Exhibit
10.2

     

    
      

      

    

    CREDIT
AGREEMENT

     

    by
and among

     

    MDC
PARTNERS INC.

     

    as
Parent,

     

    MAXXCOM
INC.

     

    as
Borrower,

     

    THE
LENDERS THAT ARE SIGNATORIES HERETO

     

    as
the Lenders,

     

    and

     

    WELLS
FARGO FOOTHILL, LLC

     

    as
Agent

     

    and

     

    EACH
OF THE SUBSIDIARIES OF MDC PARTNERS INC.

    THAT
ARE SIGNATORY HERETO

     

    For
purposes of Sections 4, 5, 6 and 16 of this Agreement

     

    Dated
as of October 23, 2009

    


    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  	 
      	 
      	 
      	 
      	
                          Page

                        
	 
      	 
      	 
      	 
      	 
      
	
                          1.

                        	
                          DEFINITIONS
      AND CONSTRUCTION

                        	
                          1

                        
	 
      	 
      	 
      
	 
      	
                          1.1.

                        	 
      	
                          Definitions

                        	
                          1

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          1.2.

                        	 
      	
                          Accounting
      Terms

                        	
                          1

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          1.3.

                        	 
      	
                          Code;
      PPSA

                        	
                          2

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          1.4.

                        	 
      	
                          Construction

                        	
                          2

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          1.5.

                        	 
      	
                          Schedules
      and Exhibits

                        	
                          2

                        
	 
      	 
      	 
      	 
      	 
      
	
                          2.

                        	
                          LOAN
      AND TERMS OF PAYMENT

                        	
                          3

                        
	 
      	 
      	 
      
	 
      	
                          2.1.

                        	 
      	
                          Revolver
      Advances

                        	
                          3

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.2.

                        	 
      	
                          Revolver
      Increase

                        	
                          4

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.3.

                        	 
      	
                          Borrowing
      Procedures and Settlements

                        	
                          4

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.4.

                        	 
      	
                          Payments;
      Reductions of Revolver Commitments; Prepayments

                        	
                          10

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.5.

                        	 
      	
                          Overadvances

                        	
                          13

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.6.

                        	 
      	
                          Interest
      Rates and Letter of Credit Fee:  Rates, Payments, and
      Calculations

                        	
                          13

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.7.

                        	 
      	
                          Crediting
      Payments

                        	
                          15

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.8.

                        	 
      	
                          Designated
      Account

                        	
                          15

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.9.

                        	 
      	
                          Maintenance
      of Loan Account; Statements of Obligations

                        	
                          16

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.10.

                        	 
      	
                          Fees

                        	
                          16

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.11.

                        	 
      	
                          Letters
      of Credit

                        	
                          16

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.12.

                        	 
      	
                          LIBOR
      Option

                        	
                          20

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.13.

                        	 
      	
                          Capital
      Requirements

                        	
                          22

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          2.14.

                        	 
      	
                          Currencies

                        	
                          23

                        
	 
      	 
      	 
      	 
      	 
      
	
                          3.

                        	
                          CONDITIONS;
      TERM OF AGREEMENT

                        	
                          23

                        
	 
      	 
      	 
      
	 
      	
                          3.1.

                        	 
      	
                          Conditions
      Precedent to the Effectiveness of this Agreement

                        	
                          23

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          3.2.

                        	 
      	
                          Conditions
      Precedent to all Extensions of Credit

                        	
                          23

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          3.3.

                        	 
      	
                          Maturity

                        	
                          24

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          3.4.

                        	 
      	
                          Effect
      of Maturity

                        	
                          24

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          3.5.

                        	 
      	
                          Early
      Termination by Borrower

                        	
                          24

                        
	 
      	 
      	 
      	 
      	 
      
	
                          4.

                        	
                          REPRESENTATIONS
      AND WARRANTIES

                        	
                          25

                        
	 
      	 
      	 
      
	 
      	
                          4.1.

                        	 
      	
                          Due
      Organization and Qualification; Subsidiaries

                        	
                          25

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          4.2.

                        	 
      	
                          Due
      Authorization; No Conflict

                        	
                          26

                        


                

              

            

          

        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            
              	 
      	 
      	 
      	 
      	
                      Page

                    
	 
      	
                      4.3.

                    	 
      	
                      Governmental
      Consents

                    	
                      26

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.4.

                    	 
      	
                      Binding
      Obligations; Perfected Liens

                    	
                      26

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.5.

                    	 
      	
                      Title
      to Assets; No Encumbrances

                    	
                      27

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.6.

                    	 
      	
                      Jurisdiction
      of Organization; Location of Chief Executive Office; Organizational
      Identification Number; Commercial Tort Claims

                    	
                      27

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.7.

                    	 
      	
                      Litigation

                    	
                      27

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.8.

                    	 
      	
                      Compliance
      with Laws

                    	
                      28

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.9.

                    	 
      	
                      No
      Material Adverse Change

                    	
                      28

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.10.

                    	 
      	
                      Fraudulent
      Transfer

                    	
                      28

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.11.

                    	 
      	
                      Employee
      Benefits

                    	
                      28

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.12.

                    	 
      	
                      Environmental
      Condition

                    	
                      29

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.13.

                    	 
      	
                      Intellectual
      Property

                    	
                      30

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.14.

                    	 
      	
                      Leases

                    	
                      30

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.15.

                    	 
      	
                      Deposit
      Accounts and Securities Accounts

                    	
                      30

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.16.

                    	 
      	
                      Complete
      Disclosure

                    	
                      30

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.17.

                    	 
      	
                      Material
      Contracts

                    	
                      31

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.18.

                    	 
      	
                      Patriot
      Act

                    	
                      31

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.19.

                    	 
      	
                      Indebtedness

                    	
                      31

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.20.

                    	 
      	
                      Payment
      of Taxes

                    	
                      31

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.21.

                    	 
      	
                      Margin
      Stock

                    	
                      32

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.22.

                    	 
      	
                      Governmental
      Regulation

                    	
                      32

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.23.

                    	 
      	
                      OFAC

                    	
                      32

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.24.

                    	 
      	
                      Employee
      and Labor Matters

                    	
                      32

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.25.

                    	 
      	
                      Parent
      as a Holding Company

                    	
                      33

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.26.

                    	 
      	
                      Senior
      Unsecured Debt Documents

                    	
                      33

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.27.

                    	 
      	
                      Convertible
      Subordinated Debt Documents

                    	
                      33

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.28.

                    	 
      	
                      Location

                    	
                      34

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.29.

                    	 
      	
                      Existing
      Obligations Pertaining to Acquisitions

                    	
                      34

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.30.

                    	 
      	
                      Withholding
      and Remittances

                    	
                      34

                    
	 
      	 
      	 
      	 
      	 
      
	
                      5.

                    	
                      AFFIRMATIVE
      COVENANTS

                    	
                      34

                    
	 
      	 
      	 
      
	 
      	
                      5.1.

                    	 
      	
                      Financial
      Statements, Reports, Certificates

                    	
                      34

                    


            

          

        

      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            	 
      	 
      	 
      	 
      	
                    Page

                  
	 
      	
                    5.2.

                  	 
      	
                    Collateral
      Reporting

                  	
                    35

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.3.

                  	 
      	
                    Existence

                  	
                    35

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.4.

                  	 
      	
                    Maintenance
      of Properties

                  	
                    35

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.5.

                  	 
      	
                    Taxes

                  	
                    35

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.6.

                  	 
      	
                    Insurance

                  	
                    36

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.7.

                  	 
      	
                    Inspection

                  	
                    37

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.8.

                  	 
      	
                    Compliance
      with Laws

                  	
                    37

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.9.

                  	 
      	
                    Environmental

                  	
                    37

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.10.

                  	 
      	
                    Disclosure
      Updates

                  	
                    37

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.11.

                  	 
      	
                    Formation
      of Subsidiaries

                  	
                    38

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.12.

                  	 
      	
                    Further
      Assurances

                  	
                    39

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.13.

                  	 
      	
                    Lender
      Meetings

                  	
                    39

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.14.

                  	 
      	
                    Locations

                  	
                    39

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.15.

                  	 
      	
                    Canadian
      Pension and Benefit Plans

                  	
                    40

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.16.

                  	 
      	
                    Convertible
      Subordinated Debt

                  	
                    40

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    5.17.

                  	 
      	
                    Certain
      Notices

                  	
                    40

                  
	 
      	 
      	 
      	 
      	 
      
	
                    6.

                  	
                    NEGATIVE
      COVENANTS

                  	
                    42

                  
	 
      	 
      	 
      
	 
      	
                    6.1.

                  	 
      	
                    Indebtedness

                  	
                    42

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.2.

                  	 
      	
                    Liens

                  	
                    42

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.3.

                  	 
      	
                    Restrictions
      on Fundamental Changes

                  	
                    43

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.4.

                  	 
      	
                    Disposal
      of Assets

                  	
                    43

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.5.

                  	 
      	
                    Change
      Name

                  	
                    43

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.6.

                  	 
      	
                    Nature
      of Business

                  	
                    43

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.7.

                  	 
      	
                    Prepayments
      and Amendments

                  	
                    44

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.8.

                  	 
      	
                    Change
      of Control

                  	
                    45

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.9.

                  	 
      	
                    Restricted
      Junior Payments

                  	
                    45

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.10.

                  	 
      	
                    Accounting
      Methods

                  	
                    45

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.11.

                  	 
      	
                    Investments;
      Controlled Investments

                  	
                    46

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.12.

                  	 
      	
                    Transactions
      with Affiliates

                  	
                    46

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.13.

                  	 
      	
                    Use
      of Proceeds

                  	
                    47

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.14.

                  	 
      	
                    Parent
      as Holding Company

                  	
                    47

                  


          

        

      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            
              	 
      	 
      	 
      	 
      	
                      Page

                    
	
                      7.

                    	
                      FINANCIAL
      COVENANTS

                    	
                      47

                    
	 
      	 
      	 
      
	
                      8.

                    	
                      EVENTS
      OF DEFAULT

                    	
                      50

                    
	 
      	 
      	 
      
	
                      9.

                    	
                      RIGHTS
      AND REMEDIES

                    	
                      52

                    
	 
      	 
      	 
      
	 
      	
                      9.1.

                    	 
      	
                      Rights
      and Remedies

                    	
                      52

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      9.2.

                    	 
      	
                      Remedies
      Cumulative

                    	
                      52

                    
	 
      	 
      	 
      	 
      	 
      
	
                      10.

                    	
                      WAIVERS;
      INDEMNIFICATION

                    	
                      52

                    
	 
      	 
      	 
      
	 
      	
                      10.1.

                    	 
      	
                      Demand; Protest;
      etc.

                    	
                      52

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      10.2.

                    	 
      	
                      The
      Lender Group's Liability for Collateral

                    	
                      53

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      10.3.

                    	 
      	
                      Indemnification

                    	
                      53

                    
	 
      	 
      	 
      	 
      	 
      
	
                      11.

                    	
                      NOTICES

                    	
                      54

                    
	 
      	 
      	 
      
	
                      12.

                    	
                      CHOICE
      OF LAW AND VENUE; JURY TRIAL WAIVER

                    	
                      55

                    
	 
      	 
      	 
      
	
                      13.

                    	
                      ASSIGNMENTS
      AND PARTICIPATIONS; SUCCESSORS

                    	
                      56

                    
	 
      	 
      	 
      
	 
      	
                      13.1.

                    	 
      	
                      Assignments
      and Participations

                    	
                      56

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      13.2.

                    	 
      	
                      Successors

                    	
                      59

                    
	 
      	 
      	 
      	 
      	 
      
	
                      14.

                    	
                      AMENDMENTS;
      WAIVERS

                    	
                      59

                    
	 
      	 
      	 
      
	 
      	
                      14.1.

                    	 
      	
                      Amendments
      and Waivers

                    	
                      59

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      14.2.

                    	 
      	
                      Replacement
      of Certain Lenders

                    	
                      61

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      14.3.

                    	 
      	
                      No
      Waivers; Cumulative Remedies

                    	
                      61

                    
	 
      	 
      	 
      	 
      	 
      
	
                      15.

                    	
                      AGENT;
      THE LENDER GROUP

                    	
                      62

                    
	 
      	 
      	 
      
	 
      	
                      15.1.

                    	 
      	
                      Appointment
      and Authorization of Agent

                    	
                      62

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.2.

                    	 
      	
                      Delegation
      of Duties

                    	
                      62

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.3.

                    	 
      	
                      Liability
      of Agent

                    	
                      63

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.4.

                    	 
      	
                      Reliance
      by Agent

                    	
                      63

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.5.

                    	 
      	
                      Notice
      of Default or Event of Default

                    	
                      63

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.6.

                    	 
      	
                      Credit
      Decision

                    	
                      64

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.7.

                    	 
      	
                      Costs
      and Expenses; Indemnification

                    	
                      65

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.8.

                    	 
      	
                      Agent
      in Individual Capacity

                    	
                      65

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.9.

                    	 
      	
                      Successor
      Agent

                    	
                      66

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.10.

                    	 
      	
                      Lender
      in Individual Capacity

                    	
                      66

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.11.

                    	 
      	
                      Collateral
      Matters

                    	
                      67

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      15.12.

                    	 
      	
                      Restrictions
      on Actions by Lenders; Sharing of Payments

                    	
                      68

                    


            

          

        

      

    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
      	 
      	 
      	 
      	
                                                                  Page

                                                                
	 
      	
                                                                  15.13.

                                                                	 
      	
                                                                  Agency
      for Perfection

                                                                	
                                                                  68

                                                                
	 	 	 	 	 
	 
      	
                                                                  15.14.

                                                                	 
      	
                                                                  Payments
      by Agent to the Lenders

                                                                	
                                                                  69

                                                                
	 	 	 	 	 
	 
      	
                                                                  15.15.

                                                                	 
      	
                                                                  Concerning
      the Collateral and Related Loan Documents

                                                                	
                                                                  69

                                                                
	 	 	 	 	 
	 
      	
                                                                  15.16.

                                                                	 
      	
                                                                  Audits
      and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
      Reports and Information

                                                                	
                                                                  69

                                                                
	 	 	 	 	 
	 
      	
                                                                  15.17.

                                                                	 
      	
                                                                  Several
      Obligations; No Liability

                                                                	
                                                                  70

                                                                
	 	 	 	 	 
	
                                                                  16.

                                                                	
                                                                  WITHHOLDING
      TAXES

                                                                	
                                                                  71

                                                                
	 	 	 
	
                                                                  17.

                                                                	
                                                                  GENERAL
      PROVISIONS

                                                                	
                                                                  73

                                                                
	 	 	 
	 
      	
                                                                  17.1.

                                                                	 
      	
                                                                  Effectiveness

                                                                	
                                                                  73

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.2.

                                                                	 
      	
                                                                  Section
      Headings

                                                                	
                                                                  74

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.3.

                                                                	 
      	
                                                                  Interpretation

                                                                	
                                                                  74

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.4.

                                                                	 
      	
                                                                  Severability
      of Provisions

                                                                	
                                                                  74

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.5.

                                                                	 
      	
                                                                  Bank
      Product Providers

                                                                	
                                                                  74

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.6.

                                                                	 
      	
                                                                  Debtor-Creditor
      Relationship

                                                                	
                                                                  74

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.7.

                                                                	 
      	
                                                                  Counterparts;
      Electronic Execution

                                                                	
                                                                  75

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.8.

                                                                	 
      	
                                                                  Revival
      and Reinstatement of Obligations

                                                                	
                                                                  75

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.9.

                                                                	 
      	
                                                                  Confidentiality

                                                                	
                                                                  76

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.10.

                                                                	 
      	
                                                                  Lender
      Group Expenses

                                                                	
                                                                  76

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.11.

                                                                	 
      	
                                                                  USA
      PATRIOT Act

                                                                	
                                                                  76

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.12.

                                                                	 
      	
                                                                  Integration

                                                                	
                                                                  77

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.13.

                                                                	 
      	
                                                                  Determinations;
      Judgment Currency

                                                                	
                                                                  77

                                                                
	 	 	 	 	 
	 
      	
                                                                  17.14.

                                                                	 
      	
                                                                  Senior
      Indebtedness

                                                                	
                                                                  78

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    


    EXHIBITS
AND SCHEDULES

     

    
      
        
          	
                  Exhibit
      A-1

                	 
      	
                  Form
      of Assignment and Acceptance

                
	
                  Exhibit
      B-1

                	 
      	
                  Form
      of Borrowing Base Certificate

                
	 
      	 
      	
                    (Prior
      to Borrowing Base Trigger Date)

                
	
                  Exhibit
      B-2

                	 
      	
                  Form
      of Borrowing Base Certificate

                
	 
      	 
      	
                    (On
      and After Borrowing Base Trigger Date)

                
	
                  Exhibit
      C-1

                	 
      	
                  Form
      of Compliance Certificate

                
	
                  Exhibit
      L-1

                	 
      	
                  Form
      of LIBOR Notice

                
	 
      	 
      	 
      
	
                  Schedule
      A-1

                	 
      	
                  Agent's
      Account

                
	
                  Schedule
      A-2

                	 
      	
                  Authorized
      Persons

                
	
                  Schedule
      C-1

                	 
      	
                  Revolver
      Commitments

                
	
                  Schedule
      D-1

                	 
      	
                  Canadian
      Designated Account

                
	
                  Schedule
      D-2

                	 
      	
                  US
      Designated Account

                
	
                  Schedule
      P-1

                	 
      	
                  Permitted
      Investments

                
	
                  Schedule
      P-2

                	 
      	
                  Permitted
      Liens

                
	
                  Schedule
      P-3

                	 
      	
                  Specified
      Permitted Indebtedness

                
	
                  Schedule
      P-4

                	 
      	
                  Non-Core
      Assets

                
	
                  Schedule
      P-5

                	 
      	
                  Existing
      Letters of Credit

                
	
                  Schedule
      P-6

                	 
      	
                  Permitted
      Holders

                
	
                  Schedule
      P-7

                	 
      	
                  Permitted
      Intercompany Advances

                
	
                  Schedule
      1.1

                	 
      	
                  Definitions

                
	
                  Schedule
      3.1

                	 
      	
                  Conditions
      Precedent

                
	
                  Schedule
      4.1(b)

                	 
      	
                  Capitalization
      of Parent

                
	
                  Schedule
      4.1(c)

                	 
      	
                  Capitalization
      of Parent's Subsidiaries

                
	
                  Schedule
      4.6(a)

                	 
      	
                  States
      of Organization

                
	
                  Schedule
      4.6(b)

                	 
      	
                  Chief
      Executive Offices

                
	
                  Schedule
      4.6(c)

                	 
      	
                  Organizational
      Identification Numbers

                
	
                  Schedule
      4.6(d)

                	 
      	
                  Commercial
      Tort Claims

                
	
                  Schedule
      4.7

                	 
      	
                  Litigation

                
	
                  Schedule
      4.11

                	 
      	
                  Employee
      Benefits

                
	
                  Schedule
      4.12

                	 
      	
                  Environmental
      Matters

                
	
                  Schedule
      4.13

                	 
      	
                  Intellectual
      Property

                
	
                  Schedule
      4.15

                	 
      	
                  Deposit
      Accounts and Securities Accounts

                
	
                  Schedule
      4.17

                	 
      	
                  Material
      Contracts

                
	
                  Schedule
      4.19

                	 
      	
                  Permitted
      Indebtedness

                
	
                  Schedule
      4.28

                	 
      	
                  Locations

                
	
                  Schedule
      4.29

                	 
      	
                  Existing
      Obligations Pertaining to Acquisitions

                
	
                  Schedule
      5.1

                	 
      	
                  Financial
      Statements, Reports, Certificates

                
	
                  Schedule
      5.2

                	 
      	
                  Collateral
      Reporting

                
	
                  Schedule
      6.6

                	 
      	
                  Nature
      of Business

                


        

      

    

     

    
      
         


      

      
        -vi-

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT

     

    THIS CREDIT AGREEMENT (this
"Agreement"),
is entered into as of October 23, 2009, by and among the lenders identified on
the signature pages hereof (such lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually
as a "Lender"
and collectively as the "Lenders"), WELLS FARGO FOOTHILL, LLC, a
Delaware limited liability company, as the agent for the Lenders (in such
capacity, together with its successors and assigns in such capacity, "Agent"), MDC PARTNERS INC., a Canadian
corporation ("Parent"), and MAXXCOM
INC., a Delaware corporation ("Borrower"), and for
purposes of Sections
4, 5,
6 and 16 of this Agreement,
each of the Subsidiaries of Parent identified on the signature pages
hereof.

     

    The
parties agree as follows:

     

    
      	
              1.

            	
              DEFINITIONS AND
      CONSTRUCTION.

            


    

     

    
      	  	
              1.1. 

            	
              Definitions.

            


    

     

    Capitalized
terms used in this Agreement shall have the meanings specified therefor on Schedule
1.1.

     

    
      	  	
              1.2. 

            	
              Accounting
      Terms.

            


    

     

    All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP; provided, however, that if
Borrower notifies Agent that Borrower requests an amendment to any provision
hereof to eliminate the effect of any Accounting Change occurring after the
Closing Date or in the application thereof on the operation of such provision
(or if Agent notifies 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 Accounting Change or in the application thereof, then
Agent and Borrower agree that they will negotiate in good faith amendments to
the provisions of this Agreement that are directly affected by such Accounting
Change with the intent of having the respective positions of the Lenders and
Borrower after such Accounting Change conform as nearly as possible to their
respective positions as of the date of this Agreement and, until any such
amendments have been agreed upon, the provisions in this Agreement shall be
calculated as if no such Accounting Change had occurred.  When used
herein, the term "financial statements" shall include the notes and schedules
thereto.  Whenever the term "Parent" is used in respect of a financial
covenant or a related definition, it shall be understood to mean Parent and its
Subsidiaries on a consolidated basis, unless the context clearly requires
otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3.         Code;
PPSA.

     

    Any terms
used in this Agreement that are defined in (a) the Code shall be construed
and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the
extent that the Code is used to define any term herein and such term is defined
differently in different Articles of the Code, the definition of such term
contained in Article 9 of the Code shall govern and (b) the PPSA shall be
construed and defined as set forth in the PPSA unless defined in the Code or
otherwise defined herein.  Notwithstanding the foregoing, and where
the context so requires, (i) any term defined in this Agreement by
reference to the "Code", the "UCC" or the "Uniform Commercial Code" shall also
have any extended, alternative or analogous meaning given to such term in
applicable Canadian personal property security and other laws (including,
without limitation, the Personal Property Security Act of each applicable
province of Canada, the Civil
Code of Quebec, the Bills of Exchange Act
(Canada) and the Depository
Bills and Notes Act (Canada)), in all cases for the extension,
preservation or betterment of the security and rights of Agent, (ii) all
references in this Agreement to "Article 8" shall be deemed to refer also to
applicable Canadian securities transfer laws (including, without limitation, the
Securities Transfer
Act, 2006 (Ontario)), and (iii) all references in this Agreement to
a financing statement, continuation statement, amendment or termination
statement shall be deemed to refer also to the analogous documents used under
applicable Canadian personal property security laws.

     

    1.4.         Construction.

     

    Unless
the context of this Agreement or any other Loan Document clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, the terms "includes" and  "including" are
not limiting, and the term "or" has, except where otherwise indicated, the
inclusive meaning represented by the phrase "and/or."  The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document,
as the case may be, as a whole and not to any particular provision of this
Agreement or such other Loan Document, as the case may be.  Section,
subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified.  Any reference in this Agreement
or in any other Loan Document to any agreement, instrument, or document shall
include all alterations, amendments, changes, extensions, modifications,
renewals, restatements, replacements, substitutions, joinders, and supplements,
thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, extensions, modifications, renewals,
restatements, replacements, substitutions, joinders, and supplements set forth
herein).  The words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts, and contract
rights.  Any reference herein or in any other Loan Document to the
satisfaction or repayment in full of the Obligations shall mean the repayment in
full in cash (or, in the case of Letters of Credit or Bank Products, providing
Letter of Credit Collateralization) of all Obligations other than (x) unasserted
contingent indemnification Obligations and (y) any Bank Product Obligations
that, at such time, are allowed by the applicable Bank Product Provider to
remain outstanding and that are not required by the provisions of this Agreement
to be repaid or cash collateralized.  Any reference herein to any
Person shall be construed to include such Person's successors and
assigns.  Any requirement of a writing contained herein or in any
other Loan Document shall be satisfied by the transmission of a
Record.

     

    1.5.         Schedules
and Exhibits.

     

    All of
the schedules and exhibits attached to this Agreement shall be deemed
incorporated herein by reference.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              LOAN AND TERMS OF
      PAYMENT.

            


    

     

    2.1.        Revolver
Advances.

     

    (a)           Subject
to the terms and conditions of this Agreement, and during the term of this
Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly
or jointly and severally) to make advances ("Advances") to
Borrower in an amount at any one time outstanding not to exceed such Lender's
Pro Rata Share of an amount equal to the lesser of (i) the
Maximum Revolver Amount less
the Letter of Credit Usage at such time, and (ii) the Borrowing Base
less the Letter of
Credit Usage at such time.

     

    (b)           Amounts
borrowed pursuant to this Section 2.1 may be
repaid and, subject to the terms and conditions of this Agreement, reborrowed at
any time during the term of this Agreement.  The outstanding principal
amount of the Advances, together with interest accrued thereon, shall be due and
payable on the Maturity Date or, if earlier, on the date on which they are
declared due and payable pursuant to the terms of this Agreement.

     

    (c)           Anything
to the contrary in this Section 2.1
notwithstanding, Agent shall have the right to establish reserves against the
Borrowing Base in such amounts, and with respect to such matters, as Agent in
its Permitted Discretion shall deem necessary or appropriate, including reserves
with respect to (i) sums that Parent or its Subsidiaries are required to
pay under any Section of this Agreement or any other Loan Document (such as
taxes, assessments, employee wages (including accrued vacation pay and severance
obligations), insurance premiums, unpaid pension plan contributions or, in the
case of leased assets, rents or other amounts payable under such leases) and has
failed to pay, (ii) amounts owing by Parent or its Subsidiaries to any
Person to the extent secured by a Lien on, or trust over, any of the Collateral
(other than a Permitted Lien), which Lien or trust, in the Permitted Discretion
of Agent likely would have a priority superior to Agent's Liens (such as Liens
or trusts in favor of landlords, custom brokers, warehousemen, carriers,
mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or
other taxes where given priority under applicable law) in and to such item of
the Collateral, and (iii) currency rate fluctuations; provided, that
(a) the amount of any such reserve shall bear a reasonable relationship to
the event, condition or circumstance that is the basis for the reserve as
determined by Agent in its Permitted Discretion and (b) Agent shall
endeavor to provide Borrower with notice of any reserve established pursuant to
this Section
2.1(c), but shall not be liable for the failure to do
so.  Without limiting the foregoing, Agent may establish (i) the
Canadian Priority Payables Reserves, (ii) the Bank Product
Reserve,  and (iii) unless Agent has received a Collateral Access
Agreement with respect to the Loan Parties’ chief executive office located at
950 Third Avenue, New York, New York  10022, a reserve in an amount
equal to 3 months rent payable under the lease for such property.

     

    (d)           Notwithstanding
anything contained in the Loan Documents to the contrary, unless Required
Lenders otherwise agree (i) Revolver Usage shall not exceed the Maximum
Revolver Usage at
any time Borrowing Base I is in effect and (ii) Revolver Usage shall not
exceed the Maximum Revolver Usage at any time Borrowing Base II is in effect
unless Agent has completed a field examination with respect to the Accounts in
accordance with Agent's customary practices and procedures and as otherwise
required by the nature and circumstances of the Accounts and the results thereof
are reasonably satisfactory to Agent.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    2.2.        Revolver
Increase.

     

    Borrower
may, prior to the fourth anniversary of the Closing Date, by written notice to
Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders),
request up to three increases (in minimum increments of $5,000,000) to the
amount of the Maximum Revolver Amount to increase the Maximum Revolver Amount to
an amount not to exceed $100,000,000 at any time (any such increase, a "Revolver Increase");
provided, that
no such Revolver Increase shall be made if (i) such Revolver Increase would
be prohibited by the terms of the Senior Unsecured Debt Documents, (ii) at the
time that such Revolver Increase is to be made (and after giving effect thereto)
a Default or Event of Default shall exist, (iii) Agent has not received
commitments (satisfactory to Agent) from Lenders (or their Affiliates) or other
Persons acceptable to Agent to provide Revolver Commitments which, in the
aggregate, equal the amount of the requested Revolver Increase, or
(iv) Availability as of the date of the request by Borrower is less than
the Maximum Revolver Amount (after giving effect to the proposed Revolver
Increase).  Notwithstanding anything to the contrary herein, no Lender
shall have any obligation to increase its Revolver Commitment to provide all or
any portion of a Revolver Increase.  In the event Agent receives
Revolver Commitments in excess of the requested Revolver Increase, Agent shall
have the right to allocate the Revolver Increase among such Revolver Commitments
as Agent shall elect.  The notice from Borrower pursuant to this
Section shall set forth the requested amount of the Revolver
Increase.  If Borrower's request for the Revolver Increase satisfies
all of the terms and conditions set forth herein, Agent shall notify Borrower
and each Lender of the date such Revolver Increase is to be made (which date
shall be within 15 days of the date each of the foregoing conditions have been
satisfied).  In connection with the Revolver Increase and as a further
condition to providing the Revolver Increase, (A) Borrower shall pay to
Agent any fees required to be paid pursuant to the Fee Letter, (B) Loan
Parties, Agent and Lenders shall execute such amendments, agreements,
instruments and documents, if any, as Agent shall reasonably request to evidence
the Revolver Increase and (C) any Person that becomes a Lender shall
execute a joinder to this Agreement as a Lender.

     

    2.3.        Borrowing
Procedures and Settlements.

     

    (a)          Procedure for
Borrowing.  Each Borrowing shall be made by a written request
by an Authorized Person delivered to Agent.  Such notice must be
received by Agent no later than 1:00 p.m. (Boston time) on the Business Day that
is the requested Funding Date specifying (i) the amount of such Borrowing,
(ii) whether the proceeds of such Borrowing are to be remitted to the
Canadian Designated Account or the US Designated Account, and (iii) the
requested Funding Date, which shall be a Business Day; provided, however, that if
Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing,
such notice must be received by Agent no later than 12:00 p.m. (Boston time) on
the Business Day that is the requested Funding Date.  At Agent's
election, in lieu of delivering the above-described written request, any
Authorized Person may give Agent telephonic notice of such request by the
required time.  In such circumstances, Borrower agrees that any such
telephonic notice will be confirmed in writing within 24 hours of the giving of
such telephonic notice, but the failure to provide such written confirmation
shall not affect the validity of the request.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)          Making of Swing
Loans.  In the case of a request for an Advance and so long as
either (i) the aggregate amount of Swing Loans made since the last
Settlement Date, minus the amount of Collections or payments applied to Swing
Loans since the last Settlement Date, plus the amount of the requested Advance
does not exceed 10% of the Maximum Revolver Amount, or (ii) Swing Lender,
in its sole discretion, shall agree to make a Swing Loan notwithstanding the
foregoing limitation, Swing Lender shall make an Advance in the amount of such
Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being
referred to as a "Swing Loan" and such
Advances being referred to collectively as "Swing Loans")
available to Borrower on the Funding Date applicable thereto by transferring
immediately available funds to the Canadian Designated Account or US Designated
Account, as designated by Borrower; provided, that Swing
Lender shall not be obligated to make a Swing Loan if it provides at least one
(1) day’s prior notice to Agent and Borrower that it elects not to make such
Swing Loan.  Each Swing Loan shall be deemed to be an Advance
hereunder and shall be subject to all the terms and conditions (including Section 3) applicable
to other Advances, except that all payments on any Swing Loan shall be payable
to Swing Lender solely for its own account.  Subject to the provisions
of Section
2.3(d)(ii), Swing Lender shall not make and shall not be obligated to
make any Swing Loan if Swing Lender has actual knowledge that (i) one or
more of the applicable conditions precedent set forth in Section 3 will not be
satisfied on the requested Funding Date for the applicable Borrowing, or
(ii) the requested Borrowing would exceed the Availability on such Funding
Date.  Swing Lender shall not otherwise be required to determine
whether the applicable conditions precedent set forth in Section 3 have been
satisfied on the Funding Date applicable thereto prior to making any Swing
Loan.  The Swing Loans shall be secured by Agent's Liens, constitute
Obligations hereunder, and bear interest at the rate applicable from time to
time to Advances that are Base Rate Loans.

     

    (c)          Making of Loans.

     

    (i)           In
the event that Swing Lender is not obligated to make a Swing Loan, then promptly
after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent
shall notify the Lenders, not later than 1:00 p.m. (Boston time) on the Business
Day that is the requested Funding Date, by telecopy, telephone, or other similar
form of transmission, of the requested Borrowing.  Each Lender shall
make the amount of such Lender's Pro Rata Share of the requested Borrowing
available to Agent in immediately available funds, to Agent's Account, not later
than 2:00 p.m. (Boston time) on the Funding Date applicable
thereto.  After Agent's receipt of the proceeds of such Advances,
Agent shall make the proceeds thereof available to Borrower on the applicable
Funding Date by transferring immediately available funds equal to such proceeds
received by Agent to the Canadian Designated Account or US Designated Account,
as designated by Borrower; provided, however, that,
subject to the provisions of Section 2.3(d)(ii),
Agent shall not request any Lender to make, and no Lender shall have the
obligation to make, any Advance if (1) one or more of the applicable
conditions precedent set forth in Section 3 will not be
satisfied on the requested Funding Date for the applicable Borrowing unless such
condition has been waived, or (2) the requested Borrowing would exceed the
Availability on such Funding Date.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (ii)           Unless
Agent receives notice from a Lender prior to 2:00 p.m. (Boston time) on the date
of a Borrowing, that such Lender will not make available as and when required
hereunder to Agent for the account of Borrower the amount of that Lender's Pro
Rata Share of the Borrowing, Agent may assume that each Lender has made or will
make such amount available to Agent in immediately available funds on the
Funding Date and Agent may (but shall not be so required), in reliance upon such
assumption, make available to Borrower on such date a corresponding
amount.  If any Lender shall not have made its full amount available
to Agent in immediately available funds and if Agent in such circumstances has
made available to Borrower such amount, that Lender shall on the Business Day
following such Funding Date make such amount available to Agent, together with
interest at the Defaulting Lender Rate for each day during such
period.  A notice submitted by Agent to any Lender with respect to
amounts owing under this Section 2.3(c)(ii)
shall be conclusive, absent manifest error.  If such amount is so made
available, such payment to Agent shall constitute such Lender's Advance on the
date of Borrowing for all purposes of this Agreement.  If such amount
is not made available to Agent on the Business Day following the Funding Date,
Agent will notify Borrower of such failure to fund and, upon demand by Agent,
Borrower shall pay such amount to Agent for Agent's account, together with
interest thereon for each day elapsed since the date of such Borrowing, at a
rate per annum equal to the interest rate applicable at the time to the Advances
composing such Borrowing.  The failure of any Lender to make any
Advance on any Funding Date shall not relieve any other Lender of any obligation
hereunder to make an Advance on such Funding Date, but no Lender shall be
responsible for the failure of any other Lender to make the Advance to be made
by such other Lender on any Funding Date.

     

    (iii)           Agent
shall not be obligated to transfer to a Defaulting Lender any payments made by
Borrower to Agent for the Defaulting Lender's benefit (or any Collections or
proceeds of Collateral that would otherwise be remitted hereunder to the
Defaulting Lender), and, in the absence of such transfer to the Defaulting
Lender, Agent shall transfer any such payments (A) first, to Swing Lender
to the extent of any Swing Loans that were made by Swing Lender and that were
required to be, but were not, repaid by the Defaulting Lender, (B) second,
to the Issuing Lender, to the extent of the portion of a Letter of Credit
Disbursement that was required to be, but was not, repaid by the Defaulting
Lender, (C) third, to each non-Defaulting Lender ratably in accordance with
their Revolver Commitments (but, in each case, only to the extent that such
Defaulting Lender's portion of an Advance (or other funding obligation) was
funded by such other non-Defaulting Lender), and (D) to an escrow account
maintained by Agent, the proceeds of which shall be retained and may be made
available to be re-advanced to Borrower as if such Defaulting Lender had made
its portion of Advances (or other funding obligations) to
Borrower.  Subject to the foregoing, Agent may hold and, in its
Permitted Discretion, re-lend to Borrower for the account of such Defaulting
Lender the amount of all such payments received and retained by Agent for the
account of such Defaulting Lender.  Solely for the purposes of voting
or consenting to matters with respect to the Loan Documents, such Defaulting
Lender shall be deemed not to be a "Lender" and such Lender's Revolver
Commitment shall be deemed to be zero.  This Section shall remain
effective with respect to such Lender until (x) the Obligations under this
Agreement shall have been declared or shall have become immediately due and
payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have
waived such Defaulting Lender's default in writing, or (z) the Defaulting
Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all
amounts owing by Defaulting Lender in respect thereof.  The operation
of this Section shall not be construed to increase or otherwise affect the
Revolver Commitment of any Lender, to relieve or excuse the performance by such
Defaulting Lender or any other Lender of its duties and obligations hereunder,
or to relieve or excuse the performance by any Loan Party of its duties and
obligations hereunder to Agent or to the Lenders other than such Defaulting
Lender.  Any such failure to fund by any Defaulting Lender shall
constitute a material breach by such Defaulting Lender of this Agreement and
shall entitle Borrower at its option, upon written notice to Agent, to arrange
for a substitute Lender to assume the Revolver Commitment of such Defaulting
Lender, such substitute Lender to be reasonably acceptable to
Agent.  In connection with the arrangement of such a substitute
Lender, the Defaulting Lender shall have no right to refuse to be replaced
hereunder, and agrees to execute and deliver a completed form of Assignment and
Acceptance in favor of the substitute Lender (and agrees that it shall be deemed
to have executed and delivered such document if it fails to do so) subject only
to being repaid its share of the outstanding Obligations (other than Bank
Product Obligations, but including an assumption of its Pro Rata Share of the
Letters of Credit) without any premium or penalty of any kind whatsoever; provided, however, that any
such assumption of the Revolver Commitment of such Defaulting Lender shall not
be deemed to constitute a waiver of any of the Lender Groups' or Borrower's
rights or remedies against any such Defaulting Lender arising out of or in
relation to such failure to fund.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (d)          Protective Advances and Optional
Overadvances.

     

    (i)           Any
contrary provision of this Agreement notwithstanding, Agent hereby is authorized
by Borrower and the Lenders, from time to time in Agent's sole discretion,
(A) after the occurrence and during the continuance of a Default or an
Event of Default, or (B) at any time that any of the other applicable
conditions precedent set forth in Section 3 are not
satisfied, to make Advances to, or for the benefit of, Borrower on behalf of the
Lenders that Agent, in its Permitted Discretion deems necessary or desirable
(1) to preserve or protect the Collateral, or any portion thereof, or
(2) to enhance the likelihood of repayment of the Obligations (other than
the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i)
shall be referred to as "Protective
Advances").

     

    (ii)           Any
contrary provision of this Agreement notwithstanding, the Lenders hereby
authorize Agent or Swing Lender, as applicable, and either Agent or Swing
Lender, as applicable, may, but is not obligated to, knowingly and
intentionally, continue to make Advances (including Swing Loans) to Borrower
notwithstanding that an Overadvance exists or thereby would be created, so long
as (A) after giving effect to such Advances, the outstanding Revolver Usage
does not exceed the Borrowing Base by more than 10% of the Maximum Revolver
Amount, and (B) after giving effect to such Advances, the outstanding
Revolver Usage (except for and excluding amounts charged to the Loan Account for
interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver
Amount.  In the event Agent obtains actual knowledge that the Revolver
Usage exceeds the amounts permitted by the immediately foregoing provisions,
regardless of the amount of, or reason for, such excess, Agent shall notify the
Lenders as soon as practicable (and prior to making any (or any additional)
intentional Overadvances (except for and excluding amounts charged to the Loan
Account for interest, fees, or Lender Group Expenses) unless Agent reasonably
determines that prior notice would result in imminent harm to the Collateral or
its value), and the Lenders with Revolver Commitments thereupon shall, together
with Agent, jointly determine the terms of arrangements that shall be
implemented with Borrower intended to reduce, within a reasonable time, the
outstanding principal amount of the Advances to Borrower to an amount permitted
by the preceding sentence.  In such circumstances, if any Lender with
a Revolver Commitment objects to the proposed terms of reduction or repayment of
any Overadvance, the terms of reduction or repayment thereof shall be
implemented according to the determination of the Required
Lenders.  In any event:  (x) if any unintentional
Overadvance remains outstanding for more than 30 days, unless otherwise agreed
to by the Required Lenders, Borrower shall immediately repay Advances in an
amount sufficient to eliminate all such unintentional Overadvances, and
(y) after the date all such Overadvances have been eliminated, there must
be at least 5 consecutive days before intentional Overadvances are
made.  The foregoing provisions are meant for the benefit of the
Lenders and Agent and are not meant for the benefit of Borrower, which shall
continue to be bound by the provisions of Section
2.5.  Each Lender with a Revolver Commitment shall be obligated
to settle with Agent as provided in Section 2.3(e) for
the amount of such Lender's Pro Rata Share of any unintentional Overadvances by
Agent reported to such Lender, any intentional Overadvances made as permitted
under this Section
2.3(d)(ii), and any Overadvances resulting from the charging to the Loan
Account of interest, fees, or Lender Group Expenses.

     

    
      
        
        

      

      
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    (iii)           Each
Protective Advance and each Overadvance shall be deemed to be an Advance
hereunder, except that no Protective Advance or Overadvance shall be eligible to
be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the
Protective Advances shall be payable to Agent solely for its own
account.  The Protective Advances and Overadvances shall be repayable
on demand (unless otherwise consented to by Required Lenders), secured by
Agent's Liens, constitute Obligations hereunder, and bear interest at the rate
applicable from time to time to Advances that are Base Rate
Loans.  The ability of Agent to make Protective Advances is separate
and distinct from its ability to make Overadvances and its ability to make
Overadvances is separate and distinct from its ability to make Protective
Advances.  For the avoidance of doubt, the limitations on Agent's
ability to make Protective Advances do not apply to Overadvances and the
limitations on Agent's ability to make Overadvances do not apply to Protective
Advances.  The provisions of this Section 2.3(d) are
for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not
intended to benefit Borrower in any way.

     

    (iv)           Notwithstanding
anything contained in this Agreement or any other Loan Document to the
contrary:  (A) no Overadvance or Protective Advance may be made
by Agent if such Advance would cause the aggregate principal amount of
Overadvances and Protective Advances outstanding to exceed an amount equal to
ten percent (10%) of the Maximum Revolver Amount; and (B) to the extent any
Protective Advance causes the aggregate Revolver Usage to exceed the Maximum
Revolver Amount, each such Protective Advance shall be for Agent's sole and
separate account and not for the account of any Lender.

