Exhibit
10.1

     

      
        

      

    

     

    Credit
Agreement

     

    Dated
as of November 4, 2009,

     

    among

     

    GFA
Brands, Inc.,

    as the
Borrower

     

    Smart
Balance, Inc.,

    as
the Parent

     

    The
Guarantors from time to time parties hereto,

     

    the
Lenders from time to time parties hereto,

     

    and

     

    Bank
of Montreal,

    as
Administrative Agent

     

    
      
        
 

    

    BMO
Capital Markets, as Sole Lead Arranger and Sole Book Runner

     

    General
Electric Capital Corporation, as Syndication Agent

     

    Union
Bank, N.A., as Syndication Agent

     

    
      Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”,

    

    
      New
York Branch, as Documentation Agent

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Table
of Contents

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Section

                            	
                              Heading

                            	
                              Page

                            
	 
      	 
      	 
      
	
                              Section
      1.

                            	
                              The
      Credit Facilities

                            	
                              1

                            
	 	 	 
	
                              Section
      1.1.

                            	
                              Term
      Loan Commitments

                            	
                              1

                            
	
                              Section
      1.2.

                            	
                              Revolving
      Credit Commitments

                            	
                              1

                            
	
                              Section
      1.3.

                            	
                              Letters
      of Credit

                            	
                              2

                            
	
                              Section
      1.4.

                            	
                              Applicable
      Interest Rates

                            	
                              5

                            
	
                              Section
      1.5.

                            	
                              Minimum
      Borrowing Amounts; Maximum Eurodollar Loans

                            	
                              7

                            
	
                              Section
      1.6.

                            	
                              Manner
      of Borrowing Loans and Designating Applicable Interest
    Rates

                            	
                              8

                            
	
                              Section
      1.7.

                            	
                              Swing
      Loans

                            	
                              9

                            
	
                              Section
      1.8.

                            	
                              Maturity
      of Loans

                            	
                              11

                            
	
                              Section
      1.9.

                            	
                              Prepayments

                            	
                              12

                            
	
                              Section
      1.10.

                            	
                              Default
      Rate

                            	
                              15

                            
	
                              Section
      1.11.

                            	
                              Evidence
      of Indebtedness

                            	
                              15

                            
	
                              Section
      1.12.

                            	
                              Funding
      Indemnity

                            	
                              16

                            
	
                              Section
      1.13.

                            	
                              Commitment
      Terminations

                            	
                              17

                            
	
                              Section
      1.14.

                            	
                              Substitution
      of Lenders

                            	
                              17

                            
	
                              Section
      1.15.

                            	
                              Defaulting
      Lenders

                            	
                              18

                            
	
                              Section
      1.16.

                            	
                              Increase
      in Revolving Credit Commitments or Making Incremental Term
      Loan

                            	
                              19

                            
	 
      	 
      	 
      
	
                              Section
      2.

                            	
                              Fees

                            	
                              20

                            
	 	 	 
	
                              Section
      2.1.

                            	
                              Fees

                            	
                              20

                            
	 
      	 
      	 
      
	
                              Section
      3.

                            	
                              Place
      and Application of Payments

                            	
                              21

                            
	 	 	 
	
                              Section
      3.1.

                            	
                              Place
      and Application of Payments

                            	
                              21

                            
	
                              Section
      3.2.

                            	
                              Account
      Debit

                            	
                              22

                            
	 
      	 
      	 
      
	
                              Section
      4.

                            	
                              Guaranties
      and Collateral

                            	
                              22

                            
	 	 	 
	
                              Section
      4.1.

                            	
                              Guaranties

                            	
                              22

                            
	
                              Section
      4.2.

                            	
                              Collateral

                            	
                              23

                            
	
                              Section
      4.3.

                            	
                              Liens
      on Real Property

                            	
                              24

                            
	
                              Section
      4.4.

                            	
                              Further
      Assurances

                            	
                              24

                            
	 
      	 
      	 
      
	
                              Section
      5.

                            	
                              Definitions;
      Interpretation

                            	
                              24

                            
	 	 	 
	
                              Section
      5.1.

                            	
                              Definitions

                            	
                              24

                            
	
                              Section
      5.2.

                            	
                              Interpretation

                            	
                              42

                            
	
                              Section
      5.3.

                            	
                              Change
      in Accounting Principles

                            	
                              42

                            
	 
      	 
      	 
      
	
                              Section
      6.

                            	
                              Representations
      and Warranties

                            	
                              42

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      Section
      6.1.

                    	
                      Organization
      and Qualification

                    	
                      42

                    
	
                      Section
      6.2.

                    	
                      Parent
      and Subsidiaries.

                    	
                      43

                    
	
                      Section
      6.3.

                    	
                      Authority
      and Validity of Obligations

                    	
                      43

                    
	
                      Section
      6.4.

                    	
                      Use
      of Proceeds; Margin Stock

                    	
                      44

                    
	
                      Section
      6.5.

                    	
                      Financial
      Reports

                    	
                      44

                    
	
                      Section
      6.6.

                    	
                      No
      Material Adverse Change

                    	
                      44

                    
	
                      Section
      6.7.

                    	
                      Full
      Disclosure

                    	
                      44

                    
	
                      Section
      6.8.

                    	
                      Trademarks,
      Franchises, and Licenses

                    	
                      45

                    
	
                      Section
      6.9.

                    	
                      Governmental
      Authority and Licensing

                    	
                      45

                    
	
                      Section
      6.10.

                    	
                      Good
      Title

                    	
                      45

                    
	
                      Section
      6.11.

                    	
                      Litigation
      and Other Controversies

                    	
                      45

                    
	
                      Section
      6.12.

                    	
                      Taxes

                    	
                      45

                    
	
                      Section
      6.13.

                    	
                      Approvals

                    	
                      46

                    
	
                      Section
      6.14.

                    	
                      Affiliate
      Transactions

                    	
                      46

                    
	
                      Section
      6.15.

                    	
                      Investment
      Company

                    	
                      46

                    
	
                      Section
      6.16.

                    	
                      ERISA

                    	
                      46

                    
	
                      Section
      6.17.

                    	
                      Compliance
      with Laws

                    	
                      46

                    
	
                      Section
      6.18.

                    	
                      OFAC

                    	
                      47

                    
	
                      Section
      6.19.

                    	
                      Other
      Agreements

                    	
                      47

                    
	
                      Section
      6.20.

                    	
                      Solvency

                    	
                      47

                    
	
                      Section
      6.21.

                    	
                      No
      Default

                    	
                      47

                    
	
                      Section
      6.22.

                    	
                      No
      Broker Fees.

                    	
                      47

                    
	 
      	 
      	 
      
	
                      Section
      7.

                    	
                      Conditions
      Precedent

                    	
                      47

                    
	 	 	 
	
                      Section
      7.1.

                    	
                      All
      Credit Events

                    	
                      47

                    
	
                      Section
      7.2.

                    	
                      Initial
      Credit Event

                    	
                      48

                    
	
                      Section
      7.3.

                    	
                      Post-Closing
      Matters

                    	
                      50

                    
	 
      	 
      	 
      
	
                      Section
      8.

                    	
                      Covenants

                    	
                      51

                    
	 	 	 
	
                      Section
      8.1.

                    	
                      Maintenance
      of Business

                    	
                      51

                    
	
                      Section
      8.2.

                    	
                      Maintenance
      of Properties

                    	
                      51

                    
	
                      Section
      8.3.

                    	
                      Taxes
      and Assessments

                    	
                      51

                    
	
                      Section
      8.4.

                    	
                      Insurance

                    	
                      51

                    
	
                      Section
      8.5.

                    	
                      Financial
      Reports

                    	
                      52

                    
	
                      Section
      8.6.

                    	
                      Inspection

                    	
                      54

                    
	
                      Section
      8.7.

                    	
                      Borrowings
      and Guaranties

                    	
                      54

                    
	
                      Section
      8.8.

                    	
                      Liens

                    	
                      56

                    
	
                      Section
      8.9.

                    	
                      Investments,
      Acquisitions, Loans and Advances

                    	
                      58

                    
	
                      Section
      8.10.

                    	
                      Mergers,
      Consolidations and Sales

                    	
                      59

                    
	
                      Section
      8.11.

                    	
                      Maintenance
      of Subsidiaries

                    	
                      61

                    
	
                      Section
      8.12.

                    	
                      Dividends
      and Certain Other Restricted Payments

                    	
                      61

                    
	
                      Section
      8.13.

                    	
                      ERISA

                    	
                      62

                    
	
                      Section
      8.14.

                    	
                      Compliance
      with Laws

                    	
                      62

                    
	
                      Section
      8.15.

                    	
                      Compliance
      with OFAC Sanctions Programs

                    	
                      62

                    
	
                      Section
      8.16.

                    	
                      Burdensome
      Contracts With Affiliates

                    	
                      63

                    


            

          

        

      

    

    


    


    
      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                	
                        Section
      8.17.

                      	
                        No
      Changes in Fiscal Year

                      	
                        63

                      
	
                        Section
      8.18.

                      	
                        Formation
      of Subsidiaries

                      	
                        63

                      
	
                        Section
      8.19.

                      	
                        Change
      in the Nature of Business

                      	
                        63

                      
	
                        Section
      8.20.

                      	
                        Use
      of Proceeds

                      	
                        64

                      
	
                        Section
      8.21.

                      	
                        No
      Restrictions

                      	
                        64

                      
	
                        Section
      8.22.

                      	
                        Hedge
      Agreements

                      	
                        64

                      
	
                        Section
      8.23.

                      	
                        Financial
      Covenants

                      	
                        64

                      
	
                        Section
      8.24.

                      	
                        Operating
      Accounts

                      	
                        64

                      
	
                        Section
      8.25.

                      	
                        Amendment,
      Etc. of  Intercompany Agreements

                      	
                        65

                      
	
                        Section
      8.26.

                      	
                        Material
      Contracts

                      	
                        66

                      
	
                        Section
      8.27.

                      	
                        Foreign
      Intellectual Property

                      	
                        66

                      
	 
      	 
      	 
      
	
                        Section
      9.

                      	
                        Events
      of Default and Remedies

                      	
                        66

                      
	 	 	 
	
                        Section
      9.1.

                      	
                        Events
      of Default

                      	
                        66

                      
	
                        Section
      9.2.

                      	
                        Non-Bankruptcy
      Defaults

                      	
                        68

                      
	
                        Section
      9.3.

                      	
                        Bankruptcy
      Defaults

                      	
                        69

                      
	
                        Section
      9.4.

                      	
                        Collateral
      for Undrawn Letters of Credit

                      	
                        69

                      
	
                        Section
      9.5.

                      	
                        Notice
      of Default

                      	
                        70

                      
	 
      	 
      	 
      
	
                        Section
      10.

                      	
                        Change
      in Circumstances

                      	
                        70

                      
	 	 	 
	
                        Section
      10.1.

                      	
                        Change
      of Law

                      	
                        70

                      
	
                        Section
      10.2.

                      	
                        Unavailability
      of Deposits or Inability to Ascertain, or Inadequacy of,
    LIBOR

                      	
                        70

                      
	
                        Section
      10.3.

                      	
                        Increased
      Cost and Reduced Return

                      	
                        71

                      
	
                        Section
      10.4.

                      	
                        Lending
      Offices

                      	
                        72

                      
	
                        Section
      10.5.

                      	
                        Discretion
      of Lender as to Manner of Funding

                      	
                        72

                      
	 
      	 
      	 
      
	
                        Section
      11.

                      	
                        The
      Administrative Agent

                      	
                        72

                      
	 	 	 
	
                        Section
      11.1.

                      	
                        Appointment
      and Authorization of Administrative Agent

                      	
                        73

                      
	
                        Section
      11.2.

                      	
                        Administrative
      Agent and its Affiliates

                      	
                        73

                      
	
                        Section
      11.3.

                      	
                        Action
      by Administrative Agent

                      	
                        73

                      
	
                        Section
      11.4.

                      	
                        Consultation
      with Experts

                      	
                        74

                      
	
                        Section
      11.5.

                      	
                        Liability
      of Administrative Agent; Credit Decision

                      	
                        74

                      
	
                        Section
      11.6.

                      	
                        Indemnity

                      	
                        75

                      
	
                        Section
      11.7.

                      	
                        Resignation
      of Administrative Agent and Successor Administrative Agent

                      	
                        75

                      
	
                        Section
      11.8.

                      	
                        L/C
      Issuer and Swing Line Lender.

                      	
                        75

                      
	
                        Section
      11.9.

                      	
                        Hedging
      Liability and Funds Transfer and Deposit Account Liability
      Arrangements

                      	
                        76

                      
	
                        Section
      11.10.

                      	
                        Designation
      of Additional Agents

                      	
                        76

                      
	
                        Section
      11.11.

                      	
                        Authorization
      to Release or Subordinate or Limit Liens

                      	
                        76

                      
	
                        Section
      11.12.

                      	
                        Authorization
      to Enter into, and Enforcement of, the Collateral
Documents

                      	
                        77

                      
	 
      	 
      	 
      
	
                        Section
      12.

                      	
                        The
      Guaranties

                      	
                        77

                      


              

            

          

        

      

    

    


    


    
      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            	
                    Section
      12.1.

                  	
                    The
      Guaranties

                  	
                    77

                  
	
                    Section
      12.2.

                  	
                    Guarantee
      Unconditional

                  	
                    78

                  
	
                    Section
      12.3.

                  	
                    Discharge
      Only upon Payment in Full; Reinstatement in Certain
      Circumstances

                  	
                    79

                  
	
                    Section
      12.4.

                  	
                    Subrogation

                  	
                    79

                  
	
                    Section
      12.5.

                  	
                    Waivers

                  	
                    79

                  
	
                    Section
      12.6.

                  	
                    Limit
      on Recovery

                  	
                    79

                  
	
                    Section
      12.7.

                  	
                    Stay
      of Acceleration

                  	
                    79

                  
	
                    Section
      12.8.

                  	
                    Benefit
      to Guarantors

                  	
                    80

                  
	
                    Section
      12.9.

                  	
                    Guarantor
      Covenants

                  	
                    80

                  
	 
      	 
      	 
      
	
                    Section
      13.

                  	
                    Miscellaneous

                  	
                    80

                  
	 	 	 
	
                    Section
      13.1.

                  	
                    Withholding
      Taxes

                  	
                    80

                  
	
                    Section
      13.2.

                  	
                    No
      Waiver, Cumulative Remedies

                  	
                    81

                  
	
                    Section
      13.3.

                  	
                    Non-Business
      Days

                  	
                    82

                  
	
                    Section
      13.4.

                  	
                    Documentary
      Taxes

                  	
                    82

                  
	
                    Section
      13.5.

                  	
                    Survival
      of Representations

                  	
                    82

                  
	
                    Section
      13.6.

                  	
                    Survival
      of Indemnities

                  	
                    82

                  
	
                    Section
      13.7.

                  	
                    Sharing
      of Set-Off

                  	
                    82

                  
	
                    Section
      13.8.

                  	
                    Notices

                  	
                    83

                  
	
                    Section
      13.9.

                  	
                    Counterparts

                  	
                    83

                  
	
                    Section
      13.10.

                  	
                    Successors
      and Assigns

                  	
                    83

                  
	
                    Section
      13.11.

                  	
                    Participants

                  	
                    83

                  
	
                    Section
      13.12.

                  	
                    Assignments

                  	
                    84

                  
	
                    Section
      13.13.

                  	
                    Amendments

                  	
                    86

                  
	
                    Section
      13.14.

                  	
                    Headings

                  	
                    87

                  
	
                    Section
      13.15.

                  	
                    Costs
      and Expenses; Indemnification

                  	
                    87

                  
	
                    Section
      13.16.

                  	
                    Set-off

                  	
                    88

                  
	
                    Section
      13.17.

                  	
                    Entire
      Agreement

                  	
                    89

                  
	
                    Section
      13.18.

                  	
                    Governing
      Law

                  	
                    89

                  
	
                    Section
      13.19.

                  	
                    Severability
      of Provisions

                  	
                    89

                  
	
                    Section
      13.20.

                  	
                    Excess
      Interest

                  	
                    89

                  
	
                    Section
      13.21.

                  	
                    Construction

                  	
                    90

                  
	
                    Section
      13.22.

                  	
                    Lender’s
      and L/C Issuer’s Obligations Several

                  	
                    90

                  
	
                    Section
      13.23.

                  	
                    Submission
      to Jurisdiction; Waiver of Jury Trial

                  	
                    90

                  
	
                    Section
      13.24.

                  	
                    USA
      Patriot Act

                  	
                    90

                  
	
                    Section
      13.25.

                  	
                    Confidentiality

                  	
                    91

                  
	 
      	 
      	 
      
	
                    Signature
      Page

                  	
                     

                  	
                     S-1

                  


          

        

      

    

    


    
      	
              Exhibit
      A

            	
              —

            	
              Notice
      of Payment Request

            
	
              Exhibit
      B

            	
              —

            	
              Notice
      of Borrowing

            
	
              Exhibit
      C

            	
              —

            	
              Notice
      of Continuation/Conversion

            
	
              Exhibit
      D-1

            	
              —

            	
              Term
      Note

            


    

    


    
      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      

    

    


    
      	
              Exhibit
      D-2

            	
              —

            	
              Revolving
      Note

            
	
              Exhibit
      D-3

            	
              —

            	
              Swing
      Note

            
	
              Exhibit
      E

            	
              —

            	
              Compliance
      Certificate

            
	
              Exhibit
      F

            	
              —

            	
              Additional
      Guarantor Supplement

            
	
              Exhibit
      G

            	
              —

            	
              Assignment
      and Acceptance

            
	
              Exhibit
      H

            	
              —

            	
              Increase
      Request

            
	
              Schedule
      5.1

            	 
      	
              Material
      Contracts

            
	
              Schedule
      6.2

            	
              —

            	
              Subsidiaries

            
	
              Schedule
      6.12

            	
              —

            	
              Taxes

            


    

    


    
      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      

    

     

    Credit
Agreement

     

    This
Credit Agreement is entered into as of November 4, 2009, by and among GFA
Brands, Inc., a Delaware corporation (the “Borrower”), Smart Balance,
Inc., a Delaware corporation (the “Parent”), as a Guarantor,
and the direct and indirect Subsidiaries of the Borrower from time to time party
to this Agreement, as Guarantors, the several financial institutions from time
to time party to this Agreement, as Lenders, and Bank
of Montreal, a Canadian chartered bank acting through its Chicago
branch, as Administrative Agent as provided herein.  All capitalized
terms used herein without definition shall have the same meanings herein as such
terms are defined in Section 5.1 hereof.

     

    Preliminary
Statement

     

    The
Borrower has requested, and the Lenders have agreed to extend, certain credit
facilities on the terms and conditions of this Agreement.

     

    Now,
Therefore, in consideration of the mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    
      Section 1.    The Credit
Facilities.

    

     

    Section 1.1.   Term Loan Commitments.
(a) Subject to the terms and conditions hereof, each Lender, by its
acceptance hereof, including, without limitation, satisfaction of conditions
precedent in Section 7 hereof, severally agrees to make a loan (individually a
“Term Loan” and
collectively for all the Lenders the “Term Loans”) in
U.S. Dollars to the Borrower in the amount of such Lender’s Term Loan
Commitment.  The Term Loans shall be advanced in a single Borrowing on
the Closing Date and shall be made ratably by the Lenders in proportion to their
respective Term Loan Percentages, at which time the Term Loan Commitments shall
expire.  As provided in Section 1.6(a) hereof, the Borrower may
elect that the Term Loans be outstanding as Base Rate Loans or Eurodollar
Loans.  No amount repaid or prepaid on any Term Loan may be borrowed
again.  

     

    Section 1.2.  Revolving Credit
Commitments.  Subject to the terms and conditions hereof,
including, without limitation, satisfaction of conditions precedent in Section 7
hereof, each Lender, by its acceptance hereof, severally agrees to make a loan
or loans (individually a “Revolving Loan” and
collectively for all the Lenders the “Revolving Loans”) in U.S.
Dollars to the Borrower from time to time on a revolving basis up to the amount
of such Lender’s Revolving Credit Commitment, subject to any reductions or
increases thereof pursuant to the terms hereof, before the Revolving Credit
Termination Date.  The sum of the aggregate principal amount of
Revolving Loans, Swing
Loans, and L/C Obligations at any time outstanding shall not exceed the
Revolving Credit Commitments in effect at such time.  Each Borrowing
of Revolving Loans shall be made ratably by the Lenders in proportion to their
respective Revolver Percentages.  As provided in Section 1.6(a)
hereof, the Borrower may elect that each Borrowing of Revolving Loans be either
Base Rate Loans or Eurodollar Loans.  Revolving Loans may be repaid
and the principal amount thereof reborrowed before the Revolving Credit
Termination Date, subject to the terms and conditions hereof.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Section 1.3.  
Letters of
Credit.  (a) General
Terms.  Subject to the terms and conditions hereof, as part of
the Revolving Credit, the L/C Issuer shall issue standby and commercial
letters of credit (each a “Letter of Credit”) for the
account of the Borrower or for the account of the Borrower and one or more of
its Subsidiaries in an aggregate undrawn face amount up to the L/C
Sublimit.  Each Letter of Credit shall be issued by the
L/C Issuer, but each Lender shall be obligated to reimburse the
L/C Issuer for such Lender’s Revolver Percentage of the amount of each
drawing thereunder and, accordingly, each Letter of Credit shall constitute
usage of the Revolving Credit Commitment of each Lender pro rata in an amount
equal to its Revolver Percentage of the L/C Obligations then
outstanding.

     

    (b)   
Applications.  At
any time before the Revolving Credit Termination Date, the L/C Issuer
shall, at the request of the Borrower, issue one or more Letters of Credit in
U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration
dates no later than the earlier of 12 months from the date of issuance (or which
are cancelable not later than 12 months from the date of issuance and each
renewal) or thirty (30) days prior to the Revolving Credit Termination
Date, in an aggregate face amount as set forth above, upon the receipt of an
application duly executed by the Borrower and, if such Letter of Credit is for
the account of one of its Subsidiaries, such Subsidiary for the relevant Letter
of Credit in the form then customarily prescribed by the L/C Issuer for the
Letter of Credit requested (each an “Application”).  Notwithstanding
anything contained in any Application to the contrary:  (i) the
Borrower shall pay fees in connection with each Letter of Credit as set forth in
Section 2.1 hereof, (ii) except as otherwise provided in Section 1.9 or Section 1.15
hereof, unless an Event of Default exists, the L/C Issuer will not call for
the funding by the Borrower of any amount under a Letter of Credit before being
presented with a drawing thereunder, and (iii) if the L/C Issuer is
not timely reimbursed for the amount of any drawing under a Letter of Credit on
the date such drawing is paid, the Borrower’s obligation to reimburse the
L/C Issuer for the amount of such drawing shall bear interest (which the
Borrower hereby promises to pay) from and after the date such drawing is paid at
a rate per annum equal to the sum of the Applicable Margin for Reimbursement
Obligations plus the Base Rate from time to time in effect (computed on the
basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed).  If the L/C Issuer issues any Letter of
Credit with an expiration date that is automatically extended unless the
L/C Issuer gives notice that the expiration date will not so extend beyond
its then scheduled expiration date, unless the Administrative Agent or the
Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer
will give such notice of non-renewal before the time necessary to prevent such
automatic extension if before such required notice date:  (i) the
expiration date of such Letter of Credit if so extended would be after the
Revolving Credit Termination Date, (ii) the Revolving Credit Commitments
have been terminated, or (iii) a Default or an Event of Default exists and
either the Administrative Agent or the Required Lenders (with notice to the
Administrative Agent) have given the L/C Issuer instructions not to so
permit the extension of the expiration date of such Letter of
Credit.  The L/C Issuer agrees to issue amendments to the
Letter(s) of Credit increasing the amount, or extending the expiration date,
thereof at the request of the Borrower subject to the conditions of
Section 7 hereof and the other terms of this
Section 1.3.  Notwithstanding anything contained herein to the
contrary, the L/C Issuer shall be under no obligation to issue, extend or amend
any Letter of Credit if a default of any Lender’s obligations to fund under
Section 1.3(c) exists or any Lender is at such time a Defaulting Lender
hereunder, unless the L/C Issuer has entered into arrangements with the Borrower
or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk
with respect to such Lender.

    


    
      
        
           


        

        
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    (c)   
The Reimbursement
Obligations.  Subject to Section 1.3(b) hereof, the
obligation of the Borrower to reimburse the L/C Issuer for all drawings
under a Letter of Credit (a “Reimbursement Obligation”)
shall be governed by the Application related to such Letter of Credit, except
that reimbursement shall be made by no later than 2:00 p.m. (Chicago time) on
the date when each drawing is to be paid if the Borrower has been informed of
such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time)
on the date when such drawing is to be paid or, if notice of such drawing is
given to the Borrower after 11:00 a.m. (Chicago time) on the date when such
drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the
following Business Day, in immediately available funds at the Administrative
Agent’s principal office in Chicago, Illinois, or such other office as the
Administrative Agent may designate in writing to the Borrower (who shall
thereafter cause to be distributed to the L/C Issuer such amount(s) in like
funds).  If the Borrower does not make any such reimbursement payment
on the date due and the Participating Lenders fund their participations therein
in the manner set forth in Section 1.3(e) below, then all payments
thereafter received by the Administrative Agent in discharge of any of the
relevant Reimbursement Obligations shall be distributed in accordance with
Section 1.3(e) below.  

     

    (d)   
Obligations
Absolute.  The Borrower’s obligation to reimburse L/C
Obligations as provided in subsection (c) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement and the relevant Application under
any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit or this Agreement, or any
term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the L/C Issuer under a Letter of Credit against presentation of a draft
or other document that does not strictly comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder. None of the Administrative
Agent, the Lenders, or the L/C Issuer shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the L/C Issuer; provided that the foregoing
shall not be construed to excuse the L/C Issuer from liability to the
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the L/C Issuer ’s failure to exercise care when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence, bad faith or willful misconduct on the part of the
L/C Issuer (as finally determined by a court of competent jurisdiction),
the L/C Issuer shall be deemed to have exercised care in each such
determination.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the L/C Issuer may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of
Credit.  

    


    
      
        
           


        

        
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    (e)   
The Participating
Interests.  Each Lender (other than the Lender acting as
L/C Issuer in issuing the relevant Letter of Credit), by its acceptance
hereof, severally agrees to purchase from the L/C Issuer, and the
L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an
undivided percentage participating interest (a “Participating Interest”), to
the extent of its Revolver Percentage, in each Letter of Credit issued by, and
each Reimbursement Obligation owed to, the L/C Issuer.  Upon any
failure by the Borrower to pay any Reimbursement Obligation at the time required
on the date the related drawing is to be paid, as set forth in
Section 1.3(c) above, or if the L/C Issuer is required at any time to
return to the Borrower or to a trustee, receiver, liquidator, custodian or other
Person any portion of any payment of any Reimbursement Obligation, each
Participating Lender shall, not later than the Business Day it receives a
certificate in the form of Exhibit A hereto from the L/C Issuer (with
a copy to the Administrative Agent) to such effect, if such certificate is
received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m.
(Chicago time) the following Business Day, if such certificate is received after
such time, pay to the Administrative Agent for the account of the
L/C Issuer an amount equal to such Participating Lender’s Revolver
Percentage of such unpaid or recaptured Reimbursement Obligation together with
interest on such amount accrued from the date the related payment was made by
the L/C Issuer to the date of such payment by such Participating Lender at
a rate per annum equal to:  (i) from the date the related payment
was made by the L/C Issuer to the date two (2) Business Days after
payment by such Participating Lender is due hereunder, the Federal Funds Rate
for each such day and (ii) from the date two (2) Business Days after
the date such payment is due from such Participating Lender to the date such
payment is made by such Participating Lender, the Base Rate in effect for each
such day.  Each such Participating Lender shall thereafter be entitled
to receive its Revolver Percentage of each payment received in respect of the
relevant Reimbursement Obligation and of interest paid thereon, with the
L/C Issuer retaining its Revolver Percentage thereof as a Lender
hereunder.  The several obligations of the Participating Lenders to
the L/C Issuer under this Section 1.3 shall be absolute, irrevocable,
and unconditional under any and all circumstances whatsoever and shall not be
subject to any set-off, counterclaim or defense to payment which any
Participating Lender may have or have had against the Borrower, the
L/C Issuer, the Administrative Agent, any Lender or any other Person
whatsoever.  Without limiting the generality of the foregoing, such
obligations shall not be affected by any Default or Event of Default or by any
reduction or termination of any Commitment of any Lender (other than by way of
an assignment by any such Lender in accordance with the terms hereof), and each
payment by a Participating Lender under this Section 1.3 shall be made
without any offset, abatement, withholding or reduction whatsoever.


    


    
      
        
           


        

        
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    (f)   
Indemnification.  The
Participating Lenders shall, to the extent of their respective Revolver
Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such L/C Issuer’s gross negligence or willful misconduct) that the
L/C Issuer may suffer or incur in connection with any Letter of Credit
issued by it.  The obligations of the Participating Lenders under this
Section 1.3(f) and all other parts of this Section 1.3 shall survive
termination of this Agreement and of all Applications, Letters of Credit, and
all drafts and other documents presented in connection with drawings
thereunder.

     

    (g)  
Manner of Requesting a Letter
of Credit.  The Borrower shall provide at least two (2)
Business Days’ advance written notice to the Administrative Agent of each
request for the issuance of a Letter of Credit, such notice in each case to be
accompanied by an Application for such Letter of Credit properly completed and
executed by the Borrower and, in the case of an extension or amendment or an
increase in the amount of a Letter of Credit, a written request therefor, in a
form acceptable to the Administrative Agent and the L/C Issuer, in each
case, together with the fees called for by this Agreement.  The
Administrative Agent shall promptly notify the L/C Issuer of the
Administrative Agent’s receipt of each such notice (and the L/C Issuer
shall be entitled to assume that the conditions precedent to any such issuance,
extension, amendment or increase have been satisfied unless notified to the
contrary by the Administrative Agent or the Required Lenders) and the
L/C Issuer shall promptly notify the Administrative Agent and the Lenders
of the issuance of the Letter of Credit so requested.  

     

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

     

    Section 1.4.  
Applicable Interest
Rates.  (a) Base Rate
Loans.  Each Base Rate Loan made or maintained by a Lender
shall bear interest (computed on the basis of a year of 365 or 366 days, as
the case may be, and the actual days elapsed) on the unpaid principal amount
thereof from the date such Loan is advanced, or created by conversion from a
Eurodollar Loan, until maturity (whether by acceleration or otherwise) at a rate
per annum equal to the sum of the Applicable Margin for Base Rate Loans plus the
Base Rate from time to time in effect, payable by the Borrower on each Interest
Payment Date and at maturity (whether by acceleration or
otherwise).

    


    
      
        
           


        

        
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    “Base Rate” means, for any
day, the greater of (I) 2.50% and (II) the rate per annum equal to the
greatest of:  (a) the rate of interest announced or otherwise
established by the Administrative Agent from time to time as its prime
commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located
in the United States as in effect on such day, with any change in the Base Rate
resulting from a change in said prime commercial rate to be effective as of the
date of the relevant change in said prime commercial rate (it being acknowledged
and agreed that such rate may not be the Administrative Agent’s best or lowest
rate), (b) the sum of (i) the rate determined by the Administrative
Agent to be the average (rounded upward, if necessary, to the next higher 1/100
of 1%) of the rates per annum quoted to the Administrative Agent at
approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at
face value of Federal funds in the secondary market in an amount equal or
comparable to the principal amount for which such rate is being determined,
plus (ii) 1/2 of 1%,
and (c) the LIBOR Quoted Rate for such day plus 1.00%.  As
used herein, the term “LIBOR
Quoted Rate” means, for any day, the greater of (i) 1.50% and
(ii) the rate per annum equal to the quotient of (x) the rate per
annum (rounded upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in U.S. Dollars for a one-month interest
period which appears on the LIBOR01 Page as of 11:00 a.m. (London, England
time) on such day (or, if such day is not a Business Day, on the immediately
preceding Business Day) divided by (y) one (1) minus the Eurodollar Reserve
Percentage.

     

    (b)  
Eurodollar
Loans.  Each Eurodollar Loan made or maintained by a Lender
shall bear interest during each Interest Period it is outstanding (computed on
the basis of a year of 360 days and actual days elapsed) on the unpaid principal
amount thereof from the date such Loan is advanced or continued, or created by
conversion from a Base Rate Loan, until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable Margin for
Eurodollar Loans plus the greater of (I) 1.5% or (II) the Adjusted
LIBOR applicable for such Interest Period, payable by the Borrower on each
Interest Payment Date and at maturity (whether by acceleration or
otherwise).  

