EX-10.1



 




Exhibit 10.1


 

 




U.S.$240,000,000




CREDIT AGREEMENT




Dated as of October 17, 2005




Among




FR X CHART HOLDINGS LLC,

as Holdings,




CI ACQUISITION, INC.,

as Borrower,




THE LENDERS PARTY HERETO,




CITICORP NORTH AMERICA, INC.,

as Administrative Agent,




MORGAN STANLEY SENIOR FUNDING, INC.

as Syndication Agent




CITIGROUP GLOBAL MARKETS INC.




and




MORGAN STANLEY SENIOR FUNDING, INC.




as Joint Lead Arrangers and Joint Book Managers




and




NATEXIS BANQUES POPULAIRES




and




SOVEREIGN BANK




as Co-Documentation Agents



 

 




 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Terms Generally
	 	 	43	 
	SECTION 1.03. Effectuation of Transfers
	 	 	44	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	THE CREDITS
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Commitments
	 	 	44	 
	SECTION 2.02. Loans and Borrowings
	 	 	44	 
	SECTION 2.03. Requests for Borrowings
	 	 	45	 
	SECTION 2.04. Swingline Loans
	 	 	46	 
	SECTION 2.05. Letters of Credit
	 	 	47	 
	SECTION 2.06. Funding of Borrowings
	 	 	52	 
	SECTION 2.07. Interest Elections
	 	 	53	 
	SECTION 2.08. Termination and Reduction of Commitments
	 	 	54	 
	SECTION 2.09. Repayment of Loans; Evidence of Debt
	 	 	55	 
	SECTION 2.10. Repayment of Term B Loans and Revolving Facility Loans
	 	 	56	 
	SECTION 2.11. Prepayment of Loans
	 	 	57	 
	SECTION 2.12. Fees
	 	 	58	 
	SECTION 2.13. Interest
	 	 	59	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	60	 
	SECTION 2.15. Increased Costs
	 	 	61	 
	SECTION 2.16. Break Funding Payments
	 	 	62	 
	SECTION 2.17. Taxes
	 	 	62	 
	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	64	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders
	 	 	66	 
	SECTION 2.20. Increase in Revolving Facility Commitments and/or Term B Loan Commitments

	 	 	67	 
	SECTION 2.21. Illegality
	 	 	68	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Organization; Powers
	 	 	68	 
	SECTION 3.02. Authorization
	 	 	69	 
	SECTION 3.03. Enforceability
	 	 	69	 
	SECTION 3.04. Governmental Approvals
	 	 	69	 
	SECTION 3.05. Financial Statements
	 	 	70	 
	SECTION 3.06. No Material Adverse Effect
	 	 	70	 
	SECTION 3.07. Title to Properties; Possession Under Leases
	 	 	70	 
	 
	 	 	 	 
	i
	 	 	 	 





CI Acquisition Credit Agreement




 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 3.08. Litigation; Compliance with Laws
	 	 	72	 
	SECTION 3.09. Federal Reserve Regulations
	 	 	72	 
	SECTION 3.10. Investment Company Act; Public Utility Holding Company Act
	 	 	72	 
	SECTION 3.11. Use of Proceeds
	 	 	72	 
	SECTION 3.12. Tax Returns
	 	 	73	 
	SECTION 3.13. No Material Misstatements
	 	 	73	 
	SECTION 3.14. Employee Benefit Plans
	 	 	74	 
	SECTION 3.15. Environmental Matters
	 	 	74	 
	SECTION 3.16. Mortgages
	 	 	75	 
	SECTION 3.17. Location of Real Property
	 	 	75	 
	SECTION 3.18. Solvency
	 	 	75	 
	SECTION 3.19. Labor Matters
	 	 	76	 
	SECTION 3.20. Insurance
	 	 	76	 
	SECTION 3.21. Representations and Warranties in Acquisition Agreement
	 	 	76	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	CONDITIONS OF LENDING
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. All Credit Events
	 	 	77	 
	SECTION 4.02. First Credit Event
	 	 	77	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Existence; Businesses and Properties
	 	 	81	 
	SECTION 5.02. Insurance
	 	 	81	 
	SECTION 5.03. Taxes
	 	 	83	 
	SECTION 5.04. Financial Statements, Reports, etc.
	 	 	83	 
	SECTION 5.05. Litigation and Other Notices
	 	 	85	 
	SECTION 5.06. Compliance with Laws
	 	 	85	 
	SECTION 5.07. Maintaining Records; Access to Properties and Inspections
	 	 	85	 
	SECTION 5.08. Use of Proceeds
	 	 	86	 
	SECTION 5.09. Compliance with Environmental Laws
	 	 	86	 
	SECTION 5.10. Further Assurances
	 	 	86	 
	SECTION 5.11. Fiscal Year
	 	 	87	 
	SECTION 5.12. Interest Rate Protection Agreements
	 	 	87	 
	SECTION 5.13. Proceeds of Certain Dispositions
	 	 	88	 
	SECTION 5.14. Post-Closing Matters
	 	 	88	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	NEGATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Indebtedness
	 	 	88	 
	SECTION 6.02. Liens
	 	 	91	 
	SECTION 6.03. Sale and Lease-Back Transactions
	 	 	94	 
	SECTION 6.04. Investments, Loans and Advances
	 	 	94	 
	SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
	 	 	97	 
	 
	 	 	 	 
	ii
	 	 	 	 





 CI Acquisition Credit Agreement



 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.06. Dividends and Distributions
	 	 	99	 
	SECTION 6.07. Transactions with Affiliates
	 	 	100	 
	SECTION 6.08. Business of the Borrower and the Subsidiaries
	 	 	102	 
	SECTION 6.09. Limitation on Modifications of Indebtedness; Modifications of Certificate
of Incorporation, By-Laws and Certain Other Agreements; etc.
	 	 	102	 
	SECTION 6.10. Capital Expenditures
	 	 	104	 
	SECTION 6.11. Interest Coverage Ratio
	 	 	104	 
	SECTION 6.12. Leverage Ratio
	 	 	105	 
	SECTION 6.13. Swap Agreements
	 	 	106	 
	SECTION 6.14. Designated Senior Debt
	 	 	106	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	EVENTS OF DEFAULT
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	106	 
	SECTION 7.02. Exclusion of Immaterial Subsidiaries
	 	 	109	 
	SECTION 7.03. The Borrower’s Right to Cure
	 	 	109	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	THE AGENTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Appointment
	 	 	110	 
	SECTION 8.02. Nature of Duties
	 	 	111	 
	SECTION 8.03. Resignation by the Agents
	 	 	111	 
	SECTION 8.04. Each Agent in Its Individual Capacity
	 	 	112	 
	SECTION 8.05. Indemnification
	 	 	112	 
	SECTION 8.06. Lack of Reliance on Agents
	 	 	112	 
	SECTION 8.07. Appointment of Supplemental Collateral Agents
	 	 	112	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Notices
	 	 	113	 
	SECTION 9.02. Survival of Agreement
	 	 	114	 
	SECTION 9.03. Binding Effect
	 	 	114	 
	SECTION 9.04. Successors and Assigns
	 	 	115	 
	SECTION 9.05. Expenses; Indemnity
	 	 	118	 
	SECTION 9.06. Right of Set-off
	 	 	119	 
	SECTION 9.07. Applicable Law
	 	 	120	 
	SECTION 9.08. Waivers; Amendment
	 	 	120	 
	SECTION 9.09. Interest Rate Limitation
	 	 	122	 
	SECTION 9.10. Entire Agreement
	 	 	122	 
	SECTION 9.11. WAIVER OF JURY TRIAL
	 	 	123	 
	SECTION 9.12. Severability
	 	 	123	 
	SECTION 9.13. Counterparts
	 	 	123	 
	SECTION 9.14. Headings
	 	 	123	 
	 
	 	 	 	 
	iii
	 	 	 	 





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	 	 	Page	 
	SECTION 9.15. Jurisdiction; Consent to Service of Process
	 	 	123	 
	SECTION 9.16. Confidentiality
	 	 	124	 
	SECTION 9.17. Citigroup Direct Website Communications
	 	 	124	 
	SECTION 9.18. Release of Liens and Guarantees
	 	 	126	 
	SECTION 9.19. U.S. Patriot Act
	 	 	126	 
	SECTION 9.20. Judgment
	 	 	126	 
	SECTION 9.21. Termination or Release
	 	 	126	 
	SECTION 9.22. Pledge and Guarantee Restrictions
	 	 	126	 






Exhibits and Schedules




	 	 	 
	Exhibit A

	 	Form of Assignment and Acceptance
	Exhibit B

	 	Form of Administrative Questionnaire
	Exhibit C-1

	 	Form of Borrowing Request
	Exhibit C-2

	 	Form of Swingline Borrowing Request
	Exhibit D

	 	Form of Mortgage
	Exhibit E

	 	Form of Collateral Agreement
	Exhibit F

	 	Form of Solvency Certificate of CI Acquisition, Inc.
	Exhibit H-1

	 	Form of Revolving Note
	Exhibit H-2

	 	Form of Term B Note
	 
	 	 
	Schedule 1.01(b)

	 	Pro Forma Adjusted EBITDA
	Schedule 1.01(c)

	 	Excluded Acquisition Agreement Payments
	Schedule 1.01(d)

	 	Certain Subsidiaries
	Schedule 2.01

	 	Commitments
	Schedule 3.01

	 	Organization and Good Standing
	Schedule 3.04

	 	Governmental Approvals
	Schedule 3.07(e)

	 	Condemnation Proceedings
	Schedule 3.07(g)

	 	Subsidiaries
	Schedule 3.07(h)

	 	Subscriptions
	Schedule 3.08(a)

	 	Litigation
	Schedule 3.08(b)

	 	Violations
	Schedule 3.12

	 	Taxes
	Schedule 3.15(g)

	 	Environmental Matters
	Schedule 3.17(a)

	 	Owned Real Property
	Schedule 3.17(b)

	 	Leased Real Property
	Schedule 3.19

	 	Labor Matters
	Schedule 3.20

	 	Insurance
	Schedule 4.02(k)

	 	Governmental Approvals
	Schedule 6.01

	 	Indebtedness
	Schedule 6.02(a)

	 	Liens
	Schedule 6.04

	 	Investments
	Schedule 6.07

	 	Transactions with Affiliates






 iv



 CI Acquisition Credit Agreement



 









 








          CREDIT AGREEMENT dated as of October 17, 2005 (this “Agreement”), among FR X CHART
HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CI ACQUISITION, INC., a
Delaware corporation (“Acquisition Corp.” or the “Borrower”), the LENDERS party
hereto from time to time, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity,
together with any successor administrative agent appointed pursuant to the provisions of Article
VIII, the “Administrative Agent”) and as collateral agent (in such capacity, together with
any successor collateral agent appointed pursuant to the provisions of Article VIII, the
“Collateral Agent”) for the Lenders, MORGAN STANLEY SENIOR FUNDING, INC. (“MS”), as
syndication agent (in such capacity, the “Syndication Agent”), CITIGROUP GLOBAL MARKETS
INC. and MS, as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead
Arrangers”) and NATEXIS BANQUES POPULAIRES and SOVEREIGN BANK, as co-documentation agents, (in
such capacity, the “Co-Documentation Agents”).




W
I T N E S S E T H :




          WHEREAS, First Reserve Fund X L.P. and certain of its Affiliates (with such term and each
other capitalized term used but not defined in this preamble having the meaning assigned thereto in
Article I) (collectively, the “Funds”) have formed Holdings, and Holdings has formed the
Borrower;




          WHEREAS, pursuant to that Agreement and Plan of Merger, dated August 2, 2005 (the
“Acquisition Agreement”) among the Borrower, Chart Industries Inc., a Delaware corporation
(the “Acquired Business”) and certain of the shareholders of the Acquired Business (such
shareholders being the “Sellers”), (i) the Borrower will acquire, directly or indirectly,
all of the issued and outstanding equity interests of the Sellers in the Acquired Business and (ii)
the Borrower will merge with and into the Acquired Business and thereby acquire the remaining
issued and outstanding equity interests of the Acquired Business;




          WHEREAS, in connection with the consummation of the Acquisition, certain of the holders of
equity interests in the Acquired Business (“Rollover Shareholders”) will reinvest up to $7
million (the “Rollover Equity”) in the Borrower and the Funds and their Affiliates will
contribute cash common equity to Holdings in an aggregate amount, together with the Rollover
Equity, of not less 25% of an amount equal to the purchase price of the Acquired Business, plus
without duplication, the existing indebtedness of the Acquired Business refinanced in connection
with the Acquisition plus the transaction fees and expenses incurred in connection with the
Acquisition plus $5.0 million to finance working capital needs (collectively, the “Equity
Financing”);




          WHEREAS, the aggregate amount of the Equity Financing will be contributed by Holdings to the
common equity of Acquisition Corp. to be used by Acquisition Corp. to fund the Acquisition;




          WHEREAS, in connection with the consummation of the Acquisition, the Borrower will
simultaneously herewith issue a total of up to U.S.$170.0 million in aggregate principal amount of
its Senior Subordinated Notes in a public offering or in a Rule 144A or other private placement;
and




[CI Acquisition Credit Agreement]



 









 








          WHEREAS, the Borrower has requested the Lenders to extend credit in the form of (a) Term B
Loans on the Closing Date, in an aggregate principal amount not in excess of U.S.$180.0 million and
(b) Revolving Facility Loans and Letters of Credit at any time and from time to time prior to the
Revolving Facility Maturity Date, in an aggregate principal amount at any time outstanding not in
excess of U.S.$60.0 million.




          NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:




ARTICLE I




DEFINITIONS




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




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




          “ABR Loan” shall mean any ABR Term B Loan, ABR Revolving Loan or Swingline Loan.




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




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




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




          “Acquired Business” shall have the meaning assigned to such term in the second recital
hereto.




          “Acquisition” shall mean the transactions described in the second recital hereto.




          “Acquisition Agreement” shall have the meaning assigned to such term in the second
recital hereto.




          “Acquisition Agreement Payments” shall mean cash amounts received by the Borrower or
any of its Affiliates in respect of any claim under the Acquisition Agreement or as a direct or
indirect result of any breach of any term or provision of the Acquisition Agreement or otherwise in
respect of any claim by the Borrower or any of its Affiliates arising out of the
Acquisition (other than any working capital or capital expenditure adjustments under the
Acquisition Agreement), in an aggregate amount in excess of U.S.$5.0 million; provided,



 CI Acquisition Credit Agreement



 









 







however, that Acquisition Agreement Payments shall not include any amounts described on
Schedule 1.01(c).




          “Acquisition Corp.” shall have the meaning assigned to such term in the introductory
paragraph to this Agreement.




          “Acquisition Documents” shall mean the collective reference to the Acquisition
Agreement, and all exhibits and schedules thereto.




          “Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory
Reserves applicable to such Eurodollar Borrowing, if any.




          “Administrative Agent” shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.




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




          “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form
of Exhibit B.




          “Affiliate” shall mean, when used with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified.




          “Agent Parties” shall have the meaning assigned to such term in Section 9.17(c).




          “Agents” shall mean the Administrative Agent and the Collateral Agent.




          “Agreed Security Principles” shall mean any grant of a Lien or provision of a
guarantee by any Person that could:





     (a) result in any breach of corporate benefit, financial assistance, capital
preservation, fraudulent preference, thin capitalization rules, retention of title claims or
any other law or regulation (or analogous restriction) of the jurisdiction of organization
of such Person;




     (b) result in any risk to the officers of such Person of contravention of their
fiduciary duties and/or of civil or criminal liability;




     (c) result in costs (tax, administrative or otherwise) that are materially
disproportionate to the benefit obtained by the beneficiaries of such Lien and/or guarantee;


 CI Acquisition Credit Agreement



 









 






     (d) result in a breach of a material agreement binding on such Person that may not be
amended or otherwise modified using commercially reasonable efforts to avoid such breach; or




     (e) result in a Lien being granted over assets, the acquisition of which was financed
from a subsidy or payments, the terms of which prohibit any assets acquired with such
subsidy or payment being used as collateral.



          “Agreement” shall have the meaning assigned to such term in the introductory paragraph
of this Agreement.




          “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater
of (a) Citibank, N.A.’s Base Rate, (b) the three-month certificate of deposit plus 1/2 of 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the
Administrative Agent shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate, including the failure of
the Federal Reserve Bank of New York to publish rates or the inability of the Administrative Agent
to obtain quotations in accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (c) of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in
the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such
change in the Base Rate or the Federal Funds Effective Rate, respectively.




          “Applicable Margin” shall mean (i) for any day with respect to any Eurodollar Loan
that is a Revolving Facility Loan and any ABR Loan that is a Revolving Facility Loan, (x) prior to
the Trigger Date, 2.50% and 1.50%, respectively and (y) thereafter, the applicable margin per annum
set forth below under the caption “Revolving Facility Loan Eurodollar Spread,” and “Revolving
Facility Loan ABR Spread,” as applicable, based upon the Leverage Ratio as of the last date of the
most recent fiscal quarter of the Borrower and (ii) for any day with respect to any Eurodollar Loan
that is a Term B Loan and any ABR Loan that is a Term B Loan, 2.00% and 1.00%, respectively.



 CI Acquisition Credit Agreement



 









 








	 	 	 	 	 	 	 	 	 
	 	 	Revolving Facility Loan	 	Revolving Facility Loan
	Leverage Ratio:	 	ABR Spread	 	Eurodollar Spread
	Category 1 Equal to
or greater than 5.0
to 1.00

	 	 	1.50	%	 	 	2.50	%
	 
	 	 	 	 	 	 	 	 
	Category 2 Less than
5.0 to 1.00 but equal
to or greater than
4.0 to 1.00

	 	 	1.25	%	 	 	2.25	%
	 
	 	 	 	 	 	 	 	 
	Category 3 Less than
4.0 to 1.00

	 	 	1.00	%	 	 	2.00	%






          For purposes of the foregoing, (1) the Leverage Ratio shall be determined as of the end
of each fiscal quarter of the Borrower’s fiscal year based upon the consolidated financial
information of the Borrower and its Subsidiaries delivered pursuant to Section 5.04(a) or (b) and
(2) each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be
effective on the first Business Day after the date of delivery to the Administrative Agent of such
consolidated financial information indicating such change and ending on the date immediately
preceding the effective date of the next such change; provided that until the Trigger Date,
the Leverage Ratio shall be deemed to be in Category 1; provided further that the
Leverage Ratio shall be deemed to be in Category 1 at the option of the Administrative Agent or the
Required Lenders, at any time during which the Borrower fails to deliver the consolidated financial
information when required to be delivered pursuant to Section 5.04(a) or (b), during the period
from the expiration of the time for delivery thereof until such consolidated financial information
is delivered.




          “Approved Fund” shall have the meaning assigned to such term in Section 9.04(b).




          “Asset Acquisition” shall mean any Permitted Business Acquisition, the aggregate
consideration for which exceeds U.S.$5.0 million.




          “Asset Disposition” shall mean any sale, transfer or other disposition by the Borrower
or any Subsidiary to any Person other than the Borrower or any Subsidiary to the extent otherwise
permitted hereunder of any asset or group of related assets (other than inventory or other assets
sold, transferred or otherwise disposed of in the ordinary course of business) in one or a series
of related transactions, the Net Proceeds from which exceed $5.0 million.



 CI Acquisition Credit Agreement



 









 








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




          “Availability Period” shall mean the period from the Closing Date to but excluding the
earlier of the Revolving Facility Maturity Date and in the case of each of the Revolving Facility
Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings, and Letters of Credit,
the date of termination of the Revolving Facility Commitments.




          “Available Investment Basket Amount” shall mean, on any date of determination, an
amount equal to (a) the Cumulative Retained Excess Cash Flow Amount on such date plus the aggregate
amount of proceeds received after the Closing Date and prior to such date that would have
constituted Net Proceeds pursuant to clause (a) of the definition thereof except for the operation
of clause (x) or (y) of the second proviso thereof, minus (b) any amounts thereof used to
make Investments pursuant to Section 6.04(a), clause (ii) of Section 6.04(i) and/or clause (i)(y)
of Section 6.04(j) and/or clause (iii) of Section 6.04(j) after the Closing Date and on or prior to
such date, minus (c) the aggregate amount of Capital Expenditures made after the Closing
Date and on or prior to such date pursuant to Section 6.10(c).




          “Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender,
at any time of determination, an amount equal to the amount by which (a) the Revolving Facility
Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Credit
Exposure of such Revolving Facility Lender at such time.




          “Base Rate” shall mean the sum (adjusted to the nearest 0.25% or, if there is no
nearest 0.25% to the next higher 0.25%) of (i) 0.5% per annum, (ii) the rate per annum obtained by
dividing (A) the latest three-week moving average of secondary market morning offering rates in the
United States for three-month certificates of deposit of major United States money market banks,
such three-week moving average being determined weekly on each Monday (or, if any such day is not a
Business Day, on the next succeeding Business Day) for the three-week period ending on the previous
Friday by Citibank, N.A. on the basis of such rates reported by certificate of deposit dealers to
and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank, N.A. from three New
York certificate of deposit dealers of recognized standing selected by Citibank, N.A., by (B) a
percentage equal to 100% minus the average of the daily percentages specified during such
three-week period by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement) for Citibank, N.A. in
respect of liabilities consisting of or including (among other liabilities) three-month U.S. dollar
nonpersonal time deposits in the United States and (iii) the average during such three-week period
of the maximum annual assessment rates estimated by Citibank, N.A. for determining the then current
annual assessment payable by Citibank, N.A. to the Federal Deposit Insurance Corporation (or any
successor) for insuring U.S. Dollar deposits in the United States.



 CI Acquisition Credit Agreement



 









 








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




          “Borrower” shall have the meaning assigned to such term in the introductory paragraph
to this Agreement.




          “Borrowing” shall mean a group of Loans of a single Type under a single Facility and
made on a single date and, in the case of Eurodollar Loans, as to which a single Interest Period is
in effect.




          “Borrowing Minimum” shall mean (a) in the case of an ABR Revolving Facility Borrowing,
U.S.$2.0 million, (b) in the case of a Eurodollar Revolving Facility Borrowing, U.S.$2.0 million,
and (c) in the case of a Swingline Borrowing, U.S.$250,000.




          “Borrowing Multiple” shall mean (a) in the case of a Revolving Facility Borrowing,
U.S.$1.0 million and (b) in the case of a Swingline Borrowing, U.S.$250,000.




          “Borrowing Request” shall mean a request by the Borrower in accordance with the terms
of Section 2.03 and substantially in the form of Exhibit C-1.




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




          “Calculation Period” means, as of any date of determination, the period of four
consecutive fiscal quarters ending on such date or, if such date is not the last day of a fiscal
quarter, ending on the last day of the fiscal quarter of the Borrower most recently ended prior to
such date.




          “Capital Expenditures” shall mean, for any Person in respect of any period, the
aggregate of all expenditures incurred by such Person during such period that, in accordance with
GAAP, are or should be included in “additions to property, plant or equipment” or similar items
reflected in the statement of cash flows of such Person; provided, however, that
Capital Expenditures for the Borrower and its Subsidiaries shall not include:





     (a) expenditures to the extent they are made with proceeds of the issuance of Equity
Interests of the Borrower after the Closing Date to Holdings, any Fund or Fund Affiliate or
with funds that would have constituted Net Proceeds under clause (a) of the definition of
the term “Net Proceeds” (but that will not constitute Net Proceeds as a result of the first
proviso to such clause (a)),




     (b) expenditures of proceeds of insurance settlements, condemnation awards and other
settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other
property to the extent such expenditures are made to replace or repair such lost, destroyed,
damaged or condemned assets, equipment or other property or otherwise to acquire, maintain,
develop, construct, improve, upgrade or repair assets or


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properties useful in the business of the Borrower and the Subsidiaries within 12 months
of receipt of such proceeds,




     (c) interest capitalized in accordance with GAAP during such period,




     (d) expenditures that are accounted for as capital expenditures of such Person and that
actually are paid for by a third party (excluding the Borrower or any Subsidiary) and for
which neither the Borrower nor any Subsidiary has provided or is required to provide or
incur, directly or indirectly, any consideration or obligation to such third party or any
other Person (whether before, during or after such period),




     (e) the book value of any asset owned by such Person prior to or during such period to
the extent that such book value is included as a capital expenditure during such period as a
result of such Person reusing or beginning to reuse such asset during such period without a
corresponding expenditure actually having been made in such period, provided that
(i) any expenditure necessary in order to permit such asset to be reused shall be included
as a Capital Expenditure during the period that such expenditure actually is made and (ii)
such book value shall have been included in Capital Expenditures when such asset was
originally acquired,




     (f) the purchase price of equipment purchased during such period to the extent the
consideration therefor consists of any combination of (i) used or surplus equipment traded
in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or
surplus equipment, in each case, in the ordinary course of business,




     (g) Investments in respect of a Permitted Business Acquisition, or




     (h) the purchase price of equipment that is purchased substantially contemporaneously
with the trade-in of existing equipment to the extent that the gross amount of such purchase
price is reduced by the credit granted by the seller of such equipment for the equipment
being traded in at such time.



          “Capital Lease Obligations” of any Person shall mean the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes
hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such
time determined in accordance with GAAP.




          “Cash Interest Expense” shall mean, with respect to the Borrower and its Subsidiaries
on a consolidated basis for any period, Interest Expense for such period, less the sum of (a)
pay-in-kind Interest Expense or other noncash Interest Expense (including as a result of the
effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization
of any financing fees paid by, or on behalf of, the Borrower or any Subsidiary, including such fees
paid in connection with the Transactions, (c) the amortization of debt discounts, if any, or fees
in respect of Swap Agreements and (d) cash interest income of the Borrower and its Subsidiaries for
such period; provided that (i) Cash Interest Expense shall exclude any one-time financing
fees paid in connection with the Transactions or any amendment



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of this Agreement or upon entering into a Permitted Receivables Financing and (ii) historical
Cash Interest Expense shall be deemed to be (w) for the fiscal quarter ended March 31, 2005, U.S.
$6,756,750, (x) for the fiscal quarter ended June 30, 2005, U.S. $6,756,750, (y) for the fiscal
quarter ended September 30, 2005, U.S. $6,756,750, and (z) for the period beginning October 1, 2005
through to and excluding the Closing Date, U.S. $1,276,000 multiplied by a fraction the numerator
of which equals the number of days elapsed during such period and the denominator of which equals
90.




          A “Change in Control” shall be deemed to occur if:





     (a) at any time prior to an initial public offering of Equity Interests of Holdings or
the Borrower, (i) Holdings shall fail to own, directly or indirectly, beneficially and of
record 80% of the Borrower, (ii) a majority of the seats (other than vacant seats) on the
board of directors of Holdings shall at any time be occupied by Persons who were neither (A)
nominated by the board of directors of Holdings or a Permitted Holder, (B) appointed by
directors so nominated nor (C) appointed by a Permitted Holder or (iii) a “Change in
Control” shall occur under the Senior Subordinated Note Indenture or under any Permitted
Senior Debt Securities or Permitted Subordinated Debt Securities;




     (b) at any time prior to an initial public offering of Equity Interests of Holdings or
the Borrower, any combination of Permitted Holders shall fail to own beneficially (within
the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or
indirectly, in the aggregate Equity Interests representing at least 51% of (i) the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of the
Borrower or (ii) the common economic interest represented by the issued and outstanding
Equity Interests of the Borrower; or




     (c) at any time from and after an initial public offering of Equity Interests of (x)
the Borrower or (y) Holdings or any other Person who, directly or indirectly, owns 80% of
the issued and outstanding Equity Interests of the Borrower (a “Parent Company”),
any Person or group (within the meaning of Rule 13d-5 of the Exchange Act as in effect on
the Closing Date), other than any combination of the Permitted Holders, shall own
beneficially (as defined above), directly or indirectly, in the aggregate Equity Interests
representing 35% or more of the aggregate ordinary voting power represented by the issued
and outstanding Equity Interests of the Borrower or such Parent Company, as applicable, and
the Permitted Holders own beneficially (as defined above), directly or indirectly, a smaller
percentage of such ordinary voting power at such time than the Equity Interests owned by
such other Person or group.



          “Change in Law” shall mean (a) the adoption of any law, rule or regulation after the
Closing Date, (b) any change in law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or
Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or
directive (whether or not having the force of law but if not having the force of law, then being



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one with which the relevant party would customarily comply) of any Governmental Authority made
or issued after the Closing Date.




          “Charges” shall have the meaning assigned to such term in Section 9.09.




          “Closing Date” shall mean October 17, 2005, and “Closing” shall mean the
making of the initial Loans on the Closing Date hereunder.




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




          “Collateral” shall mean all the “Collateral” as defined in any Security Document and
shall also include the Mortgaged Properties.




          “Collateral Agent” shall have the meaning given such term in the introductory
paragraph of this Agreement.




          “Collateral Agreement” shall mean the Guarantee and Collateral Agreement, as amended,
supplemented or otherwise modified from time to time, substantially in the form of Exhibit
E, among the Borrower, each Subsidiary Loan Party and the Collateral Agent.