     

    (e)           Settlement.  It is
agreed that each Lender's funded portion of the Advances is intended by the
Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding
Advances.  Such agreement notwithstanding, Agent, Swing Lender, and
the other Lenders agree (which agreement shall not be for the benefit of
Borrower) that in order to facilitate the administration of this Agreement and
the other Loan Documents, settlement among the Lenders as to the Advances, the
Swing Loans, and the Protective Advances shall take place on a periodic basis in
accordance with the following provisions:

     

    
      
        
        

      

      
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    (i)           Agent
shall request settlement ("Settlement") with the
Lenders on a weekly basis, or on a more frequent basis if so determined by Agent
(1) on behalf of Swing Lender, with respect to the outstanding Swing Loans,
(2) for itself, with respect to the outstanding Protective Advances, and
(3) with respect to Parent's or its Subsidiaries' Collections or payments
received, as to each by notifying the Lenders by telecopy, telephone, or other
similar form of transmission, of such requested Settlement, no later than 2:00
p.m. (Boston time) on the Business Day immediately prior to the date of such
requested Settlement (the date of such requested Settlement being the "Settlement
Date").  Such notice of a Settlement Date shall include a
summary statement of the amount of outstanding Advances, Swing Loans, and
Protective Advances for the period since the prior Settlement
Date.  Subject to the terms and conditions contained herein (including
Section
2.3(c)(iii)):  (y) if a Lender's balance of the Advances
(including Swing Loans and Protective Advances) exceeds such Lender's Pro Rata
Share of the Advances (including Swing Loans and Protective Advances) as of a
Settlement Date, then Agent shall, by no later than 12:00 p.m. (Boston time) on
the Settlement Date, transfer in immediately available funds to a Deposit
Account of such Lender (as such Lender may designate), an amount such that each
such Lender shall, upon receipt of such amount, have as of the Settlement Date,
its Pro Rata Share of the Advances (including Swing Loans and Protective
Advances), and (z) if a Lender's balance of the Advances (including Swing
Loans and Protective Advances) is less than such Lender's Pro Rata Share of the
Advances (including Swing Loans and Protective Advances) as of a Settlement
Date, such Lender shall no later than 12:00 p.m. (Boston time) on the Settlement
Date transfer in immediately available funds to Agent's Account, an amount such
that each such Lender shall, upon transfer of such amount, have as of the
Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and
Protective Advances).  Such amounts made available to Agent under
clause (z) of the immediately preceding sentence shall be applied against the
amounts of the applicable Swing Loans or Protective Advances and, together with
the portion of such Swing Loans or Protective Advances representing Swing
Lender's Pro Rata Share thereof, shall constitute Advances of such
Lenders.  If any such amount is not made available to Agent by any
Lender on the Settlement Date applicable thereto to the extent required by the
terms hereof, Agent shall be entitled to recover for its account such amount on
demand from such Lender together with interest thereon at the Defaulting Lender
Rate.

     

    (ii)           In
determining whether a Lender's balance of the Advances, Swing Loans, and
Protective Advances is less than, equal to, or greater than such Lender's Pro
Rata Share of the Advances, Swing Loans, and Protective Advances as of a
Settlement Date, Agent shall, as part of the relevant Settlement, apply to such
balance the portion of payments actually received in good funds by Agent with
respect to principal, interest, fees payable by Borrower and allocable to the
Lenders hereunder, and proceeds of Collateral.

     

    (iii)           Between
Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are
outstanding, may pay over to Swing Lender or retain for its own account, as
applicable, any Collections or payments received by Agent, that in accordance
with the terms of this Agreement would be applied to the reduction of the
Advances, for application to the Protective Advances or Swing
Loans.  Between Settlement Dates, Agent, to the extent no Protective
Advances or Swing Loans are outstanding, may pay over to Swing Lender any
Collections or payments received by Agent, that in accordance with the terms of
this Agreement would be applied to the reduction of the Advances, for
application to Swing Lender's Pro Rata Share of the Advances.  If, as
of any Settlement Date, Collections or payments of Parent or its Subsidiaries
received since the then immediately preceding Settlement Date have been applied
to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as
provided for in the previous sentence, Swing Lender shall pay to Agent for the
accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to
the outstanding Advances of such Lenders, an amount such that each Lender shall,
upon receipt of such amount, have, as of such Settlement Date, its Pro Rata
Share of the Advances.  During the period between Settlement Dates,
Swing Lender with respect to Swing Loans, Agent with respect to Protective
Advances, and each Lender (subject to the effect of agreements between Agent and
individual Lenders) with respect to the Advances other than Swing Loans and
Protective Advances, shall be entitled to interest at the applicable rate or
rates payable under this Agreement on the daily amount of funds employed by
Swing Lender, Agent, or the Lenders, as applicable.

     

    
      
        
        

      

      
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    (f)          Notation.  Agent, as
a non-fiduciary agent for Borrower, shall maintain a register showing the
principal amount of the Advances, owing to each Lender, including the Swing
Loans owing to Swing Lender, and Protective Advances owing to Agent, and the
interests therein of each Lender, from time to time and such register shall,
absent manifest error, conclusively be presumed to be correct and
accurate.

     

    (g)          Lenders' Failure to
Perform.  All Advances (other than Swing Loans and Protective
Advances) shall be made by the Lenders contemporaneously and in accordance with
their Pro Rata Shares.  It is understood that (i) no Lender shall
be responsible for any failure by any other Lender to perform its obligation to
make any Advance (or other extension of credit) hereunder, nor shall any
Revolver Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and
(ii) no failure by any Lender to perform its obligations hereunder shall
excuse any other Lender from its obligations hereunder.

     

    2.4.        Payments; Reductions of Revolver
Commitments; Prepayments.

     

    (a)          Payments by
Borrower.

     

    (i)           Except
as otherwise expressly provided herein, all payments by Borrower shall be made
to Agent's Account for the account of the Lender Group and shall be made in
immediately available funds, no later than 2:00 p.m. (Boston time) on the date
specified herein.  Any payment received by Agent later than 2:00 p.m.
(Boston time) shall be deemed to have been received on the following Business
Day and any applicable interest or fee shall continue to accrue until such
following Business Day.

     

    (ii)           Unless
Agent receives notice from Borrower prior to the date on which any payment is
due to the Lenders that Borrower will not make such payment in full as and when
required, Agent may assume that Borrower has made (or will make) such payment in
full to Agent on such date in immediately available funds and Agent may (but
shall not be so required), in reliance upon such assumption, distribute to each
Lender on such due date an amount equal to the amount then due such
Lender.  If and to the extent Borrower does not make such payment in
full to Agent on the date when due, each Lender severally shall repay to Agent
on demand such amount distributed to such Lender, together with interest thereon
at the Defaulting Lender Rate for each day from the date such amount is
distributed to such Lender until the date repaid.

     

    
      
        
        

      

      
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    (b)          Apportionment and
Application.

     

    (i)          So
long as no Application Event has occurred and is continuing and except as
otherwise provided with respect to Defaulting Lenders, all principal and
interest payments shall be apportioned ratably among the Lenders (according to
the unpaid principal balance of the Obligations to which such payments relate
held by each Lender) and all payments of fees and expenses (other than fees or
expenses that are for Agent's separate account) shall be apportioned ratably
among the Lenders having a Pro Rata Share of the type of Revolver Commitment or
Obligation to which a particular fee or expense relates.  All payments
to be made hereunder by Borrower shall be remitted to Agent and (subject to
Section
2.4(b)(iv) and Section 2.4(d)) all
such payments, and all proceeds of Collateral received by Agent, shall be
applied, so long as no Application Event has occurred and is continuing, to
reduce the balance of the Advances outstanding and, thereafter, to Borrower (to
be wired to the US Designated Account) or such other Person entitled thereto
under applicable law.

     

    (ii)          At
any time that an Application Event has occurred and is continuing and except as
otherwise provided with respect to Defaulting Lenders, all payments remitted to
Agent and all proceeds of Collateral received by Agent shall be applied as
follows:

     

    (A)           first, to pay any
Lender Group Expenses (including cost or expense reimbursements) or indemnities
then due to Agent under the Loan Documents, until paid in full,

     

    (B)           second, to pay any
fees or premiums then due to Agent under the Loan Documents until paid in
full,

     

    (C)           third, to pay
interest due in respect of all Protective Advances until paid in
full,

     

    (D)           fourth, to pay the
principal of all Protective Advances until paid in full,

     

    (E)           fifth, ratably to pay
any Lender Group Expenses (including cost or expense reimbursements) or
indemnities then due to any of the Lenders under the Loan Documents, until paid
in full,

     

    (F)           sixth, ratably to pay
any fees or premiums then due to any of the Lenders under the Loan Documents
until paid in full,

     

    (G)           seventh, ratably to
pay interest due in respect of the Advances (other than Protective Advances) and
the Swing Loans until paid in full,

     

    (H)           eighth, ratably
(i) to pay the principal of all Swing Loans until paid in full,
(ii) to pay the principal of all Advances until paid in full, (iii) to
Agent, to be held by Agent, for the benefit of Issuing Lender (and for the
ratable benefit of each of the Lenders that have an obligation to pay to Agent,
for the account of the Issuing Lender, a share of each Letter of Credit
Disbursement), as cash collateral in an amount up to 105% of the Letter of
Credit Usage (which cash collateral shall be applied to the reimbursement of any
Letter of Credit Disbursement as and when such disbursement occurs and, if a
Letter of Credit expires undrawn, the cash collateral held by Agent in respect
of such Letter of Credit shall be reapplied pursuant to this Section 2.4(b)(ii),
beginning with tier (A) hereof), and (iv) ratably, to the Bank Product
Providers on account of all amounts then due and payable in respect of Bank
Product Obligations, with any balance to be paid to Agent, to be held by Agent,
for the ratable benefit of the Bank Product Providers, as cash collateral in an
amount up to the amount the Bank Product Providers reasonably determine to be
the credit exposure of Parent and its Subsidiaries in respect of Bank Product
Obligations (which cash collateral shall be applied, ratably, to the payment or
reimbursement of any amounts due and payable with respect to such Bank Product
Obligations as and when such amounts first become due and payable and, if any
such Bank Product Obligation is paid or otherwise satisfied in full, the cash
collateral held by Agent in respect of such Bank Product Obligation shall be
reapplied pursuant to this Section 2.4(b)(ii),
beginning with tier (A) hereof),

     

    
      
        
        

      

      
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    (I)           ninth, to pay any
other Obligations (including being paid, ratably, to the Bank Product Providers
on account of all amounts then due and payable in respect of Bank Product
Obligations, with any balance to be paid to Agent, to be held by Agent, for the
ratable benefit of the Bank Product Providers, as cash collateral),
and

     

    (J)           tenth, to Borrower
(to be wired to the US Designated Account) or such other Person entitled thereto
under applicable law.

     

    (iii)         Agent
promptly shall distribute to each Lender, pursuant to the applicable wire
instructions received from each Lender in writing, such funds as it may be
entitled to receive, subject to a Settlement delay as provided in Section
2.3(e).

     

    (iv)         In
each instance, so long as no Application Event has occurred and is continuing,
Section
2.4(b)(i) shall not apply to any payment made by Borrower to Agent and
specified by Borrower to be for the payment of specific Obligations then due and
payable (or prepayable) under any provision of this Agreement or any other Loan
Document.

     

    (v)          For
purposes of Section
2.4(b)(ii), "paid in full" means payment in cash of all amounts owing
under the Loan Documents in accordance with the terms of the Loan Documents,
including loan fees, service fees, professional fees, interest (and specifically
including interest accrued after the commencement of any Insolvency Proceeding),
default interest, interest on interest, and expense reimbursements, whether or
not any of the foregoing would be or is allowed or disallowed in whole or in
part in any Insolvency Proceeding.

     

    (vi)         In
the event of a direct conflict between the priority provisions of this Section 2.4 and any
other provision contained in any other Loan Document, it is the intention of the
parties hereto that such provisions be read together and construed, to the
fullest extent possible, to be in concert with each other.  In the
event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of this Section 2.4 shall
control and govern.

     

    (c)          Reduction of Revolver
Commitments.  The Revolver Commitments shall terminate on the
Maturity Date.  Borrower may reduce the Revolver Commitments to an
amount (which may be zero) not less than the sum of (A) the Revolver Usage
as of such date, plus (B) the principal amount of all Advances not yet made
as to which a request has been given by Borrower under Section 2.3(a), plus
(C) the amount of all Letters of Credit not yet issued as to which a
request has been given by Borrower pursuant to Section
2.11(a).  Each such reduction shall be in an amount which is
not less than $5,000,000 (unless the Revolver Commitments are being reduced to
zero and the amount of the Revolver Commitments in effect immediately prior to
such reduction are less than $5,000,000), shall be made by providing not less
than 5 Business Days prior written notice by Borrower to Agent and shall be
irrevocable.  Once reduced, the Revolver Commitments may not be
increased.  Each such reduction of the Revolver Commitments shall
reduce the Revolver Commitments of each Lender proportionately in accordance
with its Pro Rata Share thereof.

     

    
      
        
        

      

      
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    (d)          Optional
Prepayments.  Borrower may prepay the principal of any Advance
at any time in whole or in part.

     

    (e)          Mandatory
Prepayments.

     

    (i)           In
the event any Subsidiary of Parent desires to make Restricted Junior Payments to
its shareholders and employees and management personnel of its shareholders
pursuant to the terms of the shareholder agreements or similar agreements
between such Subsidiary and such shareholders, including without limitation
payments in respect of and pursuant to the Put Obligations, and (x) a Default or
Event of Default then exists or would otherwise arise as a result thereof or (y)
after giving effect to such Restricted Payment, Excess Availability would be
less than $15,000,000, Borrower agrees to prepay the Obligations in full and
terminate the Revolver Commitments prior to making such payment.

     

    (ii)           In
the event any Loan Party desires to make payments in respect of Earn-outs made
pursuant to the terms of the definitive documentation for any Permitted
Acquisition and (x) a Default or Event of Default then exists or would otherwise
arise as a result thereof or (y) after giving effect to such Restricted Payment,
Excess Availability would be less than $15,000,000, Borrower agrees to prepay
the Obligations in full and terminate the Revolver Commitments prior to making
such payment.

     

    2.5.         Overadvances.

     

    If, at
any time or for any reason, the amount of Revolving Usage is greater than the
least of (x) the Maximum Revolver Amount, (y) the Borrowing Base and
(z) the maximum amount of Revolver Usage permitted to be outstanding pursuant to
the limitations set forth in Section 2.1(d) (an
"Overadvance"),
Borrower shall immediately pay to Agent, in cash, the amount of such excess,
which amount shall be used by Agent to reduce the Obligations in accordance with
the priorities set forth in Section 2.4(b); provided, however, that in the
case of an Overadvance that is caused solely as a result of a Protective Advance
made by Agent, Borrower shall have three (3) Business Days from the date of the
initial occurrence of such Overadvance to pay to Agent, in cash, the amount of
such excess.  Borrower promises to pay the Obligations (including
principal, interest, fees, costs, and expenses) in Dollars in full on the
Maturity Date or, if earlier, on the date on which the Obligations are declared
due and payable pursuant to the terms of this Agreement.

     

    2.6.         Interest
Rates and Letter of Credit Fee:  Rates, Payments, and
Calculations.

     

    (a)          Interest
Rates.  Except as provided in Section 2.6(c), all
Obligations (except for undrawn Letters of Credit and except for Bank Product
Obligations) shall bear interest on the Daily Balance thereof as
follows:

     

    
      
        
        

      

      
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    (i)           if
the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the
LIBOR Rate plus the LIBOR Rate Margin, and

     

    (ii)           otherwise,
at a per annum rate equal to the Base Rate plus the Base Rate
Margin.

     

    (b)          Letter of Credit
Fee.  Borrower shall pay Agent (for the ratable benefit of the
Lenders with a Revolver Commitment, subject to any agreements between Agent and
individual Lenders), a Letter of Credit fee (in addition to the charges,
commissions, fees, and costs set forth in Section 2.11(e))
which shall accrue at a per annum rate equal to the LIBOR Rate Margin times the
Daily Balance of the undrawn amount of all outstanding Letters of
Credit.

     

    (c)          Default Rate.  Upon
the occurrence and during the continuation of an Event of Default and at the
election of the Required Lenders,

     

    (i)           all
Obligations (except for undrawn Letters of Credit and except for Bank Product
Obligations) shall bear interest on the Daily Balance thereof at a per annum
rate equal to 2 percentage points above the per annum rate otherwise applicable
hereunder, and

     

    (ii)           the
Letter of Credit fee provided for in Section 2.6(b) shall
be increased to 2 percentage points above the per annum rate otherwise
applicable hereunder.

     

    (d)          Payment.  Except to
the extent provided to the contrary in Section 2.10 or Section 2.12(a), (i)
Letter of Credit fees, all other fees payable hereunder or under any of the
other Loan Documents, and all costs, expenses, and Lender Group Expenses payable
hereunder or under any of the other Loan Documents shall be due and payable, in
arrears, on the first day of each month at any time that Obligations or Revolver
Commitments are outstanding and (ii) (A) interest in respect of each Base Rate
Loan shall be due and payable, in arrears, on the first day of each calendar
quarter at any time Obligations are outstanding and (B) interest in respect of
each LIBOR Rate Loan shall be due and payable, in arrears, on the last day of
each Interest Period relating to such LIBOR Rate Loan.  Borrower
hereby authorizes Agent, from time to time without prior notice to Borrower, to,
and Agent shall (unless Agent otherwise provides written notice to Borrower),
charge all interest, Letter of Credit fees, and all other fees payable hereunder
or under any of the other Loan Documents (in each case, as and when due and
payable), all costs, expenses, and Lender Group Expenses payable hereunder or
under any of the other Loan Documents (in each case, as and when incurred), all
charges, commissions, fees, and costs provided for in Section 2.11(e) (as
and when accrued or incurred), all fees and costs provided for in Section 2.10 (as
and when accrued or incurred), and all other payments as and when due and
payable under any Loan Document (including any amounts due and payable to a Bank
Product Provider in respect of a Bank Product) to the Loan Account, which
amounts thereafter shall constitute Advances hereunder and shall accrue interest
at the rate then applicable to Advances that are Base Rate Loans.  Any
interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable
hereunder or under any other Loan Document not paid when due shall be compounded
by being charged to the Loan Account and shall thereafter constitute Advances
hereunder and shall accrue interest at the rate then applicable to Advances that
are Base Rate Loans (unless and until converted into LIBOR Rate Loans in
accordance with the terms of this Agreement).

     

    
      
        
        

      

      
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    (e)           Computation.  All
interest and fees chargeable under the Loan Documents shall be computed on the
basis of a 360 day year, in each case, for the actual number of days elapsed in
the period during which the interest or fees accrue.  In the event the
Base Rate is changed from time to time hereafter, the rates of interest
hereunder based upon the Base Rate automatically and immediately shall be
increased or decreased by an amount equal to such change in the Base
Rate.  For the purposes of the Interest Act (Canada) and disclosure
thereunder, whenever any interest or any fee to be paid hereunder or in
connection herewith is to be calculated on the basis of a 360-day year, the
yearly rate of interest to which the rate used in such calculation is equivalent
is the rate so used multiplied by the actual number of days in a calendar year
in which the same is to be ascertained, and divided by 360.  The rates
of interest under this Agreement are nominal rates, and not effective rates or
yields.  The principle of deemed reinvestment of interest does not
apply to any interest calculation under this Agreement.

     

    (f)           Intent to Limit Charges to Maximum
Lawful Rate.  In no event shall the interest rate or rates
payable under this Agreement, plus any other amounts paid in connection
herewith, exceed the highest rate permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem
applicable.  Borrower and the Lender Group, in executing and
delivering this Agreement, intend legally to agree upon the rate or rates of
interest and manner of payment stated within it; provided, however, that,
anything contained herein to the contrary notwithstanding, if said rate or rates
of interest or manner of payment exceeds the maximum allowable under applicable
law, then, ipso facto,
as of the date of this Agreement, Borrower is and shall be liable only for the
payment of such maximum as allowed by law, and payment received from Borrower in
excess of such legal maximum, whenever received, shall be applied to reduce the
principal balance of the Obligations to the extent of such excess.

     

    2.7.         Crediting
Payments.

     

    The
receipt of any payment item by Agent shall not be considered a payment on
account unless such payment item is a wire transfer of immediately available
federal funds made to Agent's Account or unless and until such payment item is
honored when presented for payment.  Should any payment item not be
honored when presented for payment, then Borrower shall be deemed not to have
made such payment and interest shall be calculated
accordingly.  Anything to the contrary contained herein
notwithstanding, any payment item shall be deemed received by Agent only if it
is received into Agent's Account on a Business Day on or before 2:00 p.m.
(Boston time).  If any payment item is received into Agent's Account
on a non-Business Day or after 2:00 p.m. (Boston time) on a Business Day, it
shall be deemed to have been received by Agent as of the opening of business on
the immediately following Business Day.

     

    2.8.         Designated
Account.

     

    Agent is
authorized to make the Advances, and Issuing Lender is authorized to issue the
Letters of Credit, under this Agreement based upon telephonic or other
instructions received from anyone purporting to be an Authorized Person or,
without instructions, if pursuant to Section
2.6(d).  Borrower agrees to establish and maintain the Canadian
Designated Account with the Canadian Designated Account Bank and the US
Designated Account with the US Designated Account Bank for the purpose of
receiving the proceeds of the Advances requested by Borrower and made by Agent
or the Lenders hereunder.  Unless otherwise agreed by Agent and
Borrower, any Advance or Swing Loan requested by Borrower and made by Agent or
the Lenders hereunder shall be made to the Canadian Designated Account or the US
Designated Account, as designated by Borrower.

     

    
      
        
        

      

      
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    2.9.         Maintenance
of Loan Account; Statements of Obligations.

     

    Agent
shall maintain an account on its books in the name of Borrower (the "Loan Account") on
which Borrower will be charged with all Advances (including Protective Advances
and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrower or for
Borrower's account, the Letters of Credit issued or made by Issuing Lender for
Borrower's account, and with all other payment Obligations hereunder or under
the other Loan Documents (except for Bank Product Obligations), including,
accrued interest, fees and expenses, and Lender Group Expenses.  In
accordance with Section 2.7, the Loan
Account will be credited with all payments received by Agent from Borrower or
for Borrower's account.  Agent shall render monthly statements
regarding the Loan Account to Borrower, including principal, interest, fees, and
including an itemization of all charges and expenses constituting Lender Group
Expenses owing, and such statements, absent manifest error, shall be
conclusively presumed to be correct and accurate and constitute an account
stated between Borrower and the Lender Group unless, within 45 days after
receipt thereof by Borrower, Borrower shall deliver to Agent written objection
thereto describing the error or errors contained in any such
statements.

     

    2.10.       Fees.

     

    Borrower
shall pay to Agent,

     

    (a)           for
the account of Agent, as and when due and payable under the terms of the Fee
Letter, the fees set forth in the Fee Letter.

     

    (b)           for
the ratable account of those Lenders with Revolver Commitments, on the first day
of each month from and after the Closing Date up to the first day of the month
prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount
equal to 0.50% per annum times the result of (i) the Maximum Revolver
Amount, less (ii) the average Daily Balance of the Revolver Usage during
the immediately preceding month (or portion thereof).

     

    2.11.       Letters
of Credit.

     

    (a)           Subject
to the terms and conditions of this Agreement, upon the request of Borrower made
in accordance herewith, the Issuing Lender agrees to issue, or to cause an
Underlying Issuer, as Issuing Lender's agent, to issue, a requested Letter of
Credit.  If Issuing Lender, at its option, elects to cause an
Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender
agrees that it will obligate itself to reimburse such Underlying Issuer (which
may include, among, other means, by becoming an applicant with respect to such
Letter of Credit or entering into undertakings which provide for reimbursements
of such Underlying Issuer with respect to such Letter of Credit; each such
obligation or undertaking, irrespective of whether in writing, a "Reimbursement
Undertaking") with respect to Letters of Credit issued by such Underlying
Issuer.  By submitting a request to Issuing Lender for the issuance of
a Letter of Credit, Borrower shall be deemed to have requested that Issuing
Lender issue or that an Underlying Issuer issue the requested Letter of Credit
and to have requested Issuing Lender to issue a Reimbursement Undertaking with
respect to such requested Letter of Credit if it is to be issued by an
Underlying Issuer (it being expressly acknowledged and agreed by Borrower that
Borrower is and shall be deemed to be an applicant (within the meaning of
Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of
Credit).  Each request for the issuance of a Letter of Credit, or the
amendment, renewal, or extension of any outstanding Letter of Credit, shall be
made in writing by an Authorized Person and delivered to the Issuing Lender via
hand delivery, telefacsimile, or other electronic method of transmission
reasonably in advance of the requested date of issuance, amendment, renewal, or
extension.  Each such request shall be in form and substance
reasonably satisfactory to the Issuing Lender and shall specify (i) the
amount of such Letter of Credit, (ii) the date of issuance, amendment,
renewal, or extension of such Letter of Credit, (iii) the expiration date
of such Letter of Credit, (iv) the name and address of the beneficiary of
the Letter of Credit, (v) the Loan Party for whose account the Letter of Credit
is to be issued, and (vi) such other information (including, in the case of
an amendment, renewal, or extension, identification of the Letter of Credit to
be so amended, renewed, or extended) as shall be necessary to prepare, amend,
renew, or extend such Letter of Credit.  Borrower agrees that this
Agreement (along with the terms of the applicable application) will govern each
Letter of Credit and its issuance.  The Issuing Lender shall have no
obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect
of an Underlying Letter of Credit, in either case, if any of the following would
result after giving effect to the requested issuance:

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (i)           the
Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount
of Advances, or

     

    (ii)          the
Letter of Credit Usage would exceed $20,000,000, or

     

    (iii)         the
Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount
of Advances.

     

    Borrower
and the Lender Group hereby acknowledge and agree that all Existing Letters of
Credit shall constitute Letters of Credit under this Agreement on and after the
Closing Date with the same effect as if such Existing Letters of Credit were
issued by Issuing Lender or an Underlying Issuer at the request of Borrower on
the Closing Date.  Each Letter of Credit shall be in form and
substance reasonably acceptable to the Issuing Lender, including the requirement
that the amounts payable thereunder must be payable in Dollars, Canadian
Dollars, Pounds Sterling, euros, Swedish Krona, or any other currency mutually
agreed to in good faith between the Borrower and Issuing Lender.  If
Issuing Lender makes a payment under a Letter of Credit or an Underlying Issuer
makes a payment under an Underlying Letter of Credit, Borrower shall pay to
Agent an amount equal to the applicable Letter of Credit Disbursement on the
date such Letter of Credit Disbursement is made and, in the absence of such
payment, the amount of the Letter of Credit Disbursement immediately and
automatically shall be deemed to be an Advance hereunder and, initially, shall
bear interest at the rate then applicable to Advances that are Base Rate Loans.
If a Letter of Credit Disbursement is deemed to be an Advance hereunder,
Borrower's obligation to pay the amount of such Letter of Credit Disbursement to
Issuing Lender shall be discharged and replaced by the resulting
Advance.  Promptly following receipt by Agent of any payment from
Borrower pursuant to this paragraph, Agent shall distribute such payment to the
Issuing Lender or, to the extent that Lenders have made payments pursuant to
Section 2.11(b)
to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
their interests may appear.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (b)           Promptly
following receipt of a notice of a Letter of Credit Disbursement pursuant to
Section 2.11(a),
each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any
Advance deemed made pursuant to Section 2.11(a) on
the same terms and conditions as if Borrower had requested the amount thereof as
an Advance and Agent shall promptly pay to Issuing Lender the amounts so
received by it from the Lenders.  By the issuance of a Letter of
Credit or a Reimbursement Undertaking (or an amendment to a Letter of Credit or
a Reimbursement Undertaking increasing the amount thereof) and without any
further action on the part of the Issuing Lender or the Lenders with Revolver
Commitments, the Issuing Lender shall be deemed to have granted to each Lender
with a Revolver Commitment, and each Lender with a Revolver Commitment shall be
deemed to have purchased, a participation in each Letter of Credit issued by
Issuing Lender and each Reimbursement Undertaking, in an amount equal to its Pro
Rata Share of such Letter of Credit or Reimbursement Undertaking, and each such
Lender agrees to pay to Agent, for the account of the Issuing Lender, such
Lender's Pro Rata Share of any Letter of Credit Disbursement made by Issuing
Lender or an Underlying Issuer under the applicable Letter of
Credit.  In consideration and in furtherance of the foregoing, each
Lender with a Revolver Commitment hereby absolutely and unconditionally agrees
to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata
Share of each Letter of Credit Disbursement made by Issuing Lender or an
Underlying Issuer and not reimbursed by Borrower on the date due as provided in
Section
2.11(a), or of any reimbursement payment required to be refunded to
Borrower for any reason.  Each Lender with a Revolver Commitment
acknowledges and agrees that its obligation to deliver to Agent, for the account
of the Issuing Lender, an amount equal to its respective Pro Rata Share of each
Letter of Credit Disbursement pursuant to this Section 2.11(b) shall
be absolute and unconditional and such remittance shall be made notwithstanding
the occurrence or continuation of an Event of Default or Default or the failure
to satisfy any condition set forth in Section
3.  If any such Lender fails to make available to Agent the
amount of such Lender's Pro Rata Share of a Letter of Credit Disbursement as
provided in this Section, such Lender shall be deemed to be a Defaulting Lender
and Agent (for the account of the Issuing Lender) shall be entitled to recover
such amount on demand from such Lender together with interest thereon at the
Defaulting Lender Rate until paid in full.

     

    (c)           Borrower
hereby agrees to indemnify, save, defend, and hold the Lender Group and each
Underlying Issuer harmless from any loss, cost, Tax, expense, or liability, and
reasonable and documented attorneys fees incurred by Issuing Lender, any other
member of the Lender Group, or any Underlying Issuer arising out of or in
connection with any Reimbursement Undertaking or any Letter of Credit; provided, however, that
Borrower shall not be obligated hereunder to indemnify for any loss, cost,
expense, or liability that a court of competent jurisdiction finally determines
to have resulted from the gross negligence or willful misconduct of the Issuing
Lender, any other member of the Lender Group, or any Underlying
Issuer.  Borrower agrees to be bound by the Underlying Issuer's
regulations and interpretations of any Letter of Credit or by Issuing Lender's
interpretations of any Reimbursement Undertaking even though this interpretation
may be different from Borrower's own, and Borrower understands and agrees that
none of the Issuing Lender, the Lender Group, or any Underlying Issuer shall be
liable for any error, negligence, or mistake, whether of omission or commission,
in following Borrower's instructions or those contained in the Letter of Credit
or any modifications, amendments, or supplements thereto, other than to the
extent that a court of competent jurisdiction finally determines such error,
negligence or mistake to have resulted from the gross negligence or willful
misconduct of the Issuing Lender, any other member of the Lender Group, or any
Underlying Issuer.  Borrower understands that the Reimbursement
Undertakings may require Issuing Lender to indemnify the Underlying Issuer for
certain costs or liabilities arising out of claims by Borrower against such
Underlying Issuer.  Borrower hereby agrees to indemnify, save, defend,
and hold Issuing Lender and the other members of the Lender Group harmless with
respect to any loss, cost, expense (including reasonable and documented
attorneys fees), or liability incurred by them as a result of the Issuing
Lender's indemnification of an Underlying Issuer; provided, however, that
Borrower shall not be obligated hereunder to indemnify for any such loss, cost,
expense, or liability to the extent that it is caused by the gross negligence or
willful misconduct of the Issuing Lender or any other member of the Lender
Group.  Borrower hereby acknowledges and agrees that none of the
Issuing Lender, any other member of the Lender Group, or any Underlying Issuer
shall be responsible for delays, errors, or omissions resulting from the
malfunction of equipment in connection with any Letter of Credit other than to
the extent that a court of competent jurisdiction finally determines such
delays, errors or omissions to have resulted from the gross negligence or
willful misconduct of the Issuing Lender, any other member of the Lender Group,
or any Underlying Issuer.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (d)           Borrower
hereby authorizes and directs any Underlying Issuer to deliver to the Issuing
Lender all instruments, documents, and other writings and property received by
such Underlying Issuer pursuant to such Underlying Letter of Credit and to
accept and rely upon the Issuing Lender's instructions with respect to all
matters arising in connection with such Underlying Letter of Credit and the
related application.

     

    (e)           Any
and all issuance charges, usage charges, commissions, fees, and costs incurred
by the Issuing Lender relating to Underlying Letters of Credit shall be Lender
Group Expenses for purposes of this Agreement and shall be reimbursable
immediately by Borrower to Agent for the account of the Issuing Lender; it being
acknowledged and agreed by Borrower that, as of the Closing Date, the usage
charge imposed by the Underlying Issuer is 0.50% per annum times the undrawn
amount of each Underlying Letter of Credit, that such usage charge may be
changed from time to time, but in no event shall such per annum usage charge be
increased above 0.825%, and that the Underlying Issuer also imposes a schedule
of charges for amendments, extensions, drawings, and renewals.

     

    (f)           If
by reason of (i) any change after the Closing Date in any applicable law,
treaty, rule, or regulation or any change in the interpretation or application
thereof by any Governmental Authority, or (ii) compliance by the Issuing
Lender, any other member of the Lender Group, or Underlying Issuer with any
direction, request, or requirement (irrespective of whether having the force of
law) of any Governmental Authority or monetary authority including, Regulation D
of the Federal Reserve Board as from time to time in effect (and any successor
thereto):

     

    (i)           any
reserve, deposit, or similar requirement is or shall be imposed or modified in
respect of any Letter of Credit issued or caused to be issued hereunder or
hereby, or

     

    (ii)           there
shall be imposed on the Issuing Lender, any other member of the Lender Group, or
Underlying Issuer any other condition regarding any Letter of Credit or
Reimbursement Undertaking,

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    and the
result of the foregoing is to increase, directly or indirectly, the cost to the
Issuing Lender, any other member of the Lender Group, or an Underlying Issuer of
issuing, making, guaranteeing, or maintaining any Reimbursement Undertaking or
Letter of Credit or to reduce the amount receivable in respect thereof, then,
and in any such case, Agent may, at any time within a reasonable period after
the additional cost is incurred or the amount received is reduced, notify
Borrower, and Borrower shall pay within 30 days after demand therefor, such
amounts as Agent may specify to be necessary to compensate the Issuing Lender,
any other member of the Lender Group, or an Underlying Issuer for such
additional cost or reduced receipt, together with interest on such amount from
the date of such demand until payment in full thereof at the rate then
applicable to Base Rate Loans hereunder; provided, however, that
Borrower shall not be required to provide any compensation pursuant to this
Section 2.11(f)
for any such amounts incurred more than 180 days prior to the date on which the
demand for payment of such amounts is first made to Borrower; provided further, however, that if an
event or circumstance giving rise to such amounts is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.  The determination by Agent of any amount
due pursuant to this Section 2.11(f), as
set forth in a certificate setting forth the calculation thereof in reasonable
detail, shall, in the absence of manifest or demonstrable error, be final and
conclusive and binding on all of the parties hereto.

     

    2.12.       LIBOR
Option.

     

    (a)           Interest and Interest Payment
Dates.  In lieu of having interest charged at the rate based
upon the Base Rate, Borrower shall have the option, subject to Section 2.12(b) below
(the "LIBOR
Option") to have interest on all or a portion of the Advances be charged
(whether at the time when made (unless otherwise provided herein), upon
conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a
LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR
Rate.  Interest on LIBOR Rate Loans shall be payable on the earliest
of (i) the last day of the Interest Period applicable thereto;
(ii) the date on which all or any portion of the Obligations are
accelerated pursuant to the terms hereof, or (iii) the date on which this
Agreement is terminated pursuant to the terms hereof.  On the last day
of each applicable Interest Period, unless Borrower properly has exercised the
LIBOR Option with respect thereto, the interest rate applicable to such LIBOR
Rate Loan automatically shall convert to the rate of interest then applicable to
Base Rate Loans of the same type hereunder.  At any time that an Event
of Default has occurred and is continuing, at the written election of the
Required Lenders, Borrower no longer shall have the option to request that
Advances bear interest at a rate based upon the LIBOR Rate.

     

    (b)           LIBOR Election.

     

    (i)           Borrower
may, at any time and from time to time, so long as Borrower has not received a
notice from Agent, after the occurrence and during the continuance of an Event
of Default, of the election of the Required Lenders to terminate the right of
Borrower to exercise the LIBOR Option during the continuance of such Event of
Default, elect to exercise the LIBOR Option by notifying Agent prior to 2:00
p.m. (Boston time) at least 3 Business Days prior to the commencement of the
proposed Interest Period (the "LIBOR
Deadline").  Notice of Borrower's election of the LIBOR Option
for a permitted portion of the Advances pursuant to this Section shall be made
by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR
Deadline, or by telephonic notice received by Agent before the LIBOR Deadline
(to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior
to 5:00 p.m. (Boston time) on the same day).  Promptly upon its
receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of
the affected Lenders.  Each Interest Period shall be 3
months.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (ii)           Each
LIBOR Notice shall be irrevocable and binding on Borrower.  In
connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold
Agent and the Lenders harmless against any loss, cost, or expense actually
incurred by Agent or any Lender as a result of (A) the payment of any
principal of any LIBOR Rate 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 LIBOR Rate Loan other than on the last day of the
Interest Period applicable thereto, or (C) the failure to borrow, convert,
continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice
delivered pursuant hereto (such losses, costs, or expenses, "Funding
Losses").  A certificate of Agent or a Lender delivered to
Borrower setting forth in reasonable detail any amount or amounts that Agent or
such Lender is entitled to receive pursuant to this Section 2.12(b)(ii)
shall be conclusive absent manifest error.  Borrower shall pay such
amount to Agent or the Lender, as applicable, within 30 days of the date of its
receipt of such certificate.

     

    (iii)           Borrower
shall have not more than 5 LIBOR Rate Loans in effect at any given
time.  Borrower only may exercise the LIBOR Option for proposed LIBOR
Rate Loans of at least
$1,000,000.

     

    (c)          Conversion.  Borrower
may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, however, that in the
event that LIBOR Rate Loans are converted or prepaid on any date that is not the
last day of the Interest Period applicable thereto, including as a result of any
automatic prepayment through the required application by Agent of proceeds of
Borrower's and its Subsidiaries' Collections in accordance with Section 2.4(b) or for
any other reason, including early termination of the term of this Agreement or
acceleration of all or any portion of the Obligations pursuant to the terms
hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and
their Participants harmless against any and all Funding Losses in accordance
with Section 2.12
(b)(ii).

     

    (d)          Special Provisions Applicable to
LIBOR Rate.

     

    (i)           The
LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective
basis to take into account any additional or increased costs to such Lender of
maintaining or obtaining any eurodollar deposits or increased costs due to
changes in applicable law occurring subsequent to the commencement of the then
applicable Interest Period, including changes in tax laws (except changes of
general applicability in corporate income tax laws) and changes in the reserve
requirements imposed by the Board of Governors of the Federal Reserve System (or
any successor), excluding the Reserve Percentage, which additional or increased
costs would increase the cost of funding or maintaining loans bearing interest
at the LIBOR Rate.  In any such event, the affected Lender shall give
Borrower and Agent notice of such a determination and adjustment and Agent
promptly shall transmit the notice to each other Lender and, upon its receipt of
the notice from the affected Lender, Borrower may, by notice to such affected
Lender (y) require such Lender to furnish to Borrower a statement setting
forth the basis for adjusting such LIBOR Rate and the method for determining the
amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect
to which such adjustment is made (together with any amounts due under Section
2.12(b)(ii)).

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (ii)           In
the event that any change in market conditions or any law, regulation, treaty,
or directive, or any change therein or in the interpretation or application
thereof, shall at any time after the date hereof, in the reasonable opinion of
any Lender, make it unlawful or impractical for such Lender to fund or maintain
LIBOR Rate Loans or to continue such funding or maintaining, or to determine or
charge interest rates at the LIBOR Rate, such Lender shall give notice of such
changed circumstances to Agent and Borrower and Agent promptly shall transmit
the notice to each other Lender and (y) in the case of any LIBOR Rate Loans
of such Lender that are outstanding, the date specified in such Lender's notice
shall be deemed to be the last day of the Interest Period of such LIBOR Rate
Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall
accrue interest at the rate then applicable to Base Rate Loans, and
(z) Borrower shall not be entitled to elect the LIBOR Option until such
Lender determines that it would no longer be unlawful or impractical to do
so.

     

    (e)           No Requirement of Matched
Funding.  Anything to the contrary contained herein
notwithstanding, neither Agent, nor any Lender, nor any of their Participants,
is required actually to acquire eurodollar deposits to fund or otherwise match
fund any Obligation as to which interest accrues at the LIBOR Rate.

     

    2.13.       Capital
Requirements.

     

    (a)           If,
after the date hereof, any Lender determines that (i) the adoption of or
change in any law, rule, regulation or guideline regarding capital requirements
for banks or bank holding companies, or any change in the interpretation or
application thereof by any Governmental Authority charged with the
administration thereof, or (ii) compliance by such Lender or its parent
bank holding company with any guideline, request or directive of any such entity
regarding capital adequacy (whether or not having the force of law), has the
effect of reducing the return on such Lender's or such holding company's capital
as a consequence of such Lender's Revolver Commitments hereunder to a level
below that which such Lender or such holding company could have achieved but for
such adoption, change, or compliance (taking into consideration such Lender's or
such holding company's then existing policies with respect to capital adequacy
and assuming the full utilization of such entity's capital) by any amount
reasonably deemed by such Lender to be material, then such Lender may notify
Borrower and Agent thereof.  Following receipt of such notice,
Borrower agrees to pay such Lender on demand the amount of such reduction of
return of capital as and when such reduction is determined, payable within 30
days after presentation by such Lender of a statement in the amount and setting
forth in reasonable detail such Lender's calculation thereof and the assumptions
upon which such calculation was based (which statement shall be deemed true and
correct absent manifest error).  In determining such amount, such
Lender may use any reasonable averaging and attribution
methods.  Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that
Borrower shall not be required to compensate a Lender pursuant to this Section
for any reductions in return incurred more than 180 days prior to the date that
such Lender notifies Borrower of such law, rule, regulation or guideline giving
rise to such reductions and of such Lender's intention to claim compensation
therefor; provided further that if such
claim arises by reason of the adoption of or change in any law, rule, regulation
or guideline that is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect
thereof.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (b)           If
any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or
amounts under Section
2.13(a) (any such Lender, an "Affected Lender"),
then such Affected Lender shall use reasonable efforts to promptly designate a
different one of its lending offices or to assign its rights and obligations
hereunder to another of its offices or branches, if (i) in the reasonable
judgment of such Affected Lender, such designation or assignment would eliminate
or reduce amounts payable pursuant to Section 2.12(d)(i) or
Section
2.13(a), as applicable, and (ii) in the reasonable judgment of such
Affected Lender, such designation or assignment would not subject it to any
material unreimbursed cost or expense and would not otherwise be materially
disadvantageous to it.  Borrower agrees to pay all reasonable
out-of-pocket costs and expenses incurred by such Affected Lender in connection
with any such designation or assignment.  If, after such reasonable
efforts, such Affected Lender does not so designate a different one of its
lending offices or assign its rights to another of its offices or branches so as
to eliminate Borrower's obligation to pay any future amounts to such Affected
Lender pursuant to Section 2.12(d)(i) or
Section
2.13(a), as applicable, then Borrower (without prejudice to any amounts
then due to such Affected Lender under Section 2.12(d)(i) or
Section
2.13(a), as applicable) may, unless prior to the effective date of any
such assignment the Affected Lender withdraws its request for such additional
amounts under Section
2.12(d)(i) or Section 2.13(a), as
applicable, may seek a substitute Lender reasonably acceptable to Agent to
purchase the Obligations owed to such Affected Lender and such Affected Lender's
Revolver Commitments hereunder (a "Replacement Lender"),
and if such Replacement Lender agrees to such purchase, such Affected Lender
shall assign to the Replacement Lender its Obligations and Revolver Commitments,
pursuant to an Assignment and Acceptance Agreement, and upon such purchase by
the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender"
for purposes of this Agreement and such Affected Lender shall cease to be a
"Lender" for purposes of this Agreement.