     

    “Adjusted LIBOR” means, for
any Borrowing of Eurodollar Loans, a rate per annum determined in accordance
with the following formula:

     

    Adjusted
LIBOR           
=                                   LIBOR                     

    1 - Eurodollar Reserve
Percentage

     

    “Eurodollar Reserve
Percentage” means the maximum reserve percentage, expressed as a decimal,
at which reserves (including, without limitation, any emergency, marginal,
special, and supplemental reserves) are imposed by the Board of Governors of the
Federal Reserve System (or any successor) on “eurocurrency liabilities”,
as defined in such Board’s Regulation D (or any successor thereto), subject
to any amendments of such reserve requirement by such Board or its successor,
taking into account any transitional adjustments thereto.  For
purposes of this definition, the relevant Loans shall be deemed to be “eurocurrency liabilities” as
defined in Regulation D without benefit or credit for any prorations,
exemptions or offsets under Regulation D. The
Eurodollar Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any such reserve percentage.

    


    
      
        
           


        

        
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    “LIBOR” means, for an
Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index
Rate for such Interest Period, if such rate is available, and (b) if the
LIBOR Index Rate cannot be determined, the arithmetic average of the rates of
interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
at which deposits in U.S. Dollars in immediately available funds are offered to
the Administrative Agent at 11:00 a.m. (London, England time) two
(2) Business Days before the beginning of such Interest Period by three (3)
or more major banks in the interbank eurodollar market selected by the
Administrative Agent for delivery on the first day of and for a period equal to
such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made as part of such
Borrowing.

     

    “LIBOR Index Rate” means, for
any Interest Period, the rate per annum (rounded upwards, if necessary, to the
next higher one hundred-thousandth of a percentage point) for deposits in U.S.
Dollars for a period equal to such Interest Period, which appears on the LIBOR01
Page as of 11:00 a.m. (London, England time) on the day two
(2) Business Days before the commencement of such Interest
Period.

     

    “LIBOR01 Page” means the
display designated as “LIBOR01
Page” on the Reuters Service (or such other page as may replace the
LIBOR01 Page on that service or such other service as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying British Bankers’ Association Interest Settlement Rates for U.S.
Dollar deposits).

     

    (c)  
Rate Determinations.
The Administrative Agent shall determine each interest rate applicable to
the Loans and the Reimbursement Obligations hereunder, and its determination
thereof shall be conclusive and binding except in the case of manifest
error.

     

    Section 1.5.  
Minimum Borrowing
Amounts; Maximum Eurodollar Loans.  Each Borrowing of Base Rate
Loans advanced under a Credit shall be in an amount not less than $500,000.  Each
Borrowing of Eurodollar Loans advanced, continued or converted under a Credit
shall be in an amount equal to $1,000,000 or such greater amount which is an
integral multiple of $500,000 (or, in the case of Revolving Loans, $500,000 or
such greater amount which is an integral multiple of
$100,000).  Without the Administrative Agent’s consent, there shall
not be more than six (6) Borrowings for Revolving Loans and six (6)
Borrowings for Term Loans which are Eurodollar Loans outstanding hereunder at any one
time.  

    


    
      
        
           


        

        
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    Section 1.6.  Manner of Borrowing Loans and
Designating Applicable Interest Rates.  (a) Notice to the Administrative
Agent.  The Borrower shall give notice to the
Administrative Agent by no later than
11:00 a.m. (Chicago time), which notice may be by telephone (as more
particularly described below):  (i) at least three
(3) Business Days before the date on which the Borrower requests the
Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date the
Borrower requests the Lenders to advance a Borrowing of Base Rate
Loans.  The Loans included in each Borrowing shall bear interest
initially at the type of rate specified in such notice of a new
Borrowing.  Thereafter, subject to the terms and conditions hereof,
the Borrower may from time to time elect to change or continue the type of
interest rate borne by each Borrowing or, subject to the minimum amount
requirement for each outstanding Borrowing set forth in Section 1.5 hereof,
a portion thereof, as follows:  (i) if such Borrowing is of
Eurodollar Loans, on the last day of the Interest Period applicable thereto, the
Borrower may continue part or all of such Borrowing as Eurodollar Loans or
convert part or all of such Borrowing into Base Rate Loans or (ii) if such
Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert
all or part of such Borrowing into Eurodollar Loans for an Interest Period or
Interest Periods specified by the Borrower.  The Borrower shall give
all such notices requesting the advance, continuation or conversion of a
Borrowing to the Administrative Agent by telephone,
telecopy, or other telecommunication device acceptable to the Administrative
Agent (which notice shall be irrevocable once given and, if by telephone, shall
be promptly confirmed in writing), substantially in the form attached hereto as
Exhibit B (Notice of Borrowing) or Exhibit C (Notice of
Continuation/Conversion), as applicable, or in such other form acceptable to the
Administrative Agent.  Notice
of the continuation of a Borrowing of Eurodollar Loans for an additional
Interest Period or of the conversion of part or all of a Borrowing of Base Rate
Loans into Eurodollar Loans must be given by no later than 11:00 a.m.
(Chicago time) at least three (3) Business Days before the date of the
requested continuation or conversion.  All such notices concerning the
advance, continuation or conversion of a Borrowing shall specify the date of the
requested advance, continuation or conversion of a Borrowing (which shall be a
Business Day), the amount of the requested Borrowing to be advanced, continued
or converted, the type of Loans to comprise such new, continued or converted
Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the
Interest Period applicable thereto.  Upon notice to the
Borrower by the Administrative Agent or the Required Lenders (or, in the case of
an Event of Default under Section 9.1(j) or 9.1(k) hereof with respect to
the Borrower, without notice), no Borrowing of Eurodollar Loans shall be
advanced, continued, or created by conversion if any Default or Event of Default
then exists.  The Borrower agrees that the Administrative Agent may
rely on any such telephonic, telecopy or other telecommunication notice given by
any person the Administrative Agent in good faith believes is an Authorized
Representative without the necessity of independent investigation, and in the
event any such notice by telephone conflicts with any written confirmation such
telephonic notice shall govern if the Administrative Agent has acted in reliance
thereon.

     

    (b)  
Notice to the
Lenders.  The Administrative Agent shall give prompt
telephonic, telecopy or other telecommunication notice to each Lender of any
notice from the Borrower received pursuant to Section 1.6(a) above and, if
such notice requests the Lenders to make Eurodollar Loans, the Administrative
Agent shall give notice to the Borrower and each Lender by like means of the
interest rate applicable thereto promptly after the Administrative Agent has
made such determination.

    


    
      
        
           


        

        
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    (c)  
Borrower’s Failure to
Notify.  If the Borrower fails to give notice pursuant to
Section 1.6(a) above of the continuation or conversion of any outstanding
principal amount of a Borrowing of Eurodollar Loans before the last day of its
then current Interest Period within the period required by Section 1.6(a)
and such Borrowing is not prepaid in accordance with Section 1.9(a), such
Borrowing shall automatically be converted into a Borrowing of Base Rate
Loans.  In the event the Borrower fails to give notice pursuant to
Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement
Obligation and has not notified the Administrative Agent by 12:00 noon
(Chicago time) on the day such Reimbursement Obligation becomes due that it
intends to repay such Reimbursement Obligation through funds not borrowed under
this Agreement, the Borrower shall be deemed to have requested a Borrowing of
Base Rate Loans under the Revolving Credit (or, at the option of the Swing Line
Lender, under the Swing Line) on such day in the amount of the Reimbursement
Obligation then due, which Borrowing shall be applied to pay the Reimbursement
Obligation then due.

     

    (d)  
Disbursement of
Loans.  Not later than 1:00 p.m. (Chicago time) on the
date of any requested advance of a new Borrowing, subject to Section 7
hereof, each Lender shall make available its Loan comprising part of such
Borrowing in funds immediately available at the principal office of the
Administrative Agent in Chicago, Illinois (or at such other location as the
Administrative Agent shall designate).  The Administrative Agent shall
make the proceeds of each new Borrowing available to the Borrower at the
Administrative Agent’s principal office in Chicago, Illinois (or at such other
location as the Administrative Agent shall designate), by depositing or wire
transferring such proceeds to the credit of the Borrower’s Designated
Disbursement Account or as the Borrower and the Administrative Agent may
otherwise agree.

     

    (e)  
Administrative Agent Reliance
on Lender Funding.  Unless the Administrative Agent shall have
been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate
Loans, by 1:00 p.m. (Chicago time) on) the date on which such Lender is
scheduled to make payment to the Administrative Agent of the proceeds of a Loan
(which notice shall be effective upon receipt) that such Lender does not intend
to make such payment, the Administrative Agent may assume that such Lender has
made such payment when due and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to the Borrower
the proceeds of the Loan to be made by such Lender and, if any Lender has not in
fact made such payment to the Administrative Agent, such Lender shall, on
demand, pay to the Administrative Agent the amount made available to the
Borrower attributable to such Lender together with interest thereon in respect
of each day during the period commencing on the date such amount was made
available to the Borrower and ending on (but excluding) the date such Lender
pays such amount to the Administrative Agent at a rate per annum equal
to:  (i) from the date the related advance was made by the
Administrative Agent to the date two (2) Business Days after payment by
such Lender is due hereunder, the Federal Funds Rate for each such day and
(ii) from the date two (2) Business Days after the date such payment
is due from such Lender to the date such payment is made by such Lender, the
Base Rate in effect for each such day.  If such amount is not received
from such Lender by the Administrative Agent immediately upon demand, the
Borrower will, on demand, repay to the Administrative Agent the proceeds of the
Loan attributable to such Lender with interest thereon at a rate per annum equal
to the interest rate applicable to the relevant Loan, but without such payment
being considered a payment or prepayment of a Loan under Section 1.12
hereof so that the Borrower will have no liability under such Section with
respect to such payment.

     

    Section 1.7.  
Swing
Loans.  (a) Generally.  Subject
to the terms and conditions hereof, as part of the Revolving Credit, the Swing
Line Lender may, in its discretion, make loans in U.S. Dollars to the
Borrower under the Swing Line (individually a “Swing Loan” and collectively
the “Swing Loans”)
which shall not in the aggregate at any time outstanding exceed the Swing Line
Sublimit.  Swing Loans may be availed of from time to time and
borrowings thereunder may be repaid and used again during the period ending on
the Revolving Credit Termination Date.  Each Swing Loan shall be in a
minimum amount of $100,000 or such greater amount which is an integral multiple
of $100,000.  

    


    
      
        
           


        

        
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    (b)  
Interest on Swing
Loans.  Each Swing Loan shall bear interest until maturity
(whether by acceleration or otherwise) at a rate per annum equal to, at the
Borrower’s option, either (i) the sum of the Base Rate plus the Applicable
Margin for Base Rate Loans under the Revolving Credit as from time to time in
effect (computed on the basis of a year of 365 or 366 days, as the case may be,
for the actual number of days elapsed) or (ii) the Swing Line Lender’s
Quoted Rate (computed on the basis of a year of 360 days for the actual
number of days elapsed).  Interest on each Swing Loan shall be due and
payable by the Borrower on each Interest Payment Date and at maturity (whether
by acceleration or otherwise).

     

    (c)  
Requests for Swing
Loans.  The Borrower shall give the Administrative Agent prior
notice (which may be written or oral) no later than 12:00 Noon (Chicago
time) on the date upon which the Borrower requests that any Swing Loan be made,
of the amount and date of such Swing Loan, and, if applicable, the Interest
Period requested therefor.  The Administrative Agent shall promptly
advise the Swing Line Lender of any such notice received from the
Borrower.  After receiving such notice, the Swing Line Lender shall in
its discretion quote an interest rate to the Borrower at which the Swing Line
Lender would be willing to make such Swing Loan available to the Borrower for
the Interest Period so requested (the rate so quoted for a given Interest Period
being herein referred to as “Swing Line Lender’s Quoted
Rate”).  The Borrower acknowledges and agrees that the interest
rate quote is given for immediate and irrevocable acceptance.  If the
Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for
the full amount requested by the Borrower for such Swing Loan, the Swing Line
Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan
shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from
time to time in effect.  Subject to the terms and conditions hereof,
the proceeds of each Swing Loan extended to the Borrower shall be deposited or
otherwise wire transferred to the Borrower’s Designated Disbursement Account or
as the Borrower, the Administrative Agent, and the Swing Line Lender may
otherwise agree.  Anything contained in the foregoing to the contrary
notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans
shall be subject to all of the terms and conditions of this Agreement (provided
that the Swing Line Lender shall be entitled to assume that the conditions
precedent to an advance of any Swing Loan have been satisfied unless notified to
the contrary by the Administrative Agent or the Required
Lenders).  

     

    (d)  
Refunding
Loans.  In its sole and absolute discretion, the Swing Line
Lender may at any time, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to act on its behalf for such purpose) and with
notice to the Borrower and the Administrative Agent, request each Lender to make
a Revolving Loan in the form of a Base Rate Loan in an amount equal to such
Lender’s Revolver Percentage of the amount of the Swing Loans outstanding on the
date such notice is given.  Unless an Event of Default described in
Section 9.1(j) or 9.1(k) exists with respect to the Borrower, regardless of
the existence of any other Event of Default, each Lender shall make the proceeds
of its requested Revolving Loan available to the Administrative Agent for the
account of the Swing Line Lender), in immediately available funds, at the
Administrative Agent’s office in Chicago, Illinois (or such other location
designated by the Administrative Agent), before 12:00 Noon (Chicago time) on the
Business Day following the day such notice is given.  The
Administrative Agent shall promptly remit the proceeds of such Borrowing to the
Swing Line Lender to repay the outstanding Swing Loans.

    


    
      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

    

    


     

    (e)  
Participations.  If
any Lender refuses or otherwise fails to make a Revolving Loan when requested by
the Swing Line Lender pursuant to Section 1.7(d) above (because an Event of
Default described in Section 9.1(j) or 9.1(k) exists with respect to the
Borrower or otherwise), such Lender will, by the time and in the manner such
Revolving Loan was to have been funded to the Swing Line Lender, purchase from
the Swing Line Lender an undivided participating interest in the outstanding
Swing Loans in an amount equal to its Revolver Percentage of the aggregate
principal amount of Swing Loans that were to have been repaid with such
Revolving Loans.  Each Lender that so purchases a participation in a
Swing Loan shall thereafter be entitled to receive its Revolver Percentage of
each payment of principal received on the Swing Loan and of interest received
thereon accruing from the date such Lender funded to the Swing Line Lender its
participation in such Loan.  The several obligations of the Lenders
under this Section shall be absolute, irrevocable, and unconditional under any
and all circumstances whatsoever and shall not be subject to any set-off,
counterclaim or defense to payment which any Lender may have or have had against
the Borrower, any other Lender, or any other Person
whatsoever.  Without limiting the generality of the foregoing, such
obligations shall not be affected by any Default or Event of Default or by any
reduction or termination of the Commitments of any Lender (other than by way of
an assignment by any such Lender in accordance with the terms hereof), and each
payment made by a Lender under this Section shall be made without any offset,
abatement, withholding, or reduction whatsoever.

     

    Section 1.8.  
Maturity of
Loans.  (a) Scheduled Payments of Term
Loans.  The Borrower shall make principal payments on the Term
Loans in installments on the last day of each March, June, September, and
December in each year, commencing with the calendar quarter ending March 31,
2010, with the amount of each such principal installment to equal the amount set
forth in Column B below shown opposite of the relevant due date as set
forth in Column A below:

     

    
      
        
          
            
              
                
                  	
                          Column A

                        	 	
                          Column B

                        	 
	 
      	 	 	 
	 
      	 	
                          Scheduled
      Principal

                        	 
	
                          Payment
      Date

                        	 	
                          Payment
      on Term Loans

                        	 
	 	 	 	 
	
                          03/31/10

                        	 	$	1,100,000	 
	
                          06/30/10

                        	 	$	1,100,000	 
	
                          09/30/10

                        	 	$	1,650,000	 
	
                          12/31/10

                        	 	$	1,650,000	 
	
                          03/31/11

                        	 	$	1,100,000	 
	
                          06/30/11

                        	 	$	1,100,000	 
	
                          09/30/11

                        	 	$	1,650,000	 
	
                          12/31/11

                        	 	$	1,650,000	 


                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  	
                          Column A

                        	 	
                          Column B

                        	 
	 
      	 	 	 
	 
      	 	
                          Scheduled
      Principal

                        	 
	
                          Payment
      Date

                        	 	
                          Payment
      on Term Loans

                        	 
	 	 	 	 
	
                          03/31/12

                        	 	$	1,100,000	 
	
                          06/30/12

                        	 	$	1,100,000	 
	
                          09/30/12

                        	 	$	1,650,000	 
	
                          12/31/12

                        	 	$	1,650,000	 
	
                          03/31/13

                        	 	$	1,100,000	 
	
                          06/30/13

                        	 	$	1,100,000	 
	
                          09/30/13

                        	 	$	1,650,000	 


                

              

            

          

        

      

    

     

    , it
being agreed that a final payment comprised of all principal and interest not
sooner paid on the Term Loans shall be due and payable on November 4, 2013
the final maturity thereof.  Each such principal payment shall be
applied to the Lenders holding the Term Loans pro rata based upon their Term
Loan Percentages.

     

    (c)      
Revolving
Loans.  Each Revolving Loan, both for principal and interest
not sooner paid, shall mature and be due and payable by the Borrower on the
Revolving Credit Termination Date.  

     

    (d)      
Swing
Loans.  Each Swing Loan, both for principal and interest not
sooner paid, shall mature and be due and payable by the Borrower on the
Revolving Credit Termination Date.  

     

    Section 1.9.    
Prepayments.  
(a) Optional.  The
Borrower may prepay in whole or in part
(but, if in part, then:  (i) if such Borrowing is of Base Rate
Loans, in an amount not less than $500,000, (ii) if such Borrowing is of
Eurodollar Loans, in an amount not less than $1,000,000, and (iii) in each
case, in an amount such that the minimum amount required for a Borrowing
pursuant to Section 1.5 and 1.7 hereof remains outstanding) any Borrowing
of Eurodollar Loans at any time upon three (3) Business Days prior notice
by the Borrower to the Administrative Agent or, in the case of a Borrowing of
Base Rate Loans, notice delivered by the Borrower to the Administrative Agent no
later than 10:00 a.m. (Chicago time) on the date of prepayment (or, in any
case, such shorter period of time then agreed to by the Administrative Agent),
such prepayment to be made by the payment of the principal amount to be prepaid
and, in the case of any Term Loans or Eurodollar Loans or Swing Loans, accrued
interest thereon to the date fixed for prepayment plus any amounts due the
Lenders under Section 1.12 hereof.  

    


    
      
        
           


        

        
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    (b)  
Mandatory.  (i) If
the Borrower or any Guarantor shall at any time or from time to time make or
agree to make a Disposition or shall suffer an Event of Loss with respect to any
Property, then the Borrower shall promptly notify the Administrative Agent of
such proposed Disposition or Event of Loss (including the amount of the
estimated Net Cash Proceeds to be received by the Borrower or such Guarantor in
respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of
the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall
prepay the Obligations in an aggregate amount equal to 100% of the amount of all
such Net Cash Proceeds; provided that (x) so
long as no Default or Event of Default then exists, this subsection shall not
require any such prepayment with respect to Net Cash Proceeds received on
account of an Event of Loss so long as such Net Cash Proceeds are applied to
replace or restore the relevant Property in accordance with the relevant
Collateral Documents or to the extent not so repaired or replaced, apply such
Net Cash Proceeds to promptly prepay such Obligations, (y) this subsection
shall not require any such prepayment with respect to Net Cash Proceeds received
on account of Dispositions or Events of Loss during any fiscal year of the
Borrower not exceeding $250,000 (the “Threshold Amount”) in the
aggregate so long as no Default or Event of Default then exists, and (z) in
the case of any Disposition not covered by clause (y) above, so long as no
Default or Event of Default then exists, if the Borrower states in its notice of
such event that the Borrower or the relevant Guarantor intends to reinvest,
within 180 days of the applicable Disposition, the Net Cash Proceeds
thereof in assets similar to the assets which were subject to such Disposition
or other assets useful in the Borrower’s or such Guarantor’s business, then the
Borrower shall not be required to make a mandatory prepayment under this
subsection in respect of such Net Cash Proceeds to the extent such Net Cash
Proceeds are actually reinvested in such similar assets within such 180-day
period.  Promptly after the end of such 180-day period, the Borrower
shall notify the Administrative Agent whether the Borrower or such Guarantor has
reinvested such Net Cash Proceeds in such similar or other useful assets, and,
to the extent such Net Cash Proceeds have not been so reinvested, the Borrower
shall promptly prepay the Obligations in the amount of such Net Cash Proceeds
not so reinvested, provided, that if at the end
of such 180-day period such Net Cash Proceeds are contractually committed to be
reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of
the Threshold Amount upon the earlier of (i) termination of such commitment
and (ii) if such amount is not so expended, the first day following the
date such amount was contractually committed to be expended, but in any event
not later than the date 360 days following the applicable Disposition.  The amount of each such
prepayment shall be applied, first to the outstanding Term Loans in the manner
set forth in Section 1.9(c) hereof until paid in full and then to the
Revolving Credit.  If the Administrative Agent or the Required Lenders
so request, all proceeds of such Disposition or Event of Loss shall be deposited
with the Administrative Agent (or its agent) and held by it in the Collateral
Account.  So long as no Default or Event of Default exists, the
Administrative Agent is authorized to disburse amounts representing such
proceeds from the Collateral Account to or at the Borrower’s direction for
application to or reimbursement for the costs of replacing, rebuilding or
restoring such Property or in any permitted reinvestment.

     

    (ii)  
If after the Closing Date the Borrower or any Guarantor shall issue new equity
securities (whether common or preferred stock or otherwise), other than
(A) any sales or issuances of equity securities to the Borrower or any
Guarantor, or (B) equity securities of the Parent issued in connection with
the exercise of employee stock options that do not give rise to Net Cash
Proceeds in excess of $2,500,000 in the aggregate, the Borrower shall promptly
notify the Administrative Agent of the estimated Net Cash Proceeds of such
issuance to be received by or for the account of the Borrower or such Guarantor
in respect thereof.  Promptly upon receipt by the Borrower or such
Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the
Obligations in an aggregate amount equal to the Equity Issuance Prepayment
Percentage of the amount of such Net Cash Proceeds.  The amount of
each such prepayment shall be applied first to the outstanding Term Loans in the
manner set forth in Section 1.9(c) hereof until paid in full and then to
the Revolving Credit.  The Borrower acknowledges that its performance
hereunder shall not limit the rights and remedies of the Lenders for any breach
of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i)
(Change of Control) hereof or any other terms of the Loan
Documents.

    


    
      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

    

    


     

    (iii)   
If after the Closing Date the Borrower or any Guarantor shall issue any
Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money
permitted by Section 8.7(a)-(n) hereof, the Borrower shall promptly notify
the Administrative Agent of the estimated Net Cash Proceeds of such issuance to
be received by or for the account of the Borrower or such Guarantor in respect
thereof.  Promptly upon receipt by the Borrower or such Guarantor of
Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in
an aggregate amount equal to 100% of the amount of such Net Cash
Proceeds.  The amount of each such prepayment shall be applied first
to the outstanding Term Loans in the manner set forth in Section 1.9(c)
hereof until paid in full and then to the Revolving Credit.  The
Borrower acknowledges that its performance hereunder shall not limit the rights
and remedies of the Lenders for any breach of Section 8.7 hereof or any
other terms of the Loan Documents.

     

    (iv)  
Within 100 days after the end of each fiscal year of the Borrower
(commencing with fiscal year ending December 31, 2010), the Borrower shall
prepay the Obligations by an amount equal to the Excess Cash Flow Prepayment
Percentage of Excess Cash Flow of the Parent, the Borrower and its Subsidiaries
for the most recently completed fiscal year of the Borrower.  The
amount of each such prepayment shall be applied first to the outstanding Term
Loans until paid in full and then to the Revolving Credit.

     

    (v)  
The Borrower shall, on each date the Revolving Credit Commitments are reduced
pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans,
Swing Loans, and, if necessary, prefund the L/C Obligations by the amount, if
any, necessary to reduce the sum of the aggregate principal amount of Revolving
Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which
the Revolving Credit Commitments have been so reduced.

     

    (vi)  
Unless the Borrower otherwise directs, prepayments of Loans under this
Section 1.9(b) shall be applied first to Borrowings of Base Rate Loans
until payment in full thereof with any balance applied to Borrowings of
Eurodollar Loans in the order in which their Interest Periods
expire.  Each prepayment of Loans under this Section 1.9(b) shall be
made by the payment of the principal amount to be prepaid and, in the case of
any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to
the date of prepayment together with any amounts due the Lenders under
Section 1.12 hereof.  Each prefunding of L/C Obligations shall be
made in accordance with Section 9.4 hereof.

     

    (c)   
Any amount of Revolving Loans and Swing Loans paid or prepaid before the
Revolving Credit Termination Date may, subject to the terms and conditions of
this Agreement, be borrowed, repaid and borrowed again.  No amount of
the Term Loans paid or prepaid may be reborrowed, and, in the case of any
partial prepayment, (i) any mandatory prepayment shall be applied to the
remaining amortization payments on the relevant Loans on a ratable basis among
all such remaining amortization payments based on the principal amounts thereof;
provided, however, that
the Borrower may elect, in its sole discretion, to apply any such prepayment to
any principal payments due in the two calendar quarters immediately succeeding
the date such prepayment is made in order of maturity prior to the application
of the same to the remaining amortization payments on a ratable basis; and
(ii) any voluntary prepayment shall be applied in the manner determined by
the Borrower in its sole discretion.

    


    
      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

    

     

    Section 1.10.  
Default
Rate.  Notwithstanding anything to the contrary contained
herein, while any Event of Default exists or after acceleration, the Borrower
shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all Loans and Reimbursement
Obligations, and letter of credit fees at a rate per annum equal
to:

     

    (a)   
for any Base Rate Loan or any Swing Loan bearing interest based on the Base
Rate, the sum of 2.0% plus
the Applicable Margin for Base Rate Loans plus the Base Rate from time
to time in effect;

     

    (b)   
for any Eurodollar Loan or any Swing Loan bearing interest at the Administrative
Agent’s Quoted Rate, the sum of 2.0% plus the rate of interest in
effect thereon at the time of such default until the end of the Interest Period
applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0%
plus the Applicable
Margin for Base Rate Loans plus the Base Rate from time
to time in effect;

     

    (c)   
for any Reimbursement Obligation, the sum of 2.0% plus the amounts due under
Section 1.3 with respect to such Reimbursement Obligation; and

     

    (d)   
for any Letter of Credit, the sum of 2.0% plus the Applicable Margin
for Letter of Credit Fee due under Section 2.1 with respect to such Letter of
Credit;

     

    provided, however, that in
the absence of acceleration, any adjustments pursuant to this Section shall be
made at the election of the Administrative Agent, acting at the request or with
the consent of the Required Lenders, with written notice to the
Borrower.  While any Event of Default exists or after acceleration,
interest shall be paid on demand of the Administrative Agent at the request or
with the consent of the Required Lenders.

     

    Section 1.11.  
Evidence of
Indebtedness.  (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

     

    (b)  
The Administrative Agent shall also maintain accounts in which it will record
(i) the amount of each Loan made hereunder, the type thereof and the
Interest Period with respect thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender’s share
thereof.

    


    
      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

    

     

     

    (c)   
The entries maintained in the accounts maintained pursuant to
paragraphs (a) and (b) above shall be prima facie evidence of the
existence and amounts of the Obligations therein recorded and in the event of
any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error; provided,
however, that the failure of the Administrative Agent or any Lender to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Obligations in accordance with their
terms.

     

    (d)   
Any Lender may request that its Loans be evidenced by a promissory note or notes
in the forms of Exhibit D-1 (in the case of its Term Loan and referred to herein
as a “Term Note”), D-2
(in the case of its Revolving Loans and referred to herein as a “Revolving Note”), or D-3 (in
the case of its Swing Loans and referred to herein as a “Swing Note”), as applicable
(the Term Notes, Revolving Notes, and Swing Note being hereinafter referred to
collectively as the “Notes” and individually as a
“Note”).  In
such event, the Borrower shall prepare, execute and deliver to such Lender a
Note payable to such Lender or its registered assigns in the amount of the
relevant Term Loan, Commitment, or Swing Line Sublimit, as
applicable.  Thereafter, the Loans evidenced by such Note or Notes and
interest thereon shall at all times (including after any assignment pursuant to
Section 13.12) be represented by one or more Notes payable to the order of
the payee named therein or any assignee pursuant to Section 13.12, except
to the extent that any such Lender or assignee subsequently returns any such
Note for cancellation and requests that such Loans once again be evidenced as
described in subsections (a) and (b) above.

     

    Section 1.12.   
Funding
Indemnity.  If any Lender shall incur any loss, cost or expense
(excluding any loss of anticipated profits, but including, without limitation,
any loss, cost or expense incurred by reason of the liquidation or re-employment
of deposits or other funds acquired by such Lender to fund or maintain any
Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:

     

    (a)   
any payment, prepayment or conversion of a Eurodollar Loan or Swing Loan on a
date other than the last day of its Interest Period,

     

    (b)   any
failure (because of a failure to meet the conditions of Section 7 or
otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing
Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan on the
date specified in a notice given pursuant to Section 1.6(a) or 1.7
hereof,

     

    (c)  
any failure by the Borrower to make any payment of principal on any Eurodollar
Loan or Swing Loan when due (whether by acceleration or otherwise),
or

     

    (d)  
any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result
of the occurrence of any Event of Default hereunder,


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    then,
promptly upon the demand of such Lender, the Borrower shall pay to such Lender
such amount as will reimburse such Lender for such loss, cost or
expense.  If any Lender makes such a claim for compensation, it shall
provide to the Borrower, with a copy to the Administrative Agent, a certificate
setting forth the amount of such loss, cost or expense in reasonable detail and
the amounts shown on such certificate shall be conclusive absent manifest error;
provided that the
Borrower shall not be required to compensate such Lender pursuant to this
Section for any increased costs or reductions incurred more than three (3)
months prior to the date that such Lender notifies the Borrower in writing of
the increased costs or reductions and of such Lender’s intention to claim
compensation thereof; provided, further that if the
change in law giving rise to such increased costs or reduction is retroactive,
then the three (3) month period referred to above shall be extended to
include the period of retroactive effect thereof.

     

    Section 1.13.   
Commitment
Terminations.  (a) Optional Revolving Credit
Terminations.  The Borrower shall have the right at any time
and from time to time, upon five (5) Business Days prior written notice to
the Administrative Agent (or such shorter period of time agreed to by the
Administrative Agent), to terminate the Revolving Credit Commitments without
premium or penalty and in whole or in part, any partial termination to be
(i) in an amount not less than $1,000,000 and (ii) allocated ratably
among the Lenders in proportion to their respective Revolver Percentages,
provided that the Revolving Credit Commitments may not be reduced to an amount
less than the sum of the aggregate principal amount of Revolving Loans, Swing Loans, and
L/C Obligations then outstanding.  Any termination of the
Revolving Credit Commitments below the L/C Sublimit or the Swing Line
Sublimit then in effect shall reduce the L/C Sublimit and Swing Line
Sublimit, as applicable, by a like amount.  The Administrative Agent
shall give prompt notice to each Lender of any such termination of the Revolving
Credit Commitments.

     

    (b)   
Any termination of the Commitments pursuant to this Section 1.13 may not be
reinstated.

     

    Section 1.14.   
Substitution of
Lenders.  In the event (a) the Borrower receives a claim
from any Lender for compensation under Section 10.3 or 13.1 hereof,
(b) the Borrower receives notice from any Lender of any illegality pursuant
to Section 10.1 hereof, (c) any Lender (x) is then a Defaulting
Lender or (y) is a Subsidiary of a Person who has been deemed insolvent or
becomes the subject of a bankruptcy or insolvency proceeding or a receiver or
conservator has been appointed for any such Person or (z) has defaulted in
its funding obligations generally under one or more other syndicated credit
facilities and such defaults are continuing, or (d) a Lender fails to
consent to an amendment or waiver requested under Section 13.13 hereof at a
time when the Required Lenders have approved such amendment or waiver (any such
Lender referred to in clause (a), (b), (c), or (d) above being hereinafter
referred to as an “Affected
Lender”), the Borrower may, in addition to any other rights the Borrower
may have hereunder or under applicable law, require, at its expense, any such
Affected Lender to assign, at par, without recourse, all of its interest,
rights, and obligations hereunder (including all of its Commitments and the
Loans and participation interests in Letters of Credit and other amounts at any
time owing to it hereunder and the other Loan Documents) to an Eligible Assignee
specified by the Borrower, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or
order of any court or other governmental authority, (ii) the Borrower shall
have paid to the Affected Lender all monies (together with amounts due such
Affected Lender under Section 1.12 hereof as if the Loans owing to it were
prepaid rather than assigned) other than such principal owing to it hereunder,
and (iii) the assignment is entered into in accordance with, and subject to
the consents required by, Section 13.12 hereof (provided any assignment
fees and reimbursable expenses due thereunder shall be paid by the Borrower).



