credit Obligations.




(iii)  No Issuer
shall be under any obligation to issue any Letter of Credit if:




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




(B)  the
issuance of such Letter of Credit would violate one or more policies of such
Issuer applicable to letters of credit generally;




(C)  except as
otherwise agreed by the Administrative Agent and such Issuer, such Letter of
Credit is in an initial stated amount less than $100,000, in the case of a
Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of
Credit;




(D)  such
Letter of Credit is to be denominated in a currency other than
Dollars;




(E)  any
Revolving Credit Lender is at such time a Defaulting Lender, unless such Issuer
has entered into arrangements, including the delivery of cash collateral,
satisfactory to such Issuer (in its sole discretion) with the Borrower or such
Defaulting Lender to eliminate such Issuer’s actual or potential Fronting
Exposure with respect to such Defaulting Lender as to either the Letter of
Credit then proposed to be issued or such Letter of Credit and all other Letter
of Credit Obligations as to which such Issuer has such actual or potential risk,
as it may elect in its sole discretion; or




(F)  such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder.




(iv)  An Issuer
shall not amend any Letter of Credit if such Issuer would not be permitted at
such time to issue such Letter of Credit in its amended form under the terms
hereof.




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




(vi)  Each
Issuer shall act on behalf of the Revolving Credit Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and each
Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article X (The Agents) with
respect to any acts taken or omissions suffered by such Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article X (The Agents)
included such Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to such Issuer.




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(b)  Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




(i)  Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the applicable Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by such
Issuer and the Administrative Agent not later than 11:00 a.m. at least two
Business Days (or such later date and time as the Administrative Agent and such
Issuer may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be.  In
the case of a request for an initial issuance of a Letter of Credit, such Letter
of Credit Application shall specify in form and detail satisfactory to such
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (G) the purpose and nature of the requested Letter of
Credit; and (H) such other matters as such Issuer may require.  In the
case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to
the applicable Issuer (A) the Letter of Credit to be amended; (B) the proposed
date of amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as such Issuer may
require.  Additionally, the Borrower shall furnish to such Issuer and
the Administrative Agent such other documents and information pertaining to
such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as such Issuer or the Administrative Agent may require.




(ii)  Promptly
after receipt of any Letter of Credit Application, such Issuer will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Borrower
and, if not, such Issuer will provide the Administrative Agent with a copy
thereof.  Unless such Issuer has received written notice from any
Revolving Credit Lender, the Administrative Agent or any Loan Party, at least
one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit) shall not then be satisfied,
then, subject to the terms and conditions hereof, such Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Borrower or
enter into the applicable amendment, as the case may be, in each case in
accordance with such Issuer’s usual and customary business
practices.  Immediately upon the issuance of each Letter of Credit,
each Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from such Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving Credit
Lender’s Ratable Portion times the amount of
such Letter of Credit.




(iii)  If the
Borrower so requests in any applicable Letter of Credit Application, the
applicable Issuer may, in its sole discretion, agree to issue a Letter of Credit
that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such
Auto-Extension Letter of Credit must permit such Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued.  Unless otherwise directed by such Issuer, the
Borrower shall not be required to make a specific request to such Issuer for any
such extension.  Once an Auto-Extension Letter of Credit has been
issued, the Revolving Credit Lenders shall be deemed to have authorized (but may
not require) such Issuer to permit the extension of such Letter of Credit at any
time; provided that if
the expiry date of such Letter of Credit is later than the Letter of Credit
Expiration Date,





-49-
 the
Borrower shall provide cash collateral in the manner set forth in clause (a)(ii)(B) above;
provided, further, that such Issuer
shall not permit any such extension if (A) such Issuer has determined that it
would not be permitted, or would have no obligation, at such time to issue such
Letter of Credit in its revised form (as extended) under the terms hereof (by
reason of the provisions of clause (ii) or (iii) of clause (a) above or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Requisite
Revolving Credit Lenders have elected not to permit such extension or (2) from
the Administrative Agent, any Revolving Credit Lender or the Borrower that one
or more of the applicable conditions specified in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit)is not then satisfied, and in each such
case directing such Issuer not to permit such extension.




(iv)  Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the applicable Issuer will also deliver to the Borrower and the Administrative
Agent a true and complete copy of such Letter of Credit or
amendment.




(c)  Drawings and Reimbursements; Funding
of Participations.




(i)  Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the applicable Issuer shall notify the Borrower and
the Administrative Agent thereof.  Not later than 11:00 a.m. on the
date of any payment by such Issuer under a Letter of Credit (each such date, an
“Honor Date”), the
Borrower shall reimburse such Issuer through the Administrative Agent in an
amount equal to the amount of such drawing.  If the Borrower fails to
so reimburse such Issuer by such time, the Administrative Agent shall promptly
notify each Revolving Credit Lender of the Honor Date, the amount of the
Reimbursement Amount, and the amount of such Revolving Credit Lender’s Ratable
Portion thereof.  In such event, the Borrower shall be deemed to have
requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Reimbursement Obligations, without regard to the minimum and
multiples specified in Section
2.2 (Borrowing Procedures) for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the aggregate Commitments
and the conditions set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit) (other than the delivery of a Notice of
Borrowing).  Any notice given by such Issuer or the Administrative
Agent pursuant to this clause
(c)(i) may be given by telephone if immediately confirmed in writing;
provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.




(ii)  Each
Revolving Credit Lender shall upon any notice pursuant to clause (c)(i) above make
funds available (including the application of available cash collateral and
other credit support provided for this purpose pursuant to clause (a)(iii)(E)above)to the Administrative
Agent for the account of the applicable  Issuer at the Administrative
Agent’s Office in an amount equal to its Ratable Portion of the Reimbursement
Obligations not later than 1:00 p.m. on the Business Day specified in such
notice by the Administrative Agent, whereupon, subject to the provisions of
clause (c)(iii) below,
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to such
Issuer.




(iii)  With
respect to any Reimbursement Obligations that are not fully refinanced by a
Borrowing of Base Rate Loans because the conditions set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit) cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the applicable Issuer
a Letter of Credit Borrowing in the amount of the Reimbursement Obligations that
are not so refinanced, which Letter of Credit Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default rate
of interest specified in





-50-
 Section 2.10(c)
(Interest).  In such event, each Revolving Credit Lender’s
payment to the Administrative Agent for the account of such Issuer pursuant to
clause (c)(ii) above
shall be deemed payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a Letter of Credit Advance from such Revolving
Credit Lender in satisfaction of its participation obligation under this Section
2.4.




(iv)  Until
each Revolving Credit Lender funds its Loan or Letter of Credit Advance pursuant
to this clause (c) to
reimburse the applicable Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Revolving Credit Lender’s Ratable Portion of such
amount shall be solely for the account of such Issuer.




(v)  Each
Revolving Credit Lender’s obligation to make Loans or Letter of Credit Advances
to reimburse the applicable Issuer for amounts drawn under Letters of Credit, as
contemplated by this clause
(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Revolving Credit Lender may have against such Issuer, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Revolving
Credit Lender’s obligation to make Loans pursuant to this clause (c) is subject to the
conditions set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit) (other than delivery by the Borrower of a
Notice of Borrowing).  No such making of an Letter of Credit Advance
shall relieve or otherwise impair the obligation of the Borrower to reimburse
such Issuer for the amount of any payment made by such Issuer under any Letter
of Credit, together with interest as provided herein.




(vi)  If any
Revolving Credit Lender fails to make available to the Administrative Agent for
the account of the applicable Issuer any amount required to be paid by such
Revolving Credit Lender pursuant to the foregoing provisions of this clause (c) by the time
specified in clause
(c)(ii), then, without limiting the other provisions of this Agreement,
such Issuer shall be entitled to recover from such Revolving Credit Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to such Issuer at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by such
Issuer in accordance with banking industry rules on interbank compensation, plus
any administrative, processing or similar fees customarily charged by such
Issuer in connection with the foregoing.  If such Revolving Credit
Lender pays such amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Revolving Credit Lender’s Loan included in the
relevant Borrowing or Letter of Credit Advance in respect of the relevant Letter
of Credit Borrowing, as the case may be.  A certificate of such Issuer
submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.




(d)  Repayment of
Participations.




(i)  At any
time after the applicable Issuer has made a payment under any Letter of Credit
and has received from any Revolving Credit Lender such Revolving Credit Lender’s
Letter of Credit Advance in respect of such payment in accordance
with  clause
(c) above, if the Administrative Agent receives for the account of such
Issuer any payment in respect of the related Reimbursement Obligations or
interest thereon (whether directly from the Borrower or otherwise, including
proceeds of cash collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Revolving Credit Lender its Ratable
Portion thereof in the same funds as those received by the Administrative
Agent.




-51-


(ii)  If any
payment received by the Administrative Agent for the account of the applicable
Issuer pursuant to clause
(c)(i) above is required to be returned under any of the circumstances
described in Section 11.14
(Marshaling; Payments Set Aside) (including pursuant to any settlement
entered into by such Issuer in its discretion), each Revolving Credit Lender
shall pay to the Administrative Agent for the account of such Issuer its Ratable
Portion thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such
Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The obligations of the Revolving Credit
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.




(e)  Obligations Absolute.The obligation of the
Borrower to reimburse the applicable Issuer for each drawing under each Letter
of Credit and to repay each Letter of Credit Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following.




(i)  any lack
of validity or enforceability of such Letter of Credit, this Agreement, or any
other Loan Document;




(ii)  the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), such Issuer or any other Person, whether
in connection with this Agreement, the transactions contemplated hereby or by
such Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;




(iii)  any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




(iv)  any
payment by such Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by such Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
for the benefit of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief
Law; or




(v)  any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any
Subsidiary.




The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify such Issuer.  The Borrower shall be
conclusively deemed to have waived any such claim against such Issuer and its
correspondents unless such notice is given as aforesaid.




(f)  Role of Issuer.Each Revolving Credit
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, the applicable Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of





-52-
 the
Person executing or delivering any such document.  None of the
Issuers, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of any Issuer shall be liable to any
Revolving Credit Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Credit Lenders,
Requisite Lenders or the Requisite Revolving Credit Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided,
however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the Issuers, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of clause (e) above; provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim
against an Issuer, and such Issuer may be liable to the Borrower, to the extent,
but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by such
Issuer’s willful misconduct or gross negligence or such Issuer’s willful failure
to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not
in limitation of the foregoing, any Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and such Issuer shall
not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.




(g)  Applicability of ISP and
UCP.Unless
otherwise expressly agreed by an Issuer and the Borrower when a Letter of Credit
is issued, (i) the rules of the ISP shall apply to each Standby Letter of
Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at
the time of issuance, shall apply to each Commercial Letter of
Credit.




(h)  Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.




Section
2.5  Termination
of the Commitments




(a)  The
Borrower may, upon at least three Business Days’ prior notice to the
Administrative Agent, terminate in whole or reduce in part ratably the unused
portions of the respective Revolving Credit Commitments of the Revolving Credit
Lenders or, prior to the Term Loan Commitment Termination Date for the Term Loan
Commitments, the unused portions of such Term Loan Commitments of the Term Loan
Lenders; provided,
however, that each
partial reduction shall be in an aggregate amount of not less than $5,000,000 or
an integral multiple of $1,000,000 in excess thereof and need not be ratable
between the Facilities.




(b)  The then
current Revolving Credit Commitments shall be permanently reduced on each date
on which a prepayment of Revolving Loans or Swing Loans is made (or would be
required to be made had the outstanding Revolving Loans and Swing Loans equaled
the Revolving Credit Commitments then in effect) pursuant to Section 2.9(a)and(c) (Mandatory Prepayments)
from the proceeds of any Asset Sale (other than any prepayment of the Revolving
Loans or Swing Loans required to be made solely to the extent of a Borrowing
thereof made to consummate a Permitted Acquisition, as set





-53-
 forth in
a Permitted Acquisition Notice) or Property Loss Event (but not prepayments
required to be made because of Debt Issuances or Excess Cash Flow), in each case
in the amount of such prepayment (or of the prepayment that would have been
required) (and the Revolving Credit Commitment of each Revolving Credit Lender
shall be reduced by its Ratable Portion of such amount).




(c)  Any
unused Term Loan Commitment shall terminate on the Term Loan Commitment
Termination Date for such Term Loan Commitment.




Section
2.6  Repayment
of Loans




(a)  The
Borrower promises to repay the entire unpaid principal amount of the Revolving
Loans and the Swing Loans on the Scheduled Termination Date or earlier, if
otherwise required by the terms hereof.




(b)  The
Borrower promises to repay 0.25% of the initial principal amount of each Term
Loan made under the Term Loan Facility, on the last Business Day of each
calendar quarter, commencing on June 30, 2010; provided, however, that the Borrower
shall repay the entire unpaid principal amount of each Term Loan on the Term
Loan Maturity Date.




Section
2.7  Evidence
of Debt




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




(b)  (i)  The
Administrative Agent, acting as agent of the Borrower solely for this purpose
and for tax purposes, shall establish and maintain at its address referred to in
Section 11.8 (Notices,
Etc.) a record of ownership (the “Register”) in which the
Administrative Agent agrees to register by book entry the Administrative
Agent’s, each Lender’s and each Issuer’s interest in each Loan, each Letter of
Credit and each Reimbursement Obligation, and in the right to receive any
payments hereunder and any assignment of any such interest or
rights.  In addition, the Administrative Agent, acting as agent of the
Borrower solely for this purpose and for tax purposes, shall establish and
maintain accounts in the Register in accordance with its usual practice in which
it shall record (i) the names and addresses of the Lenders and the Issuers,
(ii) the Commitments of each Lender from time to time, (iii) the
amount of each Loan made and, if a Eurodollar Rate Loan, the Interest Period
applicable thereto, (iv) the amount of any principal or interest due and
payable, and paid, by the Borrower to, or for the account of, each Lender
hereunder, (v) the amount that is due and payable, and paid, by or on
behalf of the Borrower to, or for the account of, each Issuer, including the
amount of Letter of Credit Obligations (specifying the amount of any
Reimbursement Obligations) due and payable to an Issuer, and (vi) the
amount of any sum received by the Administrative Agent hereunder or under any
Loan Document from any Loan Party, whether such sum constitutes principal or
interest (and the type of Loan to which it applies), fees, expenses or other
amounts due under the Loan Documents and each Lender’s and Issuer’s, as the case
may be, share thereof, if applicable.




(ii)  Notwithstanding
anything to the contrary contained in this Agreement, the Loans (including the
Notes evidencing such Loans) and the Reimbursement Obligations are registered
obligations and the right, title, and interest of the Lenders and the Issuers
and their assignees in and to such Loans or Reimbursement Obligations, as the
case may be, shall be transferable only upon notation of such transfer in the
Register.  A Note shall only evidence the Lender’s or a registered
assignee’s right, title and interest in and to the related Loan, and in no event
is any such Note to be considered a bearer instrument





-54-
 or
obligation.  This Section 2.7(b) and Section 11.2 (Assignments and
Participations) shall be construed so that the Loans and Reimbursement
Obligations are at all times maintained in “registered form” within the
meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any
related regulations (or any successor provisions of the Code or such
regulations).




(c)  The
entries made in the Register and in the accounts therein maintained pursuant to
clauses (a) and
(b) above shall, to the
extent permitted by applicable law, be conclusiveevidence of the
existence (absent manifest error) and amounts of the obligations recorded
therein; provided,
however, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of the Borrower
to repay the Loans in accordance with their terms.  In addition, the
Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat
each Person whose name is recorded in the Register as a Lender or as an Issuer,
as applicable, for all purposes of this Agreement, notwithstanding any notice to
the contrary.  Information contained in the Register with respect to
any Lender or Issuer shall be available for inspection by the Borrower, the
Administrative Agent, such Lender or such Issuer at any reasonable time and from
time to time upon reasonable prior notice.




(d)  Notwithstanding
any other provision of the Agreement, in the event that any Lender requests that
the Borrower execute and deliver a promissory note or notes payable to such
Lender in order to evidence the Indebtedness owing to such Lender by the
Borrower hereunder, the Borrower shall promptly execute and deliver a Note or
Notes to such Lender, payable to such Lender or its registered assigns,
evidencing any Revolving Loans and Term Loans, as the case may be, of such
Lender, substantially in the forms of Exhibit B-1 (Form of Revolving
Credit Note) and Exhibit B-2 (Form of Term
Note), respectively.




(e)  In each
case where a Revolving Credit Lender purchases an undivided participation
interest in a Swing Loan pursuant to Section 2.3(f) (Swing Loans),
the Swing Loan Lender shall (i) keep a register meeting the requirements of
Treasury Regulation section 5f.103-1(c) of each Revolving Credit Lender’s
entitlement to payments of principal and interest with respect to each such
Swing Loan and (ii) collect, prior to the time such Revolving Credit Lender
receives payment with respect to such Swing Loan, from each such Revolving
Credit Lender the appropriate forms, certificates, and statements described in
Section 2.16 (Taxes)
(and updated as required by such Section 2.16).




Section
2.8  Optional
Prepayments




(a)  Revolving
Loans.  The Borrower may prepay the outstanding principal
amount of the Revolving Loans, together with accrued interest to the date of
such prepayment on the principal amount prepaid, upon three (3) Business Days’
prior notice for Eurodollar Rate Loans or one (1) Business Day prior notice for
Base Rate Loans, which notice shall be received not later than 11:00 a.m. (New
York time) on such date by the Administrative Agent, and Swing Loans in whole or
in part at any time; provided, however, that (i) if any
prepayment of any Eurodollar Rate Loan is made by or on behalf of the Borrower
other than on the last day of an Interest Period for such Loan, the Borrower
shall also pay any amount owing pursuant to Section 2.14(e) (Special Provisions
Governing Eurodollar Rate Loans)and (ii) each such prepayment that is a
partial prepayment shall be in an aggregate amount that is an integral multiple
of $1,000,000.




(b)  Term Loans.  The
Borrower may, upon at least three Business Days’ prior notice to the
Administrative Agent, which notice shall be received not later than 11:00 a.m.
on such date, stating the proposed date and aggregate principal amount of the
prepayment, prepay the outstanding principal amount of the Term Loans, in whole
or in part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that (i) if any
such prepayment is a prepayment





-55-
 of any
Eurodollar Rate Loan made by or on behalf of the Borrower other than on the last
day of an Interest Period for such Loan, the Borrower shall also pay any amounts
owing pursuant to Section
2.14(e) (Special Provisions Governing Eurodollar Rate Loans),
(ii) each such prepayment that is a partial prepayment shall be in an
aggregate amount that is an integral multiple of $1,000,000, and (iii) any
such partial prepayment that is a prepayment of the Term Loans shall be applied
to first to reduce the next four remaining installments of such outstanding
principal amount of the Term Loans in the order of their maturity and then to
reduce the remaining installments thereof ratably.  Upon the giving of
such notice of prepayment, the principal amount of the Term Loans specified to
be prepaid shall become due and payable on the date specified for such
prepayment.




(c)  Discounted Voluntary
Prepayments.




(i)  Notwithstanding
anything to the contrary in clause (b) above, Section 2.13(f) (Payments and
Computations) or Section 11.7 (Sharing of Payments,
etc.) (which provisions shall not be applicable to this clause(c)), any Purchasing
Borrower Party shall have the right at any time and from time to time to prepay
Term Loans to the Lenders at a discount to the par value of such Loans and on a
non pro rata basis (each, a “Discounted Voluntary
Prepayment”) pursuant to the procedures described in this clause (c); providedthat (A) no
Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving
Loan or Swing Loan, (B) immediately after giving effect to any Discounted
Voluntary Prepayment, the sum of (x) the excess of the aggregate Revolving
Credit Commitments at such time less the aggregate Revolving Credit Outstandings
plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower
and its Subsidiaries shall be not less than $25,000,000, (C) any Discounted
Voluntary Prepayment shall be offered to all Lenders with Term Loans on a pro
rata basis, (D) such Purchasing Borrower Party shall deliver to the
Administrative Agent a certificate stating that (1) no Default or Event of
Default has occurred and is continuing or would result from the Discounted
Voluntary Prepayment (after giving effect to any related waivers or amendments
obtained in connection with such Discounted Voluntary Prepayment), (2) each of
the conditions to such Discounted Voluntary Prepayment contained in this clause (c) has been
satisfied, (3) such Purchasing Borrower Party does not have any material
non-public information (“MNPI”) with respect to the
Parent or any of its Subsidiaries that either (a) has not been disclosed to the
Lenders (other than Lenders that do not wish to receive MNPI with respect to the
Parent, any of its Subsidiaries or Affiliates) prior to such time or (b) if not
disclosed to the Lenders, could reasonably be expected to have a material effect
upon, or otherwise be material, (i) to a Lender’s decision to participate in any
Discounted Voluntary Prepayment or (ii) to the market price of the Term
Loans.




(ii)  To the
extent a Purchasing Borrower Party seeks to make a Discounted Voluntary
Prepayment, such Purchasing Borrower Party will provide written notice to the
Administrative Agent substantially in the form of Exhibit L hereto (each,
a “Discounted Prepayment
Option Notice”) that such Purchasing Borrower Party desires to prepay
Term Loans in an aggregate principal amount specified therein by the Purchasing
Borrower Party (each, a “Proposed Discounted Prepayment
Amount”), in each case at a discount to the par value of such Term Loans
as specified below.  Each Proposed Discounted Prepayment Amount of
Term Loans shall not be less than $10,000,000.  The Discounted
Prepayment Option Notice shall further specify with respect to the proposed
Discounted Voluntary Prepayment:  (A) the Proposed Discounted
Prepayment Amount of Term Loans, (B) a discount range (which may be a single
percentage) selected by the Purchasing Borrower Party with respect to such
proposed Discounted Voluntary Prepayment (representing the percentage of par of
the principal amount of Term Loans to be prepaid) (the “Discount Range”), and (C) the
date by which Lenders are required to indicate their election to participate in
such proposed Discounted Voluntary Prepayment which shall be at least five
Business Days following the date of the Discounted Prepayment Option Notice (the
“Acceptance
Date”).




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(iii)  Upon
receipt of a Discounted Prepayment Option Notice in accordance with clause (c)(ii) above, the
Administrative Agent shall promptly notify each Term Lender
thereof.  On or prior to the Acceptance Date, each such Lender may
specify by written notice substantially in the form of Exhibit M hereto (each,
a “Lender Participation
Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the
Discount Range (for example, 80% of the par value of the Loans to be prepaid)
and (B) a maximum principal amount (subject to rounding requirements specified
by the Administrative Agent) of Term Loans with respect to which such Lender is
willing to permit a Discounted Voluntary Prepayment at the Acceptable Price
(“Offered
Loans”).  Based on the Acceptable Prices and principal amounts
of Term Loans specified by the Lenders in the applicable Lender Participation
Notice, the Administrative Agent, in consultation with the Purchasing Borrower
Party, shall determine the applicable discount for Term Loans (the “Applicable Discount”), which
Applicable Discount shall be (A) the percentage specified by the Purchasing
Borrower Party if the Purchasing Borrower Party has selected a single percentage
pursuant to clause(c)(ii) above for the
Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at
which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment
Amount in full (determined by adding the principal amounts of Offered Loans
commencing with the Offered Loans with the lowest Acceptable Price); provided,however, that in the event
that such Proposed Discounted Prepayment Amount cannot be repaid in full at any
Acceptable Price, the Applicable Discount shall be the highest Acceptable Price
specified by the Lenders that is within the Discount Range.  The
Applicable Discount shall be applicable for all Lenders who have offered to
participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as
defined below).  Any Lender with outstanding Term Loans whose Lender
Participation Notice is not received by the Administrative Agent by the
Acceptance Date shall be deemed to have declined to accept a Discounted
Voluntary Prepayment of any of its Term Loans at any discount to their par value
within the Applicable Discount.




(iv)  The
Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by
prepaying those Term Loans (or the respective portions thereof) offered by the
Lenders (“Qualifying
Lenders”) that specify an Acceptable Price that is equal to or lower than
the Applicable Discount (“Qualifying Loans”) at the
Applicable Discount; providedthat if the aggregate proceeds required to prepay all Qualifying Loans
(disregarding any interest payable at such time) would exceed the amount of
aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount,
such amounts in each case calculated by applying the Applicable Discount, the
Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the
Qualifying Lenders based on their respective principal amounts of such
Qualifying Loans (subject to rounding requirements specified by the
Administrative Agent).  If the aggregate proceeds required to prepay
all Qualifying Loans (disregarding any interest payable at such time) would be
less than the amount of aggregate proceeds required to prepay the Proposed
Discounted Prepayment Amount, such amounts in each case calculated by applying
the Applicable Discount, the Purchasing Borrower Party shall prepay all
Qualifying Loans.




(v)  Each
Discounted Voluntary Prepayment shall be made within four Business Days of the
Acceptance Date (or such other date as the Administrative Agent shall reasonably
agree, given the time required to calculate the Applicable Discount and
determine the amount and holders of Qualifying Loans), without premium or
penalty (but subject to Section 2.14(e) (Special Provisions
Governing Eurodollar Rate Loans)), upon irrevocable notice substantially
in the form of Exhibit N hereto (each a
“Discounted Voluntary
Prepayment Notice”), delivered to the Administrative Agent no later than
11:00 a.m. (New York City time), three Business Days prior to the date of
such Discounted Voluntary Prepayment, which notice shall specify the date and
amount of the Discounted Voluntary Prepayment and the Applicable Discount
determined by the Administrative Agent.  Upon receipt of any
Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly
notify each relevant Lender thereof.  If any Discounted Voluntary
Prepayment Notice is given, the amount specified in such notice shall be due and
pay-





-57-
 able to
the applicable Lenders, subject to the Applicable Discount on the applicable
Loans, on the date specified therein together with accrued interest (on the par
principal amount) to but not including such date on the amount
prepaid.




(vi)  To the
extent not expressly provided for herein, each Discounted Voluntary Prepayment
shall be consummated pursuant to reasonable procedures (including as to timing,
rounding and calculation of Applicable Discount in accordance with clause (c)(iii) above)
established by the Administrative Agent in consultation with the
Borrower.




(vii)  Prior to
the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to
the Administrative Agent, the Purchasing Borrower Party may withdraw its offer
to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment
Option Notice.




Section
2.9  Mandatory
Prepayments




(a)  Within
three Business Days after receipt by any Loan Party or any Subsidiary of any
Loan Party of Net Cash Proceeds (or, in the case of clause (iii) below, upon
the receipt by any Loan Party, or any Subsidiary of any Loan Party of any
proceeds of any “Asset Sale,” as defined in such clause, within one Business Day
after the day such proceeds become subject to such clause) the following shall
occur:




(i)  to the
extent such Net Cash Proceeds arise from an Asset Sale, Property Loss Event or
Debt Issuance, the Borrower (or, at the Borrower’s option, any other Loan Party
for the benefit of the Borrower) shall immediately prepay the Loans (or provide
cash collateral in respect of Letters of Credit) in an amount equal to 100% of
such Net Cash Proceeds; provided, however, that:




(A)  no such
prepayment caused by the receipt of Net Cash Proceeds arising from an Asset Sale
shall be required to the extent that the Dollar Equivalent of the sum of such
Net Cash Proceeds and all other Net Cash Proceeds from Asset Sales received by
the Parent or any of its Subsidiaries after the Closing Date does not exceed
$15,000,000 (it being understood that a prepayment shall only be required of
such excess to the extent such Dollar Equivalent exceeds
$15,000,000);




(B)  as long
as no Event of Default shall have occurred and be continuing, no such prepayment
caused by the receipt of Net Cash Proceeds arising from any incurrence of
Additional Permitted Debt shall be required if (1) the Administrative Agent
has received an Additional Permitted Debt Notice with respect of such incurrence
and (2) such Net Cash Proceeds are intended to be used substantially
contemporaneously with such incurrence for the Permitted Acquisition set forth
in such Additional Permitted Debt Notice; provided, further, that,
notwithstanding the foregoing, such prepayment shall be required (in the
percentages set forth above) in an amount equal to the Net Cash Proceeds of the
Additional Permitted Debt not used to fund substantially contemporaneously with
the issuance of such Additional Permitted Debt the Permitted Acquisition
identified in the corresponding Additional Permitted Debt Notice;
and




(ii)  notwithstanding
the foregoing in this clause (a) and
notwithstanding clause (e) below, at any
time when any Loan Party, any Subsidiary of any Loan Party or any Joint Venture
of any of them consummates any “Asset Sale,” as defined in any Senior Notes
Document (together with any word of similar applications defined in any
Subordinated Debt Document or any Disqualified Stock Document), at any time
when, and to the extent, in the absence of any re-





-58-
 quirement
to prepay the Secured Obligations hereunder, the Borrower would be required to
prepay, or make an offer to purchase, any Subordinated Debt or Disqualified
Stock, the Borrower (or, at the Borrower’s option, any other Loan Party for the
benefit of the Borrower) shall immediately prepay the Loans (or provide cash
collateral in respect of Letters of Credit) in an amount not to exceed the
proceeds of such “Asset Sale.”




Any such
mandatory prepayment shall be applied in accordance with clause (c)
below.




(b)  The
Borrower (or, at the Borrower’s option, any other Loan Party for the benefit of
the Borrower) shall prepay the Loans within 90 days after the last day of each
Fiscal Year (beginning with the Fiscal Year 2011 (i.e., the first such
prepayment to be within 90 days of March 31, 2011)), in an amount equal to
the difference between (i) 50% of the Excess Cash Flow for such Fiscal Year
and (ii) the sum of (x) all optional cash principal payments on the Loans
made during such Fiscal Year (but only, in the case of payment in respect of
Revolving Loans, to the extent that the Revolving Credit Commitments are
permanently reduced by the amount of such payments) and (y) the amount expended
by any Purchasing Borrower Parties to prepay any Term Loans pursuant to Section 2.8(c) (Optional
Prepayments); provided, however, that, if the
Leverage Ratio of the Parent on the last day of such Fiscal Year is less than
3.75 to 1.0, then no such prepayment shall be required.  Any such
mandatory prepayment shall be applied in accordance with clause (c)
below.