     

    2.14.       Currencies.

     

    The
Advances and other Obligations (unless such other Obligations expressly provide
otherwise) shall be made and repaid in Dollars.

     

    
      	
              3.

            	
              CONDITIONS; TERM OF
      AGREEMENT.

            


    

     

    3.1.         Conditions
Precedent to the Effectiveness of this Agreement.

     

    The
effectiveness of this Agreement is subject to the fulfillment, to the
satisfaction of Agent and each Lender, of each of the conditions precedent set
forth on Schedule
3.1 (with such satisfaction, or waiver, of the conditions precedent being
deemed conclusive upon Agent’s notice to Borrower thereof).

     

    3.2.         Conditions
Precedent to all Extensions of Credit.

     

    The
obligation of the Lender Group (or any member thereof) to make any Advances
hereunder (or to extend any other credit hereunder) at any time shall be subject
to the following conditions precedent:

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (a)           the
representations and warranties of any Loan Party contained in this Agreement or
in the other Loan Documents shall be true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by
materiality in the text thereof) on and as of the date of such extension of
credit, as though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date);
and

     

    (b)           no
Default or Event of Default shall have occurred and be continuing on the date of
such extension of credit, nor shall either result from the making
thereof.

     

    3.3.         Maturity.

     

    This
Agreement shall continue in full force and effect for a term ending on October
23, 2014 (the "Maturity
Date").  The foregoing notwithstanding, the Lender Group, upon
the election of the Required Lenders, shall have the right to terminate its
obligations under this Agreement immediately and without notice upon the
occurrence and during the continuation of an Event of Default.

     

    3.4.         Effect of
Maturity.

     

    On the
Maturity Date, all commitments of the Lender Group to provide additional credit
hereunder shall automatically be terminated and all Obligations (including
contingent reimbursement obligations of Borrower with respect to outstanding
Letters of Credit and including all Bank Product Obligations) immediately shall
become due and payable without notice or demand (and, as a part of such
Obligations becoming due and payable, Borrower shall immediately and
automatically be obligated to provide (a) Letter of Credit
Collateralization, and (b) Bank Product Collateralization).  No
termination of the obligations of the Lender Group (other than payment in full
of the Obligations and termination of the Revolver Commitments) shall relieve or
discharge any Loan Party of its duties, Obligations, or covenants hereunder or
under any other Loan Document and Agent's Liens in the Collateral shall continue
to secure the Obligations and shall remain in effect until all Obligations have
been paid in full and the Revolver Commitments have been
terminated.  When all of the Obligations have been paid in full and
the Lender Group's obligations to provide additional credit under the Loan
Documents have been terminated irrevocably, Agent will, at Borrower's sole
expense, execute and deliver any termination statements, lien releases,
discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) as are reasonably necessary
to release, as of record, Agent's Liens and all notices of security interests
and liens previously filed by Agent with respect to the
Obligations.

     

    3.5.         Early
Termination by Borrower.

     

    Borrower
has the option, at any time upon 10 Business Days prior written notice to Agent,
to terminate this Agreement and terminate the Revolver Commitments hereunder by
paying to Agent the Obligations (including (a) providing Letter of Credit
Collateralization with respect to the then existing Letter of Credit Usage, and
(b) providing Bank Product Collateralization with respect to the then
existing Bank Products), in full.

     

    
      
        
        

      

      
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              4.

            	
              REPRESENTATIONS AND
      WARRANTIES.

            


    

     

    In order
to induce the Lender Group to enter into this Agreement, each Loan Party makes
the following representations and warranties to the Lender Group which shall be
true, correct, and complete, in all material respects (except that such
materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof), as of the Closing Date, and shall be true, correct, and complete, in
all material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof), as of the date of the making of
each Advance (or other extension of credit) made thereafter, as though made on
and as of the date of such Advance (or other extension of credit) (except to the
extent that such representations and warranties relate solely to an earlier
date) and such representations and warranties shall survive the execution and
delivery of this Agreement:

     

    4.1.         Due
Organization and Qualification; Subsidiaries.

     

    (a)           Each
Loan Party (i) is duly organized and existing and in good standing under
the laws of the jurisdiction of its organization, (ii) qualified to do
business in any jurisdiction where the failure to be so qualified could
reasonably be expected to result in a Material Adverse Change, and
(iii) has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents to which it is a party and to carry
out the transactions contemplated thereby.

     

    (b)           Set
forth on Schedule
4.1(b) is, as of the Closing Date, a complete and accurate description of
the authorized capital Stock of Parent, by class, and a description of the
number of shares of each such class that are issued and
outstanding.  Other than as described on Schedule 4.1(b),
there are no subscriptions, options, warrants, or calls relating to any shares
of Parent's capital Stock, including any right of conversion or exchange under
any outstanding security or other instrument.  Parent is not subject
to any obligation (contingent or otherwise) to repurchase or otherwise acquire
or retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.

     

    (c)           Set
forth on Schedule
4.1(c), is, as of the Closing Date, a complete and accurate list of the
Parent's direct and indirect Subsidiaries, showing:  (i) the
percentage ownership by Parent of the outstanding shares of each class of common
and preferred Stock of each of Parent’s direct Subsidiaries, and (ii) the
percentage ownership by each of Parent’s direct and indirect Subsidiaries that
are Loan Parties of the outstanding shares of each class of common and preferred
Stock of such Subsidiary’s direct Subsidiaries.  All of the
outstanding capital Stock of each such Subsidiary has been validly issued and is
fully paid and non-assessable.

     

    (d)           Except
as set forth on Schedule 4.1(c),
there are no subscriptions, options, warrants, or calls relating to any shares
of Parent's Subsidiaries' capital Stock, including any put option or any right
of conversion or exchange under any outstanding security or other
instrument.  Except as set forth on Schedule 4.1(c),
neither Parent nor any of its Subsidiaries is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of Parent's Subsidiaries' capital Stock or any security convertible into
or exchangeable for any such capital Stock.

     

    
      
        
        

      

      
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    4.2.         Due
Authorization; No Conflict.

     

    (a)           As
to each Loan Party, the execution, delivery, and performance by such Loan Party
of the Loan Documents to which it is a party have been duly authorized by all
necessary action on the part of such Loan Party.

     

    (b)           As
to each Loan Party, the execution, delivery, and performance by such Loan Party
of the Loan Documents to which it is a party do not and will not
(i) violate any material provision of federal, state, provincial, or local
law or regulation applicable to any Loan Party or its Subsidiaries, the
Governing Documents of any Loan Party or its Subsidiaries, or any order,
judgment, or decree of any court or other Governmental Authority binding on any
Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under any
Material Contract of any Loan Party or its Subsidiaries except to the extent
that any such conflict, breach or default could not individually or in the
aggregate reasonably be expected to have a Material Adverse Change,
(iii) result in or require the creation or imposition of any Lien of any
nature whatsoever upon any assets of any Loan Party, other than Permitted Liens,
or (iv) require any approval of any Loan Party's interestholders or any
approval or consent of any Person under any Material Contract of any Loan Party,
other than consents or approvals that have been obtained and that are still in
force and effect and except, in the case of Material Contracts, for consents or
approvals, the failure to obtain could not individually or in the aggregate
reasonably be expected to cause a Material Adverse Change.

     

    4.3.         Governmental
Consents.

     

    The
execution, delivery, and performance by each Loan Party of the Loan Documents to
which such Loan Party is a party and the consummation of the transactions
contemplated by the Loan Documents do not and will not require any registration
with, consent, or approval of, or notice to, or other action with or by, any
Governmental Authority, other than registrations, consents, approvals, notices,
or other actions that have been obtained and that are still in force and effect
and except for filings and recordings with respect to the Collateral to be made,
or otherwise delivered to Agent for filing or recordation, as of the Closing
Date.

     

    4.4.         Binding
Obligations; Perfected Liens.

     

    (a)           Each
Loan Document has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, except (i) as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or limiting creditors' rights generally and (ii) as the availability of the
remedy of specific performance or injunctive or other equitable relief is
subject to the discretion of the court before any proceeding therefore may be
brought.

     

    (b)           Agent's
Liens are validly created, perfected (other than (i) in respect of motor
vehicles that are subject to a certificate of title and as to which Agent has
not caused its Lien to be noted on the applicable certificate of title, and
(ii) any Deposit Accounts and Securities Accounts not subject to a Control
Agreement as permitted by Section 6.11, and
subject only to the filing of financing statements, the delivery to, and
possession by, Agent of any Collateral perfected only by means of possession,
and the recordation of the Mortgages, in each case, in the appropriate filing
offices), and first priority Liens, subject only to Permitted
Liens.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    4.5.         Title to
Assets; No Encumbrances.

     

    Each of
the Loan Parties has (i) good, sufficient and legal title to (in the case
of fee interests in Real Property), (ii) valid leasehold interests in (in
the case of leasehold interests in real or personal property), and
(iii) good and marketable title to (in the case of all other personal
property), all of their respective assets reflected in their most recent
financial statements delivered pursuant to Section 5.1, in each
case except for assets disposed of since the date of such financial statements
to the extent permitted hereby.  All of such assets are free and clear
of Liens except for Permitted Liens.

     

    4.6.         Jurisdiction
of Organization; Location of Chief Executive Office; Organizational
Identification Number; Commercial Tort Claims.

     

    (a)           The
full legal name (within the meaning of Section 9-503 of the Code) of (and
including any French or combined form of name) and jurisdiction of organization
of each Loan Party and each of its Subsidiaries is, as of the Closing Date, set
forth on Schedule
4.6(a).

     

    (b)           The
chief executive office of each Loan Party is, as of the Closing Date, located at
the address indicated on Schedule
4.6(b).

     

    (c)           Each
Loan Party's tax identification numbers and organizational identification
numbers are, as of the Closing Date, identified on Schedule
4.6(c).

     

    (d)           To
the knowledge of Borrower, no Loan Party and no Subsidiary of a Loan Party
holds, as of the Closing Date, any commercial tort claims, the Dollar Equivalent
amount of which exceeds $1,000,000 in amount, except as set forth on Schedule
4.6(d).

     

    4.7.         Litigation.

     

    (a)           There
are no actions, suits, or proceedings pending or, to the knowledge of Borrower
threatened in writing against a Loan Party or any of its Subsidiaries that
either individually or in the aggregate could reasonably be expected to result
in a Material Adverse Change.

     

    (b)           Schedule 4.7(b) sets
forth a complete and accurate description, with respect to each of the actions,
suits, or proceedings that, as of the Closing Date, is pending or, to the best
knowledge of Borrower threatened in writing against a Loan Party or any of its
Subsidiaries that either individually or in the aggregate could reasonably be
expected to result in liability in an amount to exceed $5,000,000, of
(i) the parties to such actions, suits, or proceedings, (ii) the
nature of the dispute that is the subject of such actions, suits, or
proceedings, (iii) the status, as of the Closing Date, with respect to such
actions, suits, or proceedings, and (iv) whether any liability of the Loan
Parties' and their Subsidiaries in connection with such actions, suits, or
proceedings is covered by insurance.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    4.8.         Compliance
with Laws.

     

    No Loan
Party nor any of its Subsidiaries (a) is in violation of any applicable
laws, rules, regulations, executive orders, or codes (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Change, or (b) is subject to or in default
with respect to any final judgments, writs, injunctions, decrees, rules or
regulations of any court or any federal, state, provincial, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Change.

     

    4.9.         No
Material Adverse Change.

     

    All
historical financial statements relating to the Loan Parties and their
Subsidiaries that have been delivered by a Loan Party to Agent have been
prepared in accordance with GAAP (except, in the case of unaudited financial
statements, for the lack of footnotes and being subject to year-end audit
adjustments) and present fairly in all material respects, the Loan Parties' and
their Subsidiaries' consolidated financial condition as of the date thereof and
results of operations for the period then ended.  Since June 30, 2009,
no event, circumstance, or change has occurred that has or could reasonably be
expected to result in a Material Adverse Change with respect to the Loan Parties
and their Subsidiaries.

     

    4.10.       Fraudulent
Transfer.

     

    (a)           The
Loan Parties, on a consolidated basis, are Solvent.

     

    (b)           No
transfer of property is being made by any Loan Party and no obligation is being
incurred by any Loan Party in connection with the transactions contemplated by
this Agreement or the other Loan Documents with the intent to hinder, delay, or
defraud either present or future creditors of such Loan Party.

     

    4.11.       Employee
Benefits.

     

    (a)           No
Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates
maintains or contributes to any Benefit Plan;

     

    (b)           Except
as set forth in Schedule 4.11,
as of the Closing Date, overtime pay, vacation pay, premiums for unemployment
insurance, health and welfare insurance premiums, accrued wages, salaries and
commissions, severance pay and employee benefit plan payments have been fully
paid by each Canadian Loan Party as they have become due in the normal course
or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay
for Canadian Employees, has been accurately accounted for in the books and
records of each Canadian Loan Party or has been reported pursuant to the
collateral reporting obligation pursuant to Section
5.2;

     

    (c)           No
improvements to any Canadian Pension Plan or Canadian Employee Plan have been
promised, except such improvements as, as of the Closing Date, are disclosed on,
Schedule
4.11;

     

    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    (d)           No
Canadian Loan Party, as of the Closing Date, provides a Canadian Pension Plan to
any Canadian Employees or other retirement plan or other non-pension benefits to
retired Canadian Employees or to beneficiaries or dependents of retired Canadian
Employees, except as disclosed on Schedule
4.11;

     

    (e)           The
Canadian Loan Parties have administered any Canadian Pension Plans and the
Canadian Employee Plans in accordance with their terms and with applicable law,
as of the Closing Date, except where any default could  not reasonably
be expected to result in a Material Adverse Change to a Canadian Loan
Party.

     

    (f)           Except
as disclosed in Schedule 4.11:

     

    (i)           No
Canadian Loan Party is, as of the Closing Date, (i) a party to any collective
bargaining agreement, contract or legally binding commitment to any trade union
or employee organization or group in respect of or affecting Canadian Employees
or (ii) currently the subject of any union reorganization effort or any labor
negotiation; and

     

    (ii)           There
is no complaint, inquiry or other investigation by any regulatory or other
administrative authority or agency with regard to or in relation to any Canadian
Employee or the termination of any Canadian Employee.

     

    (g)           All
contributions, assessments, premiums, fees, taxes, penalties or fines in
relation to the Canadian Employees have, as of the Closing Date, been duly paid
and there is no outstanding liability of any kind in relation to the employment
of the Canadian Employees or the termination of employment of any Canadian
Employee; and

     

    (h)           Each
Canadian Loan Party is, as of the Closing Date, in compliance with all
requirements of Canadian Employee Benefits Legislation and health and safety,
workers compensation, employment standards, labor relations, health insurance,
employment insurance, protection of personal information, human rights laws and
any Canadian federal, provincial or local counterparts or equivalents in each
case, as applicable to the Canadian Employees and as amended from time to
time.

     

    4.12.       Environmental
Condition.

     

    Except as
set forth on Schedule
4.12, (a) to Borrower's knowledge, no Loan Party's nor any of its
Subsidiaries' properties or assets has ever been used by a Loan Party, its
Subsidiaries, or by previous owners or operators in the disposal of, or to
produce, store, handle, treat, release, or transport, any Hazardous Materials,
where such disposal, production, storage, handling, treatment, release or
transport was in violation of any applicable Environmental Law that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Change, (b) to Borrower's knowledge, no Loan Party's nor
any of its Subsidiaries' properties or assets has ever been designated or
identified in any manner pursuant to any environmental protection statute as a
Hazardous Materials disposal site that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Change, (c) no Loan
Party nor any of its Subsidiaries has received notice that a Lien arising under
any Environmental Law has attached to any revenues or to any Real Property owned
or operated by a Loan Party or its Subsidiaries other than Liens to the extent
the liability secured thereby does not exceed $500,000 in the aggregate for all
such Liens, and (d) no Loan Party nor any of its Subsidiaries nor any of
their respective facilities or operations is subject to any outstanding written
order, consent decree, or settlement agreement with any Person relating to any
Environmental Law or Environmental Liability that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Change.


    
      
         


      

      
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    4.13.       Intellectual
Property.

     

    Each Loan
Party and its Subsidiaries own, or hold licenses in, all trademarks, trade
names, copyrights, patents, and licenses that are necessary to the conduct of
its business as currently conducted, and attached hereto as Schedule 4.13 is, as
of the Closing Date, a true, correct, and complete listing of all material
trademarks, trade names, copyrights, patents, licenses, industrial designs and
any other form of intellectual property and registrations or applications
therefore as to which Parent or one of its Subsidiaries is the owner or is an
exclusive licensee.

     

    4.14.       Leases.

     

    Each Loan
Party and its Subsidiaries enjoy peaceful and undisturbed possession under all
leases material to their business and to which they are parties or under which
they are operating, and, subject to Permitted Protests, all of such material
leases are valid and subsisting and no material default by the applicable Loan
Party or its Subsidiaries exists under any of them.

     

    4.15.       Deposit
Accounts and Securities Accounts.

     

    Set forth
on Schedule
4.15 is, as of the Closing Date, a listing of all of the Loan Parties'
and their Subsidiaries' Deposit Accounts and Securities Accounts, including,
with respect to each bank or securities intermediary (a) the name and
address of such Person, and (b) the account numbers of the Deposit Accounts
or Securities Accounts maintained with such Person.

     

    4.16.       Complete
Disclosure.

     

    All
factual information taken as a whole (other than forward-looking information and
projections and information of a general economic nature and general information
about Loan Parties' industry) furnished by or on behalf of a Loan Party or its
Subsidiaries in writing to Agent or any Lender (including all information
contained in the Schedules hereto or in the other Loan Documents) for purposes
of or in connection with this Agreement or the other Loan Documents, and all
other such factual information taken as a whole (other than forward-looking
information and projections and information of a general economic nature and
general information about Loan Parties' industry) hereafter furnished by or on
behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender
will be, true and accurate, in all material respects, on the date as of which
such information is dated or certified and not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which such
information was provided.  The Projections delivered to Agent on
September 22, 2009 represent, and as of the date on which any other Projections
are delivered to Agent, such additional Projections represent, Borrower's good
faith estimate, on the date such Projections are delivered, of the Loan Parties'
and their Subsidiaries' future performance for the periods covered thereby based
upon assumptions believed by Borrower to be reasonable at the time of the
delivery thereof to Agent (it being understood that such Projections are subject
to uncertainties and contingencies, many of which are beyond the control of the
Loan Parties and their Subsidiaries, that no assurances can be given that such
Projections will be realized, and that actual results may differ in a material
manner from such Projections).


    
      
         


      

      
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    4.17.       Material
Contracts.

     

    Set forth
on Schedule
4.17 is, as of the Closing Date, a reasonably detailed description of the
Material Contracts of each Loan Party.  Except for matters which,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change, each Material Contract (other than those
that have expired at the end of their normal terms) (a) is in full force
and effect and is binding upon and enforceable against the applicable Loan Party
and, to Borrower's knowledge, each other Person that is a party thereto in
accordance with its terms, (b) has not been otherwise amended or modified
(other than amendments or modifications permitted by Section 6.7(b)), and
(c) is not in default due to the action or inaction of the applicable Loan
Party.

     

    4.18.       Patriot
Act.

     

    To the
extent applicable, each Loan Party is in compliance, in all material respects,
with the (a) Trading with the Enemy Act, as amended, and each of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto, and (b) Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
Patriot Act of 2001) (the "Patriot
Act").  No part of the proceeds of the loans made hereunder
will be used by any Loan Party or any of their Affiliates, directly or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.

     

    4.19.       Indebtedness.

     

    Set forth
on Schedule
4.19 is a true and complete list of all Indebtedness of each Loan Party
and each of its Subsidiaries outstanding immediately prior to the Closing Date
that is to remain outstanding immediately after giving effect to the closing
hereunder on the Closing Date and such Schedule accurately sets forth the
aggregate principal amount of such Indebtedness as of the Closing
Date.

     

    4.20.       Payment
of Taxes.

     

    Except as
otherwise permitted under Section 5.5, all
federal and state income tax returns and reports, and all other tax returns and
reports in excess of $500,000, of each Loan Party and its Subsidiaries required
to be filed by any of them have been timely filed, and all such taxes due and
payable, whether shown on such tax returns or not, and all assessments, fees and
other governmental charges upon a Loan Party and its Subsidiaries and upon their
respective assets, income, businesses and franchises that are due and payable
have been paid when due and payable.  Each Loan Party and each of its
Subsidiaries have made adequate provision in accordance with GAAP for all taxes
not yet due and payable.  Borrower knows of no proposed tax assessment
against a Loan Party or any of its Subsidiaries that is not being actively
contested by such Loan Party or such Subsidiary diligently, in good faith, and
by appropriate proceedings; provided such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.


    
      
         


      

      
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    4.21.       Margin
Stock.

     

    No Loan
Party is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any
Margin Stock.  No part of the proceeds of the Advances made to
Borrower will be used to purchase or carry any such Margin Stock or to extend
credit to others for the purpose of purchasing or carrying any such Margin
Stock.

     

    4.22.       Governmental
Regulation.

     

    No Loan
Party is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation
which may limit its ability to incur Indebtedness or which may otherwise render
all or any portion of the Obligations unenforceable.  No Loan Party is
a "registered investment company" or a company "controlled" by a "registered
investment company" or a "principal underwriter" of a "registered investment
company" as such terms are defined in the Investment Company Act of
1940.

     

    4.23.       OFAC.

     

    To
Borrower's knowledge, no Loan Party nor any of its Subsidiaries is in violation
of any of the country or list based economic and trade sanctions administered
and enforced by OFAC.  To Borrower's knowledge, no Loan Party nor any
of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity,
(b) has of its assets located in Sanctioned Entities, or (c) derives
its revenues from investments in, or transactions with Sanctioned Persons or
Sanctioned Entities.  To Borrower's knowledge, the proceeds of any
Advance will not be used to fund any operations in, finance any investments or
activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Entity.

     

    4.24.       Employee
and Labor Matters.

     

    Except as
could not reasonably be expected to result in a Material Adverse Change, there
is (i) no unfair labor practice complaint pending or, to the knowledge of
Borrower, threatened against Parent or its Subsidiaries before any Governmental
Authority and no grievance or arbitration proceeding pending or threatened
against Parent or its Subsidiaries which arises out of or under any collective
bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or
similar action or grievance pending or threatened in writing against Parent or
its Subsidiaries, or (iii) to the knowledge of Borrower, no union
representation question existing with respect to the employees of Parent or its
Subsidiaries and no union organizing activity taking place with respect to any
of the employees of Parent or its Subsidiaries.  Except as could not
reasonably be expected to result in a Material Adverse Change, none of Parent or
its Subsidiaries has incurred any liability or obligation under the Worker
Adjustment and Retraining Notification Act or similar state law, which remains
unpaid or unsatisfied.  The hours worked and payments made to
employees of Parent or its Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable legal requirements, except to the
extent such violations could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Change.  All material
payments due from Parent or 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 Parent, except where the failure to do so could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Change.


    
      
         


      

      
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    4.25.       Parent as
a Holding Company.

     

    Parent is
a holding company and does not have any material liabilities (other than
liabilities arising under the Loan Documents), own any material assets (other
than the Stock of its Subsidiaries) or engage in any operations or business
(other than the ownership of its Subsidiaries and business or operations
incidental thereto).

     

    4.26.       Senior
Unsecured Debt Documents.

     

    Borrower
has delivered to Agent a complete and correct copy of the Senior Unsecured Debt
Documents, including all schedules and exhibits thereto.  The
execution, delivery and performance of each of the Senior Unsecured Debt
Documents has been duly authorized by all necessary action on the part of each
Loan Party a party thereto.  Each Senior Unsecured Debt Document is
the legal, valid and binding obligation of each Loan Party a party thereto,
enforceable against such Loan Party in accordance with its terms, in each case,
except (i) as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
generally the enforcement of creditors' rights and (ii) the availability of the
remedy of specific performance or injunctive or other equitable relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.  Loan Parties are not in default in the performance or
compliance with any provisions thereof.  All representations and
warranties made by Loan Parties in the Senior Unsecured Debt Documents and in
the certificates delivered in connection therewith are true and correct in all
material respects.

     

    4.27.       Convertible
Subordinated Debt Documents.

     

    Borrower
has delivered to Agent a complete and correct copy of the Convertible
Subordinated Debt Documents, including all schedules and exhibits
thereto.  The subordination provisions with respect to the Convertible
Subordinated Debt contained in Convertible Subordinated Debt Documents are
legal, valid and binding obligations of each Person a party thereto, and
enforceable against such Person in accordance with their terms.  Loan
Parties are not in default in the performance or compliance with any provisions
thereof.  As of the Closing Date, the outstanding principal amount
owing under the Convertible Subordinated Debt Documents is
Cdn$45,000,000.  The Obligations constitute "Senior Indebtedness"
under the Convertible Subordinated Debt Documents.


    
      
         


      

      
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    4.28.       Location.

     

    The
tangible assets of the Loan Parties are not stored with a bailee, warehouseman,
or similar party and, as of the Closing Date, are located only at, or in-transit
between or to, the locations identified on Schedule
4.28.

     

    4.29.       Existing
Obligations Pertaining to Acquisitions.

     

    Set forth
on Schedule
4.29 is a true and complete list of all Earn-outs, holdbacks and
principal payments in respect of Indebtedness, owing by any Loan Party pursuant
to any Acquisition consummated prior to the Closing Date, and such Schedule
accurately sets forth the estimated aggregate amount of such Earn-outs,
holdbacks and principal payments owing as of the Closing Date.

     

    4.30.       Withholding
and Remittances.

     

    Each Loan
Party has withheld and remitted all required amounts within the prescribed
periods to the appropriate Governmental Authorities and in particular has
deducted, remitted and paid all Canada Pension Plan contributions, provincial
pension plan contributions, workers’ compensation assessments, employment
insurance premiums, employer health taxes, municipal real estate taxes, excise
taxes and has charged and remitted all sales, use, goods and services,
harmonized sales or similar taxes and other taxes payable under applicable law
by them, and, furthermore, have withheld from each payment made to any of its
present or former employees, officers and directors, and to all persons who are
non-residents of Canada for the purposes of the Income Tax Act (Canada) all
amounts required by law to be withheld, including without limitation all payroll
deductions required to be withheld and has remitted such amounts to the proper
Governmental Authority within the time required under applicable
law.

     

    
      	
              5.

            	
              AFFIRMATIVE
      COVENANTS.

            


    

     

    Each Loan
Party covenants and agrees that, until termination of all of the Revolver
Commitments and payment in full of the Obligations, the Loan Parties shall and
shall cause each of their Subsidiaries to comply with each of the
following:

     

    5.1.         Financial
Statements, Reports, Certificates.

     

    Deliver
to Agent each of the financial statements, reports, and other items set forth on
Schedule 5.1 no
later than the times specified therein.  In addition, each Loan Party
agrees that neither it nor any Subsidiary will have a fiscal year different from
that of Parent.  In addition, Parent agrees to maintain a system of
accounting that enables Parent to produce financial statements in accordance
with GAAP.  Each Loan Party shall also (a) keep a reporting
system that shows all additions, sales, claims, returns, and allowances with
respect to its and its Subsidiaries' sales, and (b) maintain its billing
systems/practices as approved by Agent prior to the Closing Date and shall only
make material modifications thereto with notice to, and with the consent of,
Agent.


    
      
         


      

      
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    5.2.         Collateral
Reporting.

     

    Provide
Agent with each of the reports set forth on Schedule 5.2 at the
times specified therein.  In addition, at any time on or after the
Borrowing Base Trigger Date, Borrower agrees to use commercially reasonable
efforts in cooperation with Agent to facilitate and implement a system of
electronic collateral reporting in order to provide electronic reporting of each
of the items set forth on such Schedule.

     

    5.3.         Existence.

     

    Except as
otherwise permitted under Section 6.3 or Section 6.4, at all
times maintain and preserve in full force and effect its existence (including
being in good standing in its jurisdiction of organization) and all rights and
franchises, licenses and permits material to its business; provided, however, that no Loan
Party or any of its Subsidiaries shall be required to preserve any such right or
franchise, licenses or permits if such Person's board of directors (or similar
governing body) shall determine that the preservation thereof is no longer
desirable in the conduct of the business of such Person, and that the loss
thereof is not disadvantageous in any material respect to such Person or to the
Lenders.

     

    5.4.         Maintenance
of Properties.

     

    Except as
could not reasonably be expected to result in a Material Adverse Change,
maintain and preserve all of its assets that are necessary or useful in the
proper conduct of its business in good working order and condition, ordinary
wear, tear, and casualty excepted and Permitted Dispositions excepted, and
comply with the provisions of all leases to which it is a party as lessee, so as
to prevent the loss or forfeiture thereof, unless such provisions are the
subject of a Permitted Protest.

     

    5.5.         Taxes.

     

    Cause all
federal, province and state taxes, and all other assessments and taxes in excess
of $500,000, imposed, levied, or assessed against any Loan Party or its
Subsidiaries, or any of their respective assets or in respect of any of its
income, businesses, or franchises to be paid in full, before delinquency or
before the expiration of any extension period, except to the extent that the
validity of such assessment or tax shall be the subject of a Permitted Protest
and so long as, in the case of an assessment or tax that has or may become a
Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such
assessment or tax.  Each Loan Party will and will cause each of its
Subsidiaries to make timely payment, remittance or deposit of all federal and
state tax payments, and all other tax payments in excess of $500,000, and all
withholding taxes and other withholdings required of it and them by applicable
laws, including those laws concerning F.I.C.A., F.U.T.A., state disability,
Canada Pension Plan, provincial pension plans, employer health tax, Canadian
employment insurance, and local, state, provincial and federal income taxes and
excise taxes, and will, upon request, furnish Agent with proof reasonably
satisfactory to Agent indicating that each Loan Party and its Subsidiaries have
made such payments or deposits.


    
      
         


      

      
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    5.6.         Insurance.

     

    At
Borrower's expense, each Loan Party shall maintain and shall cause each of its
Subsidiaries to maintain insurance respecting such Loan Parties' and its
Subsidiaries' assets wherever located, covering loss or damage by fire, theft,
explosion, and all other hazards and risks as ordinarily are insured against by
other Persons engaged in the same or similar businesses.  Each Loan
Party also shall maintain (and cause each of its Subsidiaries to maintain)
business interruption, general liability, product liability insurance,
director's and officer's liability insurance, fiduciary liability insurance, and
employment practices liability insurance, as well as insurance against larceny,
embezzlement, and criminal misappropriation.  All such policies of
insurance shall be with responsible and reputable insurance companies acceptable
to Agent and in such amounts as is carried generally in accordance with sound
business practice by companies in similar businesses similarly situated and
located and in any event in amount, adequacy and scope reasonably satisfactory
to Agent.  All property insurance policies covering the Collateral are
to be made payable to Agent for the benefit of Agent and the Lenders, as their
interests may appear, in case of loss, pursuant to a standard loss payable
endorsement with a standard non contributory "lender" or "secured party" clause
and are to contain such other provisions as Agent may reasonably require to
fully protect the Lenders' interest in the Collateral and to any payments to be
made under such policies.  All proceeds of insurance shall be paid to
Agent and applied to the Obligations as provided in Section 2.4(b); provided that, so
long as (A) no Default or Event of Default shall have occurred and is
continuing or would result therefrom, (B) Borrower shall have given Agent
prior written notice of Borrower's intention to apply such monies to the costs
of replacement of the properties or assets that are the subject of the casualty
giving rise to such proceeds, (C) the monies are held in a Deposit Account
in which Agent has a perfected first-priority security interest, and
(D) Parent or its Subsidiaries, as applicable, complete such replacement,
purchase, or construction within 270 days after the initial receipt of such
monies, then the Loan Party whose assets were the subject of such casualty shall
have the option to apply such monies to the costs of replacement of the assets
that are the subject of such casualty unless and to the extent that such
applicable period shall have expired without such replacement being completed,
in which case, any amounts remaining in the cash collateral account shall be
paid to Agent and applied in accordance with Section
2.4(b).  All certificates of property and general liability
insurance are to be delivered to Agent, with the loss payable (but only in
respect of Collateral) and additional insured endorsements in favor of Agent and
shall provide for not less than 30 days prior written notice to Agent of the
exercise of any right of cancellation.  If any Loan Party or any of
its  Subsidiaries fails to maintain such insurance, Agent may arrange
for such insurance, but at Borrower's expense and without any responsibility on
Agent's part for obtaining the insurance, the solvency of the insurance
companies, the adequacy of the coverage, or the collection of
claims.  Borrower shall give Agent prompt notice of any loss the
Dollar Equivalent amount of which exceeds $1,000,000 covered by its casualty or
business interruption insurance.  Upon the occurrence and during the
continuance of an Event of Default, Agent shall have the sole right to file
claims under any property and general liability insurance policies in respect of
the Collateral, to receive, receipt and give acquittance for any payments that
may be payable thereunder, and to execute any and all endorsements, receipts,
releases, assignments, reassignments or other documents that may be necessary to
effect the collection, compromise or settlement of any claims under any such
insurance policies.


    
      
         


      

      
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    5.7.         Inspection.

     

    Permit
Agent and each of its duly authorized representatives or agents to visit any of
its properties and inspect any of its assets or books and records, to conduct
appraisals and valuations, to examine and make copies of its books and records,
and to discuss its affairs, finances, and accounts with, and to be advised as to
the same by, its officers and employees at such reasonable times and intervals
as Agent may designate and, so long as no Default or Event of Default exists,
with reasonable prior notice to Borrower.

     

    5.8.         Compliance
with Laws.

     

    Comply
with the requirements of all applicable laws, rules, regulations, and orders of
any Governmental Authority, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Change.

     

    5.9.         Environmental.

     

    Except as
would not reasonably be expected to result, individually or in the aggregate, in
a Material Adverse Change:

     

    (a)           keep
any property either owned or operated by Parent or its Subsidiaries free of any
Environmental Liens or post bonds or other financial assurances sufficient to
satisfy the obligations or liability evidenced by such Environmental
Liens,

     

    (b)           comply
with Environmental Laws and provide to Agent documentation of such compliance
which Agent reasonably requests,

     

    (c)           promptly
notify Agent of any release of which Borrower has knowledge of a Hazardous
Material in any reportable quantity from or onto property owned or operated by
Parent or its Subsidiaries and take any Remedial Actions required to abate said
release or otherwise to come into compliance, in all material respects, with
applicable Environmental Law, and

     

    (d)           promptly,
but in any event within 10 Business Days of its receipt thereof, provide Agent
with written notice of any of the following:  (i) notice that an
Environmental Lien has been filed against any of the real or personal property
of Parent or its Subsidiaries, (ii) commencement of any Environmental
Action or written notice that an Environmental Action will be filed against
Parent or its Subsidiaries, and (iii) written notice of an environmental
violation, citation, or other environmental administrative order from a
Governmental Authority.

     

    5.10.       Disclosure
Updates.

     

    Promptly
and in no event later than 15 days after obtaining knowledge thereof, notify
Agent if any written information, exhibit, or report furnished to the Lender
Group contained, at the time it was furnished, any untrue statement of a
material fact or omitted to state any material fact necessary to make the
statements contained therein not misleading in light of the circumstances in
which made.  The foregoing to the contrary notwithstanding, any
notification pursuant to the foregoing provision will not cure or remedy the
effect of the prior untrue statement of a material fact or omission of any
material fact nor shall any such notification have the effect of amending or
modifying this Agreement or any of the Schedules hereto.


    
      
         


      

      
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    5.11.       Formation
of Subsidiaries.

     

    At the
time that any Loan Party forms any direct or indirect Subsidiary or acquires any
direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a
Permitted Acquisition) after the Closing Date, such Loan Party shall
(a) within 20 days of such formation or acquisition (or such later date as
permitted by Agent in its sole discretion) cause any such new Subsidiary (other
than any Immaterial Subsidiary until such time as such Subsidiary is no longer
an Immaterial Subsidiary and Agent has provided Borrower with notice thereof)
(or such new Minority-Owned Entity in connection with a Permitted Acquisition)
to provide to Agent a guaranty of the Obligations, together with such other
security documents (including mortgages with respect to any Real Property owned
in fee of such new Subsidiary (or such new Minority-Owned Entity in connection
with a Permitted Acquisition) with an appraisal or Loan Party’s good-faith
estimate of the current value of such real property in excess of $500,000), as
well as appropriate financing statements (and with respect to all property
subject to a mortgage, fixture filings), all in form and substance reasonably
satisfactory to Agent (including being sufficient to grant Agent a first
priority Lien (subject to Permitted Liens) in and to the assets of such newly
formed or acquired Subsidiary (or Minority-Owned Entity in connection with a
Permitted Acquisition) to secure the guaranty of the Obligations); provided that such
guaranty and such security documents shall not be required to be provided to
Agent with respect to any Subsidiary of Parent (or any Minority-Owned Entity)
that is a CFC if providing such documents would result in adverse tax
consequences or the costs to the Loan Parties of providing such guaranty,
executing any security documents or perfecting the security interests created
thereby are unreasonably excessive (as determined by Agent in consultation with
Borrower) in relation to the benefits of Agent and the Lenders of the security
or guarantee afforded thereby, (b) within 20 days of such formation or
acquisition (or such later date as permitted by Agent in its sole discretion)
provide to Agent a pledge agreement and appropriate certificates and powers or
financing statements, pledging all of the direct or beneficial ownership
interest in such new Subsidiary (or such new Minority-Owned Entity in connection
with a Permitted Acquisition) reasonably satisfactory to Agent to secure the
Obligations; provided that only
65% of the total outstanding voting Stock of any first tier Subsidiary of Parent
(or Minority-Owned Entity in connection with a Permitted Acquisition) that is a
CFC (and none of the Stock of any Subsidiary of such CFC) shall be required to
be pledged if pledging a greater amount would result in adverse tax consequences
or the costs to the Loan Parties of providing such pledge or perfecting the
security interests created thereby are unreasonably excessive (as determined by
Agent in consultation with Borrower) in relation to the benefits of Agent and
the Lenders of the security or guarantee afforded thereby (which pledge, if
reasonably requested by Agent, shall be governed by the laws of the jurisdiction
of such Subsidiary (or such Minority-Owned Entity)), and (c) within 20 days
of such formation or acquisition (or such later date as permitted by Agent in
its sole discretion) provide to Agent all other documentation, including, unless
waived by Agent, one or more opinions of counsel reasonably satisfactory to
Agent, which in its opinion is appropriate with respect to the execution and
delivery of the applicable documentation referred to above (including policies
of title insurance or other documentation with respect to all Real Property
owned in fee and subject to a requirement to provide a mortgage in accordance
with the terms of this Section
5.11).  Any document, agreement, or instrument executed or
issued pursuant to this Section 5.11 shall be
a Loan Document.


    
      
         


      

      
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    5.12.       Further
Assurances.

     

    At any
time upon the reasonable request of Agent, execute or deliver to Agent any and
all financing statements, fixture filings, Security Agreements, pledges,
assignments, endorsements of certificates of title, mortgages, deeds of trust,
opinions of counsel, and all other documents (collectively, the "Additional
Documents") that Agent may reasonably request in form and substance
reasonably satisfactory to Agent, to (x) create, perfect, and continue perfected
or to better perfect Agent's Liens under the Loan Documents (whether now owned
or hereafter arising or acquired, tangible or intangible, real or personal), (y)
subject to the terms of the Loan Documents, to create and perfect Liens in favor
of Agent in any Real Property acquired by Parent or its Subsidiaries after the
Closing Date, and in order to fully consummate all of the transactions
contemplated hereby and under the other Loan Documents; provided that the
foregoing shall not apply to any Subsidiary of Parent that is a CFC if providing
such documents would result in adverse tax consequences or the costs to the Loan
Parties of providing such documents are unreasonably excessive (as determined by
Agent in consultation with Borrower) in relation to the benefits of Agent and
the Lenders of the benefits afforded thereby.  To the maximum extent
permitted by applicable law, each of Parent and Borrower authorizes Agent to
execute any such Additional Documents in the applicable Loan Party's or its
Subsidiary's name, as applicable, and authorizes Agent to file such executed
Additional Documents in any appropriate filing office.  In furtherance
and not in limitation of the foregoing, each Loan Party shall take such actions
as Agent may reasonably request from time to time to ensure that the Obligations
are guarantied by the Guarantors and are secured by substantially all of the
assets of Parent and its Subsidiaries and all of the outstanding capital Stock
of Parent's Subsidiaries (subject to exceptions and limitations contained in the
Loan Documents with respect to CFCs).

     

    5.13.       Lender
Meetings.

     

    Within 90
days after the close of each fiscal year of Parent, at the request of Agent or
of the Required Lenders and upon reasonable prior notice, hold a meeting (at a
mutually agreeable location and time or, at the option of Agent, by conference
call) with all Lenders who choose to attend such meeting at which meeting shall
be reviewed the financial results of the previous fiscal year and the financial
condition of Parent and its Subsidiaries and the projections presented for the
current fiscal year of Parent.

     

    5.14.       Locations.

     

    Keep each
Loan Parties' tangible assets only at the locations identified on Schedule 4.28 and
their chief executive offices only at the locations identified on Schedule 4.6(b);
provided, however, that Loan
Parties may move any tangible assets to other locations so long as (a) Borrower
provides written notice to Agent not less than 10 days prior to the date on
which such tangible assets are moved to such new location or such chief
executive office is relocated, (b) such new location is within the country of
its previous location, and (c) in the case of a change of chief executive
office, at the time of such written notification, Borrower uses reasonable
efforts to provide Agent a Collateral Access Agreement with respect
thereto.


    
      
         


      

      
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    5.15.      Canadian
Pension and Benefit Plans.

     

    (a)           The
Canadian Loan Parties will cause to be delivered to Agent, promptly upon Agent's
written request, acting reasonably, a copy of each Canadian Employee Plan and of
any Canadian Pension Plan, and, if applicable, related trust agreements or other
funding instruments and all amendments thereto.