    
      
         


      

      
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    Section 1.15.   
Defaulting
Lenders. Anything contained herein to the contrary notwithstanding, in
the event that any Lender at any time is a Defaulting Lender, then
(a) during any Defaulting Lender Period with respect to such Defaulting
Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of
voting on any matters (including the granting of any consents or waivers) with
respect to any of the Loan Documents and such Defaulting Lender’s Commitments
shall be excluded for purposes of determining “Required Lenders” (provided
that the foregoing shall not permit an increase in such Lender’s Commitments or
an extension of the maturity date of such Lender’s Loans or other Obligations
without such Lender’s consent); (b) to the extent permitted by applicable law,
until such time as the Defaulting Lender Excess with respect to such Defaulting
Lender shall have been reduced to zero, any voluntary prepayment of the Loans
shall, if the Administrative Agent so directs at the time of making such
voluntary prepayment, be applied to the Loans of other Lenders as if such
Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s
Commitments and outstanding Loans shall be excluded for purposes of calculating
any commitment fee payable to Lenders pursuant to Section 2.1 in respect of
any day during any Defaulting Lender Period with respect to such Defaulting
Lender, and such Defaulting Lender shall not be entitled to receive any fee
pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment
in respect of any Defaulting Lender Period with respect to such Defaulting
Lender (and any Letter of Credit fee otherwise payable to a Lender who is a
Defaulting Lender shall instead be paid to the L/C Issuer for its use and
benefit); (d) the utilization of Commitments as at any date of
determination shall be calculated as if such Defaulting Lender had funded all
Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer
or the Swing Line Lender at any time during the Defaulting Lender Period with
respect to such Defaulting Lender, the Borrower shall deliver to the
Administrative Agent cash collateral in an amount equal to such Defaulting
Lender’s Percentage of L/C Obligations or Swing Loans, as applicable, then
outstanding (to be, held by the Administrative Agent as set forth in
Section 9.4 hereof).  No Commitment of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided in
this Section 1.15, performance by the Borrower of its obligations hereunder
and the other Loan Documents shall not be excused or otherwise modified as a
result of the operation of this Section 1.15.  The rights and
remedies against a Defaulting Lender under this Section 1.15 are in
addition to other rights and remedies which the Borrower may have against such
Defaulting Lender and which the Administrative Agent or any Lender may have
against such Defaulting Lender.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    Section 1.16.   
Increase in Revolving
Credit Commitments and Incremental Term Loan.  The Borrower
may, on any Business Day prior to the date one year prior to the Revolving
Credit Termination Date, with the written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, increase the aggregate amount
of the Revolving Credit Commitments and/or borrow one or more additional term
loans (the “Incremental Term
Loans”) by delivering an Increase Request substantially in the form
attached hereto as Exhibit H or in such other form acceptable to the
Administrative Agent at least five (5) Business Days prior to the desired
effective date of such increase or the making of such term loan(s) (the “Increase”) identifying an
additional Lender(s), which additional Lenders shall, in the case of an
additional Lender providing a Revolving Credit Commitment, be reasonably
acceptable to the Administrative Agent (or additional Revolving Credit
Commitments or Incremental Term Loan Lenders, as applicable, for existing
Lender(s)) and the amount of its Revolving Credit Commitment (or additional
amount of its Revolving Credit Commitment(s)) or Incremental Term Loan
Commitment (or additional amount of its Incremental Term Loan Commitment(s)), as
applicable; provided,
however, that (i) the aggregate amount of all such Increases shall
not exceed $5,000,000 without the written consent of the Required Lenders,
(ii) any such Increase shall be in an amount not less than $1,000,000,
(iii) no Default or Event of Default shall exists at the time of such request
or  the effective date of the Increase after giving effect to the
Revolving Loans or Incremental Term Loans made pursuant to such Increase,
(iv) the Borrower shall, after giving effect to the Revolving Loans or
Incremental Term Loans made pursuant to such Increase, be in compliance, on a
pro forma basis, with Section 8.23 hereof, and (v) all representations
and warranties contained in Section 6 hereof shall be true and correct in all
material respects at the time of such request and on the effective date of such
Increase.  The effective date (the “Increase Date”) of the
Increase shall be agreed upon by the Borrower and the Administrative Agent (such
agreement not to be unreasonably withheld or delayed).  On the
Increase Date, the new Lender(s) (or, if applicable, existing Lender(s)) shall
advance Revolving Loans and/or make Incremental Term Loans, as applicable, in an
amount sufficient such that after giving effect to such advance(s) or loan(s)
and the prepayment of Loans by any Lender(s) whose commitment is not increased,
each Lender shall have outstanding its Revolver Percentage of Revolving Loans or
Term Loan Percentage of Incremental Term Loans.  It shall be a
condition to such effectiveness that if any Eurodollar Loans are outstanding
under the Revolving Credit on the date of such effectiveness, such Eurodollar
Loans shall be deemed to be prepaid on such date (to the extent necessary to
allocate such outstanding Eurodollar Loans in accordance with the Percentage of
each Lender after giving effect to the related Increase) and the Borrower shall
pay any amounts owing to the Lenders pursuant to Section 1.12
hereof.  The Borrower agrees to pay all reasonable costs and expenses
of the Administrative Agent relating to any Increase.  Notwithstanding
anything herein to the contrary, no Lender shall have any obligation to increase
its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s
Revolving Credit Commitment shall be increased without its consent thereto, and
each Lender may at its option, unconditionally and without cause, decline to
increase its Revolving Credit Commitment or make Incremental Term
Loans.  Notwithstanding the foregoing, the Borrower will use
commercially reasonable efforts to seek funding for any requested Increase from
the existing Lenders.

     

    The
Incremental Term Loans (a) shall rank pari passu in right of payment and of
security with the Revolving Loans and the Term Loans, (b) Incremental Term
Loans shall have an amortization schedule identical to, on a percentage basis,
the then remaining amortization schedule for the then outstanding Term Loans,
and all Incremental Term Loans shall mature on or after November 4, 2013,
and (c) shall be treated substantially the same as the Term Loans (in each
case, including with respect to mandatory and voluntary prepayments), provided that, except as set
forth above, (i) the terms and conditions applicable to Incremental Term
Loans may be materially different from those of the Term Loans and (ii) the
interest rates applicable to the Incremental Term Loans shall be determined by
the Borrower and the Lenders thereof.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    Commitments
in respect of Incremental Term Loans and increases in Revolving Credit
Commitment shall become Commitments (or in the case of an increase in the
Revolving Commitment to be provided by an existing Lender, and increase in such
Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant
to an amendment (an “Incremental Amendment”) to
this Agreement and, as appropriate, the other Loan Documents, executed by the
Borrower, each Lender agreeing to provide such Commitment, if any, each
additional Lender, if any, and the Administrative Agent.  The
Incremental Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions of this Section 1.16.

     

    
      Section 2.       
Fees.

    

     

    Section 2.1.   
Fees.  (a) Revolving Credit Commitment
Fee.  The Borrower shall pay to the Administrative Agent for
the ratable account of the Lenders in accordance with their Revolver Percentages
a commitment fee at the rate per annum equal to the Applicable Margin for
Commitment Fee (computed on the basis of a year of 360 days and the actual
number of days elapsed) on the average daily Unused Revolving Credit
Commitments.  Such commitment fee shall be payable quarterly in
arrears on the last day of each March, June, September, and December in each
year (commencing on the first such date occurring after the date hereof) and on
the Revolving Credit Termination Date, unless the Revolving Credit Commitments
are terminated in whole on an earlier date, in which event the commitment fee
for the period to the date of such termination in whole shall be paid on the
date of such termination.

     

     (b)   
Letter of Credit
Fees.  On the date of issuance or extension, or increase in the
amount, of any Letter of Credit pursuant to Section 1.3 hereof, the
Borrower shall pay to the L/C Issuer for its own account a fronting fee
equal to 0.375% of the face amount of (or of the increase in the face amount of)
such Letter of Credit.  Quarterly in arrears, on the last day of each
March, June, September, and December, commencing on the first such date
occurring after the date hereof, the Borrower shall pay to the Administrative
Agent, for the ratable benefit of the Lenders in accordance with their Revolver
Percentages, a letter of credit fee at a rate per annum equal to the Applicable
Margin for Letter of Credit Fee (computed on the basis of a year of
360 days and the actual number of days elapsed) in effect during each day
of such quarter applied to the daily average face amount of Letters of Credit
outstanding during such quarter.  In addition, the Borrower shall pay
to the L/C Issuer for its own account the L/C Issuer’s standard
issuance, drawing, negotiation, amendment, assignment, and other administrative
fees for each Letter of Credit as established by the L/C Issuer from time
to time. 

     

     (c)   
Administrative Agent
Fees.  The Borrower shall pay to the Administrative Agent, for
its own use and benefit, the fees agreed to between the Administrative Agent and
the Borrower in a fee letter dated September 18, 2009, or as otherwise agreed to
in writing between them.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

     (d)   
Audit
Fees.  The Borrower shall pay to the Administrative Agent for
its own use and benefit charges for audits of the Collateral performed by the
Administrative Agent or its agents or representatives in such amounts as the
Administrative Agent may from time to time request (the Administrative Agent
acknowledging and agreeing that such charges shall be computed in the same
manner as it at the time customarily uses for the assessment of charges for
similar collateral audits); provided, however, that in
the absence of any Default and Event of Default, the Borrower shall not be
required to pay the Administrative Agent for more than one (1) such audits per
calendar year.

     

    
      Section 3.       
Place and Application of Payments.

    

     

    Section 3.1.   
Place and Application
of Payments.  All payments of principal of and interest on the
Loans and the Reimbursement Obligations, and of all other Obligations payable by
the Borrower under this Agreement and the other Loan Documents, shall be made by
the Borrower to the Administrative Agent by no later than 1:00 p.m.
(Chicago time) on the due date thereof at the office of the Administrative Agent
in Chicago, Illinois (or such other location as the Administrative Agent may
designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer
entitled thereto.  Any payments received after such time shall be
deemed to have been received by the Administrative Agent on the next Business
Day.  All such payments shall be made in U.S. Dollars, in immediately
available funds at the place of payment, in each case without set-off or
counterclaim.  The Administrative Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal or interest on
Loans and on Reimbursement Obligations in which the Lenders have purchased
Participating Interests ratably to the Lenders and like funds relating to the
payment of any other amount payable to any Lender to such Lender, in each case
to be applied in accordance with the terms of this Agreement.  If the
Administrative Agent causes amounts to be distributed to the Lenders in reliance
upon the assumption that the Borrower will make a scheduled payment and such
scheduled payment is not so made, each Lender shall, on demand, repay to the
Administrative Agent the amount distributed to such Lender together with
interest thereon in respect of each day during the period commencing on the date
such amount was distributed to such Lender and ending on (but excluding) the
date such Lender repays such amount to the Administrative Agent, at a rate per
annum equal to:  (i) from the date the distribution was made to
the date two (2) Business Days after payment by such Lender is due
hereunder, the Federal Funds Rate for each such day and (ii) from the date
two (2) Business Days after the date such payment is due from such Lender
to the date such payment is made by such Lender, the Base Rate in effect for
each such day.  

     

    Anything
contained herein to the contrary notwithstanding (including, without limitation,
Section 1.9(b) hereof), all payments and collections received in respect of
the Obligations and all proceeds of the Collateral received, in each instance,
by the Administrative Agent or any of the Lenders after acceleration or the
final maturity of the Obligations or termination of the Commitments as a result
of an Event of Default shall be remitted to the Administrative Agent and
distributed as follows:

     

    (a)   
first, to the payment of any outstanding costs and expenses incurred by the
Administrative Agent,
and any security trustee therefor, in monitoring, verifying, protecting,
preserving or enforcing the Liens on the Collateral, in protecting,
preserving or enforcing rights under the Loan Documents, and in any event
including all costs and expenses of a character which the Borrower has agreed to
pay the Administrative Agent under Section 13.15 hereof (such funds to be
retained by the Administrative Agent for its own account unless it has
previously been reimbursed for such costs and expenses by the Lenders, in which
event such amounts shall be remitted to the Lenders to reimburse them for
payments theretofore made to the Administrative
Agent);  


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

    (b)   
second, to the payment of the Swing Loans, both for principal and accrued but
unpaid interest;

     

    (c)   
third, to the payment of any outstanding interest and fees due under the Loan
Documents to be allocated pro rata in accordance with the aggregate unpaid
amounts owing to each holder thereof;

     

    (d)  
fourth, to the payment of principal on the Loans (other than Swing Loans),
unpaid Reimbursement Obligations, together with amounts to be held by the
Administrative Agent as collateral security for any outstanding
L/C Obligations pursuant to Section 9.4 hereof (until the
Administrative Agent is holding an amount of cash equal to the then outstanding
amount of all such L/C Obligations), and Hedging Liability, the aggregate
amount paid to, or held as collateral security for, the Lenders and
L/C Issuer and, in the case of Hedging Liability, their Affiliates to be
allocated pro rata in accordance with the aggregate unpaid amounts owing to each
holder thereof;

     

    (e)  
fifth, to the payment of all other unpaid Obligations and all other
indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries
secured by the Loan Documents (including, without limitation, Funds Transfer and
Deposit Account Liability) to be allocated pro rata in accordance with the
aggregate unpaid amounts owing to each holder thereof; and

     

    (f)   
finally, to the Borrower or whoever else may be lawfully entitled
thereto.

     

    Section 3.2.  
Account
Debit.  The Borrower hereby irrevocably authorizes the
Administrative Agent to charge any of the Borrower’s deposit accounts maintained
with the Administrative Agent for the amounts from time to time necessary to pay
any then due Obligations; provided that the Borrower
acknowledges and agrees that the Administrative Agent shall not be under an
obligation to do so and the Administrative Agent shall not incur any liability
to the Borrower or any other Person for the Administrative Agent’s failure to do
so.

     

    
      Section 4.       
Guaranties and Collateral.

    

     

    Section 4.1.   
Guaranties.  The
payment and performance of the Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability shall at all times be guaranteed by the
Parent and each direct and indirect Subsidiary of the Borrower pursuant to
Section 12 hereof or pursuant to one or more guaranty agreements in form
and substance reasonably acceptable to the Administrative Agent, as the same may
be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively
the “Guaranties” and
each of the Parent and each such Subsidiary executing and delivering this
Agreement as a Guarantor (including any Subsidiary hereafter executing and
delivering an Additional Guarantor Supplement in the form called for by
Section 12 hereof) or a separate Guaranty being referred to herein as a
“Guarantor” and
collectively the “Guarantors”); provided, however, that
unless otherwise required by the Administrative Agent or the Required Lenders
during the existence of any Event of Default, a Foreign Subsidiary shall not be
required to be a Guarantor hereunder to the extent providing such Guaranty would
cause a material adverse effect on the Borrower’s federal income tax
liability.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    Section 4.2.    
Collateral.  The
Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall be secured by (a) valid, perfected, and enforceable Liens on all issued
and outstanding equity interests of the Borrower and its Subsidiary and (b)
valid, perfected, and enforceable Liens on all right, title, and interest of the
Borrower and each Guarantor in all of their accounts, chattel paper,
instruments, documents, general intangibles, letter-of-credit rights, supporting
obligations, deposit accounts, investment property, inventory equipment,
fixtures, commercial tort claims, real estate and certain other Property,
whether now owned or hereafter acquired or arising, and all proceeds thereof;
provided, however,
that:  (i) prior to the occurrence of any Default or Event
of Default, Liens on local petty cash accounts maintained by the Borrower and
the Guarantors in proximity to their operations need not be perfected provided
that the total amount on deposit at any one time not so perfected shall not
exceed $100,000 in the aggregate and Liens on payroll accounts maintained by the
Borrower and the Guarantors need not be perfected provided the total amount on
deposit at any time does not exceed the current amount of their payroll
obligations, (ii) prior to the occurrence of any Default or Event of
Default, Liens on vehicles which are subject to a certificate of title law need
not be perfected provided that the total value of such property at any one time
not so perfected shall not exceed $250,000 in the aggregate, (iii) unless
otherwise required by the Administrative Agent or the Required Lenders during
the existence of any Event of Default, Liens on the Voting Stock of a Foreign
Subsidiary which, if granted, would cause a material adverse effect on the
Borrower’s federal income tax liability shall be limited to 66% of the total
outstanding Voting Stock of such Foreign Subsidiary, (iv) prior to the
occurrence of any Default or Event of Default, Liens on equipment located at
facilities owned or maintained by the Borrower’s co-packers shall not be
perfected to the extent that the book value of any such individual item of
equipment does not exceed $50,000 and the book value of all such equipment does
not exceed $750,000 in the aggregate, and (v) prior to the occurrence and
continuance of an Event of Default except as otherwise required by
Section 8.27 hereof, liens will not be granted on patents, patent licenses,
trademarks, trademark licenses and other intellectual property in each case
registered in jurisdictions outside the United States of America.  To
the extent that the exceptions set forth in clauses (i), (ii), (iii) or
(iv) of the preceding sentence cease to apply as a result of the occurrence of a
Default or Event of Default, such exceptions shall again be available to the
Borrower and the Guarantors when such Default or Event of Default is cured or
otherwise ceases to exist.  The Borrower acknowledges and agrees that
the Liens on the Collateral shall be granted to the Administrative Agent for the
benefit of the holders of the Obligations, the Hedging Liability, and the Funds
Transfer and Deposit Account Liability and shall be valid and perfected first
priority Liens subject, however, to the proviso appearing at the end of the
preceding sentence and to Liens permitted by Section 8.8 hereof, in each
case pursuant to one or more Collateral Documents from such Persons, each in
form and substance reasonably satisfactory to the Administrative
Agent.


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    Section 4.3.   
Liens on Real
Property.     In the event that the Borrower or
any Guarantor owns or hereafter acquires any real property, the Borrower shall,
or shall cause such Guarantor to, execute and deliver to the Administrative
Agent a mortgage or deed of trust acceptable in form and substance to the
Administrative Agent for the purpose of granting to the Administrative Agent (or
a security trustee therefor) a Lien on such real property to secure the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability, shall pay all taxes, costs, and expenses incurred by the
Administrative Agent in recording such mortgage or deed of trust, and shall
supply to the Administrative Agent at the Borrower’s cost and expense a survey,
environmental report, hazard insurance policy, appraisal report, and a
mortgagee’s policy of title insurance from a title insurer acceptable to the
Administrative Agent insuring the validity of such mortgage or deed of trust and
its status as a first Lien (subject to Liens permitted by this Agreement) on the
real property encumbered thereby and such other instrument, documents,
certificates, and opinions reasonably required by the Administrative Agent in
connection therewith.

     

    Section 4.4.   
Further
Assurances.  The Borrower agrees that it shall, and shall cause
each Guarantor to, from time to time at the request of the Administrative Agent
or the Required Lenders, execute and deliver such documents and do such acts and
things as the Administrative Agent or the Required Lenders may reasonably
request in order to provide for or perfect or protect such Liens on the
Collateral.  In the event the Borrower or any Guarantor forms or
acquires any other Subsidiary after the date hereof, except as otherwise
provided in Sections 4.1 and 4.2 above, the Borrower shall promptly upon
such formation or acquisition cause such newly formed or acquired Subsidiary to
execute a Guaranty and such Collateral Documents as the Administrative Agent may
then reasonably require, and the Borrower shall also deliver to the
Administrative Agent, or cause such Subsidiary to deliver to the Administrative
Agent, at the Borrower’s cost and expense, such other instruments, documents,
certificates, and opinions reasonably required by the Administrative Agent in
connection therewith.

     

    
      Section 5.       
Definitions; Interpretation.

    

     

    Section 5.1.   
Definitions.  The
following terms when used herein shall have the following meanings:

     

     “Acquired Business”
means the entity or assets acquired by the Borrower or a Subsidiary in an
Acquisition, whether before or after the date hereof.

     

    “Acquisition” means any
transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all
of the assets of a Person, or of any business or division of a Person,
(b) the acquisition of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person (other than a Person
that is a Subsidiary), or otherwise causing any Person to become a Subsidiary,
or (c) a merger or consolidation or any other combination with another
Person (other than a Person that is a Subsidiary) provided that the Borrower or
the Subsidiary is the surviving entity.

     

    “Adjusted LIBOR” is defined
in Section 1.4(b) hereof.


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    “Administrative Agent” means
Bank of Montreal, in is capacity as Administrative Agent hereunder, and any
successor in such capacity pursuant to Section 11.7 hereof.

     

     “Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the
Administrative Agent.

     

    “Affiliate” means any Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, another Person.  A Person shall be deemed to
control another Person for purposes of this definition if such Person possesses,
directly or indirectly, the power to direct, or cause the direction of, the
management and policies of the other Person, whether through the ownership of
voting securities, common directors, trustees or officers, by contract or
otherwise; provided
that, in any event for purposes of this definition, any Person that owns,
directly or indirectly, 15% or more of the securities having the ordinary voting
power for the election of directors or governing body of a corporation or 15% or
more of the partnership or other ownership interest of any other Person (other
than as a limited partner of such other Person) will be deemed to control such
corporation or other Person.  

     

    “Agreement” means this Credit
Agreement, as the same may be amended, modified, restated or supplemented from
time to time pursuant to the terms hereof.

     

    “Applicable Margin” means,
with respect to Loans, Reimbursement Obligations, and the commitment fees and
letter of credit fees payable under Section 2.1 hereof, until the first
Pricing Date, the rates per annum shown opposite Level II below, and
thereafter from one Pricing Date to the next the Applicable Margin means the
rates per annum determined in accordance with the following
schedule:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Level

                            	 	
                              Total Funded Debt

                              to EBITDA Ratio

                              for Such Pricing

                              Date

                            	 	
                              Applicable Margin for

                              Base Rate Loans under

                              revolving credit and

                              Term Credit and

                              Reimbursement

                              Obligations shall be:

                            	 	 	
                              Applicable Margin for

                              Eurodollar Loans under

                              Revolving credit and

                              Term Credit and Letter

                              of credit Fee Shall Be:

                            	 	 	
                              Applicable Margin

                              for Commitment Fee

                              Shall Be:

                            	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                              III

                            	 	
                              Greater
      than or equal to 2.50 to 1.0

                            	 	 	3.25	%	 	 	4.25	%	 	 	0.75	%
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              II

                            	 	
                              Less
      than 2.50 to 1.0, but greater than or equal to 2.00 to 1.0

                            	 	 	2.75	%	 	 	3.75	%	 	 	0.625	%
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              I

                            	 	
                              Less
      than 2.00 to 1.0

                            	 	 	2.25	%	 	 	3.25	%	 	 	0.50	%


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    For
purposes hereof, the term “Pricing Date” means, for any
fiscal quarter of the Borrower ending on or after December 31, 2009, the date on
which the Administrative Agent is in receipt of the Borrower’s most recent
financial statements (and, in the case of the year-end financial statements,
audit report) for the fiscal quarter then ended, pursuant to
Section 8.5 hereof.  The Applicable Margin shall be
established based on the Total Funded Debt to EBITDA Ratio for the most recently
completed fiscal quarter and the Applicable Margin established on a Pricing Date
shall remain in effect until the next Pricing Date.  If the Borrower
has not delivered its financial statements by the date such financial statements
(and, in the case of the year-end financial statements, audit report) are
required to be delivered under Section 8.5 hereof, until such financial
statements and audit report are delivered, the Applicable Margin shall be the
highest Applicable Margin (i.e., Level III shall
apply).  If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Applicable Margin established by
such late delivered financial statements shall take effect from the date of
delivery until the next Pricing Date.  In all other circumstances, the
Applicable Margin established by such financial statements shall be in effect
from the Pricing Date that occurs immediately after the end of the fiscal
quarter covered by such financial statements until the next Pricing
Date.  Each determination of the Applicable Margin made by the
Administrative Agent in accordance with the foregoing shall be conclusive and
binding on the Borrower and the Lenders if reasonably determined.  In
the event that any financial statement or Compliance Certificate delivered
pursuant hereto is inaccurate, and such inaccuracy, if corrected, would
have led to the imposition of a higher Applicable Margin for any period than the
Applicable Margin applied for that period, then (i) the Borrower shall
immediately deliver to the Administrative Agent a corrected financial
statement and a corrected Compliance Certificate for that period, (ii) the
Applicable Margin shall be determined based on the corrected Compliance
Certificate for that period, and (iii) the Borrower shall immediately pay
to the Administrative Agent (for the account of the Lenders during that
period or their successors and assigns) the accrued additional interest owing as
a result of such increased Applicable Margin for that period. This paragraph
shall not limit any other rights of Agent or the Lenders (including,
without limitation, rights under Section 9 hereof), and shall survive until the
payment in full in cash of the aggregate outstanding principal balance of the
Loans.

     

    “Application” is defined in
Section 1.3(b) hereof.

     

    “Approved Fund” means any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

     

    “Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by
Section 13.12 hereof), and accepted by the Administrative Agent, in
substantially the form of Exhibit G or any other form approved by the
Administrative Agent.

     

    “Authorized Representative”
means those persons shown on the list of officers provided by the Borrower
pursuant to Section 7.2(h) hereof or on any update of any such list
provided by the Borrower to the Administrative Agent, or any further or
different officers of the Borrower so named by any Authorized Representative of
the Borrower in a written notice to the Administrative Agent.

     

    “Available Cash” means, at
any time the same is to be determined, the lesser of (x) $5,000,000 or
(y) the available amount of unrestricted cash maintained by the Borrower on
deposit with any Lender (or its Affiliates) in an account subject to a deposit
account control agreement in form and substance satisfactory to the
Administrative Agent.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    “Base Rate” is defined in
Section 1.4(a) hereof.

     

    “Base Rate Loan” means a Loan
bearing interest at a rate specified in Section 1.4(a) hereof.

     

    “Borrower” is defined in the
introductory paragraph of this Agreement.

     

    “Borrowing” means the total
of Loans of a single type advanced, continued for an additional Interest Period,
or converted from a different type into such type by the Lenders under a Credit
on a single date and, in the case of Eurodollar Loans, for a single Interest
Period.  Borrowings of Loans are made and maintained ratably from each
of the Lenders under a Credit according to their Percentages of such
Credit.  A Borrowing is “advanced” on the day Lenders
advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new
Interest Period for the same type of Loans commences for such Borrowing, and is
“converted” when such
Borrowing is changed from one type of Loans to the other, all as determined
pursuant to Section 1.6 hereof.  Borrowings of Swing Loans are
made by the Swing Line Lender in accordance with the procedures set forth in
Section 1.7 hereof.

     

    “Business Day” means any day
(other than a Saturday or Sunday) on which banks are not authorized or required
to close in Chicago, Illinois and, if the applicable Business Day relates to the
advance or continuation of, or conversion into, or payment of a Eurodollar Loan,
on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar
market in London, England and Nassau, Bahamas.

     

    “Capital Expenditures” means,
with respect to any Person for any period, the aggregate amount of all
expenditures (whether paid in cash or accrued as a liability) by such Person
during that period for the acquisition or leasing (pursuant to a Capital Lease)
of fixed or capital assets or additions to property, plant, or equipment
(including replacements, capitalized repairs, and improvements) which should be
capitalized on the balance sheet of such Person in accordance with GAAP
(excluding (i) normal replacements and maintenance which are properly
charged to current operations, (ii) any expenditures made with the proceeds
of any Disposition permitted under Section 8.10 hereof, to the extent that
the proceeds therefrom are permitted to be reinvested pursuant to
Section 1.9(b) hereof, (iii) any expenditure made with that portion of
the proceeds of the sale or issuance of securities that is not required to be
used to prepay the Loans, (iv) expenditures which are contractually
required to be, and are, reimbursed in cash by a unrelated third party to the
Parent, the Borrower or any of its Subsidiaries during such period of
calculation, (v) that portion, if any, of any Permitted Acquisition
effected pursuant to Section 8.9(h) hereof which would be required to be
accounted for as a capital expenditure in accordance with GAAP, and
(vi) capitalized interest).  For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in Capital
Expenditures only to the extent of the gross amount by which such purchase price
exceeds the credit granted by the seller of such equipment for the equipment
being traded in at such time or the amount of such insurance proceeds, as the
case may be.


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    “Capital Lease” means any
lease of Property which in accordance with GAAP is required to be capitalized on
the balance sheet of the lessee.

     

    “Capitalized Lease
Obligation” means, for any Person, the amount of the liability shown on
the balance sheet of such Person in respect of a Capital Lease determined in
accordance with GAAP.

     

    “Change of Control” means any
of (a) the Parent ceases to own legally and beneficially 100%, of the
issued and outstanding equity interests of the Borrower, (b) the acquisition by
any “person” or “group” (as such terms are
used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) at any time of beneficial ownership of 35% or more of the outstanding
capital stock or other equity interests of the Parent on a fully-diluted basis,
(c) the failure of individuals who are members of the board of directors
(or similar governing body) of the Parent on the Closing Date (together with any
new or replacement directors whose initial nomination for election was approved
by a majority of the directors who were either directors on the Closing Date or
previously so approved) to constitute a majority of the board of directors (or
similar governing body) of the Parent, or (d) any “Change of Control” (or
words of like import), as defined in any agreement or indenture relating to any
issue of Indebtedness for Borrowed Money of the Parent or any Guarantor shall
occur.

     

    “Closing Date” means the date
of this Agreement or such later Business Day upon which each condition described
in Section 7.2 shall be satisfied or waived in a manner reasonably
acceptable to the Administrative Agent in its discretion.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, and any successor statute
thereto.

     

    “Collateral” means all
properties, rights, interests, and privileges from time to time subject to the
Liens granted to the Administrative Agent, or any security trustee therefor, by
the Collateral Documents.

     

    “Collateral Account” is
defined in Section 9.4 hereof.

     

    “Collateral Documents” means
the Security Agreements, and all other mortgages, deeds of trust, security
agreements, pledge agreements, assignments, financing statements and other
documents as shall from time to time secure or relate to the Obligations, the
Hedging Liability, and the Funds Transfer and Deposit Account Liability or any
part thereof.

     

    “Commitments” means the
Revolving Credit Commitments and the Term Loan Commitments.

     

    “Compliance Certificate” has
the meaning set forth in Section 8.5(j) hereof.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    “Controlled Group” means all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of the
Code.

     

    “Credit” means any of the
Revolving Credit or the Term Credit.

     

    “Credit Event” means the
advancing of any Loan, or the issuance of, or extension of the expiration date
or increase in the amount of, any Letter of Credit.

     

    “Debt Service” means, with
reference to any period (each a “Test Period”), the sum of
(a) all scheduled payments of principal made or to be made during such
period with respect to Indebtedness for Borrowed Money of the Parent, the
Borrower and its Subsidiaries and, (b) Interest Expense paid in cash for
such period; provided,
however, that for the purposes of clause (a) above, the payment of
principal of the Term Loan shall be deemed to be $5,500,000 for any Test Period
from and including the Closing Date to and including December 31, 2010,
regardless of any actual payments made by the Parent, the Borrower and its
Subsidiaries on Indebtedness for Borrowed Money during such Test
Period.

     

    “Default” means any event or
condition the occurrence of which would, with the passage of time or the giving
of notice, or both, constitute an Event of Default.  

     

    “Defaulting Lender” means any
Lender that (a) has failed to fund any portion of the Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded
by it hereunder (herein, a “Defaulted Loan”) within
two (2) Business Days of the date required to be funded by it hereunder
unless such failure has been cured, (b) has otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within two (2) Business Days of the date when due,
unless the subject of a good faith dispute or unless such failure has been
cured, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding or a receiver or conservator has been
appointed for such Lender.

     

    “Defaulting Lender Excess”
means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Percentage of the aggregate outstanding principal amount of
Loans of all Lenders (calculated as if all Defaulting Lenders other than such
Defaulting Lender had funded all of their respective Defaulted Loans) over the
aggregate outstanding principal amount of all Loans of such Defaulting
Lender.