          “Collateral and Guarantee Requirement” shall mean the requirement that:





     (a) on the Closing Date, the Collateral Agent shall have received from the
Borrower and each Subsidiary Loan Party a counterpart of the Collateral Agreement duly
executed and delivered on behalf of such Person;




     (b) on the Closing Date, the Collateral Agent shall have received or shall
otherwise have received a pledge over all the issued and outstanding Equity Interests of (i)
the Borrower, (ii) each Subsidiary Loan Party directly owned on the Closing Date by any Loan
Party and (iii) any other Material Subsidiary directly owned on the Closing Date by any Loan
Party, except, in each case, to the extent that a pledge of such Equity Interests is not
permitted under Section 9.22; and the Collateral Agent shall have received all certificates
or other instruments (if any) representing such Equity Interests, together with stock powers
or other instruments of transfer with respect thereto endorsed in blank;




     (c) in the case of any Person that becomes a Subsidiary Loan Party after the
Closing Date, the Collateral Agent shall have received a supplement to the Collateral
Agreement, in the form specified therein, duly executed and delivered on behalf of such
Subsidiary Loan Party;




     (d) after the Closing Date and within the time period set forth in Section
5.10(c), all the outstanding Equity Interests directly owned by a Loan Party of any Person
that becomes (i) a Subsidiary Loan Party or (ii) a Material Subsidiary after the Closing
Date, shall have been pledged pursuant to the applicable Collateral Agreement, as applicable
to the extent permitted under Section 9.22, and the Collateral Agent shall have received all
certificates or other instruments (if any) representing such Equity Interests,


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together with stock powers or other instruments of transfer with respect thereto
endorsed in blank or shall have otherwise received a pledge over such Equity Interests;




     (e) all Indebtedness of the Borrower and each Subsidiary having an aggregate
principal amount in excess of U.S.$5.0 million (other than intercompany current liabilities
incurred in the ordinary course of business in connection with the cash management
operations of the Borrower and the Subsidiaries) that is owing to any Loan Party shall be
evidenced by a promissory note or an instrument and shall have been pledged pursuant to the
applicable Collateral Agreement, and the Collateral Agent shall have received all such
promissory notes or instruments, together with note powers or other instruments of transfer
with respect thereto endorsed in blank;




     (f) all documents and instruments, including UCC financing statements,
required by law or reasonably requested by the Collateral Agent to be filed, registered or
recorded to create the Liens intended to be created by the Security Documents (in each case,
including any supplements thereto) and perfect such Liens to the extent required by, and
with the priority required by, the Security Documents, shall have been filed, registered or
recorded or delivered to the Collateral Agent for filing, registration or the recording
concurrently with, or promptly following, the execution and delivery of each such Security
Document;




     (g) each Loan Party shall have obtained all consents and approvals required
to be obtained by it in connection with the execution and delivery of all Security Documents
(or supplements thereto) to which it is a party and the granting by it of the Liens
thereunder and the performance of its obligations thereunder; and




     (h) the Collateral Agent shall receive from the applicable Loan Parties the
following documents and instruments relating to Material Real Property located in the United
States that constitutes Collateral on the dates specified below:




     (i) with respect to each Material Real Property located in the United States,
within 90 days following the Closing Date, in the case of such Material Real
Property, and on the date specified in Section 5.10, in the case of such
after-acquired Material Real Property, a Mortgage duly authorized and executed, in
form for recording in the recording office of each jurisdiction where such Material
Real Property or such after-acquired Material Real Property to be encumbered thereby
is situated, in favor of the Collateral Agent, for its benefit and the benefit of
the Secured Parties, together with such other instruments as shall be necessary or
appropriate (in the reasonable judgment of the Collateral Agent) to create a Lien
under applicable law, all of which shall be in form and substance reasonably
satisfactory to Collateral Agent, which Mortgage and other instruments shall be
effective to create and/or maintain a first priority Lien on such Material Real
Property or such after-acquired Material Real Property, as the case may be, subject
to no Liens other than Prior Liens and Permitted Encumbrances applicable to such
Material Real Property or such after-acquired Material Real Property, as the case
may be;


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     (ii) within 90 days following the Closing Date, with respect to each Material
Real Property located in the United States, policies or certificates of insurance of
the type required by Section 5.02;




     (iii) within 90 days following the Closing Date, with respect to each Material
Real Property located in the United States, UCC, judgment and tax Lien searches (in
each case to the extent the same exists in the relevant jurisdiction) in form and
substance satisfactory to Administrative Agent;




     (iv) within 90 days following the Closing Date, evidence acceptable to
Administrative Agent of payment by Borrower of all title insurance premiums, search
and examination charges, mortgage, filing and recording taxes, fees and related
charges required for the recording of the Mortgages and issuance of the title
insurance policies referred to in clause (vi) below;




     (v) within 90 days following the Closing Date, with respect to (a) each
Material Real Property located in the United States, a fully paid policy of title
insurance (or marked up commitment having the same effect of a title insurance
policy) or a binding commitment from the Title Company to issue such title insurance
each in the form approved by the Administrative Agent insuring the Lien of the
Mortgage encumbering such Material Real Property as a valid first priority Lien
(subject to this paragraph (v)) on the Material Real Property and fixtures described
therein. Each policy of title insurance (or marked up commitment having the same
effect of a title insurance policy) shall be in an amount reasonably satisfactory to
the Administrative Agent and shall (a) be issued by the Title Company, (b) include
such coinsurance and reinsurance arrangements (with provisions for direct access) as
shall be reasonably acceptable to Administrative Agent, (c) have been supplemented
by such endorsements or affirmative insurance (or, where such endorsements are not
available, opinions of special counsel or other professionals reasonably acceptable
to Administrative Agent) as shall be reasonably requested by Administrative Agent
and shall be available in the applicable jurisdiction at commercially reasonable
rates (including, without limitation, endorsements on matters relating to usury,
first loss, last dollar, zoning (or PZR report), revolving credit, doing business,
variable rate, address, separate tax lot, subdivision, tie in or cluster, deletion
of the creditors’ rights exclusion, contiguity, road access and so-called
comprehensive coverage over covenants and restrictions), (d) include such affidavits
and instruments of indemnifications by Borrower and the applicable Subsidiary as
shall be reasonably required to induce the Title Company to issue the policy or
policies (or commitment) and endorsements contemplated in this paragraph and (e)
contain no exceptions to title other than exceptions for Prior Liens, Permitted
Encumbrances and other exceptions reasonably acceptable to Administrative Agent.
With respect to the legal descriptions attached to the Mortgages encumbering the
Material Real Properties insured by the policies of title insurance described by
this clause (v), in the event the Administrative Agent determines that any Mortgage
does not include all of the real property which is owned by Borrower or a Material
Subsidiary at that particular site, then upon written notice


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of the Administrative Agent, Borrower or its Material Subsidiary shall execute
and deliver (at the sole cost and expense of Borrower) all necessary documentation,
including without limitation an amendment to the applicable Mortgage, to cause the
unencumbered portion of said real property to be included in such Mortgage;




     (vi) within 90 days following the Closing Date, American Land Title
Association/American Congress of Surveying and Mapping form surveys for each
Material Real Property for which all necessary fees (where applicable) have been
paid, and dated a date reasonably acceptable to the Administrative Agent, certified
to the Collateral Agent and the issuer of the title insurance policies in a manner
satisfactory to the Administrative Agent by a land surveyor duly registered and
licensed in the states in which the property described in such surveys is located
and acceptable to the Administrative Agent, showing all buildings and other
improvements, any off-site improvements, the location of any easements, parking
spaces, rights of way, building set-back lines and other dimensional regulations and
the absence of encroachments, either by such improvements or on to such property,
and other defects, other than encroachments and other defects acceptable to the
Administrative Agent; and




     (vii) within 90 days following the Closing Date, with respect to each Material
Real Property located in the United States, all such other items as shall be
reasonably necessary in the opinion of counsel to the Lenders to create a valid and
perfected first priority mortgage Lien on such Material Real Property subject only
to Permitted Encumbrances and Prior Liens. Without limiting the generality of the
foregoing, the Administrative Agent shall have received, on behalf of itself, the
Collateral Agent, the Lenders and each Issuing Bank within 90 days following the
Closing Date, opinions of local counsel for the Loan Parties in states in which the
Real Properties are located, with respect to the enforceability and validity of the
Mortgages and any related fixture filings in form and substance reasonably
satisfactory to the Administrative Agent.




     (i) the Borrower shall use commercially reasonable efforts to deliver to the
Collateral Agent, within 90 days following the Closing Date, mortgage release instruments in
form and substance reasonably satisfactory to the Collateral Agent evidencing the release as
of the Closing Date of all Liens in favor of JPMorgan Chase Bank, N.A. on Real Property of
the Borrower and its Subsidiaries in respect of Indebtedness being repaid on the Closing
Date; and




     (j) with respect to each of the items identified in this definition of
“Collateral and Guarantee Requirement” that are required to be delivered on a date after the
Closing Date, the Administrative Agent, in each case, may (in its sole discretion) extend
such date on two separate occasions by up to 30 days on each such occasion.



          “Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).



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          “Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving
Facility Commitment and Term B Loan Commitment and (b) with respect to any Swingline Lender, its
Swingline Commitment, as applicable.




          “Communications” shall have the meaning assigned to such term in Section 9.17.




          “Consolidated Debt” at any date shall mean (without duplication) all Indebtedness
consisting of Capital Lease Obligations, Indebtedness for borrowed money (other than letters of
credit to the extent undrawn) and Indebtedness in respect of the deferred purchase price of
property or services of the Borrower and its Subsidiaries determined on a consolidated basis on
such date plus any Receivables Net Investment.




          “Consolidated Net Debt” at any date shall mean Consolidated Debt of the Borrower and
its Subsidiaries determined on a consolidated basis on such date minus cash and Permitted
Investments of the Borrower and its Subsidiaries on such date.




          “Consolidated Net Income” shall mean, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its subsidiaries for such period, on a consolidated
basis; provided, however, that





     (i) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all
fees and expenses related thereto) or income or expenses or charges (including, without
limitation, any pension expense, casualty losses, severance expenses, facility closure
expenses, system establishment costs, relocation expenses and other restructuring expenses,
benefit plan curtailment expenses, bankruptcy reorganization claims, settlement and related
expenses and fees, expenses or charges related to any offering of Equity Interests of such
Person, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in
each case, whether or not successful), including all fees, expenses, charges and change of
control payments related to the Transaction), in each case, shall be excluded;
provided, that with respect to each nonrecurring item, the Borrower shall have
delivered to the Administrative Agent an officers’ certificate specifying and quantifying
such item and stating that such item is a nonrecurring item,




     (ii) any net after-tax income or loss from discontinued operations and any net
after-tax gain or loss on disposal of discontinued operations shall be excluded,




     (iii) any net after-tax gain or loss (including the effect of all fees and expenses or
charges relating thereto) attributable to business dispositions or asset dispositions other
than in the ordinary course of business (as determined in good faith by the Board of
Directors of the Borrower) shall be excluded,




     (iv) any net after-tax income or loss (including the effect of all fees and expenses or
charges relating thereto) attributable to the early extinguishment of indebtedness
(including obligations under Swap Agreements) shall be excluded,




     (v) (A) the Net Income for such period of any Person that is not a subsidiary of such
Person, or that is accounted for by the equity method of accounting, shall be included only
to the extent of the amount of dividends or distributions or other payments


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paid in cash (or to the extent converted into cash) to the referent Person or a
subsidiary thereof in respect of such period and (B) the Net Income for such period shall
include any dividend, distribution or other payment in respect of equity paid in cash by
such Person in excess of the amounts included in clause (A),




     (vi) the Net Income for such period of any subsidiary (that is not a Loan Party) of
such Person shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by such subsidiary of its Net Income is not at the date of
determination permitted without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation
applicable to that subsidiary or its stockholders or members, unless such restriction with
respect to the payment of dividends or in similar distributions has been legally waived
(provided that the net loss of any such subsidiary shall be included to the extent
funds are disbursed by such Person or any other subsidiary of such Person in respect of such
loss and that Consolidated Net Income of such Person shall be increased by the amount of
dividends or distributions or other payments that are actually paid in cash (or to the
extent converted into cash) by such subsidiary to the Borrower or another Subsidiary in
respect of such period to the extent not already included therein),




     (vii) Consolidated Net Income for such period shall not include the cumulative effect
of a change in accounting principles during such period,




     (viii) any noncash charges from the application of the purchase method of accounting in
connection with the Transactions or any future acquisition, to the extent such charges are
deducted in computing such Consolidated Net Income shall be excluded,




     (ix) accruals and reserves that are established within twelve months after the Closing
Date and that are so required to be established in accordance with GAAP shall be excluded,




     (x) any non-cash expenses (including, without limitation, write-downs and impairment of
property, plant, equipment and intangibles and other long-lived assets), and




     (xi) any long-term incentive plan accruals and any non-cash compensation expense
realized from grants of stock appreciation or similar rights, stock options or other rights
to officers, directors and employees of such Person or any of its subsidiaries shall be
excluded.



          “Consolidated Total Assets” shall mean, as of any date, the total assets of the
Borrower and the consolidated Subsidiaries, determined in accordance with GAAP, in each case as set
forth on the consolidated balance sheet of the Borrower as of such date.




          “Control” shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership



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of voting securities, by contract or otherwise, and “Controlling” and
“Controlled” shall have meanings correlative thereto.




          “Credit Event” shall have the meaning assigned to such term in Article IV.




          “Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount, not
less than zero, determined on a cumulative basis equal to the amount of Excess Cash Flow for all
Excess Cash Flow Periods ending after the Closing Date that is not (and, in the case of any Excess
Cash Flow Period where the respective required date of prepayment has not yet occurred pursuant to
Section 2.11(d), will not on such date of required prepayment be) required to be applied in
accordance with Section 2.11(d).




          “Cure Amount” shall have the meaning assigned to such term in Section 7.03(a).




          “Cure Right” shall have the meaning assigned to such term in Section 7.03(a).




          “Current Assets” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis at any date of determination, the sum of (a) all assets (other than cash and
Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified
on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date
of determination, other than amounts related to current or deferred Taxes based on income or
profits, and (b) in the event that a Permitted Receivables Financing is accounted for off-balance
sheet, (x) gross accounts receivable comprising part of the Receivables Assets subject to such
Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause
(x).




          “Current Liabilities” shall mean, with respect to the Borrower and its Subsidiaries on
a consolidated basis at any date of determination, all liabilities that would, in accordance with
GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current
liabilities at such date of determination, other than (a) the current portion of any debt or
Capital Lease Obligations, (b) accruals of Interest Expense (excluding Interest Expense that is due
and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals,
if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses
related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses,
pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA
included in clauses (a)(iv) through (a)(ix) of the definition of such term.




          “Debt Service” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal
amortization of Consolidated Debt for such period.




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




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




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




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          “Domestic Subsidiary” shall mean each Subsidiary that is not a Foreign
Subsidiary.




          “EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any period, the Consolidated Net Income of the Borrower and its Subsidiaries
for such period plus (a) the sum of (in each case without duplication and to the extent the
respective amounts described in subclauses (i) through (viii) of this clause (a) reduced such
Consolidated Net Income for the respective period for which EBITDA is being determined):





     (i) provision for Taxes based on income, profits, losses or capital of the Borrower and
its Subsidiaries for such period to the extent that such provision for taxes was deducted in
calculating Consolidated Net Income; adjusted for the tax effect of all adjustments made to
Consolidated Net Income),




     (ii) Interest Expense of the Borrower and its Subsidiaries for such period (net of
interest income of the Borrower and its Subsidiaries for such period),




     (iii) depreciation, amortization (including, without limitation, amortization of
intangibles and deferred financing fees) and other non-cash expenses (including, without
limitation write-downs and impairment of property, plant, equipment and intangibles and
other long-lived assets and the impact of purchase accounting on the Borrower and its
Subsidiaries for such period,




     (iv) the amount of any restructuring charges (which, for the avoidance of doubt, shall
include retention, severance, systems establishment cost or excess pension, other
post-employment benefits, curtailment or other excess charges); provided that with
respect to each such restructuring charge, the Borrower shall have delivered to the
Administrative Agent an officers’ certificate specifying and quantifying such expense or
charge and stating that such expense or charge is a restructuring charge,




     (v) any other non-cash charges,




     (vi) equity earnings losses in Affiliates unless funds have been disbursed to such
Affiliates by the Borrower or any Subsidiary of the Borrower,




     (vii) other non-operating expenses,




     (viii) the minority interest expense consisting of subsidiary income attributable to
minority equity interests of third parties in any non-Wholly Owned Subsidiary in such period
or any prior period, except to the extent of dividends declared or paid on Equity Interests
held by third parties, and




     (ix) accretion of asset retirement obligations in accordance with SFAS No. 143,
Accounting for Asset Retirement Obligations, and any similar accounting in prior periods;



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minus (b) the sum of (in each case without duplication and to the extent the respective
amounts described in subclause (i) of this clause (b) increased such Consolidated Net Income for
the respective period for which EBITDA is being determined):





     (i) noncash items increasing Consolidated Net Income of the Borrower and its
Subsidiaries for such period (but excluding any such items which represent the reversal in
such period of any accrual of, or cash reserve for, anticipated cash charges in any prior
period where such accrual or reserve is no longer required).



          For purposes of determining EBITDA under this Agreement, EBITDA may include additional
adjustments appropriate, in the reasonable determination of the Borrower as set forth in an
officers’ certificate of the chief financial officer of the Borrower, to reflect the adjustments as
set forth in Schedule 1.01(b).




          For purposes of determining EBITDA under this Agreement, EBITDA will be deemed to be U.S.
$12,998,000 for the three months ended March 31, 2005, U.S. $31,252,000 for the six months ended
June 30, 2005, and U.S. $48,577,000 for the nine months ended September 30, 2005.




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




          “Environmental Claim” shall mean any and all actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation, notices of liability or potential liability,
investigations, proceedings, consent orders or consent agreements relating in any way to any
Environmental Law or any Hazardous Material.




          “Environmental Law” shall mean, collectively, all federal, state, local or foreign
laws, including common law, ordinances, regulations, rules, codes, orders, judgments or other
requirements or rules of law that relate to (a) the prevention, abatement or elimination of
pollution, or the protection of the Environment, natural resources or human health, or natural
resource damages, and (b) the use, generation, handling, treatment, storage, disposal, Release,
transportation or regulation of or exposure to Hazardous Materials, including the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the
Endangered Species Act, 16 U.S.C. §§ 1531 et seq., the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Clean Air
Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act, 33 U.S.C. §§ 1251 et seq., the
Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the Emergency Planning and
Community Right to Know Act, 42 U.S.C. §§ 11001 et seq., each as amended, and their
foreign, state or local counterparts or equivalents.




          “Equity Financing” shall have the meaning assigned to such term in the third recital
hereto.




          “Equity Interests” of any Person shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests in (however




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designated) equity of such Person, including any preferred stock, any limited or general
partnership interest and any limited liability company membership interest.




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




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




          “ERISA Event” shall mean (a) any Reportable Event; (b) the existence with respect to
any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section
302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan, the failure to make by its due date a required installment under Section 412(m) of the
Code with respect to any Plan or the failure to make any required contribution to a Multiemployer
Plan; (d) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability
under Title IV of ERISA; (e) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or to appoint a trustee to administer any Plan under Section 4042 of ERISA, or the occurrence of
any event or condition which could be reasonably be expected to constitute grounds under ERISA for
the termination of, or the appointment of a trustee to administer, any Plan; (f) the incurrence by
the Borrower, any Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which could reasonably be expected to result in liability to the Borrower or Subsidiary.




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




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




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




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




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




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          “Event of Default” shall have the meaning assigned to such term in Section 7.01.




          “Excess Cash Flow” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any Excess Cash Flow Period, EBITDA of the Borrower and its Subsidiaries on
a consolidated basis for such Excess Cash Flow Period, minus, without duplication,





     (a) Debt Service for such Excess Cash Flow Period,




     (b) (i) any voluntary prepayments of Term B Loans during such Excess Cash
Flow Period, (ii) any permanent voluntary reductions during such Excess Cash Flow Period of
Revolving Facility Commitments to the extent that an equal amount of Revolving Facility
Loans was simultaneously repaid and (iii) any voluntary prepayment permitted hereunder of
term Indebtedness during such Excess Cash Flow Period to the extent not financed, or
intended to be financed, using the proceeds of the incurrence of Indebtedness or the
issuance of Equity Interests, so long as the amount of such prepayment is not already
reflected in Debt Service,




     (c) (i) Capital Expenditures by the Borrower and its Subsidiaries on a
consolidated basis during such Excess Cash Flow Period (excluding Capital Expenditures made
in such Excess Cash Flow Period where a certificate in the form contemplated by the
following clause (d) was previously delivered) that are paid in cash, and (ii) the aggregate
consideration paid in cash during such Excess Cash Flow Period in respect of Permitted
Business Acquisitions and other Investments permitted hereunder (less any amounts received
in respect thereof as a return of capital),




     (d) Capital Expenditures that the Borrower or any Subsidiary shall, during
such Excess Cash Flow Period, become obligated to make but that are not made during such
Excess Cash Flow Period, provided that the Borrower shall deliver a certificate to
the Administrative Agent not later than 90 days after the end of such Excess Cash Flow
Period, signed by a Responsible Officer of the Borrower and certifying that such Capital
Expenditures and the delivery of the related equipment will be made in the following Excess
Cash Flow Period,




     (e) Taxes paid in cash by the Borrower and its Subsidiaries on a consolidated
basis during such Excess Cash Flow Period or that will be paid within six months after the
close of such Excess Cash Flow Period (provided that any amount so deducted that
will be paid after the close of such Excess Cash Flow Period shall not be deducted again in
a subsequent Excess Cash Flow Period) and for which reserves have been established,
including income tax expense and withholding tax expense incurred in connection with
cross-border transactions involving the Foreign Subsidiaries,




     (f) an amount equal to any increase in Working Capital of the Borrower and
its Subsidiaries for such Excess Cash Flow Period,




     (g) cash expenditures made in respect of Swap Agreements during such Excess
Cash Flow Period, to the extent not reflected in the computation of EBITDA or Interest
Expense,



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     (h) permitted dividends or distributions or repurchases of its Equity
Interests paid in cash by the Borrower during such Excess Cash Flow Period and permitted
dividends paid by the Borrower or by any Subsidiary to any Person other than the Borrower or
any of the Subsidiaries during such Excess Cash Flow Period, in each case in accordance with
Section 6.06,




     (i) amounts paid in cash during such Excess Cash Flow Period on account of
(x) items that were accounted for as noncash reductions of Net Income in determining
Consolidated Net Income or as noncash reductions of Consolidated Net Income in determining
EBITDA of the Borrower and its Subsidiaries in a prior Excess Cash Flow Period and (y)
reserves or accruals established in purchase accounting,




     (j) to the extent not deducted in the computation of Net Proceeds in respect
of any asset disposition or condemnation giving rise thereto, the amount of any mandatory
prepayment of Indebtedness (other than Indebtedness created hereunder or under any other
Loan Document), together with any interest, premium or penalties required to be paid (and
actually paid) in connection therewith,




     (k) the amount related to items that were added to or not deducted from Net
Income in calculating Consolidated Net Income or were added to or not deducted from
Consolidated Net Income in calculating EBITDA to the extent such items represented a cash
payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess
Cash Flow Period), or an accrual for a cash payment, by the Borrower and its Subsidiaries or
did not represent cash received by the Borrower and its Subsidiaries, in each case on a
consolidated basis during such Excess Cash Flow Period,




plus, without duplication,




     (l) an amount equal to any decrease in Working Capital for such Excess Cash
Flow Period,




     (m) all proceeds received during such Excess Cash Flow Period of Capital
Lease Obligations, purchase money Indebtedness, Sale and Lease-Back Transactions pursuant to
Section 6.03 and any other Indebtedness, in each case to the extent used to finance any
Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no
corresponding deduction to Excess Cash Flow above in respect of the use of such Borrowings),




     (n) all amounts referred to in clause (c) above to the extent funded with the
proceeds of the issuance of Equity Interests of, or capital contributions to, the Borrower
after the Closing Date (to the extent not previously used to prepay Indebtedness (other than
Revolving Facility Loans or Swingline Loans), made in any investment or capital expenditure
or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any prior
Excess Cash Flow Period) or any amount that would have constituted Net Proceeds under clause
(a) of the definition of the term “Net Proceeds” if not so spent, in each case to the extent
there is a corresponding deduction from Excess Cash Flow above,



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     (o) to the extent any permitted Capital Expenditures and the corresponding
delivery of equipment referred to in clause (d) above do not occur in the Excess Cash Flow
Period of the Borrower specified in the certificate of the Borrower provided pursuant to
clause (d) above, the amount of such Capital Expenditures that were not so made in the
Excess Cash Flow Period of the Borrower specified in such certificates,




     (p) cash payments received in respect of Swap Agreements during such Excess
Cash Flow Period to the extent (i) not included in the computation of EBITDA or (ii) such
payments do not reduce Cash Interest Expense,




     (q) any extraordinary or nonrecurring gain realized in cash during such
Excess Cash Flow Period (except to the extent such gain consists of Net Proceeds subject to
Section 2.11(c)),




     (r) to the extent deducted in the computation of EBITDA, cash interest
income, and




     (s) the amount related to items that were deducted from or not added to Net
Income in connection with calculating Consolidated Net Income or were deducted from or not
added to Consolidated Net Income in calculating EBITDA to the extent either (x) such items
represented cash received by the Borrower or any Subsidiary thereof or (y) does not
represent cash paid by the Borrower or any Subsidiary thereof, in each case on a
consolidated basis during such Excess Cash Flow Period.



          “Excess Cash Flow Period” shall mean (i) the period taken as one accounting period
beginning on January 1, 2006 and ending on December 31, 2006, and (ii) each fiscal year of the
Borrower ended thereafter.




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




          “Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred under
Section 6.01 (other than Sections 6.01(o) and (r)).




          “Excluded Taxes” shall mean, with respect to any Agent, any Lender, any Issuing Bank
or any other recipient of any payment to be made by or on account of any obligation of any Loan
Party hereunder, (a) income or franchise taxes imposed on (or measured by) its net income or net
profits by the United States of America or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office (or other fixed place of business) is
located or, in the case of any Lender or Issuing Bank, in which its applicable lending office is
located or any jurisdiction in which such recipient is otherwise engaged in a trade or business as a
result of transactions unrelated to the Loan Documents (except to the extent such tax is imposed
because of a connection between a Loan Party and the jurisdiction imposing the tax), (b) any branch
profits tax or any similar tax that is imposed by any jurisdiction described in clause (a) above
and (c) other than in the case of an assignee pursuant to a request by such Loan Party under
Section 2.19(b), any withholding tax imposed by the United States or by the jurisdiction under the
laws of which such Loan Party is organized or in which its principal office (or other fixed place
of business) is located that is in effect and would apply to amounts payable hereunder to such
Lender or Issuing Bank or other recipient at the time such Lender or Issuing Bank or other




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recipient becomes a party to any Loan Document (or designates a new lending office), except to the
extent that such Lender or Issuing Bank or other recipient (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive additional amounts
from a Loan Party with respect to such withholding tax pursuant to Section 2.17(a) or Section
2.17(c), and (d) any withholding taxes attributable to such Lender’s or such other recipient’s
failure (other than as a result of a Change in Law) to comply with Section 2.17(e);
provided, however, that the term “Excluded Taxes” shall not include any taxes that
are imposed or otherwise due as a result of any action undertaken by one or more of such Agent,
Lender or Issuing Bank to collect funds due hereunder or under any other Loan Document or enforce
or exercise its rights or pursue any remedy provided hereunder or under any other Loan Document.




          “Facility” shall mean the respective facility and commitments utilized in making Loans
and credit extensions hereunder, it being understood that as of the date of this Agreement there
are two Facilities, i.e., the Tranche B Facility and the Revolving Facility.




          “Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded
upward, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average (rounded upward, if necessary, to the
next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.




          “Fee Letter” shall mean that certain Fee Letter dated August 2, 2005 by and among
Holdings, the Administrative Agent and the Joint Lead Arrangers.




          “Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank
Fees and the Administrative Agent Fees.




          “Financial Officer” of any Person shall mean the Chief Financial Officer, principal
accounting officer, Treasurer, Assistant Treasurer or Controller of such Person.




          “Financial Performance Covenants” shall mean the covenants of the Borrower set forth
in Sections 6.11 and 6.12.




          “Foreign Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than the United States of America. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.




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




          “Fund Affiliate” shall mean (i) each Affiliate of the Funds that is neither a
portfolio company nor a company controlled by a portfolio company and (ii) each general




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partner of the Funds or any Fund Affiliate who is a partner or employee of First Reserve Corporation.




          “Funds” shall have the meaning assigned to such term in the first recital hereto.




          “GAAP” shall mean generally accepted accounting principles in effect from time to time
in the United States, applied on a consistent basis, subject to the provisions of Section 1.02.




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




          “Guarantee” of or by any Person (the “guarantor”) shall mean (a) any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to
purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of such Indebtedness,
(ii) to purchase or lease property, securities or services for the purpose of assuring the owner of
such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness, (iv) entered into for the purpose of assuring in any other manner
the holders of such Indebtedness of the payment thereof or to protect such holders against loss in
respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness, or (b) any Lien on any assets of the
guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder
of Indebtedness to be secured by such a Lien) of any other Person, whether or not such Indebtedness
is assumed by the guarantor; provided, however, that the term “Guarantee” shall not
include endorsements for collection or deposit, in either case in the ordinary course of business,
or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in
connection with any acquisition or disposition of assets permitted under this Agreement.




          “Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals,
materials, substances and constituents, including, without limitation, explosive or radioactive
substances or petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls or radon gas, of any nature, in each case subject to regulation or
which can give rise to liability under any Environmental Law.




          “Holdings” shall have the meaning assigned to such term in the introductory paragraph
of this Agreement.




          “Holdings LLC Agreement” shall mean the operating agreement entered into by Holdings
dated as of August 1, 2005




          “Improvements” shall have the meaning assigned to such term in the Mortgages.




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          “Increased Amount Date” shall have the meaning assigned to such term in Section 2.20.




          “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property or assets purchased by such Person, (d) all
obligations of such Person issued or assumed as the deferred purchase price of property or services
(other than trade liabilities and intercompany liabilities incurred in the ordinary course of
business and maturing within 365 days after the incurrence thereof), (e) all Guarantees by such
Person of Indebtedness of others, (f) all Capital Lease Obligations of such Person, (g) 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 outstanding Swap Agreements (such
payments in respect of any Swap Agreement with a counterparty being calculated net of amounts owing
to such Person by such counterparty in respect of other Swap Agreements), (h) the principal
component of all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit (other than any letters of credit, bank guarantees or similar
instrument in respect of which a back-to-back letter of credit has been issued under or permitted
by this Credit Agreement) and (i) the principal component of all obligations of such Person in
respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of
any partnership in which such Person is a general partner, other than to the extent that the
instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person
in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of
any Permitted Receivables Financing.




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




          “Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).




          “Information Memorandum” shall mean (a) the Confidential Information Memorandum dated
September 21, 2005, as modified or supplemented prior to the Closing Date, and (b) the Offering
Memorandum.




          “Initial Lenders” means the banks, financial institutions and other institutional
lenders listed on the signature pages hereof as the Initial Lenders.




          “Interest Coverage Ratio” shall have the meaning assigned to such term in Section
6.11.