(c)  Subject
to the provisions of Section
2.13(g) (Payments and Computations) and clause (e) below, any
prepayments required to be applied in accordance with this clause (c) shall be
applied as follows:  first, to repay the
outstanding principal balance of the Term Loans, until such Term Loans shall
have been paid in full; second, to repay the
outstanding principal balance of the Swing Loans until such Swing Loans shall
have been paid in full; third, to repay the
outstanding principal balance of the Revolving Loans until such Revolving Loans
shall have been paid in full; and fourth, to provide cash
collateral for any Letter of Credit Obligations in an amount equal to 102% of
such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of
Letters of Credit) until all such Letter of Credit Obligations have been
fully cash collateralized in the manner set forth therein; provided, however, that, at any time
prior to the occurrence and continuation of any Event of Default, any mandatory
prepayment required by the receipt of Net Cash Proceeds of any Asset Sale
permitted under Section 8.4(j)
(Sale of Assets) of non-core assets previously acquired as part of a
Permitted Acquisition and with respect to which the Administrative Agent has
received a Permitted Acquisition Notice shall be first applied to repay the
Revolving Loans and Swing Loans in an amount not to exceed the amount identified
in such Permitted Acquisition Notice as part of a Borrowing the proceeds of
which were used consummate such Permitted Acquisition.  All
prepayments of the Term Loans made pursuant to this clause (c) shall be
applied first to prepay
the next four principal installments of the Term Loans in order of their
maturity and then to
prepay the remaining principal installments thereof ratably.  All
prepayments of Revolving Loans and Swing Loans required to be made pursuant to
this clause (c)
because of Asset Sales (other than any prepayment of the Revolving Loans or
Swing Loans required to be made solely to the extent of a Borrowing thereof made
to consummate a Permitted Acquisition, as set forth in a Permitted Acquisition
Notice) or Property Loss Events (but not prepayments required to be made because
of Debt Issuances or Excess Cash Flow) shall result in a permanent reduction of
the Revolving Credit Commitments to the extent provided in Section 2.5(b) (Termination of the
Commitments).  The Borrower shall pay all accrued interest to
the date of each prepayment of Term Loans and Revolving Loans made pursuant to
this clause (c), in each case on the principal amount so prepaid.




(d)  If at any
time, the aggregate principal amount of Revolving Credit Outstandings exceeds
the aggregate Revolving Credit Commitments at such time, the Borrower (or, at
the Borrower’s option, any other Loan Party) shall forthwith prepay the Swing
Loans first and then the Revolving Loans





-59-
 then
outstanding in an amount equal to such excess.  If any such excess
remains after payment in full of the aggregate outstanding Swing Loans and
Revolving Loans, the Borrower (or, at the Borrower’s option, any other Loan
Party) shall provide cash collateral for the Letter of Credit Obligations in the
manner set forth in Section
9.3 (Actions in Respect of Letters of Credit) in an amount equal to 102%
of such excess.




(e)  Notwithstanding
the foregoing clauses in this Section 2.9, upon the
occurrence of any Asset Sale or Property Loss Event in respect of which a
Responsible Officer of the Parent has delivered a Reinvestment Notice (a “Reinvestment Event”), all of
the following shall occur:




(i)  Upon
receipt of the Net Cash Proceeds subject to such Reinvestment Notice (as long as
no Event of Default shall have occurred and be continuing), the Borrower shall
be permitted to make Permitted Reinvestments in an amount not to exceed the
amount of such Net Cash Proceeds, as set forth in the Reinvestment Notice for
such Net Cash Proceeds, and shall not be required to prepay the Loans as
provided in clause (a)
above.




(ii)  On each
Reinvestment Prepayment Date for such Reinvestment Event:




(A)  the
Borrower shall prepay the Term Loans in an amount equal to the Reinvestment
Prepayment Amount applicable to such Reinvestment Prepayment Date;
and




(B)  to the
extent such Term Loans shall then be paid in full, the Revolving Credit
Commitments shall then be permanently reduced by an amount equal to any
remaining portion of such Reinvestment Prepayment Amount not applied to repay
such Term Loans.




In
addition, the Borrower shall make any payment required pursuant to clause (d) above as a
result of any such reduction in the Revolving Credit Commitments.  All
prepayments of the Term Loans made pursuant to this clause (e) shall be
applied to the remaining installments thereof in the manner set forth in clause (c)
above.




Section
2.10  Interest




(a)  Rate of
Interest.  All Loans and the outstanding amount of all other
Obligations shall bear interest, in the case of Loans, on the unpaid principal
amount thereof from the date such Loans are made and, in the case of such other
Obligations, from the date such other Obligations are due and payable until, in
all cases, paid in full, except as otherwise provided in clause (c) below, as
follows:




(i)  if a Base
Rate Loan or such other Obligation, at a rate per annum equal to the sum of
(A) the Base Rate as in effect from time to time and (B) the
Applicable Margin; and




(ii)  if a
Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the
Eurodollar Rate determined for the applicable Interest Period and (B) the
Applicable Margin in effect from time to time during such Interest
Period.




(b)  Interest
Payments.  Interest on each Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such other times
as may be specified herein.  Interest hereunder shall be due and
payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief
Law.




(c)  Default
Interest.  Notwithstanding the rates of interest specified in
clause (a) above
or elsewhere herein, (i) effective immediately upon the occurrence of a
Material Event of Default





-60-
 and for
as long thereafter as such Material Event of Default shall be continuing and
(ii) upon the occurrence of any other Event of Default and for as long
thereafter as such Event of Default shall be continuing, effective immediately
upon the earlier of the receipt (A) by the Borrower of a notice by the
Administrative Agent or (B) by the Administrative Agent of instructions
from the Requisite Lenders, the principal balance of all Loans and the amount of
all other Obligations then due and payable shall bear interest at a rate that is
two percent per annum in excess of the rate of interest applicable to such Loans
or other Obligations from time to time.  Such interest shall be
payable on the date that would otherwise be applicable to such interest pursuant
to Section 2.10(b) or
otherwise on demand.




Section
2.11  Conversion/Continuation
Option




(a)  The
Borrower may elect (i) by 11:00 a.m. (New York time) on any Business Day to
convert Base Rate Loans (other than Swing Loans) or any portion thereof to
Eurodollar Rate Loans and (ii) at the end of any applicable Interest
Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate
Loans or to continue such Eurodollar Rate Loans or any portion thereof for an
additional Interest Period; provided, however, that the aggregate
amount of the Eurodollar Rate Loans for each Interest Period must be an integral
multiple of $1,000,000.  Each conversion or continuation shall be
allocated among the Loans of each Lender in accordance with such Lender’s
Ratable Portion.  Each such election shall be in substantially the
form of Exhibit F (Form
of Notice of Conversion or Continuation) (a “Notice of Conversion or
Continuation”) and shall be made by giving the Administrative Agent at
least three Business Days’ prior written notice specifying (A) the amount
and type of Loan being converted or continued, (B) in the case of a
conversion to or a continuation of Eurodollar Rate Loans, the applicable
Interest Period and (C) in the case of a conversion, the date of such
conversion.




(b)  The
Administrative Agent shall promptly notify each Lender of its receipt of a
Notice of Conversion or Continuation and of the options selected
therein.  Notwithstanding the foregoing, (i) no conversion in
whole or in part of Base Rate Loans to Eurodollar Rate Loans shall be permitted
at any time prior to the Syndication Completion Date, (ii) no conversion in
whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation
in whole or in part of Eurodollar Rate Loans upon the expiration of any
applicable Interest Period shall be permitted at any time at which (A) an
Event of Default shall have occurred and be continuing and the Administrative
Agent shall have received instructions from the Requisite Lenders to that
effect, (B) the continuation of, or conversion into, a Eurodollar Rate Loan
would violate any provision of Section 2.14 (Special Provisions
Governing Eurodollar Rate Loans) and (C) any Material Event of
Default shall have occurred and be continuing and (iii) no conversion in
whole or in part of Base Rate Loans to Eurodollar Rate Loans having an Interest
Period greater than one month and no continuation in whole or in part of
Eurodollar Rate Loans into Eurodollar Rate Loans upon the expiration of any
applicable Interest Period into Eurodollar Rate Loans having an Interest Period
greater than one month shall be permitted at any time at which an Event of
Default shall have occurred and be continuing.  If, within the time
period required under the terms of this Section 2.11, the
Administrative Agent does not receive a Notice of Conversion or Continuation
from the Borrower containing a permitted election to continue any Eurodollar
Rate Loans for an additional Interest Period or to convert any such Loans, then,
upon the expiration of the applicable Interest Period, such Loans shall be
automatically converted to Base Rate Loans.  If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
such Notice of Conversion or Continuation, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one
month.  Each Notice of Conversion or Continuation shall be
irrevocable.




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Section
2.12  Fees




(a)  Unused Commitment
Fee.  The Borrower agrees to pay in immediately available
Dollars a commitment fee (the “Unused Commitment Fee”) as
follows:




(i)  to each
Revolving Credit Lender (other than the Swing Loan Lender), on the actual daily
amount by which the Revolving Credit Commitment of such Revolving Credit Lender
exceeds such Lender’s Ratable Portion of the sum of (A) the aggregate
outstanding principal amount of Revolving Loans and (B) the outstanding
amount of the aggregate Letter of Credit Obligations from the date hereof to the
Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate,
accruing from the date hereof until the Revolving Credit Termination Date,
payable in arrears (x) on the last Business Day of each calendar quarter,
commencing on the first such Business Day following the Closing Date and
(y) on the Revolving Credit Termination Date; provided, however, that no Unused
Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a
Defaulting Lender during any period that it is a Defaulting Lender until such
time as such failure has been cured (as determined by the Administrative Agent
and the Borrower); and




(ii)  to the
Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof,
on the actual daily amount by which the Revolving Credit Commitment of such
Revolving Credit Lender exceeds the sum of (A) the principal amount of the
Swing Loans of the Swing Loan Lender outstanding and (B) such Lender’s
Ratable Portion of the sum of (1) the aggregate outstanding principal
amount of Revolving Loans and (2) the outstanding amount of the aggregate
Letter of Credit Obligations from the date hereof to the Revolving Credit
Termination Date at the Applicable Unused Commitment Fee Rate, accruing from the
date hereof until the Revolving Credit Termination Date, payable in arrears
(x) on the last Business Day of each calendar quarter, commencing on the
first such Business Day following the Closing Date and (y) on the Revolving
Credit Termination Date.




(b)  Letter of Credit
Fees.




(i)  The
Borrower shall pay to the Administrative Agent for the account of each Revolving
Credit Lender in accordance with its Ratable Portion a Letter of Credit fee (the
“Letter of Credit Fee”)
for each Letter of Credit equal to the Applicable Margin for Revolving Loans
that are Eurodollar Rate Loans times the daily amount
available to be drawn under such Letter of Credit; provided, however, any Letter of Credit
Fees otherwise payable for the account of a Defaulting Lender with respect to
any Letter of Credit as to which such Defaulting Lender has not provided cash
collateral or other credit support arrangements satisfactory to the applicable
Issuer pursuant to this Section 2.12 shall be
payable, to the maximum extent permitted by applicable law, to the other Lenders
in accordance with the upward adjustments in their respective Applicable Margin
allocable to such Letter of Credit pursuant to Section 2.18(a)(iv) (Defaulting
Lenders), with the balance of such fee, if any, payable to such Issuer
for its own account.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.6 (Letter of Credit
Amounts).  Letter of Credit Fees shall (i) begin to accrue from
the date of issuance of each Letter of Credit, (ii) be due and payable on the
first Business Day after the end of each March, June, September and December,
commencing on the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand and
(ii) computed on a quarterly basis in arrears.  If there is any change
in the Applicable Margin during any quarter, the daily amount available to be
drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect.  Notwithstanding





-62-
 anything
to the contrary contained herein, upon the request of the Requisite Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default rate of interest specified in Section 2.10(c)
(Interest).




(ii)  Fronting Fee and Documentary and
Processing Charges Payable to Issuer.The Borrower shall pay
directly to the applicable Issuer for its own account a fronting fee (i) with
respect to each Commercial Letter of Credit, at the rate of 0.125%, computed on
the amount of such Letter of Credit, and payable upon the issuance thereof, (ii)
with respect to any amendment of a Commercial Letter of Credit increasing the
amount of such Letter of Credit, at a rate separately agreed between the
Borrower and such Issuer, computed on the amount of such increase, and payable
upon the effectiveness of such amendment, and (iii) with respect to each Standby
Letter of Credit, at the rate per annum of 0.25%, computed on the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in
arrears.  Such fronting fee shall begin to accrue from the date of
issuance of each Letter of Credit and be due and payable on the tenth Business
Day after the end of each March, June, September and December in respect of the
most recently-ended quarterly period (or portion thereof, in the case of the
first payment), commencing on the first such date to occur after the date of
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.6 (Letter of Credit
Amounts).  In addition, the Borrower shall pay directly to the
applicable Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
such Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.




(c)  Additional
Fees.  The Borrower shall pay to the Agents additional fees,
the amount and dates of payment of which are set forth in the Fee
Letters.




Section
2.13  Payments
and Computations




(a)  Each
payment made by or on behalf of the Borrower (including fees and expenses) shall
be made not later than 1:00 p.m. (New York time) on the day when due, in
the currency specified herein (or, if no such currency is specified, in Dollars)
to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)
in immediately available funds without set-off or counterclaim.  The
Administrative Agent shall promptly thereafter cause to be distributed
immediately available funds relating to the payment of principal, interest or
fees to the Lenders, in accordance with the application of payments set forth in
clause (f) or
(g) below, as
applicable, for the account of their respective Applicable Lending Offices;
provided, however, that amounts payable
pursuant to Section 2.15
(Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing
Eurodollar Rate Loans) shall be paid only to the affected Lender or
Lenders and amounts payable with respect to Swing Loans shall be paid only to
the Swing Loan Lender.  Payments received by the Administrative Agent
after 1:00 p.m. (New York time) shall be deemed to be received on the next
Business Day.




(b)  All
computations of interest of Base Rate Loans shall be made by the Administrative
Agent on the basis of a year of 365 or, as applicable 366 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest and fees are payable.  All other
computations of interest and of fees shall be made by the Administrative Agent
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest and fees are payable.  Each determination by the
Administrative Agent of a rate of interest hereunder shall be conclusive and
binding for all purposes, absent manifest error.




-63-


(c)  Each
payment by or on behalf of the Borrower of any Loan, Reimbursement Obligation
(including interest or fees in respect thereof) and each reimbursement of
various costs, expenses or other Obligation shall be made in the currency in
which such Loan was made, such Letter of Credit issued or such cost, expense or
other Obligation was incurred; provided, however, that, other than for
payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly
executed by the Administrative Agent may specify other currencies of payment for
Obligations created by or directly related to such Loan Document.




(d)  Whenever
any payment hereunder shall be stated to be due on a day other than a Business
Day, the due date for such payment shall be extended to the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be; provided, however, that if such
extension would cause payment of interest on or principal of any Eurodollar Rate
Loan to be made in the next calendar month, such payment shall be made on the
immediately preceding Business Day.  All repayments of any Revolving
Loans or any Term Loans shall be applied as follows:  first, to repay such Loans
outstanding as Base Rate Loans and then, to repay such Loans
outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having
earlier expiring Interest Periods being repaid prior to those having later
expiring Interest Periods.




(e)  Unless
the Administrative Agent shall have received notice from the Borrower to the
Lenders prior to the date on which any payment is due hereunder that the
Borrower will not make such payment in full (and the Administrative Agent has
not received any notice that such payment shall be made in full by another Loan
Party on behalf of the Borrower), the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent on such date
and the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender.  If and to the extent that the Borrower shall not
have made (and no Loan Party shall have made on behalf of the Borrower) such
payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon (at the Federal Funds Rate for the first Business
Day and thereafter, at the rate applicable to Base Rate Loans for the applicable
Facility) for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative
Agent.




(f)  Except
for payments and other amounts received by the Administrative Agent and applied
in accordance with the provisions of clause (g) below (or
required to be applied in accordance with clauses (c) or (e) of Section 2.9 (Mandatory
Prepayments)), all payments and any other amounts received by the
Administrative Agent from or for the benefit of the Borrower shall be applied as
follows:  first, to pay principal of,
and interest on, any portion of the Loans the Administrative Agent may have
advanced pursuant to the express provisions of this Agreement on behalf of any
Lender, for which the Administrative Agent has not then been reimbursed by such
Lender or the Borrower (or any Loan Party on behalf of the Borrower), second, to pay all other
Obligations then due and payable; and third, as the Borrower so
designates.  Payments in respect of Swing Loans received by the
Administrative Agent shall be distributed to the Swing Loan Lender; payments in
respect of Revolving Loans received by the Administrative Agent shall be
distributed to each Revolving Credit Lender in accordance with such Lender’s
Ratable Portion of the Revolving Credit Commitments; payments in respect of Term
Loans received by the Administrative Agent shall be distributed to each Term
Loan Lender in accordance with such Lender’s Ratable Portion; and all payments
of fees and all other payments in respect of any other Obligation shall be
allocated among such of the Lenders and Issuers as are entitled thereto and, for
such payments allocated to the Lenders, in proportion to their respective
Ratable Portions in the Facility with respect to which such payment is
made.




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(g)  The
Borrower hereby irrevocably waives the right to direct the application of any
and all payments in respect of the Obligations and any proceeds of Collateral
after the occurrence and during the continuance of an Event of Default and
agrees that, notwithstanding the provisions of clauses (c) or (e) of Section 2.9 (Mandatory
Prepayments) and clause (f) above, the
Administrative Agent may, and, upon either (A) the written direction of the
Requisite Lenders or (B) the acceleration of the Obligations pursuant to
Section 9.2 (Remedies),
shall, deliver a blockage notice with respect to each Approved Deposit Account
and apply all payments in respect of any Obligations and all funds on deposit in
any Cash Collateral Account and all other proceeds of Collateral in the order
set forth in Section 9.5
(Application of Funds).




(h)  The
Administrative Agent hereby agrees to deliver to each other Agent, promptly upon
receipt thereof by the Administrative Agent, each Permitted Acquisition Notice
delivered by the Parent to the Administrative Agent and all other notices and
information furnished to the Administrative Agent in connection with any
Permitted Acquisition pursuant to the definition of “Permitted
Acquisition”.




Section
2.14  Special
Provisions Governing Eurodollar Rate Loans




(a)  Determination of Interest
Rate.  The Eurodollar Rate for each Interest Period for
Eurodollar Rate Loans shall be determined by the Administrative Agent pursuant
to the procedures set forth in the definition of “Eurodollar
Rate.”  The Administrative Agent’s determination shall be presumed to
be correct absent manifest error and shall be binding on the
Borrower.




(b)  Interest Rate Unascertainable,
Inadequate or Unfair.  In the event that (i) the
Administrative Agent determines that adequate and fair means do not exist for
ascertaining the applicable interest rates by reference to which the Eurodollar
Rate then being determined is to be fixed or (ii) the Requisite Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period
will not adequately reflect the cost to the Lenders of making or maintaining
such Loans for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Lenders, whereupon each Eurodollar Rate Loan shall
automatically, on the last day of the current Interest Period for such Loan,
convert into a Base Rate Loan and the obligations of the Lenders to make
Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans
shall be suspended until the Administrative Agent shall notify the Borrower that
the Requisite Lenders have determined that the circumstances causing such
suspension no longer exist.




(c)  Increased
Costs.  If at any time any Lender determines that the
introduction of, or any change in or in the interpretation of, any law, treaty
or governmental rule, regulation or order (other than any change by way of
imposition or increase of reserve requirements included in determining the
Eurodollar Rate) or the compliance by such Lender with any guideline, request or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) (collectively, a “Change of Law”), shall have
the effect of increasing the cost to such Lender of agreeing to make or making,
funding or maintaining any Eurodollar Rate Loans, then the Borrower shall from
time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost.  A certificate as to the amount of such increased
cost, submitted to the Borrower and the Administrative Agent by such Lender,
shall be conclusive and binding for all purposes, absent manifest error; provided, however, that notwithstanding
the foregoing, the Borrower shall not be required to compensate any Lender for
any increased cost incurred more than 180 days prior to the delivery of such
certificate (such period to be extended in the case of increased costs caused by
a Change of Law with retroactive effect to include the period of retroactive
effect of such Change of Law).




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(d)  Illegality.  Notwithstanding
any other provision of this Agreement, if any Lender determines that the
introduction of, or any change in or in the interpretation of, any law, treaty
or governmental rule, regulation or order after the date of this Agreement shall
make it unlawful, or any central bank or other Governmental Authority shall
assert that it is unlawful, for any Lender or its Eurodollar Lending Office to
make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate
Loans, then, on notice thereof and demand therefor by such Lender to the
Borrower through the Administrative Agent, (i) the obligation of such
Lender to make or to continue Eurodollar Rate Loans and to convert Base Rate
Loans into Eurodollar Rate Loans shall be suspended, and each such Lender shall
make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate
Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding,
the Borrower shall immediately convert each such Loan into a Base Rate
Loan.  If, at any time after a Lender gives notice under this clause (d), such Lender
determines that it may lawfully make Eurodollar Rate Loans, such Lender shall
promptly give notice of that determination to the Borrower and the
Administrative Agent, and the Administrative Agent shall promptly transmit the
notice to each other Lender.  The Borrower’s right to request, and
such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon
be restored.




(e)  Breakage Costs.  In
addition to all amounts required to be paid by or on behalf of the Borrower
pursuant to Section 2.10
(Interest), the Borrower shall compensate each Lender, upon demand, for
all losses, expenses and liabilities (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the
Borrower but excluding any loss of the Applicable Margin on the relevant Loans)
that such Lender may sustain (i) if for any reason (other than solely by
reason of such Lender being a Defaulting Lender) a proposed Borrowing,
conversion into or continuation of Eurodollar Rate Loans does not occur on a
date specified therefor in a Notice of Borrowing or a Notice of Conversion or
Continuation given by the Borrower or in a telephonic request by it for
borrowing or conversion or continuation or a successive Interest Period does not
commence after notice therefor is given pursuant to Section 2.11
(Conversion/Continuation Option), (ii) if for any reason any
Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory
Prepayments)) on a date that is not the last day of the applicable
Interest Period, (iii) as a consequence of a required conversion of a
Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events
indicated in clause (d) above or
(iv) as a consequence of any failure by the Borrower to repay Eurodollar
Rate Loans when required by the terms hereof.  The Lender making
demand for such compensation shall deliver to the Borrower concurrently with
such demand a written statement as to such losses, expenses and liabilities, and
this statement shall be conclusive as to the amount of compensation due to such
Lender, absent manifest error.




Section
2.15  Capital
Adequacy




If at any
time any Lender determines that (a) the adoption of, or any change in or in
the interpretation of, any law, treaty or governmental rule, regulation or order
after the date of this Agreement regarding capital adequacy, (b) compliance
with any such law, treaty, rule, regulation or order or (c) compliance with
any guideline or request or directive from any central bank or other
Governmental Authority (whether or not having the force of law) shall have the
effect of reducing the rate of return on such Lender’s (or any corporation
controlling such Lender’s) capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such
Lender or such corporation could have achieved but for such adoption, change,
compliance or interpretation, then, upon demand from time to time by such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to the Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender for such reduction.  A certificate as to such amounts submitted
to the Borrower and the Administrative Agent by such Lender shall be conclusive
and binding for all purposes absent manifest error; provided, however, that
notwith-





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 standing
the foregoing, the Borrower shall not be required to compensate any Lender for
any such amount incurred more than 180 days prior to the delivery of such
certificate (such period to be extended in the case of a reduction caused by any
event described in clause (a), (b) or (c) above and having
retroactive effect to include the period of such retroactive
effect).




Section
2.16  Taxes




(a)  Except as
otherwise provided in this Section 2.16, any and all
payments by any Loan Party under each Loan Document shall be made free and clear
of and without deduction for any and all present or future taxes, duties,
levies, imposts, assessments, deductions, or withholdings or other charges
imposed by any Governmental Authority, whether computed on a separate,
consolidated, unitary, combined or other basis, and any and all liabilities
(including interest, fines, penalties or additions to tax) with respect thereto
(“Taxes”), excluding
(i) in the case of each Lender, each Issuer and each
Agent  (A) Taxes measured by its net income, and franchise Taxes
imposed on it, and similar Taxes imposed by the jurisdiction (or any political
subdivision thereof) under the laws of which such Lender, Issuer or Agent (as
the case may be) is organized or has its Applicable Lending Office and
(B) other than in the case of an assignee pursuant to a request by the
Borrower under Section 2.17
(Substitution of Lenders), any United States federal withholding taxes
payable with respect to payments under the Loan Documents under laws (including
any statute, treaty or regulation) in effect on the date the applicable Lender
or Issuer becomes a party hereto (or changes its Applicable Lending Office),
except to the extent that such Person (or its assignor, if any) was entitled,
immediately prior to the time of designation of a new Applicable Lending Office
or assignment to receive additional amounts with respect to such United States
federal withholding Tax pursuant to this Section 2.16, but not
excluding any United States federal withholding taxes payable as a result of any
change in such laws occurring after such date and (ii) in the case of each
Lender or each Issuer, Taxes measured by its net income, and franchise taxes
imposed on it as a result of a present or former connection between such Lender
or such Issuer (as the case may be) and the jurisdiction of the Governmental
Authority imposing such tax or any taxing authority thereof or therein, other
than any connection arising solely from the Loan Documents or any transactions
contemplated thereby (all such non-excluded Taxes being hereinafter referred to
as “Indemnified
Taxes”).  If any Indemnified Taxes or Other Taxes shall be
required by any applicable withholding agent to be deducted from or in respect
of any sum payable under any Loan Document to any Lender, Issuer or Agent
(w) the sum payable by the applicable Loan Party shall be increased as may
be necessary so that, after all required deductions have been made (including
deductions applicable to additional sums payable under this Section 2.16), such Lender,
Issuer or Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (x) the applicable
withholding agent shall make such deductions, (y) the applicable
withholding agent shall pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable law and
(z) within 30 days after the date of any payment, the relevant Loan Party
shall deliver to the Administrative Agent evidence of such payment.




(b)  In
addition, each Loan Party agrees to pay any and all present or future stamp,
court or documentary, excise, property, intangible, mortgage recording or
similar Taxes (excluding, for the avoidance of doubt, any Taxes excluded from
the definition of “Taxes” in clauses (i) and (ii) of Section 2.16(a) above),
imposed by any Governmental Authority, in each case arising from any payment
made under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document
(collectively, “Other
Taxes”).




(c)  Each Loan
Party shall, jointly and severally, indemnify each Lender, Issuer and Agent for
the full amount of Indemnified Taxes and Other Taxes (including any Indemnified
Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.16) payable
by such





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 Lender,
Issuer or Agent (as the case may be) and any liability (including for penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally
asserted.  This indemnification shall be made within 30 days from the
date such Lender, Issuer or Agent (as the case may be) makes written demand
therefor.




(d)  Within 30
days after the date of any payment of Indemnified Taxes or Other Taxes by any
Loan Party, the Borrower shall furnish to the Administrative Agent, at its
address referred to in Section
11.8 (Notices, Etc.), the original or a certified copy of a receipt
evidencing payment thereof.




(e)  Without
prejudice to the survival of any other agreement of any Loan Party hereunder or
under the Guaranty, the agreements and obligations of such Loan Party contained
in this Section 2.16
shall survive the payment in full of the Obligations and any assignment by a
Lender or Issuer.




(f)  Each
Lender and Issuer shall, at such times as are reasonably requested by the
Borrower or the Administrative Agent, provide the Borrower and the
Administrative Agent with any documentation prescribed by law (or reasonably
requested by the Borrower or the Administrative Agent)  in connection
with establishing any entitlement of such Lender or Issuer to an exemption from,
or reduction in, withholding tax with respect to any payments to be made to such
Lender, Agent or Issuer under the Loan Documents.  Each Lender and
Issuer shall, whenever a lapse in time or change in circumstances renders such
documentation obsolete or inaccurate in any material respect, deliver promptly
to the Borrower and the Administrative Agent updated or other appropriate
documentation (including any new documentation reasonably requested by the
applicable withholding agent) or promptly notify the Borrower and the
Administrative Agent of its inability to do so.  Unless the applicable
withholding agent has received forms or other documents satisfactory to it
indicating that payments under any Loan Document to or for a Lender, Agent or
Issuer are not subject to withholding tax or are subject to such Tax at a rate
reduced by an applicable tax treaty, the Loan Parties, the Administrative Agent
or other applicable withholding agent shall withhold amounts required to be
withheld by applicable Requirements of Law from such payments at the applicable
statutory rate.  Without limiting the foregoing:




(i)  Each U.S.
Lender shall deliver to the Borrower and the Administrative Agent on or before
the date on which it becomes a party to this Agreement two properly completed
and duly signed original copies of Internal Revenue Service Form W-9 (or any
successor forms) certifying that such Lender is exempt from federal backup
withholding.




(ii)  Each
Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or
before the date on which it becomes a party to this Agreement (and from time to
time thereafter upon the request of the Borrower or the Administrative Agent)
whichever of the following is applicable:




(A) two
properly completed and duly signed original copies of Internal Revenue Service
Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an
income tax treaty to which the United States is a party, and such other
documentation as required under the Code,




(B) two
properly completed and duly signed original copies of Internal Revenue Service
Form W-8ECI (or any successor forms),




(C) in
the case of a Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in
the form of Exhibit K (United States Tax Compliance
Certificate) (any such certificate a “United States Tax Compliance
Certificate”) to the effect that (I) such Lender is not (1) a “bank”





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 within
the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
and (II) no payments in connection with any Loan Document are effectively
connected with a United States trade or business conducted by such Lender and
(y) two properly completed and duly signed original copies of Internal Revenue
Service Form W-8BEN (or any successor forms),




(D) to
the extent a Lender is not the beneficial owner (for example, where the Lender
is a partnership, or is a Participant holding a participation granted by a
participating Lender), two properly completed and duly signed original copies of
Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender,
accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate,
Form W-9, Form W-8IMY or any other required information from each beneficial
owner, as applicable (providedthat, if the Lender is a partnership and one or more beneficial owners
are claiming the portfolio interest exemption, the United States Tax Compliance
Certificate shall be provided by such Lender on behalf of such beneficial
owners), or




(E) two
properly completed and duly signed original copies of any other form prescribed
by applicable U.S. federal income tax laws (including the Treasury Regulations)
as a basis for claiming a complete exemption from, or a reduction in, United
States federal withholding tax on any payments to such Lender under the Loan
Documents.




Notwithstanding
any other provision of this clause (f), a Lender, Agent
or Issuer shall not be required to deliver any form that such Lender, Agent, or
Issuer is not legally eligible to deliver.




Each
Lender, Agent, and Issuer shall deliver to the Borrower and the Administrative
Agent two further original copies of any previously delivered form or
certification (or any applicable successor form) on or before the date that any
such form or certification expires or becomes obsolete or inaccurate and
promptly after the occurrence of any event requiring a change in the most recent
form previously delivered by it to the Borrower or the Administrative Agent, or
promptly notify the Borrower and the Administrative Agent that it is unable to
do so.  Each Lender, Agent, and Issuer shall promptly notify the
Administrative Agent at any time it determines that it is no longer in a
position to provide any previously delivered form or certification to the
Borrower or the Administrative Agent.




(g)  Any
Lender, Agent or Issuer claiming any additional amounts payable pursuant to this
Section 2.16 shall use
its reasonable efforts (consistent with its internal policies and Requirements
of Law) to change the jurisdiction of its Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
such additional amounts that would be payable or may thereafter accrue and would
not, in the sole but reasonable determination of such Lender, Agent or Issuer
result in any unreimbursed cost or expense or otherwise be disadvantageous to
such Lender, Agent or Issuer.