     

    “Defaulting Lender Period”
means, with respect to any Defaulting Lender, the period commencing on the date
upon which such Lender first became a Defaulting Lender and ending on the
earliest of the following dates:  (i) the date on which all
Commitments are cancelled or terminated and/or the Obligations are declared or
become immediately due and payable and (ii) the date on which (a) such
Defaulting Lender is no longer insolvent, the subject of a bankruptcy or
insolvency proceeding or, if applicable, under the direction of a receiver or
conservator, (b) the Defaulting Lender Excess with respect to such
Defaulting Lender shall have been reduced to zero (whether by the funding by
such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or
otherwise), and (c) such Defaulting Lender shall have delivered to the
Borrower and the Administrative Agent a written reaffirmation of its intention
to honor its obligations hereunder with respect to its
Commitments.


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    “Designated Disbursement
Account” means the account of the Borrower maintained with the
Administrative Agent or its Affiliate and designated in writing to the
Administrative Agent as the Borrower’s Designated Disbursement Account (or such
other account as the Borrower and the Administrative Agent may otherwise
agree).

     

    “Disposition” means the sale,
lease, conveyance or other disposition of Property, other than sales or other
dispositions expressly permitted under Sections 8.10(a), 8.10(b), or
8.10(d) hereof.

     

    “Domestic Subsidiary” means a
Subsidiary that is not a Foreign Subsidiary.

     

    “EBITDA” means, with
reference to any period, Net Income for such period plus all amounts deducted in
arriving at such Net Income amount in respect of (a) Interest Expense for
such period, (b) federal, state, and local income and franchise taxes for
such period, (c) depreciation of fixed assets and amortization of
intangible assets for such period, (d) non-cash equity compensation, (e)
non-cash warrant expenses, (f) any write off or amortization of deferred
financing costs, (g) any other non-recurring expenses, losses and charges
reducing Net Income which do not represent a cash item in such period or any
future period, and (h) the cumulative effect of changes in accounting principles
as required by GAAP; provided that for the
purposes of calculating the Total Funded Debt/EBITDA Ratio and the ratio set
forth in Section 8.23(b) hereof as of the end of each fiscal quarter of the
Parent for the four fiscal quarter period then ended, the EBITDA for any
Acquired Business acquired by the Parent or any Subsidiary pursuant to a
Permitted Acquisition during such four fiscal quarter period shall be included
on a pro forma basis for such four fiscal quarter period (assuming the
consummation of such acquisition and the incurrence or assumption of any
Indebtedness for Borrowed Money in connection therewith occurred as of the first
day of such four fiscal quarter period).

     

    “Eligible Assignee” means
(a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund,
and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent, (ii) in the case of any assignment of a
Revolving Credit Commitment, the L/C Issuer, and (iii) unless an Event
of Default has occurred and is continuing, the Borrower (each such approval not
to be unreasonably withheld or delayed, it being understood that an assignment
to a competitor of the Borrower or its Subsidiaries is grounds upon which the
Borrower may reasonably withhold its approval of such assignability); provided that notwithstanding
the foregoing, “Eligible Assignee” shall not include the Borrower or any
Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or
Subsidiaries.

     

     “Eligible Line of
Business” means any business engaged in as of the date of this Agreement
by the Borrower or any of its Subsidiaries and any business ancillary thereto
relating to any food or beverage product in the functional, healthy, or
specialty foods segments, in any channel of distribution.


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    

     

    “Equity Issuance Prepayment
Percentage” means either (a) 50%, or (b) 25% if (i) the
Borrower’s Total Funded Debt to EBITDA Ratio is less than or equal to 2.00 to
1.0 as evidenced by the Compliance Certificate most recently furnished to the
Administrative Agent and the Lenders for the fiscal period ending prior to the
date of any equity issuance referred to in Section 1.9(b) (ii) hereof,
and (ii) no Default or Event of Default has occurred and is continuing at
such time.  

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, or any successor statute
thereto.

     

    “Eurodollar Loan” means a
Loan bearing interest at the rate specified in Section 1.4(b)
hereof.

     

    “Eurodollar Reserve
Percentage” is defined in Section 1.4(b) hereof.

     

    “Event of Default” means any
event or condition identified as such in Section 9.1 hereof.

     

    “Event of Loss” means, with
respect to any Property, any of the following:  (a) any loss,
destruction or damage of such Property or (b) any condemnation, seizure, or
taking, by exercise of the power of eminent domain or otherwise, of such
Property, or confiscation of such Property or the requisition of the use of such
Property.

     

    “Excess Cash Flow” means,
with respect to any period (without duplication), the amount (if any) by which
(a) EBITDA (but determined for such purposes without giving effect to any
extraordinary gains or losses) during such period exceeds (b) the sum of
(i) Interest Expense payable in cash during such period, plus (ii) federal, state
and local income and franchise taxes payable in cash during such period, plus (iii) the aggregate
amount of payments required to be made, and actually made, by the Parent, the
Borrower and its Subsidiaries during such period in respect of all principal on
all Indebtedness of Borrowed Money (whether at maturity, as a result of
mandatory sinking fund redemption, mandatory prepayment, acceleration or
otherwise, but excluding payments made under the Revolving Credit and excluding
prepayments of the Term Loans made under Section 1.9 hereof), plus (iv) the aggregate
amount of Capital Expenditures made by the Parent, the Borrower and its
Subsidiaries during such period to the extent permitted by this Agreement and
not financed with proceeds of Indebtedness for Borrowed Money (but excluding
credit extended under the Revolving Credit), plus (v) any increases
in non-debt, non-cash working capital of the Parent, the Borrower and its
Subsidiaries for such period, minus (vi) any decreases
in non-debt, non-cash working capital of the Parent, the Borrower and its
Subsidiaries for such period. 

     

    “Excess Cash Flow Prepayment
Percentage” means either (a) 25% or (b) 0% if (i) the
Total Funded Debt/EBITDA Ratio for any fiscal year occurring after the date of
this Agreement is less than 2.00 to 1.0 as evidenced by the most recent fiscal
year-end Compliance Certificate furnished to the Administrative Agent pursuant
to Section 8.5(b) hereof, and (ii) no Default or Event of Default has
occurred and is continuing at such time.  


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

    “Federal Funds Rate” means
the fluctuating interest rate per annum described in part (i) of clause (b) of
the definition of Base Rate appearing in Section 1.4(a) hereof.

     

    “Foreign Subsidiary” means
each Subsidiary which (a) is organized under the laws of a jurisdiction
other than the United States of America or any state thereof or the District of
Columbia, (b) conducts substantially all of its business outside of the
United States of America, and (c) has substantially all of its assets
outside of the United States of America.

     

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

     

    “Funds Transfer and Deposit Account
Liability” means the liability of the Borrower or any Guarantor owing to
any of the Lenders, or any Affiliates of such Lenders, arising out of
(a) the execution or processing of electronic transfers of funds by
automatic clearing house transfer, wire transfer or otherwise to or from deposit
accounts of the Borrower and/or any Guarantor now or hereafter maintained with
any of the Lenders or their Affiliates, (b) the acceptance for deposit or
the honoring for payment of any check, draft or other item with respect to any
such deposit accounts, and (c) any other deposit, disbursement, and cash
management services afforded to the Borrower or any Guarantor by any of such Lenders
or their Affiliates.

     

    “GAAP” means generally
accepted accounting principles set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable
stature and authority within the U.S. accounting profession), which are
applicable to the circumstances as of the date of determination, consistently
applied.

     

    “Guarantor” and “Guarantors” each is defined
in Section 4.1 hereof.

     

    “Guaranty” and “Guaranties” each is defined
in Section 4.1 hereof.

     

    “Hedging Liability” means the
liability of the Borrower or any Guarantor to any of the Lenders, or any
Affiliates of such Lenders, in respect of any interest rate, foreign currency,
and/or commodity swap, exchange, cap, collar, floor, forward, future or option
agreement, or any other similar interest rate, currency or commodity hedging
arrangement, as the Borrower or such Guarantor, as the case may be, may from
time to time enter into with any one or more of the Lenders party to this
Agreement or their Affiliates.  

     

    “Hostile Acquisition” means
the acquisition of the capital stock or other equity interests of a Person
through a tender offer or similar solicitation of the owners of such capital
stock or other equity interests which has not been approved (prior to such
acquisition) by resolutions of the Board of Directors of such Person or by
similar action if such Person is not a corporation, or as to which such approval
has been withdrawn.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    “Incremental Term Loans” is
defined in Section 1.16 hereof, and as so defined includes a Base Rate Loan
or a Eurodollar Loan, each of which is a “type” of Term Loan or Revolving Credit
hereunder.

     

    “Indebtedness for Borrowed
Money” means for any Person (without duplication) (a) all
indebtedness created, assumed or incurred in any manner by such Person
representing money borrowed (including by the issuance of debt securities),
(b) all indebtedness for the deferred purchase price of property or
services (other than trade accounts payable arising in the ordinary course of
business which are not more than ninety (90) days past due), (c) all
indebtedness secured by any Lien upon Property of such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness,
(d) all Capitalized Lease Obligations of such Person, and (e) all
obligations of such Person on or with respect to letters of credit, bankers’
acceptances and other extensions of credit whether or not representing
obligations for borrowed money.  

     

    “Intercompany Agreements”
means and includes the Management and Administrative Services Agreement and the
Tax Sharing Agreement.

     

    “Interest Expense” means,
with reference to any period, the sum of all interest charges (including imputed
interest charges with respect to Capitalized Lease Obligations and all
amortization of debt discount and expense) of the Parent, the Borrower and its
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP.  

     

    “Interest Payment Date” means
(a) with respect to any Eurodollar Loan, the last day of each Interest
Period with respect to such Eurodollar Loan and on the maturity date and, if the
applicable Interest Period is longer than (3) three months, on each day
occurring every three (3) months after the commencement of such Interest Period,
(b) with respect to any Base Rate Loan (other than Swing Loans), the last
day of every calendar quarter and on the maturity date, and (c) as to any
Swing Loan, (i) bearing interest by reference to the Base Rate, the last
day of every calendar month, and on the maturity date and (ii) bearing
interest by reference to the Swing Line Lender’s Quoted Rate, the last day of
the Interest Period with respect to such Swing Loan, and on the maturity
date.

     

    “Interest Period” means the
period commencing on the date a Borrowing of Eurodollar Loans or Swing Loans
(bearing interest at the Swing Line Lender’s Quoted Rate) is advanced,
continued, or created by conversion and ending (a) in the case of
Eurodollar Loans, 1, 2, 3, or 6 months thereafter and (b) in the case
of Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, on the
date one (1) to five (5) Business Days thereafter as mutually agreed by the
Borrower and the Swing Line Lender, provided, however,
that:

     

    (i)    
no Interest Period shall extend beyond the final maturity date of the relevant
Loans;


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

    (ii)    
no Interest Period with respect to any portion of the Term Loans shall extend
beyond a date on which the Borrower is required to make a scheduled payment of
principal on the Term Loans, unless the sum of (a) the aggregate principal
amount of Term Loans that are Base Rate Loans plus (b) the aggregate
principal amount of Term Loans that are Eurodollar Loans with Interest Periods
expiring on or before such date equals or exceeds the principal amount to be
paid on the Term Loans on such payment date;

     

    (iii)  
 whenever the last day of any Interest Period would otherwise be a day that
is not a Business Day, the last day of such Interest Period shall be extended to
the next succeeding Business Day, provided that, if such
extension would cause the last day of an Interest Period for a Borrowing of
Eurodollar Loans to occur in the following calendar month, the last day of such
Interest Period shall be the immediately preceding Business Day;
and

     

    (iv)   
for purposes of determining an Interest Period for a Borrowing of Eurodollar
Loans, a month means a period starting on one day in a calendar month and ending
on the numerically corresponding day in the next calendar month; provided, however, that if
there is no numerically corresponding day in the month in which such an Interest
Period is to end or if such an Interest Period begins on the last Business Day
of a calendar month, then such Interest Period shall end on the last Business
Day of the calendar month in which such Interest Period is to end.

     

    “L/C Issuer ” means Bank
of Montreal or any other Lender selected by the Borrower and reasonably
satisfactory to the Administrative Agent, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 1.3(h) hereof.

     

    “L/C Obligations” means the
aggregate undrawn face amounts of all outstanding Letters of Credit and all
unpaid Reimbursement Obligations.

     

    “L/C Sublimit” means
$5,000,000, as reduced pursuant to the terms hereof.

     

    “Legal Requirement” means any
treaty, convention, statute, law, regulation, ordinance, license, permit,
governmental approval, injunction, judgment, order, consent decree or other
requirement of any governmental authority, whether federal, state, or
local.

     

    “Lenders” means and includes
Bank of Montreal and the other financial institutions from time to time party to
this Agreement, including each assignee Lender pursuant to Section 13.12
hereof and, unless the context otherwise requires, the Swing Line
Lender.

     

    “Lending Office” is defined
in Section 10.4 hereof.

     

    “Letter of Credit” is defined
in Section 1.3(a) hereof.

     

    “LIBOR” is defined in Section
1.4(b) hereof.

     

    “Lien” means any mortgage,
lien, security interest, pledge, charge or encumbrance of any kind in respect of
any Property, including the interests of a vendor or lessor under any
conditional sale, Capital Lease or other title retention
arrangement.  For avoidance of doubt, “Lien” shall not include any
license of intellectual property.


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    “Loan” means any Revolving
Loan, Swing Loan, Term Loan or Incremental Term Loan, whether outstanding as a
Base Rate Loan or Eurodollar Loan or otherwise, each of which is a “type” of Loan
hereunder.

     

    “Loan Documents” means this
Agreement, the Notes (if any), the Applications, the Collateral Documents, the
Guaranties, and each other instrument or document to be delivered hereunder or
thereunder or otherwise in connection therewith.

     

    “Management and Administrative
Services Agreement” means that certain Management and Administrative
Services Agreement dated May 21, 2007, by and between the Parent and the
Borrower.

     

    “Management Fees” means all
fees, charges and other amounts (including without limitation salaries and any
other compensation such as bonuses, pensions and profit sharing payments) due
and to become due to the Parent in consideration for, directly or indirectly,
management, consulting or similar services.

     

    “Material Adverse Effect”
means (a) a material adverse change in, or material adverse effect upon, the
operations, business, Property, condition (financial or otherwise) or prospects
of the Borrower or of the Borrower and its Subsidiaries taken as a whole,
(b) a material impairment of the ability of the Borrower or any Subsidiary
to perform its obligations under any Loan Document or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower or any Subsidiary of any Loan Document or the rights and
remedies of the Administrative Agent and the Lenders thereunder.

     

    “Material Contract” means,
with respect to any Person, each contract to which such Person is a party the
termination of which could reasonably be expected to have a material adverse
effect on the business, condition (financial or otherwise), operations,
performance, properties or prospects of such Person and includes, in any event,
the contracts listed on Schedule 5.1.

     

    “Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.

     

    “Net Cash Proceeds” means, as
applicable, (a) with respect to any Disposition by a Person, cash and cash
equivalent proceeds received by or for such Person’s account, net of (i)
reasonable direct costs relating to such Disposition and (ii) sale, use or other
transactional taxes paid or payable by such Person as a direct result of such
Disposition, (b) with respect to any Event of Loss of a
Person,  cash and cash equivalent proceeds received by or for such
Person’s account (whether as a result of payments made under any applicable
insurance policy therefor or in connection with condemnation proceedings or
otherwise), net of reasonable direct costs incurred in connection with the
collection of such proceeds, awards or other payments, and (c) with respect to
any offering of equity securities of a Person or the issuance of any
Indebtedness for Borrowed Money by a Person,  cash and cash equivalent
proceeds received by or for such Person’s account, net of reasonable transaction
fees, including, without limitation, legal, underwriting, brokerage or other
customary selling discounts and commissions, and other fees and expenses
incurred as a direct result thereof.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

    “Net Income” means, with
reference to any period, the net income (or net loss) of the Parent, the
Borrower and its Subsidiaries for such period computed on a consolidated basis
in accordance with GAAP; provided that there shall be
excluded from Net Income (a) the net income (or net loss) of any Person
accrued prior to the date it becomes a Subsidiary of, or has merged into or
consolidated with, the Parent, the Borrower or any of its Subsidiaries, and
(b) the net income (or net loss) of any Person (other than a Subsidiary) in
which the Parent, the Borrower or any of its Subsidiaries has a equity interest
in, except to the extent of the amount of dividends or other distributions
actually paid to the Parent, the Borrower or any of its Subsidiaries during such
period. 

     

     “Note” and “Notes” each is defined in
Section 1.11 hereof.

     

    “Obligations” means all
obligations of the Borrower to pay principal and interest on the Loans, all
Reimbursement Obligations owing under the Applications, all fees and charges
payable hereunder, and all other payment obligations of the Borrower or any of
its Subsidiaries arising under or in relation to any Loan Document, in each case
whether now existing or hereafter arising, due or to become due, direct or
indirect, absolute or contingent, and howsoever evidenced, held or
acquired.

     

    “OFAC” means the United States
Department of Treasury Office of Foreign Assets Control.

     

    “OFAC Event” means the event
specified in Section 8.15 hereof.

     

    “OFAC Sanctions Programs”
means all laws, regulations, and Executive Orders administered by OFAC,
including without limitation, the Bank Secrecy Act, anti-money laundering laws
(including, without limitation, the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and trade
sanction programs administered by OFAC, any and all similar United States
federal laws, regulations or Executive Orders, and any similar laws, regulators
or orders adopted by any State within the United States. 

     

    “OFAC SDN List” means the list
of the Specially Designated Nationals and Blocked Persons maintained by
OFAC.

     

    “Parent” is defined in the
introductory paragraph of this Agreement.

     

    “Participating Interest” is
defined in Section 1.3(e) hereof.

     

    “Participating Lender” is
defined in Section 1.3(e) hereof.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    

    
      “PBGC” means the Pension
Benefit Guaranty Corporation or any Person succeeding to any or all of its
functions under ERISA.

       

      “Percentage” means for any
Lender its Revolver Percentage or Term Loan Percentage, as applicable; and where
the term “Percentage”
is applied on an aggregate basis (including, without limitation,
Section 11.6 hereof), such aggregate percentage shall be calculated by
aggregating the separate components of the Revolver Percentage and Term Loan
Percentage, and expressing such components on a single percentage
basis.

       

      “Permitted Acquisition” means
any Acquisition with respect to which all of the following conditions shall have
been satisfied:

       

      (a)    the Acquired
Business is engaged primarily in an Eligible Line of Business and has its
primary operations within the United States of America;

       

      (b)    the
Acquisition shall not be a Hostile Acquisition;

       

      (c)    the financial
statements of the Acquired Business shall have been audited by a nationally
recognized accounting firm or such financial statements shall have undergone
review of a scope reasonably satisfactory to the Administrative
Agent;

       

      (d)    when taken
together, the Total Consideration for all Acquired Businesses acquired during
any fiscal year shall not exceed $50,000,000 in the aggregate for such fiscal
year and, when taken together with the Total Consideration for all Acquired
Businesses acquired for the period from and including the Closing Date to and
including the Revolving Credit Termination Date, shall not exceed $100,000,000
in the aggregate;

       

      (e)    the Borrower
shall have notified the Administrative Agent not less than 30 days prior to any
such Acquisition and furnished to the Administrative Agent at such time
reasonable details as to such Acquisition (including sources and uses of funds
therefor), and 3-year historical financial information of the Acquired Business
on a stand alone basis and 3-year pro forma financial forecasts of the Acquired
Business and the Borrower on a consolidated basis after giving effect to the
Acquisition (which shall include detail as to revenues, capital expenditures and
operating expenses of, and synergies attributable to, the Acquired Business, and
such other information as the Administrative Agent may reasonably request, each
in form reasonably acceptable to the Administrative Agent) and covenant
compliance calculations reasonably satisfactory to the Administrative Agent
demonstrating satisfaction of the condition described in clause (g)
below;

       

      (f)    if a new
Subsidiary is formed or acquired as a result of or in connection with the
Acquisition, the Borrower shall have complied with the requirements of
Section 4 hereof in connection therewith;


      
        
           


        

        
          -37-

          
            

          

        

        
           


        

      

       

      (g)    after giving
effect to the Acquisition and any Credit Event in connection therewith, no
Default or Event of Default shall exist, including with respect to the financial
covenants contained in Section 8.23 hereof on a pro forma basis (including
in each case the financial results and projections of the Acquired Business) for
the four most recently completed fiscal quarters and for next succeeding four
fiscal quarters based on the financial forecasts prepared pursuant to clause (e)
above; provided;
however that the applicable Total Funded Debt to EBITDA Ratio shall not
be greater than 0.25 to 1.0 less than the requirement set forth in Section
8.23(a) hereof for the most recently completed fiscal quarter; and

       

      (h)    after giving
effect to the Acquisition and any Credit Event in connection therewith, the
Borrower shall have not less than $10,000,000 of Unused Revolving Credit
Commitments.

       

      “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

       

      “Plan” means any employee
pension benefit plan covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code that either (a) is
maintained by a member of the Controlled Group for employees of a member of the
Controlled Group or (b) is maintained pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes
contributions and to which a member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions.

       

      “Property” means, as to any
Person, all types of real, personal, tangible, intangible or mixed property
owned by such Person whether or not included in the most recent balance sheet of
such Person and its subsidiaries under GAAP.

       

       “Reimbursement
Obligation” is defined in Section 1.3(c) hereof.

       

      “Required Lenders” means, as
of the date of determination thereof, Lenders whose outstanding Loans and
interests in Letters of Credit and Unused Revolving Credit Commitments
constitute more than 50% of the sum of the total
outstanding Loans, interests in Letters of Credit, and Unused Revolving Credit
Commitments of the Lenders.

       

      “Revolver Percentage” means,
for each Lender, the percentage of the Revolving Credit Commitments represented
by such Lender’s Revolving Credit Commitment or, if the Revolving Credit
Commitments have been terminated, the percentage held by such Lender (including
through participation interests in Reimbursement Obligations) of the aggregate
principal amount of all Revolving Loans and L/C Obligations then
outstanding.

       

      “Revolving Credit” means the
credit facility for making Revolving Loans and Swing Loans and issuing Letters
of Credit described in Sections 1.2, 1.3 and 1.7 hereof. 


      
        
           


        

        
          -38-

          
            

          

        

        
           


        

      

       

      “Revolving Credit Commitment”
means, as to any Lender, the obligation of such Lender to make Revolving Loans
and to participate in Swing Loans and Letters of Credit issued for the account
of the Borrower hereunder in an aggregate principal or face amount at any one
time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 1 attached hereto and made a part hereof, as the same may be
reduced, increased or modified at any time or from time to time pursuant to the
terms hereof.  The Borrower and the Lenders acknowledge and agree that
the Revolving Credit Commitments of the Lenders aggregate $45,000,000 on the
date hereof.  

       

      “Revolving Credit Termination
Date” means November 4, 2013 or such earlier date on which the
Revolving Credit Commitments are terminated in whole pursuant to
Section 9.2 or 9.3 hereof.

       

      “Revolving Loan” is defined
in Section 1.2 hereof and, as so defined, includes a Base Rate Loan or a
Eurodollar Loan, each of which is a “type” of Revolving Loan
hereunder.

       

      “Revolving Note” is defined
in Section 1.11 hereof.

       

      “S&P” means Standard
& Poor’s Ratings Services Group, a division of The McGraw-Hill Companies,
Inc. and any successor thereto.

       

      “Sarbanes—Oxley” means the
Sarbanes-Oxley Act of 2002, as amended, or any successor statute
thereto.

       

      “Security Agreements” means,
collectively, that certain Security Agreement and that certain Security
Agreement Re: Intellectual Property, each dated the date of this Agreement and
each among the Borrower and the Guarantors and the Administrative Agent, as the
same may be amended, modified, supplemented or restated from time to
time.

       

      “Subsidiary” means, as to any
particular parent corporation or organization, any other corporation or
organization more than 50% of the outstanding Voting Stock of which is at the
time directly or indirectly owned by such parent corporation or organization or
by any one or more other entities which are themselves subsidiaries of such
parent corporation or organization.  Unless otherwise expressly noted
herein, the term “Subsidiary” means a
Subsidiary of the Borrower or of any of its direct or indirect
Subsidiaries.

       

      “Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the foregoing),
whether or not such transaction is governed by or subject to any master
agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligation or liabilities under any Master
Agreement.


      
        
           


        

        
          -39-

          
            

          

        

        
           


        

      

       

      “Swing Line” means the
credit facility for making one or more Swing Loans described in Section 1.7
hereof.  

       

      “Swing Line Lender” means
Bank of Montreal, acting in its capacity as the Lender of Swing Loans hereunder,
or any successor Lender acting in such capacity appointed pursuant to
Section 13.12 hereof.

       

      “Swing Line Lender’s Quoted
Rate” is defined in Section 1.7(c) hereof.  

       

      “Swing Line Sublimit” means
$5,000,000, as reduced pursuant to the terms hereof.

       

      “Swing Loan” and “Swing Loans” each is defined
in Section 1.7 hereof.

       

      “Swing Note” is defined in
Section 1.11 hereof.

       

      “Tax Sharing Agreement” means
that certain Tax Sharing Agreement dated as of December 18, 2007, between
the Parent and the Borrower.

       

      “Term Credit” means the
credit facility for the Term Loans described in Section 1.1(a)
hereof.

       

      “Term Loan” is defined in
Section 1.1(a) hereof and, as so defined, includes a Base Rate Loan or a
Eurodollar Loan, each of which is a “type” of Term Loan
hereunder.

       

      “Term Loan Commitment” means,
as to any Lender, the obligation of such Lender to make its Term Loan on the
Closing Date in the principal amount not to exceed the amount set forth opposite
such Lender’s name on Schedule 1 attached hereto and made a part
hereof.  The Borrower and the Lenders acknowledge and agree that the
Term Loan Commitments of the Lenders aggregate $55,000,000 on the date
hereof.  

       

      “Term Loan Percentage” means,
for each Lender, the percentage of the Term Loan Commitments represented by such
Lender’s Term Loan Commitment or, if the Term Loan Commitments have been
terminated or have expired, the percentage held by such Lender of the aggregate
principal amount of all Term Loans then outstanding.

       

      “Term Note” is defined in
Section 1.11 hereof.  

       

      “Term Loans” means and
includes the Term Loans.


      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      

       

      “Total Consideration” means,
with respect to an Acquisition, the sum (but without duplication) of
(a) cash paid in connection with any Acquisition, (b) indebtedness
payable to the seller in connection with such Acquisition, (c) the fair
market value of any equity securities, including any warrants or options
therefor, delivered in connection with any Acquisition, (d) the present
value of all scheduled payments related to covenants not to compete entered into
in connection with such Acquisition or other future payments which are required
to be made over a period of time and are not contingent upon the Borrower or its
Subsidiary meeting financial performance objectives (exclusive of salaries paid
in the ordinary course of business) (discounted at the Base Rate), but only to
the extent not included in clause (a), (b) or (c) above, and (e) the
amount of Indebtedness for Borrowed Money assumed in connection with such
Acquisition.

       

      “Total Funded Debt” means, at
any time the same is to be determined, the sum (but without duplication) of
(a) all Indebtedness for Borrowed Money of the Parent and its Subsidiaries
at such time, and (b) all Indebtedness for Borrowed Money of any other
Person which is directly or indirectly guaranteed by the Parent or any of its
Subsidiaries or which the Parent or any of its Subsidiaries has agreed
(contingently or otherwise) to purchase or otherwise acquire or in respect of
which the Parent or any of its Subsidiaries has otherwise assured a creditor
against loss; provided,
however, that Total Funded Debt shall not include the mark-to-market
value of any Swap Contract on any date prior to the termination of such Swap
Contract.

       

      “Total Funded Debt/EBITDA
Ratio” means, as of the last day of any fiscal quarter of the Parent, the
ratio of (x) Total Funded Debt of the Parent and its Subsidiaries as of the
last day of such fiscal quarter minus Available Cash to
(y) EBITDA of the Parent, and its Subsidiaries for the period of four
fiscal quarters then ended.

       

      “Unfunded Vested
Liabilities” means,
for any Plan at any time, the amount (if any) by which the present value of all
vested nonforfeitable accrued benefits under such Plan exceeds the fair market
value of all Plan assets allocable to such benefits, all determined as of the
then most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the Controlled Group to
the PBGC or the Plan under Title IV of ERISA.

       

      “Unused Revolving Credit
Commitments” means, at any time, the difference between the Revolving
Credit Commitments then in effect and the aggregate outstanding principal amount
of Revolving Loans and L/C Obligations.

       

      “U.S. Dollars” and “$” each means the lawful
currency of the United States of America.

       

      “Voting Stock” of any Person
means capital stock or other equity interests of any class or classes (however
designated) having ordinary power for the election of directors or other similar
governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.

       

      “Welfare Plan” means a
“welfare plan” as defined in Section 3(1) of ERISA.

       

      “Wholly-owned Subsidiary”
means a Subsidiary of which all of the issued and outstanding shares of capital
stock (other than directors’ qualifying shares as required by law) or other
equity interests are owned by the Borrower and/or one or more Wholly-owned
Subsidiaries within the meaning of this definition.


      
        
           


        

        
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      Section 5.2.    Interpretation.  The
foregoing definitions are equally applicable to both the singular and plural
forms of the terms defined.  The words “hereof”, “herein”, and “hereunder” and words of like
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.  All references to
time of day herein are references to Chicago, Illinois, time unless otherwise
specifically provided.  Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, it shall be done in accordance with GAAP except
where such principles are inconsistent with the specific provisions of this
Agreement.

       

      Section 5.3.    Change in Accounting
Principles.  If, after the date of this Agreement, there shall
occur any change in GAAP from those used in the preparation of the financial
statements referred to in Section 6.5 hereof and such change shall result
in a change in the method of calculation of any financial covenant, standard or
term found in this Agreement, either the Borrower or the Required Lenders may by
notice to the Lenders and the Borrower, respectively, require that the Lenders
and the Borrower negotiate in good faith to amend such covenants, standards, and
terms so as equitably to reflect such change in accounting principles, with the
desired result being to preserve the original intent in light of the change such
that the criteria for evaluating the financial condition of the Borrower and its
Subsidiaries shall be the same as if such change had not been
made.  No delay by the Borrower or the Required Lenders in requiring
such negotiation shall limit their right to so require such a negotiation at any
time after such a change in accounting principles.  Until any such
covenant, standard, or term is amended in accordance with this Section 5.3,
financial covenants shall be computed and determined in accordance with GAAP in
effect prior to such change in accounting principles.  Without
limiting the generality of the foregoing, the Borrower shall neither be deemed
to be in compliance with any financial covenant hereunder nor out of compliance
with any financial covenant hereunder, such that no Event of Default could be
declared by the Administrative Agent or the Lenders based on such noncompliance,
if such state of compliance or noncompliance, as the case may be, would not
exist but for the occurrence of a change in accounting principles after the date
hereof.

       

      
        Section 6.    Representations and
Warranties

      

       

      Each of
the Parent and the Borrower represents and warrants to the Administrative Agent,
the Lenders, and the L/C Issuer as follows:

       

      Section 6.1.    Organization and
Qualification.  The Borrower is duly organized, validly
existing, and in good standing as a corporation under the laws of the State of
Delaware, has full and adequate power to own its Property and conduct its
business as now conducted, and is duly licensed or qualified and in good
standing in each jurisdiction in which the nature of the business conducted by
it or the nature of the Property owned or leased by it requires such licensing
or qualifying, except where the failure to do so would not have a Material
Adverse Effect.


      
        
           


        

        
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      Section 6.2.    Parent and
Subsidiaries.  The Parent and each Subsidiary are duly
organized, validly existing, and in good standing under the laws of the
jurisdiction in which it is organized, has full and adequate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to do so would
not have a Material Adverse Effect.  Schedule 6.2 hereto
identifies each Subsidiary, the jurisdiction of its organization, the percentage
of issued and outstanding shares of each class of its capital stock or other
equity interests owned by the Parent, the Borrower and the other Subsidiaries
and, if such percentage is not 100% (excluding directors’ qualifying shares as
required by law), a description of each class of its authorized capital stock
and other equity interests and the number of shares of each class issued and
outstanding.  All of the outstanding shares of capital stock and other
equity interests of each Subsidiary are validly issued and outstanding and fully
paid and nonassessable and all such shares and other equity interests indicated
on Schedule 6.2 as owned by the Parent, the Borrower or another Subsidiary
are owned, beneficially and of record, by the Parent, the Borrower or such
Subsidiary free and clear of all Liens other than the Liens granted in favor of
the Administrative Agent pursuant to the Collateral Documents.  There
are no outstanding commitments or other obligations of any Subsidiary to issue,
and no options, warrants or other rights of any Person to acquire, any shares of
any class of capital stock or other equity interests of any
Subsidiary.