     

    (b)           The
Canadian Loan  Parties shall administer the Canadian Employee Plans
and any Canadian Pension Plan in accordance with their terms and with applicable
law, including Canadian Employee Benefits Legislation, provided that any
Canadian Loan Party may amend a Canadian Employee Plan or any Canadian Pension
Plan as permitted under the terms of such plan and applicable law, provided that
such amendment does not constitute a Material Adverse Change with respect to
such Canadian Loan Party.

     

    (c)           The
Canadian Loan Parties will cause all reports and disclosures required by any
Canadian Pension Plan or the applicable Canadian Employee Benefits Legislation
to be filed and distributed as required.

     

    (d)           Each
applicable Canadian Loan Party shall perform in all material respects all
obligations (including (if applicable), funding, investment and administration
obligations) required to be performed by such Canadian Loan Party in connection
with any applicable Canadian Pension Plan and Canadian Employee Plan and the
funding therefor; make and pay all current service and, as applicable, special
payments relating to solvency deficiencies under any applicable Canadian Pension
Plan and pay all premiums required to be made or paid by it in accordance with
the terms of each applicable Canadian Employee Plan and the Canadian Employee
Benefits Legislation and withhold by way of authorized payroll deductions or
otherwise collect and pay into the applicable Canadian Pension Plan all employee
contributions required to be withheld or collected by it in accordance with the
terms of any applicable Canadian Pension Plan or Canadian Employee Plan and the
Canadian Employee Benefits Legislation; and ensure that, to the extent that such
Canadian Loan Party has any Canadian Pension Plan which is a defined benefit
pension plan, that such plan is fully funded, both on an ongoing basis and on a
solvency basis (using actuarial methods and assumptions which are consistent
with the actuarial valuations last filed with the applicable Governmental
Authorities and which are consistent with GAAP).

     

    5.16.      Convertible
Subordinated Debt.

     

    Within 60
days of the Closing Date, Agent shall have received evidence, in form and
substance reasonably satisfactory to Agent, that the Convertible Subordinated
Debt has been paid in full and all obligations thereunder have been
terminated.

     

    5.17.      Certain
Notices.

     

    Delivery
of the following notices to Agent:

     

    (a)           In
the event at any time after the Closing Date Schedule 4.1(b) does
not accurately reflect a complete and accurate description of the authorized
capital Stock of Parent, by class, and a description of the number of shares of
each such class that are issued and outstanding, Borrower shall, at the time
Borrower provides to Agent its monthly reports as required under Schedule 5.1, deliver
an updated Schedule
4.1(b) to Agent containing such information as is necessary to make such
schedule accurate as of the last day of the most recently ended
month;


    
      
         


      

      
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    (b)           In
the event at any time after the Closing Date Schedule 4.1(c) does
not accurately reflect a complete and accurate list of the Parent’s direct and
indirect Subsidiaries, showing:  (i) the percentage ownership by
Parent of the outstanding shares of each class of common and preferred Stock of
each of Parent’s direct Subsidiaries, and (ii) the percentage ownership by
each of Parent’s direct and indirect Subsidiaries that are Loan Parties of the
outstanding shares of each class of common and preferred Stock of such
Subsidiary’s direct Subsidiaries, Borrower shall, at the time Borrower provides
to Agent its monthly reports as required under Schedule 5.1, deliver
an updated Schedule
4.1(c) to Agent containing such information as is necessary to make such
schedule accurate as of the last day of the most recently ended
month;

     

    (c)           In
the event at any time after the Closing Date Schedule 4.6(a) does
not accurately reflect the full legal name (within the meaning of Section 9-503
of the Code) of (and including any French or combined form of name) and
jurisdiction of organization of each Loan Party and each of its Subsidiaries,
Borrower shall, within 20 days of the date such schedule becomes inaccurate,
deliver an updated Schedule 4.6(a) to
Agent containing such information as is necessary to make such schedule accurate
as of the date such schedule is delivered;

     

    (d)           In
the event at any time after the Closing Date Schedule 4.6(b) does
not accurately reflect the chief executive office of each Loan Party, Borrower
shall, within 20 days of the date such schedule becomes inaccurate, deliver an
updated Schedule
4.6(b) to Agent containing such information as is necessary to make such
schedule accurate as of the date such schedule is delivered;

     

    (e)           In
the event at any time after the Closing Date Schedule 4.6(c) does
not accurately reflect each Loan Party's tax identification numbers and
organizational identification numbers, Borrower shall, within 20 days of the
date such schedule becomes inaccurate, deliver an updated Schedule 4.6(c) to
Agent containing such information as is necessary to make such schedule accurate
as of the date such schedule is delivered;

     

    (f)           In
the event at any time after the Closing Date Schedule 4.7(b) does
not accurately set forth a complete and accurate description, with respect to
each of the actions, suits, or proceedings that is pending or, to the best
knowledge of Borrower threatened in writing against a Loan Party or any of its
Subsidiaries that either individually or in the aggregate could reasonably be
expected to result in liability of an amount to exceed $5,000,000, Borrower
shall, at the time Borrower provides to Agent its monthly reports as required
under Schedule
5.1, deliver an updated Schedule 4.7(b) to
Agent containing such information as is necessary to make such schedule accurate
as of the last day of the most recently ended month;

     

    (g)           In
the event at any time after the Closing Date the disclosures set forth on Schedule 4.11 are not
true and accurate, in all material respects, and are incomplete by omitting to
state any fact necessary to make such information not misleading, Borrower
shall, at the time Borrower provides to Agent its quarterly financial statements
as required under Schedule 5.1, deliver
an updated Schedule
4.11 to Agent containing such information as is necessary to make such
schedule accurate as of the last day of the most recently ended fiscal
quarter;


    
      
         


      

      
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    (h)           In
the event at any time after the Closing Date, Schedule 4.17 does
not accurately reflect a reasonably detailed description of the Material
Contracts of each Loan Party and its Subsidiaries, Borrower shall, at the time
Borrower provides to Agent its quarterly financial statements as required under
Schedule 5.1,
deliver an updated Schedule 4.17 to
Agent containing such information as is necessary to make such schedule accurate
as of the last day of the most recently ended fiscal quarter;

     

    (i)      
     In the event at any time after the Closing Date,
Schedule 4.28
does not accurately reflect the locations of all tangible assets of the Loan
Parties and their Subsidiaries, Borrower shall, within 20 days of the date such
schedule becomes inaccurate, deliver an updated Schedule 4.28 to
Agent containing such information as is necessary to make such schedule accurate
as of the date such schedule is delivered;

     

    (j)       
    In the event any Subsidiary of Parent desires to make
any Restricted Junior Payment, or series of Restricted Junior Payments in a
fiscal quarter, to its shareholders and employees and management personnel of
its shareholders pursuant to the terms of the shareholder agreements or similar
agreements between such Subsidiary and such shareholders (including without
limitation any payment or series of payments in respect of and pursuant to the
Put Obligations) that exceeds $5,000,000, Borrower shall provide at least 15
days prior written notice thereof to Agent; and

     

    (k)           In
the event any Loan Party desires to make any payment, or series of payments in a
fiscal quarter, in respect of Earn-outs made pursuant to the terms of the
definitive documentation for any Permitted Acquisition that exceeds $5,000,000,
Borrower shall provide at least 15 days prior written notice thereof to
Agent.

     

    
      	
              6.

            	
              NEGATIVE
      COVENANTS.

            


    

     

    Each Loan
Party covenants and agrees that, until termination of all of the Revolver
Commitments and payment in full of the Obligations, the Loan Parties will not
and will not permit any of their Subsidiaries to do any of the
following:

     

    6.1.         Indebtedness.

     

    Create,
incur, assume, suffer to exist, guarantee, or otherwise become or remain,
directly or indirectly, liable with respect to any Indebtedness, except for
Permitted Indebtedness.

     

    6.2.         Liens.

     

    Create,
incur, assume, or suffer to exist, directly or indirectly, any Lien on or with
respect to any of its assets, of any kind, whether now owned or hereafter
acquired, or any income or profits therefrom, except for Permitted
Liens.


    
      
         


      

      
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    6.3.         Restrictions
on Fundamental Changes.

     

    (a)           Other
than in order to consummate a Permitted Acquisition or in connection with clause
(s) of the definition of Permitted Investment, enter into any merger,
consolidation, reorganization, amalgamation or recapitalization, or reclassify
its Stock, except for (i) any merger or amalgamation between Loan Parties,
provided that
Borrower must be the surviving entity of any such merger to which it is a party
and no merger or amalgamation may occur between Parent and Borrower,
(ii) any merger between Loan Parties and Subsidiaries of Parent that are
not Loan Parties so long as such Loan Party is the surviving entity of any such
merger, and (iii) any merger between Subsidiaries of Parent that are not
Loan Parties,

     

    (b)           Liquidate,
wind up, or dissolve itself (or suffer any liquidation or dissolution), except
for (i) the liquidation or dissolution of non-operating Subsidiaries of
Parent with nominal assets and nominal liabilities, (ii) the liquidation or
dissolution of a Loan Party (other than Parent) or any of its wholly-owned
Subsidiaries so long as all of the assets (including any interest in any Stock)
of such liquidating or dissolving Loan Party or Subsidiary are transferred to a
Loan Party that is not liquidating or dissolving, or (iii) the liquidation
or dissolution of a Subsidiary of Parent that is not a Loan Party (other than
any such Subsidiary the Stock of which (or any portion thereof) is subject to a
Lien in favor of Agent) so long as all of the assets of such liquidating or
dissolving Subsidiary are transferred to a Subsidiary of Parent that is not
liquidating or dissolving, or

     

    (c)           Suspend
or go out of a substantial portion of its or their business, except with respect
to an Immaterial Subsidiary or as permitted pursuant to clauses (a) or (b) above
or in connection with the transactions permitted pursuant to Section 6.4.

     

    6.4.         Disposal
of Assets.

     

    Other
than Permitted Dispositions, Permitted Investments, or transactions expressly
permitted by Sections
6.3 and 6.11, convey, sell,
lease, license, assign, transfer, or otherwise dispose of any of Parent's or its
Subsidiaries assets.

     

    6.5.         Change
Name.

     

    Except as
permitted under Section 6.3, change
Parent's or any of its Subsidiaries' name, organizational identification number,
jurisdiction of organization or organizational identity; provided, however, that Parent
or any of its Subsidiaries may change their names upon at least 10 days prior
written notice to Agent of such change.

     

    6.6.         Nature of
Business.

     

    Make any
change in the nature of its or their business as described in Schedule 6.6 or
acquire any properties or assets that are not reasonably related to the conduct
of such business activities; provided, however, that the
foregoing shall not prevent Parent and its Subsidiaries from engaging in any
business that is reasonably related or ancillary to its or their
business.


    
      
         


      

      
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    6.7.         Prepayments
and Amendments.

     

    (a)           Except
in connection with Earn-outs and Refinancing Indebtedness permitted by Section
6.1,

     

    (i)           optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of
Parent or its Subsidiaries, other than (A) the Obligations in accordance
with this Agreement, (B) Permitted Intercompany Advances, and (C) the
Convertible Subordinated Debt to the extent necessary to comply with Section 5.16,
or

     

    (ii)           make
any payment on account of Indebtedness that has been contractually subordinated
in right of payment if such payment is not permitted at such time under the
subordination terms and conditions.

     

    (b)           Except
with respect to Earn-outs and the Obligations, directly or indirectly, amend,
modify, or change any of the terms or provisions of any agreement, instrument,
document, indenture, or other writing evidencing or concerning Permitted
Indebtedness (other than (x)  Permitted Intercompany Advances and
(y) Indebtedness permitted under clauses (c), (e), (f), (h), (i), (j), (k), (l), (m), (r) and (s) of the definition
of Permitted Indebtedness) if (1) such amendment, modification or change would
shorten the final maturity or average life to maturity of, or require any
payment to be made earlier than the date originally scheduled on, such Permitted
Indebtedness, (2) would increase the interest rate applicable to such Permitted
Indebtedness, (3) would change the subordination provision, if any, of such
Permitted Indebtedness, or (4) would otherwise be adverse to the Lenders or the
issuer of such Permitted Indebtedness in any material respect; provided that,
notwithstanding the foregoing, (A) the Senior Unsecured Debt Documents shall not
amended, modified or supplemented to (1) increase the maximum principal
amount of the Senior Unsecured Debt; provided that, the
maximum principal amount of the Senior Unsecured Debt may be increased so long
as (x) after giving effect to such increase the aggregate principal amount
of the Senior Unsecured Debt outstanding does not exceed $425,000,000 at
any time and (y) TTM EBITDA for the most recently ended fiscal month
for which Agent has received a monthly report pursuant to Schedule 5.1 
prior to such increase is equal to or greater than $75,000,000, (2) increase the
rate of interest on any of the Senior Unsecured Debt, (3) change the dates
upon which payments of principal or interest on the Senior Unsecured Debt are
due, (4) change or add any event of default or any covenant with respect to
the Senior Unsecured Debt, (5) change any redemption or prepayment
provisions of the Senior Unsecured Debt, (6) alter the subordination
provisions with respect to the Senior Unsecured Debt, including, without
limitation, subordinating the Senior Unsecured Debt to any other indebtedness,
(7) take any liens or security interests in any assets of any Loan Party,
or (8) change or amend any other term of the Senior Unsecured Debt
Documents if such change or amendment would result in an Event of Default,
increase the obligations of any Loan Party or confer additional material rights
on any holder of the Senior Unsecured Debt in a manner adverse to any Loan
Party, Agent or any Lenders and (B) the Convertible Subordinated Debt Documents
shall not be amended, modified or changed in any manner.


    
      
         


      

      
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    (c)           Directly
or indirectly, amend, modify, or change any of the terms or provisions
of

     

    (i)           any
Material Contract except to the extent that the effect thereof, either
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change, or

     

    (ii)           the
Governing Documents of any Loan Party or any of its Subsidiaries if the effect
thereof, either individually or in the aggregate, could reasonably be expected
to be materially adverse to the interests of the Lenders.

     

    6.8.         Change of
Control.

     

    Cause,
permit, or suffer, directly or indirectly, any Change of Control.

     

    6.9.         Restricted
Junior Payments.

     

    Make any
Restricted Junior Payment; provided, that (a)
any Subsidiary of Parent may declare and pay dividends to a Loan Party (other
than Parent), (b) any Subsidiary of Parent may pay dividends to Parent (i) in
amounts necessary to pay customary expenses of the Parent in the ordinary course
of its business as a public holding company (including salaries and related
reasonable and customary expenses incurred by employees of the Parent) and (ii)
in amounts necessary to pay taxes when due and owing by Parent, (c) any
Subsidiary of Parent may make Restricted Junior Payments to its shareholders and
employees and management personnel of its shareholders pursuant to the terms of
the shareholder agreements or similar agreements between such Subsidiary and
such shareholders, including without limitation payments in respect of and
pursuant to the Put Obligations, (d) the Parent and the Borrower may make any
purchase, repurchase or redemption of options, stock appreciation rights,
restricted stock units and/or restricted stock of Parent or any of its
Subsidiaries to satisfy any applicable tax withholding obligations of directors,
officers or employees of Parent or such Subsidiary up to an amount not exceed
$1,000,000 in any fiscal year so long as any such purchase, repurchase or
redemption is permitted pursuant to the underlying equity incentive plan or
restricted stock or restricted stock unit grant, (e) any Loan Party may make
payments in respect of Earn-outs made pursuant to the terms of the definitive
documentation for any Permitted Acquisition, and (f) so long as (i) no Default
or Event of Default exists or would otherwise arise as a result thereof and (ii)
Excess Availability, after giving effect thereto, exceeds $15,000,000 (or, if a
Revolver Increase has been made in accordance with Section 2.2, an
amount equal to $15,000,000 plus 40% of the aggregate amount of Revolver
Increases), Parent and its Subsidiaries may make Restricted Junior Payments in
any fiscal year ending on or after December 31, 2009, not otherwise permitted
pursuant to clauses (a) through (e) above, up to an amount not to exceed 50% of
Excess Cash Flow for the immediately prior fiscal year (provided, that for the
fiscal year ending on December 31, 2009, such amount shall not exceed the lesser
of (x) $10,000,000 and (y) 50% of Excess Cash Flow for the fiscal year ending on
December 31, 2008).

     

    6.10.       Accounting
Methods.

     

    Modify or
change its fiscal year or its method of accounting (other than as may be
required to conform to GAAP).


    
      
         


      

      
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    6.11.       Investments;
Controlled Investments.

     

    (a)           Except
for Permitted Investments, directly or indirectly, make or acquire any
Investment or incur any liabilities (including contingent obligations) for or in
connection with any Investment.

     

    (b)           Other
than (i) with respect to Deposit Accounts located in the United States, an
aggregate Dollar Equivalent amount of not more than $2,000,000 at any one time,
in the case of Parent and its Subsidiaries, (ii) with respect to Deposit
Accounts located outside the United States, an aggregate Dollar Equivalent
amount of not more than $5,000,000 at any one time, in the case of Parent and
its Subsidiaries (provided, that in addition thereto, Parent and its
Subsidiaries may maintain in any Deposit Account in Sweden an aggregate Dollar
Equivalent amount of not more than $8,000,000 at any one time for a period of
not more than 5 consecutive days, so long as such deposits are used to make
payments in respect of contingent Earn-outs), (iii) amounts deposited into
Deposit Accounts specifically and exclusively used for payroll, payroll taxes
and other employee wage and benefit payments to or for Parent's or its
Subsidiaries' employees, (iv) amounts up to $500,000 deposited into Deposit
Accounts specifically and exclusively used for the payment of sales taxes by
Parent's or its Subsidiaries', (v) Deposit Accounts of any Loan Party or any
Subsidiary of Parent which was the target of a Permitted Acquisition, for a
period of no more than 45 consecutive Business Days after the consummation of
such Permitted Acquisition, and (vi) with respect to segregated Deposit Accounts
specifically and exclusively used to hold only designated media and
production-related advances made to a Loan Party by a customer of such Loan
Party (and in which no Loan Party has any interest), make, acquire, or permit to
exist Permitted Investments consisting of cash, Cash Equivalents, or amounts
credited to Deposit Accounts or Securities Accounts unless Parent or its
Subsidiary, as applicable, and the applicable bank or securities intermediary
have entered into Control Agreements with Agent governing such Permitted
Investments in order to perfect (and further establish) Agent's Liens in such
Permitted Investments.  Except as provided in Section 6.11(b)(i)
and (ii),
Parent shall not and shall not permit its Subsidiaries to establish or maintain
any Deposit Account or Securities Account unless Agent shall have received a
Control Agreement in respect of such Deposit Account or Securities
Account.  Notwithstanding the foregoing, the aggregate Dollar
Equivalent amount of cash or Cash Equivalents of Parent and its Subsidiaries
maintained or accumulated outside the United States and Canada shall not exceed
$7,500,000 at any one time; provided, that in
addition thereto, Parent and its Subsidiaries may maintain in any Deposit
Account in Sweden an aggregate Dollar Equivalent amount of not more than
$8,000,000 at any one time for a period of not more than 5 consecutive days, so
long as such deposits are used to make payments in respect of contingent
Earn-outs.

     

    6.12.       Transactions
with Affiliates.

     

    Directly
or indirectly enter into or permit to exist any transaction with any Affiliate
of Parent or any of its Subsidiaries except for:

     

    (a)           transactions
(other than the payment of management, consulting, monitoring, or advisory fees)
between Parent or its Subsidiaries, on the one hand, and any Affiliate of Parent
or its Subsidiaries, on the other hand, so long as such transactions
(i) are fully disclosed to Agent prior to the consummation thereof, if they
involve one or more payments by Parent or its Subsidiaries, the aggregate Dollar
Equivalent amount of which is in excess of $2,500,000 for any single transaction
or series of related transactions, and (ii) are no less favorable, taken as
a whole, to Parent or its Subsidiaries, as applicable, than would be obtained in
an arm's length transaction with a non-Affiliate,


    
      
         


      

      
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    (b)           any
customary indemnity provided for the benefit of current or former directors (or
comparable managers) of Parent or its applicable Subsidiary,

     

    (c)           any
customary payment of reasonable compensation, severance, or employee benefit
arrangements to current or former key employees, key officers, and outside
directors of Parent and its Subsidiaries in the ordinary course of business and
consistent with industry practice,

     

    (d)           transactions
among Borrower and other Loan Parties,

     

    (e)           transactions
permitted by Section
6.3 or Section
6.9, or any Permitted Intercompany Advance, and

     

    (f)       
    the issuance of Stock (other than Prohibited Stock) of
Parent to any Permitted Holder or to any director, officer, employee or
consultant of Parent or any of its Subsidiaries.

     

    6.13.       Use of
Proceeds.

     

    Use the
proceeds of the Advances for any purpose other than (a) on the Closing
Date, (i) to repay, in full, the outstanding principal, accrued interest,
and accrued fees and expenses owing under or in connection with the Existing
Credit Facility, and (ii) to pay transactional fees, costs, and expenses
incurred in connection with this Agreement, the other Loan Documents, and the
transactions contemplated hereby and thereby, and (b) thereafter,
consistent with the terms and conditions hereof, for its lawful and permitted
purposes.

     

    6.14.       Parent as
Holding Company.

     

    Permit
Parent to incur any liabilities (other than liabilities arising under the Loan
Documents), own or acquire any assets (other than the Stock of its Subsidiaries)
or engage itself in any operations or business, except in connection with or
incidental to its Subsidiaries and its and their rights and obligations under
the Loan Documents.

     

    
      	
              7.

            	
              FINANCIAL
      COVENANTS.

            


    

     

    Each of
Parent and Borrower covenants and agrees that, until termination of all of the
Revolver Commitments and payment in full of the Obligations, Parent and Borrower
will comply with each of the following financial covenants:

     

    (a) 
         Minimum
EBITDA.  Achieve EBITDA, measured on a quarter-end basis, of at
least the required amount set forth in the following table for the applicable
period set forth opposite thereto:


    
      
         


      

      
        -47-

        
          

        

      

      
         


      

    

     

    
      
        	
                Applicable Amount

              	 
      	
                Applicable Period

              
	 
      	 
      	 
      
	
                $50,000,000

              	 
      	
                For
      the 12 month period ending

                December
      31, 2009 and for the 12 month period

                ending
      on the last day of each calendar quarter
  thereafter

              


      

    

    


    ; provided, that,
concurrently with the closing of each Permitted Acquisition, the EBITDA level
set forth above shall be increased by an amount equal to 100% of Pro Forma
EBITDA attributable to any Loan Party or any Subsidiary of Parent acquired in
such Permitted Acquisition for the 12 months preceding the date of consummation
of such Permitted Acquisition.

     

    (b)           Fixed Charge Coverage
Ratio.  Have a Fixed Charge Coverage Ratio, measured on a
quarter-end basis, of at least the required amount set forth in the following
table for the applicable period set forth opposite thereto:

     

    
      
        	
                Applicable Ratio

              	 
      	
                Applicable Period

              
	 
      	 
      	 
      
	
                1.25:1.0

              	 
      	
                For
      the 12 month period ending

                December
      31, 2009 and for the 12 month period

                ending
      on the last day of each calendar quarter
  thereafter

              


      

    

    


    (c)           Senior Leverage
Ratio.  Have a Senior Leverage Ratio, measured on a quarter-end
basis, of not greater than the applicable ratio set forth in the following table
for the applicable date set forth opposite thereto:

     

    
      
        	
                Applicable Ratio

              	 
      	
                Applicable Date

              
	 
      	 
      	 
      
	
                2.0:1.0

              	 
      	
                For
      the 12 month period ending

                December
      31, 2009 and for the 12 month period

                ending
      on the last day of each calendar quarter
  thereafter

              


      

    

    


    (d)           Capital
Expenditures.  If the Capital Expenditure Trigger Date has
occurred during any fiscal year, Parent and its Subsidiaries shall not make,
during the remainder of such fiscal year after the Capital Expenditure Trigger
Date, Capital Expenditures in an amount that would exceed the greater of (x) $0
and (y) $10,000,000 less the amount of Capital
Expenditures made in such fiscal year prior to the Capital Expenditure Trigger
Date; provided,
however,
that:

     

    (i)          
 concurrently with the closing of each Permitted Acquisition, the maximum
amount of the Capital Expenditures (other than Call Center Capital Expenditures)
permitted to be made in any fiscal year as set forth above shall be increased by
an amount equal to 10% of Pro Forma EBITDA attributable to any Loan Party or any
Subsidiary of Parent acquired in such Permitted Acquisition; provided further, that the
aggregate amount of such increases permitted under this Section 7(d)(i) shall
not exceed $1,000,000;


    
      
         


      

      
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    (ii)           to
the extent the Capital Expenditure Trigger Date has occurred, if the amount of
the Capital Expenditures permitted to be made in any fiscal year as set forth
above is greater than the actual amount of the Capital Expenditures actually
made in such fiscal year (the amount by which such permitted Capital
Expenditures for such fiscal year exceeds the actual amount of Capital
Expenditures for such fiscal year, the "Excess Amount"), then
the lesser of (x) such Excess Amount and (y) 25% of the amount set
forth above for the next succeeding fiscal year (such lesser amount referred to
as the "Carry-Over
Amount") may be carried forward to the next succeeding fiscal year (the
"Succeeding Fiscal
Year"); provided further that the
Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be
used in that fiscal year until the amount permitted above to be expended in such
fiscal year has first been used in full and the Carry-Over Amount applicable to
a particular Succeeding Fiscal Year may not be carried forward to another fiscal
year; and

     

    (iii)          so
long as (A) Borrower delivers to Agent, at least 30
days prior to the initial allocation of such Capital Expenditures as Call Center
Capital Expenditures for each Call Center developed after the Closing Date,
financial projections in form and substance reasonably acceptable to Agent demonstrating
that (1) the EBITDA for such Call Center resulting from such Capital
Expenditures in the first two years (or the first year, in the case the related
customer contract has a term less than three years) following the initial date
of the revenue generating operations of such Call Center exceeds 100% of the
amount of such Capital Expenditures, (2) such Call Center shall be profitable
within three months after the initial date of its revenue generating operations,
and (3) the anticipated build-out period of such Call Center, (B) as soon as
available, Agent shall have received a certificate from Borrower certifying
that, with respect to each Call Center developed after the Closing Date, (1) the
EBITDA for such Call Center resulting from the corresponding Call Center Capital
Expenditures in the first two years (or the first year, in the case the related
customer contract has a term less than three years) following the initial date
of the revenue generating operations of such Call Center exceeded 100% of the
amount of such Capital Expenditures, and (2) such Call Center became profitable
within three months after the initial date of its revenue generating operations,
and (C) Accent Marketing shall have entered into contracts with its customers in
connection with such Call Centers for a term of not less than three years (or
two years, so long as the EBITDA for such Call Centers resulting from such
Capital Expenditures in the first year following the initial date of the revenue
generating operations of such Call Center exceeds 100% of the amount of such
Capital Expenditures) after the initial date of the revenue generating
operations of such Call Center and which require such customers to make minimum
payments to support the financial projections delivered to Agent pursuant to
clause (A) above, Accent Marketing may make additional Capital Expenditures in
connection with the development, construction, ownership and operation of Call
Centers developed after the Closing Date ("Call Center Capital
Expenditures") in an aggregate amount not to exceed $5,000,000 in any
fiscal year; provided however, that if the
amount of the Call Center Capital Expenditures permitted to be made in any
fiscal year as set forth above is greater than the actual amount of the Call
Center Capital Expenditures actually made in such fiscal year (the amount by
which such permitted Call Center Capital Expenditures for such fiscal year
exceeds the actual amount of Call Center Capital Expenditures for such fiscal
year, the "Call Center
Excess Amount"), then the lesser of (x) such Call Center Excess
Amount and (y) 25% of the amount set forth above for the next Succeeding
Fiscal Year (such lesser amount referred to as the "Call Center Carry-Over
Amount") may be carried forward to the next Succeeding Fiscal Year; provided further, that the
Call Center Carry-Over Amount applicable to a particular Succeeding Fiscal Year
may not be used in that fiscal year until the amount permitted above to be
expended in such fiscal year has first been used in full and the Call Center
Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be
carried forward to another fiscal year; provided further, that in no
event shall Call Center Capital Expenditures exceed more than $15,000,000 in the
aggregate during the term of this Agreement.


    
      
         


      

      
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              8.

            	
              EVENTS OF
      DEFAULT.

            


    

     

    Any one
or more of the following events shall constitute an event of default (each, an
"Event of
Default") under this Agreement:

     

    8.1.         If
Borrower fails to pay when due and payable, or when declared due and payable,
(a) all or any portion of the Obligations consisting of interest, fees, or
charges due the Lender Group, reimbursement of Lender Group Expenses, or other
amounts (other than any portion thereof constituting principal) constituting
Obligations (including any portion thereof that accrues after the commencement
of an Insolvency Proceeding, regardless of whether allowed or allowable in whole
or in part as a claim in any such Insolvency Proceeding), and such failure
continues for a period of 3 Business Days, or (b) all or any portion of the
principal of the Obligations;

     

    8.2.         If
any Loan Party:

     

    (a)           fails
to perform or observe any covenant or other agreement contained in any of
(i) Sections
5.1, 5.2, 5.3, 5.6, 5.7, 5.10, 5.11, 5.15, 5.16 or 5.17 of this
Agreement, (ii) Sections 6.1 through 6.14 of this
Agreement, (iii) Section 7 of this
Agreement, or (iv) Section 6 of the US Security Agreement or Section 6 of
the Canadian Security Agreement;

     

    (b)           fails
to perform or observe any covenant or other agreement contained in any of Sections 5.4, 5.5, 5.8, 5.12, 5.13 and 5.14 of this
Agreement and such failure continues for a period of 15 days after the earlier
of (i) the date on which such failure shall first become known to any
officer of a Loan Party or (ii) the date on which written notice thereof is
given to Borrower by Agent; or

     

    (c)           fails
to perform or observe any covenant or other agreement contained in this
Agreement, or in any of the other Loan Documents, in each case, other than any
such covenant or agreement that is the subject of another provision of this
Section 8 (in
which event such other provision of this Section 8 shall
govern), and such failure continues for a period of 30 days after the earlier of
(i) the date on which such failure shall first become known to any officer of a
Loan Party or (ii) the date on which written notice thereof is given to Borrower
by Agent;

     

    8.3.         If
one or more judgments, orders, or awards for the payment of money involving an
aggregate Dollar Equivalent amount of $3,000,000, or more (except to the extent
fully covered (other than to the extent of customary deductibles) by insurance
pursuant to which the insurer has not denied coverage) is entered or filed
against a Loan Party or any of its Subsidiaries, or with respect to any of their
respective assets, and either (a) there is a period of 30 consecutive days
at any time after the entry of any such judgment, order, or award during which
(1) the same is not discharged, satisfied, vacated, or bonded pending
appeal, or (2) a stay of enforcement thereof is not in effect, or
(b) enforcement proceedings are commenced upon such judgment, order, or
award;


    
      
         


      

      
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    8.4.          If
an Insolvency Proceeding is commenced by a Loan Party or any of its
Subsidiaries;

     

    8.5.          If
an Insolvency Proceeding is commenced against a Loan Party or any of its
Subsidiaries and any of the following events (or analogous events under other
applicable laws) occur:  (a) such Loan Party or such Subsidiary
consents to the institution of such Insolvency Proceeding against it,
(b) the petition commencing the Insolvency Proceeding is not timely
controverted, (c) the petition commencing the Insolvency Proceeding is not
dismissed within 60 calendar days of the date of the filing thereof, (d) an
interim trustee is appointed to take possession of all or any substantial
portion of the properties or assets of, or to operate all or any substantial
portion of the business of, such Loan Party or its Subsidiary, or (e) an
order for relief shall have been issued or entered therein;

     

    8.6.          If
a Loan Party or any of its Subsidiaries is enjoined, restrained, or in any way
prevented by court order from continuing to conduct all or any material part of
the business affairs of Parent and its Subsidiaries, taken as a
whole;

     

    8.7.          If
there is an "Event of Default" (as defined in the Senior Unsecured Debt
Documents); if there is an "Event of Default" (as defined in the Convertible
Subordinated Debt Documents); or if there is a default in one or more other
agreements to which a Loan Party is a party with one or more third Persons
relative to a Loan Party's Indebtedness involving an aggregate Dollar Equivalent
amount of $3,000,000 or more, and such default (i) occurs at the final
maturity of the obligations thereunder, or (ii) results in a right by such
third Person, irrespective of whether exercised, to accelerate the maturity of
such Loan Party's or its Subsidiary's obligations thereunder;

     

    8.8.          If
any warranty, representation, certificate, statement, or Record made herein or
in any other Loan Document or delivered in writing to Agent or any Lender in
connection with this Agreement or any other Loan Document proves to be untrue in
any material respect (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof) as of the date of issuance or
making or deemed making thereof;

     

    8.9.          If
the obligation of any Guarantor under the Guaranty is limited or terminated by
operation of law or by such Guarantor (other than in accordance with the terms
of this Agreement);

     

    8.10.        If
any Security Agreement or any other Loan Document that purports to create a
Lien, shall, for any reason, fail or cease to create a valid and perfected and,
except to the extent permitted by the terms hereof or thereof, first priority
Lien on the Collateral covered thereby, except (a) as a result of a
disposition of the applicable Collateral in a transaction permitted under this
Agreement, or (b) as the result of an action or failure to act on the part
of Agent; or


    
      
         


      

      
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    8.11.       The
validity or enforceability of any Loan Document shall at any time for any reason
(other than solely as the result of an action or failure to act on the part of
Agent) be declared to be null and void, or a proceeding shall be commenced by a
Loan Party, or by any Governmental Authority having jurisdiction over a Loan
Party, seeking to establish the invalidity or unenforceability thereof, or a
Loan Party or its Subsidiaries shall deny that such Loan Party has any liability
or obligation purported to be created under any Loan Document.

     

    
      	
              9.

            	
              RIGHTS AND
      REMEDIES.

            


    

     

    9.1.         Rights
and Remedies.

     

    Upon the
occurrence and during the continuation of an Event of Default, Agent may, and,
at the instruction of the Required Lenders, shall, in each case by written
notice to Borrower and in addition to any other rights or remedies provided for
hereunder or under any other Loan Document or by applicable law, do any one or
more of the following on behalf of the Lender Group:

     

    (a)           declare
the Obligations, whether evidenced by this Agreement or by any of the other Loan
Documents immediately due and payable, whereupon the same shall become and be
immediately due and payable, without presentment, demand, protest, or further
notice or other requirements of any kind, all of which are hereby expressly
waived by Borrower; and

     

    (b)           declare
the Revolver Commitments terminated, whereupon the Revolver Commitments shall
immediately be terminated together with any obligation of any Lender hereunder
to make Advances and the obligation of the Issuing Lender to issue Letters of
Credit.

     

    The
foregoing to the contrary notwithstanding, upon the occurrence of any Event of
Default described in Section 8.4 or Section 8.5, in
addition to the remedies set forth above, without any notice to Borrower or any
other Person or any act by the Lender Group, the Revolver Commitments shall
automatically terminate and the Obligations then outstanding, together with all
accrued and unpaid interest thereon and all fees and all other amounts due under
this Agreement and the other Loan Documents, shall automatically and immediately
become due and payable, without presentment, demand, protest, or notice of any
kind, all of which are expressly waived by Parent and Borrower.

     

    9.2.         Remedies
Cumulative.

     

    The
rights and remedies of the Lender Group under this Agreement, the other Loan
Documents, and all other agreements shall be cumulative.  The Lender
Group shall have all other rights and remedies not inconsistent herewith as
provided under the Code, by law, or in equity.  No exercise by the
Lender Group of one right or remedy shall be deemed an election, and no waiver
by the Lender Group of any Event of Default shall be deemed a continuing
waiver.  No delay by the Lender Group shall constitute a waiver,
election, or acquiescence by it.

     

    
      	
              10.

            	
              WAIVERS;
      INDEMNIFICATION.

            


    

     

    10.1.       Demand;
Protest; etc.

     

    Borrower
waives demand, protest, notice of protest, notice of default or dishonor, notice
of payment and nonpayment, nonpayment at maturity, release, compromise,
settlement, extension, or renewal of documents, instruments, chattel paper, and
guarantees at any time held by the Lender Group on which such Loan Party may in
any way be liable.


    
      
         


      

      
        -52-

        
          

        

      

      
         


      

    

     

    10.2.       The
Lender Group's Liability for Collateral.

     

    Borrower
hereby agrees that:  (a) so long as Agent complies with its
obligations, if any, under the Code or PPSA, as applicable, the Lender Group
shall not in any way or manner be liable or responsible
for:  (i) the safekeeping of the Collateral, (ii) any loss
or damage thereto occurring or arising in any manner or fashion from any cause,
(iii) any diminution in the value thereof, or (iv) any act or default
of any carrier, warehouseman, bailee, forwarding agency, or other Person, and
(b) all risk of loss, damage, or destruction of the Collateral shall be
borne by Borrower.

     

    10.3.       Indemnification.

     

    Borrower
shall pay, indemnify, defend, and hold the Agent-Related Persons, the
Lender-Related Persons, and each Participant (each, an "Indemnified Person")
harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, liabilities,
fines, costs, penalties, and damages, and all reasonable and documented fees and
disbursements of attorneys, experts, or consultants and all other reasonable
costs and expenses actually incurred in connection therewith or in connection
with the enforcement of this indemnification (as and when they are incurred and
irrespective of whether suit is brought), at any time asserted against, imposed
upon, or incurred by any of them (a) in connection with or as a result of
or related to the execution and delivery (provided that Borrower shall not be
liable for costs and expenses (including attorneys fees) of any Lender (other
than WFF) incurred in advising, structuring, drafting, reviewing, administering
or syndicating the Loan Documents), enforcement, performance, or administration
(including any restructuring or workout with respect hereto) of this Agreement,
any of the other Loan Documents, or the transactions contemplated hereby or
thereby or the monitoring of the Loan Parties' compliance with the terms of the
Loan Documents (provided, however, that the
indemnification in this clause (a) shall not extend to (i) disputes solely
between or among the Lenders or (ii) disputes solely between or among the
Lenders and their respective Affiliates; it being understood and agreed that the
indemnification in this clause (a) shall extend to disputes between or among
Agent on the one hand, and one or more Lenders, or one or more of their
Affiliates, on the other hand), (b) with respect to any investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or
the use of the proceeds of the credit provided hereunder (irrespective of
whether any Indemnified Person is a party thereto), or any act, omission, event,
or circumstance in any manner related thereto, and (c) in connection with
or arising out of any presence or release of Hazardous Materials at, on, under,
to or from any assets or properties owned, leased or operated by Parent or any
of its Subsidiaries or any Environmental Actions, Environmental Liabilities or
Remedial Actions related in any way to any such assets or properties of Parent
or any of its Subsidiaries (each and all of the foregoing, the "Indemnified
Liabilities").  The foregoing to the contrary notwithstanding,
Borrower shall have no obligation to any Indemnified Person under this Section 10.3 with
respect to any Indemnified Liability that a court of competent jurisdiction
finally determines to have resulted from the gross negligence or willful
misconduct of such Indemnified Person or its officers, directors, employees,
attorneys, or agents.  This provision shall survive the termination of
this Agreement and the repayment of the Obligations.  If any
Indemnified Person makes any payment to any other Indemnified Person with
respect to an Indemnified Liability as to which Borrower was required to
indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by Borrower
with respect thereto.  WITHOUT LIMITATION, THE FOREGOING
INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED
LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY
NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER
PERSON.


    
      
         


      

      
        -53-

        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              NOTICES.

            


    

     

    Unless
otherwise provided in this Agreement, all notices or demands relating to this
Agreement or any other Loan Document shall be in writing and (except for
financial statements and other informational documents which may be sent by
first-class mail, postage prepaid) shall be personally delivered or sent by
registered or certified mail (postage prepaid, return receipt requested),
overnight courier, electronic mail (at such email addresses as a party may
designate in accordance herewith), or telefacsimile.  In the case of
notices or demands to Parent or Borrower or Agent, as the case may be, they
shall be sent to the respective address set forth below:

     

    
      
        
          
            	
                    If
      to Parent or Borrower:

                  	 
      	
                    c/o
      MDC PARTNERS
      INC.

                  
	 
      	 
      	
                    950
      Third Avenue, 5th Floor

                  
	 
      	 
      	
                    New
      York, New York 10022

                  
	 
      	 
      	
                    Attn:  Chief
      Financial Officer

                  
	 
      	 
      	
                    Telephone
      No.: (646) 429-1818

                  
	 
      	 
      	
                    Fax
      No. (212) 937-4365

                  
	 
      	 
      	 
      
	
                    If
      to Agent:

                  	 
      	
                    WELLS
      FARGO FOOTHILL, LLC

                  
	 
      	 
      	
                    One
      Boston Place, Suite 1800

                  
	 
      	 
      	
                    Boston,
      Massachusetts  02108

                  
	 
      	 
      	
                    Attn:  Business
      Finance Portfolio Manager

                  
	 
      	 
      	
                    Fax
      No.(617) 523-1697

                  
	 
      	 
      	 
      
	
                    with
      copies to:

                  	 
      	
                    GOLDBERG
      KOHN BELL BLACK

                  
	 
      	 
      	
                    ROSENBLOOM
      & MORITZ, LTD.

                  
	 
      	 
      	
                    55
      East Monroe Street, Suite 3300

                  
	 
      	 
      	
                    Chicago,
      Illinois  60603

                  
	 
      	 
      	
                    Attn:  Gary
      Zussman, Esq.

                  
	 
      	 
      	
                    Fax
      No. (312)
332-2196

                  


          

        

      

    

     

    Any party
hereto may change the address at which they are to receive notices hereunder, by
notice in writing in the foregoing manner given to the other
party.  All notices or demands sent in accordance with this Section 11, shall be
deemed received on the earlier of the date of actual receipt or 3 Business Days
after the deposit thereof in the mail; provided, that
(a) notices sent by overnight courier service shall be deemed to have been
given when received, (b) notices by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient) and (c) notices by electronic mail
shall be deemed received upon the sender's receipt of an acknowledgment from the
intended recipient (such as by the "return receipt requested" function, as
available, return email or other written acknowledgment).


    
      
         


      

      
        -54-

        
          

        

      

      
         


      

    

     

    
      	
              12.

            	
              CHOICE OF LAW AND VENUE; JURY
      TRIAL WAIVER.

            


    

     

    (a)           THE VALIDITY OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER
LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

    (b)           THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN
THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE
SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH OF PARENT AND
BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF
FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
12(b).

     

    (c)           TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS.  EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER
GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              ASSIGNMENTS AND PARTICIPATIONS;
      SUCCESSORS.