Section
2.17  Substitution
of Lenders




(a)  In the
event that (i)(A) any Lender makes a claim under Section 2.14(c) (Special Provisions
Governing Eurodollar Rate Loans)or 2.15 (Capital Adequacy),
(B) it becomes illegal for any Lender to continue to fund or make any
Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d) (Special Provisions
Governing Eurodollar Rate Loans), (C) any Loan Party is required to
make any payment pursuant to Section 2.16 (Taxes) that is
attributable to a particular Lender





-69-
 or
(D) any Lender becomes a Defaulting Lender, (ii) in the case of clause (i)(A) above, as
a consequence of increased costs in respect of which such claim is made, the
effective rate of interest payable to such Lender under this Agreement with
respect to its Loans materially exceeds the effective average annual rate of
interest payable to the Requisite Lenders under this Agreement and (iii) in
the case of clause (i)(A), (B) and (C) above, Revolving Credit
Lenders holding at least 75% of the Revolving Credit Commitments are not subject
to such increased costs or illegality, payment or proceedings (any such Lender,
an “Affected Lender”),
the Borrower may substitute any Lender and, if reasonably acceptable to the
Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for
such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the
Borrower to the Administrative Agent and the Affected Lender within a reasonable
time (in any case not to exceed 90 days) following the occurrence of any of the
events described in clause (i) above that
the Borrower intends to make such substitution; provided, however, that, if more than
one Lender claims increased costs, illegality or right to payment arising from
the same act or condition and such claims are received by the Borrower within 30
days of each other, then the Borrower may substitute all, but not (except to the
extent the Borrower has already substituted one of such Affected Lenders before
the Borrower’s receipt of the other Affected Lenders’ claim) less than all,
Lenders making such claims; provided, further, that in the event of
any such substitution resulting from a claim for compensation under Section 2.14(c) (Special Provisions
Governing Eurodollar Rate Loans) or payments required to be made pursuant
to Section 2.16
(Taxes), such substitution will result in a material reduction in such
compensation or payments.




(b)  If the
Substitution Notice was properly issued under this Section 2.17, the Affected
Lender shall sell, and the Substitute Institution shall purchase, all rights and
claims of such Affected Lender under the Loan Documents and the Substitute
Institution shall assume, and the Affected Lender shall be relieved of, the
Affected Lender’s Revolving Credit Commitments and all other prior unperformed
obligations of the Affected Lender under the Loan Documents (other than in
respect of any damages (other than exemplary or punitive damages, to the extent
permitted by applicable law) in respect of any such unperformed
obligations).  Such purchase and sale (and the corresponding
assignment of all rights and claims hereunder) shall be recorded in the Register
maintained by the Administrative Agent and shall be effective on (and not
earlier than) the latest of (i) the receipt by the Affected Lender of its
Ratable Portion of the Revolving Credit Outstandings and Term Loans, together
with any other Obligations owing to it, (ii) the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to it
and the Borrower whereby the Substitute Institution shall agree to be bound by
the terms hereof and (iii) the payment in full to the Affected Lender in
cash of all fees, unreimbursed costs and expenses and indemnities accrued and
unpaid through such effective date.  Upon the effectiveness of such
sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all
purposes of this Agreement having a Commitment in the amount of such Affected
Lender’s Commitment assumed by it and such Commitment of the Affected Lender
shall be terminated; provided, however, that all indemnities
under the Loan Documents shall continue in favor of such Affected
Lender.




(c)  Each
Lender agrees that, if it becomes an Affected Lender and its rights and claims
are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall
execute and deliver to the Administrative Agent an Assignment and Acceptance to
evidence such assignment, together with any Note (if such Loans are evidenced by
a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of
any Affected Lender to execute an Assignment and Acceptance shall not render
such assignment invalid.  The Substitute Institution shall pay any
applicable recordation or processing fees set forth in Section 11.2(b) (Assignments and
Participations) in connection with such assignment pursuant to this clause (c).




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Section
2.18  Defaulting
Lenders




(a)  Adjustments.  Notwithstanding
anything contained in this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a
Defaulting Lender, to the extent permitted by applicable Law:




(i)  Waivers and
Amendments.  Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in Section 11.1 (Amendments, Waivers,
Etc.).




(ii)  Reallocation of Payments. Any
payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article VIII (Negative
Covenants) or otherwise, and including any amounts made available to the
Administrative Agent by such Defaulting Lender pursuant to Section 11.6 (Right of
Set-off)), shall be applied  by the Administrative Agent as
follows; first, as to
any payment made in respect of principal of Loans, ratably to the principal
amount of Loans of other Lenders as if such Defaulting Lender had no Loans
outstanding, until such time as the Outstanding Amount of Loans of each Lender
shall equal its pro rata share thereof based on its Ratable Portion (without
giving effect to Section
2.18(a)(iv)(Defaulting
Lenders)); second, to any amounts
(including interest thereon) owed hereunder by such Defaulting Lender to the
Administrative Agent; third, to any amounts
(including interest thereon) owed hereunder by such Defaulting Lender to the
Issuers or Swing Loan Lender (to the extent the Administrative Agent has
received notice thereof), ratably to the Persons entitled thereto, fourth, to the posting of
cash collateral into a Cash Collateral Account (or funding of participations, as
applicable) in respect of its Ratable Portion (without giving effect to Section 2.18(a)(iv)(Defaulting Lenders)) of
Letter of Credit Obligations and Swing Loans, (x) ratably to the Issuers and
Swing Loan Lender in accordance with their respective applicable Fronting
Exposures and (y) thereafter, to reduce ratably any reallocation of Ratable
Portion of other Lenders previously effected under Section 2.18(a)(iv)(Defaulting Lenders); and
fifth, to the
Defaulting Lender or otherwise as required by applicable Requirements of Law.
Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied to pay amounts owed by a Defaulting Lender or to post
cash collateral into a Cash Collateral Account pursuant to this subsection 2.18(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.




(iii)  Certain Fees.Such Defaulting Lender
(i) shallnot be
entitled to receive any commitment fee pursuant to Section 2.12(a) (Fees) for
any period during which such Lender is a Defaulting Lender (and the Borrower
shall not be required to pay any such fee that otherwise would have been
required to have been paid to such Defaulting Lender)and (ii) shall be
limited in its right to receive the fees as provided in Section 2.12(b)
(Fees).




(iv)  Reallocation of Ratable Portions to
Reduce Fronting Exposure.  During any period in which there is
a Defaulting Lender as to which an Issuer or Swing Loan Lender (as applicable)
has not received cash collateral pursuant to Section 2.3 (Swing Loans) or
2.4 (Letters of
Credit), then upon the request of such Issuer or Swing Loan Lender (as
applicable) to the Administrative Agent, for purposes of computing the amount of
the obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit or Swing Loans pursuant to Sections 2.3 (Swing Loans)
and 2.4 (Letters of
Credit), the “Ratable Portion” of each non-Defaulting Lender shall be
computed without giving effect to the Commitment of such Defaulting Lender;
provided, that, (i)
each such reallocation shall be given effect only if, at the initial date





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 thereof,
no Default or Event of Default shall have occurred and be continuing; and (ii)
in all cases, the obligation of each non-Defaulting Lender to acquire, refinance
or fund participations in Letters of Credit or Swing Loans shall not exceed the
positive difference, if any, between (1) the Commitment of such non-Defaulting
Lender and (2) the aggregate Outstanding Amount of the Loans of such Lender,
plus such Lender’s
Ratable Portion of the Outstanding Amount of all other Letter of Credit
Obligations (prior to giving effect to such reallocation), plus such Lender’s Ratable
Portion of the Outstanding Amount of all other Swing Loans (prior to giving
effect to such reallocation).




(b)  Defaulting Lender
Cure.  If the Borrower, the Administrative Agent, Swing Loan
Lender and the Issuers agree in writing in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral
Account), such Lender will, to the extent applicable, purchase such portion of
outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and funded
and unfunded participations in Letters of Credit and Swing Loans to be held on a
pro rata basis by the Lenders in accordance with their Ratable Portion (without
giving effect to Section
2.18(a)(iv)(Defaulting
Lenders)), whereupon such Lender will cease to be a Defaulting Lender
(and the Ratable Portion of each Lender will automatically be adjusted on a
prospective basis to reflect the foregoing); provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any
claim of any party hereunder arising from such Lender’s having been a Defaulting
Lender.




ARTICLE
III




Conditions
to Loans and Letters of Credit




Section
3.1  Conditions
Precedent to Initial Loans and Letters of Credit




The
obligation of each Lender to make the Loans requested to be made by it on the
Closing Date and the obligation of each Issuer to Issue Letters of Credit on the
Closing Date is subject to the satisfaction or due waiver in accordance with
Section 11.1 (Amendments,
Waivers, Etc.) of each of the following conditions precedent on or before
March 24, 2010:




(a)  Certain
Documents.  The Administrative Agent shall have received on or
prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar
Rate Loans is requested to be made on the Closing Date, in respect of the Notice
of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior
to the Closing Date) each of the following, each dated the Closing Date unless
otherwise indicated or agreed to by the Administrative Agent and the Syndication
Agent, in form and substance satisfactory to each of the Administrative Agent
and the Syndication Agent and in sufficient copies for each Lender:




(i)  this
Agreement, duly executed and delivered by the Borrower and the Parent and, for
the account of each Lender requesting the same, a Note of the Borrower
conforming to the requirements set forth herein;




(ii)  the
Guaranty, duly executed by each Guarantor;




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(iii)  each
Foreign Collateral Document, duly executed by the appropriate Loan
Parties;




(iv)  the
Pledge and Security Agreement, duly executed by the Borrower and each Guarantor,
together with each of the following:




(A)  evidence
satisfactory to each of the Administrative Agent and the Syndication Agent that,
upon the filing and recording of instruments delivered at the Closing, the
Collateral shall be subject to the Requisite Priority Liens (subject to Liens
permitted hereunder), including (x) such documents duly executed by each
Loan Party as each of the Administrative Agent and the Syndication Agent may
request with respect to the perfection of the Requisite Priority Liens in the
Collateral (including financing statements under the UCC, short-form security
agreements relating to patents, trademarks and registered copyrights in the
United States suitable for filing with the United States Patent and Trademark
Office, the United States Copyright Office, as the case may be, and other
applicable documents under the laws of any jurisdiction with respect to the
perfection of Liens created by the Pledge and Security Agreement) and
(y) copies of UCC search reports as of a recent date listing all effective
financing statements that name any Loan Party as debtor, together with copies of
such financing statements, none of which shall cover the Collateral except for
those that shall be terminated on the Closing Date or are otherwise permitted
hereunder;




(B)  all
certificates, instruments and other documents representing all Pledged Stock
being pledged pursuant to such Pledge and Security Agreement and stock powers
for such certificates, instruments and other documents executed in
blank;




(C)  all
instruments representing Pledged Debt Instruments being pledged pursuant to such
Pledge and Security Agreement duly endorsed in blank, including, without
limitation, intercompany notes in form and substance and from Loan Parties and
their Subsidiaries reasonably satisfactory to the Administrative Agent and the
Syndication Agent; and




(D)  all
Deposit Account Control Agreements set forth on Schedule 6to the Pledge and
Security Agreement, duly executed by the corresponding depositary bank and Loan
Party;




(v)  a
favorable opinion of Alston & Bird LLP, counsel to the Loan Parties, in
substantially the form of Exhibit G (Form of Opinion of
Counsel for the Loan Parties), addressed to the Agents and the Lenders
and addressing such other matters as any Lender through any Agent may reasonably
request;




(vi)  a copy of
each Senior Notes Document and each Disclosure Document, in each case certified
as being complete and correct by a Responsible Officer of the
Parent;




(vii)  a copy of
the articles or certificate of incorporation (or equivalent Constituent
Document) of each Loan Party, certified as of a recent date by the Secretary of
State of the state of organization of such Loan Party, together with
certificates of such official attesting to the good standing of each such Loan
Party;




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(viii)  a
certificate of the Secretary or an Assistant Secretary of each Loan Party
certifying (A) the names and true signatures of each officer of such Loan
Party that has been authorized to execute and deliver any Loan Document or other
document required hereunder to be executed and delivered by or on behalf of such
Loan Party, (B) the by-laws (or equivalent Constituent Document) of such
Loan Party as in effect on the date of such certification, (C) the
resolutions of such Loan Party’s board of directors (or equivalent governing
body) approving and authorizing the execution, delivery and performance of this
Agreement and the other Loan Documents to which it is a party and (D) that
there have been no changes in the certificate of incorporation (or equivalent
Constituent Document) of such Loan Party from the certificate of incorporation
(or equivalent Constituent Document) delivered pursuant to clause (vii)
above;




(ix)  at the
option of the Parent, either (A) a certificate of a Responsible Officer of
the Parent or (B) a solvency opinion from an independent financial
accountant reasonably acceptable to each of the Administrative Agent and the
Syndication Agent, in each case stating that the Borrower, individually, and the
Parent and its Subsidiaries, taken as a whole, are Solvent on a Consolidated
basis immediately after giving effect to the Transactions, the initial Loans and
Letters of Credit, the application of the proceeds thereof in accordance with
Section 7.9 (Use of
Proceeds) and the payment of all estimated legal, accounting and other
fees related hereto and thereto;




(x)  a
certificate of a Responsible Officer of the Parent to the effect that
(A) the condition set forth in Section 3.2(b) (Conditions Precedent
to Each Loan and Letter of Credit) has been satisfied and (B) no
litigation not listed on Schedule 4.7
(Litigation) shall have been commenced against any Loan Party or any of
its Subsidiaries that would have a Material Adverse Effect;




(xi)  evidence
satisfactory to each of the Administrative Agent and the Syndication Agent that
the insurance policies required by Section 7.5 (Maintenance of
Insurance) and any Collateral Document are in full force and effect,
together with, unless otherwise agreed by each of the Administrative Agent and
the Syndication Agent, endorsements naming the Administrative Agent as an
additional insured or loss payee under all insurance policies to be maintained
with respect to the properties of the Parent, the Borrower and each other Loan
Party; and




(xii)  such
other certificates, documents, agreements and information respecting any Loan
Party as any Lender through the Administrative Agent or the Syndication Agent
may reasonably request.




(b)  Fee and Expenses
Paid.  There shall have been paid to the Administrative Agent,
for the account of the Agents, the Issuers and the Lenders, as applicable, all
fees and expenses (including reasonable fees and expenses of counsel) due and
payable on or before the Closing Date (including all such fees described in the
Fee Letters).




(c)  Refinancing of Existing Credit
Agreement.  (i) All Indebtedness and other obligations
issued under or in connection with the Existing Credit Agreement shall have been
repaid in full, (ii) the Existing Credit Agreement and all documents
executed in connection therewith shall have been terminated on terms
satisfactory to each of the Administrative Agent and the Syndication Agent and
(iii) the Administrative Agent shall have received an executed payoff
letter with respect thereto in form and substance satisfactory to the
Administrative Agent and the Syndication Agent.




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(d)  Other
Transactions.  Each of the Administrative Agent and the
Syndication Agent shall be satisfied (and may, but shall not be obligated to,
rely on the receipt of a certificate from any Loan Party or any Affiliate
thereof for all or part of such purpose) that (i) up to $150,000,000
aggregate principal amount of the Senior Notes shall have been issued in
accordance with the Senior Notes Indenture and the Borrower shall have received
net proceeds thereof and (ii) the tender offer for the Existing Senior
Subordinated Notes (the “Tender Offer”) shall have
commenced.  The Borrower shall have delivered a notice of redemption
of the Existing Senior Subordinated Notes to the Existing Senior Subordinated
Notes Trustee, with respect to any Existing Senior Subordinated Notes not
tendered on or prior to the Closing Date for such redemption to occur on April
15, 2010 (the “Existing Senior
Subordinated Notes Redemption Date”), and the Agents shall have received
a copy of such notice.




(e)  Consents,
Etc.  Each of the Parent and its Subsidiaries shall have
received all consents and authorizations required pursuant to any material
Contractual Obligation with any other Person and shall have obtained all Permits
of, and effected all notices to and filings with, any Governmental Authority, in
each case, as may be necessary to allow each of the Parent and its Subsidiaries
lawfully (i) to execute, deliver and perform, in all material respects,
their respective obligations hereunder and under the Loan Documents and the
Senior Notes Documents to which each of them, respectively, is, or shall be, a
party and each other agreement or instrument to be executed and delivered by
each of them, respectively, pursuant thereto or in connection therewith and
(ii) to create and perfect the Liens on the Collateral to be owned by each
of them in the manner and for the purpose contemplated by the Loan
Documents.




Section
3.2  Conditions
Precedent to Each Loan and Letter of Credit




The
obligation of each Lender on any date (including the Closing Date) to make any
Loan and of each Issuer on any date (including the Closing Date) to Issue any
Letter of Credit is subject to the satisfaction of each of the following
conditions precedent:




(a)  Request for Borrowing or Issuance of
Letter of Credit.  With respect to any Loan, the Administrative
Agent shall have received a duly executed Notice of Borrowing (or, in the case
of Swing Loans, a duly executed Swing Loan Request), and, with respect to any
Letter of Credit, the Administrative Agent and the applicable Issuer shall have
received a duly executed Letter of Credit Application.




(b)  Representations and Warranties; No
Defaults.  The following statements shall be true on the date
of such Loan or Issuance, both before and after giving effect thereto and, in
the case of any Loan, to the application of the proceeds thereof:




(i)  the
representations and warranties set forth in Article IV (Representations and
Warranties) and in the other Loan Documents shall be true and correct on
and as of the Closing Date and shall be true and correct in all material
respects on and as of any such date after the Closing Date with the same effect
as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such earlier date; and




(ii)  no
Default or Event of Default shall have occurred and be continuing.




(c)  No Legal
Impediments.  The making of the Loans or the Issuance of such
Letter of Credit on such date does not violate any Requirement of Law on the
date of or immediately





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 following
such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily,
preliminarily or permanently.




Each
submission by the Borrower to the Administrative Agent of a Notice of Borrowing
or a Swing Loan Request and the acceptance by the Borrower of the proceeds of
each Loan requested therein, and each submission by the Borrower to an Issuer of
a Letter of Credit Application, and the Issuance of each Letter of Credit
requested therein, shall be deemed to constitute a representation and warranty
by the Borrower and the Parent as to the matters specified in clause (b) above on the
date of the making of such Loan or the Issuance of such Letter of
Credit.




Section
3.3  Conditions
Precedent to Each Facilities Increase




Each
Facilities Increase shall not become effective prior to the satisfaction of all
of the following conditions precedent:




(a)  Certain
Documents.  The Administrative Agent shall have received on or
prior to the Facilities Increase Date for such Facilities Increase each of the
following, each dated such Facilities Increase Date unless otherwise indicated
or agreed to by the Administrative Agent and each in form and substance
satisfactory to the Administrative Agent:




(i)  written
commitments duly executed by existing Lenders (or their Affiliates or Approved
Funds) or Eligible Assignees in an aggregate amount equal to the amount of the
proposed Facilities Increase (as agreed between the Borrower and the
Administrative Agent but in any case not to exceed, in the aggregate for all
such Facilities Increases, the applicable maximum amount set forth in Section 2.1(c) (Facilities
Increase)) and, in the case of each such Eligible Assignee or Affiliate
or Approved Fund that is not an existing Lender, an assumption agreement in form
and substance satisfactory to the Administrative Agent and duly executed by the
Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible
Assignee;




(ii)  an
amendment to this Agreement (including to Schedule I
(Commitments)), effective as of the Facilities Increase Date and executed
by the Borrower and the Administrative Agent, to the extent necessary to
implement terms and conditions of the Facilities Increase (including interest
rates, fees and scheduled repayment dates and maturity), as agreed by the
Borrower and the Administrative Agent but, which, in any case, except for of
interest, fees, scheduled repayment dates and maturity, shall not be applied
materially differently to the Facilities Increase and the existing
Facilities;




(iii)  certified
copies of resolutions of the board of directors of each Loan Party approving the
consummation of such Facilities Increase and the execution, delivery and
performance of the corresponding amendments to this Agreement and the other
documents to be executed in connection therewith;




(iv)  a
favorable opinion of counsel for the Loan Parties, addressed to the
Administrative Agent and the Lenders and in form and substance and from counsel
reasonably satisfactory to the Administrative Agent; and




(v)  such
other document as the Administrative Agent may reasonably request or as any
Lender participating in such Facilities Increase may require as a condition to
its commitment in such Facilities Increase.




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(b)  Fee and Expenses
Paid.  There shall have been paid to the Administrative Agent,
for the account of the Administrative Agent and the Lenders (including any
Person becoming a Lender as part of such Facilities Increase on such Facilities
Increase Date), as applicable, all fees and expenses (including reasonable fees
and expenses of counsel) due and payable on or before the Facilities Increase
Date (including all such fees described in the Fee Letters).




(c)  Conditions to Each Loan and Letter
of Credit.  (i) The conditions precedent set forth in
Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit) shall have been satisfied
both before and after giving effect to such Facilities Increase, (ii) such
Facilities Increase shall be made on the terms and conditions set forth in Section 2.1(c)(i) (Facilities
Increase) and (iii) the Borrower and the Parent shall be in
compliance with Article V
(Financial Covenants) on such Facilities Increase Date for the most
recently ended Fiscal Quarter on a pro forma basis both before and after giving
effect to such Facilities Increase.




Section
3.4  Determinations
of Initial Borrowing Conditions




For
purposes of determining compliance with the conditions specified in Section 3.1 (Conditions Precedent to
Initial Loans and Letters of Credit), each Lender shall be deemed to have
consented to, approved, accepted or be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender prior to the initial Borrowing, borrowing of
Swing Loans or Issuance or deemed Issuance hereunder specifying its objection
thereto and such Lender shall not have made available to the Administrative
Agent such Lender’s Ratable Portion of such Borrowing or Swing
Loans.




ARTICLE
IV




Representations
and Warranties




To induce
the Lenders, the Issuers and the Administrative Agent to enter into this
Agreement, each of the Parent and the Borrower represents and warrants each of
the following to the Lenders, the Issuers and the Administrative Agent, on and
as of the Closing Date and immediately after giving effect to the Transactions
and the making of the Loans and the other financial accommodations on the
Closing Date and on and as of each date as required by Section 3.2(b)(i) (Conditions
Precedent to Each Loan and Letter of Credit):




Section
4.1  Corporate
Existence; Compliance with Law




(a)  Each of
the Parent and its Subsidiaries (i) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization,
(ii) is duly qualified to do business as a foreign entity and in good
standing under the laws of each jurisdiction where such qualification is
necessary, except where the failure to be so qualified or in good standing would
not, in the aggregate, have a Material Adverse Effect, (iii) has all
requisite power and authority and the legal right to own, pledge, mortgage and
operate its properties, to lease the property it operates under lease and to
conduct its business as now or currently proposed to be conducted, (iv) is
in compliance with its Constituent Documents, (v) is in compliance with all
applicable Requirements of Law except where the failure to be in compliance
would not, in the aggregate, have a Material Adverse Effect and (vi) has
all necessary Permits from or by, has made all necessary filings with, and has
given all necessary notices to, each Governmental Authority having jurisdiction,
to the extent required for such ownership, operation and conduct, except for
Permits or filings that can be obtained or made by the taking of ministerial
action to secure the grant or





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 transfer
thereof or the failure to obtain or make would not, in the aggregate, have a
Material Adverse Effect.




(b)  To the
knowledge of the Parent and the Borrower, none of the Parent or any of its
Subsidiaries (and, to the knowledge of the Parent and its Subsidiaries, no
Permitted Joint Venture) is in violation in any material respects of any United
States Requirements of Law relating to terrorism, sanctions or money laundering
(“Anti-Terrorism
Laws”), including United States Executive Order No. 13224 on Terrorist
Financing (the “Anti-Terrorism
Order”), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56.




(c)  To the
knowledge of the Parent and the Borrower, none of the Parent or any of its
Subsidiaries (and, to the knowledge of the Parent and its Subsidiaries, no
Permitted Joint Venture) is any of the following:




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




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




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




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




(d)  To the
knowledge of the Parent and the Borrower, none of the Parent or any of its
Subsidiaries and no Permitted Joint Venture (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any person described in clause (c) above,
(ii) deals in, or otherwise engages in any transactions relating to, any
property or interests in property blocked pursuant to the Anti-Terrorism Order
or (iii) engages in or conspires to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law.




Section
4.2  Corporate
Power; Authorization; Enforceable Obligations




(a)  The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party and the consummation of the transactions contemplated
thereby:




(i)  are
within such Loan Party’s corporate, limited liability company, partnership or
other powers;




(ii)  have been
or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and
Letters of Credit) will have been duly authorized by all necessary
action, including the consent of shareholders, partners and members where
required;




(iii)  do not
and will not (A) contravene such Loan Party’s or any of its Subsidiaries’
respective Constituent Documents, (B) violate any other Requirement of Law
applicable to such Loan Party (including Regulations T, U and X of the Federal
Reserve Board), or any order or decree of any Governmental Authority or
arbitrator applicable to such Loan Party, (C) conflict with





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 or result
in the breach of, or constitute a default under, or result in or permit the
termination or acceleration of, any Senior Notes Document or any other material
Contractual Obligation of such Loan Party or any of its Subsidiaries or
(D) result in the creation or imposition of any Lien upon any property of
such Loan Party or any of its Subsidiaries, other than those in favor of the
Secured Parties pursuant to the Collateral Documents; and




(iv)  do not
require the consent of, authorization by, approval of, notice to, or filing or
registration with, any Governmental Authority or any other Person, other than
those listed on Schedule 4.2 (Consents)
and that have been or will be, prior to the Closing Date, obtained or made,
copies of which have been or will be delivered to the Administrative Agent
pursuant to Section 3.1
(Conditions Precedent to Initial Loans and Letters of Credit), and each
of which on the Closing Date will be in full force and effect and, with respect
to the Collateral, filings required to perfect the Liens created by the
Collateral Documents and release Liens in respect of the Existing Credit
Agreement.




(b)  This
Agreement has been, and each of the other Loan Documents will have been upon
delivery thereof pursuant to the terms of this Agreement, duly executed and
delivered by each Loan Party party thereto.  This Agreement is, and
the other Loan Documents will be, when delivered hereunder, the legal, valid and
binding obligation of each Loan Party party thereto, enforceable against such
Loan Party in accordance with its terms, except as such enforceability may be
limited by general principles of equity and applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally.




Section
4.3  Ownership
of Parent; Subsidiaries




(a)  Set forth
on Schedule 1 to the Pledge and Security Agreement is a complete and accurate
list showing, as of the Closing Date, the Parent and each of its Subsidiaries
and, as to each such Person, the jurisdiction of its organization, the number of
shares of each class of Stock authorized (if applicable), the number outstanding
on the Closing Date and the number and percentage of the outstanding shares of
each such class owned (directly or indirectly) by any Loan Party.




(b)  No Stock
of any Subsidiary of the Parent is subject to any outstanding option, warrant,
right of conversion or purchase of any similar right.  All of the
outstanding Stock of each Subsidiary of the Parent owned (directly or
indirectly) by the Parent has been validly issued, is fully paid and
non-assessable (to the extent applicable) and is owned by the Parent or a
Subsidiary of the Parent, free and clear of all Liens, other than the Lien in
favor of the Secured Parties created pursuant to the Pledge and Security
Agreement and Customary Permitted Liens.  Neither the Parent nor any
of its Subsidiaries is a party to (or, with respect to the Stock of each
Subsidiary of the Parent, has knowledge of) (i) any agreement restricting
the transfer or hypothecation of any Stock of any such Subsidiary, other than
the Loan Documents, the Existing Senior Subordinated Notes (until tendered or
redeemed in full) and the Senior Notes Documents or (ii) any agreement or
understanding with respect to the voting, sale or transfer of any shares of
Stock of the Parent or any agreement restricting the transfer or hypothecation
of any such shares.  Neither the Parent nor any of its Subsidiaries
owns or holds, directly or indirectly, any Stock of any Person other than such
Subsidiaries and Investments permitted by Section 8.3
(Investments).




Section
4.4  Financial
Statements




(a)  The
Financial Statements listed on Schedule 4.4 (Financial
Statements), copies of each of which have been furnished to each Lender,
fairly present in all material respects, subject, in the case of such Financial
Statements that are not certified by independent financial accountants to the
absence of footnote disclosure and normal recurring year-end audit adjustments,
the Consolidated financial





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 condition
of the Parent and its Subsidiaries as at the dates set forth on such Schedule 4.4 for such
Financial Statements and the Consolidated results of the operations of the
Parent and its Subsidiaries for the period ended on such dates, all in
conformity with GAAP.




(b)  As of the
Closing Date, neither the Parent nor any of its Subsidiaries has any material
obligation, contingent liability or liability for taxes, long-term leases or
unusual forward or long-term commitment that (i) is not reflected in the
Financial Statements referred to in clause (a) above or in
the notes thereto, (ii) is required to be disclosed in such Financial
Statements and (iii) is not permitted by this Agreement.




(c)  The
Projections have been prepared by the Parent in light of the past operations of
its business, and reflect projections for the period from January 1, 2010
through March 31, 2015 (on a quarter by quarter basis through Fiscal Year 2011
and on a year by year basis thereafter).  The Projections are based
upon estimates and assumptions stated therein, all of which the Parent believes
to be reasonable and fair on the Closing Date in light of current conditions and
current facts known to the Parent and, as of the Closing Date, reflect the
Parent’s good faith and reasonable estimates of the future financial performance
of the Parent and its Subsidiaries and of the other information projected
therein for the periods set forth therein.  Notwithstanding the
foregoing, it is understood that such Projections are subject to significant
uncertainties and contingencies, many of which are beyond the control of the
Parent and its Subsidiaries and that no assurance can be given that such
Projections will be realized.




Section
4.5  Material
Adverse Change




Since
March 31, 2008, there has been no Material Adverse Change and there have
been no events or developments that, in the aggregate, have had a Material
Adverse Effect.




Section
4.6  Solvency




Both
before and immediately after giving effect to (a) the Loans and Letter of
Credit Obligations to be made or extended on the Closing Date or such other date
as Loans and Letter of Credit Obligations requested hereunder are made or
extended, (b) the disbursement of the proceeds of such Loans pursuant to
the instructions of the Borrower, (c) the consummation of the other
Transactions and other financing transactions contemplated hereby, (d) the
payment and accrual of all transaction costs in connection with the foregoing
and (e) all contingent rights of contribution and all intercompany loans,
the Borrower is Solvent and the Loan Parties, on a Consolidated Basis, are
Solvent.




Section
4.7  Litigation




Except as
set forth on Schedule 4.7
(Litigation), there are no pending or, to the knowledge of the Parent and
the Borrower, threatened actions, investigations or proceedings affecting the
Parent or any of its Subsidiaries before any court, Governmental Authority or
arbitrator other than those that, in the aggregate, would not have a Material
Adverse Effect.  The performance of any action by any Loan Party
required or contemplated by any Loan Document or any Senior Notes Document is
not restrained or enjoined (either temporarily, preliminarily or
permanently).