       

      Section 6.3.    Authority and Validity of
Obligations.  The Borrower has full
right and authority to enter into this Agreement and the other Loan Documents
executed by it, to make the borrowings herein provided for, to grant to the
Administrative Agent the Liens described in the Collateral Documents executed by
the Borrower, and to perform all of its obligations hereunder and under the
other Loan Documents executed by it.  Each Guarantor has full right
and authority to enter into the Loan Documents executed by it, to guarantee the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability, to grant to the Administrative Agent the Liens described in the
Collateral Documents executed by such Person, and to perform all of its
obligations under the Loan Documents executed by it.  The Loan
Documents delivered by the Borrower and each Guarantor have been duly
authorized, executed, and delivered by such Persons and constitute valid and
binding obligations of the Borrower and each Guarantor enforceable against them
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors’ rights generally and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law); and this Agreement and the other Loan
Documents do not, nor does the performance or observance by the Borrower or any
Guarantor of any of the matters and things herein or therein provided for,
(a) contravene or constitute a default under any provision of law or any
judgment, injunction, order or decree binding upon the Borrower or any Guarantor
or any provision of the organizational documents (e.g., charter, certificate or
articles of incorporation and by-laws, certificate or articles of association
and operating agreement, partnership agreement, or other similar organizational
documents) of the Borrower or any Guarantor, (b) contravene or constitute a
default under any covenant, indenture or agreement of or affecting the Borrower
or any Guarantor or any of their Property, in each case where such contravention
or default, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, or (c) result in the creation or imposition
of any Lien on any Property of the Borrower or any Guarantor other than the
Liens granted in favor of the Administrative Agent pursuant to the Collateral
Documents.


      
        
           


        

        
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      Section 6.4.    Use of Proceeds; Margin
Stock.  The Borrower shall use the proceeds of the Loans to
refinance existing indebtedness, for its general working capital purposes and
for such other legal and proper general corporate purposes as are consistent
with all applicable laws and this Agreement.  Neither the Borrower nor
any Guarantor is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System), and no part of the
proceeds of any Loan or any other extension of credit made hereunder 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.  Margin stock (as hereinabove defined) constitutes less than
25% of the assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale, pledge or other restriction hereunder.

       

      Section 6.5.    Financial
Reports.   The consolidated balance sheet of the Parent,
the Borrower and its Subsidiaries as at December 31, 2008, and the related
consolidated statements of income, retained earnings and cash flows of the
Parent, the Borrower and its Subsidiaries for the fiscal year then ended, and
accompanying notes thereto, which consolidated financial statements are
accompanied by the audit report of Ehrhardt Keefe Steiner & Hottman PC,
independent public accountants, and the unaudited interim consolidated balance
sheet of the Parent, the Borrower and its Subsidiaries as of June 30, 2009, and
the related consolidated statements of income, retained earnings and cash flows
of the Parent and its Subsidiaries for the 6 months then ended, heretofore
furnished to the Administrative Agent and the Lenders, (a) fairly present
in all material respects the consolidated financial condition of the Parent, the
Borrower and its Subsidiaries as of said dates and the consolidated results of
their operations and cash flows for the periods then ended and (b) were
prepared in conformity with GAAP applied on a consistent basis for the period
covered thereby, subject in the case of clauses (a) and (b) above to the absence
of footnotes and normal year-end audit adjustments.  None of the
Borrower, the Parent or any Subsidiary has contingent liabilities which are
material to it other than as indicated on such financial statements or, with
respect to future periods, on the financial statements furnished pursuant to
Section 8.5 hereof.

       

      Section 6.6.    No Material Adverse
Change.  Since December
31, 2008, there has been no change in the condition (financial or otherwise) or
business prospects of the Borrower or any Guarantor except those occurring in
the ordinary course of business, none of which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.

       

      Section 6.7.    Full
Disclosure.  The written statements and written information
furnished to the Administrative Agent and the Lenders in connection with the
negotiation of this Agreement and the other Loan Documents and the commitments
by the Lenders to provide all or part of the financing contemplated hereby do
not contain any untrue statements of a material fact or omit a material fact
necessary to make the material statements contained herein or therein in light
of the circumstances in which they were made not misleading; provided, however, the
Administrative Agent and the Lenders acknowledge that as to any projections
furnished to the Administrative Agent and the Lenders, (a) the Borrower
represents and warrants that the projection delivered pursuant to
Section 7.2(r) were prepared on the basis of information and estimates the
Borrower believed to be reasonable on the Closing Date, (b) the Borrower
only represents that the projections delivered after the Closing Date were
prepared on the basis of information and estimates the Borrower believed to be
reasonable at the time of delivery of any projections to the Administrative
Agent and the Lenders, and (c) projections as to future events are not to
be viewed as facts or guaranties of future performance and that actual results
during the period or periods covered by such projections may differ from the
projected results and that such difference may be material.


      
        
           


        

        
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      Section 6.8.    Trademarks, Franchises, and
Licenses.  The Parent, the Borrower and their Subsidiaries own,
possess, or have the right to use all necessary patents, licenses, franchises,
trademarks, trade names, trade styles, copyrights, trade secrets, know how, and
confidential commercial and proprietary information to conduct their businesses
as now conducted, without known conflict with any patent, license, franchise,
trademark, trade name, trade style, copyright or other proprietary right of any
other Person, in each case where the failure to own, possess or use the same
could reasonably be expected to have a Material Adverse Effect.

       

      Section 6.9.    Governmental Authority and
Licensing.  The Parent, the Borrower and their Subsidiaries
have received all licenses, permits, and approvals of all federal, state, and
local governmental authorities, if any, necessary to conduct their businesses,
in each case where the failure to obtain or maintain the same could reasonably
be expected to have a Material Adverse Effect.  No investigation or
proceeding which, if adversely determined, could reasonably be expected to
result in revocation or denial of any material license, permit or approval is
pending or, to the knowledge of the Parent or the Borrower, threatened, and such
revocation or denial could reasonably be expected to have a Material Adverse
Effect.

       

      Section 6.10.    Good Title.  The
Parent, the Borrower and their Subsidiaries have good and defensible title (or
valid leasehold interests) to their assets as reflected on the most recent
consolidated balance sheet of the Parent, the Borrower and its Subsidiaries
furnished to the Administrative Agent and the Lenders (except for sales of
assets in the ordinary course of business), subject to no Liens other than such
thereof as are permitted by Section 8.8 hereof and further
subject only to defects of title as could not, individually, or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

       

      Section 6.11.    Litigation and Other
Controversies.  There is no
litigation or governmental or arbitration proceeding or labor controversy
pending, nor to the knowledge of the Parent or the Borrower threatened, against
the Parent, the Borrower or any Subsidiary or any of their Property which,
individually or in the aggregate have a reasonable likelihood of an adverse
determination and, if determined adversely, could reasonably be expected to have
a Material Adverse Effect.

       

      Section 6.12.    Taxes.  All tax
returns required to be filed by the Parent the Borrower or any Subsidiary in any
jurisdiction have, in fact, been filed, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, and all taxes, assessments, fees, and other
governmental charges upon the Parent, the Borrower or any Subsidiary or upon any
of its Property, income or franchises, which are shown to be due and payable in
such returns, have been paid, except those of which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP.  Neither the
Parent nor the Borrower knows of any proposed additional tax assessment against
it or its Subsidiaries for which adequate provisions in accordance with GAAP
have not been made on their accounts, except as otherwise disclosed in
Schedule 6.12 hereof.  Adequate provisions in accordance with
GAAP for taxes on the books of the Parent, the Borrower and each Subsidiary have
been made for all open years, and for its current fiscal
period.


      
        
           


        

        
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      Section 6.13.    Approvals.  No
authorization, consent, license or exemption from, or filing or registration
with, any court or governmental department, agency or instrumentality, nor any
approval or consent of any other Person, is or will be necessary to the valid
execution, delivery or performance by the Borrower or any Guarantor of any Loan
Document, except for such approvals which have been obtained prior to the date
of this Agreement and remain in full force and effect.

       

      Section 6.14.    Affiliate Transactions.  None of the
Parent, the Borrower nor any Subsidiary is a party to any contracts or
agreements with any of its Affiliates with less favorable material terms and
conditions to the Borrower or such Subsidiary than would be usual and customary
in similar contracts or agreements between Persons not affiliated with each
other.

       

      Section 6.15.    Investment Company.  None of the
Parent, the Borrower nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.  

       

      Section 6.16.    ERISA.  Except as
could not be reasonably be expected to have a Material Adverse Effect, the
Parent and each other member of its Controlled Group has fulfilled its
obligations under the minimum funding standards of and is in compliance in all
material respects with ERISA and the Code to the extent applicable to it and has
not incurred any liability to the PBGC or a Plan under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of
ERISA.  None of the Parent, the Borrower nor any Subsidiary has any
contingent liabilities with respect to any post-retirement benefits under a
Welfare Plan, other than liability for continuation coverage described in
article 6 of Title I of ERISA.

       

      Section 6.17.    Compliance with
Laws.  The Parent, the Borrower and each Subsidiary is in
compliance in all material respects with the requirements of all federal, state
and local laws, rules and regulations applicable to or pertaining to their
Property or business operations (including, without limitation, the Occupational
Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and
laws and regulations establishing quality criteria and standards for air, water,
land and toxic or hazardous wastes and substances), except in instances in which
(a) a requirement of any such law, rule or regulation is being contested in good
faith by appropriate proceedings diligently conducted, or (b) the failure to
comply with any such laws rule or regulation, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse
Effect.  None of the Parent, the Borrower nor any Subsidiary has
actual knowledge that its operations are not in compliance with any of the
requirements of applicable federal, state or local environmental, health, and
safety statutes and regulations or is the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, where
any such non-compliance or remedial action, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.


      
        
           


        

        
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      Section 6.18.    OFAC.  (a) Each
of the Parent and the Borrower is in compliance with the requirements of all
OFAC Sanctions Programs applicable to it, (b) each Subsidiary of the
Borrower is in compliance with the requirements of all OFAC Sanctions Programs
applicable to such Subsidiary, (c) each of the Parent and the Borrower has
provided to the Administrative Agent, the L/C Issuer, and the Lenders all
information regarding the Parent, the Borrower and its Affiliates and
Subsidiaries  necessary for the Administrative Agent, the L/C Issuer,
and the Lenders to comply with all applicable OFAC Sanctions Programs, and (d)
to the best of the Parent’s and the Borrower’s knowledge, none of the Parent,
the Borrower nor any of their Affiliates or Subsidiaries is, as of the date
hereof, named on the current OFAC SDN List.

       

      Section 6.19.    Other
Agreements.  None of the Parent, the Borrower nor any
Subsidiary is in default under the terms of any covenant, indenture or agreement
(including any Material Contract) of or affecting such Person or any of its
Property, which default if uncured could reasonably be expected to have a
Material Adverse Effect.

       

      Section 6.20.    Solvency.  The
Parent, the Borrower and their Subsidiaries are solvent, able to pay their debts
as they become due, and have sufficient capital to carry on their business and
all businesses in which they are about to engage.

       

      Section 6.21.    No Default.  No Default or
Event of Default has occurred and is continuing.

       

      Section 6.22.    No Broker
Fees.  Except for consulting fees or success fees payable to a
consultant, no broker’s or finder’s fee or commission will be payable with
respect hereto or any of the transactions contemplated thereby; and the Borrower
hereby agrees to indemnify the Administrative Agent and the Lenders against, and
agree that they will hold the Administrative Agent and the Lenders harmless
from, any claim, demand, or liability for any such broker’s or finder’s fees
alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable attorneys’ fees) arising in connection with any
such claim, demand, or liability.

       

      
        Section 7.    Conditions
Precedent.

      

       

      Section 7.1.    All Credit
Events.  At the time of each Credit Event
hereunder:

       

      (a)    each of the
representations and warranties set forth herein and in the other Loan Documents
shall be and remain true and correct in all material respects as of said time,
except to the extent the same expressly relate to an earlier date in which case
they shall be true and correct as of such earlier date;

       

      (b)    no Default or Event
of Default shall exist or would occur as a result of such Credit
Event;

       

      (c)    in the case of a
Borrowing the Administrative Agent shall have received the notice required by
Section 1.6 hereof, in the case of the issuance of any Letter of Credit the
L/C Issuer shall have received a duly completed Application for such Letter
of Credit together with any fees called for by Section 2.1 hereof, and, in
the case of an extension or increase in the amount of a Letter of Credit, a
written request therefor in a form acceptable to the L/C Issuer together
with fees called for by Section 2.1 hereof; and


      
        
           


        

        
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      (d)    such Credit Event
shall not violate any order, judgment or decree of any court or other authority
or any provision of law or regulation applicable to the Administrative Agent,
the L/C Issuer, or any Lender (including, without limitation,
Regulation U of the Board of Governors of the Federal Reserve System) as
then in effect.

       

      Each
request for a Borrowing hereunder and each request for the issuance of, increase
in the amount of, or extension of the expiration date of, a Letter of Credit
shall be deemed to be a representation and warranty by the Borrower on the date
on such Credit Event as to the facts specified in subsections (a) through
(c), both inclusive, of this Section; provided, however, that any
of the Lenders with Revolving Credit Commitments may, in their sole discretion,
continue to make advances under the Revolving Credit, notwithstanding the
failure of the Borrower to satisfy one or more of the conditions set forth above
and any such advances so made shall not be deemed a waiver of any Default or
Event of Default or other condition set forth above that may then
exist.

       

      Section 7.2.    Initial Credit
Event.    Before or concurrently with the initial
Credit Event:

       

      (a)    the Administrative
Agent shall have received this Agreement duly executed by the Borrower and its
Subsidiaries, as Guarantors, the Parent, as a Guarantor and the
Lenders;

       

      (b)    if requested by any
Lender, the Administrative Agent shall have received for such Lender such
Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise
in compliance with the provisions of Section 1.11 hereof;

       

      (c)    the Administrative
Agent shall have received the Security Agreements duly executed by the Parent,
the Borrower and its Subsidiaries, together with (i) original stock
certificates or other similar instruments or securities representing all of the
issued and outstanding shares of capital stock or other equity interests in each
Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as
provided in Section 4.2 hereof) as of the Closing Date, (ii) stock
powers for the Collateral consisting of the stock or other equity interest in
each Subsidiary executed in blank and undated, (iii) UCC financing
statements to be filed against the Parent, the Borrower and each Subsidiary, as
debtor, in favor of the Administrative Agent, as secured party,
(iv) patent, trademark, and copyright collateral agreements to the extent
requested by the Administrative Agent, and (v) deposit account, securities
account, and commodity account control agreements to the extent requested by the
Administrative Agent;

       

      (d)    the Administrative
Agent shall have received evidence of insurance required to be maintained under
the Loan Documents, naming the Administrative Agent as lender’s loss payee and
additional insured;


      
        
           


        

        
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      (e)    the Administrative
Agent shall have received copies of (i) the Parent’s, the Borrower’s and
each Subsidiary’s articles of incorporation and bylaws (or comparable
organizational documents) and any amendments thereto, (ii) each Material
Contract and any amendments thereto and (iii) the Intercompany Agreements,
certified in each instance by its Secretary or Assistant Secretary;

       

      (f)    the Administrative
Agent shall have received copies of resolutions of the Parent’s, the Borrower’s
and each Subsidiary’s Board of Directors (or similar governing body) and the
Borrower’s stockholders authorizing the execution, delivery and performance of
this Agreement and the other Loan Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby, together with
specimen signatures of the persons authorized to execute such documents on the
Parent’s the Borrower’s and each Subsidiary’s behalf, all certified in each
instance by its Secretary or Assistant Secretary;

       

      (g)    the Administrative
Agent shall have received copies of the certificates of good standing for the
Parent, the Borrower and each Subsidiary (dated no earlier than 30 days
prior to the date hereof) from the office of the secretary of the state of its
incorporation or organization and of each state in which it is qualified to do
business as a foreign corporation or organization;

       

      (h)    the Administrative
Agent shall have received a list of the Borrower’s Authorized
Representatives;

       

      (i)    the Administrative
Agent shall have received the initial fees called for by Section 2.1
hereof;

       

      (j)    Reserved;

       

      (k)    Reserved;

       

      (l)    the Administrative
Agent shall have received financing statement, tax, and judgment lien search
results against the Property of the Borrower and each Guarantor evidencing the
absence of Liens on its Property except as permitted by Section 8.8
hereof;

       

      (m)    the Administrative
Agent shall have received pay-off and lien release letters from secured
creditors of the Parent, the Borrower and each Subsidiary setting forth, among
other things, the total amount of indebtedness outstanding and owing to them (or
outstanding letters of credit issued for the account of the Borrower or any
Subsidiary) and containing an undertaking to cause to be delivered to the
Administrative Agent UCC termination statements and any other lien release
instruments necessary to release their Liens on the assets of the Parent, the
Borrower and each Subsidiary, which pay-off and lien release letters shall be in
form and substance acceptable to the Administrative Agent;


      
        
           


        

        
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      (n)    the Administrative
Agent shall have received the favorable written opinion of counsel to the
Parent, the Borrower and each Subsidiary, in form and substance satisfactory to
the Administrative Agent;

       

      (o)    the Administrative
Agent shall have received a fully executed Internal Revenue Service Form
W-9 for the
Borrower; and 

       

      (p)    the Administrative
Agent shall have received satisfactory evidence that (i) EBITDA for the
twelve fiscal months ended September 30, 2009 was not less than 28,000,000,
(ii) the Total Funded Debt to EBITDA Ratio based on its EBITDA for the
twelve fiscal months ended September 30, 2009, calculated on a pro forma basis after giving
effect to the initial Credit Event hereunder, is not greater than 2.50 to
1.0;

       

      (q)    the Administrative
Agent shall have received satisfactory evidence that after giving effect to the
initial Credit Event, the Borrower shall have Unused Revolving Credit
Commitments of at least $10,000,000, and that the Borrower’s accounts payable
are at historically normal levels reasonably acceptable to the Administrative
Agent;

       

      (r)    the Administrative
Agent shall have received (i) historical unaudited financial statements for
the Parent, the Borrower and its Subsidiaries for each quarter of such entity
ending during such entity’s fiscal years 2007, 2008 and 2009
(ii) historical audited financial statements for the Parent, the Borrower
and its Subsidiaries for the fiscal years
ending  December 31, 2006, December 31, 2007 and December 31,
2008 and (iii) 4-year pro
forma financial forecasts for the Parent, the Borrower and its
Subsidiaries on a
consolidated basis after giving effect to the initial Credit Event in form and
substance reasonably satisfactory to the Administrative Agent; and

       

      (s)    the Administrative
Agent shall have completed satisfactory management background
checks.

       

      Section 7.3.    Post-Closing Matters. Not
later than January 31, 2010 (which date may be extended by the
Administrative Agent in its reasonable discretion):

       

      (a)    the Administrative
Agent shall have completed a site visit of Ventura Foods;

       

      (b)    the Administrative
Agent shall have received evidence that the Borrower has used commercially
reasonable efforts to obtain fully executed landlords’ waivers and/or warehouse
agreements with respect to each location at which the Borrower or any Guarantor
owns Collateral (each in form and substance satisfactory to the Administrative
Agent) to the extent requested by the Administrative Agent; and

       

      (c)    the Administrative
Agent shall have received evidence that the Borrower has used commercially
reasonable efforts to obtain fully-executed securities account control
agreements (each in form and substance satisfactory to the Administrative Agent)
to the extent requested by the Administrative Agent.


      
        
           


        

        
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        Section 8.    Covenants

      

       

      Each of
the Parent and the Borrower agrees that, so long as any credit is available to
or in use by the Borrower hereunder, except to the extent compliance in any case
or cases is waived in writing pursuant to the terms of Section 13.13
hereof:

       

      Section 8.1.    Maintenance of Business.  Each of the
Parent and the Borrower shall, and shall cause each Subsidiary to, preserve and
maintain its existence, except as otherwise provided in Section 8.10(c)
hereof.  Each of the Parent and the Borrower shall, and shall cause
each Subsidiary to, preserve and keep in force and effect all licenses, permits,
franchises, approvals, patents, trademarks, trade names, trade styles,
copyrights, and other proprietary rights necessary to the proper conduct of its
business where the failure to do so could reasonably be expected to have a
Material Adverse Effect.

       

      Section 8.2.    Maintenance of
Properties.  Each of the
Parent and the Borrower shall, and shall cause each Subsidiary to, maintain,
preserve, and keep its property, plant, and equipment in good repair, working
order and condition (ordinary wear and tear excepted), and shall from time to
time make all needful and proper repairs, renewals, replacements, additions, and
betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, except to the extent that, in the reasonable business
judgment of such Person, any such Property is no longer necessary for the proper
conduct of the business of such Person, except where failure to do so could not
reasonably be expected to have a Material Adverse Effect.

       

      Section 8.3.    Taxes and Assessments. Each
of the Parent and the Borrower shall duly pay and discharge, and shall cause
each Subsidiary to duly pay and discharge, all taxes, rates, assessments, fees,
and governmental charges upon or against it or its Property, in each case before
the same become delinquent and before penalties accrue thereon, unless and to
the extent that the same are being contested in good faith and by appropriate
proceedings which prevent enforcement of the matter under contest and adequate
reserves are provided therefor, except where failure to do so could not
reasonably be expected to have a Material Adverse Effect.

       

      Section 8.4.    Insurance. Each of the Parent and the
Borrower shall insure and keep insured, and shall cause each Subsidiary to
insure and keep insured, with good and responsible insurance companies, all
insurable Property owned by it which is of a character usually insured by
Persons similarly situated and operating like Properties against loss or damage
from such hazards and risks, and in such amounts, as are insured by Persons
similarly situated and operating like Properties; and each of the Parent and the
Borrower shall insure, and shall cause each Subsidiary to insure, such other
hazards and risks (including, without limitation, business interruption,
employers’ and public liability risks) with good and responsible insurance
companies as and to the extent usually insured by Persons similarly situated and
conducting similar businesses.  Each of the Parent and the Borrower shall in any
event maintain, and cause each Guarantor to maintain, insurance on the
Collateral to the extent required by the Collateral Documents.  Each
of the Parent and the Borrower shall, upon the request of the Administrative
Agent, furnish to the Administrative Agent and the Lenders a certificate and
endorsement setting forth in summary form the nature and extent of the insurance
maintained pursuant to this Section for the protection of the Administrative
Agent’s and the Lenders’ Collateral interest as they may
appear.


      
        
           


        

        
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      Section 8.5.    Financial Reports.  Each of the
Parent and the Borrower shall, and shall cause each Subsidiary  to,
maintain a standard system of accounting in accordance with GAAP and shall
furnish to the Administrative Agent, for further distribution to each Lender,
the L/C Issuer and each of their duly authorized representatives such
information respecting the business and financial condition of the Parent, the
Borrower and each Subsidiary as the Administrative Agent or such Lender may
reasonably request; and without any request, shall furnish to the Administrative
Agent, the Lenders, and L/C Issuer :

       

      (a)    as soon as available,
and in any event no later than 45 days after the last day of each fiscal
quarter of each fiscal year of the Borrower, a copy of the consolidated balance
sheet of the Parent, the Borrower and its Subsidiaries as of the last day of
such fiscal quarter and the consolidated statements of income, retained
earnings, and cash flows of the Parent, the Borrower and its Subsidiaries for
the fiscal quarter and for the fiscal year-to-date period then ended, each in
reasonable detail showing in comparative form the figures for the corresponding
date and period in the previous fiscal year, prepared by the Borrower in
accordance with GAAP (subject to the absence of footnote disclosures and
year-end audit adjustments) and certified to by its chief financial officer or
another officer of the Borrower acceptable to the Administrative
Agent;

       

      (b)    as soon as available,
and in any event no later than 90 days after the last day of each fiscal
year of the Borrower, a copy of the consolidated balance sheet of the Parent,
the Borrower and its Subsidiaries as of the last day of the fiscal year then
ended and the consolidated statements of income, retained earnings, and cash
flows of the Parent, the Borrower and its Subsidiaries for
the fiscal year then ended, and accompanying notes thereto, each in reasonable
detail showing in comparative form the figures for the previous fiscal year,
accompanied in the case of the consolidated financial statements by an
unqualified opinion of Ehrhardt Keefe Steiner & Hottman PC or another firm
of independent public accountants of recognized national standing, selected by
the Parent and reasonably satisfactory to the Administrative Agent, to the
effect that the consolidated financial statements
have been prepared in accordance with GAAP and present fairly in accordance with
GAAP the consolidated financial condition of the Parent, the Borrower and its
Subsidiaries as of the close of such fiscal year and the results of their
operations and cash flows for the fiscal year then ended and that an examination
of such accounts in connection with such financial statements has been made in
accordance with generally accepted auditing standards and, accordingly, such
examination included such tests of the accounting records and such other
auditing procedures as were considered necessary in the circumstances and which
opinion shall not include any explanatory paragraph expressing substantial doubt
as to going concern status; 


      
        
           


        

        
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      (c)    within the period
provided in subsection (b) above, to the extent
reasonably available at no incremental cost to the Parent or the Borrower, the
written statement of the accountants who certified the audit report thereby
required that in the course of their audit they have obtained no knowledge of
any Default or Event of Default, or, if such accountants have obtained knowledge
of any such Default or Event of Default, they shall disclose in such statement
the nature and period of the existence thereof;

       

      (d)    promptly after
receipt thereof, any additional written reports, management letters or other
detailed information contained in writing concerning significant aspects of the
Parent’s the Borrower’s or any Subsidiary’s operations and financial affairs
given to it by its independent public accountants;

       

      (e)    promptly after the
sending or filing thereof, copies of each financial statement, and any material
report, notice or proxy statement sent by the Parent, the Borrower or any
Subsidiary to its stockholders or other equity holders, and copies of each
regular, periodic or special report, registration statement or prospectus
(including all Form 10-K, Form 10-Q and Form 8-K reports) filed by the Parent,
the Borrower or any Subsidiary with any securities exchange or the Securities
and Exchange Commission or any successor agency;

       

      (f)    promptly after
receipt thereof, a copy of each audit made by any regulatory agency of the books
and records of the Borrower or any Subsidiary or of notice of any material
noncompliance with any applicable law, regulation or guideline relating to the
Borrower or any Subsidiary, or its business;

       

      (g)    as soon as available,
and in any event no later than 60 days after the end of each fiscal year of
the Borrower, a copy of the Borrower’s consolidated business plan for the
following fiscal year, such business plan to show the Borrower’s projected
consolidated revenues, expenses and balance sheet on a quarterly basis, such business
plan to be in reasonable detail prepared by the Borrower and in form
satisfactory to the Administrative Agent and the Required Lenders (which shall
include a summary of all assumptions made in preparing such business plan);


       

      (h)    notice of any Change
of Control;

       

      (i)    promptly after
knowledge thereof shall have come to the attention of any responsible officer of
the Borrower, written notice of (i) any threatened or pending litigation or
governmental or arbitration proceeding or labor controversy against the Borrower
or any Subsidiary or any of their Property which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect, (ii) the
occurrence of any Default or Event of Default hereunder, (iii) any material
breach or material default by any party to any Material Contract, or
(iv) the termination of any Material Contract; and

       

      (j)    with each of the
financial statements delivered pursuant to subsections (a) and (b)
above, a written
certificate in the form attached hereto as Exhibit E (each a “Compliance Certificate”)
signed by the chief financial officer of the Borrower or another officer of the
Borrower acceptable to the Administrative Agent to the effect that to the best
of such officer’s knowledge and belief no Default or Event of Default has
occurred during the period covered by such statements or, if any such Default or
Event of Default has occurred during such period, setting forth a description of
such Default or Event of Default and specifying the action, if any, taken by the
Parent, the Borrower or any Subsidiary to remedy the same.  Such
certificate shall also set forth the calculations supporting such statements in
respect of Section 8.23 hereof.


      
        
           


        

        
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      Section 8.6.    Inspection.  Each
of the Parent and the Borrower shall, and shall cause each Subsidiary to, permit
the Administrative Agent, each Lender, the L/C Issuer, and each of their
duly authorized representatives and agents to visit and inspect any of its
Property, corporate books, and financial records, to examine and make copies of
its books of accounts and other financial records, and to discuss its affairs,
finances, and accounts with, and to be advised as to the same by, its officers,
employees and independent public accountants (and by this provision the Borrower
hereby authorizes such accountants to discuss with the Administrative Agent,
such Lenders, and L/C Issuer the finances and affairs of the Parent, the
Borrower and its Subsidiaries) at such reasonable times and intervals as the
Administrative Agent or any such Lender or L/C Issuer may designate and,
with reasonable prior notice to the Borrower; provided, however, that in
the absence of an Event of Default, such visits shall be limited to once per
fiscal year in the aggregate for the Administrative Agent and the Lenders
coordinated through the Administrative Agent.

       

      Section 8.7.    Borrowings and
Guaranties.
Neither the Parent nor the Borrower shall, nor shall it permit any
Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness
for Borrowed Money or other indebtedness, or incur liabilities for interest
rate, currency, or commodity cap, collar, swap, or similar hedging arrangements,
or be or become liable as endorser, guarantor, surety or otherwise for any debt,
obligation or undertaking of any other Person, or otherwise agree to provide
funds for payment of the obligations of another, or supply funds thereto or
invest therein or otherwise assure a creditor of another against loss, or apply
for or become liable to the issuer of a letter of credit which supports an
obligation of another, or subordinate any claim or demand it may have to the
claim or demand of any other Person; provided, however, that the
foregoing shall not restrict nor operate to prevent:

       

      (a)    the Obligations,
Hedging Liability, and Funds Transfer and Deposit Account Liability of the
Parent, the Borrower and the Guarantors owing to the Administrative Agent and
the Lenders (and their Affiliates);

       

      (b)    purchase money
indebtedness and Capitalized Lease Obligations of the Parent, the Borrower and
its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any
one time outstanding;

       

      (c)    obligations of the
Borrower or any Subsidiary arising out of interest rate, foreign currency, and
commodity hedging agreements entered into with institutions in connection with
bona fide hedging activities in the ordinary course of business and not for
speculative purposes;

       

      (d)    endorsement of items
for deposit or collection of commercial paper received in the ordinary course of
business;


      
        
           


        

        
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      (e)    intercompany advances
from time to time owing by any Subsidiary to the Parent or another Subsidiary or
by the Parent to a Subsidiary in the ordinary course of business;

       

      (f)    unsecured
indebtedness of the Parent, the Borrower and its Subsidiaries not otherwise
permitted by this Section in an amount not to exceed $10,000,000 in the
aggregate at any one time outstanding;

       

      (g)    indebtedness relating
to documentary letters of credit obtained in the ordinary course of business
having an aggregate face amount of not more than  $3,000,000 at any
time; and

       

      (h)    indebtedness arising
from agreement of the Borrower or any of its Guarantors providing for
indemnification, “earn-out” obligations,
adjustment of purchase price or similar obligations, in each case, incurred or
assumed in connection with the disposition of any Subsidiary or assets permitted
under Section 8.10 or any investment permitted under Section 8.9 (in
each case, to the extent that such Indebtedness was included in determining the
amount of such Disposition or Investment for purposes of such
Section).

       

      (i)    (i) guaranties of the
Borrower or any Guarantor in respect of indebtedness or other obligations
otherwise permitted hereunder of the Borrower or any other Guarantor, and (ii)
guaranties by Subsidiaries that are not Guarantors of obligations of the Parent,
the Borrower or its Subsidiaries;

       

      (j)    indebtedness in
respect of bid, performance, appeal or surety bonds issued for the account of
the Parent, the Borrower or any of its Subsidiaries in the ordinary course of
business, surety and other obligations incurred in the ordinary course of
business in connection with workers’ compensation, social security, unemployment
insurance and other social security legislation;

       

      (k)    indebtedness in
respect of netting services or overdraft protection or in connection with
deposit accounts or securities accounts maintained with financial institutions
or from any arrangement relating to the provision of treasury, depositary or
cash management services or automated clearinghouse transfer of funds, in each
case incurred in the ordinary course of business;

       

      (l)    Indebtedness for
Borrowed Money of any Person that becomes a Subsidiary after the Closing Date in
a transaction permitted under this Agreement;  provided that such
Indebtedness for Borrowed Money exists at the time such Person becomes a
Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Subsidiary; provided further, that the
aggregate principal amount of Indebtedness for Borrowed Money permitted by this
clause (l) shall not exceed $2,500,000 at any time outstanding (together with
any refinancings, refundings, extensions or renewals allowed pursuant to 8.7(m)
hereof);


      
        
           


        

        
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      (m)    indebtedness which
represents a refinancing, replacement, refunding, extension or renewal of any of
the indebtedness described in clause (l);  provided that (A) any such
refinancing, replacement, refunding, extension or renewal indebtedness is in an
aggregate principal amount not greater than the aggregate principal amount of
indebtedness being renewed, replaced, refunded, extended or refinanced, plus the
amount of any premiums required to be paid thereon and reasonable fees and
expenses associated therewith, (B) such refinancing, replacement, refunding,
extension or renewal indebtedness has a maturity date that is after the maturity
of the Loans, and a weighted average life to maturity longer than or equal to
that of the indebtedness being renewed, replaced or refinanced and (C) the
covenants, events of default and other material terms and provisions thereof
(including any guaranties thereof, but excluding pricing and call protection,
which shall be on market terms for similar financings) shall be, in the
aggregate no less favorable to the Parent or its Subsidiaries or to the
interests of the Administrative Agent and the Lenders than those contained in
the indebtedness being renewed, refinanced, refunded or extended;
and

       

      (n)    indebtedness not in
excess of $5,000,000 at any time outstanding at any time consisting of trade
payables overdue for more than 90 days but which are being contested in good
faith in the ordinary course of businesses and as to which adequate reserves are
being maintained in accordance with GAAP.