            


    

     

    13.1.       Assignments
and Participations.

     

    (a)           With
the prior written consent of Borrower, which consent of Borrower shall not be
unreasonably withheld, delayed or conditioned, and shall not be required
(1) if an Event of Default has occurred and is continuing, or (2) in
connection with an assignment to a Person that is a Lender or an Affiliate
(other than individuals) of a Lender and with the prior written consent of
Agent, which consent of Agent shall not be unreasonably withheld, delayed or
conditioned, and shall not be required in connection with an assignment to a
Person that is a Lender or an Affiliate (other than individuals) of a Lender,
any Lender may assign and delegate to one or more assignees (each, an "Assignee"; provided, however, that no Loan
Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor
shall be permitted to become an Assignee) all or any portion of the Obligations,
the Revolver Commitments and the other rights and obligations of such Lender
hereunder and under the other Loan Documents, in a minimum amount (unless waived
by Agent) of $5,000,000 (except such minimum amount shall not apply to
(x) an assignment or delegation by any Lender to any other Lender or an
Affiliate of any Lender or (y) a group of new Lenders, each of which is an
Affiliate of each other or a Related Fund of such new Lender to the extent that
the aggregate amount to be assigned to all such new Lenders is at least
$5,000,000); provided, however, that
Borrower and Agent may continue to deal solely and directly with such Lender in
connection with the interest so assigned to an Assignee until (i) written
notice of such assignment, together with payment instructions, addresses, and
related information with respect to the Assignee, have been given to Borrower
and Agent by such Lender and the Assignee, (ii) such Lender and its
Assignee have delivered to Borrower and Agent an Assignment and Acceptance and
Agent has notified the assigning Lender of its receipt thereof in accordance
with Section
13.1(b), and (iii) unless waived by Agent, the assigning Lender or
Assignee has paid to Agent for Agent's separate account a processing fee in the
amount of $3,500.

     

    (b)           From
and after the date that Agent notifies the assigning Lender (with a copy to
Borrower) that it has received an executed Assignment and Acceptance and, if
applicable, payment of the required processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender shall, to the extent that rights
and obligations hereunder and under the other Loan Documents have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights (except
with respect to Section 10.3) and be
released from any future obligations under this Agreement (and in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement and the other Loan
Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing
contained herein shall release any assigning Lender from obligations that
survive the termination of this Agreement, including such assigning Lender's
obligations under Section 15 and Section 17.9(a); and
provided, for
greater certainty that both the assigning Lender and the Assignee shall be
entitled to rely on the provisions of Section
16.


    
      
         


      

      
        -56-

        
          

        

      

      
         


      

    


    (c)           By
executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the Assignee thereunder confirm to and agree with each other and
the other parties hereto as follows:  (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document furnished pursuant hereto,
(ii) such assigning Lender makes no representation or warranty and assumes
no responsibility with respect to the financial condition of any Loan Party or
the performance or observance by any Loan Party of any of its obligations under
this Agreement or any other Loan Document furnished pursuant hereto,
(iii) such Assignee confirms that it has received a copy of this Agreement,
together with such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into such Assignment and
Acceptance, (iv) such Assignee will, independently and without reliance
upon Agent, such assigning Lender or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement, (v) such Assignee appoints and authorizes Agent to take such
actions and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to Agent, by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto, and (vi) such
Assignee agrees that it will perform all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

     

    (d)           Immediately
upon Agent's receipt of the required processing fee, if applicable, and delivery
of notice to the assigning Lender pursuant to Section 13.1(b), this
Agreement shall be deemed to be amended to the extent, but only to the extent,
necessary to reflect the addition of the Assignee and the resulting adjustment
of the Revolver Commitments arising therefrom.  The Revolver
Commitment allocated to each Assignee shall reduce such Revolver Commitments of
the assigning Lender pro
tanto.

     

    (e)           Any
Lender may at any time sell to one or more commercial banks, financial
institutions, or other Persons (a "Participant")
participating interests in all or any portion of its Obligations, its Revolver
Commitment, and the other rights and interests of that Lender (the "Originating Lender")
hereunder and under the other Loan Documents; provided, however, that
(i) the Originating Lender shall remain a "Lender" for all purposes of this
Agreement and the other Loan Documents and the Participant receiving the
participating interest in the Obligations, the Revolver Commitments, and the
other rights and interests of the Originating Lender hereunder shall not
constitute a "Lender" hereunder or under the other Loan Documents and the
Originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the Originating Lender shall remain solely responsible for the
performance of such obligations, (iii) Borrower, Agent, and the Lenders
shall continue to deal solely and directly with the Originating Lender in
connection with the Originating Lender's rights and obligations under this
Agreement and the other Loan Documents, (iv) no Lender shall transfer or
grant any participating interest under which the Participant has the right to
approve any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document, except to the extent such amendment to, or
consent or waiver with respect to this Agreement or of any other Loan Document
would (A) extend the final maturity date of the Obligations hereunder in
which such Participant is participating, (B) reduce the interest rate
applicable to the Obligations hereunder in which such Participant is
participating, (C) release all or substantially all of the Collateral or
guaranties (except to the extent expressly provided herein or in any of the Loan
Documents) supporting the Obligations hereunder in which such Participant is
participating, (D) postpone the payment of, or reduce the amount of, the
interest or fees payable to such Participant through such Lender (other than a
waiver of default interest), or (E) change the amount or due dates of
scheduled principal repayments or prepayments or premiums, and (v) all
amounts payable by Borrower hereunder and under the other Loan Documents shall
be determined as if such Lender had not sold such participation (except where
applicable for purposes of Section 16), except
that, if amounts outstanding under this Agreement are due and unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall be deemed to have the right of set
off in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement.  The rights of
any Participant only shall be derivative through the Originating Lender with
whom such Participant participates and no Participant shall have any rights
under this Agreement or the other Loan Documents or any direct rights as to the
other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries,
the Collateral, or otherwise in respect of the Obligations.  No
Participant shall have the right to participate directly in the making of
decisions by the Lenders among themselves.


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    

     

    (f)           In
connection with any such assignment or participation or proposed assignment or
participation or any grant of a security interest in, or pledge of, its rights
under and interest in this Agreement, a Lender may, subject to the provisions of
Section 17.9,
disclose all documents and information which it now or hereafter may have
relating to Parent and its Subsidiaries and their respective
businesses.

     

    (g)           Any
other provision in this Agreement notwithstanding, any Lender may at any time
create a security interest in, or pledge, all or any portion of its rights under
and interest in this Agreement in favor of any Federal Reserve Bank in
accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury
Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under applicable law.

     

    (h)           Each
Lender that sells a participation, acting solely for this purpose as a
non-fiduciary agent of Borrower, shall maintain (or cause to be maintained) a
register on which it enters the name and address of each Participant and the
principal amounts (and stated interest) of each participant’s interest in the
Swing Loans or other obligations under this Agreement (the “Participant
Register”).  The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the
contrary.

     

    (i)            The
Agent, acting for this purpose as a non-fiduciary agent of Borrower, shall
maintain, or cause to be maintained, 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 Swing Loans
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and Borrower, Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by Borrower and any Lenders, at any reasonable time and
from time to time upon reasonable prior notice.


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    

     

    13.2.       Successors.

     

    This
Agreement shall bind and inure to the benefit of the respective successors and
assigns of each of the parties; provided, however, that no Loan
Party a party hereto may assign this Agreement or any rights or duties hereunder
without the Lenders' prior written consent and any prohibited assignment shall
be absolutely void ab
initio.  No consent to assignment by the Lenders shall release
Borrower from their Obligations.  A Lender may assign this Agreement
and the other Loan Documents and its rights and duties hereunder and thereunder
pursuant to Section
13.1.

     

    
      	
              14.

            	
              AMENDMENTS;
      WAIVERS.

            


    

     

    14.1.       Amendments
and Waivers.

     

    (a)           No
amendment, waiver or other modification of any provision of this Agreement or
any other Loan Document (other than Bank Product Agreements or the Fee Letter),
and no consent with respect to any departure by Parent or Borrower therefrom,
shall be effective unless the same shall be in writing and signed by the
Required Lenders (or by Agent at the written request of the Required Lenders)
and the Loan Parties that are party thereto and then any such waiver or consent
shall be effective, but only in the specific instance and for the specific
purpose for which given; provided, however, that no such
waiver, amendment, consent or other modification shall, unless in writing and
signed by all of the Lenders directly affected thereby and the Loan Parties that
are party thereto, do any of the following:

     

    (i)      
     increase the amount of or extend the expiration
date of any Revolver Commitment of any Lender,

     

    (ii)           postpone
or delay any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees, or other amounts due hereunder or under
any other Loan Document,

     

    (iii)          reduce
the principal of, or the rate of interest on, any loan or other extension of
credit hereunder, or reduce any fees or other amounts payable hereunder or under
any other Loan Document (except (y) in connection with the waiver of
applicability of Section 2.6(c) (which
waiver shall be effective with the written consent of the Required Lenders), and
(z) that any amendment or modification of defined terms used in the
financial covenants in this Agreement shall not constitute a reduction in the
rate of interest or a reduction of fees for purposes of this clause
(iii)),

     

    (iv)         amend
or modify this Section or any provision of this Agreement providing for consent
or other action by all Lenders,

     

    (v)          other
than as permitted by Section 15.11,
release Agent's Lien in and to any of the Collateral,

     

    (vi)         change
the definition of "Required Lenders" or "Pro Rata Share",


    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    

     

    (vii)        contractually
subordinate any of Agent's Liens,

     

    (viii)       other
than in connection with a merger, liquidation, dissolution or sale of such
Person expressly permitted by the terms hereof or the other Loan Documents,
release Borrower or any Guarantor from any obligation for the payment of money
or consent to the assignment or transfer by Borrower or any Guarantor of any of
its rights or duties under this Agreement or the other Loan
Documents,

     

    (ix)          amend
any of the provisions of Section 2.4(b)(i) or
(ii),

     

    (x)           amend
Section 13.1(a)
to permit a Loan Party or an Affiliate of a Loan Party to be permitted to become
an Assignee, or

     

    (xi)          change
the definition of Borrowing Base or any of the defined terms (including the
definitions of Eligible Balance Sheet Billed Accounts, Eligible Balance Sheet
Unbilled Accounts and Eligible Accounts) that are materially used in such
definition to the extent that any such change results in more credit being made
available to Borrower based upon the Borrowing Base, but not otherwise, or the
definition of Maximum Revolver Amount.

     

    (b)           No
amendment, waiver, modification, or consent shall amend, modify, or waive (i)
the definition of, or any of the terms or provisions of, the Fee Letter, without
the written consent of Agent and Borrower (and shall not require the written
consent of any of the Lenders), and (ii) any provision of Section 15 pertaining
to Agent, or any other rights or duties of Agent under this Agreement or the
other Loan Documents, without the written consent of Agent, Borrower, and the
Required Lenders,

     

    (c)           No
amendment, waiver, modification, or consent shall amend, modify, or waive any
provision of this Agreement or the other Loan Documents pertaining to Issuing
Lender, or any other rights or duties of Issuing Lender under this Agreement or
the other Loan Documents, without the written consent of Issuing Lender, Agent,
Borrower, and the Required Lenders,

     

    (d)           No
amendment, waiver, modification, or consent shall amend, modify, or waive any
provision of this Agreement or the other Loan Documents pertaining to Swing
Lender, or any other rights or duties of Swing Lender under this Agreement or
the other Loan Documents, without the written consent of Swing Lender, Agent,
Borrower, and the Required Lenders,

     

    (e)           Anything
in this Section
14.1 to the contrary notwithstanding, any amendment, modification,
waiver, consent, termination, or release of, or with respect to, any provision
of this Agreement or any other Loan Document that relates only to the
relationship of the Lender Group among themselves, and that does not affect the
rights or obligations of Parent or Borrower, shall not require consent by or the
agreement of Parent or Borrower.


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    

     

    14.2.       Replacement
of Certain Lenders.

     

    (a)           If
(i) any action to be taken by the Lender Group or Agent hereunder requires
the unanimous consent, authorization, or agreement of any Lender directly
adversely affected thereby and if such action has received the consent,
authorization, or agreement of the Required Lenders but not such greater number
of the Lenders as may be required by Section 14.1 or
(ii) any Lender makes a claim for compensation under Section 16, then
Borrower or Agent, upon at least 5 Business Days prior irrevocable notice, may
permanently replace any Lender (a "Holdout Lender") that
failed to give its consent, authorization, or agreement or made a claim for
compensation (a "Tax
Lender") with one or more Replacement Lenders, and the Holdout Lender or
Tax Lender, as applicable, shall have no right to refuse to be replaced
hereunder.  Such notice to replace the Holdout Lender or Tax Lender,
as applicable, shall specify an effective date for such replacement, which date
shall not be later than 15 Business Days after the date such notice is
given.

     

    (b)           Prior
to the effective date of such replacement, the Holdout Lender and each
Replacement Lender shall execute and deliver an Assignment and Acceptance,
subject only to the Holdout Lender being repaid its share of the outstanding
Obligations (including an assumption of its Pro Rata Share of the Letters of
Credit) without any premium or penalty of any kind whatsoever.  If the
Holdout Lender shall refuse or fail to execute and deliver any such Assignment
and Acceptance prior to the effective date of such replacement, the Holdout
Lender shall be deemed to have executed and delivered such Assignment and
Acceptance.  The replacement of any Holdout Lender shall be made in
accordance with the terms of Section
13.1.  Until such time as the Replacement Lenders shall have
acquired all of the Obligations, the Revolver Commitments, and the other rights
and obligations of the Holdout Lender hereunder and under the other Loan
Documents, the Holdout Lender shall remain obligated to make the Holdout
Lender's Pro Rata Share of Advances and to purchase a participation in each
Letter of Credit, in an amount equal to its Pro Rata Share of such Letters of
Credit.

     

    14.3.       No
Waivers; Cumulative Remedies.

     

    No
failure by Agent or any Lender to exercise any right, remedy, or option under
this Agreement or any other Loan Document, or delay by Agent or any Lender in
exercising the same, will operate as a waiver thereof.  No waiver by
Agent or any Lender will be effective unless it is in writing, and then only to
the extent specifically stated.  No waiver by Agent or any Lender on
any occasion shall affect or diminish Agent's and each Lender's rights
thereafter to require strict performance by the Loan Parties of any provision of
this Agreement.  Agent's and each Lender's rights under this Agreement
and the other Loan Documents will be cumulative and not exclusive of any other
right or remedy that Agent or any Lender may have.


    
      
         


      

      
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              15.

            	
              AGENT; THE LENDER
      GROUP.

            


    

     

    15.1.       Appointment
and Authorization of Agent.

     

    Each
Lender hereby designates and appoints WFF as its agent under this Agreement and
the other Loan Documents and each Lender hereby irrevocably authorizes Agent to
execute and deliver each of the other Loan Documents on its behalf and to take
such other action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental
thereto.  Agent agrees to act as agent for and on behalf of the
Lenders (and the Bank Product Providers) on the conditions contained in this
Section
15.  Any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document notwithstanding, Agent shall not have
any duties or responsibilities, except those expressly set forth herein or in
the other Loan Documents, nor shall Agent have or be deemed to have any
fiduciary relationship with any Lender (or Bank Product Provider), and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against Agent.  Without limiting the generality of the
foregoing, the use of the term "agent" in this Agreement or the other Loan
Documents with reference to Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any
applicable law.  Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only a representative
relationship between independent contracting parties.  Each Lender
hereby further authorizes (and by its acceptance of the benefits of the Loan
Documents, each Bank Product Provider shall be deemed to authorize) Agent to act
as the secured party under each of the Loan Documents that create a Lien on any
item of Collateral.  Except as expressly otherwise provided in this
Agreement, Agent shall have and may use its sole discretion with respect to
exercising or refraining from exercising any discretionary rights or taking or
refraining from taking any actions that Agent expressly is entitled to take or
assert under or pursuant to this Agreement and the other Loan
Documents.  Without limiting the generality of the foregoing, or of
any other provision of the Loan Documents that provides rights or powers to
Agent, Lenders agree that Agent shall have the right to exercise the following
powers as long as this Agreement remains in
effect:  (a) maintain, in accordance with its customary business
practices, ledgers and records reflecting the status of the Obligations, the
Collateral, the Collections of Parent and its Subsidiaries, and related matters,
(b) execute or file any and all financing or similar statements or notices,
amendments, renewals, supplements, documents, instruments, proofs of claim,
notices and other written agreements with respect to the Loan Documents,
(c) make Advances, for itself or on behalf of Lenders, as provided in the
Loan Documents, (d) exclusively receive, apply, and distribute the
Collections of Parent and its Subsidiaries as provided in the Loan Documents,
(e) open and maintain such bank accounts and cash management arrangements
as Agent deems necessary and appropriate in accordance with the Loan Documents
for the foregoing purposes with respect to the Collateral and the Collections of
Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all
other rights and remedies of the Lender Group with respect to Parent or its
Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its
Subsidiaries, or otherwise related to any of same as provided in the Loan
Documents, and (g) incur and pay such Lender Group Expenses as Agent may
deem necessary or appropriate for the performance and fulfillment of its
functions and powers pursuant to the Loan Documents.

     

    15.2.       Delegation
of Duties.

     

    Agent may
execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys in fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties.  Agent
shall not be responsible for the negligence or misconduct of any agent or
attorney in fact that it selects as long as such selection was made without
gross negligence or willful misconduct.  Upon the occurrence and
continuance of an Event of Default, Agent reserves the right to execute any of
its duties under this Agreement or any other Loan Document by or through agents,
including but not limited to, appointing a Canadian agent to hold, realize or
enforce any Loan Document.


    
      
         


      

      
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    15.3.       Liability
of Agent.

     

    None of
the Agent-Related Persons shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct), or (b) be responsible in any
manner to any of the Lenders (or Bank Product Providers) for any recital,
statement, representation or warranty made by Parent or any of its Subsidiaries
or Affiliates, or any officer or director thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of Parent or its Subsidiaries or any
other party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to
Lenders (or Bank Product Providers) to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the books and
records or properties of Parent or its Subsidiaries.

     

    15.4.       Reliance
by Agent.

     

    Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
telefacsimile or other electronic method of transmission, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent, or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to Borrower or counsel to any Lender), independent accountants and other experts
selected by Agent.  Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless Agent shall first receive such advice or concurrence of the Lenders as it
deems appropriate and until such instructions are received, Agent shall act, or
refrain from acting, as it deems advisable.  If Agent so requests, it
shall first be indemnified to its reasonable satisfaction by the Lenders (and,
of it so elects, the Bank Product Providers) against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action.  Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the requisite Lenders and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all of the Lenders (and Bank Product Providers).

     

    15.5.       Notice of
Default or Event of Default.

     

    Agent
shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, except with respect to defaults in the payment of
principal, interest, fees, and expenses required to be paid to Agent for the
account of the Lenders and, except with respect to Events of Default of which
Agent has actual knowledge, unless Agent shall have received written notice from
a Lender or Borrower referring to this Agreement, describing such Default or
Event of Default, and stating that such notice is a "notice of
default."  Agent promptly will notify the Lenders of its receipt of
any such notice or of any Event of Default of which Agent has actual
knowledge.  If any Lender obtains actual knowledge of any Event of
Default, such Lender promptly shall notify the other Lenders and Agent of such
Event of Default.  Each Lender shall be solely responsible for giving
any notices to its Participants, if any.  Subject to Section 15.4, Agent
shall take such action with respect to such Default or Event of Default as may
be requested by the Required Lenders in accordance with Section 9; provided, however, that unless
and until Agent has received any such request, Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable.


    
      
         


      

      
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    15.6.       Credit
Decision.

     

    Each
Lender (and Bank Product Provider) acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it, and that no act by Agent
hereinafter taken, including any review of the affairs of Parent and its
Subsidiaries or Affiliates, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender (or Bank Product
Provider).  Each Lender represents (and by its acceptance of the
benefits of the Loan Documents, each Bank Product Provider shall be deemed to
represent) to Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such due diligence, documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition and
creditworthiness of Borrower or any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrower.  Each Lender also represents (and by its
acceptance of the benefits of the Loan Documents, each Bank Product Provider
shall be deemed to represent) that it will, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of Borrower or any other Person party
to a Loan Document.  Except for notices, reports, and other documents
expressly herein required to be furnished to the Lenders by Agent, Agent shall
not have any duty or responsibility to provide any Lender (or Bank Product
Provider) with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of Borrower or any other Person party to a Loan Document that
may come into the possession of any of the Agent-Related
Persons.  Each Lender acknowledges (and by its acceptance of the
benefits of the Loan Documents, each Bank Product Provider shall be deemed to
acknowledge) that Agent does not have any duty or responsibility, either
initially or on a continuing basis (except to the extent, if any, that is
expressly specified herein) to provide such Lender (or Bank Product Provider)
with any credit or other information with respect to Borrower, its Affiliates or
any of their respective business, legal, financial or other affairs, and
irrespective of whether such information came into Agent's or its Affiliates' or
representatives' possession before or after the date on which such Lender became
a party to this Agreement (or such Bank Product Provider entered into a Bank
Product Agreement).


    
      
         


      

      
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    15.7.       Costs and
Expenses; Indemnification.

     

    Agent may
incur and pay Lender Group Expenses to the extent Agent reasonably deems
necessary or appropriate for the performance and fulfillment of its functions,
powers, and obligations pursuant to the Loan Documents, including court costs,
attorneys fees and expenses, fees and expenses of financial accountants,
advisors, consultants, and appraisers, costs of collection by outside collection
agencies, auctioneer fees and expenses, and costs of security guards or
insurance premiums paid to maintain the Collateral, whether or not Borrower is
obligated to reimburse Agent or Lenders for such expenses pursuant to this
Agreement or otherwise.  Agent is authorized and directed to deduct
and retain sufficient amounts from the Collections of Parent and its
Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs
and expenses prior to the distribution of any amounts to Lenders (or Bank
Product Providers).  In the event Agent is not reimbursed for such
costs and expenses by Parent or its Subsidiaries, each Lender hereby agrees that
it is and shall be obligated to pay to Agent such Lender's Pro Rata Share
thereof.  Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand the Agent-Related Persons
(to the extent not reimbursed by or on behalf of Borrower and without limiting
the obligation of Borrower to do so), according to their Pro Rata Shares, from
and against any and all Indemnified Liabilities; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct nor shall any Lender be liable for the
obligations of any Defaulting Lender in failing to make an Advance or other
extension of credit hereunder.  Without limitation of the foregoing,
each Lender shall reimburse Agent upon demand for such Lender's Pro Rata Share
of any costs or out of pocket expenses (including attorneys, accountants,
advisors, and consultants fees and expenses) incurred by Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment, or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that Agent is not reimbursed for such expenses
by or on behalf of Borrower.  The undertaking in this Section shall
survive the payment of all Obligations hereunder and the resignation or
replacement of Agent.

     

    15.8.       Agent in
Individual Capacity.

     

    WFF and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, provide Bank Products to, acquire equity interests in, and
generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with Parent and its Subsidiaries and Affiliates
and any other Person party to any Loan Document as though WFF were not Agent
hereunder, and, in each case, without notice to or consent of the other members
of the Lender Group.  The other members of the Lender Group
acknowledge (and by its acceptance of the benefits of the Loan Documents, each
Bank Product Provider shall be deemed to acknowledge) that, pursuant to such
activities, WFF or its Affiliates may receive information regarding Parent or
its Affiliates or any other Person party to any Loan Documents that is subject
to confidentiality obligations in favor of Parent or such other Person and that
prohibit the disclosure of such information to the Lenders (or Bank Product
Providers), and the Lenders acknowledge (and by its acceptance of the benefits
of the Loan Documents, each Bank Product Provider shall be deemed to
acknowledge) that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver Agent will use its reasonable best
efforts to obtain), Agent shall not be under any obligation to provide such
information to them.  The terms "Lender" and "Lenders" include WFF in
its individual capacity.


    
      
         


      

      
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    15.9.       Successor
Agent.

     

    Agent may
resign as Agent upon 30 days prior written notice to the Lenders (unless such
notice is waived by the Required Lenders) and Borrower (unless such notice is
waived by Borrower; provided, that if an
Event of Default exists, Agent shall not be required to provide such notice to
Borrower) and without any notice to the Bank Product Providers.  If
Agent resigns under this Agreement, the Required Lenders shall be entitled, with
(so long as no Event of Default has occurred and is continuing) the consent of
Borrower (such consent not to be unreasonably withheld, delayed, or
conditioned), appoint a successor Agent for the Lenders (and the Bank Product
Providers).  If, at the time that Agent's resignation is effective, it
is acting as the Issuing Lender or the Swing Lender, such resignation shall also
operate to effectuate its resignation as the Issuing Lender or the Swing Lender,
as applicable, and it shall automatically be relieved of any further obligation
to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of
Credit, or to make Swing Loans.  If no successor Agent is appointed
prior to the effective date of the resignation of Agent, Agent may appoint,
after consulting with the Lenders and Borrower, a successor Agent.  If
Agent has materially breached or failed to perform any material provision of
this Agreement or of applicable law, the Required Lenders may agree in writing
to remove and replace Agent with a successor Agent from among the Lenders with
(so long as no Event of Default has occurred and is continuing) the consent of
Borrower (such consent not to be unreasonably withheld, delayed, or
conditioned).  In any such event, upon the acceptance of its
appointment as successor Agent hereunder, such successor Agent shall succeed to
all the rights, powers, and duties of the retiring Agent and the term "Agent"
shall mean such successor Agent and the retiring Agent's appointment, powers,
and duties as Agent shall be terminated.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 15 and Section 16 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.  If no successor Agent has accepted
appointment as Agent by the date which is 30 days following a retiring Agent's
notice of resignation, the retiring Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor
Agent as provided for above.

     

    15.10.     Lender in
Individual Capacity.

     

    Any
Lender and its respective Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, provide Bank Products to, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Parent and its
Subsidiaries and Affiliates and any other Person party to any Loan Documents as
though such Lender were not a Lender hereunder without notice to or consent of
the other members of the Lender Group (or the Bank Product
Providers).  The other members of the Lender Group acknowledge (and by
its acceptance of the benefits of the Loan Documents, each Bank Product Provider
shall be deemed to acknowledge) that, pursuant to such activities, such Lender
and its respective Affiliates may receive information regarding Parent or its
Affiliates or any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Parent or such other Person and that
prohibit the disclosure of such information to the Lenders, and the Lenders
acknowledge (and by its acceptance of the benefits of the Loan Documents, each
Bank Product Provider shall be deemed to acknowledge) that, in such
circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver such Lender will use its reasonable best efforts to
obtain), such Lender shall not be under any obligation to provide such
information to them.


    
      
         


      

      
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    15.11.     Collateral
Matters.

     

    (a)           The
Lenders hereby irrevocably authorize (and by its acceptance of the benefits of
the Loan Documents, each Bank Product Provider shall be deemed to authorize)
Agent to release any Lien on any Collateral (i) upon the termination of the
Revolver Commitments and payment and satisfaction in full by Borrower of all
Obligations, (ii) constituting property being sold or disposed of if a
release is required or desirable in connection therewith and if Borrower
certifies to Agent that the sale or disposition is permitted under Section 6.4 (and
Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting property in which Parent or its Subsidiaries owned no
interest at the time Agent's Lien was granted nor at any time thereafter,
(iv) constituting property leased to Parent or its Subsidiaries under a
lease that has expired or is terminated in a transaction permitted under this
Agreement, or (v) to the extent the Collateral is owned by any Guarantor, upon
the release of such Guarantor from its obligations under the
Guaranty.  The Lenders hereby irrevocably authorize (and by its
acceptance of the benefits of the Loan Documents, each Bank Product Provider
shall be deemed to authorize) Agent, based upon the instruction of the Required
Lenders, to credit bid and purchase (either directly or through one or more
acquisition vehicles) all or any portion of the Collateral at any sale thereof
conducted by Agent under the provisions of the Code or PPSA, as applicable,
including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof
conducted under the provisions of the Bankruptcy Code, including Section 363 of
the Bankruptcy Code (US law), or at any sale or foreclosure conducted by Agent
(whether by judicial action or otherwise) in accordance with applicable
law.  Except as provided above, Agent will not execute and deliver a
release of any Lien on any Collateral without the prior written authorization of
(y) if the release is of all or substantially all of the Collateral, all of
the Lenders (without requiring the authorization of the Bank Product Providers),
or (z) otherwise, the Required Lenders (without requiring the authorization
of the Bank Product Providers).  Upon request by Agent or Borrower at
any time, the Lenders will (and is so requested, the Bank Product Providers
will) confirm in writing Agent's authority to release any such Liens on
particular types or items of Collateral pursuant to this Section 15.11; provided, however, that
(1) Agent shall not be required to execute any document necessary to
evidence such release on terms that, in Agent's opinion, would expose Agent to
liability or create any obligation or entail any consequence other than the
release of such Lien without recourse, representation, or warranty, and
(2) such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or
obligations of any Loan Party in respect of) all interests retained by any Loan
Party, including, the proceeds of any sale, all of which shall continue to
constitute part of the Collateral.  The Lenders further hereby
irrevocably authorize (and by its acceptance of the benefits of the Loan
Documents, each Bank Product Provider shall be deemed to authorize) Agent, at
its option and in its sole discretion, to subordinate any Lien granted to or
held by Agent under any Loan Document to the holder of any Permitted Lien on
such property if such Permitted Lien secures Permitted Purchase Money
Indebtedness.


    
      
         


      

      
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    (b)           Agent
shall have no obligation whatsoever to any of the Lenders (or the Bank Product
Providers) to assure that the Collateral exists or is owned by Parent or its
Subsidiaries or is cared for, protected, or insured or has been encumbered, or
that Agent's Liens have been properly or sufficiently or lawfully created,
perfected, protected, or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent pursuant to any of the Loan
Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission, or event related thereto, subject to the terms and conditions
contained herein, Agent may act in any manner it may deem appropriate, in its
sole discretion given Agent's own interest in the Collateral in its capacity as
one of the Lenders and that Agent shall have no other duty or liability
whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing,
except as otherwise provided herein.

     

    15.12.     Restrictions
on Actions by Lenders; Sharing of Payments.

     

    (a)           Each
of the Lenders agrees that it shall not, without the express written consent of
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon
the written request of Agent, set off against the Obligations, any amounts owing
by such Lender to Parent or its Subsidiaries or any deposit accounts of Parent
or its Subsidiaries now or hereafter maintained with such
Lender.  Each of the Lenders further agrees that it shall not, unless
specifically requested to do so in writing by Agent, take or cause to be taken
any action, including, the commencement of any legal or equitable proceedings to
enforce any Loan Document against Borrower or any Guarantor or to foreclose any
Lien on, or otherwise enforce any security interest in, any of the
Collateral.

     

    (b)           If,
at any time or times any Lender shall receive (i) by payment, foreclosure,
setoff, or otherwise, any proceeds of Collateral or any payments with respect to
the Obligations, except for any such proceeds or payments received by such
Lender from Agent pursuant to the terms of this Agreement, or (ii) payments
from Agent in excess of such Lender's Pro Rata Share of all such distributions
by Agent, such Lender promptly shall (A) turn the same over to Agent, in
kind, and with such endorsements as may be required to negotiate the same to
Agent, or in immediately available funds, as applicable, for the account of all
of the Lenders and for application to the Obligations in accordance with the
applicable provisions of this Agreement, or (B) purchase, without recourse
or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received shall be applied ratably
as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the
extent that such excess payment received by the purchasing party is thereafter
recovered from it, those purchases of participations shall be rescinded in whole
or in part, as applicable, and the applicable portion of the purchase price paid
therefor shall be returned to such purchasing party, but without interest except
to the extent that such purchasing party is required to pay interest in
connection with the recovery of the excess payment.

     

    15.13.     Agency
for Perfection.

     

    Agent
hereby appoints each other Lender (and each Bank Product Provider) as its agent
(and each Lender hereby accepts (and by its acceptance of the benefits of the
Loan Documents, each Bank Product Provider shall be deemed to accept) such
appointment) for the purpose of perfecting Agent's Liens in assets which, in
accordance with Article 8 or Article 9, as
applicable, of the Code can be perfected by possession or
control.  Should any Lender obtain possession or control of any such
Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's
request therefor shall deliver possession or control of such Collateral to Agent
or in accordance with Agent's instructions.


    
      
         


      

      
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    15.14.     Payments
by Agent to the Lenders.

     

    All
payments to be made by Agent to the Lenders (or Bank Product Providers) shall be
made by bank wire transfer of immediately available funds pursuant to such wire
transfer instructions as each party may designate for itself by written notice
to Agent.  Concurrently with each such payment, Agent shall identify
whether such payment (or any portion thereof) represents principal, premium,
fees, or interest of the Obligations.

     

    15.15.     Concerning
the Collateral and Related Loan Documents.

     

    Each
member of the Lender Group authorizes and directs Agent to enter into this
Agreement and the other Loan Documents.  Each member of the Lender
Group agrees (and by its acceptance of the benefits of the Loan Documents, each
Bank Product Provider shall be deemed to agree) that any action taken by Agent
in accordance with the terms of this Agreement or the other Loan Documents
relating to the Collateral and the exercise by Agent of its powers set forth
therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders (and such Bank
Product Provider).

     

    15.16.     Audits
and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports
and Information.

     

    By
becoming a party to this Agreement, each Lender:

     

    (a)           is
deemed to have requested that Agent furnish such Lender, promptly after it
becomes available, a copy of each field audit or examination report respecting
Parent or its Subsidiaries (each a "Report" and
collectively, "Reports") prepared by
or at the request of Agent, and Agent shall so furnish each Lender with such
Reports,

     

    (b)           expressly
agrees and acknowledges that Agent does not (i) make any representation or
warranty as to the accuracy of any Report, and (ii) shall not be liable for any
information contained in any Report,

     

    (c)           expressly
agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that Agent or other party performing any audit or examination will
inspect only specific information regarding Parent and its Subsidiaries and will
rely significantly upon Parent's and its Subsidiaries' books and records, as
well as on representations of Loan Parties' personnel,

     

    (d)           agrees
to keep all Reports and other material, non-public information regarding Parent
and its Subsidiaries and their operations, assets, and existing and contemplated
business plans in a confidential manner in accordance with Section 17.9,
and


    
      
         


      

      
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    (e)           without
limiting the generality of any other indemnification provision contained in this
Agreement, agrees:  (i) to hold Agent and any other Lender
preparing a Report harmless from any action the indemnifying Lender may take or
fail to take or any conclusion the indemnifying Lender may reach or draw from
any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to Borrower, or the indemnifying
Lender's participation in, or the indemnifying Lender's purchase of, a loan or
loans of Borrower, and (ii) to pay and protect, and indemnify, defend and
hold Agent, and any such other Lender preparing a Report harmless from and
against, the claims, actions, proceedings, damages, costs, expenses, and other
amounts (including, attorneys fees and costs) incurred by Agent and any such
other Lender preparing a Report as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying
Lender.

     

    In
addition to the foregoing:  (x) any Lender may from time to time
request of Agent in writing that Agent provide to such Lender a copy of any
report or document provided by Parent or its Subsidiaries to Agent that has not
been contemporaneously provided by Parent or such Subsidiary to such Lender,
and, upon receipt of such request, Agent promptly shall provide a copy of same
to such Lender, (y) to the extent that Agent is entitled, under any
provision of the Loan Documents, to request additional reports or information
from Parent or its Subsidiaries, any Lender may, from time to time, reasonably
request Agent to exercise such right as specified in such Lender's notice to
Agent, whereupon Agent promptly shall request of Borrower the additional reports
or information reasonably specified by such Lender, and, upon receipt thereof
from Borrower, Agent promptly shall provide a copy of same to such Lender, and
(z) any time that Agent renders to Borrower a statement regarding the Loan
Account, Agent shall send a copy of such statement to each Lender.

     

    15.17.     Several
Obligations; No Liability.

     

    Notwithstanding
that certain of the Loan Documents now or hereafter may have been or will be
executed only by or in favor of Agent in its capacity as such, and not by or in
favor of the Lenders, any and all obligations on the part of Agent (if any) to
make any credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their
respective Revolver Commitments, to make an amount of such credit not to exceed,
in principal amount, at any one time outstanding, the amount of their respective
Revolver Commitments.  Nothing contained herein shall confer upon any
Lender any interest in, or subject any Lender to any liability for, or in
respect of, the business, assets, profits, losses, or liabilities of any other
Lender.  Each Lender shall be solely responsible for notifying its
Participants of any matters relating to the Loan Documents to the extent any
such notice may be required, and no Lender shall have any obligation, duty, or
liability to any Participant of any other Lender.  Except as provided
in Section
15.7, no member of the Lender Group shall have any liability for the acts
of any other member of the Lender Group.  No Lender shall be
responsible to Borrower or any other Person for any failure by any other Lender
(or Bank Product Provider) to fulfill its obligations to make credit available
hereunder, nor to advance for such Lender (or Bank Product Provider) or on its
behalf, nor to take any other action on behalf of such Lender (or Bank Product
Provider) hereunder or in connection with the financing contemplated
herein.


    
      
         


      

      
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              16.

            	
              WITHHOLDING
      TAXES.

            


    

     

    (a)           All
payments made by any Loan Party hereunder or under any note or other Loan
Document will be made without setoff, counterclaim, or other
defense.  In addition, all such payments will be made free and clear
of, and without deduction or withholding for, any present or future Taxes, and
in the event any deduction or withholding of Taxes is required, the Loan Parties
shall comply with the next sentence of this Section
16(a).  If any Taxes are so levied or imposed or are required
to be deducted or withheld, Loan Parties agree to deduct and withhold, and to
timely pay and remit, the full amount of such Taxes to the applicable
Governmental Authority in accordance with applicable laws, and to pay such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement, any note, or Loan Document, including any amount paid
pursuant to this Section 16(a) after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein; provided, however,
that Borrower shall not be required to increase any such amounts if the increase
in such amount payable results from Agent's or such Lender's own willful
misconduct or gross negligence (as finally determined by a court of competent
jurisdiction).  Borrower will furnish to Agent as promptly as possible
after the date the payment of any Tax is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by Loan
Parties.

     

    (b)           Loan
Parties agree to pay, in accordance with applicable law, any present or future
stamp, value added or documentary taxes or any other excise or property taxes,
charges, or similar levies (each an "Other Tax" and
collectively, "Other
Taxes") that arise from any payment made hereunder or under any of the
other Loan Documents or from the execution, delivery, performance, recordation,
or filing of, or otherwise with respect to this Agreement or any other Loan
Document.

     

    (c)           Each
Loan Party shall indemnify and hold harmless each Lender (including for purposes
of this section any Participant) and Agent for the full amount of Taxes and
Other Taxes imposed on or paid by such Person and any liability (including
penalties, interest and expenses) arising from or with respect to such taxes,
whether or not they were correctly or legally asserted.  Payment under
this indemnification shall be made within 30 days from the date Agent or the
relevant Lender makes written demand for it.  A certificate containing
reasonable detail as to the amount of such Taxes or Other Taxes submitted to a
Loan Party by Agent or the relevant Lender shall be conclusive evidence, absent
manifest error, of the amount due from such Loan Party to Agent or such
Lender.

     

    (d)           If
a Lender or Participant is entitled to claim an exemption or reduction from
United States withholding tax, such Lender or Participant agrees with and in
favor of Agent, to deliver to Agent (or, in the case of a Participant, to the
Lender granting the participation only) one of the following before receiving
its first payment under this Agreement:

     

    (i)           if
such Lender or Participant is entitled to claim an exemption from United States
withholding tax pursuant to the portfolio interest exception, (A) a
statement of the Lender or Participant, signed under penalty of perjury, that it
is not a (I) a "bank" as described in Section 881(c)(3)(A) of the IRC,
(II) a 10% shareholder of Borrower (within the meaning of Section
871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related
to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a
properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper
attachments);

     

    (ii)           if
such Lender or Participant is entitled to claim an exemption from, or a
reduction of, withholding tax under a United States tax treaty, a properly
completed and executed copy of IRS Form W-8BEN;


    
      
         


      

      
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    (iii)          if
such Lender or Participant is entitled to claim that interest paid under this
Agreement is exempt from United States withholding tax because it is effectively
connected with a United States trade or business of such Lender, a properly
completed and executed copy of IRS Form W-8ECI;

     

    (iv)          if
such Lender or Participant is entitled to claim that interest paid under this
Agreement is exempt from United States withholding tax because such Lender or
Participant serves as an intermediary, a properly completed and executed copy of
IRS Form W-8IMY (with proper attachments); or

     

    (v)           a
properly completed and executed copy of any other form or forms, including IRS
Form W-9, as may be required under the IRC or other laws of the United States as
a condition to exemption from, or reduction of, United States withholding or
backup withholding tax.

     

    Each
Lender or Participant shall provide new forms (or successor forms) upon the
expiration or obsolescence of any previously delivered forms and to promptly
notify Agent (or, in the case of a Participant, to the Lender granting the
participation only) of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.

     

    (e)           If
a Lender or Participant claims an exemption from withholding tax in a
jurisdiction other than the United States, such Lender or such Participant
agrees with and in favor of Agent, to deliver to Agent (or, in the case of a
Participant, to the Lender granting the participation only) any such form or
forms, as may be required under the laws of such jurisdiction as a condition to
exemption from, or reduction of, foreign withholding or backup withholding tax
before receiving its first payment under this Agreement, but only if such Lender
or such Participant is legally able to deliver such forms, provided, however, that nothing
in this Section
16(e) shall require a Lender or Participant to disclose any information
that it deems to be confidential (including without limitation, its tax
returns).

     

    (f)           If
a Lender or Participant claims exemption from, or reduction of, withholding tax
and such Lender or Participant sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of Borrower to such Lender or
Participant, such Lender or Participant agrees to notify Agent (or, in the case
of a sale of a participation interest, to the Lender granting the participation
only) of the percentage amount in which it is no longer the beneficial owner of
Obligations of Borrower to such Lender or Participant.  To the extent
of such percentage amount, Agent will treat such Lender's or such Participant's
documentation provided pursuant to Section 16(d) or
16(e) as no
longer valid.  With respect to such percentage amount, such
Participant or Assignee may provide new documentation, pursuant to Section 16(d) or
16(e), if
applicable.  Loan Parties agrees that each Participant shall be
entitled to the benefits of this Section 16 with
respect to its participation in any portion of the Revolver Commitments and the
Obligations so long as such Participant complies with the obligations set forth
in this Section
16 with respect thereto.


    
      
         


      

      
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    (g)           If
a Lender or a Participant is entitled to a reduction in the applicable
withholding tax, Agent (or, in the case of a Participant, to the Lender granting
the participation) may withhold from any interest payment to such Lender or such
Participant an amount equivalent to the applicable withholding tax after taking
into account such reduction.  If the forms or other documentation
required by Section
16(d) or 16(e) are not
delivered to Agent (or, in the case of a Participant, to the Lender granting the
participation), then Agent (or, in the case of a Participant, to the Lender
granting the participation) may withhold from any interest payment to such
Lender or such Participant not providing such forms or other documentation an
amount equivalent to the applicable withholding tax.