Section
4.8  Taxes




(a)  All
federal and material state, local and foreign income and franchise and other
material tax returns, reports and statements (collectively, the “Tax Returns”) required to be
filed by the Parent or any of their respective Tax Affiliates have been filed
with the appropriate Governmental Authorities in all jurisdictions in which such
Tax Returns are required to be filed, all such Tax Returns are





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 true and
correct in all material respects, and all Taxes reflected in such Tax Returns
and all material federal, state, local and foreign income, franchise and other
material Taxes otherwise due and payable by each such entity (including in its
capacity as a withholding agent) have been paid prior to the date on which any
fine, penalty, interest, late charge or loss may be added thereto for
non-payment thereof, except where such Taxes are being contested in good faith
and by appropriate proceedings if adequate reserves therefor have been
established on the books of the Parent or such Tax Affiliate in conformity with
GAAP.   On the Closing Date, no Tax Return is under audit or
examination by any Governmental Authority and no notice of such an audit or
examination has been given or made by any Governmental Authority.  No
assertion of any claim, assessment or deficiency for any material federal,
state, local or foreign income, franchise or any other material Taxes has been
given or made by any Governmental Authority that is in excess of any reserves
therefor that have been established on the books of the Parent or any of its Tax
Affiliates in conformity with GAAP and none of the Parent or any of its Tax
Affiliates has any knowledge that any Governmental Authority is considering
making any such assertion in the foreseeable future.  Proper and
accurate amounts have been withheld by the Parent and each of its Tax Affiliates
from their respective employees for all periods in compliance in all material
respects with the tax, social security and unemployment withholding provisions
of applicable Requirements of Law and such withholdings have been timely paid to
the respective Governmental Authorities.




(b)  None of
the Parent nor any of its Tax Affiliates has (i) incurred any obligation
under any tax sharing agreement or arrangement other than those of which the
Administrative Agent has received a copy prior to the date hereof or
(ii) been a member of an affiliated, combined or unitary group other than
the group of which the Parent or any of its Tax Affiliates is the common
parent.




Section
4.9  Full
Disclosure




The
written, factual information (other than projections, budgets, other estimates
and general market data) concerning any of the Parent and its Subsidiaries
prepared or furnished by or on behalf of the Parent or the Borrower in
connection with this Agreement or the Senior Notes Documents or the consummation
of the transactions contemplated hereunder and thereunder taken as a whole,
including the information contained in the Disclosure Documents, does not, as of
the date furnished (or as of the date this representation is made when
considered together with all other information furnished thereafter), contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein or herein, taken as a whole,
not materially misleading in light of the circumstances under which such
statements were and are made.




Section
4.10  Margin
Regulations




No Loan
Party is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Federal Reserve Board), and no proceeds of any Loan will be used to purchase or
carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock in contravention of Regulation T, U
or X of the Federal Reserve Board.




Section
4.11  No
Burdensome Restrictions; No Defaults




(a)  Neither
the Parent nor any of its Subsidiaries (i) is a party to any Contractual
Obligation the compliance with one or more of which would have, in the
aggregate, a Material Adverse Effect or (ii) is subject to one or more
charter or corporate restrictions that would, in the aggregate, have a Material
Adverse Effect.




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(b)  Neither
the Parent nor any of its Subsidiaries is in default under or with respect to
any Contractual Obligation owed by it, and, to the knowledge of the Parent and
the Borrower, no other party is in default under or with respect to any
Contractual Obligation owed to the Parent or any of its Subsidiaries, other
than, in either case, those defaults that, in the aggregate, would not have a
Material Adverse Effect.




(c)  No
Default or Event of Default has occurred and is continuing.




(d)  To the
knowledge of the Parent and the Borrower, there are no Requirements of Law
applicable to the Parent or any of its Subsidiaries the compliance with which by
the Parent or such Subsidiary, as the case may be, would, in the aggregate, have
a Material Adverse Effect.




Section
4.12  Investment
Company Act




None of
the Parent or any of its Subsidiaries is an “investment company” or an
“affiliated person” of,
or “promoter” or “principal underwriter” for,
an “investment
company,” as such terms are defined in the Investment Company Act of
1940, as amended.




Section
4.13  Use
of Proceeds




The
proceeds of the Loans and the Letters of Credit are being used by the Borrower
(and, to the extent distributed to them by the Borrower, each other Loan Party)
solely (a) to refinance all Indebtedness and other obligations (other than
indemnification and other obligations that survive repayment of the Indebtedness
by their terms) outstanding under the Existing Credit Agreement and the Existing
Senior Subordinated Notes, (b) for the payment of transaction costs, fees
and expenses incurred in connection with this Agreement and the other
Transactions and (c) for working capital and general corporate purposes
(including to make Permitted Acquisitions).




Section
4.14  Insurance




All
policies of insurance of any kind or nature of the Parent or any of its
Subsidiaries, including policies of life, fire, theft, product liability, public
liability, property damage, other casualty, employee fidelity, workers’
compensation and employee health and welfare insurance, are in full force and
effect and are of a nature and provide such coverage as, in the reasonable
business judgment of a Responsible Officer of the Parent, is sufficient,
appropriate and prudent for a business of the size and character of that of such
Person.




Section
4.15  Labor
Matters




(a)  There are
no strikes, work stoppages, slowdowns or lockouts pending or threatened against
or involving the Parent or any of its Subsidiaries, other than those that, in
the aggregate, would not have a Material Adverse Effect.




(b)  There are
no unfair labor practices, grievances, complaints or arbitrations pending, or,
to the Borrower’s and Parent’s knowledge, threatened, against or involving the
Parent or any of its Subsidiaries, nor are there any arbitrations or grievances
threatened involving the Parent or any of its Subsidiaries, other than those
that, in the aggregate, would not have a Material Adverse Effect.




(c)  Except as
set forth on Schedule 4.15 (Labor
Matters), as of the Closing Date, there is no collective bargaining
agreement covering any employee of the Parent or any of its
Subsidiaries.




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(d)  Schedule 4.15 (Labor
Matters) sets forth, as of the date hereof, all material consulting
agreements, executive employment agreements, executive compensation plans,
deferred compensation agreements, employee stock purchase and stock option plans
and severance plans of the Parent or any of its Subsidiaries.




Section
4.16  ERISA




(a)  Schedule 4.16 (List of
Plans) separately identifies as of the date hereof all Title IV
Plans, all Multiemployer Plans and all of the employee benefit plans within the
meaning of Section 3(3) of ERISA to which the Parent or any of its
Subsidiaries has any obligation or liability, contingent or
otherwise.




(b)  Each
employee benefit plan of the Parent or any of its Subsidiaries intended to
qualify under Section 401 of the Code does so qualify, and any trust
created thereunder is exempt from tax under the provisions of Section 501
of the Code, except where such failures, in the aggregate, would not have a
Material Adverse Effect.




(c)  Each
Title IV Plan is in compliance in all material respects with applicable
provisions of ERISA, the Code and other Requirements of Law except for
non-compliances that, in the aggregate, would not have a Material Adverse
Effect.




(d)  There has
been no, nor is there reasonably expected to occur, any ERISA Event other than
those that, in the aggregate, would not have a Material Adverse
Effect.




(e)  Except to
the extent set forth on Schedule 4.16 (List of
Plans), none of the Parent or any of its Subsidiaries or any ERISA
Affiliate would have any Withdrawal Liability as a result of a complete
withdrawal as of the date hereof from any Multiemployer Plan.




Section
4.17  Environmental
Matters




Except as
disclosed on Schedule 4.17 (Environmental
Matters),




(a)  (i) the
Parent and each of its Subsidiaries and their respective operations, Real
Property and other assets, and (ii) to the knowledge of the Responsible Officers
of the Parent and the Borrower (after reasonable inquiry by the Responsible
Officers for such matters), the operations, Real Property and other assets of
the persons providing manufacturing, warehousing and/or distribution services to
the Parent and each of its Subsidiaries (in each case solely to the extent
related to the performance of such services) (the “Service Contractors”) have
been and are in compliance with all Environmental Laws, including obtaining and
complying with all required environmental, health and safety Permits, other than
non-compliances that, in the aggregate, would not have a reasonable likelihood
of the Parent and its Subsidiaries incurring Environmental Liabilities and Costs
after the date hereof whose Dollar Equivalent would exceed
$5,000,000;




(b)  none of
the Parent or any of its Subsidiaries or any Real Property or other assets
currently or, to the knowledge of the Parent and the Borrower, previously owned,
operated, leased, distributed or sold by or for the Parent or any of its
Subsidiaries is subject to any pending or, to the knowledge of the Parent and
the Borrower, threatened, claim, order, agreement, notice of violation, notice
of potential liability or is the subject of any pending or threatened proceeding
or governmental investigation under or pursuant to Environmental Laws other than
those that, in the aggregate, are not reasonably likely to result in the Parent
and its Subsidiaries incurring Environmental Liabilities and Costs whose Dollar
Equivalent would exceed $5,000,000;




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(c)  none of
the Parent or any of its Subsidiaries, any of their Real Property or other
assets is a treatment, storage or disposal facility requiring a Permit under the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the regulations
thereunder or any state analog;




(d)  there are
no facts, circumstances or conditions arising out of or relating to the
operations of the Parent or any of its Subsidiaries or, to the knowledge of the
Responsible Officers of the Parent and the Borrower (after reasonable inquiry by
the Responsible Officers of other appropriate officers of the Borrower and its
Subsidiaries), of the Service Contractors, or of Real Property or other assets
owned, operated, leased, distributed or sold by the Parent or any of its
Subsidiaries or, to the knowledge of the Responsible Officers of the Parent and
the Borrower (after reasonably inquiry by the Responsible Officers of other
appropriate officers of the Borrower and its Subsidiaries), by the Service
Contractors that are not specifically included in the financial information
furnished to the Lenders other than those that, in the aggregate, would not have
a reasonable likelihood of the Parent and its Subsidiaries incurring
Environmental Liabilities and Costs whose Dollar Equivalent would exceed
$5,000,000;




(e)  as of the
date hereof, no Environmental Lien has attached to any property of the Parent or
any of its Subsidiaries and, to the knowledge of the Parent and the Borrower, no
facts, circumstances or conditions exist that could reasonably be expected to
result in any such Lien attaching to any such property; and




(f)  as of the
Closing Date, the Parent and each of its Subsidiaries has provided the Lenders
with copies of all environmental, health or safety audits, studies, assessments,
inspections, investigations or other environmental health and safety reports
relating to the operations of the Parent or any of its Subsidiaries or any Real
Property or other assets of any of them or of the Service Contractors that are
in the possession, custody or control of the Parent or any of its
Subsidiaries.




Section
4.18  Intellectual
Property




Except as
disclosed on Schedule 4.18 (Intellectual
Property), (a) the Parent and its Subsidiaries own or license or
otherwise have the right to use all licenses, permits, patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights, copyright applications, Internet domain names, franchises,
authorizations and other intellectual property rights (including all
Intellectual Property) that are necessary for the operations of their respective
businesses, including all trade names associated with any private label brands
of the Parent or any of its Subsidiaries; (b) the Parent and its Subsidiaries
take reasonable measures to protect all licenses, permits, patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights and copyright applications, internet domain names, franchises,
authorizations and other intellectual property rights (including all
Intellectual Property) that are necessary for the operations of their respective
businesses, and to their knowledge, no third party is infringing, violating or
misappropriating such licenses, permits, patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights and
copyright applications, Internet domain names, franchises, authorizations and
other intellectual property rights (including all Intellectual Property) that
are necessary for the operations of their respective businesses; and (c) to
the Borrower’s and the Parent’s and the Subsidiaries’ knowledge, no license,
permit, patent, patent application, trademark, trademark application, service
mark, trade name, copyright, copyright application, Internet domain name,
franchise, authorization, other intellectual property right (including all
Intellectual Property), slogan or other advertising device, product, process,
method, substance, part or component, or other material now employed, or now
contemplated to be employed, by the Parent or any of its Subsidiaries infringes
upon or conflicts with any rights owned by any other Person, and no claim or
litigation regarding any of the foregoing is pending or threatened, except, in
each of clauses (a),
(b) and (c), as would not have a
Material Adverse Effect.




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Section
4.19  Title;
Real Property




(a)  Each of
the Parent and its Subsidiaries has good and marketable title to, or valid
leasehold interests in, all Real Property and good title to all personal
property, in each case that is purported to be owned or leased by it, including
those reflected on the most recent Financial Statements delivered by the Parent,
and none of such properties and assets is subject to any Lien, except Liens
permitted under Section 8.2
(Liens, Etc.).  The Parent and its Subsidiaries have received
all deeds, assignments, waivers, consents, non-disturbance and recognition or
similar agreements, bills of sale and other documents in respect of, and have
duly effected all recordings, filings and other actions necessary to establish,
protect and perfect, the Parent’s and its Subsidiaries’ right, title and
interest in and to all such property.




(b)  Set forth
on Schedule 4.19 (Real
Property) is a complete and accurate list of all Real Property of each
Loan Party and its Subsidiaries and showing, as of the Closing Date, the current
street address (including, where applicable, county, state and other relevant
jurisdictions), record owner and, where applicable, lessee thereof.




(c)  All
Permits required to have been issued or appropriate to enable all Real Property
of the Parent or any of its Subsidiaries to be lawfully occupied and used for
all of the purposes for which they are currently occupied and used have been
lawfully issued and are in full force and effect, other than those that, in the
aggregate, would not have a Material Adverse Effect.




(d)  None of
the Parent or any of its Subsidiaries has received any notice, or has any
knowledge, of any pending, threatened or contemplated condemnation proceeding
affecting any Real Property of the Parent or any of its Subsidiaries or any part
thereof, except those that, in the aggregate, would not have a Material Adverse
Effect.




Section
4.20  Related
Documents




(a)  As of the
Closing Date, the consummation of the transactions contemplated by the Senior
Notes Documents by each Loan Party:




(i)  is within
such Loan Party’s respective corporate, limited liability company, partnership
or other powers;




(ii)  has been
duly authorized by all necessary corporate or other action, including the
consent of stockholders where required;




(iii)  does not
and will not (A) contravene or violate any Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to any Loan Party, (C) conflict with or
result in the breach of, constitute a default under, or result in or permit the
termination or acceleration of, any Contractual Obligation of any Loan Party or
any of its Subsidiaries, except for those that, in the aggregate, would not have
a Material Adverse Effect, or (D) result in the creation or imposition of
any Lien upon any property of any Loan Party or any of its Subsidiaries other
than a Lien permitted under Section 8.2 (Liens, Etc.);
and




(iv)  does not
require the consent of, authorization by, approval of, notice to, or filing or
registration with, any Governmental Authority or any other Person, other than
those that (A) will have been obtained at the Closing Date, each of which
will be in full force and effect on the Closing Date, none of which will on the
Closing Date impose materially adverse conditions





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 upon the
exercise of control by the Parent over the Borrower or by the Borrower over any
of its Subsidiaries and (B) in the aggregate, if not obtained, would not
have a Material Adverse Effect.




(b)  Each of
the Senior Notes Documents has been or at the Closing Date will have been duly
executed and delivered by each Loan Party party thereto and at the Closing Date
will be the legal, valid and binding obligation of each Loan Party party
thereto, enforceable against such Loan Party in accordance with its terms,
except as such enforceability may be limited by general principles of equity and
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally.




(c)  As of the
Closing Date, none of the Senior Notes Documents has been amended or modified in
any respect and no provision therein has been waived.




ARTICLE
V




Financial
Covenants




Each of
Parent and the Borrower agrees with the Lenders, the Issuers and the
Administrative Agent to each of the following, until all Secured Obligations are
paid in full and, in each case, unless the Requisite Lenders otherwise consent
in writing:




Section
5.1  Maximum
Leverage Ratio




The
Parent agrees with each of the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall maintain,
on the last day of each Fiscal Quarter set forth below, a Leverage Ratio of not
more than the maximum ratio set forth below opposite such Fiscal
Quarter:







Each
      Fiscal Quarter Ending During the Period
            Maximum
      Leverage RatioFrom
      April 1, 2010 through March 31, 2011
            4.30
      to 1From
      April 1, 2011 through December 31, 2012
            4.00
      to 1From
      January 1, 2013 through December 31, 2013
            3.75
      to 1January
      1, 2014 and thereafter
            3.50
      to 1





Section
5.2  Minimum
Interest Coverage Ratio




The
Parent agrees with each of the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall maintain an
Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter
set forth below, for the four Fiscal Quarters ending on such day, of at least
the minimum ratio set forth below opposite such Fiscal Quarter:




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Each
      Fiscal Quarter Ending During the Period
            Minimum
      Interest
              Coverage
      RatioFrom
      April 1, 2010 through March 31, 2011
            2.75
      to 1From
      April 1, 2011 through December 31, 2012
            3.00
      to 1January
      1, 2013 and thereafter
            3.25
      to 1





Section
5.3  [Reserved.]




Section
5.4  Capital
Expenditures




The
Parent shall not make or incur, or permit to be made or incurred, Capital
Expenditures during any Fiscal Year to exceed $3,000,000 in the aggregate; provided, however, that to the extent
that actual Capital Expenditures for any Fiscal Year shall be less than
$3,000,000 (without giving effect to the carryover permitted by this proviso),
the difference between said stated maximum amount and such actual Capital
Expenditures shall, in addition, be available for Capital Expenditures in the
next succeeding Fiscal Year.




ARTICLE
VI




Reporting
Covenants




Each of
the Parent and the Borrower agrees with the Lenders, the Issuers and the
Administrative Agent to each of the following, until all Secured Obligations are
paid in full and, in each case, unless the Requisite Lenders otherwise consent
in writing:




Section
6.1  Financial
Statements




The
Parent shall furnish to the Administrative Agent each of the
following:




(a)  [Reserved].




(b)  Quarterly
Reports.  Within 45 days after the end of each of the first
three Fiscal Quarters of each Fiscal Year, financial information regarding the
Parent and its Subsidiaries consisting of Consolidated unaudited balance sheets
as of the close of such quarter and the related statements of income and cash
flow for such quarter and that portion of the Fiscal Year ending as of the close
of such quarter, setting forth in comparative form the figures for the
corresponding period in the prior year, in each case certified by a Responsible
Officer of the Parent as fairly presenting in all material respects the
Consolidated financial position of the Parent as at the dates indicated and the
results of their operations and cash flow for the periods indicated in
accordance with GAAP (subject to the absence of footnote disclosure and normal
year-end audit adjustments).




(c)  Annual
Reports.  Not later than the earlier of (x) 100 days after the
end of each Fiscal Year and (y) 10 days after the Parent’s or the Borrower’s
Annual Report on Form 10-K is filed with the Securities and Exchange Commission,
financial information regarding the Parent consisting of Consolidated balance
sheets of the Parent as of the end of such year and related statements of income
and cash flows of the Parent for such Fiscal Year, all prepared in
confor-





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 mity with
GAAP and certified, in the case of such Consolidated Financial Statements,
without qualification as to the scope of the audit or as to the Parent or the
Borrower being a going concern by the Parent’s and the Borrower’s Accountants,
together with the report of such accounting firm stating that (i) such
Financial Statements fairly present in all material respects the Consolidated
financial position of the Parent as at the dates indicated and the results of
their operations and cash flow for the periods indicated in conformity with GAAP
applied on a basis consistent with prior years (except for changes with which
the Parent’s and the Borrower’s Accountants shall concur and that shall have
been disclosed in the notes to the Financial Statements) and (ii) the
examination by the Parent’s and the Borrower’s Accountants in connection with
such Consolidated Financial Statements has been made in accordance with
generally accepted auditing standards.




(d)  Compliance
Certificate.  Within 10 days after delivery of any Financial
Statements pursuant to clause
(b) or (c) above
but in any event no later than the last day for which Financial Statements must
be delivered pursuant to clause (b) or (c) above, the Parent shall
deliver a certificate of a Responsible Officer of the Parent in a form
reasonably satisfactory to the Administrative Agent (a “Compliance Certificate”)
(i) showing in reasonable detail the calculations used in determining the
Leverage Ratio (for purposes of determining the Applicable Margin) and
demonstrating compliance with each of the financial covenants contained in Article V (Financial
Covenants) that is tested on a quarterly basis, (ii) in the case of
delivery of Financial Statements pursuant to clause (c) above, showing in
reasonable detail the calculations used in determining Excess Cash Flow and
demonstrating compliance with the financial covenant set forth in Section 5.4 (Capital
Expenditures) and (iii) stating that no Default or Event of Default
has occurred and is continuing or, if a Default or an Event of Default has
occurred and is continuing, stating the nature thereof and the action that the
Parent proposes to take with respect thereto.




(e)  Corporate Chart and Other Collateral
Updates.  Within 10 days after delivery of any Financial
Statements pursuant to clause
(b) or (c) above
but in any event no later than the last day for which Financial Statements must
be delivered pursuant to clause (b) or (c) above, the Parent shall
deliver (i) a certificate of a Responsible Officer of the Parent certifying
that the Corporate Chart attached thereto (or the last Corporate Chart delivered
pursuant to this clause (e)) is true,
correct, complete and current as of the date of such Financial Statement and
(ii) a certificate of a Responsible Officer of the Parent in form and
substance satisfactory to the Administrative Agent that all certificates,
statements, updates and other documents (including updated schedules) required
to be delivered pursuant to the Pledge and Security Agreement by any Loan Party
in the preceding Fiscal Quarter have been delivered thereunder (or such delivery
requirement was otherwise duly waived or extended).  The reporting
requirements set forth in this clause (e) are in
addition to, and are not intended to and shall not replace or otherwise modify,
any obligation of any Loan Party under any Loan Document (including other notice
or reporting requirements).  Compliance with the reporting obligations
in this clause (e)
shall only provide notice to the Administrative Agent and shall not, by itself,
modify any obligation of any Loan Party under any Loan Document, update any
Schedule to this Agreement or any schedule to any other Loan Document or cure,
or otherwise modify in any way, any failure to comply with any covenant, or any
breach of any representation or warranty, contained in any Loan Document or any
other Default or Event of Default.




(f)  Business Plan.  Not
later than 30 days after the end of each Fiscal Year, and containing
substantially the types of financial information contained in the Projections,
(i) the annual business plan of the Parent and its Subsidiaries for the
Fiscal Year next succeeding such Fiscal Year approved by the board of directors
of the Parent and (ii) forecasts prepared by management of the Parent for
each of the two Fiscal Years next succeeding such Fiscal Year (but in any event





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 not
beyond the Fiscal Year in which the then Latest Maturity Date is scheduled to
occur), including, in each instance described in clauses (i) and (ii) above, (x) a
projected year-end Consolidated balance sheet and income statement and statement
of cash flows and (y) a statement of all of the material assumptions on
which such forecasts are based.




(g)  Management Letters,
Etc.  Within five Business Days after receipt thereof by any
Loan Party, copies of each management letter, exception report or similar letter
or report received by such Loan Party from its independent certified public
accountants (including the Borrower’s Accountants).




(h)  Intercompany Loan
Balances.  Together with each delivery of any Financial
Statement pursuant to clause (b) above, a
summary of the outstanding balance of all intercompany Indebtedness as of the
last day of the fiscal month covered by such Financial Statement, certified by a
Responsible Officer of the Parent.




Documents
required to be delivered pursuant to Section 6.1(b) or (c) (Financial
Statements) (to the extent any such documents are included in materials
otherwise filed with the Securities and Exchange Commission) shall be deemed to
be delivered on the date (i) on which the Parent posts such documents, or
provides a link thereto on the Parent’s website on the Internet at the website
address listed on Schedule II
(Applicable Lending Offices and Addresses for Notices); or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that the Borrower
shall notify the Administrative Agent (by telecopier or electronic mail) of the
posting of any such documents.  The Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.




The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arrangers will make available to the Lenders and the Issuers materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have
personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities.  The Borrower
hereby agrees that (w) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first
page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be
deemed to have authorized the Administrative Agent, the Arrangers, the Issuers
and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws (provided, however, that to the extent
such Borrower Materials constitute Information, they shall be treated as set
forth in Section 11.18
(Confidentiality)); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated
“Public Side Information”; and (z) the Administrative Agent and the Arrangers
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated
“Public Side Information.”




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Section
6.2  Default
Notices




As soon
as practicable, and in any event within five Business Days after a Responsible
Officer of any Loan Party has actual knowledge of the existence of any Default,
Event of Default or other event having had a Material Adverse Effect, the Parent
shall give the Administrative Agent notice specifying the nature of such Default
or Event of Default or other event, which notice, if given by telephone, shall
be promptly confirmed in writing on the next Business Day.




Section
6.3  Litigation




Promptly
after the commencement thereof, the Parent shall give the Administrative Agent
written notice of the commencement of all actions, suits and proceedings before
any domestic or foreign Governmental Authority or arbitrator affecting the
Parent or any of its Subsidiaries that, in the reasonable judgment of the
Borrower or the Parent, expose the Parent or any of its Subsidiaries to
liability in an aggregate amount the Dollar Equivalent of which would equal or
exceed $10,000,000 or that would have a Material Adverse Effect.




Section
6.4  Asset
Sales




Prior to
any Asset Sale whose Net Cash Proceeds (or the Dollar Equivalent thereof) are
anticipated to exceed $15,000,000, the Parent shall send the Administrative
Agent a notice (a) describing such Asset Sale or the nature and material
terms and conditions of such transaction and (b) stating the estimated Net
Cash Proceeds anticipated to be received by the Parent or any of its
Subsidiaries.




Section
6.5  Notices
under Related Documents




Promptly
after the sending or filing thereof, the Parent shall send the Administrative
Agent copies of all material notices, certificates or reports delivered pursuant
to, or in connection with, any Senior Notes Document.




Section
6.6  [Reserved.]




Section
6.7  Labor
Relations




Promptly
after becoming aware of the same, the Parent shall give the Administrative Agent
written notice of (a) any material labor dispute to which the Parent or any
of its Subsidiaries is a party, including any strikes, lockouts or other
material disputes relating to any of such Person’s plants and other facilities,
and (b) any Worker Adjustment and Retraining Notification Act or related
liability incurred with respect to the closing of any plant or other facility of
any such Person.




Section
6.8  Tax
Returns




Upon the
request of any Lender, through the Administrative Agent, the Parent shall
provide copies of all federal, state, local and foreign tax returns and reports
filed by the Parent or any of its Subsidiaries in respect of taxes measured by
income (excluding sales, use and like taxes).




Section
6.9  Insurance




As soon
as is practicable and in any event within 100 days after the end of each Fiscal
Year, the Parent shall furnish the Administrative Agent with (a) a report
in form and substance satisfactory to the Administrative Agent outlining all
material insurance coverage maintained as of the date of





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 such
report by the Parent or any of its Subsidiaries and the duration of such
coverage and (b) an insurance broker’s statement that all premiums then due
and payable with respect to such coverage have been paid and confirming that,
with respect to all such insurance coverage maintained by the Parent or any Loan
Party, the Administrative Agent, on behalf of the Secured Parties, has been
named as loss payee or additional insured, as applicable.




Section
6.10  ERISA
Matters




The
Parent shall furnish the Administrative Agent (with sufficient copies for each
of the Lenders) each of the following:




(a)  promptly
and in any event within 30 days after the Parent, any of its Subsidiaries or any
ERISA Affiliate knows or has reason to know that any ERISA Event has occurred,
written notice describing such event;




(b)  promptly
and in any event within 10 days after the Parent, any of its Subsidiaries or any
ERISA Affiliate knows or has reason to know that a request for a minimum funding
waiver under Section 412 of the Code has been filed with respect to any
Title IV Plan or Multiemployer Plan, a written statement of a Responsible
Officer of the Parent describing such ERISA Event or waiver request and the
action, if any, the Parent, its Subsidiaries and ERISA Affiliates propose to
take with respect thereto and a copy of any notice filed with the PBGC or the
IRS pertaining thereto; and




(c)  simultaneously
with the date that the Parent, any of its Subsidiaries or any ERISA Affiliate
files a notice of intent to terminate any Title IV Plan, if such
termination would require material additional contributions in order to be
considered a standard termination within the meaning of Section 4041(b) of
ERISA, a copy of each notice.




Section
6.11  Environmental
Matters




The
Parent shall provide the Administrative Agent promptly and in any event within
10 days after the Parent or any of its Subsidiaries learns of any of the
following, written notice of each of the following:




(a)  that any
Loan Party or any Subsidiary of any Loan Party is or may be liable to any Person
as a result of a Release or threatened Release that could reasonably be expected
to subject such Loan Party or such Subsidiary to Environmental Liabilities and
Costs whose Dollar Equivalent shall exceed $5,000,000;




(b)  the
receipt by any Loan Party or any Subsidiary of any Loan Party of notification
that any real or personal property of such Loan Party or such Subsidiary is or
is reasonably likely to be subject to any Environmental Lien;




(c)  the
receipt by any Loan Party or any Subsidiary of any Loan Party of any notice of
violation of or potential liability under, or knowledge by such Loan Party or
such Subsidiary that there exists a condition that could reasonably be expected
to result in a violation of or liability under, any Environmental Law, except
for violations and liabilities the consequence of which, in the aggregate, would
not be reasonably likely to subject the Loan Parties and their Subsidiaries
collectively to Environmental Liabilities and Costs whose Dollar Equivalent
shall exceed $5,000,000;




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(d)  the
commencement of any judicial or administrative proceeding or investigation
alleging a violation of or liability under any Environmental Law, that, in the
aggregate, if adversely determined, would have a reasonable likelihood of
subjecting the Loan Parties and their Subsidiaries collectively to Environmental
Liabilities and Costs whose Dollar Equivalent shall exceed
$5,000,000;




(e)  any
proposed acquisition of stock, assets or real estate, any proposed leasing of
property or any other action by any Loan Party or any of its Subsidiaries other
than those the consequences of which, in the aggregate, have reasonable
likelihood of subjecting the Loan Parties and their Subsidiaries collectively to
Environmental Liabilities and Costs whose Dollar Equivalent shall exceed
$5,000,000;




(f)  any
proposed action by any Loan Party or any of its Subsidiaries or any proposed
change in Environmental Laws that, in the aggregate, have a reasonable
likelihood of requiring the Loan Parties to obtain additional environmental,
health or safety Permits or make additional capital improvements to obtain
compliance with Environmental Laws that, in the aggregate, would have cost
$5,000,000 or more or that shall subject the Loan Parties and their Subsidiaries
to additional Environmental Liabilities and Costs whose Dollar Equivalent shall
exceed $5,000,000; and




(g)  upon
written request by any Lender through the Administrative Agent, a report
providing an update of the status of any environmental, health or safety
compliance, hazard or liability issue identified in any notice or report
delivered pursuant to this Agreement.




Section
6.12  Material
Contracts




Promptly
after any Responsible Officer becoming aware of the same, the Parent shall give
the Administrative Agent prior to the Closing Date written notice of any
cancellation, termination, loss of, or material adverse change to, any material
Contractual Obligation (including any Intellectual Property license agreement,
manufacturing agreement or other customer arrangement).