       

      Section 8.8.Liens.  Neither the
Parent nor the Borrower shall, nor shall it permit any Subsidiary to, create,
incur or permit to exist any Lien of any kind on any Property owned by any such
Person; provided,
however, that the foregoing shall not apply to nor operate to
prevent:

       

      (a)    Liens arising by
statute in connection with worker’s compensation, unemployment insurance, old
age benefits, social security obligations, taxes, assessments, statutory
obligations or other similar charges (other than Liens arising under ERISA),
good faith cash deposits in connection with tenders, contracts or leases to
which the Parent, the Borrower or any Subsidiary is a party or other cash
deposits required to be made in the ordinary course of business, provided in
each case that the obligation is not for borrowed money and that the obligation
secured is not overdue or, if overdue, is being contested in good faith by
appropriate proceedings which prevent enforcement of the matter under contest
and adequate reserves have been established therefor;

       

      (b)    mechanics’,
workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising
in the ordinary course of business with respect to obligations which are not
overdue for a period of more than sixty (60) days or which are being contested
in good faith by appropriate proceedings which prevent enforcement of the matter
under contest and adequate reserves with respect thereto are maintained on the
books of such Person;

       

      (c)    judgment liens and
judicial attachment liens not constituting an Event of Default under
Section 9.1(g) hereof and the pledge of assets for the purpose of securing
an appeal, stay or discharge in the course of any legal proceeding related to
such judgments, provided that the aggregate amount of such judgment liens and
attachments and liabilities of the Parent, the Borrower and its Subsidiaries
secured by a pledge of assets permitted under this subsection, including
interest and penalties thereon, if any, shall not be in excess of $2,000,000 at
any one time outstanding;


      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      

       

      (d)    Liens on equipment of
the Parent, the Borrower or any Subsidiary created solely for the purpose of
securing indebtedness permitted by Section 8.7(b) hereof, representing or
incurred to finance the purchase price of such Property, provided that no such
Lien shall extend to or cover other Property of the Parent, the Borrower or such
Subsidiary other than the respective Property so acquired, and the principal
amount of indebtedness secured by any such Lien shall at no time exceed the
purchase price of such Property, as reduced by repayments of principal
thereon;

       

      (e)    any interest or title
of a lessor under any operating lease;

       

      (f)    easements, covenants,
rights-of-way, restrictions (including without limitation, zoning restrictions),
licenses, encroachments, building codes, land use laws, and other similar
encumbrances against real property incurred in the ordinary course of business
which, in the aggregate, are not substantial in amount and which do not
materially detract from the value of the Property subject thereto or materially
interfere with the ordinary conduct of the business of Parent, the Borrower or
any Subsidiary;

       

      (g)    Liens granted in
favor of the Administrative Agent pursuant to the Collateral
Documents;

       

      (h)    leases or subleases
granted to other Persons in the ordinary course of business of the Borrower and
the Guarantors;

       

      (i)    (i) licenses or
sublicenses of intellectual property on fair market terms granted to other
Persons in the ordinary course of business of the Borrower and its Subsidiaries
and (ii) licenses of intellectual property on fair market terms (A) in
jurisdictions outside the United States which licenses may be exclusive as to a
particular geographical area outside the United States and (B) in the
United States which licenses may be exclusive as to a particular new or
undeveloped market or product or as to non-retail channels of
distribution;

       

      (j)    any interest or title
of a licensor, sublicensor, lessor or sublessor with respect to any assets under
any  license or lease agreement entered into in the ordinary course of
business of the Borrower and the Guarantors;

       

      (k)    Liens securing
reimbursement obligations in respect of documentary letters of credit or
bankers’ acceptances permitted under Section 8.7(g) provided that such
Liens attach only to the documents and goods covered thereby and proceeds
thereof;

       

      (l)    bankers’ Liens,
rights of setoff and other similar Liens existing solely with respect to such
assets on deposit in one or more accounts maintained by the Borrower or any
Guarantor, in each case arising in the ordinary course of business in favor of
the depository institutions with which such accounts are maintained, securing
amounts owing to such depository institutions with respect to such account
arrangements;


      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      

    

     

    (m)    
Liens arising from precautionary UCC filings regarding “true” operating leases or
the consignment of goods to the Borrower or any Guarantor; and

     

    (n)     
pledges or deposits to secure the performance of bid, trade contracts and
leases, statutory obligations, surety bonds (other than bonds related to
judgments or litigation), performance bonds and other obligations of like nature
incurred in the ordinary course of business.

     

    Section 8.9.    
Investments,
Acquisitions, Loans and Advances. Neither the Parent nor the
Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly,
make, retain or have outstanding any investments (whether through purchase of
stock or obligations or otherwise) in, or loans or advances to (other than for
travel advances, entertainment, relocation and other similar cash advances made
to employees in the ordinary course of business), any other Person, or acquire
all or any substantial part of the assets or business of any other Person or
division thereof; provided,
however, that the foregoing shall not apply to nor operate to
prevent:

     

    (a)    
investments in direct obligations of the United States of America or of any
agency or instrumentality thereof whose obligations constitute full faith and
credit obligations of the United States of America, provided that any such
obligations shall mature within one year of the date of issuance
thereof;

     

    (b)    
investments in commercial paper rated at least P-1 (or its equivalent) by
Moody’s or at least A-1 (or its equivalent) by S&P, in each case, maturing
within one year of the date of issuance thereof;

     

    (c)    
investments in time deposits, certificates of deposit or bankers acceptances
issued by any Lender or by any United States commercial bank having capital and
surplus of not less than $100,000,000 which have a maturity of one year or
less;

     

    (d)    
investments in repurchase obligations with a term of not more than 180 days
for underlying securities of the types described in subsection (a) above
entered into with any bank meeting the qualifications specified in
subsection (c) above, provided all such agreements require physical
delivery of the securities securing such repurchase agreement, except those
delivered through the Federal Reserve Book Entry System;

     

    (e)    
investments in money market funds that invest, and which are restricted by their
respective charters to invest in investments, not less than 95% of which are of
the type described in the immediately preceding subsections (a), (b), (c),
and (d) above;

     

    (f)    
the Borrower’s investments from time to time in its Subsidiaries, the Parent’s
investments from time to time in the Borrower or another Guarantor, and
investments made from time to time by a Subsidiary in one or more of its
Subsidiaries;


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    

     

    (g)    
intercompany advances made from time to time by the Parent or a Subsidiary to
another Subsidiary or by a Subsidiary to the Borrower in the ordinary course of
business;

     

    (h)    
Permitted Acquisitions;

     

    (i)    
investments consisting of extensions of credit in the nature of account
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business, and investments received in satisfaction or partial
satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;

     

    (j)    
guaranties permitted by Section 8.7 hereof;

     

    (k)    
investments by the Borrower in interest rate, foreign currency and commodity
hedging agreements permitted by Section 8.7(c) hereof;

     

    (l)    
investments made as a result of consideration received in connection with a
disposition of assets permitted by Section 8.10 hereof;

     

    (m)    
investments of any Person that becomes a Subsidiary after the date hereof;
provided that (i) such investments exist at the time such person is
acquired;  (ii) such investments are not made in anticipation or
contemplation of such person becoming a Subsidiary and (iii) such investments
are not directly or indirectly recourse to any of the Parent, the Borrower or
any of its Subsidiaries or any of their respective assets, other than the Person
that becomes the Subsidiary;

     

    (n)    
prepaid expenses or lease, utility and other similar deposits, in each case in
the ordinary course of business; and

     

    (o)    
other investments, loans, and advances in addition to those otherwise permitted
by this Section in an amount not to exceed $10,000,000 in the aggregate at any
one time outstanding; provided, however, that not
more than $5,000,000 of such amount may be outstanding at any time in the form
of investments, loans and advances in or to any Foreign Subsidiary or joint
ventures organized under the laws of a jurisdiction outside the United States of
America.

     

    In
determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken
at the original cost thereof (regardless of any subsequent appreciation or
depreciation therein), and loans and advances shall be taken at the principal
amount thereof then remaining unpaid.

     

    Section 8.10.Mergers, Consolidations and
Sales. Neither the Parent nor
the Borrower shall, nor shall it permit any Subsidiary to, be a party to any
merger or consolidation, or sell, transfer, lease or otherwise dispose of all or
any part of its Property, including any disposition of Property as part of a
sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however, that this
Section shall not apply to nor operate to prevent:


    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    

     

    (a)    
the sale, lease or other disposition of inventory in the ordinary course of
business;

     

    (b)    
the sale, transfer, lease or other disposition of Property of the Borrower and
its Guarantors to one another in the ordinary course of its
business;

     

    (c)    
the merger of any Guarantor or Subsidiary with and into the Borrower or any
other Guarantor or Subsidiary, provided that, in the case of any merger
involving the Borrower, the Borrower is the corporation surviving the
merger;

     

    (d)    
the sale of delinquent notes or accounts receivable in the ordinary course of
business for purposes of collection only (and not for the purpose of any bulk
sale or securitization transaction);

     

    (e)    
the sale, transfer or other disposition of any tangible personal property that,
in the reasonable business judgment of the Borrower or the Guarantor, has become
obsolete, worn out or unusable, and which is disposed of in the ordinary course
of business;

     

    (f)    
the license or sublicense of any of its Property permitted under Section 8.8(i)
hereof;

     

    (g)    
dispositions of equipment or real property to the extent the Borrower complies
with Section 1.9(b)(i) hereof;

     

    (h)    
dispositions of property by any Subsidiary to the Borrower or any
Guarantor,

     

    (i)    
abandonment or termination in the ordinary course of business of items of
intellectual property and licenses of intellectual property (excluding any
Material Contract) that are not individually or in the aggregate material to the
business of the Borrower and its Subsidiaries;

     

    (j)    
dividends in compliance with Section 8.12 hereof;

     

    (k)    
any sale, transfer, assignment or other disposition resulting from any
condemnation of any Property of the Borrower or any Guarantor;

     

    (l)    
dispositions or use of cash in the ordinary course of business;

     

    
      (m)    
dispositions, discounts or forgiveness of accounts receivable of financially
troubled debtors in connection with the collection or compromise thereof in the
ordinary course of business;

    


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    

     

    (n)    
sales of non-core assets acquired in connection with an acquisition permitted
under Section 8.9 hereof;

     

    (o)    
the sale, transfer, lease or other disposition of Property of the Borrower or
any Guarantor (including any disposition of Property as part of a sale and
leaseback transaction) aggregating for the Borrower and its Guarantors not more
than $500,000 during any fiscal year of the Borrower; and

     

    (p)    
disposition of Property that does not use (i) the “Earth Balance”, “Smart
Balance” or “Smart Beat” trademark or (ii) technology that is subject to any
license agreement existing on the date hereof.

     

    Section 8.11.    
Maintenance of
Subsidiaries. Neither the Parent nor
the Borrower shall assign, sell or transfer, nor shall it permit any Subsidiary
to issue, assign, sell or transfer, any shares of capital stock or other equity
interests of a Subsidiary; provided, however, that the
foregoing shall not operate to prevent (a) Liens on the capital stock or
other equity interests of Subsidiaries granted to the Administrative Agent
pursuant to the Collateral Documents, (b) the issuance, sale, and transfer
to any person of any shares of capital stock of a Subsidiary solely for the
purpose of qualifying, and to the extent legally necessary to qualify, such
person as a director of such Subsidiary, and (c) any transaction permitted
by Section 8.10(c) above.

     

    Section 8.12.    
Dividends and Certain
Other Restricted Payments. Neither the Parent nor
the Borrower shall, nor shall it permit any Subsidiary to, (a) declare or
pay any dividends on or make any other distributions in respect of any class or
series of its capital stock or other equity interests (other than dividends or
distributions payable solely in its capital stock or other equity interests),
(b) directly or indirectly purchase, redeem, or otherwise acquire or retire
any of its capital stock or other equity interests or any warrants, options, or
similar instruments to acquire the same, or (c) directly or indirectly pay
Management Fees (collectively referred to herein as “Restricted Payments”); provided, however, that the
foregoing shall not operate to prevent:

     

    (i)    
the making of dividends or distributions by any Subsidiary to the
Borrower;

     

    (ii)    
dividend payments from the Borrower to the Parent in an amount not to exceed (x)
50% of the Excess Cash Flow for any fiscal year and (y) $25,000,000 in the
aggregate during the term of this Agreement, in each case for the purpose of
making common equity repurchases; provided, however, that such
dividend payments shall be allowed only to the extent that (A) no Default or
Event of Default has occurred and is continuing immediately prior to or would
arise as a result of any such dividend payment, (B) the Administrative Agent
shall have received evidence satisfactory to the Administrative Agent that the
Total Funded Debt/EBITDA Ratio shall not be greater than 2.0 to
1.0  after giving effect to such dividend payment and that the other
financial covenants set forth in Section 8.23 hereof will be satisfied as set
forth therein after giving effect to such dividend payment and (C) the
Administrative Agent shall have received satisfactory evidence that after giving
effect to such dividend payment and any Credit Event made in connection
therewith, the Borrower shall have Unused Revolving Credit Commitments of at
least $10,000,000;


    
      
         


      

      
        -61-

        
          

        

      

      
         


      

    

     

    (iii)    
cash dividends and distributions to the Parent for the purpose of permitting the
Parent to pay federal and state income taxes, franchise taxes and other taxes,
fees and assessments to the extent attributable to the business of the Borrower
or any Subsidiary;

     

    (iv)    
dividends and distributions from the Borrower to the Parent (or payments on
behalf of the Parent) to permit the Parent to (A) make payments consisting of
salary, benefits and other compensation to its employees, directors and
officers, (B) pay audit fees, legal fees, financing fees, costs of obtaining
directors’ and officers’ liability insurance, and costs directly associated with
Sarbanes-Oxley compliance and (C) pay other public company costs and overhead
fees and expenses that are incurred in the ordinary course of business;
and

     

    (v)    
payments required to be made under the Management and Administrative Services
Agreement and the Tax Sharing Agreement, without giving effect to any amendment
to either of such agreements unless consented to in writing by the
Administrative Agent.

     

    Section 8.13.    
ERISA. Each of the Parent and
the Borrower shall, and shall cause each Subsidiary to, promptly pay and
discharge all obligations and liabilities arising under ERISA of a character
which if unpaid or unperformed could reasonably be expected to have a Material
Adverse Effect on or result in the imposition of a Lien against any of its
Property.  Each of the Parent and the Borrower shall, and shall cause
each Subsidiary to, promptly notify the Administrative Agent and each Lender
of:  (a) the occurrence of any reportable event (as defined in
ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of
its intention to seek termination of any Plan or appointment of a trustee
therefor, (c) its intention to terminate or withdraw from any Plan, and
(d) the occurrence of any event with respect to any Plan which would result
in the incurrence by the Parent, the Borrower or any Subsidiary of any material
liability, fine or penalty, or any material increase in the contingent liability
of the Parent, the Borrower or any Subsidiary with respect to any
post-retirement Welfare Plan benefit.

     

    Section 8.14.    
Compliance with
Laws. Each
of the Parent and the Borrower shall, and shall cause each Subsidiary to, comply
in all material respects with the requirements of all federal, state, and local
laws, rules, regulations, ordinances and orders applicable to or pertaining to
its Property or business operations, where (a) such requirements are being
contested in good faith by appropriate proceedings diligently conducted, or
(b) any such non-compliance, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect or result in a Lien
upon any of its Property.

     

    
      Section 8.15.    
Compliance
with OFAC Sanctions Programs.(a) Except
as could reasonably be expected to not have a Material Adverse Effect, each of
the Parent and the Borrower shall at all times materially comply with the
requirements of all OFAC Sanctions Programs applicable to the Parent and the
Borrower and shall cause each of its Subsidiaries to comply with the
requirements of all OFAC Sanctions Programs applicable to such
Subsidiary.

    


    
      
         


      

      
        -62-

        
          

        

      

      
         


      

    

     

    (b)    
Each of the Parent and the Borrower shall provide the Administrative Agent, the
L/C Issuer, and the Lenders any material information regarding the Parent, the
Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative
Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC
Sanctions Programs; subject however, in the case of Affiliates, to the
Borrower’s ability to provide information applicable to them.

     

    (c)    
If the Borrower obtains actual knowledge or receives any written notice that the
Parent, the Borrower, any Affiliate or any Subsidiary is named on the then
current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower
shall promptly (i) give written notice to the Administrative Agent, the L/C
Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable
laws with respect to such OFAC Event (regardless of whether the party included
on the OFAC SDN List is located within the jurisdiction of the United States of
America), including the OFAC Sanctions Programs, and the Borrower hereby
authorizes and consents to the Administrative Agent, the L/C Issuer, and the
Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or
the Lenders deem necessary, in their sole but reasonable discretion, to avoid
violation of all applicable laws with respect to any such OFAC Event, including
the requirements of the OFAC Sanctions Programs (including the freezing and/or
blocking of assets and reporting such action to OFAC).

     

    Section 8.16.    
Burdensome Contracts
With Affiliates.Neither the Parent nor the
Borrower shall, nor shall it permit any Subsidiary to, enter into any contract,
agreement or business arrangement with any of its Affiliates (other than with
Wholly-owned Subsidiaries) on terms and conditions
which are less favorable to the Borrower or such Subsidiary than would be usual
and customary in similar contracts, agreements or business arrangements between
Persons not affiliated with each other.

     

    Section 8.17.    
No Changes in Fiscal
Year. The
fiscal year of the Parent, the Borrower and its Subsidiaries ends on
December 31 of each year; and the Borrower shall not, nor shall it permit
any Subsidiary to, change its fiscal year from its present basis without the
prior written consent of the Administrative Agent.

     

    Section 8.18.    
Formation of
Subsidiaries. Promptly upon the
formation or acquisition of any Subsidiary, the Borrower shall provide the
Administrative Agent and the Lenders notice thereof and timely comply with the
requirements of Section 4 hereof (at which time Schedule 6.2 shall be
deemed amended to include reference to such
Subsidiary).  

     

    
      Section 8.19.    
Change
in the Nature of Business. (a) Neither
the Parent nor the Borrower shall, nor shall it permit any Subsidiary to, engage
in any business or activity if as a result the general nature of the business of
the Parent, the Borrower or any Subsidiary would be changed from the Eligible
Line of Business.

       

    

    
      
         


      

      
        -63-

        
          

        

      

      
         


      

    

     

     

    (b)    
The Parent shall not engage in any business activities other than
(i) ownership of the equity interests of the Borrower, (ii) activities
incidental to maintenance of its corporate existence, equityholder ownership and
ownership of the Borrower and its Subsidiaries, (iii) performance of its
obligations, if any, under the Intercompany Agreements, (iv) participating in
tax, accounting and other administrative activities as the parent of a
consolidated group of companies, including Borrower, (v) the performance or
obligations under the Loan Documents, (vi) the payment of dividends and
distributions to the extent permitted under Section 8.12 hereunder, (vii)
issuance of common equity interests, (viii) issuance of preferred stock (A) in
connection with a rights plan provided such preferred stock does not contain
requirements for the payment in cash, of dividends or other cash distributions
on a date earlier than 180 days after the maturity of the Loans and contains
covenants no more restrictive in any respect than the covenants afforded the
Administrative Agent and the Lenders hereunder, or (B) on terms and conditions
reasonably acceptable to Administrative Agent, (ix) Permitted Acquisitions, (x)
formation of subsidiaries (provided that such subsidiary agrees to execute a
joinder agreement agreeing to be bound by the terms of this Agreement), and (xi)
activities incidental to the business activities described in (i) through (x)
above.

     

    Section 8.20.    
Use of
Proceeds. The Borrower shall use the credit extended under this
Agreement solely for the purposes set forth in, or otherwise permitted by,
Section 6.4 hereof.

     

    Section 8.21.    
No
Restrictions.  Except as provided herein, neither the Parent
nor the Borrower shall, nor shall it permit any Subsidiary to, directly or
indirectly create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of the Borrower
or any Subsidiary to:  (a) pay dividends or make any other
distribution on any Subsidiary’s capital stock or other equity interests owned
by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to
the Parent, the Borrower or any other Subsidiary, (c) make loans or
advances to the Parent, the Borrower or any other Subsidiary, (d) transfer
any of its Property to the Parent, the Borrower or any other Subsidiary, or
(e) guarantee the Obligations, Hedging Liability, and Funds Transfer and
Deposit Account Liability and/or grant Liens on its assets to the Administrative
Agent as required by the Loan Documents.

     

    Section 8.22.    
Hedge
Agreements.  Not later than the date 90 days following the
first date on which the LIBOR Index Rate equals or exceeds 1.50% for 20 of the
last 30 consecutive Business Days, the Administrative Agent shall have received
evidence that the Borrower has entered into interest rate hedging agreements on
a principal amount of the Term Loan reasonably acceptable to the Lenders (but
not less than 25% of the Term Loans outstanding at such time) through the use of
one or more interest rate swaps, interest rate caps, interest rate collars or
other recognized interest rate hedging arrangements, with the foregoing to
effectively limit the amount of interest that the Borrower must pay on notional
amounts of not less than such portion of the Term Loan to not more than a rate
reasonably acceptable to the Lenders for a period of the lesser of (a) two (2)
years or (b) six (6) months prior to maturity of the Loans, such hedging
arrangements to be with the Lenders, their respective Affiliates or other
parties reasonably acceptable to the Administrative Agent; provided, however, that if
the outstanding principal balance of the Term Loan is less than $30,000,000, the
Borrower shall not be required to enter into any such agreements.

     

    
      Section 8.23.    
Financial
Covenants.  (a) Total
Funded Debt/EBITDA Ratio.  As of the last day of each fiscal
quarter of the Parent ending during the relevant period set forth below, the
Parent and the Borrower shall not permit the Total Funded Debt/EBITDA Ratio to
be greater than the corresponding ratio set forth opposite such
period:

    


    
      
         


      

      
        -64-

        
          

        

      

      
         


      

    

     

    
      
        	
                From and Including

              	
                To and Including

              	
                Total Funded Debt/EBITDA

                Ratio shall not be greater

                than:

              
	
                the
      date hereof

              	
                December
      30, 2011

              	
                2.75
      to 1.0

              
	 	 	 
	
                December
      31, 2011

              	
                and
      as of the last day of each fiscal quarter ending
thereafter

              	
                2.50
      to 1.0

              


      

    

     

    (b)    
Debt Service Coverage
Ratio.  As of the last day of each fiscal quarter of the
Parent, the Parent and the Borrower shall maintain a ratio of (i) EBITDA
for the four fiscal quarters of the Parent then ended to (ii) Debt Service
for the same four fiscal quarters then ended of not less than 2.00 to
1.00.

     

    (c)    
Capital
Expenditures.  Neither the Parent nor the Borrower shall, nor
shall it permit any of its Subsidiaries to, incur Capital Expenditures in an
amount in excess of $6,000,000 (the “Maximum Cap Ex Amount”) in
the aggregate during any fiscal year; provided that if the Parent,
the Borrower and the Subsidiaries expend less than the Maximum Cap Ex Amount in
any fiscal year the Maximum Cap Ex Amount for the next succeeding fiscal year of
the Parent, the Borrower and the Subsidiaries (but only the next succeeding
fiscal year) shall be increased by the excess of the Maximum Cap Ex Amount for
the preceding fiscal year over the amount actually expended by the Parent, the
Borrower and their Subsidiaries during such preceding fiscal year (the “Carry Forward
Amount”).  Any Capital Expenditures made during any fiscal year
shall be deemed to be made first from amounts that are not Carry Forward Amounts
from a prior fiscal year and only when such amounts are used in full shall any
Carry Forward Amounts be used.

     

    Section
8.24.     Operating
Accounts.  Within 90 days after the Closing Date, each of the
Parent, the Borrower and their Subsidiaries shall maintain with the
Administrative Agent (or one of its Affiliates) or another Lender or one of its
Affiliates as its primary depository bank, including for its principal
operating, administrative, cash management, collection activity, and other
deposit accounts for the conduct of its business; provided that at all times
from and after the Closing Date, such accounts are subject to deposit account
control agreements in favor of Administrative Agent on terms reasonably
satisfactory to Administrative Agent, including that, upon the occurrence and
during the continuation of an Event of Default, no other party other than the
Administrative Agent, including the Borrower, shall otherwise have control over
such deposit account.

     

    
      Section 8.25.    
Amendment,
Etc. of  Intercompany Agreements.  Neither the Parent
nor the Borrower shall, nor shall it permit any Subsidiary to (a) amend,
modify or change in any manner any term or condition of any Intercompany
Agreement or give any consent, waiver or approval thereunder or (b) waive
any default under or any breach of any term or condition of any Intercompany
Agreement, except in each case as could not, in the good faith judgment of the
Administrative Agent, reasonably be expected to be material and adverse to the
Lenders; provided,
however, that any Person that becomes a Subsidiary after the date hereof
may become a party to the Intercompany Agreements, or agreements of same or
similar effect upon the terms and conditions contained in such Intercompany
Agreements on the date hereof.

    


    
      
         


      

      
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    Section 8.26.    
Material
Contracts.  Each of the Parent and the Borrower shall, and
shall cause each Subsidiary to, perform and observe all the terms and provisions
of each Material Contract to be performed or observed by it, maintain each such
Material Contract in accordance with its terms in full force and effect, enforce
each such Material Contract in accordance with its terms, except to the extent
that failure to do so could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, and cause each of its Subsidiaries
to do so.

     

    Section 8.27.    
Foreign Intellectual
Property.  If as of the last day of any fiscal quarter of the
Parent, net revenues from sales in jurisdictions outside the United States of
America during the four fiscal quarter period ended on such date exceeds 5% of
the total net revenues of the Parent and its Subsidiaries for such period, the
Borrower and each Guarantor shall promptly execute and deliver such documents
and do such acts and things as the Administrative Agent or the Required Lenders
may reasonably request in order to provide for or perfect Liens on all patents,
patent licenses, trademarks, trademark licenses and other intellectual property
in each case registered in the applicable jurisdictions giving rise to such net
revenues; provided, however,
that no such grant or perfection of Liens shall be required with respect
to any single jurisdiction giving rise to net revenues less than $100,000 in
such four fiscal quarter period.

     

    
      
        	
                Section
      9.

              	
                Events
      of Default and Remedies.

              


      

    

     

    Section 9.1.    
Events of
Default. Any one or more of the
following shall constitute an “Event of Default”
hereunder:

     

    (a)    
default in the payment when due of all or any part of the principal of any Loan
(whether at the stated maturity thereof or at any other time provided for in
this Agreement) or of any Reimbursement Obligation, or default for a period of
five (5) Business Days in the payment when due of any interest, fee or other
Obligation payable hereunder or under any other Loan Document;

     

    (b)    
default in the observance or performance of any covenant set forth in
Sections 8.1, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.17, 8.19, 8.20, 8.21,
8.23, 8.25 or 8.26 (except, with respect to Section 8.26, solely to the
extent such default is set forth in clause (c)(iii) of this
Section 9.1) hereof or of any provision in any Loan Document dealing with
the use, disposition or remittance of the proceeds of Collateral or requiring
the maintenance of insurance thereon;

     

    (c)    
(i) default in the observation or performance of the covenant set forth in
Section 8.5 hereof which is not remedied within five (5) days after such
failure, (ii) default in the observance or performance of any other
provision hereof or of any other Loan Document which is not remedied within
30 days after the earlier of (x) the date on which such failure shall
first become known to any officer of the Borrower or (y) written notice
thereof is given to the Borrower by the Administrative Agent or
(iii) default in the observation or performance by the Borrower of
Section 8.26 hereof resulting solely from the Borrower’s failure to perform
and observe all of the terms and provisions of any Material Contract which is
not remedied within the earlier of (x) 30 days or (y) the date on
which such default gives rise to the ability of the non-defaulting party
thereunder to terminate the applicable Material Contract;

     

    
      
        
        

      

      
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    (d)    
any representation or warranty made herein or in any other Loan Document or in
any certificate furnished to the Administrative Agent or the Lenders pursuant
hereto or thereto or in connection with any transaction contemplated hereby or
thereby proves untrue in any material respect as of the date of the issuance or
making or deemed making thereof;

     

    (e)    
any event occurs or condition exists (other than those described in
subsections (a) through (d) above) which is specified as an event of
default under any of the other Loan Documents, after giving effect to any
applicable notice and cure period provided therein, or any of the Loan Documents
shall for any reason not be or shall cease to be in full force and effect or is
declared to be null and void, or any of the Collateral Documents shall for any
reason fail to create a valid and perfected first priority Lien in favor of the
Administrative Agent in any Collateral purported to be covered thereby except as
expressly permitted by the terms thereof, or any Subsidiary takes any action for
the purpose of terminating, repudiating or rescinding any Loan Document executed
by it or any of its obligations thereunder;

     

    (f)    
default shall occur under any Indebtedness for Borrowed Money issued, assumed or
guaranteed by the Parent, the Borrower or any Subsidiary aggregating in excess
of $5,000,000, or under any indenture, agreement or other instrument under which
the same may be issued, and such default shall continue for a period of time
sufficient to permit the acceleration of the maturity of any such Indebtedness
for Borrowed Money (whether or not such maturity is in fact accelerated), or any
such Indebtedness for Borrowed Money shall not be paid when due, subject to any
applicable grace period (whether by demand, lapse of time, acceleration or
otherwise);


     

    (g)    
(i) any judgment or judgments, writ or writs or warrant or warrants of
attachment, or any similar process or processes, shall be entered or filed
against the Parent, the Borrower or any Subsidiary, or against any of its
Property, in an aggregate amount in excess of $5,000,000 (except to the extent
fully covered by insurance pursuant to which the insurer has accepted liability
therefor in writing), or (ii) any one or more non-monetary final judgments
that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, such judgments, writs
or warrants remain undischarged, unvacated, unbonded or unstayed for a period of
30 consecutive days;

     

    
      
        
        

      

      
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    (h)    
the Parent, the Borrower or any Subsidiary, or any member of its Controlled
Group, shall fail to pay when due, after the expiration of any grace period, an
amount or amounts aggregating in excess of $5,000,000 which it shall have become
liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans having aggregate Unfunded Vested
Liabilities in excess of $5,000,000 (collectively, a “Material Plan”) shall be
filed under Title IV of ERISA by the Parent, the Borrower or any
Subsidiary, or any other member of its Controlled Group, any plan administrator
or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate or to cause a trustee to be appointed
to administer any Material Plan or a proceeding shall be instituted by a
fiduciary of any Material Plan against the Parent, the Borrower or any
Subsidiary, or any member of its Controlled Group, to enforce Section 515
or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within
30 days thereafter; or a condition shall exist by reason of which the PBGC
would be entitled to obtain a decree adjudicating that any Material Plan must be
terminated; 

     

    (i)    
any Change of Control shall occur;

     

    (j)    
the Parent, the Borrower or any Subsidiary shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy
Code, as amended, (ii) not pay, or admit in writing its inability to pay,
its debts generally as they become due, (iii) make an assignment for the
benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any substantial part of its Property, (v) institute any
proceeding seeking to have entered against it an order for relief under the
United States Bankruptcy Code, as amended, to adjudicate it insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (vi) take any action in furtherance of any matter
described in parts (i) through (v) above, or (vii) fail to contest in
good faith any appointment or proceeding described in Section 9.1(k)
hereof; or

     

    (k)    
a custodian, receiver, trustee, examiner, liquidator or similar official shall
be appointed for the Parent, the Borrower or any Subsidiary, or any substantial
part of any of its Property, or a proceeding described in Section 9.1(j)(v)
shall be instituted against the Parent, the Borrower or any Subsidiary, and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of 60 days.