          “Interest Election Request” shall mean a request by the Borrower to convert or
continue a Term B Borrowing or a Revolving Facility Borrowing in accordance with Section 2.07.




          “Interest Expense” shall mean, with respect to any Person for any period, the sum of
(a) gross interest expense of such Person for such period on a consolidated basis, including (i)
the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect
to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent
included in interest expense, (iii) the portion of any payments or accruals with respect to Capital




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Lease Obligations allocable to interest expense and (iv) commissions, discounts, yield and other
fees and charges incurred in connection with any Permitted Receivables Financing which are payable
to any Person other than the Borrower or a Subsidiary Loan Party, and (b) capitalized interest of
such Person. For purposes of the foregoing, gross interest expense shall be determined after
giving effect to any net payments made or received and costs incurred by the Borrower and its
Subsidiaries with respect to Swap Agreements.




          “Interest Payment Date” shall mean (a) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each
day that would have been an Interest Payment Date had successive Interest Periods of three months’
duration been applicable to such Borrowing and, in addition, the date of any refinancing or
conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any
ABR Loan, the last day of each calendar quarter and (c) with respect to any Swingline Loan, the day
that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).




          “Interest Period” shall mean, as to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2,
3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing, all Lenders
make interest periods of such length available), as the Borrower may elect, or the date any
Eurodollar Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or
prepaid in accordance with Section 2.09, 2.10 or 2.11, provided, unless the Administrative
Agent shall otherwise agree, that prior to the earlier of the 31st day after the Closing Date and
the date on which the Administrative Agent has notified the Borrower that the primary syndication
of the Facilities has been completed, the Borrower shall only be permitted to request Interest
Periods of seven days (it being understood that notwithstanding anything else in this Agreement to
the contrary, if on the last day of any such seven day Interest Period the primary syndication of
the Facilities shall not have been completed, a new seven day Interest Period will begin on such
day with respect to each such Borrowing and no notice by the Borrower shall be required with
respect thereto); provided further, however, that if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day of an Interest
Period to but excluding the last day of such Interest Period.




          “Issuing Bank” shall mean Citibank, N.A. and each other Issuing Bank designated
pursuant to Section 2.05(k), in each case in its capacity as an issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of
such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.




          “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).




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          “Joint Lead Arrangers” shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.




          “L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank
pursuant to a Letter of Credit, including, for the avoidance of doubt, a payment or disbursement
made by an Issuing Bank pursuant to a Letter of Credit upon or following the reinstatement of such
Letter of Credit.




          “L/C Participation Fee” shall have the meaning assigned such term in Section 2.12(b).




          “Lender” shall mean each financial institution listed on Schedule 2.01, as
well as any Person that becomes a “Lender” hereunder pursuant to Section 9.04.




          “Lender Default” shall mean (i) the refusal (which has not been retracted) of a Lender
to make available its portion of any Borrowing, to acquire participations in a Swingline Loan
pursuant to Section 2.04 or to fund its portion of any unreimbursed payment under Section 2.05(e),
or (ii) a Lender having notified in writing the Borrower and/or the Administrative Agent that it
does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06.




          “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05.




          “Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated Net Debt as of
such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most
recently ended as of such date, all determined on a consolidated basis in accordance with GAAP;
provided that to the extent any Asset Disposition or any Asset Acquisition (or any similar
transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to
Section 6.04 or Section 6.05) or incurrence or repayment of Indebtedness (excluding normal
fluctuations in revolving Indebtedness incurred for working capital purposes) has occurred during
the relevant Test Period, EBITDA shall be determined for the respective Test Period on a Pro Forma
Basis for such occurrences.




          “LIBO Rate” means in relation to any Eurodollar Borrowing:





     (a) the applicable Screen Rate; or




     (b) (if no Screen Rate is available for the currency or Interest Period of that
Eurodollar Borrowing) the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Administrative Agent at its request quoted by Citicorp North
America, Inc. to leading banks in the London interbank market,


as of 11:00 am London time on the Quotation Day for the offering of deposits in the currency of
that Eurodollar Borrowing and for a period comparable to the Interest Period for that Eurodollar
Borrowing.




          “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title




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retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities (other than securities
representing an interest in a joint venture that is not a Subsidiary), any purchase option, call or
similar right of a third party with respect to such securities.




          “Loan Documents” shall mean this Agreement, the Letters of Credit, the Security
Documents and any promissory note issued under Section 2.09(e).




          “Loan Parties” shall mean Holdings, the Borrower and each Subsidiary Loan Party.




          “Loans” shall mean the Term B Loans, the Revolving Facility Loans and the Swingline
Loans (and shall include any Replacement Term B Loans and any Loans under the New Revolving
Facility Commitments or New Term B Commitments).




          “Majority Lenders” of any Facility shall mean, at any time, Lenders under such
Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans
outstanding under such Facility and unused Commitments under such Facility at such time. The Loans
and Commitment of any Defaulting Lender shall be disregarded in determining Majority Lenders at any
time.




          “Management Group” shall mean the group consisting of the directors, executive
officers and other management personnel of Holdings or the Borrower, as the case may be, on the
Closing Date together with (1) any new directors whose election by such boards of directors or
whose nomination for election by the shareholders of Holdings or the Borrower, as the case may be,
was approved by a vote of a majority of the directors of Holdings or the Borrower, as the case may
be, then still in office who were either directors on the Closing Date or whose election or
nomination was previously so approved and (2) executive officers and other management personnel of
Holdings or the Borrower, as the case may be, hired at a time when the directors on the Closing
Date together with the directors so approved constituted a majority of the directors of Holdings or
the Borrower, as the case may be.




          “Management Notes” shall mean the subordinated notes issued by the Borrower, any
Subsidiary or any Parent Company to existing or former employees, officers, consultants or
directors of the Borrower, any Subsidiary or any Parent Company in consideration for such Person’s
Equity Interests in the Borrower, any Subsidiary or any Parent Company, in each case
subordinated to the Obligations on terms and conditions reasonably satisfactory to the
Administrative Agent.




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




          “Material Adverse Effect” shall mean the existence events, conditions and/or
contingencies that have had or are reasonably likely to have (a) a materially adverse effect on the
business, operations, properties, assets or financial condition of the Borrower and the
Subsidiaries, taken as a whole, or (b) a material impairment of the validity or enforceability of,
or a material impairment of the material rights, remedies or benefits available to the Lenders, any
Issuing Bank, the Administrative Agent or the Collateral Agent under, any Loan Document;
provided that, solely for purposes of determining whether or not there has been a Material




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Adverse Effect on the Closing Date, “Material Adverse Effect” shall mean any change,
condition, circumstance or effect that is, or is reasonably likely to be, materially adverse to the
assets and liabilities (taken together), business, financial condition or results of operations of
the Borrower and its Subsidiaries, taken as a whole, other than any changes, conditions,
circumstances or effects (i) that are the result of (A) economic factors affecting the economy or
financial markets as a whole or generally affecting any of the industries and markets in which
Holdings or any of its subsidiaries operates, (B) natural disasters, acts of war, sabotage or
terrorism, military actions or the escalation thereof, (C) any change in applicable laws, rules or
regulations or accounting rules or (D) actions contemplated by the parties in connection with the
Acquisition Agreement or the announcement or performance of the Acquisition Agreement, except that
the exclusions set forth in clauses (A), (B) and (C) shall only be effective if Holdings and its
subsidiaries, taken as a whole, are not substantially disproportionately impacted in financial
terms by such events when compared to other companies in the industries in which Holdings and its
subsidiaries operate or (ii) expressly disclosed in the Company SEC Reports (as defined in the
Acquisition Agreement) filed prior to August 2, 2005 and/or the Company Disclosure Schedule (as
defined in the Acquisition Agreement) as of August 2, 2005 or of which the Initial Lenders have
actual knowledge as of August 2, 2005.




          “Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of
Credit) of any one or more of the Borrower or any Subsidiary in an aggregate principal amount
exceeding U.S.$12.5 million.




          “Material Real Property” shall mean any Real Property owned by a Loan Party on the
Closing Date having a fair market value exceeding U.S.$5.0 million and any after-acquired Real
Property owned by a Loan Party having a gross purchase price exceeding U.S.$5.0 million at the time
of acquisition.




          “Material Subsidiary” shall mean each Subsidiary of the Borrower now existing or
hereafter acquired or formed by the Borrower which, on a consolidated basis for such Subsidiary and
its Subsidiaries, (a) for the applicable Calculation Period accounted for more than 1.5% of the
consolidated revenues of the Borrower and its Subsidiaries or (b) as of the last day of such
Calculation Period, was the owner of more than 1.5% of the Consolidated Total Assets of the
Borrower and its Subsidiaries; provided that at no time shall the total assets of all
Subsidiaries that are not Material Subsidiaries exceed, for the applicable Calculation Period, 5.0%
of the Consolidated Total Assets of the Borrower and its Subsidiaries.




          “Maximum Rate” shall have the meaning assigned to such term in Section 9.09.




          “Moody’s” shall mean Moody’s Investors Service, Inc.




          “Mortgaged Properties” shall mean all Material Real Property that shall be subject to
a Mortgage that is delivered pursuant to the terms of this Agreement.




          “Mortgages” shall mean the mortgages, deeds of trust, assignments of leases and rents
and other security documents delivered on the Closing Date pursuant to Section 4.02(e) or after the
Closing Date pursuant to Section 5.10, as amended, supplemented or otherwise modified from time to
time, with respect to Mortgaged Properties, each substantially in the form




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of Exhibit D, with such changes thereto as shall be acceptable to the Collateral Agent, including all such
changes as may be required to account for local law matters.




          “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3)
of ERISA subject to the provisions of Title IV of ERISA and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA.




          “Net Income” shall mean, with respect to any Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends.




          “Net Proceeds” shall mean:





     (a) 100% of the cash proceeds actually received by the Borrower or any
Wholly-Owned Subsidiary (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise and including casualty insurance settlements and condemnation
awards, but only as and when received) from any loss, damage, destruction or condemnation
of, or any sale, transfer or other disposition (including any sale and leaseback of assets)
to any Person of any asset or assets of the Borrower or any Subsidiary (other than those
pursuant to Section 6.05(a), (b), (c), (e), (f), (g), (i), (j) or (l)), net of (i)
attorneys’ fees, accountants’ fees, investment banking fees, sales commissions, survey
costs, title insurance premiums, and related search and recording charges, transfer taxes,
deed or mortgage recording taxes, required debt payments and required payments of other
obligations relating to the applicable asset (other than pursuant hereto or pursuant to the
Senior Subordinated Notes or any Permitted Senior Debt Securities or Permitted Subordinated
Debt Securities) and any cash reserve for adjustment in respect of the sale price of such
asset established in accordance with GAAP, including without limitation, pension and
post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction, other customary
expenses and brokerage, consultant and other customary fees actually incurred in connection
therewith and (ii) Taxes paid or payable as a result thereof, provided that, except
in the case of the sale, transfer or other disposition of an asset or group of related
assets resulting in Net Proceeds in excess of U.S.$25.0 million, if no Event of Default
exists and the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent
promptly following receipt of any such proceeds setting forth the Borrower’s intention to
use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade
or repair assets useful in the business or otherwise invest in the business of the Borrower
and the Subsidiaries, or make investments pursuant to Section 6.04(j), in each case within
12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds
except to the extent (1) not so used within such 12-month period and (2) not contracted to
be used within such 12-month period and not used within 18 months of such receipt, and
provided further that (x) no proceeds realized in a single transaction or
series of related transactions shall constitute Net Proceeds unless such proceeds shall
exceed U.S.$2.5 million and (y) no proceeds shall constitute Net Proceeds in any fiscal



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year until the aggregate amount of all such proceeds in such fiscal year shall exceed U.S.$5.0
million, and




     (b) 100% of the cash proceeds from the incurrence, issuance or sale by the
Borrower or any Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of
all taxes and fees (including investment banking fees), commissions, costs and other
expenses, in each case incurred in connection with such issuance or sale.


For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and
expenses payable to the Borrower or any of its Affiliates shall be disregarded, except for
financial advisory fees customary in type and amount paid to Affiliates of the Funds.




          “New Commitments” shall have the meaning assigned to such term in Section 2.20.




          “New Lender” shall have the meaning assigned to such term in Section 2.21.




          “New Revolving Facility Commitments” shall have the meaning assigned to such term in
Section 2.20.




          “New Revolving Facility Lender” shall have the meaning assigned to such term in
Section 2.20.




          “New Term B Commitments” shall have the meaning assigned to such term in Section 2.20.




          “New Term B Lender” shall have the meaning assigned to such term in Section 2.20.




          “New Term B Loan” shall have the meaning assigned to such term in Section 2.20.




          “Non-Consenting Lender” shall have the meaning assigned to such term in Section
2.19(c).




          “Obligations” shall mean all amounts owing to any of the Agents or any Lender pursuant
to the terms of this Agreement or any other Loan Document.




          “Offering Memorandum” shall mean the Offering Memorandum, dated September 30, 2005, in
respect of the Senior Subordinated Notes.




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




          “Parent Company” shall have the meaning assigned to such term in clause (c) of the
definition of “Change in Control” in Section 1.01.




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          “Participant” shall have the meaning assigned to such term in Section 9.04(c).




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




          “Perfection Certificate” shall mean a certificate in the form of Annex I to the
Collateral Agreement or any other form approved by the Collateral Agent.




          “Permitted Business Acquisition” shall mean any acquisition of all or substantially
all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a
Person or division or line of business of a Person (or any subsequent investment made in a Person,
division or line of business previously acquired in a Permitted Business Acquisition) if (a) such
acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer and (b)
immediately after giving effect thereto: (i) no Event of Default shall have occurred and be
continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in
accordance with applicable laws; and (iii) (A) the Borrower and its Subsidiaries shall be in
compliance, on a Pro Forma Basis after giving effect to such acquisition or formation, with the
covenants contained in Sections 6.11 and 6.12 recomputed as at the last day of the most recently
ended fiscal quarter of the Borrower and its Subsidiaries, and the Borrower shall have delivered to
the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect,
together with all relevant financial information for such Subsidiary or assets, and (B) any
acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for
Indebtedness permitted by Section 6.01).




          “Permitted Business Acquisition Step-Up Period” shall mean (a) any period commencing
on the first day on which the Leverage Ratio on a Pro Forma Basis is less than 4.25 to 1.00 (but
greater than or equal to 3.25 to 1.00) and ending on the first day thereafter on which the Leverage
Ratio on a Pro Forma Basis is either (i) greater than or equal to 4.25 to 1.00 or (ii) less than
3.25 to 1.00 or (b) any period commencing on the first day on which the Leverage Ratio on a Pro
Forma Basis is less than 3.25 to 1.00 and ending on the first day thereafter on which the Leverage
Ratio on a Pro Forma Basis is greater than or equal to 3.25 to 1.00.




          “Permitted Cure Security” shall mean (i) a common equity security of the Borrower or,
if the proceeds of such security are contributed to the Borrower, a Parent Company or (ii) any
other equity security of the Borrower or, if the proceeds of such security are contributed to the
Borrower, a Parent Company, having no mandatory redemption, repurchase or similar requirements
prior to 91 days after the Term B Maturity Date, and upon which all
dividends or distributions (if any) shall be payable solely in additional shares of such
equity security.




          “Permitted Encumbrances” shall mean (i) with respect to each Real Property, those
Liens and other encumbrances permitted by paragraphs (b), (d), (e), (h), (k), (m) and (o) of
Section 6.02 and (ii) with respect to each Real Property acquired after the Closing Date, those
Liens and other encumbrances permitted by paragraphs (b), (d), (e), (h), (k), (m) and (o) of
Section 6.02, provided, however, that in the case of those Liens and other
encumbrances permitted by clause (o) of Section 6.02 and as described in clauses (i) and (ii) of
this definition, in the event any Loan Party shall constitute the lessor under any such lease or
sublease, no Lien




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created or permitted to be incurred thereby shall be permitted hereunder except
to the extent such Lien would otherwise constitute a Permitted Encumbrance.




          “Permitted Holder” shall mean each of (i) the Funds and the Fund Affiliates and (ii)
with respect to not more than 15% of the total voting power of the Equity Interests of the
Borrower, the Management Group.




          “Permitted Investments” shall mean:





     (a) direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof, in each case
with maturities not exceeding two years;




     (b) time deposit accounts, certificates of deposit and money market deposits maturing
within 180 days of the date of acquisition thereof issued by a bank or trust company that is
organized under the laws of the United States of America, or any state thereof having
capital, surplus and undivided profits in excess of U.S.$500.0 million and whose long-term
debt, or whose parent holding company’s long-term debt, is rated A (or such similar
equivalent rating or higher) by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act);




     (c) repurchase obligations with a term of not more than 180 days for underlying
securities of the types described in clause (a) above entered into with a bank meeting the
qualifications described in clause (b) above;




     (d) commercial paper, maturing not more than one year after the date of acquisition,
issued by a corporation (other than an Affiliate of the Borrower) organized and in existence
under the laws of the United States of America or any foreign country recognized by the
United States of America with a rating at the time as of which any investment therein is
made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P;




     (e) securities with maturities of two years or less from the date of acquisition issued
or fully guaranteed by any State, commonwealth or territory of the United States of America,
or by any political subdivision or taxing authority thereof, and rated at least A by S&P or
A-2 by Moody’s;




     (f) shares of mutual funds whose investment guidelines restrict 95% of such funds’
investments to those satisfying the provisions of clauses (a) through (e) above;




     (g) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under
the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii)
have portfolio assets of at least U.S.$500.0 million; and




     (h) time deposit accounts, certificates of deposit and money market deposits in an
aggregate face amount not in excess of 1/2 of 1% of the total assets of the Borrower and the
Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently
completed fiscal year.



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          “Permitted Receivables Documents” shall mean all documents and agreements evidencing,
relating to or otherwise governing a Permitted Receivables Financing.




          “Permitted Receivables Financing” shall mean one or more transactions pursuant to
which (i) Receivables Assets or interests therein are sold to or financed by one or more Special
Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance
their acquisition of such Receivables Assets or interests therein, or the financing thereof, by
selling or borrowing against such Receivables Assets; provided that (A) recourse to the
Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) and any
obligations or agreements of the Borrower or any Subsidiary (other than the Special Purpose
Receivables Subsidiaries) in connection with such transactions shall be limited to the extent
customary for similar transactions in the applicable jurisdictions (including, to the extent
applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion
with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose
Receivables Subsidiary), (B) the aggregate Receivables Net Investment since the Closing Date shall
not exceed U.S.$50.0 million at any time, (C) the Board of Directors of the Borrower shall have
determined in good faith that each such Permitted Receivables Financing (including financing terms,
covenants, termination events and other provisions) is in the aggregate economically fair and
reasonable to the Borrower and the applicable Special Purpose Receivables Subsidiary, (D) all sales
of Receivables Assets or interests therein to any Special Purpose Receivables Subsidiary are made
at fair market value (as determined in good faith by the Borrower), and (E) the financing terms,
covenants, termination events and other provisions thereof will be market terms (as determined in
good faith by the Borrower) and may include representations, warranties, covenants, indemnities and
guarantees of performance which the Borrower has determined in good faith to be customary in a
receivables financing including, without limitation, those relating to the servicing of the assets
of a Special Purpose Receivables Subsidiary, it being understood and agreed that any obligation of
a seller of receivables to repurchase receivables arising as a result of a breach of a
representation, warranty or covenant or otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a
result of any action taken by, any failure to take action by or by other event relating to the
seller, shall be deemed customary.




          “Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund
(collectively, to “Refinance”), the Indebtedness being Refinanced (or previous
refinancings thereof constituting Permitted Refinancing Indebtedness); provided that
(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon), (b) the average life
to maturity of such Permitted Refinancing Indebtedness is greater than or equal to that of the
Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of
payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be
subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders
as those contained in the documentation governing the Indebtedness being Refinanced, (d) no
Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or
security, than the Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced is
secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or




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otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in
respect of working capital facilities of Foreign Subsidiaries otherwise permitted under this
Agreement only, any collateral pursuant to after-acquired property clauses to the extent any such
collateral secured the Indebtedness being Refinanced) on terms no less favorable to the Secured
Parties than those contained in the documentation governing the Indebtedness being Refinanced.




          “Permitted Senior Debt Securities” shall mean unsecured senior notes issued by the
Borrower, (i) the terms of which do not provide for any scheduled repayment, mandatory redemption
or sinking fund obligation prior to the Term B Maturity Date, (ii) the covenants (other than the
lien covenant and the subsidiary debt covenant), events of default, subsidiary guarantees and other
terms of which (other than interest rate and redemption premiums), taken as a whole, are not more
restrictive to the Borrower and its Subsidiaries than those in the Senior Subordinated Notes, (iii)
the lien covenant and the subsidiary debt covenant are on market terms for similar issuers at the
time of issuance and (iv) of which no subsidiary of the Domestic Subsidiary (other than a
Subsidiary Loan Party) is an obligor under such notes that is not an obligor under the Senior
Subordinated Notes.




          “Permitted Subordinated Debt Securities” shall mean unsecured subordinated notes
issued by the Borrower, (i) the terms of which do not provide for any scheduled repayment,
mandatory redemption or sinking fund obligation prior to the date on which the final maturity of
the Senior Subordinated Notes occurs (as in effect on the Closing Date), (ii) the covenants, events
of default, Subsidiary guarantees and other terms of which (other than interest rate and redemption
premiums), taken as a whole, are not more restrictive to the Borrower and its Subsidiaries than
those in the Senior Subordinated Notes and (iii) of which no Subsidiary of the Domestic Subsidiary
(other than a Subsidiary Loan Party) is an obligor under such notes that is not an obligor under
the Senior Subordinated Notes.




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




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




          “Platform” shall have the meaning assigned to such term in Section 9.17(b).




          “Pledged Collateral” shall have the meaning assigned to such term in the applicable
Collateral Agreement.




          “primary obligor” shall have the meaning given such term in the definition of the term
“Guarantee.”




          “Prior Liens” shall mean Liens that, pursuant to the provisions of any Security
Document, are or may be superior to the Lien of such Security Document.




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          “Pro Forma Adjusted EBITDA” shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, the EBITDA for such period adjusted (a) as
required or permitted by Regulation S-X of the Securities Act, (b) to reflect Holdings’ good faith
estimate of the additional costs that would have been incurred by the Borrower (i) as a stand-alone
entity and/or (ii) to implement the Borrower’s business plan previously described to the Joint Lead
Arrangers (in each case such adjustments shall be in form and substance reasonably satisfactory to
the Joint Lead Arrangers) and (c) as shall be reasonably acceptable to the Joint Lead Arrangers;
provided that Pro Forma Adjusted EBITDA shall be calculated in a manner consistent with Schedule
1.01(b) and such manner of calculation is acceptable to the Joint Lead Arrangers.




          “Pro Forma Basis” shall mean, as to any Person, for any events as described in clauses
(i) and (ii) below that occur subsequent to the commencement of a period for which the financial
effect of such events is being calculated, and giving effect to the events for which such
calculation is being made, such calculation as will give pro forma effect to such
events as if such events occurred on the first day of the four consecutive fiscal quarter period
ended on or before the occurrence of such event (the “Reference Period”):





     (i) in making any determination of EBITDA, pro forma effect shall be
given to any Asset Disposition and to any Asset Acquisition (or any similar transaction or
transactions that require a waiver or consent of the Required Lenders pursuant to Section
6.04 or 6.05), in each case that occurred during the Reference Period (or, in the case of
determinations made pursuant to the definition of the term “Asset Acquisition,” occurring
during the Reference Period or thereafter and through and including the date upon which the
respective Asset Acquisition is consummated); and




     (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including
Indebtedness incurred or assumed and for which the financial effect is being calculated,
whether incurred under this Agreement or otherwise, but excluding normal fluctuations in
revolving Indebtedness incurred for working capital purposes and amounts outstanding under
any Permitted Receivables Financing, in each case, not to finance any acquisition) incurred
or permanently repaid during the Reference Period (or, in the case of determinations made
pursuant to the definition of the term “Asset Acquisition,” occurring during the Reference
Period or thereafter and through and including the date upon which the respective Asset Acquisition is consummated) shall be deemed to have
been incurred or repaid at the beginning of such period and (y) Interest Expense of such
Person attributable to interest on any Indebtedness, for which pro forma
effect is being given as provided in preceding clause (x), bearing floating interest rates
shall be computed on a pro forma basis as if the rates that would have been
in effect during the period for which pro forma effect is being given had
been actually in effect during such periods.


Pro forma calculations made pursuant to the definition of the term “Pro Forma
Basis” shall be determined in good faith by a Responsible Officer of the Borrower and, for any
fiscal period ending on or prior to the first anniversary of an Asset Acquisition or Asset
Disposition (or any similar transaction or transactions that require a waiver or consent of the
Required Lenders pursuant to Section 6.04 or 6.05), may include adjustments to reflect operating
expense




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reductions and other operating improvements or synergies reasonably expected to result from
such Asset Acquisition, Asset Disposition or other similar transaction, to the extent that the
Borrower delivers to the Administrative Agent (i) a certificate of a Financial Officer of the
Borrower setting forth such operating expense reductions and other operating improvements or
synergies and (ii) information and calculations supporting in reasonable detail such estimated
operating expense reductions and other operating improvements or synergies.




          “Projections” shall mean the projections of the Borrower and its Subsidiaries included
in the Information Memorandum and any other projections and any forward-looking statements
(including statements with respect to booked business) of such entities furnished to the Lenders or
the Administrative Agent by or on behalf of the Borrower or any of its Subsidiaries prior to the
Closing Date.




          “Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period.




          “Real Property” shall mean, collectively, all right, title and interest of the
Borrower or any other Subsidiary in and to any and all parcels of real property owned or operated
by the Borrower or any other Subsidiary together with all Improvements and appurtenant fixtures,
equipment, personal property, easements and other property and rights incidental to the ownership,
lease or operation thereof.




          “Receivables Assets” shall mean accounts receivable (including any bills of exchange)
and related assets and property from time to time originated, acquired or otherwise owned by the
Borrower or any Subsidiary.




          “Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders
or purchasers under any Permitted Receivables Financing in connection with their purchase of, or
the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced
from time to time by collections with respect to such Receivables Assets or otherwise in accordance
with the terms of the Permitted Receivables Documents; provided, however, that if
all or any part of such Receivables Net Investment shall have been reduced by application of any
distribution and thereafter such distribution is rescinded or must otherwise be returned for any
reason, such Receivables Net Investment shall be increased by the amount of such distribution, all
as though such distribution had not been made.




          “Reference Period” shall have the meaning assigned to such term in the definition of
the term “Pro Forma Basis.”




          “Refinance” shall have the meaning assigned to such term in the definition of the term
“Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative
thereto.




          “Refinanced Term B Loans” shall have the meaning assigned to such term in Section
9.08(e).




          “Register” shall have the meaning assigned to such term in Section 9.04(b).




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




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




          “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Release” shall mean any placing, spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or depositing
in, into or onto the Environment.




          “Remaining Present Value” shall mean, as of any date with respect to any lease, the
present value as of such date of the scheduled future lease payments with respect to such lease,
determined with a discount rate equal to a market rate of interest for such lease reasonably
determined at the time such lease was entered into.




          “Replacement Term B Loans” shall have the meaning assigned to such term in Section
9.08(e).




          “Reportable Event” shall mean any reportable event as defined in Section 4043(c) of
ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice
period has been waived, with respect to a Plan.




          “Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than
Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, and (d)
Available Unused Commitments, that taken together, represent more than 50% of the sum of (w) all
Loans (other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline
Exposures, and (z) the total Available Unused Commitments at such time. The Loans, Revolving L/C
Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be
disregarded in determining Required Lenders at any time.




          “Required Percentage” shall mean, with respect to an Excess Cash Flow Period, (i) 75%,
if the Leverage Ratio at the end of such Excess Cash Flow Period is greater than 4.75 to 1.00, (ii)
50%, if the Leverage Ratio at the end of such Excess Cash Flow Period is greater than 3.75 to 1.00
but less than or equal to 4.75 to 1.00, (iii) 25%, if the Leverage Ratio at the end of such Excess
Cash Flow Period is greater than 2.75 to 1.00 and equal to or less than 3.75 to 1.00, and (iv) 0%,
if the Leverage Ratio at the end of such Excess Cash Flow Period is equal to or less than 2.75 to
1.00.




          “Responsible Officer” of any Person shall mean any executive officer or Financial
Officer of such Person and any other officer or similar official thereof responsible for the
administration of the obligations of such Person in respect of this Agreement.




          “Revolving Facility” shall mean the Revolving Facility Commitments and the extensions
of credit made hereunder by the Revolving Facility Lenders.




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




          “Revolving Facility Commitment” shall mean, with respect to each Revolving Facility
Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant
to Section 2.01, expressed as a Dollar amount representing the maximum aggregate permitted amount
of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The
initial Dollar amount of each Revolving Facility Lender’s Revolving Facility Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Revolving Facility Lender shall have assumed its Revolving Facility Commitment, as applicable. The
aggregate amount of the Revolving Facility Commitments on the date hereof is U.S.$60.0 million.




          “Revolving Facility Credit Exposure” shall mean, at any time, the sum of (a) the
aggregate principal amount of the Revolving Facility Loans outstanding at such time, (b) the
Swingline Exposure at such time and (c) the Revolving L/C Exposure at such time. The Revolving
Facility Credit Exposure of any Revolving Facility Lender at any time shall be the sum of (a) the
aggregate principal amount of such Revolving Facility Lender’s Revolving Facility Loans outstanding
at such time and (b) such Revolving Facility Lender’s Revolving Facility Percentage of the
Swingline Exposure and Revolving L/C Exposure at such time.




          “Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment
or with outstanding Revolving Facility Loans (including any New Revolving Facility Lenders).




          “Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender
pursuant to Section 2.01(b) or a New Revolving Facility Lender pursuant to Section 2.20. Each
Revolving Facility Revolving Loan shall be a Eurodollar Loan or an ABR Revolving Loan.




          “Revolving Facility Maturity Date” shall mean October 17, 2010.




          “Revolving Facility Percentage” shall mean, with respect to any Revolving Facility
Lender, the percentage of the total Revolving Facility Commitments represented by such Lender’s
Revolving Facility Commitment. If the Revolving Facility Commitments have terminated or expired,
the Revolving Facility Percentages shall be determined based upon the Revolving Facility
Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04.