Section
6.13  Other
Information




Each of
the Parent and the Borrower shall provide the Administrative Agent or any Lender
with such other information respecting the business, properties, condition,
financial or otherwise, or operations of the Parent, any Subsidiary of the
Parent or any Joint Venture of any of them as the Administrative Agent or such
Lender through the Administrative Agent may from time to time reasonably
request.




ARTICLE
VII




Affirmative
Covenants




Each of
the Parent and the Borrower agrees with the Lenders, the Issuers and the
Administrative Agent to each of the following, until all Secured Obligations are
paid in full and, in each case, unless the Requisite Lenders otherwise consent
in writing:




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Section
7.1  Preservation
of Corporate Existence, Etc.




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, preserve and maintain its legal existence, except as permitted
by Section 8.4 (Sale of
Assets) and 8.7
(Restriction on Fundamental Changes; Permitted
Acquisitions).




Section
7.2  Compliance
with Laws, Etc.




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, comply with all applicable Requirements of Law, Contractual
Obligations and Permits, except where the failure so to comply would not, in the
aggregate, have a Material Adverse Effect.




Section
7.3  Conduct
of Business




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, (a) conduct its business in the ordinary course and
(b) use its reasonable efforts, in the ordinary course, to preserve its
business and the goodwill and business of the customers, advertisers, suppliers
and others having business relations with the Parent or any of its Subsidiaries,
except in each case where the failure to comply with the covenants in each of
clauses (a) and
(b) above would not, in
the aggregate, have a Material Adverse Effect.




Section
7.4  Payment
of Taxes, Etc.




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, timely pay and discharge, all lawful material governmental
claims and all material federal, state, local and foreign income, franchise and
other Taxes, except where contested in good faith, by proper proceedings and
adequate reserves therefor have been established on the books of the Parent, the
Borrower or the appropriate Subsidiary in conformity with GAAP.  Each
of the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, timely file all material federal, state, local and foreign
income, franchise and other Tax Returns required to be filed.




Section
7.5  Maintenance
of Insurance




Each of
the Parent and the Borrower shall (a) maintain for, itself, and each of the
Parent and the Borrower shall cause to be maintained for each of their
respective Subsidiaries, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks that, as
determined in the good faith judgment of a Responsible Officer of Parent to be
sufficient, appropriate and prudent in the conduct of the business of the kind
conducted by Parent and its Subsidiaries, and, in any event, all insurance
required by any Collateral Documents and (b) cause all such insurance
relating to the Parent or any Loan Party to name the Administrative Agent, on
behalf of the Secured Parties, as additional insured or loss payee, as
appropriate, and to provide that no cancellation or material change in coverage
shall be effective until after 10 days’ written notice thereof to the
Administrative Agent.




If any
portion of any Real Property that is subject to a Mortgage is at any time
located in an area identified by the Federal Emergency Management Agency (or any
successor agency) as a Special Flood Hazard Area with respect to which flood
insurance has been made available under the National Flood Insurance Act of 1968
(as now or hereafter in effect or successor act thereto), then the Borrower
shall, or shall cause each Loan Party to, (i) maintain, or cause to be
maintained, with a financially sound and reputable insurer, flood insurance in
an amount and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to
the Adminis-





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 trative
Agent evidence of such compliance in form and substance reasonably acceptable to
the Administrative Agent.




Section
7.6  Access




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, from time to time (but, if no Default or Event of Default shall
have occurred and be continuing, not more often than once per Fiscal Year at the
Borrower’s expense) permit the Administrative Agent, or any agents or
representatives thereof, within two Business Days after written notification of
the same (except that during the continuance of an Event of Default, no such
notice shall be required) to, during the normal business hours of the Parent,
the Borrower or such Subsidiary, as applicable, (a) examine and make copies
of and abstracts from the records and books of account of the Parent and each
Subsidiary of the Parent, (b) visit the properties of the Parent and each
of its Subsidiaries, (c) discuss the affairs, finances and accounts of the
Parent and each of its Subsidiaries with any of their respective officers or
directors, as long as the Borrower is offered an opportunity to be present
during such discussions, and (d) communicate directly with any of its
certified public accountants (including the Borrower’s
Accountants).  Each of the Parent and the Borrower shall authorize its
certified public accountants (including the Borrower’s Accountants), and shall
use its commercially reasonable efforts to cause the certified public
accountants of any of their respective Subsidiaries, if any, to disclose to the
Administrative Agent any and all financial statements and other information as
the Administrative Agent reasonably requests and that such accountants may have
with respect to the business, financial condition, results of operations or
other affairs of the Parent or its Subsidiaries.




Section
7.7  Keeping
of Books




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, keep, proper books of record and account, in which full and
correct entries shall be made in conformity with GAAP of all financial
transactions and the assets and business of the Parent, the Borrower and each
such Subsidiary.




Section
7.8  Maintenance
of Properties, Etc.




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, maintain and preserve (a) in good working order and
condition all of its material properties necessary in the conduct of its
business, (b) all rights, permits, licenses, approvals and privileges
(including all Permits) used or useful or necessary in the conduct of its
business and (c) all licenses, permits, patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights and
copyright applications, Internet domain names, franchises, authorizations and
other intellectual property rights (including all Intellectual Property) that
are necessary for the operations of their respective businesses, except where
failure to so maintain and preserve the items set forth in clauses (a), (b) and (c) above would not, in the
aggregate, have a Material Adverse Effect.




Section
7.9  Use
of Proceeds




The
Borrower (and, to the extent distributed to them by the Borrower, each Loan
Party) shall use the entire amount of the proceeds of the Loans as provided in
Section 4.13 (Use of
Proceeds).




Section
7.10  Environmental




Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, comply in all material respects with Environmental Laws and,
without limiting the foregoing,





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 the
Borrower shall, at its sole cost and expense, upon receipt of any notification
or otherwise obtaining knowledge of any Release or other event that has any
reasonable likelihood of any of the Parent or any of its Subsidiaries incurring
Environmental Liabilities and Costs whose Dollar Equivalent shall exceed
$2,500,000 in the aggregate, (a) conduct, or pay for consultants to
conduct, tests or assessments of environmental conditions at such operations or
properties, including the investigation and testing of subsurface conditions and
(b) take such Remedial Action and undertake such investigation or other
action as required by Environmental Laws or as any Governmental Authority
requires or as is appropriate and consistent with good business practice to
address the Release or event and otherwise ensure compliance with Environmental
Laws.




Section
7.11  Additional
Collateral and Guaranties




To the
extent not delivered to the Administrative Agent on or before the Closing Date
(including in respect of after-acquired property and Persons that become
Subsidiaries of any Loan Party after the Closing Date), each of the Parent and
the Borrower agrees promptly (and in any event within 30 days of acquisition or
formation of such new Subsidiary or such later date agreed to by the
Administrative Agent) to do, or to cause each of their respective Subsidiaries
to do, each of the following, unless otherwise agreed by the Administrative
Agent:




(a)  deliver
to the Administrative Agent such duly executed supplements and amendments to the
Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a
Domestic Subsidiary or that holds shares in any Person that is not a Domestic
Subsidiary, foreign guarantees and related documents), in each case in form and
substance reasonably satisfactory to the Administrative Agent and as the
Administrative Agent deems necessary or advisable in order to ensure that each
Subsidiary of each Loan Party (and each other Person having entered into
Guaranty Obligations or otherwise became liable in respect of any Subordinated
Debt) guaranties, as primary obligor and not as surety, the full and punctual
payment when due of the Obligations or any part thereof; provided, however, in no event shall
any Excluded Foreign Subsidiary be required to guaranty the payment of the
Obligations unless the Parent and the Administrative Agent otherwise
agree;




(b)  deliver
to the Administrative Agent such duly-executed joinder and amendments to the
Pledge and Security Agreement and, if applicable, other Collateral Documents
(or, in the case of any such Subsidiary of any Loan Party that is not a Domestic
Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary,
foreign charges, pledges, security agreements and other Collateral Documents),
in each case in form and substance reasonably satisfactory to the Administrative
Agent and as the Administrative Agent deems necessary or advisable in order to
(i) effectively grant the Requisite Priority Liens in the Stock and Stock
Equivalents and other debt Securities owned by any Loan Party, any Subsidiary of
any Loan Party or any other Person having entered into Guaranty Obligations or
otherwise became liable in respect of any Subordinated Debt and
(ii) effectively grant the Requisite Priority Liens in all property
interests and other assets of any Loan Party, any Subsidiary of any Loan Party
or any Subsidiary of the Borrower or the Parent having entered into Guaranty
Obligations or otherwise became liable in respect of any Subordinated Debt or
any other Person planning to enter, having entered or having agreed to enter
into any such Guaranty Obligations or liability; provided, however, in no event shall
(x) any Loan Party or any of its Subsidiaries, individually or
collectively, be required to pledge in excess of 65% of the outstanding Voting
Stock of any Excluded Foreign Subsidiary unless the Parent and the
Administrative Agent otherwise agree or (y) any assets of any Excluded Foreign
Subsidiary be required to be pledged, unless the Parent and the Administrative
Agent otherwise agree;




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(c)  deliver
to the Administrative Agent all certificates, instruments and other documents
representing all Pledged Stock, Pledged Debt Instruments and all other Stock,
Stock Equivalents and other debt Securities being pledged pursuant to the
joinders, amendments and foreign agreements executed pursuant to clause (b) above, together
with (i) in the case of certificated Pledged Stock and other certificated
Stock and Stock Equivalents, undated stock powers endorsed in blank and
(ii) in the case of Pledged Debt Instruments and other certificated debt
Securities, endorsed in blank, in each case executed and delivered by a
Responsible Officer of such Loan Party or such Subsidiary thereof, as the case
may be;




(d)  to take
such other actions necessary or advisable to ensure the validity or continuing
validity of the guaranties required to be given pursuant to clause (a) above and to
create, maintain and perfect the security interest required to be granted
pursuant to clause (b) above,
including the filing of UCC financing statements in such jurisdictions as may be
required by the Collateral Documents or by law or as may be reasonably requested
by the Administrative Agent;




(e)  if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.




Section
7.12  Control
Accounts; Approved Deposit Accounts




(a)  Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to
(i) deposit in an Approved Deposit Account all cash they receive,
(ii) not establish or maintain any Securities Account that is not a Control
Account and (iii) not establish or maintain any Deposit Account other than
an Approved Deposit Account; provided, however, that each of the
Parent and the Borrower and each of their respective Subsidiaries may
(x) deposit cash in and maintain payroll, withholding tax and flexible
spending or other fiduciary accounts, in each case that are not Approved Deposit
Accounts and (y) deposit cash in and maintain other accounts that are not
Approved Deposit Accounts as long as the Dollar Equivalent of the aggregate
balance in all such accounts does not exceed $5,000,000 at any
time.




(b)  The
Administrative Agent may establish one or more Cash Collateral Accounts with
such depositaries and securities intermediaries as it in its sole discretion
shall determine; provided, however, that no Cash
Collateral Account shall be established with respect to the assets of any
Excluded Foreign Subsidiary.  Without limiting the foregoing, funds on
deposit in any Cash Collateral Account may be invested (but the Administrative
Agent shall be under no obligation to make any such investment) in Cash
Equivalents at the direction of the Administrative Agent and, except during the
continuance of an Event of Default, the Administrative Agent agrees with the
Parent to issue Entitlement Orders for such investments in Cash Equivalents as
requested by the Parent; provided, however, that the
Administrative Agent shall not have any responsibility for, or bear any risk of
loss of, any such investment or income thereon.  None of the Parent,
the Borrower, any of their respective Subsidiaries or any other Loan Party or
Person claiming on behalf of or through the Parent, the Borrower, any of their
respective Subsidiaries or any other Loan Party shall have any right to demand
payment of any funds held in any Cash Collateral Account at any time prior to
the termination of all outstanding Letters of Credit and the payment in full of
all then outstanding and payable monetary Obligations.




Section
7.13  Real
Property




(a)  Each of
the Parent and the Borrower shall, and shall cause each of their respective
Subsidiaries to, (i) comply in all material respects with all of their
respective obligations under all of their respective material Leases now or
hereafter held respectively by them, including the Leases set forth





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 on Schedule 4.19 (Real
Property) (to the extent such Lease is indicated thereon to be material),
(ii) not modify, amend, cancel, extend or otherwise change in any
materially adverse manner any term, covenant or condition of any such Lease,
(iii) not assign or sublet any other Lease if such assignment or sublet
would have a Material Adverse Effect and (iv) provide the Administrative
Agent with a copy of each notice of default under any material Lease received by
the Parent, the Borrower or any of their respective Subsidiaries promptly upon
receipt thereof and deliver to the Administrative Agent a copy of each notice of
default sent by the Parent, the Borrower or any of their respective Subsidiaries
under any material Lease simultaneously with its delivery of such notice under
such Lease.




(b)  At least
15 Business Days prior to (i) entering into any Lease (other than a renewal
of an existing Lease) or, if earlier, entering into possession of any leased
premise, in each case for the principal place of business and chief executive
office of the Parent, the Borrower or any other Guarantor or any other Lease
(including any renewal) in which the Dollar Equivalent of the annual rental
payments are anticipated to equal or exceed $1,000,000 or (ii) acquiring
any material owned Real Property, the Parent shall, and each of the Parent and
the Borrower shall cause each Guarantor to, provide the Administrative Agent
written notice thereof.




(c)  To the
extent requested by the Administrative Agent, not previously delivered to the
Administrative Agent and not prohibited pursuant to the Contractual Obligation
granting a Lien permitted hereunder on such Real Property or Lease, upon written
request of the Administrative Agent, each of the Parent and the Borrower shall,
and shall cause each other Loan Party to, execute and deliver to the
Administrative Agent, for the benefit of the Secured Parties, promptly and in
any event not later than 45 days after receipt of such notice (or, if such
notice is given by the Administrative Agent prior to the acquisition of such
Real Property or Lease, immediately upon such acquisition), a Mortgage on any
owned Real Property or Lease of such Loan Party, together with (i) if
requested by the Administrative Agent and such Real Property is located in the
United States or is a Lease of Real Property located in the United States, all
Mortgage Supporting Documents relating thereto or (ii) otherwise, documents
similar to Mortgage Supporting Documents deemed by the Administrative Agent to
be appropriate in the applicable jurisdiction to obtain the equivalent in such
jurisdiction of mortgages on such Real Property or Lease constituting the
Requisite Priority Liens; provided, however, that the Parent and
the Borrower shall not have to deliver any Mortgage to the Administrative Agent
on any (x) owned Real Property unless the Fair Market Value of such Real
Property exceeds $1,500,000, (y) Lease with respect to office space to the
extent such Lease is in effect on the date hereof (and reviewed by the
Administrative Agent prior to the date hereof), together with all replacements
for such Lease on terms and conditions (including financial terms) not
materially worse for the Borrower, or (z) Lease in which the annual rental
payments are anticipated to be less than $2,000,000.




Section
7.14  Post-Closing
Deliveries




On or
prior to the Existing Senior Subordinated Notes Redemption Date, the Borrower
shall deposit, or shall cause to be deposited, the redemption price for the
Existing Senior Subordinated Notes not tendered in the Tender Offer with the
Existing Senior Subordinated Notes Trustee and cause the indenture for the
Existing Senior Subordinated Notes to be discharged.




ARTICLE
VIII




Negative
Covenants




Each of
the Borrower and the Parent agrees with the Lenders, the Issuers and the
Administrative Agent to each of the following, until all Secured Obligations are
paid in full and, in each case, unless the Requisite Lenders otherwise consent
in writing:




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Section
8.1  Indebtedness




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness
except for the following:




(a)  the
Secured Obligations (other than in respect of Hedging Contracts not permitted to
be incurred pursuant to clause (i) below) and
Guaranty Obligations in respect thereto;




(b)  (i) until
the date on which the Existing Subordinated Notes are required to be discharged
pursuant to Section 7.14
(Post-Closing Deliveries), the Existing Senior Subordinated Notes and
(ii) other Indebtedness existing on the date of this Agreement and
disclosed on Schedule 8.1
(Existing Indebtedness);




(c)  Guaranty
Obligations incurred (i) by the Borrower or any Guarantor in respect of
Indebtedness of the Borrower or any Guarantor that is otherwise permitted by
this Section 8.1 (other
than clause (a)
above and clause (j) below) or
(ii) in respect of Indebtedness of any Permitted Joint Venture or any
Subsidiary of the Parent that is not the Borrower or a Subsidiary Guarantor, to
the extent such Guaranty Obligation, together with all other such Guaranty
Obligations and all other Investments permitted thereunder, is permitted as an
Investment pursuant to Section
8.3(h)(iii) (Investments);




(d)  Capital
Lease Obligations and purchase money Indebtedness incurred to finance the
acquisition or improvement (together with, in each case, related costs) of fixed
assets; provided, however, that (i) the
Capital Expenditure related thereto is otherwise permitted by Section 5.4 (Capital
Expenditures) and (ii) the Dollar Equivalent of the aggregate
outstanding principal amount of all such Capital Lease Obligations and purchase
money Indebtedness (including renewals, extensions, refinancings and refundings
of any such Capital Lease Obligations or purchase money Indebtedness permitted
pursuant to clause (e) below) shall
not exceed $25,000,000 at any time;




(e)  renewals,
extensions, refinancings and refundings of Indebtedness permitted by clause (b) (other than
the Existing Senior Subordinated Notes and intercompany loans set forth on Schedule 8.1 (Existing
Indebtedness)) or (d) above or this clause (e); provided, however, that any such
renewal, extension, refinancing or refunding is in an aggregate principal amount
not greater than the principal amount of, and is on terms taken as a whole not
materially less favorable to the Parent or any of its Subsidiaries obligated
thereunder than the Indebtedness being renewed, extended, refinanced or
refunded;




(f)  a sale
and leaseback transaction permitted pursuant to Section 8.16 (Sale and Leaseback
Transactions), to the extent such transaction would constitute
Indebtedness;




(g)  Indebtedness
arising from intercompany loans (i) from the Borrower to any Subsidiary
Guarantor, (ii) from any Subsidiary Guarantor to the Borrower or any
Subsidiary Guarantor, (iii) from the Borrower or any Subsidiary Guarantor
to any Subsidiary of the Parent that is a Non-Guarantor; provided, however, that, in the case of
this clause (iii),
the Investment by such Borrower or Subsidiary Guarantor in such intercompany
loan to such Subsidiary is permitted under Section 8.3 (Investments) or
(iv) from any Subsidiary of the Parent to the Parent;




(h)  Indebtedness
arising under any performance or surety bond entered into in the ordinary course
of business;




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(i)  Obligations
under Hedging Contracts permitted under Section 8.17 (No Speculative
Transactions);




(j)  Indebtedness
(but not Guaranty Obligations thereof) owing to the issuer of any insurance
policy by the Person purchasing such policy for the benefit of the Parent and
its Subsidiaries for the purpose of financing the purchase of such policy by the
Parent or any of its Subsidiaries, in an aggregate outstanding principal amount
not to exceed the premiums owed under such policy;




(k)  (i)
Indebtedness of the Borrower owing under the Senior Notes in an aggregate
principal amount which does not exceed $150,000,000 at any time, (ii) Additional
Permitted Debt (provided that at the time of
the incurrence of such Indebtedness the Borrower is in compliance with Article V (Financial
Covenants) on a pro
forma basis after giving effect to the incurrence of such Additional
Permitted Debt (recomputed as of the last day of the most recently ended Fiscal
Quarter for which Financial Statements have been delivered pursuant to Section 6.1(b) or (c) (Financial Statements))) and
(iii) any refinancings (including by legal defeasance), refundings, renewals or
extensions of such Indebtedness pursuant to clauses (i) and (ii); provided that with respect to
such Indebtedness (w) the amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal or extension except by an amount
equal to a reasonable premium paid, and fees and expenses reasonably incurred,
in connection with such refinancing, (x) such Indebtedness bears interest
and provides for the payment of fees on terms and conditions not significantly
less favorable to any Loan Party from those offered to similarly situated
borrowers in the marketplace for similar facilities, (y) such Indebtedness
has a maturity not earlier and an average life to maturity not less than that of
the Senior Notes (calculated at the time of incurrence of such Indebtedness) and
(z) such Indebtedness is otherwise on terms and conditions that, taken as a
whole, are materially not less favorable to the Loan Parties and the interests
of the Administrative Agent, the Syndication Agent or any of the Lenders,
Issuers or other Secured Parties under the Loan Documents than those of the
Senior Notes and the Senior Notes Documents.




(l)  Indebtedness
assumed in connection with any Permitted Acquisition or owing by a Person that
becomes a Subsidiary of the Parent in any Permitted Acquisition (and existing
prior thereto), together with renewals, extensions, refinancings and refundings
thereof, in an aggregate outstanding principal amount the Dollar Equivalent of
which does not exceed $30,000,000 at any time; provided, however, that such
Indebtedness (i) exists at the time of such Permitted Acquisition at least
in the amounts assumed in connection therewith and (ii) is not drawn down,
created or increased in contemplation of or in connection with such Permitted
Acquisition or on or after the consummation thereof and does not provide any
credit support therefor; and provided, further, that any renewal,
extension, refinancing or refunding thereof is in an aggregate principal amount
not greater than the principal amount of, and is on terms taken as a whole not
materially less favorable to the Parent, the Borrower or any of their respective
Subsidiaries obligated thereunder than the Indebtedness being renewed, extended,
refinanced or refunded;




(m)  unsecured
Indebtedness (other than any loans or advances that would be in violation of
Section 402 of the Sarbanes-Oxley Act) owing to any then existing or former
director, officer or employee of Parent or any of its Subsidiaries or their
respective assigns, estates, heirs or their current or former spouses for the
repurchase, redemption or other acquisition or retirement for value of any of
the Stock or Stock Equivalents of the Parent held by them; provided, however, that such
Indebtedness shall provide that no cash payment (whether through optional
prepayments, mandatory prepayments, scheduled repayments, acceleration or
otherwise) shall be made





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 thereunder
to the extent the Available Employee Basket is (or would be after such payment)
less than zero;




(n)  unsecured
Indebtedness owing to any seller as payment of the purchase price of a Permitted
Acquisition on terms and conditions satisfactory to the Administrative Agent
(including subordination provisions satisfactory to the Administrative Agent and
which has a maturity date and prohibits any cash payment (other than, subject to
appropriate subordination provisions, regularly scheduled interest payments)
earlier than the first anniversary of the then Latest Maturity
Date);




(o)  contingent
indemnification obligations to financial institutions, in each case to the
extent in the ordinary course of business and on terms and conditions which are
within the general parameters customary in the banking industry, entered into to
obtain cash management services or deposit account overdraft protection services
(in amount similar to those offered for comparable services in the financial
industry) or other services in connection with the management or opening of
deposit accounts or incurred as a result of endorsement of negotiable
instruments for deposit or collection purposes and other customary, contingent
loss indemnification obligations of Parent and its Subsidiaries incurred in the
ordinary course of business;




(p)  contingent
liabilities in respect of any purchase price adjustment, earn-out provision or
any non-competition or consulting agreement or deferred compensation agreement,
in each case owing to the seller in connection with any Permitted
Acquisition;




(q)  Indebtedness
of Subsidiaries of Parent that are Non-Guarantors (not owing to any Loan Party
or any Subsidiary of any Loan Party) for working capital purposes in an
aggregate outstanding principal amount the Dollar Equivalent of which does not
exceed $10,000,000 at any time;




(r)  [Reserved];




(s)  Indebtedness
not otherwise permitted under this Section 8.1 having an
aggregate outstanding principal amount whose Dollar Equivalent shall not exceed
$50,000,000 at any time; and




(t)  accretion
or amortization of original issue discount and accretion of interest paid in
kind, in each case in respect of Indebtedness otherwise permitted under this
Section
8.1.




Section
8.2  Liens,
Etc.




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any
of their respective properties or assets, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign, any right to
receive income, except for the following:




(a)  Liens
created pursuant to the Loan Documents;




(b)  Liens
existing on the date of this Agreement and disclosed on Schedule 8.2 (Existing
Liens);




(c)  Customary
Permitted Liens on the assets of the Parent and its Subsidiaries;




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(d)  purchase
money Liens granted by any Subsidiary of Parent (including the interest of a
lessor under a Capital Lease and purchase money Liens to which any property is
subject at the time, on or after the date hereof, of such Subsidiary’s
acquisition thereof) securing Indebtedness permitted under Section 8.1(d) (Indebtedness)
and limited in each case to the property purchased with the proceeds of such
purchase money Indebtedness or subject to such Capital Lease;




(e)  any Lien
granted by any Subsidiary of Parent and securing the renewal, extension,
refinancing or refunding of any Indebtedness secured by any Lien permitted by
clause (b) or
(d) above or this clause (e) without any
change in the assets subject to such Lien and to the extent such renewal,
extension, refinancing or refunding is permitted by Section 8.1(e)
(Indebtedness);




(f)  Liens in
favor of lessors, sublessors, lessees or sublessees securing operating leases
or, to the extent such transactions create a Lien hereunder, sale and leaseback
transactions, to the extent such sale and leaseback transactions are permitted
hereunder;




(g)  any Lien
securing Indebtedness permitted pursuant to Section 8.1(l)
(Indebtedness); provided, however, that (i) such
Lien exists at the time of the Permitted Acquisition relating to such
Indebtedness and is not created in contemplation of or in connection with such
Permitted Acquisition and (ii) such Lien secures solely fixed or capital
assets acquired (or fixed or capital assets of Persons acquired) as part of such
Permitted Acquisition, and no assets constituting Collateral immediately prior
to such Permitted Acquisition are subject to such Lien;




(h)  Liens on
an insurance policy of the Parent and its Subsidiaries and the identifiable cash
proceeds thereof in favor of the issuer of such policy and securing Indebtedness
incurred for the purpose of financing such policy and permitted under Section 8.1(j)
(Indebtedness);




(i)  Liens for
the benefit of the seller deemed to attach solely because of the existence of
cash deposits and attaching solely to cash deposits made in connection with any
letter of intent or acquisition agreement with respect to a Permitted
Acquisition;




(j)  Liens on
any of the assets of a Subsidiary of the Parent that is a Non-Guarantor to
secure Indebtedness of such Subsidiary permitted pursuant to Section 8.1(q)
(Indebtedness);




(k)  licenses
and sublicenses in the ordinary course of business of Intellectual Property
(i) registered outside of the United States or (ii) having an
aggregate Fair Market Value the Dollar Equivalent of which does not exceed
$20,000,000; and




(l)  Liens not
otherwise permitted by the foregoing clauses of this Section 8.2 securing
obligations or other liabilities of any Loan Party; provided, however, that the Dollar
Equivalent of the aggregate outstanding amount of all such obligations and
liabilities shall not exceed $10,000,000 at any time.




Section
8.3  Investments




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, make or maintain, directly or indirectly, any Investment except
for the following:




(a)  Investments
existing on the date of this Agreement and disclosed on Schedule 8.3 (Existing
Investments);




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(b)  Investments
in cash (including cash held in bank deposit accounts) and Cash Equivalents in
the ordinary course of business; provided, however, that the Dollar
Equivalent of Investments of Foreign Non-Guarantors in Cash Equivalents in which
Loan Parties would not be permitted to make Investments pursuant to this clause (b) shall not
exceed $15,000,000;




(c)  Investments
in payment intangibles, chattel paper (each as defined in the UCC) and accounts,
notes receivable, prepaid accounts and similar items arising or acquired in the
ordinary course of business;




(d)  Investments
received in settlement of amounts due to Parent or any of its Subsidiaries
effected in the ordinary course of business;




(e)  cash
deposits permitted pursuant to clause (c) or (f) of the definition of
“Customary Permitted Liens” or pursuant to Section 8.2(i)or(l) (Liens, Etc.);




(f)  Investments
consisting of Securities of account debtors received by Parent or any of its
Subsidiaries in any bankruptcy, insolvency or reorganization proceedings of such
account debtors;




(g)  (i) Investments
consisting of Permitted Acquisitions and any Foreign IP Transfer; provided, however, that this clause (g) shall not
permit Investments to be made after the consummation of such Permitted
Acquisition or such Foreign IP Transfer if such Investments are not otherwise
permitted under this Section
8.3, and (ii) Investments consisting of mergers, liquidations and
dissolutions permitted pursuant to clause (y) or (z) of Section 8.7 (Restriction on
Fundamental Changes; Permitted Acquisitions);




(h)  Investments
by (i) the Borrower or any Guarantor in the Borrower or any Guarantor,
(ii) any Subsidiary of the Parent that is a Non-Guarantor in any other
Subsidiary of Parent or (iii) the Borrower or any Guarantor in any
Subsidiary of the Parent or any Permitted Joint Venture, in each case that is a
Non-Guarantor; provided, however, that Investments
(including any Guaranty Obligations permitted pursuant to Section 8.1(c)(ii)
(Indebtedness) and loans permitted pursuant to Section 8.1(g)(iii)
(Indebtedness) shall be permitted pursuant to this clause (iii) only to the
extent that, after giving effect to such Investment (and any Investment or Asset
Sale to be made to any Non-Guarantor on or prior to the date of such
Investment), the Dollar Equivalent of the Non-Guarantor Investment Amount shall
not exceed $15,000,000 at any time; provided, further, that any loan or
advance after the Closing Date by a Loan Party to a Subsidiary of the Parent
that is not a Loan Party or to any Permitted Joint Venture, or any loan or
advance after the Closing Date by any Subsidiary of Parent that is not a Loan
Party or by any Permitted Joint Venture to a Loan Party, shall, in each case, be
evidenced by an intercompany note in the form of Exhibit E (Form of Intercompany
Notes) and, in the case of a loan or advance by a Loan Party, pledged by
such Loan Party as Collateral pursuant to the Collateral Documents;




(i)  [Reserved];




(j)  loans or
advances to employees of the Parent or any of its Subsidiaries in the ordinary
course of business as presently conducted other than any loans or advances that
would be in violation of Section 402 of the Sarbanes-Oxley Act; provided, however, that the Dollar
Equivalent of the aggregate principal amount of all loans and advances permitted
pursuant to this clause (j) shall not
exceed $2,000,000 at any time;




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(k)  loans and
advances to any existing director, officer or employee of Parent or any of its
Subsidiaries (other than any loans or advances that would be in violation of
Section 402 of the Sarbanes-Oxley Act) the proceeds of which shall be used
for the sole purpose of acquisition by such director, officer or employee of any
of the Stock or Stock Equivalents of the Parent; provided, however, that the Dollar
Equivalent of the aggregate principal amount of all loans and advances permitted
pursuant to this clause (k) shall not
exceed $5,000,000 at any time;




(l)  Guaranty
Obligations permitted by Section 8.1
(Indebtedness);




(m)  Investments
(other than in Proposed Acquisitions) made with the Net Cash Proceeds of an
Equity Issuance (but only to the extent of that portion of the Net Cash Proceeds
of which have not previously been (and are not simultaneously being) applied to
make Capital Expenditures within the meaning of clause (b) of the definition of
“Unfinanced Capital Expenditures”, to make Restricted Payments pursuant to Section 8.5(c)(iii) (Restricted Payments) or to
make other Investments pursuant to this Section 8.3(m)) identified in
an Equity Issuance Notice as being invested pursuant to this clause (m) in
(i) Joint Ventures that are Permitted Joint Ventures or (ii) in any
other assets (other than Stock or Stock Equivalents of Subsidiaries or interests
in Joint Ventures); providedthat such Investment is made within 270 days of such Equity Issuance and
no Event of Default shall be continuing at the time of such Investment;
and




(n)  Investments
not otherwise permitted hereby; provided, however, that the Dollar
Equivalent of the aggregate outstanding amount of all such Investments shall not
exceed $25,000,000 at any time; and




(o)  Investment
(other than in a Permitted Acquisition) of (i) the excess of the Net Cash
Proceeds from any Asset Sale (other than to the Parent or any of its
Subsidiaries) of any Investment made pursuant to clause (h), (m) or (n) above over the amount of
such Investment (as determined in accordance with the definition of “Investment”
set forth herein) at the time of such Asset Sale or (ii) the Net Cash
Proceeds of any Asset Sale of any Investment made pursuant to this clause (o).