     

    
      Section 9.2.    
Non-Bankruptcy
Defaults. When any Event of Default (other than those described in
subsection (j) or (k) of Section 9.1 hereof with respect to the
Borrower) has occurred and is continuing, the Administrative Agent shall, by
written notice to the Borrower: (a) if so directed by the Required Lenders,
terminate the remaining Commitments and all other obligations of the Lenders
hereunder on the date stated in such notice (which may be the date thereof);
(b) if so directed by the Required Lenders, declare the principal of and
the accrued interest on all outstanding Loans to be forthwith due and payable
and thereupon all outstanding Loans, including both principal and interest
thereon, shall be and become immediately due and payable together with all other
amounts payable under the Loan Documents without further demand, presentment,
protest or notice of any kind; and (c) if so directed by the Required
Lenders, demand that the Borrower immediately pay to the Administrative Agent
the full amount then available for drawing under each or any Letter of Credit,
and the Borrower agrees to immediately make such payment and acknowledges and
agrees that the Lenders would not have an adequate remedy at law for failure by
the Borrower to honor any such demand and that the Administrative Agent, for the
benefit of the Lenders, shall have the right to require the Borrower to
specifically perform such undertaking whether or not any drawings or other
demands for payment have been made under any Letter of Credit.  The
Administrative Agent, after giving notice to the Borrower pursuant to
Section 9.1(c) or this Section 9.2, shall also promptly send a copy of
such notice to the other Lenders, but the failure to do so shall not impair or
annul the effect of such notice.

    


    
      
         


      

      
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    Section 9.3.    
Bankruptcy
Defaults. When any Event of Default described in
subsections (j) or (k) of Section 9.1 hereof with respect to the
Borrower has occurred and is continuing, then all outstanding Loans shall
immediately become due and payable together with all other amounts payable under
the Loan Documents without presentment, demand, protest or notice of any kind,
the obligation of the Lenders to extend further credit pursuant to any of the
terms hereof shall immediately terminate and the Borrower shall immediately pay
to the Administrative Agent the full amount then available for drawing under all
outstanding Letters of Credit, the Borrower acknowledging and agreeing that the
Lenders would not have an adequate remedy at law for failure by the Borrower to
honor any such demand and that the Lenders, and the Administrative Agent on
their behalf, shall have the right to require the Borrower to specifically
perform such undertaking whether or not any draws or other demands for payment
have been made under any of the Letters of Credit.

     

    Section 9.4.    
Collateral for Undrawn
Letters of Credit. (a) If the prepayment of the amount
available for drawing under any or all outstanding Letters of Credit is required
under Section 1.9(b), Section 1.15, Section 9.2 or
Section 9.3 above, the Borrower shall forthwith pay the amount required to
be so prepaid, to be held by the Administrative Agent as provided in
subsection (b) below.

     

    (b)    
All amounts prepaid pursuant to subsection (a) above shall be held by the
Administrative Agent in one or more separate collateral accounts (each such
account, and the credit balances, properties, and any investments from time to
time held therein, and any substitutions for such account, any certificate of
deposit or other instrument evidencing any of the foregoing and all proceeds of
and earnings on any of the foregoing being collectively called the “Collateral Account”) as
security for, and for application by the Administrative Agent (to the extent
available) to, the reimbursement of any payment under any Letter of Credit then
or thereafter made by the L/C Issuer, and to the payment of the unpaid
balance of all other Obligations (and to all Hedging Liability and Funds
Transfer and Deposit Account Liability).  The Collateral Account shall
be held in the name of and subject to the exclusive dominion and control of the
Administrative Agent for the benefit of the Administrative Agent, the Lenders,
and the L/C Issuer.  If and when requested by the Borrower, the
Administrative Agent shall invest funds held in the Collateral Account from time
to time in direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States of America with a
remaining maturity of one year or less, provided that the
Administrative Agent is irrevocably authorized to sell investments held in the
Collateral Account when and as required to make payments out of the Collateral
Account for application to amounts due and owing from the Borrower to the
L/C Issuer, the Administrative Agent or the Lenders; provided, however, that
(i) if the Borrower shall have made payment of all obligations referred to
in subsection (a) above required under Section 1.9(b) and
Section 1.15 hereof, if any, at the request of the Borrower the
Administrative Agent shall release to the Borrower amounts held in the
Collateral Account so long as at the time of the release and after giving effect
thereto no Default or Event of Default exists and, in the case of
Section 1.15 hereof, the Defaulting Lender Period with respect to the
relevant Defaulting Lender has terminated, and (ii) if the Borrower shall
have made payment of all obligations referred to in subsection (a) above
required under Section 9.2 or 9.3 hereof, so long as no Letters of Credit,
Commitments, Loans or other Obligations, Hedging Liability, or Funds Transfer
and Deposit Account Liability remain outstanding, at the request of the Borrower
the Administrative Agent shall release to the Borrower any remaining amounts
held in the Collateral Account.

     

    
      
        
        

      

      
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    Section 9.5.    
Notice of
Default. The Administrative Agent shall give notice to the Borrower
under Section 9.1(c) hereof promptly upon being requested to do so by any
Lender and shall thereupon notify all the Lenders thereof.

     

    
      
        	
                Section
      10.

              	
                Change
      in Circumstances.

              


      

    

     

    Section 10.1.Change of
Law. Notwithstanding any other provisions of this Agreement or any
other Loan Document, if at any time any change in applicable law or regulation
or in the interpretation thereof makes it unlawful for any Lender to make or
continue to maintain any Eurodollar Loans or to perform its obligations as
contemplated hereby, such Lender shall promptly give notice thereof to the
Borrower and such Lender’s obligations to make or maintain Eurodollar Loans
under this Agreement shall be suspended until it is no longer unlawful for such
Lender to make or maintain Eurodollar Loans.  The Borrower shall
prepay on demand the outstanding principal amount of any such affected
Eurodollar Loans, together with all interest accrued thereon and all other
amounts then due and payable to such Lender under this Agreement; provided, however, subject to
all of the terms and conditions of this Agreement, the Borrower may then elect
to borrow the principal amount of the affected Eurodollar Loans from such Lender
by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be
made ratably by the Lenders but only from such affected Lender.

     

    Section 10.2.    
Unavailability of
Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on
or prior to the first day of any Interest Period for any Borrowing of Eurodollar
Loans:

     

    (a)   
the Administrative Agent determines that deposits in U.S. Dollars (in the
applicable amounts) are not being offered to it in the interbank eurodollar
market for such Interest Period, or that by reason of circumstances affecting
the interbank eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable LIBOR, or

     

    (b)   
the Required Lenders advise the Administrative Agent that (i) LIBOR as
determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Lenders of funding their Eurodollar Loans for such Interest
Period or (ii) that the making or funding of Eurodollar Loans become
impracticable,

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

    then the
Administrative Agent shall forthwith give notice thereof to the Borrower and the
Lenders, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Lenders to make Eurodollar Loans shall be suspended.

     

    Section 10.3.    
Increased Cost and
Reduced Return. (a) If, on or after the date hereof, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Lending Office) or
the L/C Issuer with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable
agency:

     

    (i)    
shall subject any Lender (or its Lending Office) or the L/C Issuer to any
tax, duty or other charge with respect to its Eurodollar Loans, its Notes, its
Letter(s) of Credit, or its participation in any thereof, any Reimbursement
Obligations owed to it or its obligation to make Eurodollar Loans, issue a
Letter of Credit, or to participate therein, or shall change the basis of
taxation of payments to any Lender (or its Lending Office) or the
L/C Issuer of the principal of or interest on its Eurodollar Loans,
Letter(s) of Credit, or participations therein or any other amounts due under
this Agreement or any other Loan Document in respect of its Eurodollar Loans,
Letter(s) of Credit, any participation therein, any Reimbursement Obligations
owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of
Credit, or acquire participations therein (except for changes in the rate of tax
on the overall net income of such Lender or its Lending Office or the
L/C Issuer imposed by the jurisdiction in which such Lender’s or the
L/C Issuer’s principal executive office or Lending Office is located);
or

     

    (ii)   
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but excluding with respect to
any Eurodollar Loans any such requirement included in an applicable Eurodollar
Reserve Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Lender (or its Lending Office) or the L/C Issuer or
shall impose on any Lender (or its Lending Office) or the L/C Issuer or on
the interbank market any other condition affecting its Eurodollar Loans, its
Notes, its Letter(s) of Credit, or its participation in any thereof, any
Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans,
or to issue a Letter of Credit, or to participate therein;

     

    and the
result of any of the foregoing is to increase the cost to such Lender (or its
Lending Office) or the L/C Issuer of making or maintaining any Eurodollar
Loan, issuing or maintaining a Letter of Credit, or participating therein, or to
reduce the amount of any sum received or receivable by such Lender (or its
Lending Office) or the L/C Issuer under this Agreement or under any other
Loan Document with respect thereto, by an amount deemed by such Lender or
L/C Issuer to be material, then, within 15 Business Days after demand
by such Lender or L/C Issuer (with a copy to the Administrative Agent), the
Borrower shall be obligated to pay to such Lender or L/C Issuer such
additional amount or amounts as will compensate such Lender or L/C Issuer
for such increased cost or reduction.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

     

    (b)    
If, after the date hereof, any Lender, the L/ C Issuer, or the Administrative
Agent shall have determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Lending Office) or
the L/C Issuer or any corporation controlling such Lender or
L/C Issuer with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has had the effect of reducing the rate of return on such
Lender’s or L/C Issuer ’s or such corporation’s capital as a consequence of
its obligations hereunder to a level below that which such Lender or
L/C Issuer or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s or L/C Issuer
’s or such corporation’s policies with respect to capital adequacy) by an amount
deemed by such Lender or L/C Issuer to be material, then from time to time,
within 15 Business Days after demand by such Lender or L/C Issuer
(with a copy to the Administrative Agent), the Borrower shall pay to such Lender
or L/C Issuer, as applicable, such additional amount or amounts as will
compensate such Lender or L/C Issuer for such reduction.

     

    (c)    
A certificate of a Lender or L/C Issuer claiming compensation under this
Section 10.3 and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive if reasonably determined.  In
determining such amount, such Lender or L/C Issuer may use any reasonable
averaging and attribution methods.

     

    Section 10.4.    
Lending
Offices. Each Lender may, at its option, elect to make its Loans
hereunder at the branch, office or affiliate specified on the appropriate
signature page hereof (each a “Lending Office”) for each
type of Loan available hereunder or at such other of its branches, offices or
affiliates as it may from time to time elect and designate in a written notice
to the Borrower and the Administrative Agent.  To the extent
reasonably possible, a Lender shall designate an alternative branch or funding
office with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Section 10.3 hereof or to avoid the
unavailability of Eurodollar Loans under Section 10.2 hereof, so long as
such designation is not otherwise disadvantageous to the Lender.

     

    Section 10.5.    
Discretion of Lender as
to Manner of Funding. Notwithstanding any other provision of this
Agreement, each Lender shall be entitled to fund and maintain its funding of all
or any part of its Loans in any manner it sees fit, it being understood,
however, that for the purposes of this Agreement all determinations hereunder
with respect to Eurodollar Loans shall be made as if each Lender had actually
funded and maintained each Eurodollar Loan through the purchase of deposits in
the interbank eurodollar market having a maturity corresponding to such Loan’s
Interest Period, and bearing an interest rate equal to LIBOR for such Interest
Period.

     

    
      
        
        

      

      
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                Section
      11.

              	
                The
      Administrative Agent.

              


      

    

     

    Section 11.1.    
Appointment and
Authorization of Administrative Agent. Each Lender and the
L/C Issuer hereby appoints Bank of Montreal as the Administrative Agent
under the Loan Documents and hereby authorizes the Administrative Agent to take
such action as Administrative Agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental
thereto.  The Lenders and L/C Issuer expressly agree that the
Administrative Agent is not acting as a fiduciary of the Lenders or the
L/C Issuer in respect of the Loan Documents, the Borrower or otherwise, and
nothing herein or in any of the other Loan Documents shall result in any duties
or obligations on the Administrative Agent or any of the Lenders or
L/C Issuer except as expressly set forth herein.

     

    Section 11.2.    
Administrative Agent
and its Affiliates.  The Administrative Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any
other Lender and may exercise or refrain from exercising such rights and power
as though it were not the Administrative Agent, and the Administrative Agent and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any Affiliate of the Borrower as if it
were not the Administrative Agent under the Loan Documents.  The term
“Lender” as used herein
and in all other Loan Documents, unless the context otherwise clearly requires,
includes the Administrative Agent in its individual capacity as a Lender (if
applicable).  

     

    Section 11.3.    
Action by
Administrative Agent. If the Administrative Agent receives from the
Borrower a written notice of an Event of Default pursuant to Section 8.5
hereof, the Administrative Agent shall promptly give each of the Lenders and
L/C Issuer written notice thereof.  The obligations of the
Administrative Agent under the Loan Documents are only those expressly set forth
therein.  Without limiting the generality of the foregoing, the
Administrative Agent shall not be required to take any action hereunder with
respect to any Default or Event of Default, except as expressly provided in
Sections 9.2 and 9.5.  Upon the occurrence of an Event of
Default, the Administrative Agent shall take such action to enforce its Lien on
the Collateral and to preserve and protect the Collateral as may be directed by
the Required Lenders.  Unless and until the Required Lenders give such
direction, the Administrative Agent may (but shall not be obligated to) take or
refrain from taking such actions as it deems appropriate and in the best
interest of all the Lenders and L/C Issuer.  In no event,
however, shall the Administrative Agent be required to take any action in
violation of applicable law or of any provision of any Loan Document, and the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder or under any other Loan Document unless it first
receives any further assurances of its indemnification from the Lenders that it
may require, including prepayment of any related expenses and any other
protection it requires against any and all costs, expense, and liability which
may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall be entitled to assume that no
Default or Event of Default exists unless notified in writing to the contrary by
a Lender, the L/C Issuer, or the Borrower.  In all cases in which
the Loan Documents do not require the Administrative Agent to take specific
action, the Administrative Agent shall be fully justified in using its
discretion in failing to take or in taking any action thereunder.  Any
instructions of the Required Lenders, or of any other group of Lenders called
for under the specific provisions of the Loan Documents, shall be binding upon
all the Lenders and the holders of the Obligations.

     

    
      
        
        

      

      
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    Section 11.4.    
Consultation with
Experts.  The Administrative Agent may consult with legal
counsel, independent public accountants, and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or
experts.

     

    Section 11.5.    
Liability of
Administrative Agent; Credit Decision. Neither the Administrative
Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or not taken by it in connection with the Loan
Documents:  (i) with the consent or at the request of the
Required Lenders or (ii) in the absence of its own gross negligence or
willful misconduct.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify:  (i) any statement,
warranty or representation made in connection with this Agreement, any other
Loan Document or any Credit Event; (ii) the performance or observance of
any of the covenants or agreements of the Borrower or any Subsidiary contained
herein or in any other Loan Document; (iii) the satisfaction of any
condition specified in Section 7 hereof, except receipt of items required
to be delivered to the Administrative Agent; or (iv) the validity,
effectiveness, genuineness, enforceability, perfection, value, worth or
collectibility hereof or of any other Loan Document or of any other documents or
writing furnished in connection with any Loan Document or of any Collateral; and
the Administrative Agent makes no representation of any kind or character with
respect to any such matter mentioned in this sentence.  The
Administrative Agent may execute any of its duties under any of the Loan
Documents by or through employees, agents, and attorneys-in-fact and shall not
be answerable to the Lenders, the L/C Issuer, the Borrower, or any other
Person for the default or misconduct of any such agents or attorneys-in-fact
selected with reasonable care.  The Administrative Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
other document or statement (whether written or oral) believed by it to be
genuine or to be sent by the proper party or parties.  In particular
and without limiting any of the foregoing, the Administrative Agent shall have
no responsibility for confirming the accuracy of any compliance certificate or
other document or instrument received by it under the Loan
Documents.  The Administrative Agent may treat the payee of any
Obligation as the holder thereof until written notice of transfer shall have
been filed with the Administrative Agent signed by such payee in form
satisfactory to the Administrative Agent.  Each Lender and
L/C Issuer acknowledges that it has independently and without reliance on
the Administrative Agent or any other Lender or L/C Issuer, and based upon
such information, investigations and inquiries as it deems appropriate, made its
own credit analysis and decision to extend credit to the Borrower in the manner
set forth in the Loan Documents.  It shall be the responsibility of
each Lender and L/C Issuer to keep itself informed as to the
creditworthiness of the Borrower and its Subsidiaries, and the Administrative
Agent shall have no liability to any Lender or L/C Issuer with respect
thereto.


    
      
         


      

      
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    Section 11.6.    
Indemnity. The Lenders
shall ratably, in accordance with their respective Percentages, indemnify and
hold the Administrative Agent, and its directors, officers, employees, agents,
and representatives harmless from and against any liabilities, losses, costs or
expenses suffered or incurred by it under any Loan Document or in connection
with the transactions contemplated thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Borrower and except to the extent that any event giving rise to a claim was
caused by the gross negligence, bad faith, or willful misconduct of the
Administrative Agent, its directors, officers, employees, agents, or
representatives.  The obligations of the Lenders under this Section
shall survive termination of this Agreement.  The Administrative Agent
shall be entitled to offset amounts received for the account of a Lender under
this Agreement against unpaid amounts due from such Lender to the Administrative
Agent, any L/C Issuer, or Swing Line Lender hereunder (whether as fundings of
participations, indemnities or otherwise, and with any amounts offset for the
benefit of the Administrative Agent to be held by it for its own account and
with any amounts offset for the benefit of a L/C Issuer or Swing Line Lender to
be remitted by the Administrative Agent to of for the account of such L/C Issuer
or Swing Line Lender, as applicable), but shall not be entitled to offset
against amounts owed to the Administrative Agent, any L/C Issuer or Swing Line
Lender by any Lender arising outside of this Agreement and the other Loan
Documents.

     

    Section 11.7.    
Resignation of
Administrative Agent and Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders, the L/C Issuer, and the Borrower.  Upon any such
resignation of the Administrative Agent, the Required Lenders shall have the
right to appoint a successor Administrative Agent.  If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which may be any Lender hereunder.  Upon the
acceptance of its appointment as the Administrative Agent hereunder, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Administrative Agent under the Loan
Documents, and the retiring Administrative Agent shall be discharged from its
duties and obligations thereunder.  After any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this
Section 11 and all protective provisions of the other Loan Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent, but no successor Administrative Agent shall in any
event be liable or responsible for any actions of its predecessor.  If
the Administrative Agent resigns and no successor is appointed, the rights and
obligations of such Administrative Agent shall be automatically assumed by the
Required Lenders and (i) the Borrower shall be directed to make all
payments due each Lender and L/C Issuer hereunder directly to such Lender
or L/C Issuer and (ii) the Administrative Agent’s rights in the
Collateral Documents shall be assigned without representation, recourse or
warranty to the Lenders and L/C Issuer as their interests may
appear.

     

    Section 11.8.   
  L/C Issuer and
Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith, and the Swing Line Lender shall act on behalf of the Lenders with
respect to the Swing Loans made hereunder.  The L/C Issuer and
the Swing Line Lender shall each have all of the benefits and immunities
(i) provided to the Administrative Agent in this Section 11 with
respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and the Applications pertaining to such Letters of Credit or by the Swing Line
Lender in connection with Swing Loans made or to be made hereunder as fully as
if the term “Administrative Agent”, as used in this Section 11, included
the L/C Issuer and the Swing Line Lender with respect to such acts or
omissions and (ii) as additionally provided in this Agreement with respect
to such L/C Issuer or Swing Line Lender, as applicable.

     

    
      
        
        

      

      
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    Section 11.9.   
  Hedging
Liability and Funds Transfer and Deposit Account Liability
Arrangements. By virtue of a Lender’s execution of this Agreement or
an assignment agreement pursuant to Section 13.12 hereof, as the case may
be, any Affiliate of such Lender with whom the Borrower or any Guarantor has
entered into an agreement creating Hedging Liability or Funds Transfer and
Deposit Account Liability shall be deemed a Lender party hereto for purposes of
any reference in a Loan Document to the parties for whom the Administrative
Agent is acting, it being understood and agreed that the rights and benefits of
such Affiliate under the Loan Documents consist exclusively of such Affiliate’s
right to share in payments and collections out of the Collateral and the
Guaranties as more fully set forth in Section 3.1 hereof.  In
connection with any such distribution of payments and collections, or any
request for the release of the Guaranties and the Administrative Agent’s Liens
in connection with the termination of the Commitments and the payment in full of
the Obligations, the Administrative Agent shall be entitled to assume no amounts
are due to any Lender or its Affiliate with respect to Hedging Liability or
Funds Transfer and Deposit Account Liability unless such Lender has notified the
Administrative Agent in writing of the amount of any such liability owed to it
or its Affiliate prior to such distribution or payment or release of Guaranties
and Liens.

     

    Section 11.10.    
Designation of
Additional Agents. The Administrative Agent shall, in consultation
with the Borrower, have the continuing right, for purposes hereof, at any time
and from time to time to designate one or more of the Lenders (and/or its or
their Affiliates) as “syndication agents,” “documentation agents,” “book
runners,” “lead arrangers,” “arrangers,” or other designations for purposes
hereto, but such designation shall have no substantive effect, and such Lenders
and their Affiliates shall have no additional powers, duties or responsibilities
as a result thereof.

     

    Section 11.11.   Authorization to Release or
Subordinate or Limit Liens.  The Administrative Agent is hereby
irrevocably authorized by each of the Lenders and the L/C Issuer to
(a) release any Lien covering any Collateral that is sold, transferred, or
otherwise disposed of in accordance with the terms and conditions of this
Agreement and the relevant Collateral Documents (including a sale, transfer, or
disposition permitted by the terms of Section 8.10 hereof or which has
otherwise been consented to in accordance with Section 13.13 hereof),
(b) release or subordinate any Lien on Collateral consisting of goods
financed with purchase money indebtedness or under a Capital Lease to the extent
such purchase money indebtedness or Capitalized Lease Obligation, and the Lien
securing the same, are permitted by Sections 8.7(b) and 8.8(d) hereof,
(c) reduce or limit the amount of the indebtedness secured by any
particular item of Collateral to an amount not less than the estimated value
thereof to the extent necessary to reduce mortgage registry, filing and similar
tax, and (d) release Liens on the Collateral following termination or
expiration of the Commitments and payment in full in cash of the Obligations
and, if then due, Hedging Liability and Funds Transfer and Deposit Account
Liability.

     

    
      
        
        

      

      
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    Section 11.12.   Authorization to Enter into, and
Enforcement of, the Collateral Documents.  The Administrative
Agent is hereby irrevocably authorized by each of the Lenders and the
L/C Issuer to execute and deliver the Collateral Documents on behalf of
each of the Lenders and their Affiliates and the L/C Issuer and to take
such action and exercise such powers under the Collateral Documents as the
Administrative Agent considers appropriate, provided the Administrative
Agent shall not amend the Collateral Documents unless such amendment is agreed
to in writing by the Required Lenders.  Each Lender and
L/C Issuer acknowledges and agrees that it will be bound by the terms and
conditions of the Collateral Documents upon the execution and delivery thereof
by the Administrative Agent.  Except as otherwise specifically
provided for herein, no Lender (or its Affiliates) or L/C Issuer, other
than the Administrative Agent, shall have the right to institute any suit,
action or proceeding in equity or at law for the foreclosure or other
realization upon any Collateral or for the execution of any trust or power in
respect of the Collateral or for the appointment of a receiver or for the
enforcement of any other remedy under the Collateral Documents; it being
understood and intended that no one or more of the Lenders (or their Affiliates)
or L/C Issuer shall have any right in any manner whatsoever to affect,
disturb or prejudice the Lien of the Administrative Agent (or any security
trustee therefor) under the Collateral Documents by its or their action or to
enforce any right thereunder, and that all proceedings at law or in equity shall
be instituted, had, and maintained by the Administrative Agent (or its security
trustee) in the manner provided for in the relevant Collateral Documents for the
benefit of the Lenders, the L/C Issuer, and their Affiliates.

     

    
      
        	
                Section
      12.

              	
                The
      Guaranties.

              


      

    

     

    Section 12.1.    
The
Guaranties. To induce the Lenders and L/C Issuer to provide the
credits described herein and in consideration of benefits expected to accrue to
the Borrower by reason of the Commitments and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Parent and each
Subsidiary party hereto (including any Subsidiary executing an Additional
Guarantor Supplement in the form attached hereto as Exhibit F or such other
form acceptable to the Administrative Agent) hereby unconditionally and
irrevocably guaranties jointly and severally to the Administrative Agent, the
Lenders, and the L/C Issuer and their Affiliates, the due and punctual
payment of all present and future Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability, including, but not limited to, the due
and punctual payment of principal of and interest on the Loans, the
Reimbursement Obligations, and the due and punctual payment of all other
Obligations now or hereafter owed by the Borrower under the Loan Documents and
the due and punctual payment of all Hedging Liability and Funds Transfer and
Deposit Account Liability, in each case as and when the same shall become due
and payable, whether at stated maturity, by acceleration, or otherwise,
according to the terms hereof and thereof (including all interest, costs, fees,
and charges after the entry of an order for relief against the Borrower or such
other obligor in a case under the United States Bankruptcy Code or any similar
proceeding, whether or not such interest, costs, fees and charges would be an
allowed claim against the Borrower or any such obligor in any such
proceeding).  In case of failure by the Borrower or other obligor
punctually to pay any Obligations, Hedging Liability, or Funds Transfer and
Deposit Account Liability guaranteed hereby, each Guarantor hereby
unconditionally agrees to make such payment or to cause such payment to be made
punctually as and when the same shall become due and payable, whether at stated
maturity, by acceleration, or otherwise, and as if such payment were made by the
Borrower or such obligor.

     

    
      
        
        

      

      
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    Section 12.2.     
Guarantee
Unconditional. The obligations of each Guarantor under this
Section 12 shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged, or otherwise
affected by:

     

    (a)    
any extension, renewal, settlement, compromise, waiver, or release in respect of
any obligation of the Borrower or other obligor or of any other guarantor under
this Agreement or any other Loan Document or by operation of law or
otherwise;

     

    (b)    
any modification or amendment of or supplement to this Agreement or any other
Loan Document or any agreement relating to Hedging Liability or Funds Transfer
and Deposit Account Liability;

     

    (c)    
any change in the corporate existence, structure, or ownership of, or any
insolvency, bankruptcy, reorganization, or other similar proceeding affecting,
the Borrower or other obligor, any other guarantor, or any of their respective
assets, or any resulting release or discharge of any obligation of the Borrower
or other obligor or of any other guarantor contained in any Loan
Document;

     

    (d)    
the existence of any claim, set-off, or other rights which the Borrower or other
obligor or any other guarantor may have at any time against the Administrative
Agent, any Lender, the L/C Issuer or any other Person, whether or not
arising in connection herewith;

     

    (e)    
any failure to assert, or any assertion of, any claim or demand or any exercise
of, or failure to exercise, any rights or remedies against the Borrower or other
obligor, any other guarantor, or any other Person or Property;

     

    (f)    
any application of any sums by whomsoever paid or howsoever realized to any
obligation of the Borrower or other obligor, regardless of what obligations of
the Borrower or other obligor remain unpaid;

     

    (g)    
any invalidity or unenforceability relating to or against the Borrower or other
obligor or any other guarantor for any reason of this Agreement or of any other
Loan Document or any agreement relating to Hedging Liability or Funds Transfer
and Deposit Account Liability or any provision of applicable law or regulation
purporting to prohibit the payment by the Borrower or other obligor or any other
guarantor of the principal of or interest on any Loan or any Reimbursement
Obligation or any other amount payable under the Loan Documents or any agreement
relating to Hedging Liability or Funds Transfer and Deposit Account Liability;
or

     

    (h)    
any other act or omission to act or delay of any kind by the Administrative
Agent, any Lender, the L/C Issuer, or any other Person or any other
circumstance whatsoever that might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of the obligations of any Guarantor
under this Section 12.


    
      
         


      

      
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    Section 12.3.  
Discharge Only upon
Payment in Full; Reinstatement in Certain Circumstances.  Each
Guarantor’s obligations under this Section 12 shall remain in full force
and effect until the Commitments are terminated, all Letters of Credit have
expired, and the principal of and interest on the Loans and all other amounts
payable by the Borrower and the Guarantors under this Agreement and all other
Loan Documents and, if then outstanding and unpaid, all Hedging Liability and
Funds Transfer and Deposit Account Liability shall have been paid in
full.  If at any time any payment of the principal of or interest on
any Loan or any Reimbursement Obligation or any other amount payable by the
Borrower or other obligor or any Guarantor under the Loan Documents or any
agreement relating to Hedging Liability or Funds Transfer and Deposit Account
Liability is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy, or reorganization of the Borrower or other obligor or of
any guarantor, or otherwise, each Guarantor’s obligations under this
Section 12 with respect to such payment shall be reinstated at such time as
though such payment had become due but had not been made at such
time.

     

    Section 12.4.  
Subrogation.   Each
Guarantor agrees it will not exercise any rights which it may acquire by way of
subrogation by any payment made hereunder, or otherwise, until all the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall have been paid in full subsequent to the termination of all the
Commitments and expiration of all Letters of Credit.  If any amount
shall be paid to a Guarantor on account of such subrogation rights at any time
prior to the later of (x) the payment in full of the Obligations, Hedging
Liability, and Funds Transfer and Deposit Account Liability and all other
amounts payable by the Borrower hereunder and the other Loan Documents and
(y) the termination of the Commitments and expiration of all Letters of
Credit, such amount shall be held in trust for the benefit of the Administrative
Agent, the Lenders, and the L/C Issuer (and their Affiliates) and shall
forthwith be paid to the Administrative Agent for the benefit of the Lenders and
L/C Issuer (and their Affiliates) or be credited and applied upon the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability, whether matured or unmatured, in accordance with the terms of this
Agreement.

     

    Section 12.5.   
Waivers.  Each
Guarantor irrevocably waives acceptance hereof, presentment, demand, protest,
and any notice not provided for herein, as well as any requirement that at any
time any action be taken by the Administrative Agent, any Lender, the
L/C Issuer, or any other Person against the Borrower or other obligor,
another guarantor, or any other Person.

     

    Section 12.6.   
Limit on
Recovery.  Notwithstanding any other provision hereof, the
right of recovery against each Guarantor under this Section 12 shall not
exceed $1.00 less than the lowest amount which would render such Guarantor’s
obligations under this Section 12 void or voidable under applicable law,
including, without limitation, fraudulent conveyance law.


    
      
         


      

      
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    Section 12.7.  
Stay of
Acceleration.  If acceleration of the time for payment of any
amount payable by the Borrower or other obligor under this Agreement or any
other Loan Document, or under any agreement relating to Hedging Liability or
Funds Transfer and Deposit Account Liability, is stayed upon the insolvency,
bankruptcy or reorganization of the Borrower or such obligor, all such amounts
otherwise subject to acceleration under the terms of this Agreement or the other
Loan Documents, or under any agreement relating to Hedging Liability or Funds
Transfer and Deposit Account Liability, shall nonetheless be payable by the
Guarantors hereunder forthwith on demand by the Administrative Agent made at the
request of the Required Lenders.

     

    Section 12.8.   
Benefit to
Guarantors.  The Borrower and the Guarantors are engaged in
related businesses and integrated to such an extent that the financial strength
and flexibility of the Borrower has a direct impact on the success of each
Guarantor.  Each Guarantor will derive substantial direct and indirect
benefit from the extensions of credit hereunder.

     

    Section 12.9.  
Guarantor
Covenants.  Each Guarantor
shall take such action as the Borrower is required by this Agreement to cause
such Guarantor to take, and shall refrain from taking such action as the
Borrower is required by this Agreement to prohibit such Guarantor from
taking.

     

    
      Section 13.   
  Miscellaneous     

    

     

    Section 13.1.   
Withholding
Taxes.  (a) Payments Free of
Withholding.  Except as otherwise required by law and subject
to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors
under this Agreement or the other Loan Documents shall be made without
withholding for or on account of any present or future taxes (other than overall
net income or franchise taxes on the recipient) imposed by or within the
jurisdiction in which the Borrower or such Guarantor is domiciled, any
jurisdiction from which the Borrower or such Guarantor makes any payment, or (in
each case) any political subdivision or taxing authority thereof or
therein.  If any such withholding is so required, the Borrower or such
Guarantor shall make the withholding, pay the amount withheld to the appropriate
governmental authority before penalties attach thereto or interest accrues
thereon, and forthwith pay such additional amount as may be necessary to ensure
that the net amount actually received by each Lender, the L/C Issuer, and
the Administrative Agent free and clear of such taxes (including such taxes on
such additional amount) is equal to the amount which that Lender,
L/C Issuer, or the Administrative Agent (as the case may be) would have
received had such withholding not been made.  If the Administrative
Agent, the L/C Issuer, or any Lender pays any amount in respect of any such
taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the
Administrative Agent, the L/C Issuer or such Lender for that payment within
15 Business Days after demand in the currency in which such payment was
made.  If the Borrower or such Guarantor pays any such taxes,
penalties or interest, it shall deliver official tax receipts evidencing that
payment or certified copies thereof to the Lender, the L/C Issuer or
Administrative Agent on whose account such withholding was made (with a copy to
the Administrative Agent if not the recipient of the original) on or before the
thirtieth day after payment.