          “Revolving L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn
amount of all Letters of Credit outstanding at such time and (b) the aggregate principal amount of
all L/C Disbursements that have not yet been reimbursed at such time. The Revolving L/C Exposure
of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the
aggregate Revolving L/C Exposure at such time.




          “Rollover Equity” shall have the meaning assigned to such term in the third recital
hereto.




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          “Rollover Shareholder” shall have the meaning assigned to such term in the third
recital hereto.




          “S&P” shall mean Standard & Poor’s Ratings Group, Inc.




          “Sale and Lease-Back Transaction” shall have the meaning assigned to such term in
Section 6.03.




          “Screen Rate” means, in relation to the LIBO Rate, the British Bankers’ Association
Interest Settlement Rate for the relevant currency and period, displayed on the appropriate page of
the Telerate screen. If the agreed page is replaced or service ceases to be available, the
Administrative Agent may specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.




          “SEC” shall mean the Securities and Exchange Commission or any successor thereto.




          “Secured Parties” shall mean the “Secured Parties” as defined in the Collateral
Agreements.




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




          “Security Documents” shall mean the Mortgages, the Collateral Agreement and each of
the security agreements and other instruments and documents executed and delivered pursuant to any
of the foregoing or pursuant to Section 5.10.




          “Seller” shall have the meaning assigned to such term in the second recital hereto.




          “Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes and the
Senior Subordinated Note Indenture.




          “Senior Subordinated Note Indenture” shall mean the Indenture dated as of October 17,
2005 under which the Senior Subordinated Notes were issued, among the Borrower and The Bank of New
York, as trustee, as in effect on the Closing Date and as amended, restated, supplemented or
otherwise modified from time to time in accordance with the requirements thereof and of this
Agreement.




          “Senior Subordinated Notes” shall mean the Borrower’s 9 1/8% Senior Subordinated Notes
due 2015 issued pursuant to the Senior Subordinated Note Indenture and any notes issued by the
Borrower in exchange for, and as contemplated by, the Senior Subordinated Notes and the related
registration rights agreement with substantially identical terms as the Senior Subordinated Notes.




          “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of
the Borrower established in connection with a Permitted Receivables Financing for the acquisition
of Receivables Assets or interests therein, and which is organized in a manner intended to reduce
the likelihood that it would be substantively consolidated with the Borrower or any of the
Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the




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Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code
(or other insolvency law).




          “Statutory Reserves” shall mean, with respect to any currency, any reserve, liquid
asset or similar requirements established by any Governmental Authority of the United States of
America or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency
are made to which banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to which interest rates
applicable to Loans in such currency are determined.




          “Subordinated Intercompany Debt” shall have the meaning assigned to such term in
Section 6.01(e).




          “subsidiary” shall mean, with respect to any Person (herein referred to as the
“parent”), any corporation, partnership, association or other business entity of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or more than 50% of the general partnership interests are, at the time
any determination is being made, directly or indirectly, owned, Controlled or held by such Person.




          “Subsidiary” shall mean a subsidiary; provided that unless the context
otherwise requires, “Subsidiary” shall mean a subsidiary of the Borrower; provided,
further, that Chart Heat Exchangers Limited shall not be considered a subsidiary of the
Borrower for purposes of the Loan Documents unless and until it is no longer subject to voluntary
administration proceedings under the U.K. Insolvency Act of 1986.




          “Subsidiary Loan Party” shall mean each direct Wholly Owned Subsidiary of the Borrower
that (a) is (i) a Domestic Subsidiary and (ii) a Material Subsidiary, and (b) is not (i) a Special
Purpose Receivables Subsidiary, (ii) a Subsidiary listed on Schedule 1.01(d) or (iii) a Subsidiary
whose guarantee of the Obligations is prohibited under Section 9.22.




          “Swap Agreement” shall mean any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions, provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries
shall be a Swap Agreement.




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




          “Swingline Borrowing Request” shall mean a request by the Borrower substantially in
the form of Exhibit C-2.




          “Swingline Commitment” shall mean, with respect to each Swingline Lender, the
commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The
aggregate amount of the Swingline Commitments on the Closing Date is U.S.$15 million.




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          “Swingline Exposure” shall mean at any time the aggregate principal amount of all
outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility
Lender at any time shall mean its Revolving Facility Percentage of the aggregate Swingline Exposure
at such time.




          “Swingline Lender” shall mean Citicorp North America, Inc., in its capacity as a
lender of Swingline Loans, and/or any other Revolving Facility Lender designated as such by the
Borrower after the Closing Date that is reasonably satisfactory to the Borrower and the
Administrative Agent and executes a counterpart to this Agreement as a Swingline Lender.




          “Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to
Section 2.04.




          “Syndication Agent” shall have the meaning assigned to such term in the introductory
paragraph of this Agreement.




          “Taxes” shall mean any and all present or future taxes, levies, imposts, duties
(including stamp duties), deductions, charges (including ad valorem charges) or
withholdings imposed by any Governmental Authority and any and all interest and penalties related
thereto.




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




          “Term B Lender” shall mean a Lender with a Term B Loan Commitment or with outstanding
Term B Loans (including any New Term B Lender).




          “Term B Loan Commitment” shall mean with respect to each Lender, the amount set forth
on Schedule 2.01. The aggregate amount of the Term B Loan Commitments on the Closing Date
is U.S.$180.0 million.




          “Term B Loan Facility” shall mean the Term B Loan Commitments and the Term B Loans
made hereunder.




          “Term B Loan Installment Date” shall have the meaning assigned to such term in Section
2.10(a)(i).




          “Term B Loans” shall mean the term loans made by the Lenders to the Borrower pursuant
to Section 2.01(a) or 2.20 (including New Term B Loans).




          “Term B Maturity Date” shall mean October 17, 2012.




          “Test Period” shall mean, on any date of determination, the period of four consecutive
fiscal quarters of the Borrower then most recently ended (taken as one accounting period).




          “Title Company” shall mean Title Associates Inc., as agent for Stewart Title Insurance
Company, or such other nationally recognized title company as shall be selected by the
Administrative Agent.




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          “Transaction Documents” shall mean the Acquisition Documents, the Senior Subordinated
Note Documents and the Loan Documents.




          “Transactions” shall mean, collectively, the transactions to occur on or prior to the
Closing Date pursuant to the Transaction Documents, including (a) the consummation of the
Acquisition; (b) the execution and delivery of the Loan Documents and the initial borrowings
hereunder; (c) the Equity Financing; (d) the issuance of the Senior Subordinated Notes; and (e) the
payment of all fees and expenses owing in connection with the foregoing.




          “Trigger Date” shall mean the date of delivery of financial statements for the first
fiscal quarter ending at least six months after the Closing Date.




          “Type,” when used in respect of any Loan or Borrowing, shall refer to the Rate by
reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.
For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the Alternate
Base Rate.




          “UCC” shall mean (i) the Uniform Commercial Code as in effect in the applicable state
of jurisdiction and (ii) certificate of title or other similar statutes relating to “rolling stock”
or barges as in effect in the applicable jurisdiction.




          “U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or
any similar federal or state law for the relief of debtors.




          “U.S. Patriot Act” shall have the meaning assigned to such term in Section 3.08(a).




          “Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person, all of
the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar
shares required pursuant to applicable law) are owned by such Person or another Wholly Owned
Subsidiary of such Person.




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




          “Working Capital” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis at any date of determination, Current Assets at such date of determination
minus Current Liabilities at such date of determination; provided that, for
purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be
calculated without regard to any changes in Current Assets or Current Liabilities as a result of
(a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between
current and noncurrent or (b) the effects of purchase accounting.




          SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section
1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to




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be followed by the phrase “without
limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the
context shall otherwise require. Except as otherwise expressly provided herein, any reference in
this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.




          SECTION 1.03. Effectuation of Transfers. Each of the representations and warranties
of the Borrower contained in this Agreement (and all corresponding definitions) are made after
giving effect to the Transactions (other than those referred in clause (b) of the definition
thereof which are indicated to be concluded after the Closing Date), unless the context otherwise
requires.




ARTICLE II




THE CREDITS




          SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein,
each Term B Lender agrees (i) to make Term B Loans to the Borrower on the Closing Date in Dollars
in a principal amount that will not result in the aggregate amount of such Lender’s Term B Loans
exceeding such Lender’s Term B Loan Commitment;




          (b) Subject to the terms and conditions set forth herein, each Revolving Facility Lender
agrees to make Revolving Facility Loans to the Borrower, in each case from time to time during the
Availability Period in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment and (ii)
the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Facility Loans.




          (c) Amounts repaid or prepaid in respect of Term B Loans may not be reborrowed.




          SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a
Borrowing consisting of Loans under the same Facility and of the same Type and in the same currency
made by the Lenders ratably in accordance with their respective Commitments under the applicable
Facility (or, in the case of Swingline Loans, in accordance with their respective




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Swingline Commitments); provided, however, that Revolving Facility Loans shall be made by the
Revolving Facility Lenders ratably in accordance with their respective Revolving Facility
Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.




          (b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith.




          (c) At the commencement of each Interest Period for any Eurodollar Revolving Facility
Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurodollar
Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Revolving Facility Commitments or that is required to finance the reimbursement of
an L/C Disbursement as contemplated by Section 2.05(e). At the time that each ABR Revolving
Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that
an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Revolving Facility Commitments or that is required to finance the
reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing
shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be
outstanding at the same time; provided that there shall not at any time be more than a
total of (i) six (6) Eurodollar Borrowings outstanding under each of the Term B Loan Facility and
(ii) twenty (20) Eurodollar Borrowings outstanding under the Revolving Facility.




          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Facility Maturity Date, the Term B Maturity Date, as
applicable.




          SECTION 2.03. Requests for Borrowings. To request a Revolving Facility Borrowing
and/or a Term B Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time,
three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of
the proposed Borrowing; provided that any such notice of an ABR Revolving Facility
Borrowing to finance
the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not
later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower making such Borrowing Request. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02:




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	 	(i)	 	whether the requested Borrowing is to be a Revolving Facility Borrowing;
	 
	 	(ii)	 	the aggregate amount of the requested Borrowing;
	 
	 	(iii)	 	the date of such Borrowing, which shall be a Business Day;
	 
	 	(iv)	 	whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
	 
	 	(v)	 	in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto; and
	 
	 	(vi)	 	the location and number of the Borrower’s account to which funds are to be
disbursed.




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




          SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will
not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the
Swingline Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving
Facility Commitments; provided that no Swingline Lender shall be required to make a
Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.




          (b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and
the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by
telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline
Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify
(i) the requested date (which shall be a Business Day), (ii)
the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan and
(iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each
Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with
Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by
3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline
Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e),
by remittance to the applicable Issuing Bank).




          (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the
other Swingline Lenders) not later than 10:00 a.m., New York City time on




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any Business Day, require
the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion
of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of
such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to each such Lender,
specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or
Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt
of notice as provided above, to pay to the Administrative Agent for the account of the applicable
Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline
Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective
obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans
made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving
Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline
Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the Administrative Agent; any
such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this
paragraph and to such Swingline Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.




          SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own
account in a form reasonably acceptable
to the applicable Issuing Bank, at any time and from time to time during the Availability
Period and prior to the date that is five (5) Business Days prior to the Revolving Facility
Maturity Date. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement shall control.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in
accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit),
the Borrower shall hand deliver or telecopy (or transmit by




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electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable
Issuing Bank and the Administrative Agent (two (2) Business Days in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section),
the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to issue, amend, renew or extend such Letter of Credit. If
requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit
application on such Issuing Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension,
(i) the Revolving L/C Exposure shall not exceed U.S.$60 million and (ii) the Revolving Facility
Credit Exposure shall not exceed the total Revolving Facility Commitments.




          (c) Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close
of business on the earlier of (A) the date one (1) year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (B) the date that is five (5) Business Days prior to the Revolving Facility
Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the
automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond
the date referred to in clause (B) of this paragraph (c)).




          (ii) Notwithstanding the foregoing, the Borrower may request the issuance of one or more
Letters of Credit that expire at or prior to the close of business on the date that is five (5)
Business Days prior to the Revolving Facility Maturity Date; provided that the Revolving
L/C Exposure in respect of Letters of Credit issued pursuant to this Section 2.05(c)(ii) shall not
exceed U.S.$35 million at any one time outstanding.




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each
Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s
Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter
of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the
account of the applicable Issuing Bank, such Revolving Facility Lender’s Revolving Facility
Percentage of each L/C Disbursement made by such Issuing Bank not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to
be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the




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Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.




          (e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower for which such Letter of Credit was issued shall
reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C
Disbursement in Dollars, not later than 5:00 p.m., New York City time, on the Business Day
immediately following the date the Borrower receives notice under paragraph (g) of this Section of
such L/C Disbursement, provided that the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be
financed with an ABR Revolving Facility Borrowing or a Swingline Borrowing or an Eurodollar
Revolving Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to
make such payment shall be discharged and replaced by the resulting ABR Revolving Facility
Borrowing or Swingline Borrowing or Eurodollar Revolving Loan. If the Borrower fails to reimburse
any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable
Issuing Bank and each other Revolving Facility Lender of the applicable L/C Disbursement, the
payment then due from the Borrower and, in the case of a Revolving Facility Lender, such Lender’s
Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving
Facility Lender shall pay to the Administrative Agent in Dollars, its Revolving Facility Percentage
of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Facility Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank in Dollars, the amounts so
received by it from the Revolving Facility Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent
that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any
payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank
for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing
or an Eurodollar Revolving Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such L/C Disbursement.




          (f) Obligations Absolute. The obligation of the Borrower to reimburse L/C
Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii)
payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit or (iv) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment
by the Issuing Bank shall not have constituted gross negligence or willful misconduct. Neither the




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Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any
of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of such Issuing Bank; provided that the foregoing shall not be construed to excuse
the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to
the extent permitted by applicable law) suffered by the Borrower that are determined by a court
having jurisdiction to have been caused by (i) such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof or (ii) such Issuing Bank’s refusal to issue a Letter of Credit in accordance with
the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank
shall be deemed to have exercised care in each such determination and each refusal to issue a
Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in
its sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.




          (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing
Bank has made or will make a L/C Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such
Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement.




          (h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then,
unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such L/C Disbursement is made to but excluding the date that the Borrower
reimburses such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans or
Eurodollar Revolving Loans; provided that, if such L/C Disbursement is not reimbursed by
the Borrower when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply;
provided further that any L/C Disbursement that is reimbursed after the date such
L/C Disbursement is required to be reimbursed under paragraph (e) of this Section, (A) be payable
in Dollars, (B) bear interest at the rate per annum then applicable to ABR Revolving Loans or
Eurodollar Revolving Loans, and (C) Section 2.13(c) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on
and after the date of payment by any Revolving Facility Lender pursuant to




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paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender
to the extent of such payment.




          (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12.
From and after the effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement but shall not be required to issue additional Letters
of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing,
(i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or
(ii) in the case of any other Event of Default, on the third Business Day, in each case, following
the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity
of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure
representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in Dollars in cash equal to the Revolving L/C Exposure as of such date plus any accrued
and unpaid interest thereon; provided that, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (h) or (i) of Section 7.01, the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable in Dollars, without demand or other notice of any kind. The Borrower
also shall deposit cash collateral pursuant to this paragraph as and to the extent required by
Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall
be held by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of (i) for so long as an Event of Default shall be
continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in
Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank
for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for
the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing
greater than 50% of the total Revolving L/C Exposure), be applied to




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satisfy other obligations of
the Borrower under this Agreement. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days
after all Events of Default have been cured or waived. If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving
effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of
Default shall have occurred and be continuing.




          (k) Additional Issuing Banks. From time to time, the Borrower may by notice to the
Administrative Agent designate up to three Lenders (in addition to Citibank, N.A.) that agree (in
their sole discretion) to act in such capacity and are reasonably satisfactory to the
Administrative Agent as Issuing Banks. Each such additional Issuing Bank shall execute a
counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall
not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.




          (l) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing
Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower
pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii)
report in writing to the Administrative Agent (A) on or prior to each Business Day on which such
Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such
issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit
to be issued, amended, renewed or extended by it and outstanding after giving effect to such
issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), and
the Issuing Bank shall be permitted to issue, amend, renew or extend such Letter of Credit if the
Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment renewal
or extension would not be in conformity with the requirements of this Agreement, (B) on each
Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C
Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other
information as the Administrative Agent shall reasonably request, including but not limited to
prompt verification of such information as may be requested by the Administrative Agent. If
requested by any Lender, the Administrative Agent shall provide copies to such Lender of the
reports referred to in clause (ii) of the preceding sentence and a summary of such reports on a
monthly basis.




          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds, in
Dollars, by 12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders provided that Swingline
Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York City or as otherwise
agreed between the Borrower and the Administrative Agent, and designated by the Borrower in the
Borrowing Request; provided that ABR Revolving Loans, Swingline Borrowings and Eurodollar
Revolving Loans made to finance the reimbursement of a




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L/C Disbursement and reimbursements as
provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing
Bank.




          (b) Unless the Agent shall have received notice from a Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand (without duplication) such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in such Borrowing.




          SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect, in the case of a Borrowing to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.




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




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





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



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




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




          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election.


If any such Interest Election Request made by the Borrower requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.




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




          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period, the Borrower shall be
deemed to have converted such Borrowing to an ABR Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the written request (including a request through electronic means) of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.




          SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously
terminated, the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity
Date. The parties hereto acknowledge that the Term B Loan Commitments will terminate at 5 p.m. New
York City time on the Closing Date.




          (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments under
any Facility; provided that (i) each reduction of the Commitments under any Facility shall
be in an amount that is an integral multiple of U.S.$1.0 million and not less than U.S.$2.0 million
(or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower
shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any
concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, the
Revolving Facility Credit Exposure would exceed the total Revolving Facility Commitments.




          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Revolving Facility Commitments under paragraph (b) of this Section at least three (3) Business
Days prior to the effective date of such termination or reduction, specifying such election and the
effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower
pursuant to this Section shall be irrevocable; provided that a




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notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments under any Facility shall be made ratably among the
Lenders in accordance with their respective Commitments under such Facility.




          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving
Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on
the Revolving Facility Maturity Date, (ii) to the Administrative Agent for the account of each Term
B Lender the then unpaid principal amount of each Term B Loan of such Lender to the Borrower on
such dates and in such amounts as provided in Section 2.10 and (iii) to the Swingline Lender the
then unpaid principal amount of each Swingline Loan made to the Borrower on the earlier of the
Revolving Facility Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least seven Business Days after such Swingline Loan
is made; provided that on each date that a Revolving Facility Borrowing (other than a
Borrowing that is required to finance the reimbursement of an L/C Disbursement as contemplated by
Section 2.05(e)) is made by the Borrower, the Borrower shall repay all Swingline Loans then
outstanding.




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




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




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




          (e) Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory
note substantially in the form of Exhibit H-1 or Exhibit H-2, as applicable. In
such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory




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notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).




          SECTION 2.10. Repayment of Term B Loans and Revolving Facility Loans. (a) (i) Subject
to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term B Borrowings
on each date set forth below in the aggregate principal amount set forth opposite such date (each
such date being referred to as a “Term B Loan Installment Date”):




	 	 	 	 	 
	Date	 	Borrower Amount	 
	March 31, 2006
	 	 	U.S.$450,000	 
	June 30, 2006
	 	 	U.S.$450,000	 
	September 30, 2006
	 	 	U.S.$450,000	 
	December 31, 2006
	 	 	U.S.$450,000	 
	March 31, 2007
	 	 	U.S.$450,000	 
	June 30, 2007
	 	 	U.S.$450,000	 
	September 30, 2007
	 	 	U.S.$450,000	 
	December 31, 2007
	 	 	U.S.$450,000	 
	March 31, 2008
	 	 	U.S.$450,000	 
	June 30, 2008
	 	 	U.S.$450,000	 
	September 30, 2008
	 	 	U.S.$450,000	 
	December 31, 2008
	 	 	U.S.$450,000	 
	March 31, 2009
	 	 	U.S.$450,000	 
	June 30, 2009
	 	 	U.S.$450,000	 
	September 30, 2009
	 	 	U.S.$450,000	 
	December 31, 2009
	 	 	U.S.$450,000	 
	March 31, 2010
	 	 	U.S.$450,000	 
	June 30, 2010
	 	 	U.S.$450,000	 
	September 30, 2010
	 	 	U.S.$450,000	 
	December 31, 2010
	 	 	U.S.$450,000	 
	March 31, 2011
	 	 	U.S.$450,000	 
	June 30, 2011
	 	 	U.S.$450,000	 
	September 30, 2011
	 	 	U.S.$450,000	 
	December 31, 2011
	 	 	U.S.$450,000	 
	March 31, 2012
	 	 	U.S.$450,000	 
	June 30, 2012
	 	 	U.S.$450,000	 
	September 30, 2012
	 	 	U.S.$450,000	 
	Term B Maturity Date
	 	 	U.S.$167,850,000	 






In the event that any New Term B Loans are made on an Increased Amount Date, the amount due on
each Term B Loan Installment Date (other than the Term B Maturity Date) occurring after the
Increased Amount Date shall increase by an amount equal to 1/4 of 1% per annum of the principal
amount of such New Term B Loans, with the remaining principal amount of such New Term B Loans being
repaid on the Term B Maturity Date.



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



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          (c) Prepayment of the Term B Borrowings from:





     (i) all Net Proceeds or Acquisition Agreement Payments pursuant to Section 2.11(c) or
2.11(e), respectively, shall be applied ratably among the Lenders first, to the installments
due on the 8 next succeeding Term Loan B Installment Dates in the order directed by the
Borrower and second on a pro rata basis (based on the amount of such
amortization payments) to the remaining scheduled amortization payments in respect of such
Term B Borrowings; and




     (ii) Excess Cash Flow pursuant to Section 2.11(d) and any optional prepayments pursuant
to Section 2.11(a) shall be applied to the Term B Loan Facility as directed by the Borrower.



          (d) Any Lender holding Term B Loans may elect, on not less than two Business Days’ prior
written notice to the Administrative Agent with respect to any mandatory prepayment made pursuant
to Section 2.11(c), Section 2.11(d) or Section 2.11(e), not to have such prepayment applied to such
Lender’s Term B Loans, in which case, the full amount not so applied shall be retained by the
Borrower.




          (e) Prior to any repayment of any Borrowing under any Facility hereunder, the Borrower shall
select the Borrowing or Borrowings under the applicable Facility to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00
p.m., New York City time, (i) in the case of an ABR Borrowing, one Business Day before the
scheduled date of such repayment and (ii) in the case of a Eurodollar Borrowing, three Business
Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of
the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid
Borrowing such that each Revolving Facility Lender receives its
ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures
of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall
be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the
contrary in the immediately preceding sentence, prior to any repayment of a Swingline Borrowing
hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00
p.m., New York City time, on the scheduled date of such repayment. Repayments of Borrowings shall
be accompanied by accrued interest on the amount repaid.




          SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but
subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding,
subject to prior notice in accordance with Section 2.10(e).




          (b) If on any date, the Administrative Agent notifies the Borrower that, on the last day of
any month, the sum of aggregate principal amount of all Revolving Facility Loans plus the aggregate
principal amount of all Letters of Credit then outstanding exceeds 105% of the aggregate Revolving
Facility Commitments of the Lenders on such date, the Borrower and each other Borrower shall, as
soon as practicable and in any event within two Business Days




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following such date, prepay the
outstanding principal amount of any Revolving Facility Loans owing by the Borrower in an aggregate
amount (or deposit cash collateral in an account with the Administrative Agent pursuant to Section
2.05(j)) sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving
Facility Commitments of the Lenders on such date together with any interest accrued to the date of
such prepayment on the aggregate principal amount of Revolving Facility Loans prepaid. The
Administrative Agent shall give prompt notice of any prepayment required under this Section 2.11(b)
to the Borrower and the Lenders.




          (c) The Borrower shall apply all Net Proceeds upon receipt thereof to prepay Term B Borrowings
in accordance with paragraphs (c) and (d) of Section 2.10.




          (d) Not later than 90 days after the end of each Excess Cash Flow Period, the Borrower shall
calculate Excess Cash Flow for such Excess Cash Flow Period and the Borrower shall apply an
aggregate amount equal to the Required Percentage of such Excess Cash Flow to prepay Term B
Borrowings in accordance with paragraphs (c) and (d) of Section 2.10. Not later than the date on
which the Borrower is required to deliver financial statements with respect to the end of each
Excess Cash Flow Period under Section 5.04(a), the Borrower will deliver to the Administrative
Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any,
of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.




          (e) Following the receipt of any Acquisition Agreement Payments, the Borrower shall prepay, or
cause to be prepaid, Term B Borrowings in accordance with paragraphs (c) and (d) of Section 2.10.




          SECTION 2.12. Fees. (a) The Borrower agrees to pay to each Lender (other than any
Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March,
June, September and December in each year, and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a
commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment
of such Lender during the preceding quarter (or other period commencing with the Closing Date and
ending with the date on which the last of the Commitments of such Lender shall be terminated) at
the rate per annum set forth under the caption “Commitment Fee” below based upon the Leverage Ratio
as of the most recent determination date; provided that until the Trigger Date, the
Leverage Ratio shall be deemed to be Category 1.




	 	 	 	 	 
	Leverage Ratio	 	Commitment Fee	 
	Category 1
	 	 	 	 
	Equal to or greater than 4.00 to 1.00
	 	 	0.50	%
	 
	Category 2
	 	 	 	 
	Less than 4.00 to 1.00
	 	 	0.375	%






          All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a
year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding
Swingline Loans during the period for which such Lender’s Commitment




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Fee is calculated shall be
deemed to be zero. The Commitment Fee due to each Lender shall begin to accrue on the Closing Date
and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be
terminated as provided herein.




          (b) The Borrower from time to time agrees to pay to each Revolving Facility Lender (other than
any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of
March, June, September and December of each year and three Business Days after the date on which
the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee
(an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily
aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C
Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date
and ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility
Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for
Eurodollar Revolving Facility Borrowings effective for each day in such period. The Borrower from
time to time agrees to pay to each Issuing Bank, for its own account, (x) 10 Business Days after
the last day of March, June, September and December of each year and three Business Days after the
date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided
herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank at the
request of the Borrower for the period from and including the date of issuance of such Letter of
Credit to and including the termination of such Letter of Credit (computed at a rate equal to 1/4
of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in
connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C
Disbursement
thereunder, such Issuing Bank’s customary documentary and processing charges (collectively,
“Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on
a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of
360 days.




          (c) The Borrower agrees to pay to the Administrative Agent, for the account of the
Administrative Agent, the fees set forth in the Fee Letter, dated as of August 2, 2004, as amended,
restated, supplemented or otherwise modified from time to time, at the times specified therein (the
“Administrative Agent Fees”).




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




          SECTION
2.13. Interest.(a) The Borrower shall pay interest on the unpaid principal amount of
each ABR Loan made to the Borrower at the Alternate Base Rate plus the Applicable Margin.




          (b) The Borrower shall pay interest on the unpaid principal amount of each Eurodollar Loan
made to the Borrower at the Adjusted LIBO Rate for the Interest Period in effect for such
Eurodollar Loan plus the Applicable Margin.




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          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any
Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, the Borrower shall pay interest on such overdue amount,
after as well as before judgment, at a rate per annum equal to (x) in the case of overdue principal
of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (y) in the case of any other amount, 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section; provided that this paragraph (c)
shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section
9.08.




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




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




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





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




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


then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or




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continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Borrowing
shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto,
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as
an ABR Borrowing or shall be made as a Borrowing bearing interest at such rate as the Majority
Lenders under the Revolving Facility shall agree adequately reflects the costs to the Revolving
Facility Lenders of making the Loans comprising such Borrowing.




          SECTION 2.15. Increased Costs. (a) If any Change in Law shall:





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




     (ii) impose on any Lender or Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein (except (A) for Indemnified Taxes covered by Section 2.17
and (B) for changes in the rate of tax on the overall net income of such Lender);


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




          (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or
Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if
any, as a consequence of this Agreement or any of the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or
such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding
company with respect to capital adequacy), then from time to time the Borrower shall pay to such
Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any
such reduction suffered.




          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in
paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or Issuing




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Bank, as applicable, the
amount shown as due on any such certificate within 10 days after receipt thereof.




          (d) Promptly after any Lender or any Issuing Bank has determined that it will make a request
for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify
the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing
Bank’s right to demand such compensation; provided that Borrower shall not be required to
compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as
applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof.




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




          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any
Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if a Loan Party shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section) any Agent, Lender or Issuing Bank, as applicable, receives an amount
equal to the sum it would have received had no such deductions for Indemnified Taxes and Other
Taxes been made, (ii) such




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Loan Party shall make such deductions and (iii) such Loan Party shall
timely pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.




          (b) In addition, each Loan Party shall pay any Other Taxes payable on account of any
obligation of such Loan Party and upon the execution, delivery or enforcement of, or otherwise with
respect to, the Loan Documents, to the relevant Governmental Authority in accordance with
applicable law.




          (c) Each Loan Party shall indemnify each Agent, each Lender and each Issuing Bank, within 20
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct
of such Agent, Lender or Issuing Bank and without duplication of any amounts indemnified under
Section 2.17(a)) paid by such Agent, Lender or Issuing Bank, as applicable, on or with respect to
any payment by or on account of any obligation of such Loan Party under any Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability and setting forth in reasonable detail the calculation for such payment or liability
delivered to such Loan Party by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf, on behalf of another Agent or on behalf of a Lender or an Issuing Bank, shall be
conclusive absent manifest error of the Lender, the Issuing Bank or the Administrative Agent.




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




          (e) Any Lender, Agent or Issuing Bank that is entitled to an exemption from or reduction of
withholding Tax otherwise indemnified against by a Loan Party pursuant to this Section 2.17 with
respect to payments under any Loan Document shall deliver to the Borrower or the relevant
Governmental Authority (with a copy to the Administrative Agent), to the extent such Lender, Agent
or Issuing Bank is legally entitled to do so, at the time or times prescribed by applicable law
such properly completed and executed documentation prescribed by applicable law as may reasonably
be requested by the Borrower to permit such payments to be made without such withholding tax or at
a reduced rate; provided that in such Lender’s judgment such completion, execution or
submission would not materially prejudice such Lender.