Section
8.4  Sale
of Assets




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of
their respective assets or any interest therein (including the sale or factoring
at maturity or collection of any accounts) to any Person, or permit or suffer
any other Person to acquire any interest in any of their respective assets or,
except in the case of the Parent, issue or sell any shares of their Stock or any
Stock Equivalents (any such disposition being an “Asset Sale”), except for the
following:




(a)  the
liquidation, sale or disposition of cash, Cash Equivalents or inventory, in each
case in the ordinary course of business;




(b)  the sale
or disposition of Equipment that has become surplus, worn-out, obsolete, is
replaced in the ordinary course of business or is no longer used or useful in
the business;




(c)  the
discount or write-off of accounts receivable overdue by more than 90 days or the
sale of any such account receivables for the purpose of collection to any
collection agency, in each case in the ordinary course of business;




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(d)  (i) licenses
and sublicenses in the ordinary course of business of Intellectual Property
(A) registered outside of the United States or (B) having an aggregate
Fair Market Value whose Dollar Equivalent does not exceed $20,000,000 during the
term of this Agreement or (ii) any Foreign IP Transfer;




(e)  the
cancellation of any Indebtedness permitted to be cancelled under Section 8.6(a) (Prepayment and
Cancellation of Indebtedness);




(f)  the
issuance of Nominal Shares;




(g)  (i) a
true lease or sublease of any property not constituting Indebtedness and not
constituting a sale and leaseback transaction and (ii) a sale of assets
pursuant to a sale and leaseback transaction, in each case as permitted under
Section 8.16 (Sale and
Leaseback Transactions);




(h)  (i) any
Asset Sale to the Borrower or any Guarantor as long as the consideration given
by the Loan Parties to any Non-Guarantor does not exceed the Fair Market Value
of the assets transferred to any Loan Parties, (ii) any Asset Sale to any
Non-Guarantor to the extent, after giving effect to such Asset Sale (and any
other Asset Sale or Investment in Non-Guarantors to be made on or prior to the
date of such Asset Sale), the Dollar Equivalent of the Non-Guarantor Investment
Amount does not exceed $20,000,000 and (iii) any Asset Sale by any
Non-Guarantor to any Non-Guarantor;




(i)  (A) the
liquidation or merger of any Subsidiary of the Parent, to the extent such
liquidation or merger is permitted pursuant to clause (x) of Section 8.7 (Restriction on
Fundamental Changes; Permitted Acquisitions) and (B)(x) any
disposition of the Stock or Stock Equivalents or other interests in any
Permitted Joint Venture for not less than Fair Market Value and all of the
consideration for which is payable in cash or (y) any pro rata disposition
of the assets of a Permitted Joint Venture to investors, participants or holders
of Stock and Stock Equivalents in such Permitted Joint Venture in connection
with the dissolution or termination of such Permitted Joint Venture, pursuant to
and in accordance with the Contractual Obligations relating to such Permitted
Joint Venture; provided, however, that, with respect
to any such Asset Sale pursuant to this clause (i)(B)(x), the
Dollar Equivalent of the aggregate consideration received by Parent or any of
its Subsidiaries during any Fiscal Year for all such Asset Sales shall not
exceed $25,000,000; and provided, further, that, with respect
to any such Asset Sale pursuant to this clause (i)(B), an amount
equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of
the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory
Prepayments);




(j)  as long
as no Default or Event of Default is continuing or would result therefrom, any
Asset Sale for not less than Fair Market Value, all of the consideration for
which shall be payable in cash upon such sale, within 360 days of the
consummation of a Permitted Acquisition, of non-core assets acquired as part of
such Permitted Acquisition and subject to a Permitted Acquisition Notice with
respect to such Permitted Acquisition; provided, however, that, with respect
to any such Asset Sale permitted pursuant to this clause (j), an amount
equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of
the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory
Prepayments); and




(k)  as long
as no Default or Event of Default is continuing or would result therefrom, any
other Asset Sale for not less than Fair Market Value, 75% of the consideration
for which shall be payable in cash upon such sale; provided, however, that with respect to
any such Asset Sale





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 pursuant
to this clause (k), the Dollar
Equivalent of the aggregate consideration received during any Fiscal Year for
all such Asset Sales shall not exceed $50,000,000 and (ii) an amount equal to
all Net Cash Proceeds of such Asset Sale are applied to the payment of the
Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory
Prepayments).




Section
8.5  Restricted
Payments




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Payment except for the following:




(a)  Restricted
Payments by any Subsidiary of the Parent to the Parent or any Subsidiary of the
Parent (and, if such Subsidiary is not a Wholly-Owned Subsidiary, to the other
shareholders of such Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Parent or a Subsidiary of dividends or
distributions of greater value than it would receive on a pro rata basis);




(b)  dividends
and distributions declared and paid on the common Stock of the Parent and
payable only in common Stock of the Parent; and




(c)  the
repurchase, redemption or other acquisition or retirement for value of any of
the Stock or Stock Equivalents of the Parent held by any then existing or former
director, officer or employee of the Parent or any of its Subsidiaries or their
respective assigns, estates, heirs or their current or former spouses; provided, however, that (i) such
Restricted Payment is made in the amount of the proceeds of key-man life
insurance received by any Subsidiary of the Parent by reason of the death of any
director, officer or employee and for the purpose of financing the repurchase,
redemption or other acquisition or retirement for value of any of the Stock or
Stock Equivalents of the Parent held by such director, officer or employee or
its assigns, estates, heirs or current or former spouses, (ii) such
Restricted Payment is made only to the extent the Available Employee Basket is
not (and would not be after giving effect to such Restricted Payment) less than
zero or (iii) such Restricted Payment is made using the Net Cash Proceeds
of any Equity Issuance (but only to the extent of that portion of the Net Cash
Proceeds of which have not previously been (and are not simultaneously being)
applied to make Capital Expenditures within the meaning of clause (b) of the
definition of “Unfinanced Capital Expenditures”, to make Investments pursuant to
Section 8.3(m) (Investments)or to make other Restricted Payments pursuant to this Section 8.5(c)(iii) (Restricted
Payments)); or




(d)  any other
Restricted Payment to the extent that at the time of such Restricted Payment the
sum of (i) the amount of such Restricted Payment and (ii) the
aggregate amount of all other Restricted Payments made in reliance upon this
clause (d) and
declared or paid after January 1, 2010 and prior to such time would not
exceed the Restricted Payment Allowance in effect at such time;




provided, however, that no Restricted
Payment described in clause (c) or (d) shall be permitted if
(x) a Default or Event of Default shall have occurred and be continuing at
the date of declaration or payment thereof or would result therefrom or
(y) in the case of clause (d) only, the
Leverage Ratio of the Parent calculated both before giving effect to such
Restricted Payment and after giving effect to such Restricted Payment on a pro
forma basis (recomputed as of the last day of the most recently ended Fiscal
Quarter for which Financial Statements have been delivered pursuant to Section 6.1(b) or (c) (Financial Statements))
is higher than 4.0 to 1.0.




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Section
8.6  Prepayment
and Cancellation of Indebtedness




(a)  Cancellation.  Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, cancel any Indebtedness owed to any of them except (i) in
the ordinary course of business (including loans to any existing or former
director, officer or employee of Parent or any of its Subsidiaries or their
respective assigns, estates, heirs or their current or former spouses) and
(ii) in respect of intercompany Indebtedness owing to the Borrower or any
Guarantor by any Non-Guarantor.




(b)  Prepayment of
Indebtedness.  As long as the Leverage Ratio of the Parent as
of the date thereof shall equal or exceed 4.0 to 1.0 (after giving effect to
such prepayment, redemption, purchase, defeasance or satisfaction), neither the
Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to
the scheduled maturity thereof in any manner, or make any payment in violation
of any subordination terms of, any Indebtedness (including the Senior Notes and
any Subordinated Debt); provided, however, that the Parent and
each Subsidiary of the Parent may (A) prepay the Obligations in accordance
with the terms of this Agreement, (B) make regularly scheduled or otherwise
required repayments or redemptions of Indebtedness, (C) prepay Indebtedness
under the Existing Credit Agreement and the Existing Senior Subordinated Notes
with the proceeds of the initial Borrowings hereunder, (D) prepay any
Indebtedness payable to the Borrower or any of its Subsidiaries by Parent or any
of its Subsidiaries, (E) prepay any Indebtedness secured by a Lien
permitted under this Agreement and (F) prepay, renew, extend, refinance and
refund Indebtedness, as long as such renewal, extension, refinancing or
refunding is permitted under Section 8.1(e)
(Indebtedness).




Section
8.7  Restriction
on Fundamental Changes; Permitted Acquisitions




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, do any of the following:




(a)  except in
connection with a Permitted Acquisition or an Asset Sale otherwise permitted by
Section 8.4 (Sale of
Assets) (other than under Section 8.4(i)(A) (Sale of
Assets)), (i) merge or consolidate with any Person,
(ii) acquire all or substantially all of the Stock or Stock Equivalents of
any Person or (iii) acquire all or substantially all of the assets of any
Person or all or substantially all of the assets constituting the business of a
division, branch or other unit operation of any Person;




(b)  enter
into any joint venture (including any Joint Venture) or partnership with any
Person that is not a Loan Party or a Subsidiary of a Loan Party, in each case
except for Permitted Joint Ventures; or




(c)  except as
part of any Foreign IP Transfer, create any Subsidiary unless, after giving
effect to such creation, such Subsidiary is a Wholly-Owned Subsidiary of the
Parent and the Investment in such Subsidiary is permitted under Section 8.3(h)
(Investments);




provided, however, that:




(x) (1) any
Subsidiary of the Parent (other than the Borrower) may be merged, liquidated or
dissolved into the Borrower or a Guarantor and (2) any Non-Guarantor may be
merged, liquidated or dissolved into any other Non-Guarantor;




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(y) any
Permitted Joint Venture may be liquidated or dissolved to the extent permitted
pursuant to Section 8.4(i)(B)
(Sale of Assets); and




(z) any
Subsidiary of the Parent (other than the Borrower) may be acquired by any Loan
Party or, if such Subsidiary is a Non-Guarantor, by any Non-Guarantor (in each
case, as long as the resulting Asset Sale and Investment are otherwise permitted
hereunder);




provided, further, however,
that (A) in the case of any merger or consolidation to which the Parent or the
Borrower is a party, the Parent or the Borrower (as the case may be) shall
survive such merger or consolidation, (B) subject to the preceding clause (A), in the case of
any merger or consolidation to which any Guarantor is a party, such Guarantor
shall survive such merger or consolidation and (C) subject to the preceding
clauses (A) and (B), other than in an Asset Sale permitted by Section 8.4 (Sale of Assets)
(other than Section
8.4(i)(A)), in the case of any merger or consolidation to which any
Subsidiary of the Parent is a party, such Subsidiary shall survive such merger
or consolidation.




Section
8.8  Change
in Nature of Business




(a)  The
Borrower shall not, nor shall the Parent or the Borrower permit any of their
respective Subsidiaries to, make any material change in the nature or conduct of
its business as carried on at the date hereof, whether in connection with a
Permitted Acquisition or otherwise, except for businesses reasonably related to
the business as carried on at the date hereof, or ancillary or complementary
thereto (or a reasonable extension or expansion thereof), or otherwise part of
the consumer products business.




(b)  The
Parent shall not engage in any business or activity other than (i) holding
shares in the Stock of Subsidiaries, (ii) holding the Indebtedness,
granting the Liens and making the Investments and Restricted Payments such
Person is otherwise permitted to make hereunder, (iii) filing tax reports
and paying taxes and other expenses in the ordinary course, (iv) preparing
reports to Governmental Authorities and to its stockholders, (v) holding
directors and stockholders meetings, preparing corporate records and other
corporate activities required to maintain its separate corporate structure or to
comply with applicable Requirements of Law, (vi) ordinary course activities of a
public company and (vii) activities reasonably related to the
foregoing.




Section
8.9  Transactions
with Joint Ventures and Affiliates




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including any
Investment, Asset Sale, incurrence of Indebtedness or any transaction in respect
thereof, the purchase, sale, transfer, assignment, lease, conveyance or exchange
of any property or the rendering of any service) with any of their Affiliates
(other than Parent, the Borrower or any Subsidiary Guarantor) except for each of
the following:




(a)  Restricted
Payments;




(b)  Investments
in loans and advances to officers and directors permitted pursuant to clause (j) or (k) of Section 8.3
(Investments);




(c)  Indebtedness
of Non-Guarantors, Investments in or by Non-Guarantors and Restricted Payments
by Non-Guarantors to Loan Parties, in each case as otherwise permitted
hereunder;




(d)  [Reserved];




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(e)  expense
reimbursement, indemnities, salaries and other director or employee compensation
(including expense reimbursement and indemnities) to officers or directors of
the Parent or any of its Subsidiaries; and




(f)  transactions
set forth in writing, in the ordinary course of business and on a basis not
materially less favorable to the Parent, the Borrower or, as the case may be,
such Subsidiary of either of them as would be obtained in a comparable arm’s
length transaction with a Person not an Affiliate thereof.




Section
8.10  Limitations
on Restrictions on Subsidiary Distributions; No New Negative Pledge




Except
pursuant to the Loan Documents and the Senior Notes Documents, neither the
Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, (a) agree to enter into or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of such Subsidiary to (i) pay dividends or make any other distribution with
respect to its Stock or Stock Equivalents, (ii) transfer any of its
properties or assets or (iii) make loans or advances to or other
Investments in, or pay any Indebtedness owed to, the Parent or any other
Subsidiary of the Parent or (b) enter into or suffer to exist or become
effective any agreement prohibiting or limiting the ability of the Parent or any
Subsidiary of the Parent to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, to secure the Obligations; provided, however, that the foregoing
shall not apply to (w) customary restrictions contained in any Hedging
Contract constituting a Secured Obligation, (x) restrictions on Restricted
Payments to any Loan Party for the benefit of holders of Indebtedness of
Non-Guarantors (and agents under the resulting facilities) otherwise permitted
hereunder, (y) encumbrances on assets acquired by the Parent, the Borrower
or any Subsidiary of either of them, as long as such encumbrances related to the
assets so acquired and were not created in connection with or in anticipation of
such acquisition and (z) encumbrances contained in any agreement for the
sale or other disposition of any Subsidiary or Permitted Joint Venture of the
Parent in accordance with the terms herewith that restricts distributions by
that Subsidiary or Permitted Joint Venture pending such sale or other
distribution; and provided, further, that the foregoing
clause (a)(ii)
shall not apply to (A) restrictions in the Indebtedness secured by a Lien
permitted hereunder on any asset on the transfer of such asset,
(B) customary provisions entered into in the ordinary course of business
restricting assignment (including, in the case of leases, subletting, and, in
the case of licenses, sublicensing) of any Contractual Obligation,
(C) customary restrictions entered into in the ordinary course of business
in asset sale agreements, sale-leaseback agreements, stock sale agreements and
other similar agreements limiting the transfer of the assets subject thereto
pending the consummation of the sale provided therein, (D) customary
restrictions in agreements relating to Permitted Joint Ventures or
(E) restrictions on cash or other deposit or net worth imposed by customers
or contracts entered into in the ordinary course of business.




Section
8.11  Modification
of Constituent Documents




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, change its capital structure (including in the terms of its
outstanding Stock) or otherwise amend its Constituent Documents, except for
changes and amendments that do not materially and adversely affect the rights
and privileges of the Parent, the Borrower or any of their respective
Subsidiaries and do not materially and adversely affect the interests of the
Administrative Agent, the Syndication Agent, the Lenders and the Issuers under
the Loan Documents or in the Collateral.




Section
8.12  [Reserved.]




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Section
8.13  Modification
of Certain Documents


Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, change or amend the terms of any Senior Notes (or any Senior
Notes Document) or any Subordinated Debt (or any Subordinated Debt Document) if
the effect of such amendment is to (i) increase the cash pay portion of the
interest rate (or decrease the portion thereof that is not required to be paid
in cash) on such Senior Notes or such Subordinated Debt, (ii) change the
dates upon which payments of principal or interest are due on such Senior Notes
or such Subordinated Debt other than to extend such dates, (iii) change any
default of event of default other than to delete or make less restrictive any
default provision therein, or change any covenant with respect to such Senior
Notes or such Subordinated Debt in any manner materially adverse to the Parent,
the Borrower, any of their respective Subsidiaries or any Agent, Lender, Issuer
or other Secured Party, (iv) change the subordination provisions of such
Subordinated Debt, (v) change the redemption or prepayment provisions of
such Senior Notes or such Subordinated Debt other than to extend the dates
thereof or to reduce the premiums payable in connection therewith or
(vi) change or amend any other term if such change or amendment would
materially increase the obligations of the obligor or confer additional material
rights on the holder of such Senior Notes or such Subordinated Debt in a manner
adverse to the Parent, the Borrower, any of their respective Subsidiaries or the
Administrative Agent, the Syndication Agent or any Lender, Issuer or other
Secured Party.




Section
8.14  Accounting
Changes; Fiscal Year




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, change its (a) accounting treatment and reporting
practices or tax reporting treatment, except as required by GAAP or any
Requirement of Law and disclosed to the Lenders and the Administrative Agent or
(b) fiscal year.




Section
8.15  Margin
Regulations




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, use all or any portion of the proceeds of any credit extended
hereunder to purchase or carry margin stock (within the meaning of
Regulation U of the Federal Reserve Board) in contravention of
Regulation U of the Federal Reserve Board.




Section
8.16  Sale
and Leaseback Transactions




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, enter into any sale and leaseback transaction if, after giving
effect to such sale and leaseback transaction, the Dollar Equivalent of the
aggregate Fair Market Value of all properties covered by sale and leaseback
transactions would exceed $10,000,000 at any time outstanding.




Section
8.17  No
Speculative Transactions




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, engage in any speculative transaction or in any transaction
involving Hedging Contracts except for the sole purpose of hedging in the normal
course of business.




Section
8.18  Compliance
with ERISA




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries or any ERISA Affiliate to, cause or permit to occur, (a) an
event that would reasonably be





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 expected
to result in the imposition of a Lien under Section 412 of the Code or
Section 302 or 4068 of ERISA or (b) ERISA Events that would have a
Material Adverse Effect in the aggregate.




Section
8.19  Environmental




Neither
the Parent nor the Borrower shall, nor shall they permit any of their respective
Subsidiaries to, allow a Release of any Contaminant in violation of any
Environmental Law; provided, however, that neither the
Parent nor the Borrower shall be deemed in violation of this Section 8.19 if the Dollar
Equivalent of all Environmental Liabilities and Costs incurred or reasonably
expected to be incurred by the Loan Parties as the consequence of all such
Releases shall not exceed $7,000,000 in the aggregate.




ARTICLE
IX




Events
of Default




Section
9.1  Events
of Default




Each of
the following events shall be an Event of Default:




(a)  the
Borrower shall fail to pay any principal of any Loan made hereunder or any
obligation owing by the Borrower under Section 2.2(c) (Borrowing
Procedures) (after giving effect to any grace period set forth therein)
or any Reimbursement Obligation when the same becomes due and payable;
or




(b)  any Loan
Party shall fail to pay any interest on any Loan, any fee under any of the Loan
Documents or any other Secured Obligation (other than one referred to in clause (a) above) and
such non-payment continues for a period of five Business Days after the due date
therefor; or




(c)  any
representation or warranty made or deemed made by any Loan Party in any Loan
Document or by any Loan Party (or any of its officers) in connection with any
Loan Document shall prove to have been incorrect in any material respect when
made or deemed made; or




(d)  any Loan
Party shall fail to perform or observe (i) any term, covenant or agreement
contained in Article V
(Financial Covenants), Section 6.2 (Default
Notices), 7.1
(Preservation of Corporate Existence, Etc.), 7.6 (Access), 7.9 (Use of Proceeds), 7.11 (Additional Collateral and
Guaranties), 7.13 (Real
Property)or Article
VIII (Negative Covenants), (ii) any term, covenant or agreement
contained in Section 6.1
(Financial Statements) if such failure shall remain unremedied for five
days or (iii) any other term, covenant or agreement contained in this
Agreement or in any other Loan Document if such failure under this clause (iii) shall
remain unremedied for 30 days after the earlier of (A) the date on which a
Responsible Officer of the Borrower becomes aware of such failure and
(B) the date on which written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender; or




(e)  (i) the
Parent, the Borrower or any of their respective Subsidiaries shall fail to make
(after giving effect to any applicable grace period) any payment on any
Indebtedness of the Parent, the Borrower or any such Subsidiary (other than the
Obligations) or any Guaranty Obligation in respect of Indebtedness of any other
Person, and, in each case, such failure relates to Indebtedness having a
principal amount the Dollar Equivalent of which equals or exceeds $5,000,000,
when the same becomes due and payable (whether by scheduled maturity, required





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 prepayment,
acceleration, demand or otherwise), (ii) any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Indebtedness or (iii) any
such Indebtedness shall become or be declared to be due and payable, or be
required to be prepaid or repurchased (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof;
or




(f)  (i) the
Parent, the Borrower or any of their respective Subsidiaries shall generally not
pay its debts as such debts become due, shall admit in writing its inability to
pay its debts generally or shall make a general assignment for the benefit of
creditors, (ii) any proceeding shall be instituted by or against the
Parent, Borrower or any of their respective Subsidiaries seeking to adjudicate
it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts,
under any Requirement of Law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a custodian, receiver, trustee or other similar official
for it or for any substantial part of its property; provided, however, that, in the case of
any such proceedings instituted against the Parent, the Borrower or any of their
respective Subsidiaries (but not instituted by the Parent, the Borrower or any
of their respective Subsidiaries) either such proceedings shall remain
undismissed or unstayed for a period of 45 days or more or any action sought in
such proceedings shall occur or (iii) the Parent, the Borrower or any of
their respective Subsidiaries shall take any corporate action to authorize any
action set forth in clauses (i) and (ii) above; or




(g)  one or
more judgments or orders (or other similar process) involving, in the case of
money judgments, an aggregate amount whose Dollar Equivalent exceeds $5,000,000,
to the extent not covered by insurance, shall be rendered against one or more of
any Loan Party or any Subsidiary thereof and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 30 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; or




(h)  an ERISA
Event shall occur and the Dollar Equivalent of the amount of all liabilities and
deficiencies resulting therefrom, whether or not assessed, exceeds $5,000,000 in
the aggregate; or




(i)  any
provision of any Loan Document after delivery thereof shall for any reason
(other than through a termination executed by the Administrative Agent or
otherwise in accordance with its terms) fail or cease to be valid and binding
on, or enforceable against, any Loan Party party thereto, or any Loan Party
shall so state in writing; or




(j)  any
Collateral Document shall for any reason fail or cease to create valid and
enforceable Liens on any Collateral purported to be covered thereby or, except
as permitted by the Loan Documents, such Liens shall fail or cease to constitute
the Requisite Priority Liens, or any Loan Party shall so state in writing and,
if such invalidity relates solely to Collateral the aggregate value of which has
a Dollar Equivalent not exceeding $1,000,000 and such invalidity or
unenforceability is such as to be amenable to cure without materially adversely
affecting the Administrative Agent and the other Secured Parties under any Loan
Document, such invalidity or unenforceability shall not be cured within 30 days;
or




(k)  there
shall occur any Change of Control; or




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(l)  one or
more of the Parent, the Borrower and their respective Subsidiaries shall have
entered into one or more consent or settlement decrees or agreements or similar
arrangements with a Governmental Authority or one or more judgments, orders,
decrees or similar actions shall have been entered against one or more of the
Parent, the Borrower and their respective Subsidiaries based on or arising from
the violation of or pursuant to any Environmental Law, or the generation,
storage, transportation, treatment, disposal or Release of any Contaminant and,
in connection with all the foregoing, the Parent, the Borrower or any of their
respective Subsidiaries is likely to incur Environmental Liabilities and Costs
whose Dollar Equivalent exceeds $7,000,000 in the aggregate that were not
reflected in the Projections or the Financial Statements delivered pursuant to
Section 4.4 (Financial
Statements) prior to the date hereof.




Section
9.2  Remedies




During
the continuance of any Event of Default, the Administrative Agent (a) at
the request of the Requisite Lenders, shall, by notice to the Borrower declare
that all or any portion of the Commitments be terminated, whereupon the
obligation of each Lender to make any Loan and each Issuer to Issue any Letter
of Credit shall immediately terminate and (b) at the request of the
Requisite Lenders, shall, by notice to the Borrower, declare the Loans, all
interest thereon and all other amounts and Obligations payable under this
Agreement to be forthwith due and payable, whereupon the Loans, all such
interest and all such amounts and Obligations shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower; provided, however, that upon the
occurrence of the Events of Default specified in Section 9.1(f)(ii) (Events of
Default), (x) the Commitments of each Lender to make Loans and the
commitments of each Lender and Issuer to Issue or participate in Letters of
Credit shall each automatically be terminated and (y) the Loans, all such
interest and all such amounts and Obligations shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.  In addition
to the remedies set forth above, the Administrative Agent may exercise any
remedies provided for by the Collateral Documents in accordance with the terms
thereof or any other remedies provided by applicable law.




Section
9.3  Actions
in Respect of Letters of Credit and Swing Loans




(a)  Cash Collateral
Accounts.  At any time (a) upon the Revolving Credit
Termination Date, (b) after the Revolving Credit Termination Date when the
aggregate funds on deposit in Cash Collateral Accounts shall be less than 102%
of the Letter of Credit Obligations or (c) as may be required by Sections 2.3 (Swing Loans),
2.4(a)((ii)(B) (Letters of Credit), 2.9(c) or (d) (Mandatory Prepayments),
the Borrower shall pay to the Administrative Agent in immediately available
funds at the Administrative Agent’s office referred to in Section 11.8 (Notices, Etc.),
for deposit in a Cash Collateral Account, (x) in the case of clauses (a) and (b) above, the amount
required such that, after such payment, the aggregate funds on deposit in the
Cash Collateral Accounts equals or exceeds 102% of the sum of all outstanding
Letter of Credit Obligations and (y) in the case of clause (c) above, the
amount required by Sections
2.3 (Swing Loans), 2.4(a)(ii)(B) (Letters of Credit) or 2.9(c) (Mandatory
Prepayments).  The Administrative Agent may, from time to time
after funds are deposited in any Cash Collateral Account, apply funds then held
in such Cash Collateral Account to the payment of any amounts, in accordance
with Section 2.13(g) (Payments
and Computations), as shall have become or shall become due and payable
by the Borrower to the Issuers or Lenders in respect of the Letter of Credit
Obligations.  The Administrative Agent shall promptly give written
notice of any such application; provided, however, that the failure to
give such written notice shall not invalidate any such application.




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(b)  Grant of Security
Interest.  All cash collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  The
Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to the Administrative Agent, for the benefit of the Administrative Agent, the
Issuers and the Lenders (including the Swing Loan Lender), a security interest
in all such cash, deposit accounts and all balances therein, and all other
property so provided as collateral pursuant hereto, and in all proceeds of the
foregoing.  If at any time the Administrative Agent determines that
cash collateral in a Cash Collateral Account is subject to any right or claim of
any Person other than the Administrative Agent as herein provided, or that the
total amount of such cash collateral is less than that required to eliminate the
applicable Fronting Exposure, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional cash collateral in an amount sufficient to
eliminate the applicable Fronting Exposure.




(c)  Application.Notwithstanding
anything to the contrary contained in this Agreement, cash collateral provided
under any of this Section
9.3 or Sections 2.3
(Swing Loans), 2.4
(Letters of Credit), 2.9 (Mandatory Prepayments) or 9.5 (Application of Proceeds) in
respect of Letters of Credit or Swing Loans shall be held and applied to the
satisfaction of the specific Letter of Credit Obligations, Swing Loans or
obligations to fund participations therein (including, as to cash collateral
deposited in a Cash Collateral Account provided by a Defaulting Lender, interest
accrued on such obligation) for which the Cash Collateral Account or other
credit support was so provided, prior to any other application of such property
as may be provided for herein.




(d)  Release.  Cash
collateral deposited in a Cash Collateral Account pursuant to any of the
Sections referred to in Section 9.3(c) shall be
released (except (i) as may be agreed to among the parties posting and the
Issuers or Swing Loan Lender benefiting from such Cash Collateral Account and
(ii) cash collateral deposited into a Cash Collateral Account provided by or on
behalf of a Loan Party shall not be released during the continuance of a Default
or Event of Default) promptly following the payment, satisfaction or (as to
Letters of Credit) expiration of the obligations giving rise to delivery of such
cash collateral, or, as to cash collateral provided pursuant to Sections 2.3 (Swing Loans) or
2.4 (Letters of
Credit), such earlier date as (A) the status of the applicable Lender as
a Defaulting Lender shall be terminated or (B) the Administrative Agent shall
determine in good faith that there remain outstanding no actual or potential
Defaulting Lender funding obligations as to which a benefited Issuer or Swing
Loan Lender desires to maintain a Cash Collateral Account.




Section
9.4  Rescission




If at any
time after termination of the Commitments or acceleration of the maturity of the
Loans, the Borrower shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement Obligations that shall have
become due otherwise than by acceleration (with interest on principal and, to
the extent permitted by law, on overdue interest, at the rates specified herein)
and all Events of Default and Defaults (other than non-payment of principal of
and accrued interest on the Loans due and payable solely by virtue of
acceleration) shall be remedied or waived pursuant to Section 11.1 (Amendments, Waivers,
Etc.), then upon the written consent of the Requisite Lenders and written
notice to the Borrower, the termination of the Commitments or the acceleration
and their consequences may be rescinded and annulled; provided, however, that such action
shall not affect any subsequent Event of Default or Default or impair any right
or remedy consequent thereon.  The provisions of the preceding
sentence are intended merely to bind the Lenders and the Issuers to a decision
that may be made at the election of the Requisite Lenders, and such provisions
are not intended to benefit the Borrower and do not give the Borrower the right
to require the Lenders to rescind or annul any acceleration hereunder, even if
the conditions set forth herein are met.