     

    (h)           If
the IRS or any other Governmental Authority of the United States or other
jurisdiction asserts a claim that Agent (or, in the case of a Participant, to
the Lender granting the participation) did not properly withhold tax from
amounts paid to or for the account of any Lender or any Participant due to a
failure on the part of the Lender or any Participant (because the appropriate
form was not delivered, was not properly executed, or because such Lender failed
to notify Agent (or such Participant failed to notify the Lender granting the
participation) of a change in circumstances which rendered the exemption from,
or reduction of, withholding tax ineffective, or for any other reason) such
Lender shall indemnify and hold Agent harmless (or, in the case of a
Participant, such Participant shall indemnify and hold the Lender granting the
participation harmless) for all amounts paid, directly or indirectly, by Agent
(or, in the case of a Participant, to the Lender granting the participation), as
tax or otherwise, including penalties and interest, and including any taxes
imposed by any jurisdiction on the amounts payable to Agent (or, in the case of
a Participant, to the Lender granting the participation only) under this Section 16, together
with all costs and expenses (including attorneys fees and
expenses).  The obligation of the Lenders and the Participants under
this subsection shall survive the payment of all Obligations and the resignation
or replacement of Agent.

     

    (i)       
    If Agent or a Lender determines, in its sole discretion,
that it has received a refund of any Taxes as to which it has been indemnified
by Loan Parties or with respect to which Loan Parties have paid additional
amounts pursuant to this Section 16, so long
as no Default or Event of Default has occurred and is continuing, it shall pay
over such refund to Borrower (but only to the extent of payments made, or
additional amounts paid, by Loan Parties under this Section 16 with
respect to Taxes giving rise to such a refund), net of all out-of-pocket
expenses of Agent or such Lender and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such a refund);
provided, that
Borrower, upon the request of Agent or such Lender, agrees to repay the amount
paid over to Borrower (plus any penalties, interest or other charges, imposed by
the relevant Governmental Authority, other than such penalties, interest or
other charges imposed as a result of the willful misconduct or gross negligence
of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is
required to repay such refund to such Governmental
Authority.  Notwithstanding anything in this Agreement to the
contrary, this Section
16 shall not be construed to require Agent or any Lender to make
available its tax returns (or any other information which it deems confidential)
to any Loan Party or any other Person or to require Agent or any Lender to
depart from its customary practices and positions with respect to its
taxes.

     

    
      	
              17.

            	
              GENERAL
      PROVISIONS.

            


    

     

    17.1.       Effectiveness.

     

    This
Agreement shall be binding and deemed effective when executed by Parent,
Borrower, each other Loan Party whose signature is provided for on the signature
pages hereof, Agent, and each Lender whose signature is provided for on the
signature pages hereof, and shall be deemed delivered in the State of New
York.


    
      
         


      

      
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    17.2.       Section
Headings.

     

    Headings
and numbers have been set forth herein for convenience only.  Unless
the contrary is compelled by the context, everything contained in each Section
applies equally to this entire Agreement.

     

    17.3.       Interpretation.

     

    Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed
against the Lender Group or Parent or Borrower, whether under any rule of
construction or otherwise.  On the contrary, this Agreement has been
reviewed by all parties and shall be construed and interpreted according to the
ordinary meaning of the words used so as to accomplish fairly the purposes and
intentions of all parties hereto.

     

    17.4.       Severability
of Provisions.

     

    Each
provision of this Agreement shall be severable from every other provision of
this Agreement for the purpose of determining the legal enforceability of any
specific provision.

     

    17.5.       Bank
Product Providers.

     

    Each Bank
Product Provider shall be deemed a third party beneficiary hereof and of the
provisions of the other Loan Documents for purposes of any reference in a Loan
Document to the parties for whom Agent is acting.  Agent hereby agrees
to act as agent for such Bank Product Providers and, by virtue of providing a
Bank Product, each Bank Product Provider shall be automatically deemed to have
appointed Agent as its agent; it being understood and agreed that the rights and
benefits of each Bank Product Provider under the Loan Documents consist
exclusively of such Bank Product Provider's being a beneficiary of the Liens and
security interests (and, if applicable, guarantees) granted to Agent and the
right to share in payments and collections out of the Collateral as more fully
set forth herein. In connection with any such distribution of payments and
collections, Agent shall be entitled to assume no amounts are owing to any Bank
Product Provider unless such Bank Product Provider has provided written
notification to Agent of the amount that is owing to it and such notification is
received by Agent a reasonable period of time prior to the making of such
distribution.

     

    17.6.       Debtor-Creditor
Relationship.

     

    The
relationship between the Lenders and Agent, on the one hand, and the Loan
Parties, on the other hand, is solely that of creditor and debtor.  No
member of the Lender Group has (or shall be deemed to have) any fiduciary
relationship or duty to any Loan Party arising out of or in connection with the
Loan Documents or the transactions contemplated thereby, and there is no agency
or joint venture relationship between the members of the Lender Group, on the
one hand, and the Loan Parties, on the other hand, by virtue of any Loan
Document or any transaction contemplated therein.


    
      
         


      

      
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    17.7.       Counterparts;
Electronic Execution.

     

    This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement.  Delivery of an executed
counterpart of this Agreement by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed
counterpart of this Agreement.  Any party delivering an executed
counterpart of this Agreement by telefacsimile or other electronic method of
transmission also shall deliver an original executed counterpart of this
Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this
Agreement.  The foregoing shall apply to each other Loan Document
mutatis
mutandis.

     

    17.8.       Revival
and Reinstatement of Obligations.

     

    If the
incurrence or payment of the Obligations by Borrower or Guarantors or the
transfer to the Lender Group of any property should for any reason subsequently
be asserted, or declared, to be void or voidable under any applicable law
relating to creditors' rights, including provisions of the applicable law
relating to fraudulent conveyances, preferences, or other voidable or
recoverable payments of money or transfers of property (each, a "Voidable Transfer"),
and if the Lender Group is required to repay or restore, in whole or in part,
any such Voidable Transfer, or elects to do so upon the reasonable advice of its
counsel, then, as to any such Voidable Transfer, or the amount thereof that the
Lender Group is required or elects to repay or restore, and as to all reasonable
costs, expenses, and attorneys fees of the Lender Group related thereto, the
liability of Borrower and Guarantors automatically shall be revived, reinstated,
and restored and shall exist as though such Voidable Transfer had never been
made.


    
      
         


      

      
        -75-

        
          

        

      

      
         


      

    

     

    17.9.       Confidentiality.

     

    (a)           Agent
and Lenders each individually (and not jointly or jointly and severally) agree
that non-public information furnished by or on behalf of Parent and its
Subsidiaries which is (x) identified in writing by Parent or such Subsidiary as
being confidential at the time such information is furnished or (y) of the type
that is customarily considered to be confidential in nature ("Confidential
Information") shall be treated by Agent and the Lenders in a confidential
manner in accordance with its customary procedures for handling confidential
information of this nature, and shall not be disclosed by Agent and the Lenders
to Persons who are not parties to this Agreement, except:  (i) to
attorneys for and other advisors, accountants, auditors, and consultants to any
member of the Lender Group ("Lender Group
Representatives"), (ii) to Subsidiaries and Affiliates of any member
of the Lender Group (including the Bank Product Providers), provided that any
such Subsidiary or Affiliate shall have agreed to receive such information
hereunder subject to the terms of this Section 17.9,
(iii) as may be required by regulatory authorities so long as such
authorities are informed of the confidential nature of such information,
(iv) as may be required by statute, decision, or judicial or administrative
order, rule, or regulation; provided, that
(x) prior to any disclosure under this clause (iv), the disclosing party
agrees to provide Borrower with prior notice thereof, to the extent that it is
practicable to do so and to the extent that the disclosing party is permitted to
provide such prior notice to Borrower pursuant to the terms of the applicable
statute, decision, or judicial or administrative order, rule, or regulation and
(y) any disclosure under this clause (iv) shall be limited to the portion
of the Confidential Information as may be required by such statute, decision, or
judicial or administrative order, rule, or regulation, (v) as may be agreed
to in advance by Borrower or as requested or required by any Governmental
Authority pursuant to any subpoena or other legal process, provided, that,
(x) prior to any disclosure under this clause (v) the disclosing party
agrees to provide Borrower with prior notice thereof, to the extent that it is
practicable to do so and to the extent that the disclosing party is permitted to
provide such prior notice to Borrower pursuant to the terms of the subpoena or
other legal process and (y) any disclosure under this clause (v) shall be
limited to the portion of the Confidential Information as may be required by
such governmental authority pursuant to such subpoena or other legal process,
(vi) as to any such information that is or becomes generally available to
the public (other than as a result of prohibited disclosure by Agent, the
Lenders, or the Lender Group Representatives or Subsidiaries or Affiliates of
any member of the Lender Group including the Bank Product Providers),
(vii) in connection with any assignment, participation or pledge of any
Lender's interest under this Agreement, provided that any such assignee,
participant, or pledgee shall have agreed in writing to receive such information
hereunder subject to the terms of this Section, (viii) in connection with
any litigation or other adversary proceeding involving parties hereto which such
litigation or adversary proceeding involves claims related to the rights or
duties of such parties under this Agreement or the other Loan Documents; provided, that, prior
to any disclosure to any Person (other than any Loan Party, Agent, any Lender,
any of their respective Affiliates, or their respective counsel) under this
clause (viii) with respect to litigation involving any Person (other than
Borrower, Agent, any Lender, any of their respective Affiliates, or their
respective counsel), the disclosing party agrees to provide Borrower with prior
notice thereof, and (ix) after the occurrence and during the continuance of
an Event of Default, in connection with, and to the extent reasonably necessary
for, the exercise of any secured creditor remedy under this Agreement or under
any other Loan Document.

     

    (b)           Anything
in this Agreement to the contrary notwithstanding, Agent may provide information
concerning the terms and conditions of this Agreement and the other Loan
Documents to loan syndication and pricing reporting services.

     

    17.10.     Lender
Group Expenses.

     

    Borrower
agrees to pay any and all Lender Group Expenses promptly after demand therefore
by Agent and agrees that its obligations contained in this Section 17.10 shall
survive payment or satisfaction in full of all other Obligations.

     

    17.11.     USA
PATRIOT Act.

     

    Each
Lender that is subject to the requirements of the Patriot Act hereby notifies
Borrower that pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies Borrower, which information
includes the name and address of Borrower and other information that will allow
such Lender to identify Borrower in accordance with the Patriot
Act.


    
      
         


      

      
        -76-

        
          

        

      

      
         


      

    

     

    17.12.     Integration.

     

    This
Agreement, together with the other Loan Documents, reflects the entire
understanding of the parties with respect to the transactions contemplated
hereby and shall not be contradicted or qualified by any other agreement, oral
or written, before the date hereof.

     

    17.13.     Determinations;
Judgment Currency.

     

    (a)           This
is an international financial transaction in which the specification of a
currency and payment is of the essence.  Dollars shall be the currency
of account in the case of all payments pursuant to or arising under this
Agreement or under any other Loan Document, and all such payments shall be made
to Agent's Account in immediately available funds.  To the fullest
extent permitted by applicable law, the Obligations of Borrower to Agent and the
Lenders under this Agreement and under the other Loan Documents shall not be
discharged by any amount paid in any currency other than Dollars or in any other
manner than to Agent's Account to the extent that the amount so paid after
conversion under this Agreement and transfer to Agent's Account does not yield
the amount of Dollars with respect to Obligations owing to Lenders due under
this Agreement and under the other Loan Documents.  If, for the
purposes of obtaining or enforcing judgment against Borrower in any court in any
jurisdiction in connection with this Agreement or any Loan Document, it becomes
necessary to convert into any other currency (such other currency being referred
to as the "Judgment
Currency") an amount due under this Agreement or any Loan Document in
Dollars, the conversion shall be made at the rate of exchange prevailing on the
Business Day immediately preceding (a) the date of actual payment of the
amount due, in the case of any proceeding in the courts of any jurisdiction that
would give effect to such conversion being made on such date, or (b) the
date on which the judgment is given, in the case of any proceeding in the courts
of any other jurisdiction (the applicable date as of which such conversion is
made pursuant to this Section 17.13
being hereinafter referred to as the "Judgment Conversion
Date").

     

    (b)           If,
in the case of any proceeding in the court of any jurisdiction referred to in
subsection (a) above, there is a change in the rate of exchange prevailing
between the Judgment Conversion Date and the date of actual receipt for value of
the amount due, Borrower shall pay such additional amount (if any and in any
event not a lesser amount) as may be necessary to ensure that the amount
actually received in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of Dollars
which could have been purchased with the amount of the Judgment Currency
stipulated in the judgment or judicial order at the rate of exchange prevailing
on the Judgment Conversion Date.  The term "rate of exchange" in this
Section means the spot rate of exchange at which Agent would, on the relevant
date at or about 10:30 a.m. (New York time), be prepared to sell Dollars against
the Judgment Currency.

     

    (c)           Any
amount due from Borrower under this Section 17.13 shall
not be affected by judgment being obtained for any other amounts due under or in
respect of this Agreement or any Loan Document.

     

    (d)           Where
any amount is denominated in Dollars under this Agreement but requires for its
determination an amount which is determined in another currency, Agent shall
determine the applicable exchange rate in its sole Permitted
Discretion.


    
      
         


      

      
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    17.14.     Senior
Indebtedness.

     

    For the
avoidance of doubt, the Obligations constitute "Senior Indebtedness" under the
Convertible Subordinated Debt Documents.

     

    [Signature
pages to follow.]


    
      
         


      

      
        -78-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and delivered as of the
date first above written.

    


    
      
        
          
            
              
                	
                        MDC
      PARTNERS INC., a federal company

                      
	
                        organized
      under the laws of Canada

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ Robert E. Dickson

                      
	
                        Name:

                      	
                         Robert
      E. Dickson

                      
	
                        Title:

                      	
                         Managing
      Director

                      
	 	 
	
                        By:

                      	
                        /s/ Glenn Gibson

                      
	
                        Name:

                      	
                         Glenn
      Gibson

                      
	
                        Title:

                      	
                         Senior
      Vice
President

                      


              

            

          

        

      

    

    


    
      
        	
                MAXXCOM
      INC.,

              
	
                a
      Delaware corporation

              
	 
      	 
      
	
                By:

              	
                /s/ Mitchell Gendel

              
	
                Name:

              	
                 Mitchell
      Gendel

              
	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      
	
                By:

              	
                /s/ Michael Sabatino

              
	
                Name:

              	
                 Michael
      Sabatino

              
	
                Title:

              	
                 Authorized
      Signatory

              


      

    

     

    Signature Page to Credit Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                for
      purposes of Sections 4, 5, 6 and 16 of this Agreement:

              
	 
      
	
                ACCENT
      MARKETING SERVICES, L.L.C.,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                ADRENALINA
      LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                ATTENTION
      PARTNERS LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                BRUCE
      MAU DESIGN (USA) LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                COLLE
      & MCVOY LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                COLLE
      & MCVOY, INC.,

              
	
                a
      Minnesota corporation

              
	 
      
	
                COMPANY
      C COMMUNICATIONS, INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                COMPANY
      C COMMUNCATIONS LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                CPB
      ACQUISITION INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                CRISPIN
      PORTER & BOGUSKY LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                DOTGLU
      LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                FLETCHER
      MARTIN LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                HELLO
      ACQUISITION INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                HL
      GROUP PARTNERS LLC,

              
	
                a
      Delaware limited liability
company

              


      

    

     

    Signature Page to Credit Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                HW
      ACQUISITION LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                KBP
      HOLDINGS LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                KIRSHENBAUM
      BOND & PARTNERS LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                KIRSHENBAUM
      BOND & PARTNERS WEST LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                MARGEOTES
      FERTITTA POWELL LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                MAXXCOM
      (USA) FINANCE COMPANY,

              
	
                a
      Delaware corporation

              
	 
      
	
                MAXXCOM
      (USA) HOLDINGS INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                MDC
      ACQUISITION INC.,

              
	
                a
      Delaware Corporation

              
	 
      
	
                MDC
      CORPORATE (US) INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                MDC
      TRAVEL, INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                MDC/KBP
      ACQUISITION INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                MF+P
      ACQUISITION CO.,

              
	
                a
      Delaware corporation

              
	 
      
	
                MONO
      ADVERTISING, LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                NORTHSTAR
      RESEARCH GP LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                NORTHSTAR
      RESEARCH HOLDINGS USA LP,

              
	
                a
      Delaware limited partnership

              
	 
      
	
                NORTHSTAR
      RESEARCH PARTNERS (USA) LLC,

              
	
                a
      Delaware limited liability
company

              


      

    

     

    Signature Page to Credit Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                REDSCOUT
      LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                SKINNY
      NYC LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                SOURCE
      MARKETING LLC,

              
	
                a
      New York limited liability company

              
	 
      
	
                TARGETCOM
      LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                TC
      ACQUISITION INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                TRACK
      21 LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                TRAFFIC
      GENERATORS, LLC,

              
	
                a
      Georgia limited liability company

              
	 
      
	
                TREND
      CORE, LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                VITROROBERTSON
      LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                YAMAMOTO
      MOSS MACKENZIE, INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                ZG
      ACQUISITION INC.,

              
	
                a
      Delaware corporation

              
	 
      
	
                ZIG
      (USA) LLC,

              
	
                a
      Delaware limited liability company

              
	 
      
	
                ZYMAN
      GROUP, LLC,

              
	
                a
      Delaware limited liability
company

              


      

    

    


    
      
        	
                By:

              	
                /s/ Mitchell Gendel

              
	
                Name:

              	
                 Mitchell
      Gendel

              
	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      
	
                By:

              	
                /s/ Michael Sabatino

              
	
                Name:

              	
                 Michael
      Sabatino

              
	
                Title:

              	
                 Authorized
      Signatory

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    HELLO
      DESIGN, LLC,

                  
	 
      	
                    a
      California limited liability company

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Mitchell Gendel

                  
	 
      	
                    Name:

                  	
                     Mitchell
      Gendel

                  
	 
      	
                    Title:

                  	
                     Authorized
      Signatory

                  
	 	 	 
	 
      	
                    By:

                  	
                    /s/ David Lai

                  
	 
      	
                    Name:

                  	
                     David
      Lai

                  
	 
      	
                    Title:

                  	
                     Authorized
      Signatory

                  


          

        

      

    

     

    
      
        	 
      	
                ASHTON
      POTTER CANADA INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Managing
      Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

    


    
      
        	 
      	
                MAXXCOM
      INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Executive
      Vice-President

              


      

    

    
       

      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                HENDERSON
      BAS, an Ontario general partnership,

                by
      the members of its management committee

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Member

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Member

              


      

    

    


    
      
        	 
      	
                COMPUTER
      COMPOSITION OF CANADA INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	
                 

              	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

    


    
      
        	 
      	
                BRUCE
      MAU DESIGN INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                BRUCE
      MAU HOLDINGS LTD.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Treasurer

              


      

    

     

    
      
        	 
      	
                ALLARD
      JOHNSON COMMUNICATIONS INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Richard Brott

              
	 
      	
                Name:

              	
                 Richard
      Brott

              
	 
      	
                Title:

              	
                 Director

              


      

    

    


    
      
        	 
      	
                TREE
      CITY INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                VERITAS
      COMMUNICATIONS INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

    


    
      
        	 
      	
                656712
      ONTARIO LIMITED,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Director

              


      

    

     

    
      
        	 
      	
                NORTHSTAR
      RESEARCH HOLDINGS CANADA

                INC.,
      an Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Gavin Swartzman

              
	 
      	
                Name:

              	
                 Gavin
      Swartzman

              
	 
      	
                Title:

              	
                 Director

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                NORTHSTAR
      RESEARCH PARTNERS INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Gavin Swartzman

              
	 
      	
                Name:

              	
                 Gavin
      Swartzman

              
	 
      	
                Title:

              	
                 Director

              


      

    

    


    
      
        
          	 
      	
                  X
      CONNECTIONS INC., an Ontario corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert E. Dickson

                
	 
      	
                  Name:

                	
                   Robert
      E. Dickson

                
	 
      	
                  Title:

                	
                   Director

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Glenn Gibson

                
	 
      	
                  Name:

                	
                   Glenn
      Gibson

                
	 
      	
                  Title:

                	
                   Director

                


        

      

    

    


    
      
        	 
      	
                STUDIO
      PICA INC., a federal company organized 

              
	 
      	
                under
      the laws of Canada

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Richard Brott

              
	 
      	
                Name:

              	
                 Richard
      Brott

              
	 
      	
                Title:

              	
                 Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Terry Johnson

              
	 
      	
                Name:

              	
                 Terry
      M. Johnson

              
	 
      	
                Title:

              	
                 Director

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 
      	
                ZIG
      INC., an Ontario corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              


      

    

    


    
      
        	 
      	
                ACCUMARK
      COMMUNICATIONS INC.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              


      

    

    


    
      
        	 
      	
                MAXXCOM
      (NOVA SCOTIA) CORP.,

              
	 
      	
                a
      Nova Scotia corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 
      	
                BRYAN
      MILLS IRADESSO CORP.,

              
	 
      	
                an
      Ontario corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Dickson

              
	 
      	
                Name:

              	
                 Robert
      E. Dickson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glenn Gibson

              
	 
      	
                Name:

              	
                 Glenn
      Gibson

              
	 
      	
                Title:

              	
                 Authorized
      Signatory

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 
      	
                WELLS
      FARGO FOOTHILL, LLC,

              
	 
      	
                a
      Delaware limited liability company, as Agent and as a

                Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Samantha Alexander

              
	 
      	
                Name:

              	
                 Samantha
      Alexander

              
	 
      	
                Title:

              	
                 Vice
      President

              


      

    

     

    
      Signature
Page to Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
1.1

    


    As used
in the Agreement, the following terms shall have the following
definitions:

     

    "Accent Marketing"
means Accent Marketing, L.L.C., a Delaware limited liability company, including
it direct or indirect wholly-owned operating Subsidiaries.

     

    "Account" means an
account (as that term is defined in the Code).

     

    "Account Debtor" means
any Person who is obligated on an Account, chattel paper, or a general
intangible.

     

    "Accounting Changes"
means changes in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards Board
of the American Institute of Certified Public Accountants (or successor thereto
or any agency with similar functions)

     

    "ACH Transactions"
means any cash management or related services (including the Automated Clearing
House processing of electronic fund transfers through the direct Federal Reserve
Fedline system) provided by a Bank Product Provider for the account of Parent or
its Subsidiaries.

     

    "Acquired
Indebtedness" means Indebtedness of a Person whose assets or Stock is
acquired by Parent or any of its Subsidiaries in a Permitted Acquisition; provided, however, that such
Indebtedness (a) is either Purchase Money Indebtedness or a Capital Lease
with respect to Equipment or mortgage financing with respect to Real Property,
(b) was in existence prior to the date of such Permitted Acquisition, and
(c) was not incurred in connection with, or in contemplation of, such
Permitted Acquisition.

     

    "Acquisition" means
(a) the purchase or other acquisition by a Person or its Subsidiaries of assets
of (or any division or business line of) any other Person, or (b) the purchase
or other acquisition (whether by means of a merger, amalgamation, consolidation,
or otherwise) by a Person or its Subsidiaries of Stock of any other
Person.

     

    "Additional Documents"
has the meaning specified therefor in Section 5.12 of the
Agreement.

     

    "Advances" has the
meaning specified therefor in Section 2.1(a) of the
Agreement.

     

    "Affected Lender" has
the meaning specified therefor in Section 2.13(b) of
the Agreement.

     

    
      
         

      

      
        Schedule 3.1 – Page 1

        
          

        

      

      
         

      

    

     

    "Affiliate" means, as
applied to any Person, any other Person who controls, is controlled by, or is
under common control with, such Person.  For purposes of this
definition, "control" means the possession, directly or indirectly through one
or more intermediaries, of the power to direct the management and policies of a
Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for
purposes of the definition of Eligible Accounts and Section 6.12 of the
Agreement:  (a) any Person which owns directly or indirectly 10%
or more of the Stock having ordinary voting power for the election of directors
or other members of the governing body of a Person or 10% or more of the
partnership or other ownership interests of a Person (other than as a limited
partner of such Person) shall be deemed an Affiliate of such Person,
(b) each director (or comparable manager) of a Person shall be deemed to be
an Affiliate of such Person, and (c) each partnership in which a Person is
a general partner shall be deemed an Affiliate of such Person.

     

    "Agent" has the
meaning specified therefor in the preamble to the Agreement.

     

    "Agent-Related
Persons" means Agent, together with its Affiliates, officers, directors,
employees, attorneys, and agents.

     

    "Agent's Account"
means the Deposit Account of Agent identified on Schedule
A-1.

     

    "Agent's Liens" means
the Liens granted by Parent or its Subsidiaries to Agent under the Loan
Documents.

     

    "Agreement" means the
Credit Agreement to which this Schedule 1.1 is
attached.

     

    "Applicable Excess
Availability Amount" means $25,000,000; provided, that if a
Revolver Increase has been made in accordance with Section 2.2 of the
Agreement, Applicable Excess Availability Amount means an amount equal to
$25,000,000 plus 40% of the aggregate amount of Revolver Increases.

     

    "Application Event"
means the occurrence of (a) a failure by Borrower to repay all of the
Obligations on the Maturity Date, or (b) an Event of Default and the
election by Agent or the Required Lenders to require that payments and proceeds
of Collateral be applied pursuant to Section 2.4(b)(ii) of
the Agreement.

     

    "Assignee" has the
meaning specified therefor in Section 13.1(a) of
the Agreement.

     

    "Assignment and
Acceptance" means an Assignment and Acceptance Agreement substantially in
the form of Exhibit
A-1.

     

    "Authorized Person"
means any one of the individuals identified on Schedule A-2, as such
schedule is updated from time to time by written notice from Borrower to
Agent.

     

    "Availability" means,
as of any date of determination, the amount that Borrower is entitled to borrow
as Advances under Section 2.1 of the
Agreement (after giving effect to all then outstanding Obligations (other than
Bank Product Obligations)).

     

    "Bank Product" means
any financial accommodation extended to Parent or its Subsidiaries by a Bank
Product Provider (other than pursuant to the Agreement)
including:  (a) credit cards, (b) credit card processing
services, (c) debit cards, (d) purchase cards (including so-called
"procurement cards" or "P-cards"), (e) ACH Transactions, (f) cash
management, including controlled disbursement, accounts or services, or
(g) transactions under Hedge Agreements.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 2

        
          

        

      

      
        
        

      

    

     

    "Bank Product
Agreements" means those agreements entered into from time to time by
Parent or its Subsidiaries with a Bank Product Provider in connection with the
obtaining of any of the Bank Products.

     

    "Bank Product
Collateralization" means providing cash collateral (pursuant to
documentation reasonably satisfactory to Agent) to be held by Agent for the
benefit of the Bank Product Providers in an amount reasonably determined by
Agent as sufficient to satisfy the reasonably estimated credit exposure with
respect to the then existing Bank Product Obligations.

     

    "Bank Product
Obligations" means (a) all obligations, liabilities, reimbursement
obligations, fees, or expenses owing by Parent or its Subsidiaries to any Bank
Product Provider pursuant to or evidenced by a Bank Product Agreement and
irrespective of whether for the payment of money, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
(b) all obligations of Borrower to reimburse an Underlying Issuer in
respect of Underlying Letters of Credit, and (c) all amounts that Parent or
its Subsidiaries are obligated to reimburse to Agent or any member of the Lender
Group as a result of Agent or such member of the Lender Group purchasing
participations from, or executing guarantees or indemnities or reimbursement
obligations to, a Bank Product Provider with respect to the Bank Products
provided by such Bank Product Provider to Parent or its
Subsidiaries.

     

    "Bank Product
Provider" means Wells Fargo or any of its Affiliates.

     

    "Bank Product Reserve"
means, as of any date of determination, the amount of reserves that Agent has
established (based upon the Bank Product Providers' reasonable and good faith
determination of the credit exposure of Parent and its Subsidiaries in respect
of Bank Products; provided, that Agent
shall have no obligation to establish a Bank Product Reserve) in respect of Bank
Products then provided or outstanding.

     

    "Bankruptcy Code"
means (i) title 11 of the United States Code, (ii) the Bankruptcy and
Insolvency Act (Canada), (iii) the Companies' Creditors Arrangement Act
(Canada), (iv) Winding-up and Restructuring Act (Canada), and/or
(v) any similar legislation in a relevant jurisdiction, in each case as
applicable and as in effect from time to time.

     

    "Base LIBOR Rate"
means the greater of (a) 1.50 percent per annum, and (b) the rate per
annum rate appearing on Bloomberg L.P.'s (the "Service") Page
BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute
page of such Service, or any successor to or substitute for such Service) 2
Business Days prior to the commencement of the requested Interest Period, for a
term and in an amount comparable to the Interest Period (which Interest Period
shall be 3 months) and the amount of the LIBOR Rate Loan requested (whether as
an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a
conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance
with the Agreement, which determination shall be conclusive in the absence of
manifest error.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 3

        
          

        

      

      
        
        

      

    

     

    "Base Rate" means the
greater of (a) the Federal Funds Rate plus 1⁄2% and (b) the rate of
interest announced, from time to time, within Wells Fargo at its principal
office in San Francisco as its "prime rate", with the understanding that the
"prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of
such rates) and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto and is evidenced by the
recording thereof after its announcement in such internal publications as Wells
Fargo may designate.

     

    "Base Rate Loan" means
each portion of the Advances that bears interest at a rate determined by
reference to the Base Rate.

     

    "Base Rate Margin"
means, as of any date of determination (with respect to any portion of the
outstanding Advances on such date that is a Base Rate Loan), the applicable
margin set forth in the following table that corresponds to the most recent TTM
EBITDA calculation delivered to Agent pursuant to Section 5.1 of the
Agreement (the "TTM
EBITDA Calculation"); provided, however, that for the
period from the Closing Date through the date Agent receives the TTM EBITDA
Calculation in respect of the testing period ending December 31, 2009, the Base
Rate Margin shall be at the margin in the row styled "Level IV":

     

    
      
        
          
            
              
                
                  	
                          Level

                        	 
      	
                          TTM EBITDA Calculation

                        	 
      	
                          Base Rate Margin

                        	 
	
                          I

                        	 
      	
                          If
      TTM EBITDA is greater than or equal to $85,000,000

                        	 
      	
                          2.25
      percentage points

                        	 
	
                          II

                        	 
      	
                          If
      TTM EBITDA is less than $85,000,000 but greater than or equal to
      $75,000,000

                        	 
      	
                          2.50
      percentage points

                        	 
	
                          III

                        	 
      	
                          If
      TTM EBITDA is less than $75,000,000 but greater than or equal to
      $65,000,000

                        	 
      	
                          2.75
      percentage points

                        	 
	
                          IV

                        	
                            

                        	
                          If
      TTM EBITDA is less than $65,000,000

                        	
                            

                        	
                          3.00
      percentage points

                        	 


                

              

            

          

        

      

    

    


    Except as
set forth in the foregoing proviso and in the last sentence of this definition,
the Base Rate Margin shall be based upon the most recent TTM EBITDA Calculation,
which will be calculated as of the end of each fiscal quarter.  Except
as set forth in the foregoing proviso, the Base Rate Margin shall be
re-determined quarterly on the first day of the month following the date of
delivery to Agent of the certified calculation of the TTM EBITDA pursuant to
Section 5.1 of
the Agreement for the most recently ended fiscal quarter; provided, however, that if
Borrower fails to provide such certification when such certification is due, the
Base Rate Margin shall be set at the margin in the row styled "Level IV" as of
the first day of the month following the date on which the certification was
required to be delivered until the date on which such certification is delivered
(on which date (but not retroactively), without constituting a waiver of any
Default or Event of Default occasioned by the failure to timely deliver such
certification, the Base Rate Margin shall be set at the margin based upon the
calculations disclosed by such certification.  In the event that the
information regarding the TTM EBITDA contained in any certificate delivered
pursuant to Section
5.1 of the Agreement is shown to be inaccurate, and such inaccuracy, if
corrected, would have led to the application of a higher Base Rate Margin for
any period (a "Base
Rate Period") than the Base Rate Margin actually applied for such Base
Rate Period, then (i) Borrower shall immediately deliver to Agent a correct
certificate for such Base Rate Period, (ii) the Base Rate Margin shall be
determined as if the correct Base Rate Margin (as set forth in the table above)
were applicable for such Base Rate Period, and (iii) Borrower shall
immediately deliver to Agent full payment in respect of the accrued additional
interest as a result of such increased Base Rate Margin for such Base Rate
Period, which payment shall be promptly applied by Agent to the affected
Obligations.  Notwithstanding anything contained herein to the
contrary, if an Event of Default exists, the Base Rate Margin shall be set at
the margin in the row styled "Level IV" until such Event of Default is
waived.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 4

        
          

        

      

      
        
        

      

    

     

    "Benefit Plan" means a
"defined benefit plan" (as defined in Section 3(35) of ERISA) for which Parent
or any of its Subsidiaries or ERISA Affiliates has been an "employer" (as
defined in Section 3(5) of ERISA) within the past six years.

     

    "Board of Directors"
means the board of directors (or comparable managers) of any Loan Party or any
committee thereof duly authorized to act on behalf of the board of directors (or
comparable managers).

     

    "Borrower" has the
meaning specified therefor in the preamble to the Agreement.

     

    "Borrowing" means a
borrowing hereunder consisting of Advances made on the same day by the Lenders
(or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or
by Agent in the case of a Protective Advance.

     

    "Borrowing Base"
means, as of any date of determination prior to the Borrowing Base Trigger Date,
Borrowing Base I, and as of any date of determination on and after the Borrowing
Base Trigger Date, Borrowing Base II.

     

    "Borrowing Base I"
means, as of any date of determination, the Dollar Equivalent of the result
of:

     

    (a)           80%
of the amount of Eligible Balance Sheet Billed Accounts, plus

     

    (b)           50%
of Eligible Balance Sheet Unbilled Accounts, minus

     

    (c)           the
sum of (i) $5,000,000 and (ii) the aggregate amount of reserves, if
any, established by Agent under Section 2.1(c) of the
Agreement;

     

    provided, that the
aggregate Availability attributable to Eligible Balance Sheet Billed Accounts
and Eligible Balance Sheet Unbilled Availability of Foreign Loan Parties shall
not exceed the Dollar Equivalent of $7,500,000.

     

    "Borrowing Base II"
means, as of any date of determination the Dollar Equivalent of the result
of:

     

    (a)           85%
of the amount of Eligible Accounts, less the amount, if any, of
the Dilution Reserve, minus

     

    (b)           the
aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the
Agreement.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 5

        
          

        

      

      
        
        

      

    

     

    "Borrowing Base
Certificate" means a certificate in the form of Exhibit B-1; provided, that on and
after the Borrowing Base Trigger Date, "Borrowing Base Certificate" means a
certificate in the form of Exhibit
B-2.

     

    "Borrowing Base Trigger
Date" means the date set forth in a written notice by Agent to Borrower
and identified as the "Borrower Base Trigger Date", which date shall be on or
after any date that Borrower fails to maintain Excess Availability of at least
the Applicable Excess Availability Amount.

     

    "Business Day" means
any day that is not a Saturday, Sunday, or other day on which banks are
authorized or required to close in the state of Massachusetts, except that, if a
determination of a Business Day shall relate to a LIBOR Rate Loan, the term
"Business Day" also shall exclude any day on which banks are closed for dealings
in Dollar deposits in the London interbank market.

     

    "Call Centers" means a
current or new facility established by Accent Marketing for the purpose of
providing customer care services including but not limited to in-bound and
outbound customer care service, database marketing, analytical services related
to customer relationship management and other related activities.

     

    "Call Center Capital
Expenditures" has the meaning specified therefor in Section
7(d)(iii).

     

    "Canadian Designated
Account" means the Deposit Account identified on Schedule
D-1.

     

    "Canadian Designated Account
Bank" has the meaning specified therefor in Schedule
D-1.

     

    "Canadian Dollars" or
"Cdn$" means
the lawful currency of Canada.

     

    "Canadian Employee"
means any employee or former employee of a Canadian Loan Party.

     

    “Canadian Employee Benefits
Legislation” means the Canada Pension Plan (Canada),
the Pension Benefits
Act (Ontario), the Employment Pension Plan Act
(Alberta), the Pension
Benefits Act (Nova Scotia), the Quebec Pension Plan and any Canadian
federal, provincial or local counterparts or equivalents, in each case, as
applicable and as amended from time to time.

     

    “Canadian Employee
Plan” means any employee benefit, health, welfare, supplemental
unemployment benefit, bonus, pension, supplemental pension, profit sharing,
retiring allowance, severance, deferred compensation, stock compensation, stock
purchase, unit purchase, retirement, life, hospitalization insurance, medical,
dental, disability or other employee group or similar benefit or employment
plans or supplemental arrangements applicable to the Canadian
Employees.

     

    "Canadian Loan Party"
means a Loan Party organized under the laws of Canada or a province
thereof.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 6

        
          

        

      

      
        
        

      

    

     

    "Canadian Pension
Plan" means any pension plan required to be registered under the Income Tax Act (Canada) or
any Canadian federal or provincial law and or contributed to by a Canadian Loan
Party for its Canadian Employees or former Canadian Employees, including any
pension benefit plan within the meaning of the Pension Benefits Act
(Ontario), the Employment
Pension Plan Act (Alberta) and the Pension Benefits Act (Nova
Scotia), but excluding the Canada Pension Plan maintained by the Government of
Canada and the Quebec Pension Plan.

     

    "Canadian Priority Payables
Reserves" means reserves (determined from time to time by Agent in its
Permitted Discretion) for:  (a) the amount past due and owing by
any Canadian Loan Party, or the accrued amount for which such Canadian Loan
Party has an obligation to remit, to a Governmental Authority or other Person
pursuant to any applicable law, rule or regulation, in respect of (i) goods
and services taxes, sales taxes, employee income taxes, municipal taxes and
other taxes payable or to be remitted or withheld, (ii) workers'
compensation, (iii) vacation or holiday pay, and (iv) other like
charges and demands, to the extent, in each case, that any Governmental
Authority or other Person may claim a lien, security interest, hypothec, trust
or other claim ranking or capable of ranking in priority to or pari passu with one or more of the
Liens granted in the Loan Documents; and (b) the aggregate amount of any
other liabilities of any Canadian Loan Party (i) in respect of which a
trust has been or may be imposed on any Collateral to provide for payment, or
(ii) in respect of unpaid pension plan contributions, or (iii) which
are secured by a lien, security interest, pledge, charge, right or claim on any
Collateral; in each case, pursuant to any applicable law, rule or regulation and
which such lien, trust, security interest, hypothec, pledge, charge, right or
claim ranks or, in the judgment of Agent, is capable of ranking in priority to
or pari passu with one or more of the
Liens granted in the Loan Documents (such as liens, trusts, security interests,
hypothecs, pledges, charges, rights or claims in favor of employees, landlords,
warehousemen, customs brokers, carriers, mechanics, materialmen, labourers, or
suppliers, or liens, trusts, security interests, hypothecs, pledges, charges,
rights or claims for ad valorem, excise, sales, or other taxes, where given
priority under applicable law); in each case net of the aggregate amount of all
restricted cash held or set aside for the payment of such
obligations.

     

    "Canadian Security
Agreement" means the general security agreement, dated as of even date
with the Agreement, in form and substance reasonably satisfactory to Agent,
executed and delivered by each of the Canadian Loan Parties to
Agent.

     

    "Capital Expenditures"
means, with respect to any Person for any period, the aggregate of all
expenditures by such Person and its Subsidiaries during such period that are
capital expenditures as determined in accordance with GAAP, whether such
expenditures are paid in cash or financed.

     

    "Capital Expenditure Trigger
Date" means the date set forth in a written notice by Agent to Borrower
and identified as the "Capital Expenditure Trigger Date", which date shall be on
or after the last day of any consecutive 30 day period during which the daily
average Excess Availability is less than $15,000,000 (or, if a Revolver Increase
has been made in accordance with Section 2.2 of the
Agreement, an amount equal to $15,000,000 plus 40% of the aggregate amount of
Revolver Increases).

     

    
      
        
        

      

      
        Schedule
1.1 – Page 7

        
          

        

      

      
        
        

      

    

     

    "Capital Lease" means
a lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP.

     

    "Capitalized Lease
Obligation" means that portion of the obligations under a Capital Lease
that is required to be capitalized in accordance with GAAP.

     

    "Cash Equivalents"
means, collectively Domestic Cash Equivalents and Foreign Cash
Equivalents.

     

    "CFC" means a
controlled foreign corporation (as that term is defined in the
IRC).

     

    "Change of Control"
means that (a) any "person" or "group" (within the meaning of Sections
13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 30%, or more, of
the Stock of Parent having the right to vote for the election of members of the
Board of Directors, (b) a majority of the members of the Board of Directors
do not constitute Continuing Directors, or (c) Parent ceases to own, directly or
indirectly, more than 50% of (i) the Stock of Crispin Porter or (ii) the Stock
of Crispin Porter having the right to vote for the election of members of the
Board of Directors

     

    "Closing Date" means
the date of the making of the initial Advance (or other extension of credit)
hereunder.

     

    "Code" means the New
York Uniform Commercial Code, as in effect from time to time; provided that, where
the context so requires, any term defined by reference to the "Code" shall also
have any extended, alternative or analogous meaning given to such term in the
applicable PPSA and all other laws, in all cases for the extension, preservation
or betterment of the security and rights of Agent and the Lender
Group.

     

    "Collateral" means all
assets and interests in assets and proceeds thereof now owned or hereafter
acquired by Parent or its Subsidiaries in or upon which a Lien is granted by
such Person in favor of Agent or the Lenders under any of the Loan
Documents.

     

    "Collateral Access
Agreement" means a landlord waiver in form and substance reasonably
satisfactory to Agent.

     

    "Collections" means
all cash, checks,
notes, instruments, and other items of payment (including insurance proceeds,
cash proceeds of asset sales, rental proceeds, and tax refunds).

     

    "Compliance
Certificate" means a certificate substantially in the form of Exhibit C-1 delivered
by the chief financial officer or chief accounting officer of Borrower to
Agent.

     

    "Confidential
Information" has the meaning specified therefor in Section 17.9(a) of
the Agreement.

     

    "Continuing Director"
means (a) any member of the Board of Directors who was a director (or
comparable manager) of Parent on the Closing Date, and (b) any individual
who becomes a member of the Board of Directors after the Closing Date if such
individual was approved, appointed or nominated for election to the Board of
Directors by either the Permitted Holders or a majority of the Continuing
Directors, but excluding any such individual originally proposed for election in
opposition to the Board of Directors in office at the Closing Date in an actual
or threatened election contest relating to the election of the directors (or
comparable managers) of Parent and whose initial assumption of office resulted
from such contest or the settlement thereof.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 8

        
          

        

      

      
        
        

      

    

     

    "Control Agreement"
means a control agreement, in form and substance reasonably satisfactory to
Agent, executed and delivered by a Loan Party, Agent, and the applicable
securities intermediary (with respect to a Securities Account) or bank (with
respect to a Deposit Account).  For the avoidance of doubt, for any
Canadian bank account, such term shall also refer to a "Blocked Account
Agreement" with respect to such bank account notwithstanding that the execution
and delivery of such agreement is not a perfection requirement.