          (f) If an Agent, Lender or Issuing Bank determines, in good faith and in its sole discretion,
that it has received a refund of any taxes in respect of or calculated with reference to
Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with
respect to which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall
pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or
additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-




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pocket expenses of such Agent,
Lender or Issuing Bank (including any Taxes imposed with respect to such refund) as is determined
by the Agent, Lender or Issuing Bank in good faith and in its sole discretion, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund);
provided that such Loan Party, upon the request of such Agent, Lender or Issuing Bank,
agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent,
Lender or Issuing Bank in the event such Agent, Lender or Issuing Bank is required to repay such
refund to such Governmental Authority. This Section shall not be construed to require any Agent,
Lender or Issuing Bank to make available its tax returns (or any other information relating to its
Taxes which it deems confidential) to the Loan Parties or any other Person.




          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a)
Unless otherwise specified, the Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of
amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City
time, on the date when due, in immediately available funds, without condition or deduction for any
defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be
made to the Administrative Agent to the applicable account designated to the Borrower by the
Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the
applicable Swingline Lender as expressly provided herein and except that payments pursuant to
Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder of (i) principal or
interest in respect of any Loan, (ii) reimbursement obligations with respect to any Letter of
Credit or (iii) any other amount due hereunder or under any other Loan Document shall be made in
Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to
have been made by the time required if such Administrative Agent shall, at or before such time,
have taken the necessary steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by such Administrative Agent to make such
payment.




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




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




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
applicable Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as
applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.




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          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15, or if any Loan Party is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as applicable, in the future and (ii) would not subject such Lender to any material
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any
material respect. The relevant Loan Party hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.




          (b) If any Lender requests compensation under Section 2.15, or if any Loan Party is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or is a Defaulting Lender, then such Loan Party may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) such Loan Party shall have received the prior written
consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or such Loan Party (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a
reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to
prejudice any rights that any Loan Party may have against any Lender that is a Defaulting Lender.




          (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a
proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08
requires the consent of all of the Lenders affected and with respect to which the Required Lenders
shall have granted their consent, then provided no Event of Default then exists, the Borrower shall
have the right (unless such Non-Consenting Lender grants such consent) to
replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its
Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the
Administrative Agent, provided that: (a) all Obligations of The Borrower owing to such
Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender
concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by
paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and
unpaid interest thereon. In connection with any such assignment the Borrower, Administrative
Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section
9.04.




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          SECTION 2.20. Increase in Revolving Facility Commitments and/or Term B Loan
Commitments. (a) New Commitments. At any time following the completion of the
syndication of the Facilities (as reasonably determined by the Administrative Agent), the Borrower
may by written notice to the Administrative Agent elect to request an increase to the existing
Revolving Facility Commitments (any such increase, the “New Revolving Facility
Commitments”) and/or the Term B Loan Commitments (any such increase, the “New Term B
Commitments” and together with the New Revolving Facility Commitments, if any, the “New
Commitments”), by an amount not in excess of U.S.$50.0 million in the aggregate or a lesser
amount in integral multiples of U.S.$10.0 million. Such notice shall (A) specify the date (an
“Increased Amount Date”) on which the Borrower proposes that the New Commitments and, in
the case of New Term B Commitments, the date for borrowing, as applicable, be made available, which
shall be a date not less than 5 Business Days after the date on which such notice is delivered to
the Administrative Agent, and (B) offer each Revolving Facility Lender (in the case of New
Revolving Facility Commitments) and/or Term B Lender (in the case of New Term B Commitments) the
right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable,
on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity
of each Revolving Facility Lender, Term B Lender or other financial institution reasonably
acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” a “New
Term B Lender” or generally, a “New Lender”) to whom the New Commitments have been (in
accordance with the prior sentence) allocated and the amounts of such allocations; provided
that any Lender approached to provide all or a portion of the New Commitments may elect or decline,
in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective
as of such Increased Amount Date, and in the case of New Term B Commitments, such new Term B Loans
in respect hereof (“New Term B Loans”) shall be made on such Increased Amount Date;
provided that (1) no Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving
Facility Commitments and/or the Term B Loan Commitments shall be evidenced by one or more joinder
agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and
each shall be recorded in the register, each of which shall be reasonably satisfactory to the
Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the
Borrower shall make any payments required pursuant to Section 2.16 in connection with the
provisions of the New Commitments.




          (b) On any Increased Amount Date on which New Revolving Facility Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing
Revolving Facility Lenders shall assign to each of the New Revolving Facility Lenders, and each of
the New Revolving Facility Lenders shall purchase from each of the existing Revolving Facility
Lenders, at the principal amount thereof, such interests in the outstanding Revolving Facility
Loans and participations in Letters of Credit and Swingline Loans outstanding on such Increased
Amount Date that will result in, after giving effect to all such assignments and purchases, such
Revolving Facility Loans and participations in Letters of Credit and Swingline Loans being held by
existing Revolving Facility Lenders and New Revolving Facility Lenders ratably in accordance with
their Revolving Facility Commitments after giving effect to the addition of such New Revolving
Facility Commitments to the Revolving Facility Commitments, (ii) each New Revolving Facility
Commitment shall be deemed for all purposes a Revolving Facility Commitment and each Loan made
thereunder shall




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be deemed, for all purposes, a Revolving Facility Loan and have the same terms as
any existing Revolving Facility Loan and (iii) each New Revolving Facility Lender shall become a
Lender with respect to the Revolving Facility Commitments and all matters relating thereto.




          (c) On any Increased Amount Date on which New Term B Loan Commitments are effected and
borrowed, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term B
Loan Commitment shall be deemed for all purposes a Term B Loan Commitment and each Loan made
thereunder shall be deemed, for all purposes, a Term B Loan, (ii) each New Term B Lender shall
become a Lender with respect to the Term B Loan Commitments and all matters relating thereto and
(iii) the New Term B Loans shall have the same terms as the existing Term B Loans and be made by
each New Term B Lender on the Increased Amount Date. All New Term B Loans made on any Increased
Amount Date will be made in accordance with the procedures set forth in Section 2.03.




          (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s
notice of an Increased Amount Date and, in respect thereof, the New Commitments and the New
Lenders.




          SECTION 2.21. Illegality. If any Lender reasonably determines that any change in law
has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that
it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurodollar
Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any
obligations of such Lender to make or continue Eurodollar Loans or to convert ABR Borrowings to
Eurodollar Borrowings, as the case may be, shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), convert all such Eurodollar Borrowings of such Lender to ABR
Borrowings, on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully
continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also
pay accrued interest on the amount so prepaid or converted.




ARTICLE III




REPRESENTATIONS AND WARRANTIES




          Each of Holdings and the Borrower represents and warrants to each of the Lenders with respect
to itself and each of its respective Subsidiaries that:




          SECTION 3.01. Organization; Powers. Except as set forth on Schedule 3.01,
the Borrower and each of the Subsidiaries (a) is duly organized, validly existing and (if
applicable) in good standing under the laws of the jurisdiction of its organization except for such
failures to be in good standing which could not reasonably be expected to have a Material Adverse
Effect, (b) has all requisite power and authority to own its property and assets and to carry on
its business as now conducted, (c) is qualified to do business in each jurisdiction where such




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qualification is required, except where the failure to so qualify could not reasonably be expected
to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and
perform its obligations under each of the Loan Documents and each other agreement or instrument
contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow
and otherwise obtain credit hereunder.




          SECTION 3.02. Authorization. The execution, delivery and performance by the Borrower
and each of the Subsidiaries of each of the Loan Documents to which it is a party, and the
borrowings hereunder and the Transactions (a) have been duly authorized by all corporate,
stockholder, limited liability company or partnership action required to be obtained by the
Borrower and such Subsidiaries and (b) will not (i) violate (A) any provision of law, statute, rule
or regulation, or of the certificate or articles of incorporation or other constitutive documents
or by-laws of the Borrower or any such Subsidiary, (B) any applicable order of any court or any
rule, regulation or order of any Governmental Authority or (C) any provision of any indenture,
lease, agreement or other instrument to which the Borrower or any such Subsidiary is a party or by
which any of them or any of their respective property is or may be bound, (ii) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or both) a default
under, give rise to a right of or result in any cancellation or acceleration of any right or
obligation (including any payment) or to a loss of a material benefit under any such indenture,
lease, agreement or other instrument, where any such conflict, violation, breach or default
referred to in clause (i) or (ii) of this Section 3.02, could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or
imposition of any Lien upon or with respect to any property or assets now owned or hereafter
acquired by the Borrower or any such Subsidiary, other than the Liens created by the Loan
Documents.




          SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by
the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan
Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan
Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the
effects
of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar
laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied
covenants of good faith and fair dealing.




          SECTION 3.04. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is or will be
required in connection with the Transactions except for (a) the filing of UCC financing statements,
(b) filings with the United States Patent and Trademark Office and the United States Copyright
Office or, with respect to intellectual property which is the subject of registration or
application for registration outside the United States, such applicable patent, trademark or
copyright office or other intellectual property authority, (c) recordation of the Mortgages, (d)
such consents, authorizations, filings or other actions that have either (i) been made or obtained
and are in full force and effect or (ii) are listed on Schedule 3.04, and (e) such actions,
consents and approvals the failure to be obtained or made which could not reasonably be expected to
have a Material Adverse Effect.




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          SECTION 3.05. Financial Statements. (a) There has heretofore been furnished to the
Lenders:





     (i) The audited consolidated balance sheets as of December 31, 2004 and the related
audited combined statements of income and cash flows for the years ended December 31, 2004
of the Acquired Business, were prepared in accordance with GAAP consistently applied not
only during such periods but also as compared to the periods covered by the financial
statements of Acquired Business referred to in paragraph (ii) of this Section 3.05 (except
as may be indicated in the notes thereto) and fairly present the consolidated financial
position of the Acquired Business as of the dates thereof and its consolidated results of
operations and cash flows for the period then ended; and




     (ii) The unaudited interim consolidated balance sheet as of June 30, 2005, and the
related unaudited interim combined statements of income and cash flows for the six months
ended June 30, 2005 of the Acquired Business, were prepared in accordance with GAAP
consistently applied not only during such periods but also as compared to the periods
covered by the financial statements of the Acquired Business referred to in paragraph (i) of
this Section 3.05 (except as may be indicated in the notes thereto) and fairly present the
consolidated financial position of the Acquired Business as of the dates thereof and its
consolidated results of operations and cash flows for the periods then ended (subject to
normal year-end adjustments).



          (b) There has heretofore been furnished to the Lenders the pro forma
consolidated balance sheet of Holdings as of June 30, 2005, prepared giving effect to the
Transactions as if the Transactions had occurred on such date. Such pro forma
consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used
to prepare the pro forma financial statements included in the Offering Memorandum
(which assumptions are believed by Holdings and the Borrower to have been reasonable at the time
made and to be
reasonable as of the Closing Date (it being understood that such assumptions are based on good
faith estimates with respect to certain items and that the actual amounts of such items on the
Closing Date is subject to variation)) and calculated in the manner set forth in Schedule
1.01(b), (ii) subject to the assumptions and qualifications described in the Offering
Memorandum, accurately reflects all adjustments necessary to give effect to the Transactions and
(iii) subject to the assumptions and qualifications described in the Offering Memorandum presents
fairly, in all material respects, the pro forma financial position of Holdings and
its Subsidiaries as of June 30, 2005, as if the Transactions had occurred on such date.




          SECTION 3.06. No Material Adverse Effect. Since December 31, 2004, there has been no
event or occurrence which has resulted in or would reasonably be expected to result in,
individually or in the aggregate, any Material Adverse Effect.




          SECTION 3.07. Title to Properties; Possession Under Leases. (a) The Borrower and
the Subsidiaries has good and valid record fee simple title to, all Mortgaged Properties, subject
solely to Permitted Encumbrances and except where the failure to have such title could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The
Borrower and the other Subsidiaries have maintained, in all material respects and in accordance
with normal industry practice, all of the machinery, equipment, vehicles, facilities




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and other
tangible personal property now owned or leased by the Borrower and the other Subsidiaries that is
necessary to conduct their business as it is now conducted. All such Mortgaged Properties are free
and clear of Liens, other than Liens expressly permitted by Section 6.02 or arising by operation of
law.




          (b) The Borrower and the Subsidiaries has complied with all obligations under all leases to
which it is a party, except where the failure to comply would not have a Material Adverse Effect,
and all such leases are in full force and effect, except leases in respect of which the failure to
be in full force and effect could not reasonably be expected to have a Material Adverse Effect.
The Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such leases,
other than leases in respect of which the failure to enjoy peaceful and undisturbed possession
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.




          (c) As of the Closing Date, the Borrower and the Subsidiaries have good title to or valid
leasehold interests (subject to Permitted Encumbrances) in all real property set forth on
Schedules 3.17(a) and (b), except as could not reasonably be expected to have a Material
Adverse Effect, and all such real property is reasonably necessary for the conduct of the business
and operations of Borrower and the Subsidiaries as currently conducted.




          (d) The Borrower and the Subsidiaries owns or possesses, or could obtain ownership or
possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade
names, copyrights, licenses and rights with respect thereto necessary for the present conduct of
its business, without any known conflict with the rights of others, and free from any
burdensome restrictions, except where such conflicts and restrictions could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.




          (e) As of the Closing Date, none of the Borrower and its Subsidiaries has received any notice
of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or
any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing
Date, except as set forth on Schedule 3.07(e).




          (f) None of the Borrower and its Subsidiaries is obligated on the Closing Date under any right
of first refusal, option or other contractual right to sell, assign or otherwise dispose of any
Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05.




          (g) Schedule 3.07(g) sets forth as of the Closing Date the name and jurisdiction of
incorporation, formation or organization of each Subsidiary of the Borrower and, as to each such
Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such
Subsidiary, indicating the ownership thereof.




          (h) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to employees or
directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the
Borrower, or any of the Subsidiaries, except rights of employees to purchase




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Equity Interests of
the Borrower in connection with the Transactions or as set forth on Schedule 3.07(h).




          SECTION 3.08. Litigation; Compliance with Laws. (a) Except as set forth on
Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in
equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or,
to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any
of the Subsidiaries or any business, property or rights of any such Person (i) as of the Closing
Date, that involve any Loan Document or the Transactions or (ii) which individually could
reasonably be expected to have a Material Adverse Effect or which could reasonably be expected,
individually or in the aggregate, to materially adversely affect the Transactions. Neither the
Borrower nor, to the knowledge of any of the Loan Parties, any of its Affiliates is in violation of
any laws relating to terrorism or money laundering, including Executive Order No. 13224 on
Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56 (signed into law on October 26, 2001) (the “U.S. Patriot Act”).




          (b) Except as set forth in Schedule 3.08(b), none of the Borrower, the Subsidiaries
and their respective properties or assets is in violation of (nor will the continued operation of
their material properties and assets as currently conducted violate) any currently applicable law,
rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval
or any building permit) or any restriction of record or agreement affecting any Mortgaged Property,
or is in default with respect to any judgment, writ, injunction
or decree of any Governmental Authority, where such violation or default could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.




          SECTION 3.09. Federal Reserve Regulations. (a) None of the Borrower and the
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.




          (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend
credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness
originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or
Regulation X.




          SECTION 3.10. Investment Company Act; Public Utility Holding Company Act. None of
the Borrower or any Subsidiary is (a) an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding company” as
defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as
amended.




          SECTION 3.11. Use of Proceeds. The Borrower will use the proceeds of the Revolving
Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely for
general corporate purposes (including, without limitation, the consummation of





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the Acquisition and
the Transactions). The Borrower may use proceeds of Term B Loans solely to consummate the
Acquisition and the Transactions.




          SECTION 3.12. Tax Returns. Except as set forth on Schedule 3.12:




          (a) The Borrower and its subsidiaries (i) has timely filed or caused to be timely filed all
federal, state, local and non-U.S. Tax returns required to have been filed by it that are material
to such companies taken as a whole and each such Tax return is complete and accurate in all
material respects and (ii) has timely paid or caused to be timely paid all material Taxes shown
thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or
assessments that are being contested in good faith by appropriate proceedings in accordance with
Section 5.03 and for which the Borrower or any of its Subsidiaries (as the case may be) has set
aside on its books adequate reserves;




          (b) The Borrower and its subsidiaries has paid in full or made adequate provision (in
accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions
thereof ending on or before the Closing Date, which Taxes, if not paid or
adequately provided for, could individually or in the aggregate reasonably be expected to have
a Material Adverse Effect; and




          (c) Other than as could not be, individually or in the aggregate, reasonably expected to have
a Material Adverse Effect: as of the Closing Date, with respect to the Borrower and its
subsidiaries, (i) there are no claims being asserted in writing with respect to any Taxes, (ii) no
presently effective waivers or extensions of statutes of limitation with respect to Taxes have been
given or requested and (iii) no Tax returns are being examined by, and no written notification of
intention to examine has been received from, the Internal Revenue Service or any other Taxing
authority.




          SECTION 3.13. No Material Misstatements. (a) All written information (other than
the Projections, estimates and information of a general economic nature) (the
“Information”) concerning the Borrower, its Subsidiaries, the Transactions and any other
transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or
on behalf of the foregoing or their representatives and made available to any Lenders or the
Administrative Agent in connection with the Transactions or the other transactions contemplated
hereby, when taken as a whole, were true and correct in all material respects, as of the date such
Information was furnished to the Lenders and as of the Closing Date and did not contain any untrue
statement of a material fact as of any such date or omit to state a material fact necessary in
order to make the statements contained therein not materially misleading in light of the
circumstances under which such statements were made.




          (b) The Projections and estimates and information of a general economic nature prepared by or
on behalf of the Borrower or any of its representatives and that have been made available to any
Lenders or the Administrative Agent in connection with the Transactions or the other transactions
contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the
Borrower to be reasonable as of the date thereof, as of the date such Projections and estimates
were furnished to the Initial Lenders and as of the Closing Date, and (ii) as of the Closing Date,
have not been modified in any material respect by the Borrower.




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          SECTION 3.14. Employee Benefit Plans. (a) Each Plan has been administered in
compliance with the applicable provisions of ERISA and the Code (and the regulations and published
interpretations thereunder), except for such noncompliance that could not reasonably be expected to
have a Material Adverse Effect. As of the Closing Date, the excess of the present value of all
benefit liabilities under each Plan of the Borrower, and each Subsidiary and the ERISA Affiliates
(based on those assumptions used to fund such Plan), as of the last annual valuation date
applicable thereto for which a valuation is available, over the value of the assets of such Plan
could not reasonably be expected to have a Material Adverse Effect, and the excess of the present
value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund
each such Plan) as of the last annual valuation dates applicable thereto for which valuations are
available, over the value of the assets of all such underfunded Plans could not reasonably be
expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other ERISA Events which have occurred or
for which liability is reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect.




          (b) All foreign pension schemes sponsored or maintained by the Borrower and each of its
Subsidiaries is maintained in accordance with the requirements of applicable foreign law, except
where noncompliance could not reasonably be expected to have a Material Adverse Effect.




          SECTION 3.15. Environmental Matters. Except as to matters that could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect (a) no written
notice, request for information, order, complaint, Environmental Claim or penalty has been received
by the Borrower or any of the Subsidiaries, and there are no judicial, administrative or other
actions, suits or proceedings pending or threatened against the Borrower or any of the Subsidiaries
which allege a violation of or liability under any Environmental Laws, in each case relating to the
Borrower or any of its Subsidiaries, (b) the Borrower and the other Subsidiaries has all
environmental, health and safety permits necessary for its operations as currently conducted to
comply with all applicable Environmental Laws and is, and has been, in compliance with the terms of
such permits and with all other applicable Environmental Laws except for non-compliances which have
been resolved and the costs of such resolution have been paid, (c) the Borrower and the other
Subsidiaries have made available to the Administrative Agent prior to the date hereof the most
recent environmental assessment with respect to the operations of the Borrower and the
Subsidiaries, (d) to the knowledge of the Borrower and the Subsidiaries, no Hazardous Material is
located at any property currently owned, operated or leased by the Borrower or any of the other
Subsidiaries that would reasonably be expected to give rise to any liability or Environmental Claim
of the Borrower or any of its Subsidiaries under any Environmental Laws, and no Hazardous Material
has been generated, owned or controlled by the Borrower or any of the other Subsidiaries and
transported to or Released at any location in a manner that would reasonably be expected to give
rise to any liability or Environmental Claim of the Borrower or any of its Subsidiaries under any
Environmental Laws, (e) to the knowledge of the Borrower and the Subsidiaries, there are no
acquisition agreements pursuant to which the Borrower or any of its Subsidiaries has expressly
assumed or undertaken responsibility for any liability or obligation of any other Person arising
under or relating to Environmental Laws, which in any such case has not been made available to the
Administrative Agent prior to the date hereof, (f) to the knowledge of the Borrower and the
Subsidiaries, there are no landfills or




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disposal areas located at, on, in or under the assets of
the Borrower or any Subsidiary, and (g) to the knowledge of the Borrower and the Subsidiaries,
except as listed on Schedule 3.15(g), there are not currently and there have not been any
underground storage tanks “owned” or “operated” (as defined by applicable Environmental Law) by the
Borrower or any Subsidiary or present or located on the Borrower’s or any Subsidiary’s Real
Property. For purpose of Section 7.01(a), each of the representations and warranties contained in
parts (d), (e), (f) and (g) of this Section 3.15 that are qualified by the knowledge of the
Borrower and the Subsidiaries shall be deemed not to be so qualified.




          SECTION 3.16. Mortgages. The Mortgages executed and delivered after the Closing Date pursuant to clause (h) of the
Collateral and Guarantee Requirement and Section 5.10 shall be effective to create in favor of the
Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security
interest on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property
thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper
real estate filing or recording offices, the Collateral Agent (for the benefit of the Secured
Parties) shall have a fully perfected first priority Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable,
subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right
to any other Person, other than with respect to Permitted Encumbrances.




          SECTION 3.17. Location of Real Property . (a) Schedule 3.17(a) lists
completely and correctly as of the Closing Date each Real Property owned by the Borrower and the
Subsidiary Loan Parties, the address or location thereof and the state in which such property is
located.




          (b) Schedule 3.17(b) lists completely and correctly as of the Closing Date each Real
Property leased by the Borrower and the Subsidiary Loan Parties, the address or location thereof.




          SECTION 3.18. Solvency. (a) Immediately after giving effect to the Transactions (i)
the fair value of the assets of the Borrower (individually) and the Borrower and its Subsidiaries
on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct,
subordinated, contingent or otherwise, of the Borrower (individually) and the Borrower and its
Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the
property of the Borrower (individually) and the Borrower and its Subsidiaries on a consolidated
basis will be greater than the amount that will be required to pay the probable liability of the
Borrower (individually) and the Borrower and its Subsidiaries on a consolidated basis,
respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually)
and the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) the Borrower (individually) and the Borrower and its Subsidiaries on
a consolidated basis will not have unreasonably small capital with which to conduct the businesses
in which they are engaged as such businesses are now conducted and are proposed to be conducted
following the Closing Date.




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          (b) The Borrower does not intend to, and does not believe that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the
timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts
of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such
subsidiary.




          SECTION 3.19. Labor Matters. There are no strikes pending or threatened against the Borrower or any of its Subsidiaries
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. The hours worked and payments made to employees of the Borrower and its Subsidiaries have
not been in violation in any material respect of the Fair Labor Standards Act or any other
applicable law dealing with such matters. All material payments due from the Borrower or any of
its Subsidiaries or for which any claim may be made against the Borrower or any of its
Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have
been paid or accrued as a liability on the books of the Borrower or such Subsidiary to the extent
required by GAAP. Except as set forth on Schedule 3.19, consummation of the Transactions
will not give rise to a right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which the Borrower or any of its Subsidiaries (or any
predecessor) is a party or by which the Borrower or any of its Subsidiaries (or any predecessor) is
bound, other than collective bargaining agreements that, individually or in the aggregate, are not
material to the Borrower and its Subsidiaries, taken as a whole.




          SECTION 3.20. Insurance. Schedule 3.20 sets forth a true, complete and
correct description of all material insurance maintained by or on behalf of the Borrower or its
Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.
The Borrower believes that the insurance maintained by or on behalf of it and its Subsidiaries is
adequate.




          SECTION 3.21. Representations and Warranties in Acquisition Agreement. All
representations and warranties of each of the Loan Parties set forth in the Acquisition Agreement
were true and correct in all material respects as of the time such representations and warranties
were made and, to the extent required to be made on the Closing Date under the Acquisition
Agreement, shall be true and correct in all material respects as of the Closing Date as if such
representations and warranties were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date.




ARTICLE IV




CONDITIONS OF LENDING




          The obligations of (a) the Lenders (including the Swingline Lenders) to make Loans and (b) any
Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit
hereunder (each, a “Credit Event”) are subject to the satisfaction of the following
conditions:




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          SECTION 4.01. All Credit Events. On the date of each Borrowing (other than a
Borrowing on the Closing Date (except with respect to clause (a) below)) and on the date of each
issuance, amendment, extension or renewal of a Letter of Credit:




          (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing
Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in
accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of
Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice
requesting the issuance of such Letter of Credit as required by Section 2.05(b).




          (b) The representations and warranties set forth in Article III hereof shall be true and
correct in all material respects on and as of the date of such Borrowing or issuance, amendment,
extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a
Letter of Credit without any increase in the stated amount of such Letter of Credit), as
applicable, 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 be true and correct in all material respects as of such
earlier date).




          (c) At the time of and immediately after such Borrowing or issuance, amendment, extension or
renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit
without any increase in the stated amount of such Letter of Credit), as applicable, no Event of
Default or Default shall have occurred and be continuing.




          Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit (other
than an amendment, extension or renewal of a Letter of Credit without any increase in the stated
amount of such Letter of Credit) made by the Borrower shall be deemed to constitute a
representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment,
extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this
Section 4.01.




          SECTION 4.02. First Credit Event. On the Closing Date:




          (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement.




          (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent,
the Lenders and each Issuing Bank on the Closing Date, favorable written opinions of (i) Simpson
Thacher & Bartlett LLP, special counsel for the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent and (ii) local counsel to the Loan Parties in Ohio, in
each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the
Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably
satisfactory to the Administrative Agent and covering such




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other matters relating to the Loan
Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby
instructs its counsel to deliver such opinions.




          (c) All legal matters incident to this Agreement, the borrowings and extensions of credit
hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative
Agent, to the Lenders and to each Issuing Bank on the Closing Date.




          (d) The Administrative Agent shall have received in the case of each Loan Party each of the
items referred to in clauses (i), (ii), (iii) and (iv) below:





        (i) a copy of the certificate or articles of incorporation, partnership
agreement or limited liability agreement, including all amendments thereto, or other
relevant constitutional documents under applicable law of each Loan Party, (A) in
the case of a corporation, certified as of a recent date by the Secretary of State
(or other similar official) and a certificate as to the good standing (to the extent
such concept or a similar concept exists under the laws of such jurisdiction) of
each such Loan Party as of a recent date from such Secretary of State (or other
similar official) or (B) in the case of a partnership of or limited liability
company, certified by the Secretary or Assistant Secretary of each such Loan Party;




        (ii) a certificate of the Secretary or Assistant Secretary or similar officer
of each Loan Party, in each case dated the Closing Date and certifying:




         (A) that attached thereto is a true and complete copy of the by-laws
(or partnership agreement, memorandum and articles of association, limited
liability company agreement or other equivalent governing documents) of such
Loan Party as in effect on the Closing Date and at all times since a date
prior to the date of the resolutions described in clause (B) below,




         (B) that attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors (or equivalent governing body) of
such Loan Party (or its managing general partner or managing member)
authorizing the execution, delivery and performance of the Loan Documents to
which such Person is a party and, in the case of the Borrower, the
borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect on the Closing Date,




         (C) that the certificate or articles of incorporation, partnership
agreement or limited liability agreement of such Loan Party has not been
amended since the date of the last amendment thereto disclosed pursuant to
clause (i) above,




         (D) as to the incumbency and specimen signature of each officer
executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party, and



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         (E) as to the absence of any pending proceeding for the dissolution or
liquidation of such Loan Party or, to the knowledge of such Person,
threatening the existence of such Loan Party; and




        (iii) such other documents as the Administrative Agent may reasonably request
(including without limitation, tax identification numbers and addresses).



          (e) The Collateral and Guarantee Requirement with respect to items to be completed as of the
Closing Date shall have been satisfied and the Administrative Agent shall have received completed
Perfection Certificates dated the Closing Date and signed by a Responsible Officer of the Borrower,
together with all attachments contemplated thereby, including the results of a search of the UCC
(or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by
the Perfection Certificates and copies of the financing statements (or similar documents) disclosed
by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens
indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have
been released.




          (f) The Transactions shall have been consummated or shall be consummated simultaneously with
or immediately following the closing under this Agreement in accordance with the Acquisition
Agreement and all other related documentation (without material amendment, modification or waiver
thereof which is adverse to the Lenders (as reasonably determined by the Administrative Agent)
without the prior consent of the Administrative Agent), including each of the following:





        (i) The Equity Financing shall have been consummated or shall be consummated
simultaneously with or immediately following the closing under this Agreement. The
terms and conditions of the Equity Financing shall be reasonably satisfactory in all
respects to the Administrative Agent;




        (ii) The Borrower shall have received or shall receive simultaneously net cash
proceeds from the issuance of U.S.$170.0 million of Senior Subordinated Notes
pursuant to the Senior Subordinated Note Indenture; and




        (iii) The terms and conditions of the Senior Subordinated Notes (including
terms and conditions relating to the interest rate, fees, amortization, maturity,
subordination, covenants, defaults and remedies) shall be as set forth in the
Offering Memorandum or otherwise reasonably satisfactory to the Administrative
Agent.



          (g) The Lenders shall have received:





        (i) the financial statements referred to in Section 3.05; and




        (ii) any additional financial statements received by Acquisition Corp. on or
prior to the Closing pursuant to the Acquisition Agreement.



          (h) After giving effect to the Transactions and the other transactions contemplated hereby,
Holdings and its Subsidiaries shall have outstanding no Indebtedness other




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than (i) the Loans and
other extensions of credit under this Agreement, (ii) the Senior Subordinated Notes and (iii) other
Indebtedness permitted pursuant to Section 6.01.