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Section
9.5  Application
of Proceeds




Proceeds
of Collateral received by the Administrative Agent shall be applied to the
Secured Obligations as follows:




(i)  first, to pay interest on and
then principal of any portion of any Loan that the Administrative Agent may have
advanced on behalf of any Lender for which the Administrative Agent has not then
been reimbursed by such Lender or the Borrower;




(ii)  second, to pay Secured
Obligations in respect of any expense reimbursements or indemnities then due to
the Administrative Agent in its capacity as such;




(iii)  third, to pay Secured
Obligations in respect of any expense reimbursements or indemnities then due to
the Lenders and the Issuers;




(iv)  fourth, to pay Secured
Obligations in respect of any fees then due to the Administrative Agent, the
Lenders and the Issuers;




(v)  fifth, to pay interest then
due and payable in respect of all Loans and Reimbursement
Obligations;




(vi)  sixth, to pay or prepay
principal payments on all Loans, all Reimbursement Obligations and all Secured
Obligations under Hedging Contracts then due and payable by any Loan Party and
to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in
the manner described in Section 9.3 (Actions in Respect of
Letters of Credit), ratably to the aggregate principal amount of such
Loans, Reimbursement Obligations, obligations under Hedging Contracts, Secured
Cash Management Obligations and Letter of Credit Undrawn Amounts;
and




(vii)  seventh, to the ratable
payment of all other Secured Obligations;




provided, however, that if sufficient
funds are not available to fund all payments to be made in respect of any of the
Secured Obligations set forth in any of clauses first through seventh above, the available
funds being applied with respect to any such Secured Obligation (unless
otherwise specified in such clause) shall be allocated to the payment of such
Secured Obligations ratably, based on the proportion of the Administrative
Agent’s, each Lender’s or Issuer’s interest in the aggregate outstanding Secured
Obligations described in such clauses; provided, further, that payments that
would otherwise be allocated to the Revolving Credit Lenders shall be allocated
first to repay Swing Loans until such Loans are paid in full and then to repay
Revolving Loans.




ARTICLE
X




The
Agents




Section
10.1  Appointment
and Authority




(a)  Each of
the Lenders and the Issuers hereby irrevocably appoints Bank of America to act
on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental hereto or thereto.  The provisions of this
Article are solely for the benefit





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 of the
Administrative Agent, the Lenders and the Issuers, and the Borrower shall not
have rights as a third party beneficiary of any of such
provisions.




(b)  The
Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders (including with respect to any Secured Cash
Management Obligations or Secured Hedging Contract Obligations to which it or
any of its Affiliates is a party) and the Issuers hereby irrevocably appoints
and authorizes the Administrative Agent to act as the agent of such Lender (or
such Affiliate of such Lender) and such Issuer for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the Loan
Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection,
the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 (Delegation of Duties) for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article X and Article XI (Miscellaneous) (including
Section 11.4(e)
(Indemnities, Reimbursements, Damage Waiver), as though such co-agents,
sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto.




Section
10.2  Rights
as a Lender




The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.




Section
10.3  Exculpatory
Provisions




The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:




(a)  shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




(b)  shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Requisite Lenders (or such other number
or percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable
law;




(c)  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relat-





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 ing to
the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any
capacity;




(d)  shall not
be liable for any action taken or not taken by it (i) with the consent or at the
request of the Requisite Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith shall be necessary, under the circumstances as provided in Sections 11.1 (Amendments, Waivers,
Etc.) and 9.2
(Remedies)) or (ii) in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower, a Lender or an Issuer;
and




(e)  shall not
be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article
III (Conditions to
Loans and Letters of Credit) or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.




Section
10.4  Reliance
by Administrative Agent




The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or an Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or such Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or such Issuer prior to the making of such Loan
or the issuance of such Letter of Credit.  The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.




Section
10.5  Delegation
of Duties




The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors.  The exculpatory provisions of this Article X shall apply to any
such sub-agent and to the Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.




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Section
10.6  Resignation
of Administrative Agent




The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the Issuers and the Borrower.  Upon receipt of any such
notice of resignation, the Requisite Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Requisite Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the Issuers,
appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if
the Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the Issuers under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (b) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and each Issuer directly, until such
time as the Requisite Lenders appoint a successor Administrative Agent as
provided for above in this Section 10.6.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent,
and the retiring Administrative Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section 10.6).  The
fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article X and
Sections 11.3 (Costs and
Expenses) and 11.4
(Amendments, Waivers, Etc.) shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective
Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors in respect of any actions taken or omitted to be taken by any of
them while the retiring Administrative Agent was acting as Administrative
Agent.




Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as an Issuer and Swing Loan
Lender.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuer and Swing Loan Lender, (ii) the retiring Issuer and Swing Loan Lender
shall be discharged from all of their respective duties and obligations
hereunder and under the other Loan Documents other than obligations and duties
with respect to outstanding Letters of Credit in accordance with the terms of
such Letters of Credit, and (iii) the successor Issuer shall issue letters of
credit in substitution for the Letters of Credit if any, outstanding at the time
of such succession or make other arrangements satisfactory to the retiring
Issuer to effectively assume the obligations of the retiring Issuer with respect
to such Letters of Credit.  If Bank of America resigns as Issuer, it
shall retain all the rights, powers, privileges and duties and obligations of an
Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as Issuer and all Letter of Credit Obligations
with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund risk participations in Letter of Credit Obligations pursuant
to Section 2.4(d) (Letters of
Credit)).  If Bank of America resigns as Swing Loan Lender, it
shall retain all the rights of the Swing Loan Lender provided for hereunder with
respect to Swing Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make





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 Base Rate
Loans or fund risk participations in outstanding Swing Loans pursuant to Section 2.3(e) (Swing
Loans).




Section
10.7  Non-Reliance
on Administrative Agent and Other Lenders




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




Section
10.8  [Reserved]




Section
10.9  Administrative
Agent May File Proofs of Claim




In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or Letter of Credit
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise




(a)  to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, Letter of Credit Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the Issuers
and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuers
and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders, the Issuers and the Administrative Agent under
Sections 2.12
(Fees), 11.3 (Costs and
Expenses) and 11.4
(Indemnities, Reimbursement, Damage Waiver)); and




(b)  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;




and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and each Issuer to make such payments to the Administrative Agent and if
the Administrative Agent shall consent to the making of such payments directly
to the Lenders and the Issuers, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.12 (Fees), 11.3 (Costs and Expenses) and
11.4 (Indemnities,
Reimbursement, Damage Waiver).




Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or any Issuer
any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or any Issuer to authorize the
Administrative Agent to vote in respect of the claim of any Lender or any Issuer
or in any such proceeding.




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Section
10.10  Collateral
and Guaranty Matters




Each of
the Lenders (for itself and its Affiliates, including in their respective
capacities under Secured Cash Management Obligations and Secured Hedging
Contract Obligations) and each of the Issuers irrevocably authorizes the
Administrative Agent, at its option and in its discretion:




(a)  to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Commitments and payment in
full of all Secured Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management
Obligations and Secured Hedging Contract Obligations as to which arrangements
reasonably satisfactory to the applicable Secured Party shall have been made)
and the expiration or termination of all Letters of Credit (other than Letters
of Credit as to which cash collateral, or other arrangements, reasonably
satisfactory to the Administrative Agent and the Issuers shall have been made),
(ii) that is sold or to be sold (except for any sale to a Loan Party) as part of
or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) if approved, authorized or ratified in writing in accordance
with Section 11.1 (Amendments,
Waivers, Etc.);




(b)  to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder;
and




(c)  to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 8.2(d)
(Liens, Etc.).




Upon
request by the Administrative Agent at any time, the Requisite Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section 10.10.  In
each case as specified in this Section 10.10, the
Administrative Agent will, at the Borrower’s expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the assignment and
security interest granted under the Collateral Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section
10.10.




Section
10.11  Secured
Cash Management Obligations and Secured Hedging Contract
Obligations




Except as
otherwise expressly set forth herein or in any Guaranty or any Collateral
Document, no Secured Party that is an obligee under any Secured Cash Management
Obligations or Secured Hedging Contract Obligations that obtains the benefits of
Section 9.5 (Application
of Proceeds), any Guaranty or any Collateral by virtue of the provisions
hereof or of any Guaranty or any Collateral Document shall have any right to
notice of any action or to consent to, direct or object to any action hereunder
or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in
the Loan Documents.  Notwithstanding any other provision of this Article X to the
contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to,
Obligations arising under Secured Cash Management Obligations and Secured
Hedging Contract Obligations unless the Administrative Agent has received
written notice of such Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Secured Party, as
the case may be.




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Section
10.12  Other
Agents, Arrangers and Managers




None of
the Lenders or other Persons identified on the facing page of this Agreement as
a “syndication agent,” “joint lead arranger” or “joint book-running manager”
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as
such.  Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender.  Each Lender acknowledges that it has not relied, and
will not rely, on any of the Lenders or other Persons so identified in deciding
to enter into this Agreement or in taking or not taking action
hereunder.




Section
10.13  Withholding
Tax Indemnity




To the
extent required by any applicable law, the Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any applicable
withholding tax.  If the Internal Revenue Service or any other
authority of the United States or other jurisdiction asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender for any reason (including, without limitation, because
the appropriate form was not delivered or not properly executed, or because such
Lender failed to notify the Administrative Agent of a change in circumstance
that rendered the exemption from, or reduction of withholding tax ineffective),
such Lender shall indemnify and hold harmless the Administrative Agent (to the
extent that the Administrative Agent has not already been reimbursed by the
Borrower pursuant to Section
2.14(c) (Special Provisions Governing Eurodollar Rate Loans) and Section 2.16 (Taxes) and
without limiting or expanding the obligation of the Borrower to do so) for all
amounts paid, directly or indirectly, by the Administrative Agent as Taxes or
otherwise, together with all expenses incurred, including legal expenses and any
other out-of-pocket expenses, whether or not such tax was correctly or legally
imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest
error.  The agreements in this Section 10.13 shall survive
the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender, the termination of the Agreement
and the repayment, satisfaction or discharge of all other
Obligations.  For purposes of this Section 10.13, the term
“Lender” shall include any Issuer.




ARTICLE
XI




Miscellaneous




Section
11.1  Amendments,
Waivers, Etc.




(a)  No
amendment or waiver of any provision of this Agreement or any other Loan
Document nor consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be in writing and (x) in the case
of any such waiver or consent, signed by the Requisite Lenders (or by the
Administrative Agent with the consent of the Requisite Lenders), (y) in the
case of any amendment necessary to implement the terms of a Facilities Increase
in accordance with the terms hereof, by the Borrower and the Administrative
Agent, and (z) in the case of any other amendment, by the Requisite Lenders
(or by the Administrative Agent with the consent of the Requisite Lenders) and
the Borrower, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by each Lender directly
affected thereby, in addition to the Requisite Lenders (or the Administrative
Agent with the consent thereof), do any of the following:




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(i)  increase
the Commitment of such Lender or subject such Lender to any additional
obligation;




(ii)  extend
the scheduled final maturity of any Loan owing to such Lender, or waive or
postpone any scheduled date fixed for the payment of principal or interest
(other than with respect to the increase in such rate of interest triggered by
any Default or Event of Default) of any such Loan or any fee owing to such
Lender (it being understood that Section 2.9 (Mandatory
Prepayments) does not provide for scheduled dates fixed for payment) or
for the reduction or termination of such Lender’s Commitment);




(iii)  reduce,
or release the Borrower from its obligations to repay, the principal amount of
any Loan or Reimbursement Obligation owing to such Lender (other than by the
payment or prepayment thereof);




(iv)  reduce
the rate of interest on any Loan or Reimbursement Obligation outstanding and
owing to such Lender or any fee payable hereunder to such Lender, or waive any
such payment;




(v)  [Reserved];




(vi)  change
the percentage of Lenders required for any or all Lenders to take any action
hereunder or change the definition of “Requisite Lender,” in each case other
than to effect a Facilities Increase;




(vii)  release
all or substantially all of the Collateral or release the Borrower from its
payment obligation to such Lender under this Agreement or the Notes owing to
such Lender (if any) or release any Guarantor from its obligations under the
Guaranty except in connection with the sale or other disposition of a Subsidiary
Guarantor (or all or substantially all of the assets thereof) or the dissolution
or liquidation of a Subsidiary Guarantor permitted by this Agreement (or
permitted pursuant to a waiver or consent of a transaction otherwise prohibited
by this Agreement); or




(viii)  amend
this Section 11.1orSection 9.5
(Application of Proceeds)or, following an exercise of remedies pursuant
to Section 9.2
(Remedies), the definition of “Ratable Portion” or Section 2.13(f) (Payments and
Computations) or Section 11.7 (Sharing of Payments,
Etc.) without the written consent of each Lender directly affected
thereby;




and provided, further, that:




(1) (i) any
change to the definition of the term “Requisite Term Loan Lenders” shall require
the consent of the Requisite Term Loan Lenders and (ii) any change to the
definition of “Requisite Revolving Credit Lenders” shall require the consent of
the Requisite Revolving Credit Lenders, in each case other than to effect a
Facilities Increase;




(2) (i) any
modification of the application of payments to the Term Loans pursuant to Section 2.9 (Mandatory
Prepayments) shall require the consent of the Requisite Term Loan Lenders
and (ii) any modification of the application of payments to the Revolving
Loans pursuant to Section 2.9
(Mandatory Prepayments) or the reduction of the Revolving Credit
Commitments pursuant to Section 2.5(b) (Termination of the
Commitments) shall require the consent of the Requisite Revolving Credit
Lenders;




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(3) no
amendment, waiver or consent shall, unless in writing and signed by any Special
Purpose Vehicle that has been granted an option pursuant to Section 11.2(e) (Assignments and
Participations), affect the grant or nature of such option or the right
or duties of such Special Purpose Vehicle hereunder;




(4)  no
amendment, waiver or consent shall affect the rights or duties of any Agent or
Issuer under this Agreement or the other Loan Documents unless in writing and
signed by such Agent or Issuer in addition to the Lenders required above to take
such action;




(5) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Loan Lender in addition to the Lenders required above to take such action,
affect the rights or duties of the Swing Loan Lender under this Agreement or the
other Loan Documents;




(6) notwithstanding
any of the foregoing, the Administrative Agent may, solely with the consent of
the Borrower, amend, modify or supplement this Agreement to cure any
typographical error, defect or inconsistency, as long as such amendment,
modification or supplement does not adversely affect the rights of any Lender or
any Issuer in any material respect;




(7) no
amendment, waiver or consent shall impose any greater restriction on the ability
of any Lender under a Facility to assign any of its rights or obligations
hereunder without the written consent of (i) if such Facility is the Term Loan
Facility, the Requisite Term Loan Lenders and (iii) if such Facility is the
Revolving Credit Facility, the Requisite Revolving Credit Lenders;




(8) any
amendment or waiver of any Fee Letter shall require the consent of the parties
thereto and no other Person; and




(9) no
amendment, waiver or consent shall amend or waive any of the conditions
precedent set forth in Section
3.2 (Conditions
Precedent to Each Loan and Letter of Credit) (including by amending or
waiving any representation or warranty set forth in Article IV (Representations and
Warranties)or any existing Default or Event of Default that has the
effect of waiving any condition precedent set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit)) without the written consent of the
Requisite Revolving Credit Lenders and the Requisite Lenders (it being
understood that an amendment of any covenant under which no Default or Event of
Default then exists shall not require the separate written consent of the
Requisite Revolving Credit Lenders).




Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of all Lenders
other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender
and (y) any waiver, amendment or the modification requiring the consent of all
Lenders or each affected Lender that by its terms affects any Defaulting Lender
more adversely than other affected Lenders (other than by virtue of the events
and/or circumstances giving rise to such Defaulting Lender being or becoming a
Defaulting Lender) shall require the consent of such Defaulting
Lender.




(b)  The
Administrative Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of such Lender.  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on the Borrower in any case
shall entitle the Borrower to any other or further notice or demand in similar
or other circumstances.




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(c)  If, in
connection with any proposed amendment, modification, waiver or termination
requiring the consent of any Revolving Credit Lender or Term Loan Lender in
addition to the consent of the Requisite Lenders, the consent of the Requisite
Lenders is obtained but the consent of such Revolving Credit Lender or Term Loan
Lender whose consent is required is not obtained (any such Lender whose consent
is not obtained as described in this Section 11.1 being referred
to as a “Non-Consenting
Lender”), then, as long as the Lender acting as the Administrative Agent
is not a Non-Consenting Lender, at the Borrower’s request, an Eligible Assignee
acceptable to the Administrative Agent shall have the right with the
Administrative Agent’s consent and in the Administrative Agent’s sole discretion
(but shall have no obligation) to purchase from such Non-Consenting Lender, and
such Non-Consenting Lender agrees that it shall, upon the Borrower’s request,
sell and assign to the Lender acting as the Administrative Agent or such
Eligible Assignee, all of the Revolving Credit Commitments and Revolving Credit
Outstandings of such Non-Consenting Lender if such Non-Consenting Lender is a
Revolving Credit Lender and all of the Term Loans of such Non-Consenting Lender
if such Non-Consenting Lender is a Term Loan Lender, in each case for an amount
equal to the principal balance of all such Revolving Loans or Term Loans, as
applicable, held by the Non-Consenting Lender and all accrued and unpaid
interest and fees and other amounts with respect thereto through the date of
sale; provided, however, that such purchase
and sale shall be recorded in the Register maintained by the Administrative
Agent and not be effective until (x) the Administrative Agent shall have
received from such Eligible Assignee an agreement in form and substance
satisfactory to the Administrative Agent and the Borrower whereby such Eligible
Assignee shall agree to be bound by the terms hereof and (y) such
Non-Consenting Lender shall have received payments of all Revolving Loans or
Term Loans, as applicable, held by it and all accrued and unpaid interest and
fees and other amounts with respect thereto through the date of the
sale.  Each Lender agrees that, if it becomes a Non-Consenting Lender,
it shall execute and deliver to the Administrative Agent an Assignment and
Acceptance to evidence such sale and purchase and shall deliver to the
Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by
Notes) subject to such Assignment and Acceptance; provided, however, that the failure of
any Non-Consenting Lender to execute an Assignment and Acceptance shall not
render such sale and purchase (and the corresponding assignment) invalid and
such assignment shall be recorded in the Register.  An Eligible
Assignee that becomes a Lender pursuant to this clause (c) shall pay any
applicable recordation or processing fees set forth in Section 11.2(b) (Assignments and
Participations).




(d)  Notwithstanding
anything in this Section
11.1 or the definition of “Requisite Lenders” or “Requisite Term Loan
Lenders” to the contrary, for purposes of determining whether the Requisite
Lenders or the Requisite Term Loan Lenders have (i) consented (or not consented)
to any amendment, modification, waiver, consent or other action with respect to
any of the terms of any Loan Document or any departure by any Loan Party
therefrom, (ii) otherwise acted on any matter related to any Loan Document, or
(iii) directed or required the Administrative Agent or any Lender to undertake
any action (or refrain from taking any action) with respect to or under any Loan
Document, all Term Loans held by any Affiliated Lender shall be deemed to be not
outstanding for all purposes of calculating whether the Requisite Lenders or
Requisite Term Loan Lenders have taken any actions.




Additionally,
the Loan Parties and each Affiliated Lender hereby agree that if a case under
Title 11 of the Bankruptcy Code of the United States is commenced against any
Loan Party, such Loan Party shall seek (and each Affiliated Lender shall
consent) to provide that the vote of any Affiliated Lender (solely in its
capacity as a Lender) with respect to any plan of reorganization of such Loan
Party shall not be counted except that such Affiliated Lender’s vote (in its
capacity as a Lender) may be counted to the extent any such plan of
reorganization proposes to treat the Obligations held by such Affiliated Lender
in a manner that is less favorable in any material respect to such Affiliated
Lender than the proposed treatment of similar Obligations held by Lenders that
are not Affiliates of the Borrower.  Each Affiliated Lender hereby
irrevocably appoints the Administrative Agent (such appointment being coupled





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 with an
interest) as such Affiliated Lender’s attorney-in-fact, with full authority in
the place and stead of such Affiliated Lender and in the name of such Affiliated
Lender, from time to time in the Administrative Agent’s discretion to take any
action and to execute any instrument that the Administrative Agent may deem
reasonably necessary to carry out the provisions of this
paragraph.




Section
11.2  Assignments
and Participations




(a)  Each
Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees
all or a portion of its rights and obligations hereunder (including all of its
rights and obligations with respect to the Term Loans, the Revolving Loans, the
Swing Loans and the Letters of Credit); provided, however, that:




(i)  (A) if
any such assignment shall be of the assigning Lender’s Revolving Credit
Outstandings and Revolving Credit Commitments, such assignment shall cover the
same percentage of such Lender’s Revolving Credit Outstandings and Revolving
Credit Commitment and (B) if any such assignment shall be of the assigning
Lender’s Term Loans and Term Loan Commitments, such assignment shall cover the
same percentage of such Lender’s Term Loans and Term Loan
Commitments;




(ii)  each such
assignment shall be, as determined as of the date of the Assignment and
Acceptance with respect to such assignment, (A) an assignment of the
assignor’s entire interest in any Facility, (B) an assignment to a Lender
or an Affiliate or Approved Fund of such Lender or (C)(1) an assignment of
Term Loans and Term Loan Commitments in an amount that is an integral multiple
of $1,000,000, (2) any assignment of any Revolving Credit Outstandings and
Revolving Credit Commitments in an amount that is an integral multiple of
$1,000,000 or (3) an assignment of any other amount made with the consent
of the Borrower and the Administrative Agent; and




(iii)  if such
Eligible Assignee is not, prior to the date of such assignment, a Lender or an
Affiliate or Approved Fund of a Lender, such assignment shall be subject to the
prior consent of the Administrative Agent and the Borrower (which consents shall
not be unreasonably withheld or delayed);




and provided, further, that,
notwithstanding any other provision of this Section 11.2, (x) the
consent of the Borrower shall not be required for any assignment occurring when
any Event of Default shall have occurred and be continuing and (y)  the
consent of the Borrower shall not be required for any assignment by any
Affiliate or Approved Fund of the Administrative Agent or the Syndication Agent
of the Commitments held on the Closing Date by any such Affiliate or Approved
Fund if such assignment is made within the first 60 days as part of the
syndication of the Term Loan Facility; and provided, further, that the consent of
each Issuer (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit (whether or not then
outstanding) and the consent of the Swing Loan Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in
respect of the Revolving Credit Facility.  Any such assignment need
not be ratable as between the Term Loan Facility and the Revolving Credit
Facility.  Notwithstanding the foregoing or anything to the contrary
set forth herein, any assignment of any Loans or Commitments to an Affiliated
Lender shall also be subject to the requirements set forth in clause (k)
below.




(b)  The
parties to each such assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Note (if the assigning Lender’s Loans are
evidenced by a Note) subject to such assignment.  Upon the





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 execution,
delivery, acceptance and recording in the Register of any Assignment and
Acceptance, the receipt by the Administrative Agent from the assignee of a
processing and recordation fee in the amount of $3,500 (which fee may be waived
in the sole discretion of the Administrative Agent) from and after the effective
date specified in such Assignment and Acceptance and the receipt, to the extent
required, of the consent from the Borrower and the Administrative Agent,
(i) the assignee thereunder shall become a party hereto and, to the extent
that rights and obligations under the Loan Documents have been assigned to such
assignee pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender, and if such Lender were an Issuer, of such Issuer
hereunder and thereunder, (ii) the Notes (if any) corresponding to the
Loans assigned thereby shall be transferred to such assignee by notation in the
Register and (iii) the assignor thereunder shall, to the extent that rights
and obligations under this Agreement have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (except for those surviving the
payment in full of the Obligations) and be released from its obligations under
the Loan Documents, other than those relating to events or circumstances
occurring prior to such assignment (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s rights
and obligations under the Loan Documents, such Lender shall cease to be a party
hereto, but shall continue to be entitled to the benefits of Section 2.14(c)and(d) (Special Provisions Governing
Eurodollar Rate Loans),Section 2.15 (Capital Adequacy),Section 2.16 (Taxes), Section 11.3 (Costs and Expenses)and Section 11.4
(Indemnities, Reimbursement, Damage Waiver) with respect to facts and
circumstances occurring prior to the effective date of such
assignment).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with clause (f)below.




(c)  The
Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.)
a copy of each Assignment and Acceptance delivered to and accepted by it and
shall record in the Register the names and addresses of the Lenders and Issuers
and the principal amount (and related interest amounts) of the Loans and
Reimbursement Obligations owing to each Lender from time to time and the
Commitments of each Lender.  Any assignment pursuant to this Section 11.2 shall not be
effective until such assignment is recorded in the Register.  In
addition, the Administrative Agent shall maintain on the Register information
regarding the designation, and revocation of designation, of any Lender as a
Defaulting Lender.




(d)  Upon its
receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee, the Administrative Agent shall, if such Assignment and Acceptance has
been completed, (i) accept such Assignment and Acceptance, (ii) record
or cause to be recorded the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower.  Within 5
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall, if requested by such assignee, execute and deliver to the
Administrative Agent new Notes to the order of such assignee in an amount equal
to the Commitments and Loans assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has surrendered any Note for exchange in
connection with the assignment and has retained Commitments or Loans hereunder,
new Notes to the order of the assigning Lender in an amount equal to the
Commitments and Loans retained by it hereunder.  Such new Notes shall
be dated the same date as the surrendered Notes and be in substantially the form
of Exhibit B-1 (Form of
Revolving Credit Note) or Exhibit B-2 (Form of Term
Note), as applicable.




(e)  In
addition to the other assignment rights provided in this Section 11.2, each Lender may
do each of the following:




(i)  grant to
a Special Purpose Vehicle the option to make all or any part of any Loan that
such Lender would otherwise be required to make hereunder and the exercise of
such option





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 by any
such Special Purpose Vehicle and the making of Loans pursuant thereto shall
satisfy (once and to the extent that such Loans are made) the obligation of such
Lender to make such Loans thereunder, provided, however, that
(x) nothing herein shall constitute a commitment or an offer to commit by
such a Special Purpose Vehicle to make Loans hereunder and no such Special
Purpose Vehicle shall be liable for any indemnity or other Obligation (other
than the making of Loans for which such Special Purpose Vehicle shall have
exercised an option, and then only in accordance with the relevant option
agreement) and (y) such Lender’s obligations under the Loan Documents shall
remain unchanged, such Lender shall remain responsible to the other parties for
the performance of its obligations under the terms of this Agreement, shall
retain all voting rights and shall remain the holder of the Obligations for all
purposes hereunder; and




(ii)  assign,
as collateral or otherwise, any of its rights under this Agreement, whether now
owned or hereafter acquired (including rights to payments of principal or
interest on the Loans), to (A) without notice to or consent of the
Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to
Regulation A of the Federal Reserve Board) and (B) without consent of
the Administrative Agent or the Borrower, (1) any holder of, or trustee for
the benefit of, the holders of such Lender’s Securities and (2) any Special
Purpose Vehicle to which such Lender has granted an option pursuant to clause (i)
above;




provided, however, that no such
assignment or grant shall release such Lender from any of its obligations
hereunder except as expressly provided in clause (i) above and
except, in the case of a subsequent foreclosure pursuant to an assignment as
collateral, if such foreclosure is made in compliance with the other provisions
of this Section 11.2
other than this clause (e) or clause (f)
below.  Each party hereto acknowledges and agrees that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior debt of any such Special Purpose Vehicle, such
party shall not institute against, or join any other Person in instituting
against, any Special Purpose Vehicle that has been granted an option pursuant to
this clause (e)
any bankruptcy, reorganization, insolvency or liquidation proceeding (such
agreement shall survive the payment in full of the Obligations).  The
terms of the designation of, or assignment to, such Special Purpose Vehicle
shall not restrict such Lender’s ability to, or grant such Special Purpose
Vehicle the right to, consent to any amendment or waiver to this Agreement or
any other Loan Document or to the departure by the Borrower or the Parent from
any provision of this Agreement or any other Loan Document without the consent
of such Special Purpose Vehicle except, as long as the Administrative Agent,
Issuers, Lenders and other Secured Parties shall continue to, and shall be
entitled to continue to, deal solely and directly with such Lender in connection
with such Lender’s obligations under this Agreement, to the extent any such
consent would reduce the principal amount of, or the rate of interest on, any
Obligations, amend this clause (e) or postpone
any scheduled date of payment of such principal or interest.  Each
Special Purpose Vehicle shall be entitled to the benefits of Section 2.14(c)and(d) (Special Provisions Governing
Eurodollar Rate Loans), Section 2.15 (Capital
Adequacy) and Section 2.16 (Taxes) as if it were
such Lender (subject to the requirements and limitations of such Sections,
including the requirement to provide the forms and certifications pursuant to
Section 2.16(f)) (Taxes); provided, however, that anything herein
to the contrary notwithstanding, the Borrower shall not, at any time, be
obligated to make under Section 2.14(c)or(d) (Special Provisions Governing
Eurodollar Rate Loans), Section 2.15 (Capital
Adequacy) or Section 2.16 (Taxes) to any such
Special Purpose Vehicle or any such Lender any payment in excess of the amount
the Borrower would have been obligated to pay to such Lender in respect of such
interest if such Special Purpose Vehicle had not been assigned the rights of
such Lender hereunder, unless the assignment to such Special Purpose Vehicle is
made with the Borrower’s prior written consent (not to be unreasonably withheld
or delayed); and provided, further, that such Special
Purpose Vehicle shall have no direct right to enforce any of the terms of this
Agreement against the Borrower, the Parent, the Administrative Agent, the
Issuers, the other Lenders or the other Secured Parties.