     

    "Convertible Subordinated
Debt" means the Indebtedness in an amount not to exceed Cdn$45,000,000
owing by Parent to the "Debentureholders" (as defined in Convertible Trust
Indenture) pursuant to the Convertible Subordinated Debt Documents.

     

    "Convertible Subordinated
Debt Documents" means the Convertible Trust Indenture, the
 "Debentures" (as defined in the Convertible Trust Indenture), and all
other agreements, instruments and documents evidencing the Convertible
Subordinated Debt, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof.

     

    "Convertible Trust
Indenture" means that certain Trust Indenture dated as of June 28, 2005
between Parent and Computershare Trust Company Canada, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof

     

    "Copyright Security
Agreement" has the meaning specified therefor in the Security
Agreements.

     

    "Crispin Porter" means
Crispin Porter & Bogusky LLC, a Delaware limited liability
company.

     

    "Currency Exchange
Rate" means, with respect to a currency, the rate determined by Agent as
the spot rate for the purchase of such currency with another
currency.

     

    "Daily Balance" means,
as of any date of determination and with respect to any Obligation, the amount
of such Obligation owed at the end of such day.

     

    "Default" means an
event, condition, or default that, with the giving of notice, the passage of
time, or both, would be an Event of Default.

     

    "Defaulting Lender"
means any Lender that fails to make any Advance (or other extension of credit,
including the failure to make available to Agent amounts required pursuant to a
Settlement or to make payment in connection with a Letter of Credit
Disbursement) that it is required to make hereunder on the date that it is
required to do so hereunder.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 9

        
          

        

      

      
        
        

      

    

     

    "Defaulting Lender
Rate" means (a) for the first 3 days from and after the date the
relevant payment is due, the Base Rate, and (b) thereafter, the interest
rate then applicable to Advances that are Base Rate Loans (inclusive of the Base
Rate Margin applicable thereto).

     

    "Deposit Account"
means any deposit account (as that term is defined in the Code).

     

    "Dilution" means, as
of any date of determination, a percentage, based upon the experience of the
immediately prior 90 consecutive days, that is the result of dividing the Dollar
amount of (a) bad debt write-downs, discounts, advertising allowances,
credits, or other dilutive items with respect to Loan Parties' Accounts during
such period, by (b) Loan Parties' gross billings with respect to Accounts
during such period.

     

    "Dilution Reserve"
means, as of any date of determination, an amount sufficient to reduce the
advance rate against Eligible Accounts by 1 percentage point for each percentage
point by which Dilution is in excess of 5%.

     

    "Dollar Equivalent"
means, as of any date of determination, (a) as to any amount denominated in
Dollars, the amount thereof as of such date of determination, and (b) as to
any amount denominated in another currency, the equivalent amount thereof in
Dollars as determined by Agent on the basis of the Currency Exchange Rate for
the purchase of Dollars with such currency in effect on such date of
determination.

     

    "Dollars" or "$" means United
States dollars.

     

    "Domestic Cash
Equivalents" means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or, in the case of a Canadian
Loan Party only, Canada, or issued by any agency thereof and backed by the full
faith and credit of the United States, or in the case of a Canadian Loan Party
only , Canada, in each case maturing within 1 year from the date of acquisition
thereof, (b) marketable direct obligations issued or fully guaranteed by
any state of the United States or, in the case of a Canadian Loan Party only,
any province or territory of Canada, or any political subdivision of any such
state, province or territory or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor's Rating Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's") or, in the
case of a Canadian Loan Party only, Domain Board Rating Services ("DBRS"),
(c) commercial paper maturing no more than 270 days from the date of
creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's or, in the case of a Canadian Loan
Party only, DBRS,
(d) certificates of deposit, time deposits, overnight bank deposits or
bankers' acceptances maturing within 1 year from the date of acquisition thereof
issued by any bank organized under the laws of the United States or any state
thereof or the District of Columbia or any United States branch of a foreign
bank or, in the case of a Canadian Loan Party only, any bank listed on Schedule
I of the Bank Act (Canada), in each case having at the date of acquisition
thereof combined capital and surplus of not less than the Dollar Equivalent of
$250,000,000, (e) Deposit Accounts maintained with (i) any bank that
satisfies the criteria described in clause (d) above, or (ii) any other
bank organized under the laws of the United States or any state thereof, or, in
the case of a Canadian Loan Party only, Canada or any province or territory
thereof, in each case so long as the full amount maintained with any such other
bank is insured by the Federal Deposit Insurance Corporation or the Canadian
Deposit Insurance Corporation, as the case may be, (f) repurchase
obligations of any commercial bank satisfying the requirements of clause (d) of
this definition or recognized securities dealer having combined capital and
surplus of not less than the Dollar Equivalent of $250,000,000, having a term of
not more than seven days, with respect to securities satisfying the criteria in
clauses (a) or (d) above, (g) debt securities with maturities of six months
or less from the date of acquisition backed by standby letters of credit issued
by any commercial bank satisfying the criteria described in clause (d) above,
(h) tax exempt securities rated A or higher by Moody’s or A+ or higher by
S&P or DBRS, and (g) Investments in money market funds substantially
all of whose assets are invested in the types of assets described in clauses (a)
through (g) above.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 10

        
          

        

      

      
        
        

      

    

     

    "Earn-outs" means
unsecured liabilities of a Loan Party arising under an agreement to make any
deferred payment as a part of the purchase price for a Permitted Acquisition,
including performance bonuses or consulting payments in any related services,
employment or similar agreement, in an amount that may be subject to or
contingent upon the revenues, income, cash flow or profits (or the like) of the
underlying target, in each case, to the extent that such deferred payment would
be included as part of such purchase price.

     

     “EBITDA” means,
respect to Parent for any fiscal period, the Net Income of Parent and its
Subsidiaries for such period, minus the Excluded Non-Loan Party EBITDA for such
period, plus without duplication, (i) the sum of the following amounts of Parent
and its Subsidiaries for such period and to the extent deducted in determining
Net Income of Parent for such period: (a) Interest Expense, (b) Income Tax
Expense, (c) depreciation expense, and (d) amortization expense, and (ii) to the
extent not included in determining consolidated Net Income of Parent for such
period, cash distributions received from Minority-Owned Entities. For the
purposes of calculating EBITDA for any period of 12 months (each, a "Reference Period"),
if at any time during such Reference Period (and after the Closing Date), Parent
or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for
such Reference Period shall be calculated after giving pro forma effect thereto
(including pro forma
adjustments arising out of events which are directly attributable to such
Permitted Acquisition, are factually supportable, and are expected to have a
continuing impact, in each case to be mutually and reasonably agreed upon by
Borrower and Agent) or in such other manner acceptable to Agent as if any such
Permitted Acquisition or adjustment occurred on the first day of such Reference
Period.

     

    "Eligible Accounts"
means those Accounts of any Loan Party (including for the avoidance of doubt,
any Minority-Owned Entity that is a Loan Party) in the ordinary course of its
business, that arise out of a Loan Party's sale of goods or rendition of
services, that comply with each of the representations and warranties respecting
Eligible Accounts made in the Loan Documents, and that are not excluded as
ineligible by virtue of one or more of the excluding criteria set forth below;
provided, however, that such
criteria may be revised from time to time by Agent in Agent's Permitted
Discretion to address the results of any audit performed by Agent from time to
time after the Closing Date.  In determining the amount to be
included, Eligible Accounts shall be calculated net of customer deposits and
unapplied cash.  Eligible Accounts shall not include the
following:

     

    (a)           Accounts
that the Account Debtor has failed to pay within 90 days of original invoice
date or Accounts with selling terms of more than 30 days,

     

    
      
        
        

      

      
        Schedule
1.1 – Page 11

        
          

        

      

      
        
        

      

    

     

    (b)           Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts
owed by that Account Debtor (or its Affiliates) are deemed ineligible under
clause (a) above,

     

    (c)           Accounts
with respect to which the Account Debtor is an Affiliate of a Loan Party or an
employee or agent of a Loan Party or any Affiliate of a Loan Party,

     

    (d)           Accounts
arising in a transaction wherein goods are placed on consignment or are sold
pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and
hold, or any other terms by reason of which the payment by the Account Debtor
may be conditional,

     

    (e)           Accounts
that are not payable in Dollars or Canadian Dollars,

     

    (f)       
    Accounts with respect to which the Account Debtor either
(i) does not maintain its chief executive office in the United States or
Canada, or (ii) is not organized under the laws of the United States or any
state thereof or Canada or any province thereof, or (iii) is the government
of any foreign country or sovereign state (which, for the avoidance of doubt,
shall not include Canada), or of any state, province, municipality, or other
political subdivision thereof, or of any department, agency, public corporation,
or other instrumentality thereof, unless (y) the Account is supported by an
irrevocable letter of credit reasonably satisfactory to Agent (as to form,
substance, and issuer or domestic confirming bank) that has been delivered to
Agent and is directly drawable by Agent, or (z) the Account is covered by
credit insurance in form, substance, and amount, and by an insurer, reasonably
satisfactory to Agent,

     

    (g)           Accounts
with respect to which the Account Debtor is either (i) the United States or
any department, agency, or instrumentality of the United States (exclusive,
however, of Accounts with respect to which a Loan Party has complied, to the
reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC
§3727), or (ii) any state of the United States; or Accounts with respect to
which the Account Debtor is a Canadian Governmental Authority unless any
applicable assignment of claims statute, including the Financial Administration
Act (Canada), has been complied with,

     

    (h)           Accounts
with respect to which the Account Debtor is a creditor of a Loan Party, has or
has asserted a right of setoff, or has disputed its obligation to pay all or any
portion of the Account, to the extent of such claim, right of setoff, or
dispute,

     

    (i)      
     Accounts with respect to an Account Debtor (other
than Microsoft Corporation or Sprint/United Management Company) whose total
obligations owing to the Loan Parties, taken as a whole, exceed 15% (such
percentage, as applied to a particular Account Debtor, being subject to
reduction by Agent in its Permitted Discretion if the creditworthiness of such
Account Debtor deteriorates) of all Eligible Accounts, to the extent of the
obligations owing by such Account Debtor in excess of such percentage; Accounts
with respect to Microsoft Corporation if the total obligations owing to the Loan
Parties, taken as a whole, exceed 20% (such percentage, as applied to Microsoft
Corporation, being subject to reduction by Agent in its Permitted Discretion if
the creditworthiness of Microsoft, Inc. deteriorates) of all Eligible Accounts,
to the extent of the obligations owing by such Microsoft Corporation in excess
of such percentage; and Accounts with respect to Sprint/United Management
Company if the total obligations owing to the Loan Parties, taken as a whole,
exceed 20% (such percentage, as applied to Sprint/United Management Company,
being subject to reduction by Agent in its Permitted Discretion if the
creditworthiness of Sprint/United Management Company deteriorates) of all
Eligible Accounts, to the extent of the obligations owing by such Sprint/United
Management Company in excess of such percentage; provided, however, that, in
each case, the amount of Eligible Accounts that are excluded because they exceed
the foregoing percentages shall be reasonably determined by Agent based on all
of the otherwise Eligible Accounts prior to giving effect to any eliminations
based upon the foregoing concentration limit,

     

    
      
        
        

      

      
        Schedule
1.1 – Page 12

        
          

        

      

      
        
        

      

    

     

    (j)     
      Accounts with respect to which the Account
Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of
business, or as to which Borrower has received notice of an imminent Insolvency
Proceeding or a material impairment of the financial condition of such Account
Debtor,

     

    (k)           Accounts,
the collection of which, Agent, in its Permitted Discretion, believes to be
doubtful by reason of the Account Debtor's financial condition,

     

    (l)        
   Accounts that are not subject to a valid and perfected first
priority Agent's Lien,

     

    (m)           Accounts
with respect to which (i) the goods giving rise to such Account have not
been shipped and billed to the Account Debtor, or (ii) the services giving
rise to such Account have not been performed and billed to the Account
Debtor,

     

    (n)           Accounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned
Entity,

     

    (o)           following
the occurrence of the Borrowing Base Trigger Date, Accounts acquired
pursuant to a Permitted Acquisition unless Agent has completed a field
examination with respect to the business and assets of the Permitted Acquisition
in accordance with Agent's customary procedures and practices and as otherwise
required by the nature and circumstances of the business of the Permitted
Acquisition, the scope and results of which are satisfactory to Agent; provided, that any
Accounts of the Permitted Acquisition shall only be Eligible Accounts to the
extent that Agent has so completed such field examination with respect thereto
and the criteria for Eligible Accounts otherwise set forth herein are satisfied
with respect thereto in accordance with this Agreement; or

     

    (p)           Accounts
that represent the right to receive progress payments or other advance billings
that are due prior to the completion of performance by a Loan Party of the
subject contract for goods or services.

     

    "Eligible Balance Sheet
Billed Accounts" means, as of any date of determination, Accounts of Loan
Parties (including for the avoidance of doubt, any Minority-Owned Entity that is
a Loan Party) arising in the ordinary course of business from the sale of goods
or the rendition of services that have been billed to the Account Debtors
thereof and are not unpaid more than 90 days past invoice date; provided, that
Accounts of a Loan Party that is not a US Loan Party or a Canadian Loan Party
shall not be considered Eligible Balance Sheet Billed Accounts unless Agent has
a perfected first priority Lien on such Accounts.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 13

        
          

        

      

      
        
        

      

    

     

    "Eligible Balance Sheet
Unbilled Accounts" means, as of any date of determination, Accounts of
Loan Parties (including for the avoidance of doubt, any Minority-Owned Entity
that is a Loan Party) arising in the ordinary course of business from the sale
of goods or the rendition of services that have not been billed to the Account
Debtors thereof and do not remain unbilled for more than 30 days from the date
of sale of goods or rendition of services giving rise to such Accounts; provided, that
Accounts of a Loan Party that is not a US Loan Party or a Canadian Loan Party
shall not be considered Eligible Balance Sheet Unbilled Accounts unless Agent
has a perfected first priority Lien on such Accounts.

     

    "Environmental Action"
means any written complaint, summons, citation, notice, directive, order, claim,
litigation, investigation, judicial or administrative proceeding, judgment,
letter, or other written communication from any Governmental Authority, or any
third party involving violations of Environmental Laws or releases of Hazardous
Materials (a) from any assets, properties, or businesses of Parent, any
Subsidiary of Parent, or any of their predecessors in interest, (b) from
adjoining properties or businesses, or (c) from or onto any facilities
which received Hazardous Materials generated by Parent, any Subsidiary of
Parent, or any of their predecessors in interest.

     

    "Environmental Law"
means any applicable federal, state, provincial, foreign or local statute, law,
rule, regulation, ordinance, code, binding and enforceable guideline, binding
and enforceable written policy, or rule of common law now or hereafter in effect
and in each case as amended, or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent decree or
judgment, in each case, to the extent binding on Parent or its Subsidiaries,
relating to the protection of the environment, the effect of the environment on
employee health, or Hazardous Materials, in each case as amended from time to
time.

     

    "Environmental
Liabilities" means all liabilities, monetary obligations, losses,
damages, costs and expenses (including all reasonable fees, disbursements and
expenses of counsel, experts, or consultants, and costs of investigation and
feasibility studies), fines, penalties, sanctions, and interest incurred as a
result of any claim or demand, or Remedial Action required, by any Governmental
Authority or any third party, and which relate to any Environmental
Action.

     

    "Environmental Lien"
means any Lien in favor of any Governmental Authority for Environmental
Liabilities.

     

    "Equipment" means
equipment (as that term is defined in the Code).

     

    "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto.

     

    "ERISA Affiliate"
means (a) any Person subject to ERISA whose employees are treated as
employed by the same employer as the employees of Parent or its Subsidiaries
under IRC Section 414(b), (b) any trade or business subject to ERISA whose
employees are treated as employed by the same employer as the employees of
Parent or its Subsidiaries under IRC Section 414(c), (c) solely for
purposes of Section 302 of ERISA and Section 412 of the IRC, any organization
subject to ERISA that is a member of an affiliated service group of which Parent
or any of its Subsidiaries is a member under IRC Section 414(m), or
(d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC,
any Person subject to ERISA that is a party to an arrangement with Parent or any
of its Subsidiaries and whose employees are aggregated with the employees of
Parent or its Subsidiaries under IRC Section 414(o).

     

    
      
        
        

      

      
        Schedule
1.1 – Page 14

        
          

        

      

      
        
        

      

    

     

    "Event of Default" has
the meaning specified therefor in Section 8 of the
Agreement.

     

    "Excess Availability"
means, as of any date of determination, the amount equal to Availability minus the aggregate amount,
if any, of all then outstanding and unpaid trade payables of Parent and its
Subsidiaries which are more than sixty (60) days past due and all book
overdrafts of Parent and its Subsidiaries in excess of historical practices with
respect thereto, in each case as determined by Agent in its Permitted
Discretion.

     

    "Excess Cash Flow"
means, for any fiscal year and with respect to Parent and its Subsidiaries
determined on a consolidated basis, (a) EBITDA for such fiscal year, minus (b) the sum of (i) the
cash portion of Interest Expense paid during such fiscal year, (ii) the cash
portion of portion of Taxes paid during such fiscal year, (iii) Capital
Expenditures made during such fiscal year (excluding amounts related to Capital
Leases), and (iv) all principal payments of Indebtedness made during such fiscal
year (including payments related to Capital Leases).

     

    "Exchange Act" means
the Securities Exchange Act of 1934, as in effect from time to
time.

     

    "Excluded Non-Loan Party
EBITDA" means, for any period, the amount by which EBITDA for such period
attributable to Subsidiaries of Parent that are not Loan Parties, exceeds 10% of
EBITDA for such period.

     

    "Existing Credit
Facility" means that certain Financing Agreement dated as of June 18,
2007 among Parent, Maxxcom US, the other Subsidiaries of Parent party thererto,
the lenders from time to time party thereto, Fortress Credit Corp. and Wells
Fargo Foothill, Inc., as has been amended, modified, or
supplemented.

     

    "Existing Letters of
Credit" means the letters of credit listed on Schedule P-5.

     

    "Fee Letter" means
that certain fee letter, dated as of even date with the Agreement, between
Borrower and Agent, in form and substance reasonably satisfactory to
Agent.

     

    "Federal Funds Rate"
means, for any period, a fluctuating interest rate per annum equal to, for each
day during such period, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Agent from three Federal funds brokers of recognized
standing selected by it.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 15

        
          

        

      

      
        
        

      

    

     

    "Fixed Charges" means,
with respect to any fiscal period and with respect to Parent determined on a
consolidated basis in accordance with GAAP, the sum, without duplication, of
(a) Interest Expense accrued (other than interest paid-in-kind,
amortization of financing fees, and other non-cash Interest Expense during such
period, (b) principal payments in respect of Indebtedness that are required
to be paid during such period (other than (i) any payment in respect of
Earn-outs and (ii) any prepayment fee incurred in connection with the prepayment
in full of the Existing Credit Facility), and (c) all federal, state, and
local income taxes paid or due and payable during such period.

     

    "Fixed Charge Coverage
Ratio" means, with respect to Parent for any period, the ratio of
(i) EBITDA for such period minus Capital Expenditures
made (to the extent not already incurred in a prior period) or incurred during
such period, to (ii) Fixed Charges for such period.

     

    "Foreign Cash
Equivalents" means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United Kingdom or any European Union Central
Bank or issued by any agency thereof and backed by the full faith and credit of
the United Kingdom or  any European Union Central Bank, in each case
maturing within 1 year from the date of acquisition thereof, (b) marketable
direct obligations issued or fully guaranteed by any state, province or
territory of the United Kingdom or  any European Union Central Bank,
or any political subdivision of any such state, province, territory or country
or any public instrumentality thereof maturing within 1 year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody's, (c) certificates
of deposit, time deposits, overnight bank deposits or bankers' acceptances
maturing within 1 year from the date of acquisition thereof issued by any bank
organized under the laws of the United Kingdom or any European Union Central
Bank, in each case having at the date of acquisition thereof combined capital
and surplus of not less than the Dollar Equivalent of $250,000,000,
(d) Deposit Accounts maintained with (i) any bank that satisfies the
criteria described in clause (c) above, or (ii) any other bank organized
under the laws of the United Kingdom so long as the full amount maintained with
any such other bank is insured by the Financial Services Compensation Scheme,
(e) repurchase obligations of any commercial bank satisfying the
requirements of clause (c) of this definition or recognized securities dealer
having combined capital and surplus of not less than the Dollar Equivalent of
$250,000,000, having a term of not more than seven days, with respect to
securities satisfying the criteria in clauses (a) or (c) above, (f) debt
securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any commercial bank satisfying the
criteria described in clause (c) above, and (g) Investments in money market
funds substantially all of whose assets are invested in the types of assets
described in clauses (a) through (f) above.

     

    "Foreign Lender" means
any Lender or Participant that is not a United States person within the meaning
of IRC section 7701(a)(30).

     

    "Foreign Loan Party"
means a Loan Party that is not a US Loan Party or a Canadian Loan
Party.

     

    "Funding Date" means
the date on which a Borrowing occurs.

     

    "Funding Losses" has
the meaning specified therefor in Section 2.12(b)(ii)
of the Agreement.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 16

        
          

        

      

      
        
        

      

    

     

    "GAAP" means generally
accepted accounting principles as in effect from time to time in the United
States, consistently applied.

     

    "Governing Documents"
means, with respect to any Person, the certificate or articles of incorporation,
by-laws, or other organizational documents of such Person.

     

    "Governmental
Authority" means any federal, state, provincial, local, or other
governmental or administrative body, instrumentality, board, department, or
agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative power, or functions of or pertaining to
government.

     

    "Guarantors" means
(a) each Subsidiary of Parent (other than Borrower) that has guarantied any
of the Obligations or that is required to guaranty any of the Obligations
pursuant to Section
5.11), (b) Parent, and (c) each other Person that becomes a
guarantor after the Closing Date pursuant to Section 5.11 of the
Agreement, and "Guarantor" means any
one of them.

     

    "Guaranty" means,
collectively, that certain general continuing guaranty, dated as of even date
with the Agreement, executed and delivered by each US Loan Party (other than
Borrower) in favor of Agent, for the benefit of the Lender Group and the Bank
Product Providers, that certain guaranty, dated as of even date with the
Agreement, executed and delivered by each Canadian Loan Party in favor of Agent,
for the benefit of the Lender Group and the Bank Product Providers, each in form
and substance reasonably satisfactory to Agent, and any other guaranty, in form
and substance reasonably satisfactory to Agent, from time to time executed and
delivered by a Loan Party in favor of Agent, for the benefit of the Lender Group
and the Bank Product Group.

     

    "Hazardous Materials"
means (a) substances that are defined or listed as, or otherwise classified
pursuant to, any applicable laws or regulations as "hazardous substances,"
"hazardous materials," "hazardous wastes," "toxic substances," or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
flammability, carcinogenicity, reproductive toxicity, or "EP toxicity",
(b) oil, petroleum, or petroleum derived substances, natural gas, natural
gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes
associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any explosives or any radioactive
materials, (d) asbestos in any form or electrical equipment that contains
any oil or dielectric fluid containing levels of polychlorinated biphenyls in
excess of 50 parts per million, and (e) any other substance which the storage,
manufacture, disposal, treatment, generation, use, transportation, remediation,
release into or concentration in the environment of is prohibited, controlled,
regulated or licensed by any Governmental Authority under any Environmental
Law.

     

    "Hedge Agreement"
means any and all agreements or documents now existing or hereafter entered into
by Parent or any of its Subsidiaries that provide for an interest rate, credit,
commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any
combination of, or option with respect to, these or similar transactions, for
the purpose of hedging Parent's or any of its Subsidiaries' exposure to
fluctuations in interest or exchange rates, loan, credit exchange, security, or
currency valuations or commodity prices.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 17

        
          

        

      

      
        
        

      

    

     

    "Holdout Lender" has
the meaning specified therefor in Section 14.2(a) of
the Agreement.

     

    “Immaterial
Subsidiary” means, at any time, any Subsidiary of Parent the annual
EBITDA of which is less than $250,000, provided that the
aggregate annual EBITDA of all Subsidiaries of Parent that would otherwise
constitute Immaterial Subsidiaries shall not exceed $1,500,000.

     

     “Income Tax Expense”
means, with respect to any Person for any period, the provision for U.S.
federal, state, local, franchise and similar taxes and non-U.S. income taxes
payable by Parent and its Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP.

     

    "Indebtedness" means
(a) all obligations for borrowed money, (b) all obligations evidenced
by bonds, debentures, notes, or other similar instruments and all reimbursement
or other obligations in respect of letters of credit, bankers acceptances, or
other financial products, (c) all obligations as a lessee under Capital
Leases, (d) all obligations or liabilities of others secured by a Lien on
any asset of a Person, irrespective of whether such obligation or liability is
assumed, (e) all obligations to pay the deferred purchase price of assets
(other than trade payables incurred in the ordinary course of business and
repayable in accordance with customary trade practices), (f) all
obligations owing under Hedge Agreements (which amount shall be calculated based
on the amount that would be payable by such Person if the Hedge Agreement were
terminated on the date of determination), (g) any Prohibited Stock,
(h) Earn-outs, and (i) any obligation guaranteeing or intended to
guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of clauses (a) through (g)
above.  For purposes of this definition, (i) the amount of any
Indebtedness represented by a guaranty or other similar instrument shall be the
lesser of the principal amount of the obligations guaranteed and still
outstanding and the maximum amount for which the guaranteeing Person may be
liable pursuant to the terms of the instrument embodying such Indebtedness, and
(ii) the amount of any Indebtedness described in clause (d) above shall be
the lower of the amount of the obligation and the fair market value of the
assets of such Person securing such obligation.

     

    "Indemnified
Liabilities" has the meaning specified therefor in Section 10.3 of the
Agreement.

     

    "Indemnified Person"
has the meaning specified therefor in Section 10.3 of the
Agreement.

     

    "Insolvency
Proceeding" means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state, province or
federal bankruptcy or insolvency law, each as now and hereinafter in effect, any
successors to such statutes, and any similar laws in any jurisdiction including
without limitation any laws relating to assignments for the benefit of
creditors, formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar
relief, and any laws permitting debtor to obtain a stay or compromise of the
claims of its creditors.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 18

        
          

        

      

      
        
        

      

    

     

    "Intercompany Subordination
Agreement" means an intercompany subordination agreement, dated as of
even date with the Agreement, executed and delivered by Parent, each of the
other Loan Parties, and Agent, the form and substance of which is reasonably
satisfactory to Agent.

     

    "Interest Expense"
means, with respect to any Person for any period, the result of the gross
interest expense of such Person for such period determined in accordance with
GAAP (including, without limitation, interest expense paid to Affiliates of such
Person), less (a) gains for such period on all obligations owing under Hedge
Agreements (to the extent not included in interest income above and to the
extent not deducted in the calculation of gross interest expense), plus (b) the
sum of (i) losses for such period under Hedge Agreements (to the extent not
included in gross interest expense) and (ii) the upfront costs or fees for such
period associated with Hedge Agreements (to the extent not included in gross
interest expense), in each case, determined in accordance with
GAAP.

     

    "Interest Period"
means, with respect to each LIBOR Rate Loan, a period commencing on the date of
the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or
the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 3 months
thereafter; provided, however, that
(a) interest shall accrue at the applicable rate based upon the LIBOR Rate
from and including the first day of each Interest Period to, but excluding, the
day on which any Interest Period expires, (b) any Interest Period that
would end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (c) with respect to an Interest Period that begins on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period), the Interest Period shall end on the last Business Day of the calendar
month that is 3 months after the date on which the Interest Period began, as
applicable, and (d) Borrower may not elect an Interest Period which will
end after the Maturity Date.

     

    "Inventory" means
inventory (as that term is defined in the Code).

     

    "Investment" means,
with respect to any Person, any investment by such Person in any other Person
(including Affiliates) in the form of loans, guarantees, advances, capital
contributions (excluding (a) commission, moving, travel, and similar
advances to officers and employees of such Person made in the ordinary course of
business, and (b) bona
fide Accounts arising in the ordinary course of business consistent with
past practice), or acquisitions of Indebtedness, Stock, or all or substantially
all of the assets of such other Person (or of any division or business line of
such other Person), including any Acquisition, and any other items that are or
would be classified as investments on a balance sheet prepared in accordance
with GAAP.

     

    "IRC" means the
Internal Revenue Code of 1986, as amended.

     

    
      
        
        

      

      
        Schedule
1.1 – Page 19

        
          

        

      

      
        
        

      

    

     


    "Issuing Lender" means
WFF or any other Lender that, at the request of Borrower and with the consent of
Agent, agrees, in such Lender's sole discretion, to become an Issuing Lender for
the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant
to Section 2.11
of the Agreement.

     

    "Lender" and "Lenders" have the
respective meanings set forth in the preamble to the Agreement, includes the
Issuing Lender, and shall include any other Person made a party to the Agreement
pursuant to the provisions of Section 13.1 of the
Agreement.

     

    "Lender Group" means
each of the Lenders (including the Issuing Lender) and Agent, or any one or more
of them.

     

    "Lender Group
Expenses" means all (a) costs or expenses (including taxes, and
insurance premiums) required to be paid by Parent or its Subsidiaries under any
of the Loan Documents that are paid, advanced, or incurred by the Lender Group,
(b) documented out-of-pocket fees or charges paid or incurred by Agent in
connection with the Lender Group's transactions with the Loan Parties under any
of the Loan Documents, including, fees or charges for photocopying,
notarization, couriers and messengers, telecommunication, public record searches
(including tax lien, litigation, and UCC searches and including searches with
the patent and trademark office, the copyright office, or the department of
motor vehicles and all similar searches and inquires conducted in Canada),
filing, recording, publication, appraisal (including periodic collateral
appraisals or business valuations to the extent of the fees and charges (and up
to the amount of any limitation) contained in the Agreement or the Fee Letter),
real estate surveys, real estate title policies and endorsements, and
environmental audits, (c) reasonable and documented out-of-pocket costs and
expenses incurred by Agent in the disbursement of funds to Borrower or other
members of the Lender Group (by wire transfer or otherwise), (d) documented
out-of-pocket charges paid or incurred by Agent resulting from the dishonor of
checks payable by or to any Loan Party, (e) reasonable and documented
out-of-pocket costs and expenses paid or incurred by the Lender Group to correct
any default or enforce any provision of the Loan Documents, or during the
continuance of an Event of Default, in gaining possession of, maintaining,
handling, preserving, storing, shipping, selling, preparing for sale, or
advertising to sell the Collateral, or any portion thereof, irrespective of
whether a sale is consummated, (f) reasonable and documented out-of-pocket
audit fees and expenses (including travel, meals, and lodging) of Agent related
to any inspections or audits to the extent of the fees and charges (and up to
the amount of any limitation) contained in the Agreement or the Fee Letter,
(g) reasonable and documented out-of-pocket costs and expenses of third
party claims or any other suit paid or incurred by the Lender Group in enforcing
or defending the Loan Documents or in connection with the transactions
contemplated by the Loan Documents or the Lender Group's relationship with
Parent or any of its Subsidiaries, (h) Agent's reasonable and documented
costs and expenses (including reasonable attorneys fees) incurred in advising,
structuring, drafting, reviewing, administering (including travel, meals, and
lodging), syndicating, or amending the Loan Documents, and (i) Agent's and
each Lender's reasonable and documented costs and expenses (including reasonable
and documented attorneys, accountants, consultants, and other advisors fees and
expenses) incurred in terminating, enforcing (including attorneys, accountants,
consultants, and other advisors fees and expenses incurred in connection with a
"workout," a "restructuring," or an Insolvency Proceeding concerning Parent or
any of its Subsidiaries or in exercising rights or remedies under the Loan
Documents), or defending the Loan Documents, irrespective of whether suit is
brought, or in taking any Remedial Action concerning the
Collateral.

     

    
      
         


      

      
        Schedule
1.1 – Page 20

        
          

        

      

      
         


      

    

     

    "Lender Group
Representatives" has the meaning specified therefor in Section 17.9 of the
Agreement.

     

    "Lender-Related
Person" means, with respect to any Lender, such Lender, together with
such Lender's Affiliates, officers, directors, employees, attorneys, and
agents.

     

    "Letter of Credit"
means a letter of credit issued by Issuing Lender or a letter of credit issued
by Underlying Issuer, as the context requires.

     

    "Letter of Credit
Collateralization" means either (a) providing cash collateral
(pursuant to documentation reasonably satisfactory to Agent, including
provisions that specify that the Letter of Credit fee and all usage charges set
forth in the Agreement will continue to accrue while the Letters of Credit are
outstanding) to be held by Agent for the benefit of those Lenders with a
Revolver Commitment in an amount equal to 105% of the then existing Letter of
Credit Usage, (b) causing the Letters of Credit to be returned to the
Issuing Lender, or (c) providing Agent with a standby letter of credit, in
form and substance reasonably satisfactory to Agent, from a commercial bank
acceptable to Agent (in its reasonable discretion) in an amount equal to 105% of
the then existing Letter of Credit Usage (it being understood that the Letter of
Credit fee and all usage charges set forth in the Agreement will continue to
accrue while the Letters of Credit are outstanding and that any such fees that
accrue must be an amount that can be drawn under any such standby letter of
credit).

     

    "Letter of Credit
Disbursement" means a payment made by Issuing Lender or Underlying Issuer
pursuant to a Letter of Credit.

     

    "Letter of Credit
Usage" means, as of any date of determination, the aggregate undrawn
amount of all outstanding Letters of Credit.

     

    "LIBOR Deadline" has
the meaning specified therefor in Section 2.12(b)(i) of
the Agreement.

     

    "LIBOR Notice" means a
written notice in the form of Exhibit
L-1.

     

    "LIBOR Option" has the
meaning specified therefor in Section 2.12(a) of
the Agreement.

     

    "LIBOR Rate" means,
for each Interest Period for each LIBOR Rate Loan, the rate per annum determined
by Agent by dividing
(a) the Base LIBOR Rate for such Interest Period, by (b) 100%
minus the Reserve
Percentage.  The LIBOR Rate shall be adjusted on and as of the
effective day of any change in the Reserve Percentage.

     

    "LIBOR Rate Loan"
means each portion of an Advance that bears interest at a rate determined by
reference to the LIBOR Rate.


    
      
         


      

      
        Schedule
1.1 – Page 21

        
          

        

      

      
         


      

    


    "LIBOR Rate Margin"
means, as of any date of determination (with respect to any portion of the
outstanding Advances on such date that is a LIBOR Rate Loan), the applicable
margin set forth in the following table that corresponds to the most recent TTM
EBITDA calculation delivered to Agent pursuant to Section 5.1 of the
Agreement (the "TTM
EBITDA Calculation"); provided, however, that for the
period from the Closing Date through the date Agent receives the TTM EBITDA
Calculation in respect of the testing period ending December 31, 2009, the LIBOR
Rate Margin shall be at the margin in the row styled "Level IV":

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Level

                                	 	
                                  TTM EBITDA Calculation

                                	 	
                                  LIBOR Rate Margin

                                
	 	 	 	 	 
	
                                  I

                                	 	
                                  If
      TTM EBITDA is greater than or equal to $85,000,000

                                	 	
                                  2.50
      percentage points

                                
	 	 	 	 	 
	
                                  II

                                	 	
                                  If
      TTM EBITDA is less than $85,000,000 but greater than or equal to
      $75,000,000

                                	 	
                                  2.75
      percentage points

                                
	 	 	 	 	 
	
                                  III

                                	 	
                                  If
      TTM EBITDA is less than $75,000,000 but greater than or equal to
      $65,000,000

                                	 	
                                  3.00
      percentage points

                                
	 	 	 	 	 
	
                                  IV

                                	 	
                                  If
      TTM EBITDA is less than $65,000,000

                                	 	
                                  3.25
      percentage
points

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Except as
set forth in the foregoing proviso and the last sentence of this definition, the
LIBOR Rate Margin shall be based upon the most recent TTM EBITDA Calculation,
which will be calculated as of the end of each fiscal quarter.  Except
as set forth in the foregoing proviso, the LIBOR Rate Margin shall be
re-determined quarterly on the first day of the month following the date of
delivery to Agent of the certified calculation of the TTM EBITDA pursuant to
Section 5.1 of
the Agreement for the most recently ended fiscal quarter; provided, however, that if
Borrower fails to provide such certification when such certification is due, the
LIBOR Rate Margin shall be set at the margin in the row styled "Level IV" as of
the first day of the month following the date on which the certification was
required to be delivered until the date on which such certification is delivered
(on which date (but not retroactively), without constituting a waiver of any
Default or Event of Default occasioned by the failure to timely deliver such
certification, the LIBOR Rate Margin shall be set at the margin based upon the
calculations disclosed by such certification.  In the event that the
information regarding the TTM EBITDA contained in any certificate delivered
pursuant to Section
5.1 of the Agreement is shown to be inaccurate, and such inaccuracy, if
corrected, would have led to the application of a higher LIBOR Rate Margin for
any period (a "LIBOR
Rate Period") than the LIBOR Rate Margin actually applied for such LIBOR
Rate Period, then (i) Borrower shall immediately deliver to Agent a correct
certificate for such LIBOR Rate Period, (ii) the LIBOR Rate Margin shall be
determined as if the correct LIBOR Rate Margin (as set forth in the table above)
were applicable for such LIBOR Rate Period, and (iii) Borrower shall
immediately deliver to Agent full payment in respect of the accrued additional
interest as a result of such increased LIBOR Rate Margin for such LIBOR Rate
Period, which payment shall be promptly applied by Agent to the affected
Obligations.  Notwithstanding anything contained herein to the
contrary, if an Event of Default exists, the LIBOR Rate Margin shall be set at
the margin in the row styled "Level IV" until such Event of Default is
waived.


    
      
         


      

      
        Schedule
1.1 – Page 22

        
          

        

      

      
         


      

    


    "Lien" means any
mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, easement, lien (statutory or other), security
interest, or other security arrangement and any other preference, priority, or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease and any synthetic or other financing lease having
substantially the same economic effect as any of the foregoing.

     

    "Loan Account" has the
meaning specified therefor in Section 2.9 of the
Agreement.

     

    "Loan Documents" means
the Agreement, the Bank Product Agreements, any Borrowing Base Certificate, the
Control Agreements, the Copyright Security Agreement, the Fee Letter, the
Guaranty, the Intercompany Subordination Agreement, the Letters of Credit, the
Mortgages, the Security Agreements, the Trademark Security Agreement, any note
or notes executed by Borrower in connection with the Agreement and payable to
any member of the Lender Group, any letter of credit application entered into by
Borrower in connection with the Agreement, and any other agreement entered into,
now or in the future, by Parent or any of its Subsidiaries and any member of the
Lender Group in connection with the Agreement.

     

    "Loan Party" means
Borrower or any Guarantor.

     

    "Management Services
Agreement" means that certain Management Services Agreement, dated as
of  April 27, 2008, among Parent, Nadal Management, Inc. and Miles
Nadal, as amended from time to time.

     

    "Margin Stock" as
defined in Regulation U of the Board of Governors of the Federal Reserve System
as in effect from time to time.

     

    "Material Adverse
Change" means (a) a material adverse change in the business,
operations, assets or condition (financial or otherwise) of Parent and its
Subsidiaries, taken as a whole, (b) a material impairment of Loan Parties'
ability, taken as a whole, to perform their obligations under the Loan Documents
to which they are parties or of the Lender Group's ability to enforce the
Obligations, or (c) a material impairment of the enforceability or priority
of Agent's Liens with respect to the Collateral as a result of an action or
failure to act on the part of Parent or its Subsidiaries.

     

    "Material Contract"
means, with respect to any Person, (i) each contract or agreement to which
such Person or any of its Subsidiaries is a party involving aggregate
consideration payable to or by such Person or such Subsidiary of $5,000,000 or
more (other than purchase orders in the ordinary course of the business of such
Person or such Subsidiary and other than contracts that have a term of less than
90 days or by their terms may be terminated by such Person or Subsidiary in the
ordinary course of its business upon less than 60 days notice without penalty or
premium), and (ii) any other contracts or agreements, the loss of which
could reasonably be expected to result in a Material Adverse
Change.

     

    "Maturity Date" has
the meaning specified therefor in Section 3.3 of the
Agreement.


    
      
         


      

      
        Schedule
1.1 – Page 23

        
          

        

      

      
         


      

    

     

    "Maximum Revolver
Amount" means $75,000,000, increased as provided in Section 2.2 and
decreased by the amount of reductions in the Revolver Commitments made in
accordance with Section 2.4(c) of the
Agreement.

     

    "Maximum Revolver
Usage" means, as of any date of determination, the amount by which the
lesser of (a) the Maximum Revolver Amount and (b) Borrowing Base I, exceeds the
Applicable Excess Availability Amount.

     

    "Minority-Owned
Entity" means any Person in which the Parent owns, directly or
indirectly, less than 50% of the Stock thereof.

     

    "Moody's" has the
meaning specified therefor in the definition of Domestic Cash
Equivalents.

     

    "Mortgages" means,
individually and collectively, one or more mortgages, deeds of trust, or deeds
to secure debt, executed and delivered by Parent or its Subsidiaries in favor of
Agent, in form and substance reasonably satisfactory to Agent, that encumber the
Real Property Collateral.

     

    “Net Income” means,
with respect to any Person for any period, the result of the net income (loss)
attributable to the Person for such period, determined in accordance with GAAP,
but excluding from the determination of Net Income (without duplication) (a) any
extraordinary or non recurring gains or losses or gains or losses from Permitted
Dispositions, (b) restructuring charges, (c) any tax refunds, net operating
losses or other net tax benefits, (d) effects of discontinued operations, (e)
interest income (including interest paid-in-kind), (f) non-cash impairment
charges, (g) non-cash stock based compensation expenses, (h) any adjustment (positive or
negative) relating to the deferred purchase price of property (including,
without limitation, deferred consideration from a Permitted Acquisition) arising
from Permitted Acquisitions or Permitted Investments, (i) any third party expenses
directly related to Permitted Acquisitions,
and (j) other non-operating income and expenses determined in accordance
with GAAP (including, without limitation, the net income (loss) from
Minority-Owned Entities).

     

    "Obligations" means
(a) all loans, Advances, debts, principal, interest (including any interest
that accrues after the commencement of an Insolvency Proceeding, regardless of
whether allowed or allowable in whole or in part as a claim in any such
Insolvency Proceeding), contingent reimbursement or indemnification obligations
with respect to Reimbursement Undertaking or with respect to Letters of Credit,
premiums, liabilities (including all amounts charged to the Loan Account
pursuant to the Agreement), obligations (including indemnification obligations),
fees (including the fees provided for in the Fee Letter), Lender Group Expenses
(including any fees or expenses that accrue after the commencement of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in
part as a claim in any such Insolvency Proceeding), guaranties, covenants, and
duties of any kind and description owing by Borrower to the Lender Group
pursuant to or evidenced by the Loan Documents and irrespective of whether for
the payment of money, whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising, and including all interest not
paid when due and all other expenses or other amounts that Borrower is required
to pay or reimburse by the Loan Documents or by law or otherwise in connection
with the Loan Documents, and (b) all Bank Product
Obligations.  Any reference in the Agreement or in the Loan Documents
to the Obligations shall include all or any portion thereof and any extensions,
modifications, renewals, or alterations thereof, both prior and subsequent to
any Insolvency Proceeding.