          (i) The Lenders shall have received a solvency certificate substantially in the form of
Exhibit F and signed by the chief financial officer or another Responsible Officer of the
Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after
giving effect to the Transactions.




          (j) There has not been any Material Adverse Effect, after giving effect to the Transactions,
taken as a whole, since December 31, 2004.




          (k) Except as set forth in Schedule 4.02(k), no provision of any applicable law or
regulation, and no judgment, injunction, order or decree shall prohibit the consummation of the
Transactions, and all material actions by or in respect of or material filings with any
Governmental Authority required to permit the consummation of the Transactions shall have been
taken, made or obtained, except for any such actions or filings the failure to take, make or obtain
would not be material to the Borrower and its Subsidiaries, taken as a whole.




          (l) The Agents shall have received all fees payable thereto or to any Lender on or prior to
the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the
Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or
payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and
disbursements of Shearman & Sterling LLP and local counsel) required to be reimbursed or paid by
the Loan Parties hereunder or under any Loan Document.




          (m) The representations and warranties set forth in Sections 3.02, 3.03 and 3.04 hereof shall
be true and correct in all material respects on and as of the Closing Date.




          (n) The ratio of Consolidated Debt to Pro Forma Adjusted EBITDA for the
trailing four quarters ended immediately prior to the Closing Date shall not be greater than 5.75
to 1.00.




          (o) The Administrative Agent shall have received copies of any Phase I assessments reports
being generated by Environ Corporation on behalf of the Borrower.




          (p) The Administrative Agent shall have received a certificate signed by a Responsible Officer
of each of Holdings and the Borrower as to the matters set forth in clauses (f), (h), (j), (k), (m)
and (n) of this Section 4.02.




ARTICLE V




AFFIRMATIVE COVENANTS




          Each of Holdings and the Borrower covenant and agree with each Lender that so long as this
Agreement shall remain in effect and until the commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have




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been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, each of Holdings and the Borrower will, and will cause each of its
Subsidiaries to:




          SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence, except
as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution
of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities
are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or
dissolution; provided that Subsidiaries that are Loan Parties may not be liquidated into
Subsidiaries that are not Loan Parties.




          (b) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend and
keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service
marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal
conduct of its business, (ii) comply in all material respects with all material applicable laws,
rules, regulations (including any zoning, building, ordinance, code or approval or any building
permits or any restrictions of record or agreements affecting the Mortgaged Properties) and
judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in
effect or hereafter enacted and (iii) at all times maintain and preserve all property necessary to
the normal conduct of its business and keep such property in good repair, working order and
condition and from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order that the business
carried on in connection therewith, if any, may be properly conducted at all times (in each case
except as expressly permitted by this Agreement); in each case in this paragraph (b) except where
the failure would not reasonably be expected to have a Material Adverse Effect.




          SECTION 5.02. Insurance. (a) Keep its insurable properties insured at all times by
financially sound and reputable insurers in such amounts as shall be customary for similar
businesses and maintain such other reasonable insurance (including, to the extent consistent with
past practices, self-insurance), of such types, to such extent and against such risks, as is
customary with companies in the same or similar businesses and maintain such other insurance as may
be required by law or any other Loan Document.




          (b) Cause all such property and casualty insurance policies with respect to the Mortgaged
Properties located in the United States to be endorsed or otherwise amended to include a “standard”
or “New York” lender’s loss payable endorsement, in form and substance reasonably satisfactory to
the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and
after the Closing Date, if the insurance carrier shall have received written notice from the
Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the
insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties
under such policies directly to the Collateral Agent; cause all such policies to provide that
neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be a
coinsurer thereunder and to contain a “Replacement Cost Endorsement,” without any deduction for
depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may
reasonably (in light of a Default or a material development in respect of




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the insured Mortgaged Property) require from time to time to protect their interests; deliver
original or certified copies of all such policies or a certificate of an insurance broker to the
Collateral Agent; cause each such policy to provide that it shall not be canceled or not renewed
upon less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent and
the Collateral Agent; deliver to the Administrative Agent and the Collateral Agent, prior to the
cancellation or nonrenewal of any such policy of insurance, a copy of a renewal or replacement
policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent
and the Collateral Agent), or insurance certificate with respect thereto, together with evidence
satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium
therefor.




          (c) If at any time the area in which the Premises (as defined in the Mortgages) are located is
designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), obtain flood insurance in such reasonable total amount
as the Administrative Agent or the Collateral Agent may from time to time reasonably require, and
otherwise to ensure compliance with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as it may be amended from time to time.




          (d) With respect to each Mortgaged Property located in the United States, carry and maintain
comprehensive general liability insurance including the “broad form CGL endorsement” (or equivalent
coverage) and coverage on an occurrence basis against claims made for personal injury (including
bodily injury, death and property damage) and umbrella liability insurance against any and all
claims, in each case in amounts and against such risks as are customarily maintained by companies
engaged in the same or similar industry operating in the same or similar locations naming the
Collateral Agent as an additional insured, on forms reasonably satisfactory to the Collateral
Agent.




          (e) Notify the Administrative Agent and the Collateral Agent promptly whenever any separate
insurance concurrent in form or contributing in the event of loss with that required to be
maintained under this Section 5.02 is taken out by the Borrower or any of its Subsidiaries; and
promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of
such policy or policies, or an insurance certificate with respect thereto.




          (f) In connection with the covenants set forth in this Section 5.02, it is understood and
agreed that:





     (i) none of the Agents, the Lenders, the Issuing Bank and their respective agents or
employees shall be liable for any loss or damage insured by the insurance policies required
to be maintained under this Section 5.02, it being understood that (A) the Borrower and the
other Loan Parties shall look solely to their insurance companies or any parties other than
the aforesaid parties for the recovery of such loss or damage and (B) such insurance
companies shall have no rights of subrogation against the Agents, the Lenders, any Issuing
Bank or their agents or employees. If, however, the insurance policies do not provide
waiver of subrogation rights against such parties, as required above, then the Borrower
hereby agrees, to the extent permitted by law, to waive, and to



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cause each of its Subsidiaries to waive, its right of recovery, if any, against the
Agents, the Lenders, any Issuing Bank and their agents and employees; and




     (ii) the designation of any form, type or amount of insurance coverage by the
Administrative Agent, the Collateral Agent under this Section 5.02 shall in no event be
deemed a representation, warranty or advice by the Administrative Agent, the Collateral
Agent or the Lenders that such insurance is adequate for the purposes of the business of the
Borrower and its Subsidiaries or the protection of their properties.



          SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or in
respect of its property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a
Lien upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim
so long as (a) the validity or amount thereof shall be contested in good faith by appropriate
proceedings, and the affected Borrower or the affected Subsidiary, as applicable, shall have set
aside on its books reserves in accordance with GAAP with respect thereto or (b) the aggregate
amount of such Taxes, assessments, charges, levies or claims does not exceed U.S.$2.5 million.




          SECTION 5.04. Financial Statements, Reports, etc. Furnish to the Administrative
Agent (which will promptly furnish such information to the Lenders):




          (a) within 120 days after the end of the fiscal year ended December 31, 2005, and within 90
days (or such shorter period as the SEC shall specify for the filing of Annual Reports on Form
10-K) after the end of each subsequent fiscal year, a consolidated balance sheet and related
statements of operations, cash flows and owners’ equity showing the financial position of Borrower
and its Subsidiaries as of the close of such fiscal year and the consolidated results of their
operations during such year and setting forth in comparative form the corresponding figures for the
prior fiscal year, all audited by independent public accountants of recognized national standing
reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants
(which shall not be qualified in any material respect) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial position and results
of operations of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it
being understood that the delivery by Borrower of Annual Reports on Form 10-K of Borrower and its
consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such
Annual Reports include the information specified herein).




          (b) within 45 days (or such shorter period as the SEC shall specify for the filing of
Quarterly Reports on Form 10-Q) after the end of each of the first three fiscal quarters of each
fiscal year, a consolidated balance sheet and related statements of operations and cash flows
showing the financial position of Borrower and its Subsidiaries as of the close of such
fiscal quarter and the consolidated results of their operations during such fiscal quarter and
the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding
figures for the corresponding periods of the prior fiscal year, all certified by a Financial
Officer of Borrower, on behalf of Borrower, as fairly presenting, in all material respects, the
financial




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position and results of operations of Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of
footnotes) (it being understood that the delivery by Borrower of Quarterly Reports on Form 10-Q of
Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b)
to the extent such Quarterly Reports include the information specified herein);




          (c) (x) concurrently with any delivery of financial statements under (a) or (b) above, a
certificate of a Financial Officer of Borrower (i) certifying that no Event of Default or Default
has occurred or, if such an Event of Default or Default has occurred, specifying the nature and
extent thereof and any corrective action taken or proposed to be taken with respect thereto and
(ii) commencing with the fiscal period ending December 31, 2005 setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the
covenants contained in Sections 6.10, 6.11 and 6.12 and (y) concurrently with any delivery of
financial statements under (a) above, a certificate of the accounting firm opining on or certifying
such statements stating whether they obtained knowledge during the course of their examination of
such statements of any Default or Event of Default (which certificate may be limited to accounting
matters and disclaims responsibility for legal interpretations);




          (d) promptly after the same become publicly available, copies of all periodic and other
publicly available reports, proxy statements and, to the extent requested by the Administrative
Agent, other materials filed by the Borrower or any of the Subsidiaries with the SEC, or after an
initial public offering, distributed to its stockholders generally, as applicable;




          (e) if, as a result of any change in accounting principles and policies from those as in
effect on the Closing Date, the consolidated financial statements of Borrower and its Subsidiaries
delivered pursuant to paragraphs (a) or (b) above will differ in any material respect from the
consolidated financial statements that would have been delivered pursuant to such clauses had no
such change in accounting principles and policies been made, then, together with the first delivery
of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule
prepared by a Financial Officer on behalf of Borrower reconciling such changes to what the
financial statements would have been without such changes;




          (f) within 90 days after the beginning of each fiscal year, an operating and capital
expenditure budget, in form satisfactory to the Administrative Agent prepared by the Borrower for
each of the four fiscal quarters of such fiscal year prepared in reasonable detail, of the Borrower
and the Subsidiaries, accompanied by the statement of a Financial Officer of the Borrower to the
effect that, to the best of his knowledge, the budget is a reasonable estimate for the period
covered thereby;




          (g) annually, upon the reasonable request of the Administrative Agent, updated Perfection
Certificates (or, to the extent such request relates to specified information
contained in the Perfection Certificates, such information) reflecting all changes since the
date of the information most recently received pursuant to this paragraph (g) or Section 5.10(d);




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          (h) promptly, a copy of all reports submitted to the Board of Directors (or any committee
thereof) of the Borrower or any Subsidiary in connection with any material interim or special audit
made by independent accountants of the books of the Borrower or any Subsidiary;




          (i) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of the Borrower or any of the Subsidiaries, or compliance with the
terms of any Loan Document, or such consolidating financial statements, as in each case the
Administrative Agent may reasonably request (for itself or on behalf of any Lender); and




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




          SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent
written notice of the following promptly after any Responsible Officer of the Borrower obtains
actual knowledge thereof:




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




          (b) the filing or commencement of, or any written threat or written notice of intention of any
Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or
before any Governmental Authority or in arbitration, against the Borrower or any of the
Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect;




          (c) any other development specific to the Borrower or any of the Subsidiaries that is not a
matter of general public knowledge and that has had, or could reasonably be expected to have, a
Material Adverse Effect; and




          (d) the occurrence of any ERISA Event, that together with all other ERISA Events that have
occurred, could reasonably be expected to have a Material Adverse Effect.




          SECTION 5.06. Compliance with Laws. Comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property (owned or leased), except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse
Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which
are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section
5.03.




          SECTION 5.07. Maintaining Records; Access to Properties and Inspections. Maintain
all financial records in accordance with GAAP and permit any Persons designated by the
Administrative Agent or, upon the occurrence and during the continuance of an Event of




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Default, any
Lender to visit and inspect the financial records and the properties of the Borrower or any of the
Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as
reasonably requested and to make extracts from and copies of such financial records, and permit any
Persons designated by the Agents or, upon the occurrence and during the continuance of an Event of
Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances
and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent
accountants therefor (subject to reasonable requirements of confidentiality, including requirements
imposed by law or by contract).




          SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and the issuance of
Letters of Credit solely for the purposes described in Section 3.11.




          SECTION 5.09. Compliance with Environmental Laws. Comply, and make commercially
reasonable efforts to cause all lessees and other Persons occupying its properties to comply, with
all Environmental Laws applicable to its operations and properties; and obtain and renew all
material authorizations and permits required pursuant to Environmental Law for its operations and
properties, in each case in accordance with Environmental Laws, except, in each case with respect
to this Section 5.09, to the extent the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.




          SECTION 5.10. Further Assurances. (a) Execute any and all further documents,
financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, Mortgages and other documents and
recordings of Liens in stock registries), that may be required under any applicable law, or that
the Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement
to be and remain satisfied, all at the expense of the applicable Loan Parties and provide to the
Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory
to the Administrative Agent as to the perfection and priority of the Liens created or intended to
be created by the Security Documents.




          (b) In the case of the Borrower, grant and cause each of the Subsidiary Loan Parties to grant
to the Collateral Agent security interests and Mortgages in such Material Real Property located in
the United States of the Borrower or such Subsidiary Loan Party as are acquired after the Closing
Date and satisfy the requirements of clause (h) of the definition of Collateral and Guarantee
Requirement (other than clause (iii)) with respect to such Material Real
Properties within ninety (90) days after the date such Material Real Property is acquired.
With respect to each of the items identified in this clause (b) that are required to be delivered
within ninety (90) days after the date the applicable Material Real Property is acquired, the
Administrative Agent, in each case, may (in its sole discretion) extend such date on two separate
occasions by up to 30 days on each such occasion.




          (c) If any additional direct or indirect Subsidiary of the Borrower becomes a Subsidiary Loan
Party (including as a result of becoming a Material Subsidiary) after the Closing Date within five
Business Days after the date such Subsidiary becomes a Subsidiary Loan Party (including as a result
of becoming a Material Subsidiary), notify the Administrative Agent and the Lenders thereof and,
within sixty (60) Business Days after the date such Subsidiary becomes a Subsidiary Loan Party
(including as a result of becoming a Material Subsidiary), cause the




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Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest
in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.




          (d) In the case of any Loan Party, (i) furnish to the Collateral Agent prompt written notice
of any change (A) in such Loan Party’s corporate or organization name, (B) in such Loan Party’s
identity or organizational structure or (C) in such Loan Party’s organizational identification
number; provided that no Loan Party shall effect or permit any such change unless all
filings have been made, or will have been made within any statutory period, under the UCC or
otherwise that are required in order for the Collateral Agent to continue at all times following
such change to have a valid, legal and perfected security interest in all the Collateral for the
benefit of the Secured Parties and (ii) promptly notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.




          (e) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10
need not be satisfied if such action would violate Section 9.22 hereof. In addition, the
Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be
satisfied with respect to (i) any Equity Interests acquired after the Closing Date in accordance
with this Agreement if, and to the extent that, and for so long as (A) doing so would violate
applicable law or a contractual obligation binding on such Equity Interests and (B) such law or
obligation existed at the time of the acquisition thereof and was not created or made binding on
such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary
(provided that the foregoing clause (B) shall not apply in the case of a joint venture,
including a joint venture that is a Subsidiary), (ii) any assets acquired after the Closing Date,
to the extent that, and for so long as, taking such actions would violate a contractual obligation
binding on such assets that existed at the time of the acquisition thereof and was not created or
made binding on such assets in contemplation or in connection with the acquisition of such assets
(except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) that
is secured by a Lien permitted pursuant to Section 6.02(i)) or (iii) any Equity Interests in or any
asset of a Foreign Subsidiary if the Borrower demonstrates to the Collateral Agent and the
Collateral Agent determines (in its reasonable discretion) that the cost of the satisfaction of the
Collateral and Guarantee Requirement of this Section 5.10 with respect thereto exceeds the value of
the security offered thereby; provided that, upon the reasonable request of the Collateral
Agent, the Borrower shall, and shall cause any applicable Subsidiary to, use commercially
reasonable efforts to have waived or eliminated any contractual obligation of the
types described in clauses (i) and (ii) above, other than those set forth in a joint venture
agreement to which the Borrower or any Subsidiary is a party.




          SECTION 5.11. Fiscal Year. In the case of the Borrower and the Subsidiaries, cause
their fiscal year to end on December 31.




          SECTION 5.12. Interest Rate Protection Agreements. As promptly as practicable and in
any event within 90 days after the Closing Date, enter into, and for a period of not less than
three years after the Closing Date maintain in effect, one or more Swap Agreements with one or more
of the Lenders (or Affiliates thereof), the effect of which is that at least 50% of Consolidated
Debt (other than any Indebtedness under Revolving Facility Borrowings) will bear interest at a
fixed or capped rate or the interest cost in respect of which will be fixed or capped,



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in each case on terms and conditions reasonably acceptable, taking into account
current market conditions, to the Administrative Agent.




          SECTION 5.13. Proceeds of Certain Dispositions. If, as a result of the receipt of any
cash proceeds by the Borrower or any Subsidiary in connection with any sale, transfer, lease or
other disposition of any asset, including any Equity Interest, the Borrower would be required by
the terms of the Senior Subordinated
Note Indenture to make an offer to purchase any Senior Subordinated Notes, as applicable,
then, in the case of the Borrower or a Subsidiary, prior to the first day on which the Borrower
would be required to commence such an offer to purchase, (i) prepay Loans in accordance with
Section 2.11 or (ii) acquire assets, Equity Interests or other securities in a manner that is
permitted by Section 6.04 or Section 6.05, in each case in a manner that will eliminate any such
requirement to make such an offer to purchase.




          SECTION 5.14. Post-Closing Matters. Execute and deliver the documents and complete
the tasks set forth in the definition of “Collateral and Guarantee Requirement,” in each case
within the time periods specified therein (including any extension of such time periods permitted
by the Administrative Agent pursuant to paragraph (j) of the definition of “Collateral and
Guarantee Requirement”).




ARTICLE VI




NEGATIVE COVENANTS




          The Borrower covenants and agrees with each Lender that, so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the principal of and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been
paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn
thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, the Borrower will not, and will not cause or permit any of the Subsidiaries to:




          SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, except:




          (a) Indebtedness existing on the Closing Date and (other than in the case of any existing
letters of credit to be replaced with Letters of Credit issued hereunder) set forth on Schedule
6.01 and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other
than intercompany Indebtedness Refinanced with Indebtedness owed to a Person not affiliated with
the Borrower or any Subsidiary);




          (b) Indebtedness created hereunder and under the other Loan Documents;




          (c) Indebtedness of the Borrower and the Subsidiaries pursuant to Swap Agreements permitted by
Section 6.13;




          (d) Indebtedness owed to (including obligations in respect of letters of credit or bank
guarantees or similar instruments for the benefit of) any Person providing workers’



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compensation, ealth, disability or other employee benefits or property, casualty or liability insurance to the
Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such
Person, provided that upon the incurrence of Indebtedness with respect to
reimbursement obligations regarding workers’ compensation claims, such obligations are
reimbursed not later than 30 days following such incurrence;




          (e) Indebtedness of the Borrower or any Subsidiary to the extent permitted by Section 6.04,
provided that Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party
(the “Subordinated Intercompany Debt”) shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent;




          (f) Indebtedness in respect of performance bonds, warranty bonds, bid bonds, appeal bonds,
surety bonds and completion or performance guarantees and similar obligations, in each case
provided in the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business and Indebtedness arising out of
advances on exports, advances on imports, advances on trade receivables, customer prepayments and
similar transactions in the ordinary course of business and consistent with past practice;




          (g) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course of
business or other cash management services in the ordinary course of business, provided
that (x) such Indebtedness (other than credit or purchase cards) is extinguished within three
Business Days of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is
extinguished within 60 days from its incurrence;




          (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or a Person merged into
or consolidated with the Borrower or any Subsidiary after the Closing Date and Indebtedness assumed
in connection with the acquisition of assets, which Indebtedness in each case, exists at the time
of such acquisition, merger or consolidation and is not created in contemplation of such event and
where such acquisition, merger or consolidation is permitted by this Agreement and (ii) any
Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness, provided that
the aggregate principal amount of such Indebtedness at the time of, and after giving effect to,
such acquisition, merger or consolidation, such assumption or such incurrence, as applicable
(together with Indebtedness outstanding pursuant to this paragraph (h), paragraph (i) of this
Section 6.01 and the Remaining Present Value of outstanding leases permitted under Section 6.03),
would not exceed 3.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately
prior to the date of such acquisition, merger or consolidation, such assumption or such incurrence,
as applicable, for which financial statements have been delivered pursuant to Section 5.04;




          (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by
the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease or
improvement of the respective asset permitted under this Agreement in order to finance such
acquisition or improvement, and any Permitted Refinancing Indebtedness in respect thereof, in an
aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof
(together with Indebtedness outstanding pursuant to paragraph (h) of this



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Section 6.01, this paragraph (i) and the Remaining Present Value of leases permitted under Section 6.03) would not
exceed 3.75% of Consolidated Total Assets as of the end of the fiscal
quarter immediately prior to the date of such incurrence for which financial statements have
been delivered pursuant to Section 5.04;




          (j) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any
Sale and Lease-Back Transaction that is permitted under Section 6.03;




          (k) other Indebtedness, in an aggregate principal amount at any time outstanding pursuant to
this paragraph (k) not in excess of U.S.$20.0 million;




          (l) Indebtedness of the Borrower pursuant to the Senior Subordinated Notes in an aggregate
principal amount that is not in excess of the sum of U.S.$170.0 million and any Permitted
Refinancing Indebtedness incurred to Refinance such Indebtedness in the form of Permitted
Subordinated Debt Securities;




          (m) Guarantees (i) by the Loan Parties of the Indebtedness of the Borrower described in
paragraph (l), (ii) by any Loan Party of any Indebtedness of the Borrower or any Loan Party
expressly permitted to be incurred under this Agreement, (iii) by the Borrower or any Subsidiary of
Indebtedness otherwise expressly permitted hereunder of the Borrower or any Subsidiary that is not
a Loan Party to the extent permitted by Section 6.04, (iv) by any Subsidiary that is not a Loan
Party of Indebtedness of another Subsidiary that is not a Loan Party; provided that all
Foreign Subsidiaries may guarantee obligations of other Foreign Subsidiaries under ordinary course
cash management obligations, and (v) by the Borrower of Indebtedness of Foreign Subsidiaries
incurred for working capital purposes in the ordinary course of business on ordinary business terms
so long as such Indebtedness is permitted to be incurred under 6.01(a), (k) or (s);
provided that Guarantees by any Loan Party under this Section 6.01(m) of any other
Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be
expressly subordinated to the Obligations on terms consistent with those used, or to be used, for
Subordinated Intercompany Debt;




          (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for
indemnification, adjustment of purchase price, earn outs or similar obligations, in each case,
incurred or assumed in connection with the disposition of any business, assets or a Subsidiary,
other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;




          (o) Indebtedness in connection with Permitted Receivables Financings; provided that
the proceeds thereof are applied in accordance with Section 2.11(c);




          (p) letters of credit or bank guarantees (other than Letters of Credit issued pursuant to
Section 2.05) having an aggregate face amount not in excess of U.S.$20.0 million;




          (q) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the
stated amount of such Letter of Credit;



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          (r) Indebtedness consisting of Permitted Subordinated Debt Securities or Permitted Senior Debt
Securities to the extent, in each case, the Net Proceeds in respect thereof are actually utilized
to repay Term B Borrowings;




          (s) Indebtedness of Foreign Subsidiaries (including letters of credit or bank guarantees
(other than Letters of Credit issued pursuant to Section 2.05) and including all Indebtedness of
Ferox, a.s. under its existing revolving credit facility or any refinancings thereof) for working
capital purposes incurred in the ordinary course of business on ordinary business terms in an
aggregate amount not to exceed U.S.$25.0 million outstanding at any time;




          (t) Indebtedness of the Borrower or any of its Subsidiaries in respect of the Management Notes
in an aggregate amount not to exceed $10.0 million outstanding at any time; and




          (u) all premium (if any), interest (including post-petition interest), fees, expenses, charges
and additional or contingent interest on obligations described in paragraphs (a) through (s) above.




          SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any
property or assets (including stock or other securities of any Person, including any Subsidiary) at
the time owned by it or on any income or revenues or rights in respect of any thereof, except:




          (a) Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing
Date and set forth on Schedule 6.02(a); provided that such Liens shall secure only
those obligations that they secure on the Closing Date (and extensions, renewals and refinancings
of such obligations permitted by Section 6.01(a)) and shall not subsequently apply to any other
property or assets of the Borrower or any Subsidiary;




          (b) any Lien created under the Loan Documents or permitted in respect of any Mortgaged
Property by the terms of the applicable Mortgage;




          (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness
or Permitted Refinancing Indebtedness permitted by Section 6.01(h), provided that (i) such
Lien does not apply to any other property or assets of the Borrower or any of the Subsidiaries not
securing such Indebtedness at the date of the acquisition of such property or asset (other than
after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred
prior to such date and which Indebtedness and other obligations are permitted hereunder that
require a pledge of after-acquired property, it being understood that such requirement shall not be
permitted to apply to any property to which such requirement would not have applied but for such
acquisition), (ii) such Lien is not created in contemplation of or in connection with such
acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, such Lien
is permitted in accordance with clause (e) of the definition of the term “Permitted Refinancing
Indebtedness”;




          (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or
that are being contested in compliance with Section 5.03;



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          (e) Liens imposed by law (including, without limitation, Liens in favor of customers for
equipment under order or in respect of advances paid in connection therewith) such as landlord’s,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and securing
obligations that are not overdue by more than 60 days or that are being contested in good faith by
appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary
shall have set aside on its books reserves in accordance with GAAP;




          (f) (i) pledges and deposits made in the ordinary course of business in compliance with the
Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and
other social security laws or regulations and deposits securing liability to insurance carriers
under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and
deposits securing liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;




          (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness),
leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds,
performance and return of money bonds, warranty bonds, bids, leases, government contracts, trade
contracts, completion or performance guarantees and other obligations of a like nature incurred in
the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business;




          (h) zoning restrictions, easements, trackage rights, leases (other than Capital Lease
Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property
and other similar encumbrances incurred in the ordinary course of business that do not render title
unmarketable and that, in the aggregate, do not interfere in any material respect with the ordinary
conduct of the business of the Borrower or any Subsidiary or would result in a Material Adverse
Effect;




          (i) purchase money security interests in equipment or other property or improvements thereto
hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary
(including the interests of vendors and lessors under conditional sale and title retention
agreements); provided that (i) such security interests secure Indebtedness permitted by
Section 6.01(i) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such
security interests are incurred, and the Indebtedness secured thereby is created, within 270 days
after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed
100% of the cost of such equipment or other property or improvements at the time of such
acquisition (or construction), including transaction costs incurred by the Borrower or any
Subsidiary in connection with such acquisition (or construction) and (iv) such security interests
do not apply to any other property or assets of the Borrower or any Subsidiary (other than to
accessions to such equipment or other property or improvements); provided further
that individual financings of equipment provided by a single lender may be cross-collateralized to
other financings of equipment provided solely by such lender;



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          (j) Liens arising out of capitalized lease transactions permitted under Section 6.03, so long
as such Liens attach only to the property sold and being leased in such transaction and any
accessions thereto or proceeds thereof and related property;




          (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);




          (l) other Liens with respect to property or assets of the Borrower or any Subsidiary not
constituting Collateral for the Obligations with an aggregate fair market value (valued at the time
of creation thereof) of not more than U.S.$20.0 million at any time;




          (m) Liens disclosed by the title insurance policies and any replacement, extension or renewal
of any such Lien; provided that such replacement, extension or renewal Lien shall not cover
any property other than the property that was subject to such Lien prior to such replacement,
extension or renewal; provided further that the Indebtedness and other obligations
secured by such replacement, extension or renewal Lien are permitted by this Agreement;




          (n) Liens in respect of Permitted Receivables Financings;




          (o) any interest or title of, or Liens created by, a lessor under any leases or subleases
entered into by the Borrower or any Subsidiary, as tenant, in the ordinary course of business;




          (p) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered
into with customers of the Borrower or any Subsidiary in the ordinary course of business;




          (q) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights;




          (r) Liens securing obligations in respect of trade-related letters of credit permitted under
Section 6.01(f) or (p) and covering the goods (or the documents of title in respect of such goods)
financed by such letters of credit and the proceeds and products thereof;




          (s) licenses of intellectual property granted in the ordinary course of business;




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




          (u) Liens on the assets of a Foreign Subsidiary that do not constitute Collateral and which
secure Indebtedness of such Foreign Subsidiary that is not otherwise secured by a Lien on the
Collateral under the Loan Documents and that is permitted to be incurred under Section 6.01(a) or
(k);



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          (v) Liens upon specific items of inventory or other goods and proceeds of the Borrower or any
of the Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;




          (w) Liens solely on any cash earnest money deposits made by the Borrower or any of the
Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;




          (x) Liens arising from precautionary Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Borrower or any of the Subsidiaries in the ordinary
course of business;




          (y) Liens securing insurance premium financing arrangements in an aggregate principal amount
not to exceed 2% of Consolidated Total Assets, provided that such Lien is limited to the
applicable insurance contracts; and




          (z) Liens on the assets of a Foreign Subsidiary which secure Indebtedness of such Foreign
Subsidiary that is permitted to be incurred under Section 6.01(p) or (s); provided,
however, that if such Liens are on assets that constitute Collateral, such Liens may be
pari passu with, but not prior to, the Liens granted in favor of the Collateral Agent under the
Collateral Agreements unless such Liens secure letters of credit or bank guarantees and such assets
constitute the rights of such Foreign Subsidiary under the contracts and agreements in respect of
which such Indebtedness was incurred.




          Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly,
on (1) Pledged Collateral, other than Liens in favor of the Collateral Agent and Liens permitted by
Section 6.02(d), (e), (q) or (z), or (2) Mortgaged Property, in each case, other than Liens in
favor of the Collateral Agent, Prior Liens and Permitted Encumbrances.




          SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly
or indirectly, with any Person whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or
lease such property or other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”),
provided that a Sale and Lease-Back Transaction shall be permitted so long as at the time
the lease in connection therewith is entered into, and after giving effect to the entering into of
such Lease, the Remaining Present Value of such lease (together with Indebtedness outstanding
pursuant to paragraphs (h) and (i) of Section 6.01 and the Remaining Present Value of outstanding
leases previously entered into under this Section 6.03) would not exceed 3.75% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date such lease is
entered into for which financial statements have been delivered pursuant to Section 5.04.




          SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire (including
pursuant to any merger with a Person that is not a Wholly Owned Subsidiary immediately prior to
such merger) any Equity Interests, evidences of Indebtedness or other securities of, make or permit
to exist any loans or advances (other than intercompany current



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liabilities incurred in the
ordinary course of business in connection with the cash management operations of the Borrower and
the Subsidiaries) to or
Guarantees of the obligations of, or make or permit to exist any investment or any other
interest in (each, an “Investment”), in any other Person, except:




          (a) Investments (including, but not limited to, Investments in Equity Interests, intercompany
loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing
Date by (i) Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount (valued
at the time of the making thereof and without giving effect to any write-downs or write-offs
thereof) not to exceed an amount equal to (x) U.S.$30.0 million (plus any return of capital
actually received by the respective investors in respect of investments previously made by them
pursuant to this clause a(i)), plus (y) the portion, if any, of the Available Investment
Basket Amount on the date of such election that the Borrower elects to apply to this Section
6.04(a), (ii) Loan Parties in other Loan Parties and (iii) Subsidiaries that are not Loan Parties
in Loan Parties.




          (b) Permitted Investments and investments that were Permitted Investments when made;




          (c) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash
consideration for the sale of assets permitted under Section 6.05;




          (d) (i) loans and advances to employees of the Borrower or any Subsidiary in the ordinary
course of business not to exceed U.S.$2.5 million in the aggregate at any time outstanding
(calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll
payments and expenses to employees in the ordinary course of business;




          (e) accounts receivable arising and trade credit granted in the ordinary course of business
and any securities received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and
any prepayments and other credits to suppliers made in the ordinary course of business;




          (f) Swap Agreements permitted pursuant to Section 6.13 and Capital Expenditures permitted
pursuant to Section 6.10;




          (g) Investments existing on the Closing Date and set forth on Part I of Schedule 6.04
and Investments set forth on Part II of Schedule 6.04;




          (h) Investments resulting from pledges and deposits referred to in Sections 6.02(f) and (g);




          (i) other Investments by the Borrower or any Subsidiary in an aggregate amount (valued at the
time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not
to exceed (i) U.S.$20.0 million (plus any returns of capital actually received by the
respective investor in respect of investments theretofore made by it pursuant to this paragraph
(i)), plus (ii) the portion, if any, of the Available Investment Basket Amount on the date
such election is made that the Borrower elects to apply to this paragraph (i);



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          (j) Investments constituting Permitted Business Acquisitions in an aggregate amount, which
shall be deemed to include the principal amount of Indebtedness that is assumed pursuant to Section
6.01 in connection with such Permitted Business Acquisitions, not to exceed (i) U.S.$35.0 million
(net of any return representing return of capital in respect of any such investment and valued at
the time of the making thereof); provided that (x) such amount shall be increased to (a)
U.S.$70.0 million, during any period that is a Permitted Business Acquisition Step Up Period
pursuant to clause (a) of the definition thereof, or (b) U.S.$100.0 million, during any period that
is a Permitted Business Acquisition Step Up Period pursuant to clause (b) of the definition
thereof, in each case plus (y) the portion, if any, of the Available Investment Basket
Amount on the date such election is made that the Borrower elects to apply to this paragraph (j),
(ii) if any Person acquired in a Permitted Business Acquisition is not merged into the Borrower or
a Loan Party or does not become upon consummation of such Permitted Business Acquisition a Loan
Party, the aggregate amount expended in respect thereof and for all such similar Permitted Business
Acquisitions shall not exceed an amount equal to 50% of the amount of Permitted Business
Acquisitions otherwise permitted under this Section 6.04(j) and (iii) if the amount of Investments
constituting Permitted Business Acquisitions in accordance with this Section 6.04(j) and
outstanding at the time a Permitted Business Acquisition Step-Up Period ends exceeds the amount of
Investments constituting Permitted Business Acquisitions that would be permitted under this Section
6.04(j) immediately after the end of such Permitted Business Acquisition Step-Up Period, then the
amount of such excess (less the amount by which investments constituting Permitted Business
Acquisitions are reduced from such time until the commencement of the next Permitted Business
Acquisition Step-Up Period, if any) shall be deemed to be permitted under this Section 6.04(j);
provided further that such excess, if any, shall be deemed an election by the
Borrower to utilize the Available Investment Basket Amount in any amount equal to such excess;




          (k) additional Investments may be made from time to time to the extent made with proceeds of
Equity Interests (excluding proceeds received as a result of the exercise of Cure Rights pursuant
to Section 7.03) of the Borrower, which proceeds or Investments in turn are contributed (as common
equity) to any Loan Party;




          (l) Investments (including, but not limited to, Investments in Equity Interests, intercompany
loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing
Date by Subsidiaries that are not Loan Parties in any Loan Party or other Subsidiary.




          (m) Investments arising as a result of Permitted Receivables Financings;




          (n) the Transactions;




          (o) Investments received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with or judgments against, customers and suppliers, in each
case in the ordinary course of business;




          (p) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged
into the Borrower or merged into or consolidated with a Subsidiary in accordance with Section 6.05
after the Closing Date to the extent that such Investments were not



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made in contemplation of or in connection with such acquisition, merger or consolidation and
were in existence on the date of such acquisition, merger or consolidation; and




          (q) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease
Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into
by any Subsidiary in the ordinary course of business.




          SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into
or consolidate with any other Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue,
sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Subsidiary or
preferred equity interests of the Borrower, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or any substantial part of the assets of any other
Person, except that this Section shall not prohibit:




          (a) (i) the purchase and sale of inventory, supplies, materials and equipment and the purchase
and sale of contract rights or licenses or leases of intellectual property, in each case in the
ordinary course of business by the Borrower or any Subsidiary, (ii) the sale of any other asset in
the ordinary course of business by the Borrower or any Subsidiary, (iii) the sale of surplus,
obsolete or worn out equipment or other property in the ordinary course of business by the Borrower
or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business;




          (b) if at the time thereof and immediately after giving effect thereto no Event of Default
shall have occurred and be continuing, (i) the merger of any Subsidiary into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) the merger or consolidation of
any Subsidiary into or with any Loan Party in a transaction in which the surviving or resulting
entity is a Loan Party and, in the case of each of clauses (i) and (ii), no Person other than the
Borrower or a Loan Party receives any consideration, (iii) the merger or consolidation of any
Subsidiary that is not a Loan Party into or with any other Subsidiary that is not a Loan Party or
(iv) the liquidation or dissolution (other than the Borrower) or change in form of entity of the
Borrower or any Subsidiary if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially disadvantageous to the
Lenders;




          (c) sales, transfers, leases or other dispositions to the Borrower or a Subsidiary (upon
voluntary liquidation or otherwise); provided that any sales, transfers, leases or other
dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be made in compliance
with Section 6.07; provided further that the aggregate gross proceeds of any sales,
transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Loan Party in
reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold,
transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of
the Borrower, 3.75% of Consolidated Total Assets as of the end of the immediately preceding fiscal
year;




          (d) Sale and Lease-Back Transactions permitted by Section 6.03;



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          (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Dividends
permitted by Section 6.06;




          (f) the purchase and sale or other transfer (including by capital contribution) of Receivables
Assets pursuant to Permitted Receivables Financings;




          (g) the sale of defaulted receivables in the ordinary course of business and not as part of an
accounts receivables financing transaction;




          (h) sales, transfers, leases or other dispositions of assets not otherwise permitted by this
Section 6.05; provided that the aggregate gross proceeds (including noncash proceeds) of
any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this
paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in
any fiscal year of the Borrower, 3.75% of Consolidated Total Assets as of the end of the
immediately preceding fiscal year; provided further that the Net Proceeds thereof
are applied in accordance with Section 2.11(c);




          (i) any merger or consolidation in connection with a Permitted Business Acquisition,
provided that following any such merger or consolidation (i) involving the Borrower, the
Borrower is the surviving corporation and (ii) involving a domestic Subsidiary, the surviving or
resulting entity shall be a Loan Party that is a Wholly Owned Subsidiary;




          (j) licensing and cross-licensing arrangements involving any technology or other intellectual
property of the Borrower or any Subsidiary in the ordinary course of business;




          (k) abandonment, cancellation or disposition of any intellectual property of the Borrower in
the ordinary course of business,




          (l) the sale of the facility located at Plaistow, New Hampshire, and




          (m) sales, leases or other dispositions of inventory of the Borrower and its Subsidiaries
determined by the management of the Borrower to be no longer useful or necessary in the operation
of the business of the Borrower or any of the Subsidiaries; provided that the Net Proceeds
thereof are applied in accordance with Section 2.11(c).




          Notwithstanding anything to the contrary contained in Section 6.05 above, (i) Holdings or the
Borrower may, subject to clause (ii) and so long as no Event of Default shall have occurred and be
continuing or would result therefrom, sell, grant or otherwise issue Equity Interests to members of
management of Holdings or the Borrower pursuant to stock option, stock ownership, stock incentive
or similar plans, (ii) Holdings shall at all times own, directly or indirectly, at least 80% of the
Equity Interests of the Borrower, (iii) no sale, transfer or other disposition of assets shall be
permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan
Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph
(f) hereof) unless such disposition is for fair market value, (iv) no sale, transfer or other
disposition of assets shall be permitted by paragraph (a), (d), (f) or (k) of this Section 6.05
unless such disposition is for at least 75% cash consideration and (v) no sale,
transfer or other disposition of assets in excess of U.S.$5.0 million shall be permitted by
paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration;



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provided that for purposes of clauses (iii) and (iv), the amount of any secured
Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the
Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower
or any Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be
deemed cash.




          SECTION 6.06. Dividends and Distributions. Declare or pay, directly or indirectly,
any dividend or make any other distribution (by reduction of capital or otherwise), whether in
cash, property, securities or a combination thereof, with respect to any of its Equity Interests
(other than dividends and distributions on Equity Interests payable solely by the issuance of
additional shares of Equity Interests of the Person paying such dividends or distributions) or
directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any
Subsidiary to purchase or acquire) any shares of any class of its Equity Interests or set aside any
amount for any such purpose; provided, however, that:




          (a) any Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity
Interests from or make other distributions to, the Borrower or to any Wholly Owned Subsidiary of
the Borrower (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any subsidiary
that is a direct or indirect parent of such subsidiary and to each other owner of Equity Interests
of such subsidiary on a pro rata basis (or more favorable basis from the
perspective of the Borrower or such subsidiary) based on their relative ownership interests);




          (b) the Borrower and each Subsidiary may declare and pay dividends or make other distributions
to any Parent Company in respect of overhead of such Parent Company or its direct or indirect
owners, including, without limitation, legal, accounting and professional fees and other fees and
expenses in connection with the maintenance of its existence and its ownership of the Borrower, in
each case, to the extent attributable to the ownership of such Parent Company in the Borrower or
such Subsidiary;




          (c) the Borrower and each Subsidiary may repurchase, redeem or otherwise acquire or retire (or
make dividends or distributions to any Parent Company to finance any such repurchase, redemption or
other acquisition or retirement) for value any Equity Interests of the Borrower, any Parent Company
or any Subsidiary held by any current or former officer, director, consultant or employee of the
Borrower, any Parent Company or any Subsidiary pursuant to any equity subscription agreement, stock
option agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement or
any Plan and Subsidiaries may declare and pay dividends to the Borrower or any other Subsidiary the
proceeds of which are used for such purposes, provided that the aggregate amount of such
purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year U.S.$5.0
million (plus the amount of net proceeds (x) received by the Borrower during such calendar year
from sales of Equity Interests of the Borrower to directors, consultants, officers or employees of
the Borrower or any Subsidiary in connection with permitted employee compensation and incentive
arrangements and (y) of any key-man life insurance policies recorded during such calendar year) which, if not
used in any year, may be carried forward to any subsequent calendar year;




          (d) noncash repurchases of Equity Interests deemed to occur upon exercise of stock options if
such Equity Interests represent a portion of the exercise price of such options;



CI Acquisition Credit Agreement





 









 








          (e) so long as no Default or Event of Default shall have occurred and is continuing, the
Borrower may declare and pay dividends or make other distributions of up to 5% per calendar year of
the net cash proceeds received by the Borrower from any public offering of the Equity Interests of
the Borrower;




          (f) the Borrower may make distributions to its members of management that hold Equity
Interests of the Borrower in respect of such Equity Interests in an aggregate amount not to exceed
in any fiscal year, together with such amounts permitted under Section 6.06(g) for such fiscal
year, U.S.$5 million;




          (g) the Borrower may make distributions to any Parent Company solely in connection with
distributions to members of management of Holdings that hold profit interests in Holdings in an
aggregate amount not to exceed in any fiscal year, together with such amounts permitted under
Section 6.06(f) for such fiscal year, U.S.$3 million; and




          (h) Payments on Management Notes so long as such payments are in accordance with the
subordination provisions related thereto.




          SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any property or
assets to, or purchase or acquire any property or assets from, or otherwise engage in any other
transaction with, any of its Affiliates, unless such transaction is (i) otherwise permitted (or
required) under this Agreement (including in connection with any Permitted Receivables Financing)
or (ii) upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would
be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate;
provided that this clause (ii) shall not apply to the indemnification of directors of the
Borrower and the Subsidiaries in accordance with customary practice.




          (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under
this Agreement,





     (i) any issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock
ownership plans and the granting and performance of registration rights approved by the
Board of Directors of the Borrower,




     (ii) transactions among the Borrower and the Loan Parties and transactions among the
non-Loan Parties otherwise permitted by this Agreement,




     (iii) any indemnification agreement or any similar arrangement entered into with
directors, officers, consultants and employees of the Borrower and the Subsidiaries
or any Parent Company in the ordinary course of business and the payment of fees and
indemnities to directors, officers, consultants and employees of the Borrower and the
Subsidiaries or any Parent Company in the ordinary course of business,




     (iv) transactions pursuant to permitted agreements in existence on the Closing Date and
set forth on Schedule 6.07 or any amendment thereto to the extent such amendment is
not adverse to the Lenders in any material respect,


CI Acquisition Credit Agreement





 









 









     (v) any employment agreement or employee benefit plan entered into by the Borrower or
any of the Subsidiaries in the ordinary course of business or consistent with past practice
and payments pursuant thereto,




     (vi) transactions otherwise permitted under Section 6.04 and Section 6.06,




     (vii) any purchase by the Funds or any Fund Affiliate of Equity Interests of the
Borrower or any contribution by the Borrower to, or purchase by the Borrower of, the equity
capital of the Borrower; provided that any Equity Interests of the Borrower
purchased by the Borrower shall be pledged to the Collateral Agent on behalf of the Lenders
pursuant to the applicable Collateral Agreement,




     (viii) payments by the Borrower or any of the Subsidiaries to the Funds or any Fund
Affiliate made for any financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including in connection with acquisitions
or divestitures, which payments are approved by the majority of the board of directors of
the Borrower, in good faith,




     (ix) the existence of, or the performance by the Borrower or any of the Subsidiaries of
its obligations under the terms of, the Acquisition Agreement, or any agreement contemplated
thereunder to which it is a party as of the Closing Date, or the Holdings LLC Agreement;
provided, however, that the existence of, or the performance by the Borrower
or any subsidiary of obligations under any future amendment to any such existing agreement
or under any similar agreement entered into after the Closing Date shall only be permitted
by this clause (x) to the extent that the terms of any such amendment or new agreement are
not otherwise disadvantageous to the Lenders in any material respect,




     (x) transactions with any Affiliate for the purchase or sale of goods, products, parts
and services entered into in the ordinary course of business in a manner consistent with
past practice,




     (xi) any transaction in respect of which the Borrower delivers to the Administrative
Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the
Borrower from an accounting, appraisal or investment banking firm, in each case of
nationally recognized standing that is (A) in the good faith determination of the Borrower
qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent,
which letter states that such transaction is on terms that are no less favorable to the
Borrower or such Subsidiary, as applicable, than would be obtained in a comparable
arm’s-length transaction with a Person that is not an Affiliate,




     (xii) the payment of all fees, expenses, bonuses and awards related to the Transactions
contemplated by the Acquisition Documents, including fees to the Funds or any Fund
Affiliate,




     (xiii) transactions pursuant to any Permitted Receivables Financing,


CI Acquisition Credit Agreement





 









 









     (xiv) the issuance of Management Notes, and payments pursuant thereto, so long as such
payments are in accordance with the subordination provisions related thereto,




     (xv) so long as not otherwise prohibited under this Agreement, guarantees of
performance by the Borrower or any Subsidiary of any other Subsidiary or the Borrower that
are not a Loan Party in the ordinary course of business, except for guarantees of
Indebtedness in respect of borrowed money, and




     (xvi) if such transaction is with a Person in its capacity as a holder (A) of
Indebtedness of the Borrower or any Subsidiary where such Person is treated no more
favorably than the other holders of Indebtedness of the Borrower or any Subsidiary or (B) at
any time after an initial public offering of Equity Interests of the Borrower, of Equity
Interests of the Borrower or any Subsidiary where such Person is treated no more favorably
than the other holders of Equity Interests of the Borrower or any Subsidiary.



          SECTION 6.08. Business of the Borrower and the Subsidiaries. Notwithstanding any
other provisions hereof, engage at any time in any business or business activity other than any
business or business activity conducted by it on the Closing Date and any business or business
activities incidental or related thereto, or any business or activity that is reasonably similar
thereto or a reasonable extension, development or expansion thereof or ancillary thereto, including
the consummation of the Transactions.




          SECTION 6.09. Limitation on Modifications of Indebtedness; Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements; etc. (a) Amend or modify in any manner
materially adverse to the Lenders, or grant any waiver or release under or terminate in any manner
(if such granting or termination shall be materially adverse to the Lenders), the articles or
certificate of incorporation or by-laws or partnership agreement or limited liability company
operating agreement of the Borrower or any of the Subsidiaries or the Acquisition Agreement.




          (b) (i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or
interest on the Senior Subordinated Notes or any Permitted Subordinated Debt Securities, or any
payment or other distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of the Senior Subordinated Notes or any Permitted Subordinated Debt
Securities (except for Refinancings permitted by Section 6.01(l)), except for (A) payments of
regularly scheduled interest, (B) with respect to Permitted Subordinated Debt Securities, payments
made solely with the proceeds from the issuance of
Equity Interests or from equity contributions, other than those received in connection with
Permitted Cure Securities and (C) with respect to the Senior Subordinated Notes, so long as no
Default or Event of Default has occurred and is continuing or would result therefrom, purchases and
redemptions of Senior Subordinated Notes in an amount not to exceed U.S. $60.0 million
provided that, after giving effect to any such purchases and redemptions under this clause
(C), the Leverage Ratio shall be less than 3.00:1.00, calculated on a pro forma basis as of the
last day



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of the most recently ended fiscal quarter in respect of which financial statements have
been delivered pursuant to Section 5.04; or




          (ii) Amend or modify, or permit the amendment or modification of, any provision of any Senior
Subordinated Note or any Permitted Senior Debt Securities or Permitted Subordinated Debt
Securities, any Permitted Receivables Document or any agreement (including any Senior Subordinated
Notes Document or any document relating to any Permitted Senior Debt Securities or Permitted
Subordinated Debt Securities) relating thereto, other than amendments or modifications that are not
in any manner materially adverse to Lenders and that do not affect the subordination provisions
thereof (if any) in a manner adverse to the Lenders.




          (c) Permit any Subsidiary to enter into any agreement or instrument that by its terms
restricts (i) the payment of dividends or distributions or the making of cash advances by such
Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary
or (ii) the granting of Liens by such Subsidiary pursuant to the Security Documents, in each case
other than those arising under any Loan Document, except, in each case, restrictions existing by
reason of:





     (A) restrictions imposed by applicable law;




     (B) restrictions contained in any Permitted Receivables Document with respect to any
Special Purpose Receivables Subsidiary;




     (C) contractual encumbrances or restrictions in effect on the Closing Date under (x)
any Senior Subordinated Note Document or (y) any agreements related to any permitted
renewal, extension or refinancing of any Indebtedness existing on the Closing Date that does
not expand the scope of any such encumbrance or restriction;




     (D) restrictions imposed by any Permitted Senior Debt Securities that are substantially
similar to restrictions set forth in the Credit Agreement;




     (E) any restriction on a Subsidiary imposed pursuant to an agreement entered into for
the sale or disposition of all or substantially all the Equity Interests or assets of a
Subsidiary pending the closing of such sale or disposition;




     (F) customary provisions in joint venture agreements and other similar agreements
applicable to joint ventures entered into in the ordinary course of business;




     (G) any restrictions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement to the extent that such restrictions apply only to the property
or assets securing such Indebtedness;




     (H) customary provisions contained in leases or licenses of intellectual property and
other similar agreements entered into in the ordinary course of business;




     (I) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;


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     (J) customary provisions restricting assignment of any agreement entered into in the
ordinary course of business;




     (K) customary restrictions and conditions contained in any agreement relating to the
sale of any asset permitted under Section 6.05 pending the consummation of such sale; or




     (L) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long
as such agreement was not entered into in contemplation of such Person becoming a
Subsidiary.



          SECTION 6.10. Capital Expenditures. Permit the Borrower or its Subsidiaries to make
any Capital Expenditure, except that:




          (a) The Borrower and its Subsidiaries may make Capital Expenditures so long as during any
fiscal year the aggregate amount thereof does not exceed the amount set forth opposite such fiscal
year below:




	 	 	 	 	 	 	 	 	 
	Year	 	 	 	 	 	Amount
	2006
	 	 	 	 	 	$	15,000,000	 
	2007
	 	 	 	 	 	$	15,000,000	 
	2008
	 	 	 	 	 	$	15,000,000	 
	2009
	 	 	 	 	 	$	15,000,000	 
	2010
	 	 	 	 	 	$	15,000,000	 






          (b) Notwithstanding anything to the contrary contained in paragraph (a) above, to the extent
that the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries in any
fiscal year of the Borrower pursuant to Section 6.10(a) is less than the amount set forth for such
fiscal year, the amount of such difference may be carried forward and used to make Capital
Expenditures in the two succeeding fiscal years; provided that in any fiscal year, the
amount permitted to be applied to make Capital Expenditures pursuant to this paragraph (b) shall in
no event exceed an amount equal to 50% of the amount set forth in Section 6.10(a) for such fiscal
year.




          (c) In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (a)
and (b), the Borrower and its Subsidiaries may make additional Capital Expenditures at any time in
an amount not to exceed the portion, if any, of the Available Investment Basket Amount on the date
of such Capital Expenditure that the Borrower elects to apply to this Section 6.10(c).




          SECTION 6.11. Interest Coverage Ratio. Permit the ratio (the “Interest Coverage
Ratio”) on the last day of the fiscal quarter set forth below, for the four quarter period
ended as of such day of (a) EBITDA to (b) Cash Interest Expense to be less than the ratio set forth
below for such period; provided that to the extent any Asset Disposition or any Asset
Acquisition (or any similar transaction or transactions for which a waiver or a consent of the
Required Lenders pursuant to Section 6.05 has been obtained) or incurrence or repayment of
Indebtedness (excluding normal fluctuations in revolving Indebtedness incurred for working



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capital
purposes) has occurred during the relevant Test Period, the Interest Coverage Ratio shall be
determined for the respective Test Period on a pro forma Basis for such occurrences.




	 	 	 
	Period Ended	 	Ratio
	December 31, 2005

	 	1.75 to 1.00
	March 31, 2006

	 	1.75 to 1.00
	June 30, 2006

	 	1.75 to 1.00
	September 30, 2006

	 	1.75 to 1.00
	December 31, 2006

	 	2.00 to 1.00
	March 31, 2007

	 	2.00 to 1.00
	June 30, 2007

	 	2.00 to 1.00
	September 30, 2007

	 	2.00 to 1.00
	December 31, 2007

	 	2.00 to 1.00
	March 31, 2008

	 	2.25 to 1.00
	June 30, 2008

	 	2.25 to 1.00
	September 30, 2008

	 	2.25 to 1.00
	December 31, 2008 and thereafter

	 	2.25 to 1.00






          SECTION 6.12. Leverage Ratio. Permit the Leverage Ratio on the last day of any fiscal
quarter set forth below, to be in excess of the ratio set forth below for such period.



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	Period Ended	 	Ratio
	December 31, 2005

	 	6.75 to 1.000
	March 31, 2006

	 	6.75 to 1.000
	June 30, 2006

	 	6.75 to 1.000
	September 30, 2006

	 	6.50 to 1.000
	December 31, 2006

	 	6.50 to 1.000
	March 31, 2007

	 	6.25 to 1.000
	June 30, 2007

	 	6.25 to 1.000
	September 30, 2007

	 	6.00 to 1.000
	December 31, 2007

	 	6.00 to 1.000
	March 31, 2008

	 	5.75 to 1.000
	June 30, 2008

	 	5.75 to 1.000
	September 30, 2008

	 	5.50 to 1.000
	December 31, 2008 and thereafter

	 	5.00 to 1.000






          SECTION 6.13. Swap Agreements. Enter into any Swap Agreement, other than (a) Swap
Agreements required by Section 5.12 or any Permitted Receivables Financing, (b) Swap Agreements
entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of its liabilities, and
(c) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.




          SECTION 6.14. Designated Senior Debt. Designate any Indebtedness of the Borrower or
any of the Subsidiaries other than (i) the Obligations hereunder and (ii) Permitted Senior Debt
Securities as “Designated Senior Indebtedness” under, and as defined in, the Senior Subordinated
Notes Indenture.




ARTICLE VII




EVENTS OF DEFAULT




          SECTION 7.01. Events of Default. In case of the happening of any of the following
events (“Events of Default”):




          (a) any representation or warranty made or deemed made by the Borrower or any other Loan Party
in any Loan Document, or any representation, warranty, statement or information contained in any
report, certificate, financial statement or other instrument furnished in connection with or
pursuant to any Loan Document, shall prove to have been false or misleading in any material respect
when so made, deemed made or furnished by the Borrower or any other Loan Party;




          (b) default shall be made in the payment of any principal of any Loan or the reimbursement
with respect to any L/C Disbursement when and as the same shall become due



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and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise;




          (c) default shall be made in the payment of any interest on any Loan or on any L/C
Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in
(b) above) due under any Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of five (5) Business Days;




          (d) default shall be made in the due observance or performance by the Borrower or any of the
Subsidiaries of any covenant, condition or agreement contained in Section 5.01(a) (with respect to
the Borrower), 5.05(a), 5.08, 5.10(c) or in Article VI;




          (e) default shall be made in the due observance or performance by the Borrower or any of the
Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than
those specified in paragraphs (b), (c) and (d) above) and such default shall continue unremedied
for a period of 30 days after notice thereof from the Administrative Agent or any Lender to the
Borrower;




          (f) (i) any event or condition occurs that (A) results in any Material Indebtedness becoming
due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods
having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its
or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) the Borrower
or any of the Subsidiaries shall fail to pay the principal of any Material Indebtedness at the
stated final maturity thereof; provided that this clause (f) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the
documents providing for such Indebtedness;




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




          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in
a court of competent jurisdiction seeking (i) relief in respect of the Borrower or any of the
Subsidiaries, or of a substantial part of the property or assets of the Borrower or any Subsidiary,
under Title 11 of the United States Code, as now constituted or hereafter amended, or any other
federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower
or any of the Subsidiaries or for a substantial part of the property or assets of the Borrower or
any of the Subsidiaries or (iii) the winding-up or liquidation of the Borrower or any Subsidiary
(except, in the case of any Subsidiary, in a transaction permitted by Section 6.05); and such
proceeding or petition shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;




          (i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other federal, state or foreign bankruptcy, insolvency,
receivership or similar law, (ii) consent to the institution of, or fail to contest in a
timely and




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appropriate manner, any proceeding or the filing of any petition described in paragraph
(h) above, (iii) apply for, request or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any of the
Subsidiaries or for a substantial part of the property or assets of the Borrower or any Subsidiary,
(iv) file an answer admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit
in writing its inability or fail generally to pay its debts as they become due;




          (j) the failure by the Borrower or any Subsidiary to pay one or more final judgments
aggregating in excess of U.S.$10.0 million (net of any amounts which are covered by insurance or
bonded), which judgments are not discharged or effectively waived or stayed for a period of 30
consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets
or properties of the Borrower or any Subsidiary to enforce any such judgment;




          (k) one or more ERISA Events shall have occurred that, when taken together with all other
ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse
Effect;




          (l) (i) any Loan Document shall for any reason be asserted in writing by the Borrower or any
Subsidiary not to be a legal, valid and binding obligation of any party thereto, (ii) any security
interest purported to be created by any Security Document and to extend to Collateral that is not
immaterial to the Borrower and its Subsidiaries on a consolidated basis shall cease to be, or shall
be asserted in writing by the Borrower or any other Loan Party not to be, a valid and perfected
security interest (having the priority required by this Agreement or the relevant Security
Document) in the securities, assets or properties covered thereby, except to the extent that (x)
any such loss of perfection or priority results from the failure of the Collateral Agent to
maintain possession of certificates actually delivered to it representing securities pledged under
the Collateral Agreements or to file UCC continuation statements, (y) such loss is covered by a
lender’s title insurance policy and the Administrative Agent shall be reasonably satisfied with the
credit of such insurer or (z) any such loss of validity, perfection or priority is the result of
any failure by the Collateral Agent or the Administrative Agent to take any action necessary to
secure the validity, perfection or priority of the liens, or (iii) the Guarantees pursuant to the
Security Documents by the Borrower or the Subsidiary Loan Parties of any of the Obligations shall
cease to be in full force and effect (other than in accordance with the terms thereof), or shall be
asserted in writing by the Borrower or any Subsidiary Loan Party not to be in effect or not to be
legal, valid and binding obligations;



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




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other Loan Document to the contrary notwithstanding and (iii) demand cash collateral pursuant to Section
2.05(j); and in any event with respect to the Borrower described in paragraph (h) or (i) above, the
Commitments shall automatically terminate, the principal of the Loans then outstanding, together
with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower
accrued hereunder and under any other Loan Document, shall automatically become due and payable and
the Administrative Agent shall be deemed to have made a demand for cash collateral to the full
extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in
any other Loan Document to the contrary notwithstanding.




          SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the purposes of
determining whether an Event of Default has occurred under clause (h) or (i) of Section 7.01, any
reference in any such clause to any Subsidiary shall be deemed not to include any Subsidiary
affected by any event or circumstance referred to in any such clause that did not, as of the last
day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess
of 2.5% of the Consolidated Total Assets or 2.5% of total revenues of the Borrower and its
Subsidiaries as of such date; provided that if it is necessary to exclude more than one
Subsidiary from clause (h) or (i) of Section 7.01 pursuant to this Section 7.02 in order to avoid
an Event of Default thereunder, all excluded Subsidiaries shall be considered to be a single
consolidated Subsidiary for purposes of determining whether the condition specified above is
satisfied.




          SECTION 7.03. The Borrower’s Right to Cure. (a) Financial Performance
Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event
that the Borrower fails to comply with the requirements of any Financial Performance Covenant,
until the expiration of the 10th day subsequent to the date the certificate calculating such
Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), the
Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash
contributions to the capital of the Borrower (collectively, the “Cure Right”), and upon the
receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the
Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect
to the following pro forma adjustments:





     (i) EBITDA shall be increased, solely for the purpose of measuring the Financial
Performance Covenants and not for any other purpose under this Agreement, by an amount equal
to the Cure Amount; and




     (ii) If, after giving effect to the foregoing recalculations, the Borrower shall then
be in compliance with the requirements of all Financial Performance Covenants, the Borrower
shall be deemed to have satisfied the requirements of the Financial Performance Covenants as
of the relevant date of determination with the same effect as though there had been no
failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.



          (b) Limitation on Exercise of Cure Right. Notwithstanding anything herein to the
contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in




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which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be a
period of at least four consecutive fiscal quarters during which the Cure Right is not exercised
and (c) the Cure Amount shall be no greater than the amount required for purposes of complying with
the Financial Performance Covenants.




ARTICLE VIII




THE AGENTS




          SECTION 8.01. Appointment. (a) In order to expedite the transactions contemplated
by this Agreement, (i) Citicorp North America, Inc. is hereby appointed to act as Administrative
Agent and Collateral Agent and (ii) Morgan Stanley Senior Funding, Inc. is hereby appointed to act
as Syndication Agent. Each of the Lenders and each assignee of any such Lender hereby irrevocably
authorizes the Administrative Agent to take such actions on behalf of such Lender or assignee and
to exercise such powers as are specifically delegated to the Administrative Agent by the terms and
provisions hereof and of the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the
Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on
behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans,
all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such
Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper
share of each payment so received; (b) to give notice on behalf of each of the Lenders of any Event
of Default specified in this Agreement of which the Administrative Agent has actual knowledge
acquired in connection with the performance of its duties as Administrative Agent hereunder; and
(c) to distribute to each Lender copies of all notices, financial statements and other materials
delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent.
Without limiting the generality of the foregoing, the Collateral Agent is hereby expressly
authorized to execute any and all documents (including releases) with respect to the Collateral and
the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with
the provisions of this Agreement and the Security Documents, and all rights and remedies in respect
of such Collateral shall be controlled by the Collateral Agent.




          (b) Neither the Agents nor any of their respective directors, officers, employees or agents
shall be liable as such for any action taken or omitted by any of them except for its or his own
gross negligence or willful misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or observance by the
Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. The Agents shall not be responsible to the
Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this
Agreement or any other Loan Documents or other instruments or agreements. The Agents shall in all
cases be fully protected in acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders and, except as otherwise specifically provided herein,
such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders.
Each Agent shall, in the absence of knowledge to the contrary, be entitled to rely on




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any instrument or document believed by it in good faith to be genuine and correct and to have been
signed or sent by the proper Person. Neither the Agents nor any of their respective directors,
officers, employees or agents shall have any responsibility to the Borrower or any other Loan Party
or any other party hereto or to any Loan Document on account of the failure, delay in performance
or breach by, or as a result of information provided by, any Lender or Issuing Bank of any of its
obligations hereunder or to any Lender or Issuing Bank on account of the failure of or delay in
performance or breach by any other Lender or Issuing Bank or the Borrower or any other Loan Party
of any of their respective obligations hereunder or under any other Loan Document or in connection
herewith or therewith. Each Agent may execute any and all duties hereunder by or through agents,
employees or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal
counsel selected by it with respect to all matters arising hereunder and shall not be liable for
any action taken or suffered in good faith by it in accordance with the advice of such counsel.




          SECTION 8.02. Nature of Duties. The Lenders hereby acknowledge that no Agent shall
be under any duty to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so by the Required
Lenders. The Lenders further acknowledge and agree that so long as an Agent shall make any
determination to be made by it hereunder or under any other Loan Document in good faith, such Agent
shall have no liability in respect of such determination to any Person. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Loan Documents or otherwise exist against the Administrative
Agent. Each Lender recognizes and agrees that the Joint Lead Arrangers shall have no duties or
responsibilities under this Agreement or any other Loan Document, or any fiduciary relationship
with any Lender, and shall have no functions, responsibilities, duties, obligations or liabilities
for acting as such hereunder.




          SECTION 8.03. Resignation by the Agents. Subject to the appointment and acceptance
of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint
a successor with the consent of the Borrower (not to be unreasonably withheld or delayed). If no
successor shall have been so appointed by the Required Lenders and approved by the Borrower and
shall have accepted such appointment within 45 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders with the consent of the Borrower
(not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an
office in New York, New York and an office in London, England (or a bank having an Affiliate with
such an office) having a combined capital and surplus that is not less than U.S.$500.0 million or
an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a
successor bank, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its
duties and obligations hereunder. After the Agent’s resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as Agent.




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          SECTION 8.04. Each Agent in Its Individual Capacity. With respect to the Loans made
by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights
and powers as any other Lender and may exercise the same as though it were not an Agent, and the
Agents and their Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any of the Subsidiaries or other Affiliates thereof as if it
were not an Agent.




          SECTION 8.05. Indemnification. Each Lender agrees (a) to reimburse the Agents, on
demand, in the amount of its pro rata share (based on its Commitments hereunder (or
if such Commitments shall have expired or been terminated, in accordance with the respective
principal amounts of its applicable outstanding Loans or participations in L/C Disbursements, as
applicable)) of any reasonable expenses incurred for the benefit of the Lenders by the Agents,
including reasonable counsel fees and compensation of agents and employees paid for services
rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (b) to
indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on
demand, in the amount of such pro rata share, from and against any and all
liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against it in its capacity as Agent or any of them in any way relating to or arising out
of this Agreement or any other Loan Document or any action taken or omitted by it or any of them
under this Agreement or any other Loan Document, to the extent the same shall not have been
reimbursed by the Borrower, provided that no Lender shall be liable to an Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such
Agent or any of its directors, officers, employees or agents.




          SECTION 8.06. Lack of Reliance on Agents. Each Lender acknowledges that it has,
independently and without reliance upon the Agents and any Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Agents, any other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement or any other Loan Document, any related agreement or any document
furnished hereunder or thereunder.




          SECTION 8.07. Appointment of Supplemental Collateral Agents. (a) It is the purpose
of this Agreement and the other Loan Documents that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction. It is recognized that in case of litigation
under this Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason
of any present or future law of any jurisdiction it may not exercise any of the rights, powers or
remedies granted herein or in any of the other Loan Documents or take any other action which may be
desirable or necessary in connection therewith, it may be necessary that the Administrative Agent
appoint an additional individual or institution as a separate trustee, co-trustee, collateral
agent, collateral sub-agent or collateral co-agent (any such additional




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individual or institution being referred to herein individually as a “Supplemental Collateral Agent” and collectively
as “Supplemental Collateral Agents”).




          (b) In the event that the Administrative Agent appoints a Supplemental Collateral Agent with
respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended
by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to
the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such
Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such
Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such
Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or performance thereof by
such Supplemental Collateral Agent shall run to and be enforceable by either the Administrative
Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Article and of Section
9.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental
Collateral Agent and all references therein to the Administrative Agent shall be deemed to be
references to the Administrative Agent and/or such Supplemental Collateral Agent, as the context
may require.




          (c) Should any instrument in writing from any Loan Party be required by any Supplemental
Collateral Agent so appointed by the Administrative Agent for more fully and certainly vesting in
and confirming to it such rights, powers, privileges and duties, such Loan Party shall execute,
acknowledge and deliver any and all such instruments promptly upon request by the Administrative
Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such
Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by
the Administrative Agent until the appointment of a new Supplemental Collateral Agent.




ARTICLE IX




MISCELLANEOUS




          SECTION 9.01. Notices. (a) Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:





     (i) if to the Borrower, to it at One Infinity Corporate Centre Drive, Suite 300,
Garfield Heights, Ohio 44125, Attention: Michael F. Biehl, Chief Financial Officer
(telecopy (440) 753-1491) (e-mail: michael.biehl@chart-ind.com), with a copy to First
Reserve Corporation, One Lafayette Place, Greenwich, Connecticut 06830;




     (ii) if to the Administrative Agent or the Collateral Agent, to Citicorp North America,
Inc., 2 Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Valerie Burrows
(telecopy (212) 994-0961) (e-mail: valerie.r.burrows@citigroup.com), with a copy to Shearman
& Sterling LLP, 599 Lexington Avenue, New York, New York 10022, attention: Maura O’
Sullivan, Esq. (telecopy: (646) 848-7897); and



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     (iii) if to an Issuing Bank, to it at the address or telecopy number set forth
separately in writing.



          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative
Agent, the Collateral Agent and 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 further that approval of such procedures may be limited to
particular notices or communications.




          (c) All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered
by hand or overnight courier service, sent by telecopy or (to the extent permitted by paragraph (b)
above) electronic means or on the date five Business Days after dispatch by certified or registered
mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as
provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party
given in accordance with this Section 9.01.




          (d) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.




          SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrower and the Loan Parties herein, in the other Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or
any other Loan Document shall be considered to have been relied upon by the Lenders and each
Issuing Bank and shall survive the making by the Lenders of the Loans, the execution and delivery
of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation
made by such Persons or on their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or L/C Disbursement or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not been terminated. Without prejudice
to the survival of any other agreements contained herein, indemnification and reimbursement
obligations contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall survive the
payment in full of the principal and interest hereunder, the expiration of the Letters of Credit
and the termination of the Commitments or this Agreement.




          SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall
have been executed by Holdings, the Borrower and the Agents and when the Administrative Agent shall
have received copies hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, the
Borrower, each Issuing Bank, the Agents and each Lender and their respective permitted successors
and assigns.




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          SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), except that (i) other than pursuant to a merger permitted by Section 6.05(b) or 6.05(i),
the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents, each Issuing Bank and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.




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





     (A) the Borrower; provided that no consent of the Borrower shall be required
for an assignment in respect of the primary syndication of the Facilities (as reasonably
determined by the Administrative Agent), so long as the Borrower is consulted with respect
to such assignments; provided further that no consent of the Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or,
if an Event of Default has occurred and is continuing, any other assignee (provided
that any liability of the Borrower to an assignee that is an Approved Fund or Affiliate of
the assigning Lender under Section 2.15 or 2.17 shall be limited to the amount, if any, that
would have been payable hereunder by the Borrower in the absence of such assignment); and




     (B) the Administrative Agent and, in the case of Revolving Facility Commitment, the
Swingline Lenders; provided that no consent of the Administrative Agent or the
Swingline Lenders, as applicable, shall be required for an assignment of (i) a Revolving
Facility Commitment to an assignee that is a Revolving Facility Lender immediately prior to
giving effect to such assignment, or (ii) a Term B Loan to a Lender, an Affiliate of a
Lender or Approved Fund immediately prior to giving effect to such assignment.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, an assignment of the entire remaining amount of the assigning Lender’s
Commitment or contemporaneous assignments to related Approved Funds that equal at least
U.S.$1.0 million in the aggregate, the amount of the commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the



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Administrative Agent) shall not be less
than U.S.$5.0 million, in the case of assignments under the Revolving Facility and U.S.$1.0
million, in the case of assignments under the Term Loan B Facility unless the Borrower and
the Administrative Agent otherwise consent; provided that no such consent of the
Borrower shall be required if an Event of Default under paragraph (b), (c), (h) or (i) of
Section 7.01 has occurred and is continuing;




     (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




     (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation fee of
U.S.$3,500; provided that no such recordation fee shall be due in connection with an
assignment to an existing Lender or Affiliate of a Lender or an Approved Fund of such Lender
or an assignment by the Administrative Agent and provided further that only
one such fee shall be payable in connection with contemporaneous assignments to related
Approved Funds; and




     (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.



     For purposes of this Section 9.04(b), the term “Approved Fund” shall have the
following meaning:





     “Approved Fund” shall mean any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by a Lender, an
Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages
a Lender.



          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender hereunder shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and L/C Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the




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Register shall be conclusive, and the Borrower, the Agents, each Issuing Bank and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.




          (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any
Issuing Bank or any Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Agents, each Issuing Bank and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument (oral or written) pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement and the other Loan
Documents; provided that (x) such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver
described in Section 9.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi) of the first proviso
to Section 9.08(b) that affects such Participant and (y) no other agreement (oral or written) with
respect to such Participant may exist between such Lender and such Participant. Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though
it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.




          (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15,
2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent (which shall not be unreasonably withheld). A
Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.17 to the extent such Participant fails to comply with Section 2.17(e) as
though it were a Lender.




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




          SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable
and documented out-of-pocket expenses incurred by the Agents in connection with the preparation of
this Agreement and the other Loan Documents, or by the Agents in connection with the syndication of
the Commitments or the administration of this Agreement (including expenses incurred in connection
with due diligence and initial and ongoing Collateral examination to the extent incurred with the
reasonable prior approval of the Borrower and the reasonable fees, disbursements and the charges
for no more than one counsel in each jurisdiction where Collateral is located) or in connection
with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not
the Transactions hereby contemplated shall be consummated) or incurred by the Agents or any Lender
in connection with the enforcement or protection of their rights in connection with this Agreement
and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued
hereunder, including the reasonable fees, charges and disbursements of Shearman & Sterling LLP,
counsel for the Agents and the Joint Lead Arrangers, and, in connection with any such enforcement
or protection, the reasonable fees, charges and disbursements of any other counsel) (including the
reasonable and documented allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank
or any Lender (but no more than one such counsel for any Lender)).




          (b) The Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, each Issuing Bank,
each Lender and each of their respective directors, trustees, officers, employees, investment
advisors and agents (each such Person being called an “Indemnitee”) against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable and documented counsel fees, charges and disbursements, incurred by
or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i)
the execution or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of
their respective obligations thereunder or the consummation of the Transactions and the other
transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any
Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result primarily from the gross negligence or willful misconduct of
such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing
Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to
and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify
each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable and documented counsel or
consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising
out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way
to Holdings, the Borrower or any of




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their Subsidiaries, or (B) any actual or alleged presence,
Release or threatened Release of Hazardous Materials at, under, on or from any Property, any
property owned, leased or operated by any predecessor of Holdings, the Borrower or any of their
Subsidiaries, or any property at which Holdings, the Borrower or any of their Subsidiaries has sent
Hazardous Wastes for treatment, storage or disposal, provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result from the gross negligence or willful misconduct of such
Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain
operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of any of the Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Agent, any Issuing Bank or any Lender.
All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by
reasonable documentation with respect to any reimbursement, indemnification or other amount
requested.




          (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be
entitled to assume the defense of any action for which indemnification is sought hereunder with
counsel of their choice at its expense (in which case the Borrower shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to each such Indemnitee. Notwithstanding the Borrower’s election to assume the
defense of such action, each Indemnitee shall have the right to employ separate counsel and to
participate in the defense of such action, and the Borrower shall bear the reasonable fees,
costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to
represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual
or potential defendants in, or targets of, any such action include both the Borrower and such
Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses
available to it that are different from or additional to those available to the Borrower (in which
case the Borrower shall not have the right to assume the defense or such action on behalf of such
Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such
Indemnitee to represent it within a reasonable time after notice of the institution of such action;
or (iv) the Borrower shall authorize in writing such Indemnitee to employ separate counsel at the
Borrower’s expense. The Borrower will not be liable under this Agreement for any amount paid by an
Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s
consent, which consent may not be withheld or delayed unless such settlement is unreasonable in
light of such claims or actions against, and defenses available to, such Indemnitee.




          (d) This Section 9.05 shall not apply to Taxes.




          SECTION 9.06. Right of Set-off. Subject to Section 9.22, if an Event of Default
shall have occurred and be continuing, each Lender and each Issuing Bank 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 such Issuing Bank to or for the credit or
the account of any Loan Party or any other Domestic Subsidiary, against any and all obligations of
the Loan Parties, now or hereafter existing under this Agreement or any other Loan Document




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held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank
shall have made any demand under this Agreement or such other Loan Document and although the
obligations may be unmatured. The rights of each Lender and each Issuing Bank under this Section
9.06 are in addition to other rights and remedies (including other rights of set-off) that such
Lender or such Issuing Bank may have.




          SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER
THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Agents, any
Issuing Bank or any Lender in exercising any right or power hereunder or under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Agents, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or any other Loan Document or consent to any departure by the Borrower
or any other Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on the Borrower or any
other Loan Party in any case shall entitle such Person to any other or further notice or demand in
similar or other circumstances.




          (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case
of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each
party thereto and the Collateral Agent and consented to by the Required Lenders; provided,
however, that no such agreement shall





     (i) decrease or forgive the principal amount of, or extend the final maturity of, or
decrease the rate of interest on, any Loan or any L/C Disbursement, without the prior
written consent of each Lender directly affected thereby; provided that any
amendment to the financial covenant definitions in this Agreement shall not constitute a
reduction in the rate of interest for purposes of this clause (i),




     (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or
L/C Participation Fees or other fees of any Lender without the prior written consent of such
Lender (it being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate
Commitments shall not constitute an increase of the Commitments of any Lender),




     (iii) extend or waive any Installment Date or reduce the amount due on any Installment
Date or extend any date on which payment of interest on any Loan or any L/C



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Disbursement or
any Fees is due, without the prior written consent of each Lender adversely affected
thereby,




     (iv) amend or modify the provisions of Section 2.18(b) or (c) in a manner that would by
its terms alter the pro rata sharing of payments required thereby, without
the prior written consent of each Lender adversely affected thereby,




     (v) amend or modify the provisions of this Section or the definition of the terms
“Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the prior written consent of each
Lender adversely affected thereby (it being understood that, with the consent of the
Required Lenders, additional extensions of credit pursuant to this Agreement may be included
in the determination of the Required Lenders on substantially the same basis as the Loans
and Commitments are included on the Closing Date),




     (vi) release all or substantially all the Collateral or release any Subsidiary Loan
Party from its Guarantee under a Collateral Agreement, unless, in the case of a Subsidiary
Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is
sold or otherwise disposed of in a transaction permitted by this Agreement, without the
prior written consent of each Lender, or




     (vii) effect any waiver, amendment or modification that by its terms adversely affects
the rights in respect of payments or collateral of Lenders participating in any Facility
differently from those of Lenders participating in other Facilities, without the consent of
the Majority Lenders participating in the adversely affected Facility (it being agreed that
the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction
required by Section 2.11 so long as the application of any prepayment or Commitment
reduction still required to be made is not changed);


provided further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written
consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of
such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall
bind any assignee of such Lender.




          (c) Without the consent of any Syndication Agent, Joint Lead Arranger or Lender, the Loan
Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole
discretion, or shall, to the extent required by any Loan Document) enter into any amendment,
modification or waiver of any Loan Document, or enter into any new agreement or instrument, to
effect the granting, perfection, protection, expansion or enhancement of any security interest in
any Collateral or additional property to become Collateral for the benefit of the Secured Parties,
or as required by local law to give effect to, or protect any security interest for the benefit of
the Secured Parties, in any property or so that the security interests therein comply with
applicable law.




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          (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent, and the Borrower (a) to
add one or more additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the
Term B Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof
and (b) to include appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders.




          (e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term B Loans (as defined below) to permit the refinancing of all outstanding Term B
Loans (“Refinanced Term B Loans”) with a replacement “B” term loan tranche hereunder which
shall be Loans hereunder (“Replacement Term B Loans”); provided that (a) the
aggregate principal amount of such Replacement Term B Loans shall not exceed the aggregate
principal amount of such Refinanced Term B Loans, (b) the Applicable Margin for such Replacement Term B Loans shall not be higher than the Applicable Margin for
such Refinanced Term B Loans, (c) the weighted average life to maturity of such Replacement Term B
Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term B
Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term B
Loans shall be substantially identical to, or less favorable to the Lenders providing such
Replacement Term B Loans than, those applicable to such Refinanced Term B Loans, except to the
extent necessary to provide for covenants and other terms applicable to any period after the latest
final maturity of the Term B Loans in effect immediately prior to such refinancing.




          (f) Notwithstanding the foregoing, technical and conforming modifications to the Loan
Documents may be made with the consent of the Borrower and the Administrative Agent to the extent
necessary to integrate any New Term B Commitments or New Revolving Facility Commitments on
substantially the same basis as the Term B Loans or Revolving Facility Loans, as applicable.




          SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the applicable interest rate, together with all fees and charges that are
treated as interest under applicable law (collectively, the “Charges”), as provided for
herein or in any other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum
lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder,
together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the
Maximum Rate, provided that such excess amount shall be paid to such Lender or such Issuing
Bank on subsequent payment dates to the extent not exceeding the legal limitation.




          SECTION 9.10. Entire Agreement. This Agreement, the other Loan Documents and the
agreements regarding certain Fees referred to herein constitute the entire contract between the
parties relative to the subject matter hereof. Any previous agreement among or representations
from the parties or their Affiliates with respect to the subject matter hereof is




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superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall
survive the execution and delivery of this Agreement and remain in full force and effect. Nothing
in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon
any party other than the parties hereto and thereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.




          SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.




          SECTION 9.12. Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.




          SECTION 9.13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute but one contract, and shall become effective as provided in Section 9.03.
Delivery of an executed counterpart to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed original.




          SECTION 9.14. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) The Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States of America sitting
in New York City, and any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such federal court.




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The Borrower further irrevocably
consents to the service of process in any action or proceeding in such courts by the mailing
thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at
the address specified for the Loan Parties in Section 9.01(a). Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender or
any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against the Borrower or any Loan Party or their properties in the courts
of any jurisdiction.




          (b) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.




          SECTION 9.16. Confidentiality. Each of the Lenders, each Issuing Bank and each of
the Agents agrees that it shall maintain in confidence any information relating to Holdings, the
Borrower and the other Loan Parties furnished to it by or on behalf of Holdings, the Borrower or
the other Loan Parties (other than information that (a) has become generally available to the
public other than as a result of a disclosure by such party, (b) has been independently developed
by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was
available to such Lender, such Issuing Bank or such Agent from a third party having, to such
Person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan
Party) and shall not reveal the same other than to its directors, trustees, officers, employees and
advisors with a need to know or to any Person that approves or administers the Loans on behalf of
such Lender (so long as each such Person shall have been instructed to keep the same confidential
in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or
any legal process or the requirements of any Governmental Authority, the National Association of
Insurance Commissioners or of any securities exchange on which securities of the disclosing party
or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or
review procedures to Governmental Authorities or the National Association of Insurance
Commissioners, (C) to its parent companies, Affiliates or auditors (so long as each such Person
shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D)
in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any
prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so
long as such Person shall have been instructed to keep the same confidential in accordance with
this Section 9.16) and (F) to any direct or indirect contractual counterparty in Swap Agreements or
such contractual counterparty’s professional advisor (so long as such contractual counterparty or
professional advisor to such contractual counterparty agrees to be bound by the provisions of this
Section).




          SECTION
9.17. Citigroup Direct Website Communications. (a) Delivery. (i) Each Loan Party hereby agrees that it will use all reasonable efforts to provide to the
Administrative Agent all information, documents and other materials that it is obligated to furnish
to the Administrative Agent pursuant to this Agreement and any other Loan Document,




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including, without limitation, all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such communication
that (A) relates to a request for a new, or a conversion of an existing, borrowing or other
extension of credit (including any election of an interest rate or interest period relating
thereto), (B) relates to the payment of any principal or other amount due under this Agreement
prior to the scheduled date therefor, (C) provides notice of any Default or Event of Default under
this Agreement or (D) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all
such non-excluded communications collectively, the “Communications”), by transmitting the
Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative
Agent to oploanswebadmin@citigroup.com. Nothing in this Section 9.17 shall prejudice the right of
the Agents, the Syndication Agent, the Joint Lead Arrangers or any Lender or any Loan Party to give
any notice or other communication pursuant to this Agreement or any other Loan Document in any
other manner specified in this Agreement or any other Loan Document.




          (ii) The Administrative Agent agrees that receipt of the Communications by the Administrative
Agent at its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees
that notice to it (as provided in the next sentence) specifying that the Communications have been
posted to the Platform (as defined below) shall constitute effective delivery of the Communications
to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the
Administrative Agent in writing (including by electronic communication) from time to time of such
Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and
(B) that the foregoing notice may be sent to such e-mail address.




          (b) Posting. Each Loan Party further agrees that the Administrative Agent may make
the Communications available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission system (the “Platform”).




          (c) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below)
do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform
and expressly disclaim liability for errors or omissions in the communications. No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by any Agent Party in connection with the
Communications or the Platform. In no event shall the Administrative Agent or any of its
affiliates or any of their respective officers, directors, employees, agents advisors or
representatives (collectively, “Agent Parties”) have any liability to the Loan Parties, any
Lender or any other Person or entity for damages of any kind, including, without limitation, direct
or indirect, special, incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission
of communications through the internet, except to the extent the liability of any Agent Party is
found in a final non-appealable judgment by a court of competent jurisdiction to have resulted
primarily from such Agent Party’s gross negligence or willful misconduct.




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          SECTION 9.18. Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise
disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan
Party (other than the Equity Interests of the Borrower) to a Person that is not (and is not
required to become) a Loan Party in a transaction not prohibited by Section 6.05, the
Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the
Administrative Agent and the Collateral Agent to) take such action and execute any such documents
as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens
created by any Loan Document in respect of such Equity Interests, and, in the case of a disposition
of the Equity Interests of any Subsidiary Loan Party that is not the Borrower in a transaction
permitted by Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a
Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition,
the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably
requested by the Borrower and at the Borrower’s expense to terminate the Liens and security
interests created by the Loan Documents when all the Obligations are paid in full and all Letters
of Credit and Commitments are terminated. Any representation, warranty or covenant contained in
any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall
no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased,
assigned, transferred or disposed of.




          SECTION 9.19. U.S. Patriot Act. Each Lender hereby notifies each Loan Party that
pursuant to the requirements of the U.S. Patriot Act, it is required to obtain, verify and record
information that identifies Loan Parties, which information includes the name and address of each
Loan Party and other information that will allow the Lenders to identify such Loan Party in
accordance with the U.S. Patriot Act.




          SECTION 9.20. Judgment. 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 Citibank, N.A.’s principal office in London at 11:00
a.m. (London time) on the Business Day preceding that on which final judgment is given.




          SECTION 9.21. Termination or Release. The Security Documents, the guarantees made
therein, the Security Interest (as defined therein) and all other security interests granted
thereby shall terminate, and a Subsidiary Loan Party shall automatically be released from its
obligations thereunder and the security interests in the Collateral granted by any Loan Party shall
be automatically released, in each case in accordance with Section 7.14 of the Collateral Agreement
or the comparable provisions of the other Collateral Agreements.




          SECTION 9.22. Pledge and Guarantee Restrictions. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary
(including any provision that would otherwise apply notwithstanding other provisions or that is the
beneficiary of other overriding language):





     (a) (i) no more than 65% of the issued and outstanding Equity Interests of (x) any
Foreign Subsidiary or (y) any Domestic Subsidiary substantially all of whose assets



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consist
of the Equity Interests in “controlled foreign corporations” under Section 957 of the Code
shall be pledged or similarly hypothecated to guarantee, secure or support any Obligation of
any Loan Party;




     (ii) no Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets
consist of the Equity Interests in “controlled foreign corporations” under Section 957 of
the Code shall guarantee or support any Obligation of any Loan Party;




     (iii) no security or similar interest shall be granted in the assets of any Foreign
Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the
Equity Interests in “controlled foreign corporations under Section 957 of the Code
(including indirectly by way of an offset or otherwise) which security or similar interests
guarantees or supports any Obligation of any Loan Party; and




     (b) no Subsidiary shall guarantee or support any Obligation of any Loan Party if such
guarantee or support would contravene the Agreed Security Principles.


The parties hereto agree that any pledge, guaranty or security or similar interest made or granted
in contravention of this Section 9.22 shall be void ab initio.




[Signature Pages Follow]




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




	 	 	 	 	 	 	 
	 	 	FR X CHART HOLDINGS LLC,

     as Holdings	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy H. Day	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Timothy H. Day	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CI ACQUISITION, INC., as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy H. Day	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Timothy H. Day	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






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	 	 	CITICORP NORTH AMERICA, INC.,

     as Administrative Agent, Lender

     and Swingline Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Cunningham	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen Cunningham	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	CITIBANK, N.A.,

     as Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Cunningham	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen Cunningham	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	CITIGROUP GLOBAL MARKETS INC.,

     as Joint Lead Arranger and Joint Book Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 /s/ Stephen Cunningham	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen Cunningham	 	 
	 

	 	 	 	Title: Managing Director	 	 






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	 	 	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Syndication Agent, Joint Lead Arranger and

     Joint Book Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Eugene F. Martin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Eugene F. Martin	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	NATEXIS BANQUES POPULAIRES,

     as Initial Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Timothy Polvado	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Timothy Palvado	 	 
	 

	 	 	 	Title: Vice President and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Louis P. LaVille	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Timothy Palvado	 	 
	 

	 	 	 	Title: Vice President and Manager	 	 






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	 	 	SOVEREIGN BANK, as Initial Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Daniel M. Grondin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Daniel M. Grondin	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






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