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(f)  Each
Lender may sell participations to one or more Persons (other than a natural
person or a Defaulting Lender) in or to all or a portion of its rights and
obligations under the Loan Documents (including all its rights and obligations
with respect to the Term Loans, Revolving Loans and Letters of
Credit).  The terms of such participation shall not, in any event,
require the participant’s consent to any amendments, waivers or other
modifications of any provision of any Loan Documents, the consent to any
departure by any Loan Party therefrom, or to the exercising or refraining from
exercising any powers or rights such Lender may have under or in respect of the
Loan Documents (including the right to enforce the obligations of the Loan
Parties), except if any such amendment, waiver or other modification or consent
would (i) reduce the amount, or postpone any date fixed for, any amount
(whether of principal, interest or fees) payable to such participant under the
Loan Documents, to which such participant would otherwise be entitled under such
participation or (ii) result in the release of all or substantially all of
the Collateral.  In the event of the sale of any participation by any
Lender, (w) such Lender’s obligations under the Loan Documents shall remain
unchanged, (x) such Lender shall remain solely responsible to the other
parties for the performance of such obligations, (y) such Lender shall
remain the holder of such Obligations for all purposes of this Agreement and
(z) the Borrower, the Parent, the Administrative Agent, the Issuers, the
other Lenders and the other Secured Parties shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Each participant shall be entitled
to the benefits of Section
2.14(c)and(d)
(Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital
Adequacy) and Section 2.16 (Taxes) as if it were a
Lender (subject to the requirements and limitations of such Sections, including
the requirement to provide the forms and certifications pursuant to Section 2.16(f)) (Taxes); provided, however, that anything herein
to the contrary notwithstanding, the Borrower shall not, at any time, be
obligated to make under Section 2.14(c)or(d) (Special Provisions Governing
Eurodollar Rate Loans), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) to the
participants in the rights and obligations of any Lender (together with such
Lender) any payment in excess of the amount the Borrower would have been
obligated to pay to such Lender in respect of such interest had such
participation not been sold, unless the sale of the participation to such
participant is made with the Borrower’s prior written consent (not to be
unreasonably withheld or delayed), and provided, further, that such
participant in the rights and obligations of such Lender shall have no direct
right to enforce any of the terms of this Agreement against the Borrower, the
Parent, the Administrative Agent, the Issuers, the other Lenders or the other
Secured Parties.  The Loan Parties and each Affiliated Lender (solely
by its ownership of a participation in any Lender’s rights and/or obligations
under this Agreement) hereby agree that if a case under Title 11 of the
Bankruptcy Code of the United States is commenced against any Loan Party, to the
extent that any Affiliated Lender would have the right to direct any participant
with respect to any vote with respect to any plan of reorganization with respect
to any Loan Party (or to directly vote on such plan of reorganization) as a
result of any participation taken by such Affiliated Lender pursuant to this
clause (f), such Loan
Party shall seek (and each Affiliated Lender shall consent) to provide that the
vote of any Affiliated Lender (solely in its capacity as a participant) with
respect to any plan of reorganization of such Loan Party shall not be counted
except that such Affiliated Lender’s vote (in its capacity as a participant) may
be counted to the extent any such plan of reorganization proposes to treat the
participation in any Obligations held by such Affiliated Lender in a manner that
is less favorable in any material respect to such Affiliated Lender than the
proposed treatment of similar Obligations held by Lenders or participants that
are not Affiliates of the Borrower.  Each Affiliated Lender hereby
irrevocably appoints the Administrative Agent (such appointment being coupled
with an interest) as such Affiliated Lender’s attorney-in-fact, with full
authority in the place and stead of such Affiliated Lender and in the name of
such Affiliated Lender, from time to time in the Administrative Agent’s
discretion to take any action and to execute any instrument that the
Administrative Agent may deem reasonably necessary to carry out the provisions
of this paragraph.




(g)  Any
Issuer may at any time assign its rights and obligations hereunder to any other
Lender by an instrument in form and substance satisfactory to the Borrower, the
Administrative





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 Agent,
such Issuer and such Lender, subject to the provisions of Section 2.7(b) (Evidence of
Debt) relating to notations of transfer in the Register.  If
any Issuer ceases to be a Lender hereunder by virtue of any assignment made
pursuant to this Section
11.2, then, as of the effective date of such cessation, such Issuer’s
obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of
Credit) shall terminate and such Issuer shall be an Issuer hereunder only
with respect to outstanding Letters of Credit issued prior to such
date.




(h)  Each
Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrower, maintain a register on which it enters the
name and address of each participant and the principal amounts (and related
interest amounts) of each participant’s interest in the Loans and Reimbursement
Obligations or other obligations under this Agreement (the “Participant
Register”).  The entries in the Participant Register shall be
conclusive, absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the
contrary.




(i)  In
connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be effective unless and until, in
addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may
be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the
consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to
each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such
Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro
rata share of all Loans and participations in Letters of Credit and Swing Loans
in accordance with its Ratable Portion. Notwithstanding the foregoing, in the
event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with
the provisions of this paragraph, then the assignee of such interest shall be
deemed to be a Defaulting Lender for all purposes of this Agreement until such
compliance occurs.




(j)  Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to
Section 11.2(a) (Assignments
and Participations), Bank of America may (i) upon 30 days’ notice to the
Borrower and the Lenders, resign as an Issuer and/or (ii) upon 30 days’ notice
to the Borrower, resign as Swing Loan Lender.  In the event of any
such resignation as Issuer or Swing Loan Lender, the Borrower shall be entitled
to appoint from among the Lenders a successor Issuer or Swing Loan Lender
hereunder; provided,
however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as Issuer or Swing Loan Lender, as the case may
be.  If Bank of America resigns as Issuer, it shall retain all the
rights, powers, privileges and duties and obligations of an Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of
its resignation as Issuer and all Letter of Credit Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Letter of Credit Obligations pursuant to Section 2.4(d) (Letters of
Credit)).  If Bank of America resigns as Swing Loan Lender, it
shall retain all the rights of the Swing Loan Lender provided for hereunder with
respect to Swing Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate
Loans or fund risk participations in outstanding Swing Loans pursuant to Section 2.3(e) (Swing
Loans).  Upon the appointment of a successor Issuer and/or
Swing Loan Lender, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and obligations and duties of the retiring
Issuer or Swing Loan Lender, as the case may be, and (b) the successor Issuer
shall issue letters of credit in substi-





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 tution
for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to Bank of America to effectively assume
the obligations of Bank of America with respect to such Letters of
Credit.




(k)  (i)
Notwithstanding anything else to the contrary contained in this Agreement, any
Lender may assign all or a portion of its Term Loans to any Affiliated Lender in
accordance with clause
(a) above; providedthat:




(A)  no
Default or Event of Default has occurred or is continuing or would result
therefrom;




(B)  the
assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans shall
execute and deliver to the Administrative Agent an assignment agreement
substantially in the form of Exhibit O hereto (an
“Affiliated Lender Assignment
and Acceptance”) in lieu of an Assignment and Acceptance;




(C)  for the
avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit
Commitments or Revolving Loans to any Affiliated Lender; and




(D)  no Term
Loan may be assigned to an Affiliated Lender pursuant to this clause (k), if after giving
effect to such assignment, Affiliated Lenders in the aggregate would own in
excess of 10% of all Term Loans then outstanding.




(ii)  Notwithstanding
anything to the contrary in this Agreement, no Affiliated Lender shall have any
right to (i) attend (including by telephone) any meeting or discussions (or
portion thereof) among the Administrative Agent or any Lender to which
representatives of the Loan Parties are not invited, and (ii) receive any
information or material prepared by Administrative Agent or any Lender or any
communication by or among Administrative Agent and/or one or more Lenders,
except to the extent such information or materials have been made available to
any Loan Party or its representatives (and in any case, other than the right to
receive notices of prepayments and other administrative notices in respect of
its Loans required to be delivered to Lenders pursuant to Article II (the Facilities)),
or (iii) make or bring (or participate in, other than as a passive participant
in or recipient of its pro rata benefits of) any claim, in its capacity as a
Lender, against the Administrative Agent or any other Lender with respect to any
duties or obligations or alleged duties or obligations of such Agent or any
other such Lender under the Loan Documents.




Section
11.3  Costs
and Expenses




(a)  The
Borrower agrees upon demand (but within 10 days after delivery of notice for any
such amounts arising after the Closing Date) to pay, or reimburse the
Administrative Agent and the Syndication Agent for, all of such Agent’s
reasonable audit, legal, appraisal, valuation, filing, document duplication and
reproduction and investigation expenses and for all other reasonable
out-of-pocket costs and expenses of every type and nature (including the
reasonable fees, expenses and disbursements of the Administrative Agent’s
counsel, Cahill Gordon & Reindel llp, local legal
counsel, auditors, accountants, appraisers, printers, insurance and
environmental advisors, and other consultants and agents) incurred by such Agent
in connection with any of the following:  (i) in the case of the
Administrative Agent, the Administrative Agent’s audit and investigation of the
Parent and its Subsidiaries in connection with the preparation, negotiation or
execution of any Loan Document or the Administrative Agent’s periodic audits of
the Parent or any of its Subsidiaries, as the case may be, (ii) the
preparation, negotiation, execution or interpretation of this Agreement
(including, without limitation, the satisfaction or attempted satisfaction of
any condition set forth in Article III (Conditions to Loans and
Letters of Credit)), any Loan





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 Document
or any proposal letter or commitment letter issued in connection therewith, or
the making of the Loans hereunder, (iii) the creation, perfection or
protection of the Liens under any Loan Document (including any reasonable fees,
disbursements and expenses for local counsel in various jurisdictions),
(iv) the ongoing administration of this Agreement and the Loans, including
consultation with attorneys in connection therewith and with respect to such
Agent’s rights and responsibilities hereunder and under the other Loan
Documents, (v) the protection, collection or enforcement of any Obligation
or the enforcement of any Loan Document, (vi) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations, any
Loan Party, any of the Parent’s Subsidiaries, the Transactions, the Senior Notes
Documents, this Agreement or any other Loan Document, (vii) the response
to, and preparation for, any subpoena or request for document production with
which such Agent is served or deposition or other proceeding in which such Agent
is called to testify, in each case, relating in any way to the Obligations, any
Loan Party, any of the Parent’s Subsidiaries, the Senior Notes Documents, this
Agreement or any other Loan Document or (viii) any amendment, consent,
waiver, assignment, restatement, or supplement to any Loan Document or the
preparation, negotiation and execution of the same (whether or not it becomes
effective); provided,
however, that,
(x) the Administrative Agent may not be reimbursed hereunder for the
expenses of more than one outside counsel and, any reasonably appropriate local
and special counsels and (y) the Borrower shall not be required to pay for
the fees and expenses of any third party consultant, appraiser or auditor
advising any Agent without the consent of the Borrower (which consent shall not
be unreasonably withheld).




(b)  The
Borrower further agrees to pay or reimburse each of the Agents, Lenders and
Issuers upon demand for all out-of-pocket costs and expenses, including
reasonable attorneys’ fees (including costs of settlement), incurred by each
such Agent, Lender or Issuer in connection with any of the following:
(i) in enforcing any Loan Document or Obligation or any security therefor
or exercising or enforcing any other right or remedy available by reason of an
Event of Default, (ii) in connection with any refinancing or restructuring
of the credit arrangements provided hereunder in the nature of a “work-out” or in any
insolvency or bankruptcy proceeding, (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer, motion
or other pleadings in any legal proceeding relating to the Obligations, any Loan
Party, any of the Parent’s Subsidiaries and related to or arising out of the
transactions contemplated hereby (including the Transactions) or by any other
Loan Document or Senior Notes Document or (iv) in taking any other action
in or with respect to any suit or proceeding (bankruptcy or otherwise) described
in clause (i),
(ii) or (iii) above.




Section
11.4  Indemnities,
Reimbursement, Damage Waiver




(a)  The
Borrower agrees to indemnify and hold harmless each Agent, each Arranger, each
Lender and each Issuer (including each Person obligated on a Hedging Contract
the obligations under which are Secured Hedging Contract Obligations if such
Person was a Lender or Issuer at the time it entered into such Hedging Contract)
and each of their respective Affiliates, and each of the directors, officers,
employees, agents, trustees, representatives, attorneys, consultants and
advisors of or to any of the foregoing (including those retained in connection
with the satisfaction or attempted satisfaction of any condition set forth in
Article III (Conditions to
Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against
any and all claims, damages, liabilities, obligations, losses, penalties,
actions, judgments, suits, and reasonable out-of-pocket costs, disbursements and
expenses, joint or several, of any kind or nature (including reasonable fees,
disbursements and expenses of financial and legal advisors to any such
Indemnitee) that may be imposed on, incurred by or asserted against any such
Indemnitee whether direct, indirect, or consequential and whether based on any
federal, state or local law or other statutory regulation, securities or
commercial law or regulation, or under common law or in equity, or on contract,
tort or otherwise, in any manner relating to or arising out of this Agreement,
any other Loan Document, any Obligation, any Letter of Credit, any Disclosure
Document, any Senior Notes Document,





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 the
Transactions or any act, event or transaction, or investigation, litigation or
proceeding, related or attendant to any thereof, or the use or intended use of
the proceeds of the Loans or Letters of Credit or in connection with any
investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower
shall not have any liability under this Section 11.4 to an Indemnitee
with respect to any Indemnified Matter to the extent such Indemnified Matter has
resulted from the gross negligence, bad faith or willful misconduct of that
Indemnitee, as determined by a court of competent jurisdiction in a final
non-appealable judgment or order; and provided, further, that the Borrower
shall not be required to reimburse the Administrative Agent for the expenses of
more than one counsel (and appropriate local and special counsels) or the other
Indemnitees for the expenses of more than one counsel (and appropriate local and
special counsels) for all such other Indemnitees.  Without limiting
the foregoing, “Indemnified
Matters” include (i) all Environmental Liabilities and Costs
relating to the Parent or any of its Subsidiaries, (ii) any costs or
liabilities incurred in connection with any Remedial Action relating to the
Parent or any of its Subsidiaries, (iii) any costs or liabilities incurred
in connection with any Environmental Lien and (iv) any costs or liabilities
incurred in connection with any other matter under any Environmental Law,
including CERCLA and FIFRA and applicable state property transfer laws, except
with respect to those matters referred to in clauses (i), (ii),(iii) and (iv) above, to the extent
(x) incurred following foreclosure by any Agent, any Lender or any Issuer,
or any Agent, any Lender or any Issuer having become the successor in interest
to the Parent or any of its Subsidiaries and (y) attributable solely to
acts of such Agent, such Lender or such Issuer or any agent on behalf of such
Agent, such Lender or such Issuer.




(b)  The
Borrower shall indemnify each Agent, Lender and Issuer for, and hold each Agent,
Lender and Issuer harmless from and against, any and all claims for brokerage
commissions, fees and other compensation made against the Agents, the Lenders
and the Issuers for any broker, finder or consultant with respect to any
agreement, arrangement or understanding made by or on behalf of any Loan Party
or any of its Subsidiaries in connection with the transactions contemplated by
this Agreement.




(c)  Each of
the Borrower and the Parent, at the request of any Indemnitee, shall have the
obligation to defend, and to cause each of their Subsidiaries to defend, against
any investigation, litigation or proceeding or requested Remedial Action, in
each case contemplated in clause (a) above, and
the Borrower, the Parent and each such Subsidiary, in any event, may participate
in the defense thereof with legal counsel of the Borrower’s, the Parent’s or
such Subsidiary’s choice.  In the event that such Indemnitee requests
the Borrower, the Parent or any such Subsidiary to defend against such
investigation, litigation or proceeding or requested Remedial Action, the
Borrower, the Parent or such Subsidiary shall promptly do so and such Indemnitee
shall have the right to have legal counsel of its choice participate in such
defense.  No action taken by legal counsel chosen by such Indemnitee
in defending against any such investigation, litigation or proceeding or
requested Remedial Action, shall vitiate or in any way impair the Borrower’s
obligation and duty hereunder to indemnify and hold harmless such
Indemnitee.




(d)  Each of
the Borrower and the Parent agrees, and shall cause each of their Subsidiaries
to agree, that any indemnification or other protection provided to any
Indemnitee pursuant to this Agreement (including pursuant to this Section 11.4) or any other
Loan Document shall (i) survive payment in full of the Obligations and
(ii) inure to the benefit of any Person that was at any time an Indemnitee
under this Agreement or any other Loan Document.




(e)  To the
extent that the Borrower for any reason fails to indefeasibly pay any amount
required under Sections 11.3
(Costs and Expenses) and clause (a) above to be paid
by it to the Administrative Agent (or any sub-agent thereof), the Issuers or any
Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors of any of the foregoing (and without limiting the Borrower’s
obligation to do so), each Lender severally agrees to pay to the Administrative
Agent (or any such





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 sub-agent),
the Issuers or such Affiliates, the partners, directors, officers, employees,
agents, trustees and advisors, as the case may be, such Lender’s applicable
percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the Issuers in its capacity as
such, or against any Affiliate, partners, director, officer, employee, agent,
trustee and advisor of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) or the Issuers in connection with such capacity and
provided further that
the obligation to indemnify the Issuers pursuant to this clause (e) in their
capacity as such shall be limited to Revolving Credit Lenders
only.  The obligations of the Lenders under this clause (e) are subject
to the provisions of Section 2.2(d) (Borrowing
Procedures).




(f)  To the
fullest extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to
in clause (a) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.




Section
11.5  Limitation
of Liability




(a)  Each of
the Borrower and the Parent agree that no Indemnitee shall have any liability
(whether in contract, tort or otherwise) to any Loan Party or any Subsidiary of
any Loan Party or any of their respective equity holders or creditors for or in
connection with the transactions contemplated hereby (including the
Transactions) or by any other Loan Document or Senior Notes Document, except to
the extent such liability is determined in a final non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnitee’s gross
negligence, bad faith or willful misconduct.  In no event, however,
shall any party hereto be liable on any theory of liability for any special,
consequential or punitive damages (including, without limitation, any loss of
profits, business or anticipated savings).  Each of the parties hereto
hereby waives, releases and agrees (each for itself and on behalf of its
Subsidiaries) not to sue upon any such claim for any special, consequential or
punitive damages, whether or not accrued and whether or not known or suspected
to exist in its favor.




(b)  In no
event shall any Agent  or any of its Affiliates or any of the
directors, officers, employees, agents, trustees, representatives, attorneys,
consultants and advisors of or to any of the foregoing (collectively, the “Agent Affiliates”) have any
liability to any Loan Party, Lender, Issuer or any other Person for damages of
any kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort or contract or otherwise) arising
out of any Loan Party’s or the Administrative Agent’s or any Agent Affiliates’
transmission of electronic communications through the internet or any use of the
Platform, except to the extent such liability of any Agent Affiliate is found in
a final non-appealable judgment by a court of competent jurisdiction to have
resulted form the Administrative Agent’s or such Agent Affiliate’s gross
negligence, bad faith or willful misconduct.




-132-


Section
11.6  Right
of Set-off




Upon the
occurrence and during the continuance of any Event of Default each Lender and
each Affiliate of a Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other Indebtedness at any time owing by such Lender or its Affiliates
to or for the credit or the account of the Parent or the Borrower against any
and all of the Obligations now or hereafter existing whether or not such Lender
shall have made any demand under this Agreement or any other Loan Document and
even though such Obligations may be unmatured; provided, that in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all
amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 2.18 (Defaulting
Lenders) and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit
of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it
exercised such right of setoff.  Each Lender agrees promptly to notify
the Borrower after any such set-off and application made by such Lender or its
Affiliates; provided,
however, that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender under this Section 11.6 are in addition
to the other rights and remedies (including other rights of set-off) that such
Lender may have.




Section
11.7  Sharing
of Payments, Etc.




(a)  If any
Lender (directly or through an Affiliate thereof) obtains any payment (whether
voluntary, involuntary, through the exercise of any right of set-off (including
pursuant to Section 11.6
(Right of Set-off) or otherwise) of the Loans owing to it, any interest
thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and
Expenses) or 11.4
(Indemnities) (other than payments pursuant to Sections 2.14 (Special
Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or
2.16 (Taxes)or
otherwise receives any Collateral or any “Proceeds” (as defined in the
Pledge and Security Agreement) of Collateral (other than payments pursuant to
Sections 2.14 (Special
Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or
2.16 (Taxes) (in each
case, whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise (including pursuant to Section 11.6 (Right of
Set-off))) in excess of its Ratable Portion of all payments of such
Obligations obtained by all the Lenders (other than as expressly provided in
Section 2.8(c) (Optional
Prepayments), such Lender (a “Purchasing Lender”) shall
forthwith purchase from the other Lenders (each, a “Selling Lender”) such
participations in their Loans or other Obligations as shall be necessary to
cause such Purchasing Lender to share the excess payment ratably with each of
them.




(b)  If all or
any portion of any payment received by a Purchasing Lender is thereafter
recovered from such Purchasing Lender, such purchase from each Selling Lender
shall be rescinded and such Selling Lender shall repay to the Purchasing Lender
the purchase price to the extent of such recovery together with an amount equal
to such Selling Lender’s ratable share (according to the proportion of
(i) the amount of such Selling Lender’s required repayment in relation to
(ii) the total amount so recovered from the Purchasing Lender) of any
interest or other amount paid or payable by the Purchasing Lender in respect of
the total amount so recovered.




(c)  The
provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of the Borrower pursuant to and in accordance with the
express terms of this Agreement (including the application of funds arising from
the existence of a Defaulting Lender), (y) the application of cash collateral in
respect of obligations relating to Letters of Credit or Swing Loans
pro-





-133-
 vided for
in Section 9.3 (Actions in Respect of Letters of
Credit), or (z)
any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans or subparticipations in Letter of Credit
Obligations or Swing Loans to any assignee or participant, other than an
assignment to the Parent or any of its Subsidiaries (as to which the provisions
of this Section shall apply).




(d)  The
Parent and the Borrower agree that any Purchasing Lender so purchasing a
participation from a Selling Lender pursuant to this Section 11.7 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.




Section
11.8  Notices,
Etc.




(a)  Addresses for
Notices.  All notices, demands, requests, consents and other
communications provided for in this Agreement shall be given in writing, or by
any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as
follows:




(i)
              if
      to the Borrower or the Parent:


c/o Prestige Brands,
Inc.


90 North
Broadway


Irvington,
New York  10533




Attention:




Peter J.
Anderson


Telecopy
no:  (914) 524-6821


E-Mail
Address:  panderson@prestigebrandsinc.com




and




Charles
N. Jolly, Esq.


Telecopy
no:  (914) 524-7488


E-Mail
Address:  cjolly@prestigebrandsinc.com




(ii)  if to any
Lender, at its Domestic Lending Office specified opposite its name on Schedule II (Applicable Lending
Offices and Addresses for Notices) or on the signature page of any
applicable Assignment and Acceptance;




(iii)  if to any
Issuer, at the address set forth under its name on Schedule II (Applicable Lending
Offices and Addresses for Notices); and




(iv)  if to the
Administrative Agent or the Swing Loan Lender, at the address set forth under
its name on Schedule II
(Applicable Lending Offices and Addresses for Notices);




or at
such other address as shall be notified in writing (x) in the case of the
Borrower, the Parent, the Administrative Agent and the Swing Loan Lender, to the
other parties and (y) in the case of all other parties, to the Borrower and
the Administrative Agent.




(b)  Effectiveness of
Notices.  All notices, demands, requests, consents and other
communications described in clause (a) above shall
be effective (i) if delivered by hand, including any overnight courier
service, upon personal delivery, (ii) if delivered by mail, when deposited
in the mails, (iii) if delivered by posting to the Platform (regardless of
whether any such Person must accomplish, and





-134-
 whether
or not any such Person shall have accomplished, any action prior to obtaining
access to such items, including registration, disclosure of contact information,
compliance with a standard user agreement or undertaking a duty of
confidentiality) and (iv) if delivered by electronic mail or any other
telecommunications device, as set forth in clause (c) below; provided, however, that notices and
communications to the Administrative Agent pursuant to Article II (The Facilities)
or Article X (The
Agents) shall not be effective until received by the Administrative
Agent.




(c)  Electronic
Communications.  Notices and other communications to the
Lenders and the Issuers hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or any Issuer pursuant to Article II (the Facilities)if such Lender or such Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of
such procedures may be limited to particular notices or
communications.




Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.




(d)  Public
Lenders.  Furthermore, each Public Lender agrees to cause at
least one individual at or on behalf of such Public Lender to at all times have
selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and
applicable law, including United States federal and state securities laws, to
make reference to Borrower Materials that are not made available through the
“Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for
purposes of United States federal or state securities laws.




Section
11.9  No
Waiver; Remedies




No
failure on the part of any Lender, Issuer or any Agent to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.




Section
11.10  Binding
Effect




This
Agreement shall become effective when it shall have been executed by the
Borrower, the Parent, the Administrative Agent and the Syndication Agent and
when the Administrative Agent shall have been notified by each Lender and Issuer
that such Lender or Issuer has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Parent, each Agent and each Lender
and Issuer and, in each case, their respective successors and assigns; provided, however, that
nei-





-135-
 ther the
Borrower nor the Parent shall have the right to assign any of their respective
rights hereunder or any interest herein without the prior written consent of the
Lenders.




Section
11.11  Governing
Law




This
Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.




Section
11.12  Submission
to Jurisdiction; Service of Process




(a)  Any legal
action or proceeding with respect to this Agreement or any other Loan Document
may be brought in the courts of the State of New York located in the Borough and
City of New York or of the United States of America for the Southern District of
New York, and, by execution and delivery of this Agreement, each of the Borrower
and the Parent hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid
courts.  The parties hereto hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum non conveniens, that
any of them may now or hereafter have to the bringing of any such action or
proceeding in such respective jurisdictions.




(b)  Each
party hereto irrevocably consents to service of process in the manner provided
for notices in Section 11.8
(Notices, Etc.).  Nothing in this Agreement will affect the
right of any party hereto to serve process in any other manner permitted by
applicable law.




(c)  If for
the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase Dollars with such other currency at the spot
rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York
time) on the Business Day preceding that on which final judgment is given, for
the purchase of Dollars, for delivery two Business Days thereafter.




Section
11.13  Waiver
of Jury Trial




Each
of the Agents, the Lenders, the Issuers, the Parent and the Borrower irrevocably
waives trial by jury in any action or proceeding with respect to this Agreement
or any other Loan Document.




Section
11.14  Marshaling;
Payments Set Aside




None of
the Agents, Lenders or Issuers shall be under any obligation to marshal any
assets in favor of the Borrower, the Parent or any other party or against or in
payment of any or all of the Obligations.  To the extent that the
Borrower makes a payment or payments to any Agent, Lender or Issuer or any such
Person receives payment from the proceeds of the Collateral or exercises its
rights of set-off, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.




-136-


Section
11.15  Section
Titles




The
section titles contained in this Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto, except when used to reference a
section.  Any reference to the number of a clause, sub-clause or
subsection hereof immediately followed by a reference in parenthesis to the
title of the Section containing such clause, sub-clause or subsection is a
reference to such clause, sub-clause or subsection and not to the entire
Section; provided,
however, that, in case
of direct conflict between the reference to the title and the reference to the
number of such Section, the reference to the title shall govern absent manifest
error.  If any reference to the number of a Section (but not to any
clause, sub-clause or subsection thereof) is followed immediately by a reference
in parenthesis to the title of a Section, the title reference shall govern in
case of direct conflict absent manifest error.




Section
11.16  Execution
in Counterparts




This
Agreement may be executed in any number of counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.  Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document.  Delivery of an executed signature
page of this Agreement by facsimile transmission or by posting on the Platform
shall be as effective as delivery of a manually executed counterpart
hereof.  A set of the copies of this Agreement signed by all parties
shall be lodged with the Borrower and the Administrative Agent.




Section
11.17  Entire
Agreement




This
Agreement, together with all of the other Loan Documents and all certificates
and documents delivered hereunder or thereunder, embodies the entire agreement
of the parties and supersedes all prior agreements and understandings relating
to the subject matter hereof.  In the event of any conflict between
the terms of this Agreement and any other Loan Document, the terms of this
Agreement shall govern.




Section
11.18  Confidentiality




Each
Lender and each Agent agrees to keep information obtained by it pursuant hereto
and the other Loan Documents confidential in accordance with such Lender’s or
such Agent’s, as the case may be, customary practices and agrees that it shall
only use such information in connection with the transactions contemplated by
this Agreement and not disclose any such information other than (a) to such
Lender’s or such Agent’s, as the case may be, Affiliates, employees,
representatives and agents that are or are expected to be involved in the
evaluation of such information in connection with the transactions contemplated
by this Agreement and are advised of the confidential nature of such information
and agree to be bound by the provisions hereof for the benefit of the Borrower,
(b) to the extent such information presently is or hereafter becomes
available to such Lender or such Agent, as the case may be, on a
non-confidential basis from a source other than the Parent, the Borrower or any
other Loan Party and do not reasonably suspect that such information is
disclosed in violation of a confidentiality agreement or is otherwise
unauthorized, (c) to the extent disclosure is required by law, regulation
or judicial order or requested or required by bank regulators or auditors, as
long as, to the extent permitted by Requirements of Law, notice thereof is given
to the Borrower by the applicable Lender or Agent prior to (or, in the case of a
judicial order, promptly after) such disclosure; provided that no such notice
shall be required to the extent such disclosure is required by bank regulators
for customary reviews in the ordinary course of business, or (d) to current
or good faith prospective assignees, participants and Special Purpose Vehicles





-137-
 grantees
of any option described in Section 11.2(f) (Assignments and
Participations), contractual counterparties in any Hedging Contract
permitted hereunder and to their respective legal or financial advisors, in each
case and to the extent such assignees, participants, grantees or counterparties
agree to be bound by, and to cause their advisors to comply with, the provisions
of this Section
11.18.




For
purposes of this Section, “information” means all
information received from any Loan Party or any Subsidiary thereof relating to
any Loan Party or any Subsidiary thereof or their respective businesses, other
than any such information that is available to the Administrative Agent, any
Lender or the Issuers on a nonconfidential basis prior to disclosure by any Loan
Party or any Subsidiary thereof, provided that, in the case of
information received from a Loan Party or any such Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such information as such Person would
accord to its own confidential information.




Each of
the Administrative Agent, the Lenders and the Issuers acknowledges that (a) the
information may include material non-public information concerning the Borrower
or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such
material non-public information in accordance with applicable Law, including
United States federal and state securities Laws.




Section
11.19  Severability




If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  Without
limiting the foregoing provisions of this Section 11.19, if and to the
extent that the enforceability of any provisions in this Agreement relating to
Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good
faith by the Administrative Agent, the Issuers or the Swing Loan Lender, as
applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.




Section
11.20  USA
PATRIOT Act




Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the
Act.  The Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act.




-138-


Section
11.21  Interest
Rate Limitation




Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Requirements of Law (the “Maximum Rate”).  If
the Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Requirements of
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.




[Signature
Pages Follow]




-139-


In Witness Whereof, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.




Prestige
      Brands, Inc.,as
      BorrowerBy:
              /s/ Peter J.
      AndersonName:
      Peter J. AndersonTitle:
      Chief Financial Officer












Prestige
      Brands Holdings, Inc.,as
      the ParentBy:
              /s/ Peter J.
      AndersonName: Peter
      J. AndersonTitle:
      Chief Financial Officer












[SIGNATURE
PAGE TO PRESTIGE BRANDS, INC. CREDIT AGREEMENT]


Bank
      of America,N.A.,as
      Administrative Agent,Swing
      Loan Lender, Issuer and LenderBy:
              /s/ J. Casey
      CosgroveName:
      J. Casey CosgroveTitle:
      Senior Vice President










[SIGNATURE
PAGE TO PRESTIGE BRANDS, INC. CREDIT AGREEMENT]


Deutsche
      Bank Securities Inc.,as
      Syndication Agent,By:
              /s/ Scott
      SartoriosName:
      Scott SartoriosTitle:
      Managing Director






By:
              /s/ Sandeep
      DesaiName:
      Sandeep DesaiTitle:
      Director














[SIGNATURE
PAGE TO PRESTIGE BRANDS, INC. CREDIT AGREEMENT]


Deutsche
      Bank Trust Company Americas,as
      a LenderBy:
              /s/ Scottye
      LindseyName:
      Scottye LindseyTitle:
      Director




By:
              /s/ Carin
      KeeganName:
      Carin KeeganTitle:
      Director