    
      
         


      

      
        Schedule
1.1 – Page 24

        
          

        

      

      
         


      

    

     

    "OFAC" means The
Office of Foreign Assets Control of the U.S. Department of the
Treasury.

     

    "Originating Lender"
has the meaning specified therefor in Section 13.1(e) of
the Agreement.

     

    "Overadvance" has the
meaning specified therefor in Section 2.5 of the
Agreement.

     

    "Parent" has the
meaning specified therefor in the preamble to the Agreement.

     

    "Participant" has the
meaning specified therefor in Section 13.1(e) of
the Agreement.

     

    "Participant Register"
has the meaning set forth in Section 13.1(i) of
the Agreement.

     

    "Patriot Act" has the
meaning specified therefor in Section 4.18 of the
Agreement.

     

    "Payoff Date" means
the first date on which all of the Obligations are paid in full and the Revolver
Commitments of the Lenders are terminated.

     

    "Permitted
Acquisition" means any Acquisition so long as:

     

    (a)           no
Default or Event of Default shall have occurred and be continuing or would
result from the consummation of the proposed Acquisition and the proposed
Acquisition shall not be hostile,

     

    (b)           no
Indebtedness will be incurred, assumed, or would exist with respect to Parent or
any Subsidiary of Parent as a result of such Acquisition (other than Acquired
Indebtedness), and no Liens will be incurred, assumed, or would exist with
respect to the assets of Parent or any Subsidiary of Parent as a result of such
Acquisition other than Permitted Liens,

     

    (c)           to
the extent the purchase consideration payable in respect of the proposed
Acquisition exceeds $1,000,000, at least 10 days prior to the anticipated
closing date of such proposed Acquisition (and, if the purchase consideration
payable in respect of the proposed Acquisition exceeds $5,000,000, at least 30
days prior to the anticipated closing date of such proposed Acquisition),
Borrower shall have provided Agent with written confirmation, supported by
reasonably detailed calculations, that on a pro forma basis (including
pro forma adjustments
arising out of events which are directly attributable to such proposed
Acquisition, are factually supportable, and are expected to have a continuing
impact, in each case, determined as if the Acquisition had been accomplished on
the first day of the relevant period; such eliminations and inclusions to be
mutually and reasonably agreed upon by Borrower and Agent) created by adding the
historical combined financial statements of Parent (including the combined
financial statements of any other Person or assets that were the subject of a
prior Permitted Acquisition during the relevant period) to the historical
consolidated financial statements of the Person to be acquired (or the
historical financial statements related to the assets to be acquired) pursuant
to the proposed Acquisition, Parent and its Subsidiaries on a consolidated
basis, would have been in compliance with the financial covenants in Section 7 of the
Agreement for the 4 fiscal quarter period ended immediately prior to the
proposed date of consummation of such proposed Acquisition,


    
      
         


      

      
        Schedule
1.1 – Page 25

        
          

        

      

      
         


      

    

     

    (d)           to
the extent the purchase consideration payable in respect of the proposed
Acquisition exceeds $1,000,000, at least 10 days prior to the anticipated
closing date of such proposed Acquisition, Borrower has provided Agent with its
due diligence package relative to such proposed Acquisition, including all
memoranda and presentations delivered to the board of directors of Parent, or,
if such memoranda or presentations are not available, a summary, in form and
substance satisfactory to Agent and consistent with past practices of Parent,
describing the rationale for such Acquisition in reasonable detail,

     

    (e)           Borrower
shall have Availability plus Qualified Cash in an amount equal to or greater
than $15,000,000 (or, if a Revolver Increase has been made in accordance with
Section 2.2 of
the Agreement, an amount equal to $15,000,000 plus 40% of the aggregate amount
of Revolver Increases) immediately after giving effect to the consummation of
the proposed Acquisition,

     

    (f)           the
proportional share of EBITDA, for the 12 month period most recently ended, of
the Person to be acquired shall not exceed 20% of TTM EBITDA (calculated on a
pro forma basis after giving effect to the proposed Acquisition),

     

    (g)           to
the extent the purchase consideration payable in respect the proposed
Acquisition exceeds $1,000,000, at least 10 days prior to the anticipated
closing date of such proposed Acquisition (and, if the purchase consideration
payable in respect of the proposed Acquisition exceeds $5,000,000, at least 30
days prior to the anticipated closing date of such proposed Acquisition),
Borrower shall have provided Agent with written notice of such proposed
Acquisition, and, in any event, promptly following the closing date of the
Acquisition, Borrower shall provide Agent with a copy of the executed
acquisition agreement and executed counterparts of all other agreements,
instruments or other documents pursuant to which such Acquisition has been
consummated (including, without limitation, any related management, non-compete,
employment, option or other material agreements), any schedules to such
agreements, instruments or other documents and all other material ancillary
agreements, instruments or other documents executed or delivered in connection
therewith,

     

    (h)           the
assets being acquired (other than a de minimis amount of assets
in relation to Parent's and its Subsidiaries' total assets), or the Person whose
Stock is being acquired, are useful in or engaged in, as applicable, the
business of Parent or any of its Subsidiaries or a business reasonably related
thereto, and

     

    (i)           upon
consummation of the proposed Acquisition, the Person to be acquired shall be a
direct Subsidiary of a Loan Party; provided, that a Loan
Party may acquire less than 50% of the outstanding capital stock having ordinary
voting power to elect a majority of the Board of Directors (or appoint other
comparable managers) of such Person to the extent that (i) the cash portion of
the purchase consideration payable in respect of all such Acquisitions
(including the proposed Acquisition and including deferred payment obligations)
shall not exceed $20,000,000 in the aggregate and (ii) the non-cash portion of
the purchase consideration payable in respect of all such Acquisitions
(including the proposed Acquisition and including deferred payment obligations)
shall not exceed $50,000,000 in the aggregate.


    
      
         


      

      
        Schedule
1.1 – Page 26

        
          

        

      

      
         


      

    

     

    "Permitted Discretion"
means a determination made in good faith and in the exercise of reasonable (from
the perspective of a secured asset-based lender) business judgment.

     

    "Permitted
Dispositions" means:

     

    (a)           sales,
abandonment, or other dispositions of Equipment that is substantially worn,
damaged, or obsolete in the ordinary course of business,

     

    (b)           sales
of Inventory to buyers in the ordinary course of business,

     

    (c)           the
use or transfer of money or Cash Equivalents in a manner that is not prohibited
by the terms of the Agreement or the other Loan Documents,

     

    (d)           the
licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and
other intellectual property rights in the ordinary course of
business,

     

    (e)           the
granting of Permitted Liens,

     

    (f)           
the sale or discount, in each case without recourse, of Accounts arising in the
ordinary course of business, but only in connection with the compromise or
collection thereof,

     

    (g)          
any involuntary loss, damage or destruction of property,

     

    (h)           any
involuntary condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, or confiscation or requisition of use of
property,

     

    (i)          
 the leasing or subleasing of assets of Parent or its Subsidiaries in the
ordinary course of business,

     

    (j)          
 the sale or issuance of Stock (other than Prohibited Stock) of
Parent,

     

    (k)           the
lapse of registered patents, trademarks and other intellectual property of
Parent and its Subsidiaries to the extent not economically desirable in the
conduct of their business and so long as such lapse is not materially adverse to
the interests of the Lenders,

     

    (l)          
 the making of a Restricted Junior Payment that is expressly permitted to
be made pursuant to the Agreement,

     

    (m)          the
making of a Permitted Investment,

     

    (n)           the
sale or disposition of non-core assets listed on Schedule P-4 hereto in an arm's
length transaction, upon fair and reasonable terms and, other than with respect
to certain artwork listed on Schedule P-4, to a person that is not an Affiliate
of a Loan Party, and


    
      
         


      

      
        Schedule
1.1 – Page 27

        
          

        

      

      
         


      

    

     

     (p)          dispositions
of assets (other than Accounts, intellectual property, licenses, Stock of
Subsidiaries of Parent or Material Contracts) not otherwise permitted in clauses (a) through
(o) above so long as no Event of Default exists and made at fair market value
and the aggregate fair market value of all assets disposed of in all such
dispositions since the Closing Date (including the proposed disposition) would
not exceed the Dollar Equivalent of $5,000,000.

     

    "Permitted Holders"
means the Persons identified on Schedule
P-6.

     

    "Permitted
Indebtedness" means:

     

    (a)           Indebtedness
evidenced by the Agreement and the other Loan Documents, together with
Indebtedness owed to Underlying Issuers with respect to Underlying Letters of
Credit,

     

    (b)           Indebtedness
not otherwise permitted under this definition of Permitted Indebtedness and set
forth on Schedule
P-3 and any Refinancing Indebtedness in respect of such
Indebtedness,

     

    (c)           Permitted
Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such
Indebtedness,

     

    (d)           guarantees
of Indebtedness of any Loan Party permitted under this Agreement,

     

    (e)           endorsement
of instruments or other payment items for deposit,

     

    (f)         
  Indebtedness consisting of (i) unsecured guarantees incurred in
the ordinary course of business with respect to surety and appeal bonds,
performance bonds, bid bonds, appeal bonds, completion guarantee and similar
obligations; (ii) unsecured guarantees arising with respect to customary
indemnification obligations to purchasers in connection with Permitted
Dispositions; (iii) unsecured guarantees with respect to Indebtedness of
Parent or one of its Subsidiaries, to the extent that the Person that is
obligated under such guaranty could have incurred such underlying Indebtedness;
and (iv) any Refinancing Indebtedness in respect of Indebtedness incurred under
clauses (i) through (iii) above,

     

    (g)           unsecured
Indebtedness of Parent that is incurred on the date of the consummation of a
Permitted Acquisition solely for the purpose of consummating such Permitted
Acquisition so long as (i) no Event of Default has occurred and is
continuing or would result therefrom, (ii) such unsecured Indebtedness is
not incurred for working capital purposes, (iii) such unsecured
Indebtedness does not mature prior to the date that is 12 months after the
Maturity Date, (iv) such Indebtedness is subordinated in right of payment
to the Obligations on terms and conditions reasonably satisfactory to Agent, and
(v) the only interest that accrues with respect to such Indebtedness is
payable in kind,

     

    (h)           (i)
Acquired Indebtedness in an amount not to exceed $5,000,000 outstanding at any
one time and (ii) any Refinancing Indebtedness in respect of Indebtedness
referred to in the foregoing subclause (i),


    
      
         


      

      
        Schedule
1.1 – Page 28

        
          

        

      

      
         


      

    

     

    (i)         
  Indebtedness incurred in the ordinary course of business under
performance, surety, statutory, bid and appeal bonds and similar
obligations,

     

    (j)          
 Indebtedness owed to any Person providing property, casualty, liability,
or other insurance to Parent or any of its Subsidiaries, so long as the amount
of such Indebtedness is not in excess of the amount of the unpaid cost of, and
shall be incurred only to defer the cost of, such insurance for the year in
which such Indebtedness is incurred and such Indebtedness is outstanding only
during such year,

     

    (k)           the
incurrence by Parent or its Subsidiaries of Indebtedness under Hedge Agreements
that are incurred for the bona fide purpose of hedging the interest rate or
foreign currency risk associated with Parent's and its Subsidiaries' operations
and not for speculative purposes,

     

    (l)        
   unsecured Indebtedness incurred in respect of netting
services, overdraft protection, employee credit card programs, automatic
clearinghouse arrangements, other cash management and other like services, in
each case, incurred in the ordinary course of business,

     

    (m)          contingent
liabilities in respect of any indemnification obligation, adjustment of purchase
price, non-compete, or similar obligation of Parent or the applicable Loan Party
incurred in connection with the consummation of one or more Permitted
Acquisitions,

     

    (n)           Earn-outs,

     

    (o)           Indebtedness
composing Permitted Investments,

     

    (p)           Indebtedness
in respect of the Senior Unsecured Debt (including any guarantee) in an
aggregate principal amount not to exceed $225,000,000; provided that, the
principal amount of such Indebtedness may be increased so long as (x) after
giving effect to such increase the aggregate principal amount of such
Indebtedness outstanding does not exceed $425,000,000 at any time and
(y) TTM EBITDA for the most recently ended fiscal month for which
Agent has received a monthly report pursuant to Schedule 5.1  prior to such
increase is equal to or greater than $75,000,000,

     

    (p)           Subject
to Section 5.16 of the Agreement, Indebtedness in respect of the Convertible
Subordinated Debt,

     

    (q)           Indebtedness
in respect of any bankers’ acceptance, bank guarantees, warehouse receipt or
similar facilities entered into in the ordinary course of business (including in
respect of workers compensation claims, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance or other
Indebtedness with respect to reimbursement-type obligations regarding workers
compensation claims),

     

    (r)          
 guarantee obligations incurred in the ordinary course of business in
respect of obligations of (or to) suppliers, customers, franchisees, lessors and
licensees,

     

    (s)           Indebtedness
representing deferred compensation to employees of the Parent or its
Subsidiaries incurred in the ordinary course of business,


    
      
         


      

      
        Schedule
1.1 – Page 29

        
          

        

      

      
         


      

    

     

    (t)       
    to that extent that Issuing Lender has elected not to
issue, or to cause an Underlying Issuer to issue, a Letter of Credit,
Indebtedness, in an amount of up to $1,000,000, in respect of reimbursement
obligations and other liabilities with respect of letters of credit in which the
amounts payable thereunder are payable in a currency other than Dollars or
Canadian Dollars,

     

    (u)           any
performance based forgivable loans granted to the Borrower or any Subsidiary for
any Call Center in an aggregate principal amount, for all such loans, at any one
time outstanding not to exceed $5,000,000, and

     

    (v)           additional
Indebtedness and (i) any Refinancing Indebtedness in respect of any Indebtedness
specified in subclause (i) above; provided that the
aggregate amount of Indebtedness incurred and remaining outstanding pursuant to
this clause (v) shall not at any time exceed $10,000,000.

     

    "Permitted Intercompany
Advances" means loans and advances (i) among the Loan Parties; (ii) by a
Subsidiary of Parent or a Minority-Owned Entity, in each case, that is not a
Loan Party to a Loan Party; (iii) by a Loan Party to a Subsidiary of Parent or a
Minority-Owned Entity, in each case, that is not a Loan Party, existing on the
Closing Date and described on Schedule P-7, in an aggregate amount not to exceed
$2,500,000; provided, that any
repayment of such loans or advances may not be reborrowed; and (iv) by a Loan
Party to a Subsidiary of Parent or a Minority-Owned Entity, in each case, that
is not a Loan Party, after the Closing Date, so long as (a) the proceeds of such
loan or advance are immediately, directly or indirectly, transferred to a Loan
Party or (b) (x) the aggregate principal amount of such loans and advances made
to Subsidiaries of Parent or Minority-Owned Entities that are not Loan Parties
shall not exceed $3,500,000 at any one time outstanding and (y) no Event of
Default has occurred and is continuing or would result therefrom (unless
otherwise consented to by Agent).

     

    "Permitted
Investments" means:

     

    (a)           Investments
in cash and Cash Equivalents (provided, that no US Loan Party or Canadian Loan
Party may have Investments in Foreign Cash Equivalents),

     

    (b)           Investments
in negotiable instruments deposited or to be deposited for collection in the
ordinary course of business,

     

    (c)           advances
made in connection with purchases of goods or services in the ordinary course of
business,

     

    (d)           Investments
received in settlement of amounts due to any Loan Party or any of its
Subsidiaries effected in the ordinary course of business (including amounts
received in disputes with customers or suppliers of any Loan Party arising in
the ordinary course of business) or owing to any Loan Party or any of its
Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor
or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or
its Subsidiaries,

     

    (e)           Investments
owned by any Loan Party or any of its Subsidiaries on the Closing Date and set
forth on Schedule
P-1,


    
      
         


      

      
        Schedule
1.1 – Page 30

        
          

        

      

      
         


      

    

     

    (f)         
  guarantees permitted under the definition of Permitted
Indebtedness,

     

    (g)           Permitted
Intercompany Advances,

     

    (h)           Stock
or other securities acquired in connection with the satisfaction or enforcement
of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in
bankruptcy of customers or suppliers or otherwise outside the ordinary course of
business) or as security for any such Indebtedness or claims,

     

    (i)         
  deposits of cash made in the ordinary course of business to secure
performance of operating leases,

     

    (j)       
    loans and advances to current or former employees,
officers, and directors of Parent or any of its Subsidiaries, their respective
estates, spouses or former spouses, in each case for the purpose of purchasing
Stock in Parent or any Loan Party so long as the proceeds of such loans or
advances are received by such Loan Party,

     

    (k)           Permitted
Acquisitions,

     

    (l)        
   Investments in the form of capital contributions and the
acquisition of Stock made by any Loan Party in any other Loan Party (other than
capital contributions to or the acquisition of Stock of Parent),

     

    (m)          Investments
in the form of Hedge Agreements that are permitted under the
Agreement,

     

    (n)           Investments
consisting of security deposits with utilities and other similar Persons made in
the ordinary course of business,

     

    (o)           loans
and advances to employees of any Loan Party in the ordinary course of business
in an aggregate amount not exceeding $2,000,000 at any one time
outstanding,

     

    (p)           Investments
of any Person in existence at the time such Person becomes a Subsidiary of the
Parent or any of its Subsidiaries; provided, that such
Investments were not made in connection with or anticipation of such Person
becoming a Subsidiary of the Parent or any of its Subsidiaries, as
applicable,

     

    (q)           Investments
in Pegasus Partners III, L.P. after the Closing Date in an aggregate amount not
exceeding $350,000 and any investments in Pegasus Partners III, L.P. existing on
the Closing Date,

     

    (r)     
      any Investment constituting a Restricted
Junior Payment permitted under Section 6.9 of the
Agreement, and

     

    (s)           so
long as no Event of Default has occurred and is continuing or would result
therefrom, any other Investments in an aggregate amount not to exceed the Dollar
Equivalent of $5,000,000 during the term of the Agreement.


    
      
         


      

      
        Schedule
1.1 – Page 31

        
          

        

      

      
         


      

    

     

    "Permitted Liens"
means:

     

    (a)           Liens
held by Agent to secure the Obligations,

     

    (b)           Liens
for unpaid taxes, assessments, or other governmental charges or levies that
either (i) are not yet delinquent, or (ii) do not have priority over
Agent's Liens and the underlying taxes, assessments, or charges or levies are
the subject of Permitted Protests,

     

    (c)           judgment
Liens or pre-judgment attachments, arising solely as a result of the existence
of judgments, orders, or awards that do not constitute an Event of Default under
Section 8.3 of
the Agreement,

     

    (d)           Liens
set forth on Schedule
P-2; provided, however, that to
qualify as a Permitted Lien, any such Lien described on Schedule P-2 shall
only secure the Indebtedness that it secures on the Closing Date and any
Refinancing Indebtedness in respect thereof,

     

    (e)           the
interests of lessors under operating leases and non-exclusive licensors under
license agreements,

     

    (f)         
  Liens on Equipment securing Indebtedness incurred pursuant to clause (c) of the
definition of Permitted Indebtedness and so long as (i) such Lien attaches
only to the asset purchased or acquired or leased and the proceeds thereof, and
(ii) such Lien only secures the Indebtedness that was incurred to acquire
the asset purchased or acquired or any Refinancing Indebtedness in respect
thereof,

     

    (g)           Liens
arising by operation of law in favor of warehousemen, landlords, custom brokers,
carriers, mechanics, materialmen, laborers, or suppliers, and other similar
liens incurred in the ordinary course of business and not in connection with the
borrowing of money, and which Liens either (i) are for sums not yet
delinquent, or (ii) are the subject of Permitted Protests,

     

    (h)           Liens
on amounts deposited to secure Parent's and its Subsidiaries obligations in
connection with worker's compensation or other unemployment insurance or other
forms of government insurance or benefits,

     

    (i)         
  Liens on amounts deposited to secure Parent's and its Subsidiaries
obligations in connection with the making or entering into of bids, tenders,
contracts, or leases in the ordinary course of business and not in connection
with the borrowing of money,

     

    (j)           
Liens on amounts deposited to secure Parent's and its Subsidiaries reimbursement
obligations with respect to surety or appeal bonds obtained in the ordinary
course of business,

     

    (k)           with
respect to any Real Property, easements, rights of way, and zoning restrictions
that do not materially interfere with or impair the use or operation
thereof,

     

    (l)         
  non-exclusive licenses of patents, trademarks, copyrights, and other
intellectual property rights in the ordinary course of
business,


    
      
         


      

      
        Schedule
1.1 – Page 32

        
          

        

      

      
         


      

    

     

    (m)          Liens
that are replacements of Permitted Liens to the extent that the original
Indebtedness is the subject of permitted Refinancing Indebtedness and so long as
the replacement Liens only encumber those assets that secured the original
Indebtedness,

     

    (n)           rights
of setoff or bankers' liens upon deposits of cash in favor of banks or other
depository institutions, solely to the extent incurred in connection with the
maintenance of such deposit accounts in the ordinary course of
business,

     

    (o)           Liens
granted in the ordinary course of business on the unearned portion of insurance
premiums securing the financing of insurance premiums to the extent the
financing is permitted under the definition of Permitted
Indebtedness,

     

    (p)           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,

     

    (q)           Liens
on deposits and pledges of cash in favor of issuers of letters of credit
permitted by clause (t) of the definition of Permitted Indebtedness so long as
(i) such deposit or pledge of cash is provided by the Loan Party that such
letter of credit has been issued in favor of, (ii) such deposit or pledge of
cash is segregated from all other Deposit Accounts of the Loan Parties, (iii)
such Liens attach only to the cash collateralizing such letters of credit, and
(iv) such Liens only secure Indebtedness permitted by clause (t) of the
definition of Permitted Indebtedness,

     

    (r)       
    customary Liens for the fees, costs and expenses of
trustees and escrow agents pursuant to any indenture, escrow agreement or
similar agreement establishing a trust or escrow arrangement so long as such
Liens attach only the trust or escrow account maintained in connection
therewith,

     

    (s)           the
right (so long as not exercised) reserved to or vested in any Governmental
Authority by the terms of any authorization acquired by any Loan Party or by any
statutory provision, to terminate any such authorization,

     

    (t)           any
rights (so long as not exercised) of expropriation, access or use or other
similar such rights conferred or vested on public authorities by or under
statutes of Canada or any province or territory of Canada or any foreign
jurisdiction, or any political subdivision thereof,

     

    (u)           the
reservations, limitations, provisos and conditions, if any, expressed in any
original grants from the Crown, and

     

    (v)           other
Liens so long as (i) the Indebtedness secured thereby does not exceed $1,000,000
in the aggregate and (ii) such Liens do not attach to any Accounts or Deposit
Accounts of any Loan Party.


    
      
         


      

      
        Schedule
1.1 – Page 33

        
          

        

      

      
         


      

    


    "Permitted Protest"
means the right of Parent or any of its Subsidiaries to protest any Lien (other
than any Lien that secures the Obligations), taxes (other than payroll taxes or
taxes that are the subject of a United States federal tax lien or Canadian
statutory lien or deemed trust), or rental payment, provided that
(a) a reserve with respect to such obligation is established on Parent's or
its Subsidiaries' books and records in such amount as is required under GAAP,
(b) any such protest is instituted promptly and prosecuted diligently by
Parent or its Subsidiary, as applicable, in good faith, and (c) Agent is
satisfied that, while any such protest is pending, there will be no impairment
of the enforceability, validity, or priority of any of Agent's
Liens.

     

    "Permitted Purchase Money
Indebtedness" means, as of any date of determination, Purchase Money
Indebtedness incurred after the Closing Date in an aggregate principal amount
outstanding at any one time not in excess of $25,000,000.

     

    "Person" means natural
persons, corporations, limited liability companies, limited partnerships,
general partnerships, limited liability partnerships, joint ventures, trusts,
land trusts, business trusts, or other organizations, irrespective of whether
they are legal entities, and governments and agencies and political subdivisions
thereof.

     

    "PPSA" means,
collectively, the Personal
Property Security Act (Ontario), the Personal Property Security
Act (Nova Scotia), the Personal Property Security
Act (Alberta) or any other applicable Canadian federal or provincial
statute (including the Civil Code of Quebec) pertaining to the granting,
perfecting, priority or ranking of security interests, lien, hypothecs or
personal property, and any successor statutes, together with any regulations
thereunder, in each case as in effect from time to time.  References
to sections of the PPSA shall be construed to also reference any successor
sections.

     

    "Prohibited Stock"
means any Stock that by its terms is mandatorily redeemable or subject to any
other payment obligation (excluding Put Obligations, but including any
obligation to pay dividends, other than dividends of shares of Stock of the same
class and series payable in kind or dividends of shares of common stock) on or
before a date that is less than 1 year after the Maturity Date, or, on or before
the date that is less than 1 year after the Maturity Date, is redeemable at the
option of the holder thereof for cash or assets or securities (other than
distributions in kind of shares of Stock of the same class and series or of
shares of common stock).

     

    "Projections" means
Parent's forecasted (a) balance sheets, (b) profit and loss
statements, and (c) cash flow statements, all prepared on a basis
consistent with Parent's historical financial statements, together with
appropriate supporting details and a statement of underlying
assumptions.

     

    "Pro Forma EBITDA"
means, with respect to any Loan Party or Subsidiary of Parent acquired in a
Permitted Acquisition, EBITDA attributable to such Loan Party or Subsidiary for
the most recent twelve (12) month period for which financial statements are made
available to Agent at the time of determination thereof, adjusted by
extraordinary expenses, increased costs, identifiable and verifiable expense
reductions and excess or additional management compensation, if any, in each
case calculated by Borrower and approved by Agent and Required
Lenders.

     

    "Pro Rata Share"
means, as of any date of determination:


    
      
         


      

      
        Schedule
1.1 – Page 34

        
          

        

      

      
         


      

    


    (a)           with
respect to a Lender's obligation to make Advances and right to receive payments
of principal, interest, fees, costs, and expenses with respect thereto,
(i) prior to the Revolver Commitments being terminated or reduced to zero,
the percentage obtained by dividing (y) such Lender's Revolver Commitment,
by (z) the aggregate Revolver Commitments of all Lenders, and
(ii) from and after the time that the Revolver Commitments have been
terminated or reduced to zero, the percentage obtained by dividing (y) the
outstanding principal amount of such Lender's Advances by (z) the
outstanding principal amount of all Advances,

     

    (b)           with
respect to a Lender's obligation to participate in Letters of Credit and
Reimbursement Undertakings, to reimburse the Issuing Lender, and right to
receive payments of fees with respect thereto, (i) prior to the Revolver
Commitments being terminated or reduced to zero, the percentage obtained by
dividing (y) such Lender's Revolver Commitment, by (z) the aggregate
Revolver Commitments of all Lenders, and (ii) from and after the time that
the Revolver Commitments have been terminated or reduced to zero, the percentage
obtained by dividing (y) the outstanding principal amount of such Lender's
Advances by (z) the outstanding principal amount of all Advances; provided, however, that if all
of the Advances have been repaid in full and Letters of Credit remain
outstanding, Pro Rata Share under this clause shall be determined based upon
subclause (i) of this clause as if the Revolver Commitments had not been
terminated or reduced to zero and based upon the Revolver Commitments as they
existed immediately prior to their termination or reduction to
zero.

     

    (c)           with
respect to all other matters as to a particular Lender (including the
indemnification obligations arising under Section 15.7 of the
Agreement), (i) prior to the Revolver Commitments being terminated or
reduced to zero, the percentage obtained by dividing (y) such Lender's
Revolver Commitment, by (z) the aggregate amount of Revolver Commitments of
all Lenders, and (ii) from and after the time that the Revolver Commitments
have been terminated or reduced to zero, the percentage obtained by dividing
(y) the outstanding principal amount of such Lender's Advances, by
(z) the outstanding principal amount of all Advances; provided, however, that if all
of the Advances have been repaid in full and Letters of Credit remain
outstanding, Pro Rata Share under this clause shall be determined based upon
subclause (i) of this clause as if the Revolver Commitments had not been
terminated or reduced to zero and based upon the Revolver Commitments as they
existed immediately prior to their termination or reduction to
zero.

     

    "Protective Advances"
has the meaning specified therefor in Section 2.3(d)(i) of
the Agreement.

     

    "Purchase Money
Indebtedness" means Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred at the time of, or within 20
days after, the acquisition of any fixed assets for the purpose of financing all
or any part of the acquisition cost thereof.

     

    "Put Obligations"
means the contractual rights of the holder of capital Stock in any Subsidiary of
Parent to require, in certain circumstances, the Subsidiary or the applicable
parent company of such Subsidiary to acquire all or a portion of such Stock held
by such holder, with the terms and conditions of such right to be consistent
with past practices.


    
      
         


      

      
        Schedule
1.1 – Page 35

        
          

        

      

      
         


      

    


    "Qualified Cash"
means, as of any date of determination, the sum of (a) the lesser of (i)
$7,500,000 and (ii) the Dollar Equivalent amount of unrestricted cash and
Foreign Cash Equivalents of Parent and its Subsidiaries that is in Deposit
Accounts or in Securities Accounts, or any combination thereof, and which such
Deposit Account or Securities Account is the subject to a first priority
perfected Lien in favor of Agent and (b) the amount of unrestricted cash and
Domestic Cash Equivalents of Parent and its Subsidiaries that is in Deposit
Accounts or in Securities Accounts, or any combination thereof, and which such
Deposit Account or Securities Account is the subject of a Control Agreement and
is maintained by a branch office of the bank or securities intermediary located
within the United States or Canada.

     

    "Real Property" means
any estates or interests in real property now owned or hereafter acquired by
Parent or its Subsidiaries and the improvements thereto.

     

    "Record" means
information that is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable form.

     

    "Refinancing
Indebtedness" means refinancings, modifications, replacements,
refundings, renewals, or extensions of Indebtedness so long as:

     

    (a)           such
refinancings, modifications, replacements, refundings, renewals, or extensions
do not result in an increase in the principal amount of the Indebtedness so
refinanced, modified, replaced, refunded, renewed, or extended, other than by
the amount of premiums paid thereon and the fees and expenses incurred in
connection therewith and by the amount of unfunded commitments with respect
thereto,

     

    (b)           such
refinancings, modifications, replacements, refundings, renewals, or extensions
do not result in a shortening of the average weighted maturity (measured as of
the refinancing, renewal, or extension) of the Indebtedness so refinanced,
modified, replaced, refunded, renewed, or extended, nor are they on terms or
conditions that, taken as a whole, are or could reasonably be expected to be
materially adverse to the interests of the Lenders,

     

    (c)           if
the Indebtedness that is refinanced, modified, replaced, refunded, renewed, or
extended was subordinated in right of payment to the Obligations, then the terms
and conditions of the refinancing, modification, replacement, refunding,
renewal, or extension must include subordination terms and conditions that are
at least as favorable to the Lender Group as those that were applicable to the
refinanced, modified, replaced, refunded, renewed, or extended Indebtedness,
and

     

    (d)           the
Indebtedness that is refinanced, modified, replaced, refunded, renewed, or
extended is not recourse to any Person that is liable on account of the
Obligations other than those Persons which were obligated with respect to the
Indebtedness that was refinanced, renewed, or extended.

     

    "Reimbursement
Undertaking" has the meaning specified therefor in Section 2.11(a) of
the Agreement.

     

    "Related Fund" means,
with respect to any Lender that is an investment fund, any other investment fund
that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment
advisor.


    
      
         


      

      
        Schedule
1.1 – Page 36

        
          

        

      

      
         


      

    

     

    "Remedial Action"
means all actions taken to (a) clean up, remove, remediate, contain, treat,
monitor, assess, evaluate, or in any way address Hazardous Materials in the
indoor or outdoor environment, (b) prevent or minimize a release or
threatened release of Hazardous Materials so they do not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment, (c) restore or reclaim natural resources or the environment,
(d) perform any pre-remedial studies, investigations, or post-remedial
operation and maintenance activities, or (e) conduct any other actions with
respect to Hazardous Materials required by Environmental Laws.

     

    "Replacement Lender"
has the meaning specified therefor in Section 2.13(b) of
the Agreement.

     

    "Report" has the
meaning specified therefor in Section 15.16 of the
Agreement.

     

    "Required
Availability" means that the sum of (a) Excess Availability, plus (b) Qualified Cash
exceeds $50,000,000.

     

    "Required Lenders"
means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under
clause (c) of the definition of Pro Rata Shares) exceed 50%; provided, however, that at any
time there are 2 or more Lenders, "Required Lenders" must include at least 2
Lenders.

     

    "Reserve Percentage"
means, on any day, for any Lender, the maximum percentage prescribed by the
Board of Governors of the Federal Reserve System (or any successor Governmental
Authority) for determining the reserve requirements (including any basic,
supplemental, marginal, or emergency reserves) that are in effect on such date
with respect to eurocurrency funding (currently referred to as "eurocurrency
liabilities") of that Lender, but so long as such Lender is not required or
directed under applicable regulations to maintain such reserves, the Reserve
Percentage shall be zero.

     

    "Restricted Junior
Payment" means to (a) declare or pay any dividend or make any other
payment or distribution, direct or indirect, on account of Stock issued by a
Loan Party or any of its Subsidiaries, now or hereafter outstanding, (b) make
any repurchase, redemption, retirement, defeasance, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
Stock of any Loan Party or any direct or indirect parent of any Loan Party, now
or hereafter outstanding, (c)  make any payment to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights for
the purchase or acquisition of shares of any class of Stock of any Loan Party,
now or hereafter outstanding, (d) return any Stock to any shareholder or other
equity holders of any Loan Party or any of its Subsidiaries, or make any other
distribution of property, assets, shares of Stock, warrants, rights, options,
obligations or securities thereto as such, (e) pay any management fees or any
other fees or expenses (including the reimbursement thereof by any Loan Party or
any of its Subsidiaries) pursuant to any management (other than the Management
Services Agreement so long as the nature of the employment covered by such
agreement is the same as in effect on the date hereof), consulting or other
services agreement to any of the shareholders or other equityholders of any Loan
Party or any of its Subsidiaries or other Affiliates, or to any other
Subsidiaries or Affiliates of any Loan Party (except to the extent such
management fees or such other fees and expenses under such arrangement are (i)
in lieu of compensation that would otherwise be paid to such person or (ii) made
to a Loan Party), (f) make any payment in respect of any Put Obligation, or (g)
make any payment in respect of any Earn-outs.


    
      
         


      

      
        Schedule
1.1 – Page 37

        
          

        

      

      
         


      

    

     

    "Revolver Commitment"
means, with respect to each Lender, its Revolver Commitment, and, with respect
to all Lenders, their Revolver Commitments, in each case as such Dollar amounts
are set forth beside such Lender's name under the applicable heading on Schedule C-1 or in
the Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder, as such amounts may be reduced or increased from time to time
pursuant to assignments made in accordance with the provisions of Section 13.1 of the
Agreement.

     

    "Revolver Usage"
means, as of any date of determination, the sum of (a) the amount of
outstanding Advances, plus
(b) the amount of the Letter of Credit Usage.

     

    "Sanctioned Entity"
means (a) a country or a government of a country, (b) an agency of the
government of a country, (c) an organization directly or indirectly
controlled by a country or its government, (d) a Person resident in or
determined to be resident in a country, in each case, that is subject to a
country sanctions program administered and enforced by OFAC.

     

    "Sanctioned Person"
means a person named on the list of Specially Designated Nationals maintained by
OFAC.

     

    "S&P" has the
meaning specified therefor in the definition of Domestic Cash
Equivalents.

     

    "SEC" means the United
States Securities and Exchange Commission and any successor
thereto.

     

    "Securities Account"
means a securities account (as that term is defined in the Code).

     

    "Securities Act" means
the Securities Act of 1933, as amended from time to time, and any successor
statute.

     

    "Security Agreement"
means the Canadian Security Agreement or the US Security Agreement, as the
context requires.

     

    "Senior Leverage
Ratio" means, as of any date of determination, the ratio of (a) the
sum of (i) the Revolver Usage as of such date minus (ii) the sum of
(A) the lesser of (x) $7,500,000 and (y) the Dollar Equivalent amount of
unrestricted cash and Foreign Cash Equivalents of the Foreign Loan Parties as of
such date that is in Deposit Accounts or in Securities Accounts, or any
combination thereof, and which such Deposit Account or Securities Account is the
subject to a first priority perfected Lien in favor of Agent and (B) the amount
of unrestricted cash and Domestic Cash Equivalents of the US Loan Parties and
the Canadian Loan Parties as of such date that are held in Deposit Accounts in
the United States and Canada that are subject to Control Agreements, to
(b) Parent's TTM EBITDA for the 12 month period ended as of such
date.


    
      
         


      

      
        Schedule
1.1 – Page 38

        
          

        

      

      
         


      

    


    "Senior Unsecured
Debt" means the Indebtedness in an aggregate principal amount not to
exceed $225,000,000 (provided that, the principal amount of such Indebtedness
may be increased so long as (i) after giving effect to such increase the
aggregate principal amount of such Indebtedness outstanding does not exceed
$425,000,000 at any time and (ii) TTM EBITDA for the most recently
ended fiscal month for which Agent has received a monthly report pursuant to
Schedule 5.1  prior to such increase is equal to or greater than
$75,000,000) owing by Parent to the "Holders" (as defined in Senior Unsecured
Trust Indenture) pursuant to the Senior Unsecured Debt Documents.

     

    "Senior Unsecured Debt
Documents" means the Senior Unsecured Trust Indenture, the  "Notes"
(as defined in the Senior Unsecured Trust Indenture), the "Registration Rights
Agreement" (as defined in the Senior Unsecured Trust Indenture) and all other
agreements, instruments and documents evidencing the Senior Unsecured Debt, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

     

    "Senior Unsecured Trust
Indenture" means that certain Indenture dated as of October 23, 2009
among Parent, the "Note Guarantors" party thereto and The Bank of New York
Mellon, as trustee, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof.

     

    "Settlement" has the
meaning specified therefor in Section 2.3(e)(i) of
the Agreement.

     

    "Settlement Date" has
the meaning specified therefor in Section 2.3(e)(i) of
the Agreement.

     

    "Solvent" means, with
respect to any Person on a particular date, that, at fair valuations, the sum of
such Person's assets is greater than all of such Person's debts.

     

    "Stock" means all
shares, interests, participations, or other equivalents (regardless of how
designated) of or in a Person, whether voting or nonvoting, including common
stock, preferred stock, or any other "equity security" (as such term is defined
in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under
the Exchange Act) and any options or warrants to purchase any of the
foregoing.

     

    "Subsidiary" of a
Person means (a) a corporation, partnership, limited liability company, or
other entity in which that Person directly or indirectly owns or controls the
shares of Stock having ordinary voting power to elect a majority of the board of
directors (or appoint other comparable managers) of such corporation,
partnership, limited liability company, or other entity, and (b) except for
purposes of calculating the financial covenants set forth in Section 7 and the
terms used in connection therewith (including EBITDA, Fixed Charge Coverage
Ratio and Senior Leverage Ratio), each Minority-Owned Entity that is a Loan
Party.

     

    "Swing Lender" means
WFF or any other Lender that, at the request of Borrower and with the consent of
Agent agrees, in such Lender's sole discretion, to become the Swing Lender under
Section 2.3(b)
of the Agreement.

     

    "Swing Loan" has the
meaning specified therefor in Section 2.3(b) of the
Agreement.


    
      
         


      

      
        Schedule
1.1 – Page 39

        
          

        

      

      
         


      

    

     

    "Taxes" means any
taxes, levies, imposts, duties, fees, assessments, withholdings or other charges
of whatever nature now or hereafter imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein with respect to
such payments and all interest, penalties or similar liabilities with respect
thereto; provided, however, that Taxes
shall exclude (i) any tax imposed on the net income or net profits of any
Lender or any Participant (including any branch profits taxes), in each case
imposed by the jurisdiction (or by any political subdivision or taxing authority
thereof) in which such Lender or such Participant is organized or the
jurisdiction (or by any political subdivision or taxing authority thereof) in
which such Lender's or such Participant's principal office is located in each
case as a result of a present or former connection between such Lender or such
Participant and the jurisdiction or taxing authority imposing the tax (other
than any such connection arising solely from such Lender or such Participant
having executed, delivered or performed its obligations or received payment
under, or enforced its rights or remedies under the Agreement or any other Loan
Document); (ii) taxes resulting from a Lender's or a Participant's failure
to comply with the requirements of Section 16(d) or
(e) of the
Agreement, and (iii) any United States federal withholding taxes that would
be imposed on amounts payable to a Foreign Lender based upon the applicable
withholding rate in effect at the time such Foreign Lender becomes a party to
the Agreement (or designates a new lending office), except that Taxes
shall include (A) any amount that such Foreign Lender (or its assignor, if
any) was previously entitled to receive pursuant to Section 16(a) of the
Agreement, if any, with respect to such withholding tax at the time such Foreign
Lender becomes a party to the Agreement (or designates a new lending office),
and (B) additional United States federal withholding taxes that may be
imposed after the time such Foreign Lender becomes a party to the Agreement (or
designates a new lending office), as a result of a change in law, rule,
regulation, order or other decision with respect to any of the foregoing by any
Governmental Authority.

     

    "Tax Lender" has the
meaning specified therefor in Section 14.2(a) of
the Agreement.

     

    "Trademark Security
Agreement" has the meaning specified therefor in the Security
Agreements.

     

    "TTM EBITDA" means, as
of any date of determination, EBITDA of Parent and its Subsidiaries determined
on a consolidated basis, for the 12 month period most recently
ended.

     

    "Underlying Issuer"
means Wells Fargo or one of its Affiliates.

     

    "Underlying Letter of
Credit" means a Letter of Credit that has been issued by an Underlying
Issuer.

     

    "United States" means
the United States of America.

     

    "US Designated
Account" means the Deposit Account identified on Schedule
D-2.

     

    "US Designated Account
Bank" has the meaning specified therefor in Schedule
D-2.


    
      
         


      

      
        Schedule
1.1 – Page 40

        
          

        

      

      
         


      

    

     

    "US Loan Party" means
a Loan Party organized under the laws of the United States, a state thereof or
the District of Columbia.

     

    "US Security
Agreement" means a security agreement, dated as of even date with the
Agreement, in form and substance reasonably satisfactory to Agent, executed and
delivered by the Loan Parties (other than the Canadian Loan Parties) to
Agent.

     

    "Voidable Transfer"
has the meaning specified therefor in Section 17.8 of the
Agreement.

     

    "Wells Fargo" means
Wells Fargo Bank, National Association, a national banking
association.

     

    "WFF" means Wells
Fargo Foothill, LLC, a Delaware limited liability company.


    
      
         


      

      
        Schedule
1.1 – Page 41