    
      
         


      

      
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    (b)  
U.S. Withholding Tax
Exemptions.  Each Lender or L/C Issuer that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) shall submit to the Borrower and the Administrative Agent on or before the
date the initial Credit Event is made hereunder or, if later, the date such
financial institution becomes a Lender or L/C Issuer hereunder, two duly
completed and signed copies of (i) either Form W-8 BEN (relating to
such Lender or L/C Issuer and entitling it to a complete exemption from
withholding under the Code on all amounts to be received by such Lender or
L/C Issuer, including fees, pursuant to the Loan Documents and the
Obligations) or Form W-8 ECI (relating to all amounts to be received by
such Lender or L/C Issuer, including fees, pursuant to the Loan Documents
and the Obligations) of the United States Internal Revenue Service or (ii)
solely if such Lender is claiming exemption from United States withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, a Form W-8 BEN, or any successor form prescribed by
the Internal Revenue Service, and a certificate representing that such Lender is
not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Borrower and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the
Code).  Thereafter and from time to time, each Lender and
L/C Issuer shall submit to the Borrower and the Administrative Agent such
additional duly completed and signed copies of one or the other of such Forms
(or such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities) and such other certificates as may be
(i) requested by the Borrower in a written notice, directly or through the
Administrative Agent, to such Lender or L/C Issuer and (ii) required
under then-current United States law or regulations to avoid or reduce United
States withholding taxes on payments in respect of all amounts to be received by
such Lender or L/C Issuer, including fees, pursuant to the Loan Documents
or the Obligations.  Upon the request of the Borrower or the
Administrative Agent, each Lender and L/C Issuer that is a United States
person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent a certificate to the effect
that it is such a United States person.

     

    (c)  
Inability of Lender to Submit
Forms.  If any Lender or L/C Issuer determines, as a
result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Borrower or the Administrative Agent any form or certificate that such Lender or
L/C Issuer is obligated to submit pursuant to subsection (b) of this
Section 13.1 or that such Lender or L/C Issuer is required to withdraw
or cancel any such form or certificate previously submitted or any such form or
certificate otherwise becomes ineffective or inaccurate, such Lender or
L/C Issuer shall promptly notify the Borrower and Administrative Agent of
such fact and the Lender or L/C Issuer shall to that extent not be
obligated to provide any such form or certificate and will be entitled to
withdraw or cancel any affected form or certificate, as applicable.

     

    Section 13.2.   
No Waiver, Cumulative
Remedies. No delay or failure on the part of the Administrative
Agent, the L/C Issuer, or any Lender, or on the part of the holder or
holders of any of the Obligations, in the exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right.  The rights and remedies hereunder of the Administrative Agent,
the L/C Issuer, the Lenders, and of the holder or holders of any of the
Obligations are cumulative to, and not exclusive of, any rights or remedies
which any of them would otherwise have.


    
      
         


      

      
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    Section 13.3.  
Non-Business
Days. If any payment hereunder becomes due and payable on a day
which is not a Business Day, the due date of such payment shall be extended to
the next succeeding Business Day on which date such payment shall be due and
payable.  In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

     

    Section 13.4. 
Documentary
Taxes. The Borrower agrees to pay within 15 Business Days after
demand any documentary, stamp or similar taxes payable in respect of this
Agreement or any other Loan Document, including interest and penalties, in the
event any such taxes are assessed, irrespective of when such assessment is made
and whether or not any credit is then in use or available
hereunder.

     

    Section 13.5. 
Survival of
Representations. All representations and warranties made herein or
in any other Loan Document or in certificates given pursuant hereto or thereto
shall survive the execution and delivery of this Agreement and the other Loan
Documents, and shall continue in full force and effect with respect to the date
as of which they were made as long as any credit is in use or available
hereunder.

     

    Section 13.6. 
Survival of
Indemnities.  All indemnities and other provisions relative to
reimbursement to the Lenders and L/C Issuer of amounts sufficient to
protect the yield of the Lenders and L/C Issuer with respect to the Loans
and Letters of Credit, including, but not limited to, Sections 1.12, 10.3,
and 13.15 hereof, shall survive the termination of this Agreement and the other
Loan Documents and the payment of the Obligations.

     

    Section 13.7. 
Sharing of
Set-Off.  Each Lender agrees with each other Lender a party
hereto that if such Lender shall receive and retain any payment, whether by
set-off or application of deposit balances or otherwise, on any of the Loans or
Reimbursement Obligations in excess of its ratable share of payments on all such
Obligations then outstanding to the Lenders, then such Lender shall purchase for
cash at face value, but without recourse, ratably from each of the other Lenders
such amount of the Loans or Reimbursement Obligations, or participations
therein, held by each such other Lenders (or interest therein) as shall be
necessary to cause such Lender to share such excess payment ratably with all the
other Lenders; provided,
however, that if any such purchase is made by any Lender, and if such
excess payment or part thereof is thereafter recovered from such purchasing
Lender, the related purchases from the other Lenders shall be rescinded ratably
and the purchase price restored as to the portion of such excess payment so
recovered, but without interest.  For purposes of this Section,
amounts owed to or recovered by the L/C Issuer in connection with
Reimbursement Obligations in which Lenders have been required to fund their
participation shall be treated as amounts owed to or recovered by the
L/C Issuer as a Lender hereunder.


    
      
         


      

      
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    Section 13.8. 
Notices   Except
as otherwise specified herein, all notices hereunder and under the other Loan
Documents shall be in writing (including, without limitation, notice by
telecopy) and shall be given to the relevant party at its address or telecopier
number set forth below, or such other address or telecopier number as such party
may hereafter specify by notice to the Administrative Agent and the Borrower
given by courier, by United States certified or registered mail, by telecopy or
by other telecommunication device capable of creating a written record of such
notice and its receipt.  Notices under the Loan Documents to any
Lender shall be addressed to its address or telecopier number set forth on its
Administrative Questionnaire; and notices under the Loans Documents to the
Borrower, any Guarantor, the Administrative Agent or L/C Issuer shall be
addressed to its respective address or telecopier number set forth
below:

     

    
      
        
          	
                  to
      the Borrower or any Guarantor:

                   

                  Smart
      Balance, Inc.

                  115
      West Century Road, Suite 260

                  Paramus,
      New Jersey  07652-1432

                  Attention:Chief
      Financial Officer

                  Telephone:(201)
      568-9300

                  Telecopy:(201)
      568-6374

                	 	
                  to
      the Administrative Agent and L/C Issuer :

                   

                  Bank
      of Montreal

                  115
      South LaSalle Street

                  Chicago,
      Illinois  60603

                  Attention:Jerry
      Karl

                  Telephone:(312)
      461-3776

                  Telecopy:(312)
      765-8095

                


        

      

    

     

    Each such
notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in this Section or in the relevant Administrative Questionnaire and a
confirmation of such telecopy has been received by the sender, (ii) if
given by mail, 5 days after such communication is deposited in the mail,
certified or registered with return receipt requested, addressed as aforesaid or
(iii) if given by any other means, when delivered at the addresses
specified in this Section or in the relevant Administrative Questionnaire; provided that any notice given
pursuant to Section 1 hereof shall be effective only upon
receipt.

     

    Section 13.9.  
Counterparts. This
Agreement may be executed in any number of counterparts, and by the different
parties hereto on separate counterpart signature pages, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.

     

    Section 13.10. Successors and
Assigns.  This Agreement shall be binding upon the Borrower and
the Guarantors and their successors and assigns, and shall inure to the benefit
of the Administrative Agent, the L/C Issuer, and each of the Lenders, and
the benefit of their respective successors and assigns, including any subsequent
holder of any of the Obligations.  The Borrower and the Guarantors may
not assign any of their rights or obligations under any Loan Document without
the written consent of all of the Lenders and, with respect to any Letter of
Credit or the Application therefor, the L/C Issuer.

     

    Section 13.11. Participants.  Each
Lender shall have the right at its own cost to grant participations (to be
evidenced by one or more agreements or certificates of participation) in the
Loans made and Reimbursement Obligations and/or Commitments held by such Lender
at any time and from time to time to one or more other Persons; provided that no
such participation shall relieve any Lender of any of its obligations under this
Agreement, and, provided, further that no such participant shall have any rights
under this Agreement except as provided in this Section, and the Administrative
Agent shall have no obligation or responsibility to such
participant.  Any agreement pursuant to which such
participation  is granted shall provide that the granting Lender shall
retain the sole right and responsibility to enforce the obligations of the
Borrower under this Agreement and the other Loan Documents including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of the Loan Documents, except that such agreement may provide that
such Lender will not agree to any modification, amendment or waiver of the Loan
Documents that would reduce the amount of or postpone any fixed date for payment
of any Obligation in which such participant has an interest.  Any
party to which such a participation has been granted shall have the benefits of
Section 1.12 and Section 10.3 hereof.


    
      
         


      

      
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    Section 13.12. 
Assignments.  (a) Any
Lender may at any time assign to one or more Eligible Assignees all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 

     

    (i)   
Minimum
Amounts.  (A) In the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans and
participation interest in L/C Obligations at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and (B) in any case not described in subsection
(a)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans and participation interest in L/C Obligations
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loans and participation interest in L/C
Obligations of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent or, if “Effective Date” is specified in
the Assignment and Acceptance, as of the Effective Date) shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Credit, or
$1,000,000, in the case of any assignment in respect of any Term Loan, unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed);

     

    (ii)   
Proportionate
Amounts.Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loan or the Commitment assigned, except that
this clause (ii) shall not prohibit any Lender from assigning all or a
portion of its rights and obligations among separate Credits on a non-pro rata basis.

     

    (iii)  
Required
Consents.  No consent shall be required for any assignment except to
the extent required by Section 13.12(a)(i)(B) and, in
addition:

     

    (a)  
the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

     

    (b)  
the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of
(i) the Revolving Credit if such assignment is to a Person that is not a
Lender with a Commitment in respect of such facility, an Affiliate of such
Lender or an Approved Fund with respect to such Lender or (ii) the Term
Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved
Fund;


    
      
         


      

      
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    (c) 
the consent of the L/C Issuer (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment that increases the obligation
of the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

     

    (d) 
the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment that increases the
obligation of the assignee to participate in exposure under one or more Swing
Loans (whether or not then outstanding).

     

    (iv) 
Assignment and
Acceptance.The parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and the assignee, if it is not a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

     

    (v) 
No Assignment to the Borrower
or the Parent.  No such assignment shall be made to the
Borrower or any of its Affiliates or Subsidiaries.

     

    (vi) 
No Assignment to Natural
Persons.No such assignment shall be made to a natural
person.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
Section 13.12(b) hereof, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 13.6 and 13.15 with respect to facts and
circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 13.11
hereof.

     

    (b)  
Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Chicago, Illinois, 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 Commitments of,
and principal amounts of the 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 the Borrower, the
Administrative 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 the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


    
      
         


      

      
        -85-

        
          

        

      

      
         


      

    

     

    (c) 
Any Lender may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any such pledge or grant to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or grant of a security interest; provided that no such pledge
or grant of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or secured party for such
Lender as a party hereto; provided further, however,
the right of any such pledgee or grantee (other than any Federal Reserve Bank)
to further transfer all or any portion of the rights pledged or granted to it,
whether by means of foreclosure or otherwise, shall be at all times subject to
the terms of this Agreement.  

     

    (d) 
Notwithstanding anything to the contrary herein, if at any time the Swing Line
Lender assigns all of its Revolving Credit Commitments and Revolving Loans
pursuant to subsection (a) above, the Swing Line Lender may terminate the Swing
Line.  In the event of such termination of the Swing Line, the
Borrower shall be entitled to appoint another Lender to act as the successor
Swing Line Lender hereunder (with such Lender’s consent); provided, however, that the
failure of the Borrower to appoint a successor shall not affect the resignation
of the Swing Line Lender.  If the Swing Line Lender terminates the
Swing Line, it shall retain all of the rights of the Swing Line Lender provided
hereunder with respect to Swing Loans made by it and outstanding as of the
effective date of such termination, including the right to require Lenders to
make Revolving Loans or fund participations in outstanding Swing Loans pursuant
to Section 1.7 hereof.

     

    Section 13.13. 
Amendments. Any
provision of this Agreement or the other Loan Documents may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by (a) the
Borrower, (b) the Required Lenders (or by the Administrative Agent with consent
of the Required Lenders), and (c) if the rights or duties of the
Administrative Agent, the L/C Issuer, or the Swing Line Lender are affected
thereby, the Administrative Agent, the L/C Issuer, or the Swing Line
Lender, as applicable; provided
that:  

     

    (i) 
no amendment or waiver pursuant to this Section 13.13 shall
(A) increase any Commitment of any Lender without the consent of such
Lender or (B) reduce the amount of or postpone the date for any scheduled
payment of any principal of or interest on any Loan or of any Reimbursement
Obligation or of any fee payable hereunder without the consent of the Lender to
which such payment is owing or which has committed to make such Loan or Letter
of Credit (or participate therein) hereunder;

     

    (ii) 
no amendment or waiver pursuant to this Section 13.13 shall, unless signed
by each Lender, extend the Revolving Credit Termination Date, change the
definition of Required Lenders, change the provisions of this Section 13.13,
release any material guarantor or all or substantially all of the Collateral
(except as otherwise provided for in the Loan Documents), or affect the number
of Lenders required to take any action hereunder or under any other Loan
Document; and


    
      
         


      

      
        -86-

        
          

        

      

      
         


      

    

     

    (iii) 
no amendment to Section 12 hereof shall be made without the consent of the
Guarantor(s) affected thereby.

     

    Section 13.14.  
Headings.
Section headings used in this Agreement are for reference only and shall
not affect the construction of this Agreement.

     

    Section 13.15. 
Costs and Expenses;
Indemnification (a) The Borrower agrees to pay all reasonable and
documented costs and expenses of the Administrative Agent in connection with the
preparation, negotiation, syndication, and administration of the Loan Documents,
including, without limitation, the reasonable fees and disbursements of a single
counsel to the Administrative Agent, in connection with the preparation and
execution of the Loan Documents, and any amendment, waiver or consent related
thereto, whether or not the transactions contemplated herein are consummated,
together with any fees and charges suffered or incurred by the Administrative
Agent in connection with periodic environmental audits, fixed asset appraisals,
title insurance policies, collateral filing fees and lien
searches.  The Borrower agrees to pay to the Administrative Agent, the
L/C Issuer and each Lender, and any other holder of any Obligations
outstanding hereunder (each such Person being called a “Holder”), all costs and
expenses reasonably incurred or paid by any such Holder, including reasonable
attorneys’ fees and disbursements and court costs, in connection with any
Default or Event of Default hereunder or in connection with the enforcement of
any of the Loan Documents (including all such costs and expenses incurred in
connection with any proceeding under the United States Bankruptcy Code involving
the Borrower or any Guarantor as a debtor thereunder).  The Borrower
further agrees to indemnify the Administrative Agent, the L/C Issuer, each
Lender, and any security trustee therefor, and their respective directors,
officers, employees, agents, financial advisors, and consultants (each such
Person being called an “Indemnitee”) against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all fees and disbursements of a single counsel
for all Indemnitees (unless there is, in the reasonable judgment of the
Administrative Agent, a conflict of interest, in which case each such party with
such conflict of interest shall be entitled to retain separate principal counsel
and local counsel in each appropriate jurisdiction) and all expenses of
litigation or preparation therefor, whether or not the Indemnitee is a party
thereto, or any settlement arrangement arising from or relating to any such
litigation) which any of them may pay or incur arising out of or relating to any
Loan Document or any of the transactions contemplated thereby or the direct or
indirect application or proposed application of the proceeds of any Loan or
Letter of Credit, other than those which arise from the gross negligence, bad
faith or willful misconduct of the party claiming
indemnification.  The Borrower, upon demand by the Administrative
Agent, the L/C Issuer or a Lender at any time, shall reimburse the
Administrative Agent, the L/C Issuer or such Lender for any legal or other
expenses (including, without limitation, all fees and disbursements of a single
counsel for all such Indemnitees) incurred in connection with investigating or
defending against any of the foregoing (including any settlement costs relating
to the foregoing) except if the same is directly due to the gross negligence,
bad faith or willful misconduct of the party to be indemnified.  To
the extent permitted by applicable law, neither the Borrower nor any Guarantor
shall assert, and each such Person hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or the other Loan Documents
or any agreement or instrument contemplated hereby or thereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof.  The obligations of the Borrower under this Section
shall survive the termination of this Agreement.


    
      
         


      

      
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    (b) 
The Borrower unconditionally agrees to forever indemnify, defend and hold
harmless, and covenants not to sue for any claim for contribution against, each
Indemnitee for any damages, costs, loss or expense, including without
limitation, response, remedial or removal costs and all fees and disbursements
of counsel for any such Indemnitee, arising out of any of the
following:  (i) any presence, release, threatened release or disposal
of any hazardous or toxic substance or petroleum by the Borrower or any
Subsidiary or otherwise occurring on or with respect to its Property (whether
owned or leased), (ii) the operation or violation of any environmental law,
whether federal, state, or local, and any regulations promulgated thereunder, by
the Borrower or any Subsidiary or otherwise occurring on or with respect to its
Property (whether owned or leased), (iii) any claim for personal injury or
property damage in connection with the Borrower or any Subsidiary or otherwise
occurring on or with respect to its Property (whether owned or leased), and (iv)
the inaccuracy or breach of any environmental representation, warranty or
covenant by the Borrower or any Subsidiary made herein or in any other Loan
Document evidencing or securing any Obligations or setting forth terms and
conditions applicable thereto or otherwise relating thereto, except for damages
arising from the willful misconduct, bad faith or gross negligence of the
relevant Indemnitee.  This indemnification shall survive the payment
and satisfaction of all Obligations and the termination of this Agreement, and
shall remain in force beyond the expiration of any applicable statute of
limitations and payment or satisfaction in full of any single claim under this
indemnification.  This indemnification shall be binding upon the
successors and assigns of the Borrower and shall inure to the benefit of each
Indemnitee and its successors and assigns.

     

    Section 13.16. 
Set-off.  In
addition to any rights now or hereafter granted under the Loan Documents or
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, each Lender, the L/C Issuer, each
subsequent holder of any Obligation, and each of their respective affiliates, is
hereby authorized by the Borrower and each Guarantor at any time or from time to
time, without notice to the Borrower, any Guarantor or to any other Person, any
such notice being hereby expressly waived, to set-off and to appropriate and to
apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured,
and in whatever currency denominated, but not including trust accounts) and any
other indebtedness at any time held or owing by that Lender, L/C Issuer,
subsequent holder, or affiliate, to or for the credit or the account of the
Borrower or such Guarantor, whether or not matured, against and on account of
the Obligations of the Borrower or such Guarantor to that Lender,
L/C Issuer, or subsequent holder under the Loan Documents, including, but
not limited to, all claims of any nature or description arising out of or
connected with the Loan Documents, irrespective of whether or not (a) that
Lender, L/C Issuer, or subsequent holder shall have made any demand
hereunder or (b) the principal of or the interest on the Loans and other
amounts due hereunder shall have become due and payable pursuant to
Section 9 and although said obligations and liabilities, or any of them,
may be contingent or unmatured.


    
      
         


      

      
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    Section 13.17.  
Entire
Agreement.  The Loan Documents constitute the entire
understanding of the parties thereto with respect to the subject matter thereof
and any prior agreements, whether written or oral, with respect thereto are
superseded hereby.

     

    Section 13.18.  
Governing
Law.  This Agreement and the other Loan Documents (except as
otherwise specified therein), and the rights and duties of the parties hereto,
shall be construed and determined in accordance with the internal laws of the
State of Illinois.

     

    Section 13.19.  
Severability of
Provisions. Any provision of any Loan Document which is unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.  All rights, remedies and powers provided in this
Agreement and the other Loan Documents may be exercised only to the extent that
the exercise thereof does not violate any applicable mandatory provisions of
law, and all the provisions of this Agreement and other Loan Documents are
intended to be subject to all applicable mandatory provisions of law which may
be controlling and to be limited to the extent necessary so that they will not
render this Agreement or the other Loan Documents invalid or
unenforceable.

     

    Section 13.20.  
Excess
Interest.  Notwithstanding any provision to the contrary
contained herein or in any other Loan Document, no such provision shall require
the payment or permit the collection of any amount of interest in excess of the
maximum amount of interest permitted by applicable law to be charged for the use
or detention, or the forbearance in the collection, of all or any portion of the
Loans or other obligations outstanding under this Agreement or any other Loan
Document (“Excess
Interest”).  If any Excess Interest is provided for, or is
adjudicated to be provided for, herein or in any other Loan Document, then in
such event (a) the provisions of this Section shall govern and control,
(b) neither the Borrower nor any Guarantor or endorser shall be obligated
to pay any Excess Interest, (c) any Excess Interest that the Administrative
Agent or any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then
outstanding principal amount of Obligations hereunder and accrued and unpaid
interest thereon (not to exceed the maximum amount permitted by applicable law),
(ii) refunded to the Borrower, or (iii) any combination of the
foregoing, (d) the interest rate payable hereunder or under any other Loan
Document shall be automatically subject to reduction to the maximum lawful
contract rate allowed under applicable usury laws (the “Maximum Rate”), and this
Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest
rate, and (e) neither the Borrower nor any Guarantor or endorser shall have
any action against the Administrative Agent or any Lender for any damages
whatsoever arising out of the payment or collection of any Excess
Interest.  Notwithstanding the foregoing, if for any period of time
interest on any of the Borrower’s Obligations is calculated at the Maximum Rate
rather than the applicable rate under this Agreement, and thereafter such
applicable rate becomes less than the Maximum Rate, the rate of interest payable
on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders
have received the amount of interest which such Lenders would have received
during such period on the Borrower’s Obligations had the rate of interest not
been limited to the Maximum Rate during such period.


    
      
         


      

      
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    Section 13.21. 
Construction.  The
parties acknowledge and agree that the Loan Documents shall not be construed
more favorably in favor of any party hereto based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of the Loan Documents.  The provisions of this
Agreement relating to Subsidiaries shall only apply during such times as the
Borrower has one or more Subsidiaries.  Nothing
contained herein shall be deemed or construed to permit any act or omission
which is prohibited by the terms of any Collateral Document, the covenants and
agreements contained herein being in addition to and not in substitution for the
covenants and agreements contained in the Collateral
Documents.

     

    Section 13.22. 
Lender’s and
L/C Issuer’s Obligations Several.  The obligations of the
Lenders and L/C Issuer hereunder are several and not
joint.  Nothing contained in this Agreement and no action taken by the
Lenders or L/C Issuer pursuant hereto shall be deemed to constitute the
Lenders and L/C Issuer a partnership, association, joint venture or other
entity.

     

    Section 13.23. 
Submission to
Jurisdiction; Waiver of Jury Trial.  The Borrower and the
Guarantors hereby submit to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all
legal proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby.  The
Borrower and the Guarantors irrevocably waive, to the fullest extent permitted
by law, any objection which they may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient
forum.  The
Borrower, the Guarantors, the Administrative Agent, the L/C Issuer and the
Lenders hereby irrevocably waive any and all right to trial by jury in any legal
proceeding arising out of or relating to any Loan Document or the transactions
contemplated thereby.

     

    Section 13.24. 
USA
Patriot Act.  Each
Lender and L/C Issuer that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”) hereby
notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify, and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or L/C Issuer to identify the
Borrower in accordance with the Act.


    
      
         


      

      
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    Section 13.25.
Confidentiality.  Each of the Administrative Agent, the
Lenders, and the L/C Issuer severally agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors to the extent any such Person has a need to know such Information (it
being understood that the Persons to whom such disclosure is made will first be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (A) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or
(B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower or any Subsidiary and its
obligations, (g) with the prior written consent of the Borrower,
(h) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this Section or (B) becomes available
to the Administrative Agent, any Lender or the L/C Issuer on a
non-confidential basis from a source other than the Borrower or any Subsidiary
or any of their directors, officers, employees or agents, including accountants,
legal counsel and other advisors, (i) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Loans or
Commitments hereunder, or (j) to entities which compile and publish information
about the syndicated loan market, provided that only basic
information about the pricing and structure of the transaction evidenced hereby
may be disclosed pursuant to this subsection (j). For purposes of this
Section, “Information”
means all information received from the Parent, the Borrower or any of the
Subsidiaries or from any other Person on behalf of the Parent, the Borrower or
any Subsidiary relating to the Parent, the Borrower or any Subsidiary or any of
their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or the L/C Issuer on a
non-confidential basis prior to disclosure by the Parent, the Borrower or any of
its Subsidiaries or from any other Person on behalf of the Parent, the Borrower
or any of the Subsidiaries.

     

    [Signature
Pages to Follow]


    
      
         


      

      
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    This
Credit Agreement is entered into between us for the uses and purposes
hereinabove set forth as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            “Borrower”

                                          
	 
      	 
	
                                            GFA
      Brands, Inc.

                                          
	 
      	 
	
                                            By

                                          	     
      /s/ Alan S. Gever   
	 
      	
                                            Name

                                          	 
      Alan S. Gever    
	 
      	
                                            Title

                                          	
                                             
      Executive Vice President, Chief Financial Officer, 

                                          
	 	 	

                                             
      Treasurer and Assistant Secretary

                                          
	 
      	 
      	 
	
                                            “Guarantors”

                                          
	 
      	 
	
                                            Smart
      Balance, Inc.

                                          
	 
      	 
      	 
	
                                            By

                                          	     
      /s/ Alan S. Gever
	 
      	
                                            Name

                                          	 
      Alan S. Gever
	 
      	
                                            Title

                                          	 
      Executive Vice President, Chief Financial Officer, 
	 	 	

                                             
      Treasurer and Assistant
Secretary

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    “Administrative
      Agent and L/C Issuer ”

                                  
	 
      	 
	
                                    Bank
      of Montreal, as L/C Issuer and as Administrative
      Agent

                                  
	 
      	 
      	 
	
                                    By

                                  	      
      /s/ Philip Langheim  
	 
      	
                                    Name
      

                                  	 
      Philip Langheim
	 
      	
                                    Title

                                  	 
      Director


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            “Lenders”

                          
	 
      
	
                            Bank
      of Montreal

                          
	 
      
	
                            By

                          	      
      /s/ Philip Langheim  
	 
      	
                            Name

                          	  Philip
      Langheim
	 
      	
                            Title

                          	 
      Director


                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              General
      Electric Capital Corporation

                            
	 
      	 
      	 
	
                              By

                            	      
      /s/ Jun Young
	 
      	
                              Name

                            	 
      Jun Young
	 
      	
                              Title

                            	 
      Duly Authorized
Signatory


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-4

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Union
      Bank, N.A.

                              
	 
      	 
      	 
	
                                By

                              	     
      /s/ Dana Philbin
	 
      	
                                Name

                              	 
      Dana Philbin
	 
      	
                                Title

                              	 
      AVP


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-5

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Coöperatieve
      Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederlands”, New York
      Branch

                          
	 
      	 
	
                            By

                          	      
      /s/ Theodore W. Cox 
	 
      	
                            Name

                          	 
      Theodore W. Cox 
	 
      	
                            Title

                          	  
      Executive
Director


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
	
                              By

                            	      
      /s/ Rebecca Morrow
	 
      	
                              Name

                            	 
      Rebecca Morrow
	 
      	
                              Title

                            	 
      Executive
Director


                    

                  

                

              

            

          

        

      



    
      
         


      

      
        S-6

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Branch
      Banking & Trust Co.

                              
	 
      	 
      	 
	
                                By

                              	     
      /s/ Richard L. Keever
	 
      	
                                Name

                              	 
      Richard L. Keever
	 
      	
                                Title

                              	 
      Senior Vice
President


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Sun
      National Bank

                              
	 
      	 
      	 
	
                                By

                              	      
      /s/ Christopher P. Kleczkowski
	 
      	
                                Name

                              	 
      Christopher P. Kleczkowski 
	 
      	
                                Title

                              	 
      Senior Vice
President


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-8

        
          

        

      

      
         


      

    

    
      
        
          
            
              
                
                  
                    	
                            Siemens
      Financial Services, Inc.

                          
	 
      
	
                            By

                          	          
      /s/ Douglas Maher
	 
      	
                            Name

                          	 
      Douglas Maher
	 
      	
                            Title

                          	 
      Managing Director
	 
      
	
                            By

                          	          
      /s/ Carol Walters
	 
      	
                            Name

                          	 
      Carol Walters
	 
      	
                            Title

                          	 
      Vice
President


                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-9

        
          

        

      

      
         


      

    


    Exhibit A

     

    Notice
of Payment Request

     

    [Date]

     

    [Name of
Lender]

    [Address]

     

    Attention:

     

    Reference
is made to the Credit Agreement, dated as of November 4, 2009, among GFA Brands,
Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of
Montreal, as Administrative Agent (as extended, renewed, amended or restated
from time to time, the “Credit
Agreement”).  Capitalized terms used herein and not defined
herein have the meanings assigned to them in the Credit
Agreement.  [The Borrower has failed to pay its Reimbursement
Obligation in the amount of $____________.  Your Revolver Percentage
of the unpaid Reimbursement Obligation is $_____________] or
[__________________________ has been required to return a payment by the
Borrower of a Reimbursement Obligation in the amount of
$_______________.  Your Revolver Percentage of the returned
Reimbursement Obligation is $_______________.]

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      	
                  ,

                
	
                  as
      L/C Issuer

                


        

      

    

    


    
      
        
          
            
              
                
                  	
                          By

                        	 
      
	 
      	
                          Name

                        	 
      
	 
      	
                          Title

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit B

     

    Notice
of Borrowing

    
      Date:  ____________,
____

       

    

    
      
        	
                To:

              	
                Bank
      of Montreal, as Administrative Agent for the Lenders parties to the Credit
      Agreement dated as of November 4, 2009 (as extended, renewed, amended or
      restated from time to time, the“Credit Agreement”),
      among GFA Brands, Inc., the Guarantors party thereto, certain Lenders
      which are signatories thereto, and Bank of Montreal, as Administrative
      Agent

              


      

    

     

    Ladies
and Gentlemen:

     

    The
undersigned, GFA Brands, Inc. (the “Borrower”), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 1.6
of the Credit Agreement, of the Borrowing specified below:

     

    1.        
The Business Day of the proposed Borrowing is ___________, ____.

     

    2.        
The aggregate amount of the proposed Borrowing is $______________.

     

    3.        
The Borrowing is being advanced under the [Revolving] [Term]
Credit.

     

    4.        
The Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar]
Loans.

     

    [5.        The
duration of the Interest Period for the Eurodollar Loans included in the
Borrowing shall be ____________ months.]

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Borrowing, before and after
giving effect thereto and to the application of the proceeds
therefrom:

     

    (a)        
the representations and warranties of the Borrower contained in Section 6
of the Credit Agreement are true and correct in all material respects as though
made on and as of such date (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct as
of such date); and

     

    (b)        
no Default or Event of Default exists or would result from such proposed
Borrowing.

    


    
      
        
          
            
              
                
                  
                    
                      	 
      
	 
      
	
                              By

                            	 
      
	 
      	
                              Name

                            	 
      
	 
      	
                              Title

                            	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit C

     

    Notice
of Continuation/Conversion

     

    Date:  ____________,
____

     

    
      
        	
                To:

              	
                Bank
      of Montreal, as Administrative Agent for the Lenders parties to the Credit
      Agreement dated as of November 4, 2009 (as extended, renewed, amended or
      restated from time to time, the“Credit Agreement”)
      among GFA Brands, Inc., the Guarantors party thereto, certain Lenders
      which are signatories thereto, and Bank of Montreal, as Administrative
      Agent

              


      

    

     

    Ladies
and Gentlemen:

     

    The
undersigned, GFA Brands, Inc. (the “Borrower”), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 1.6
of the Credit Agreement, of the [conversion] [continuation] of
the Loans specified herein, that:

     

    1.        
The conversion/continuation Date is __________, ____.

     

    2.        
The aggregate amount of the [Revolving] [Term] Loans to be
[converted] [continued]
is $______________.

     

    3.        
The Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate]
Loans.

     

    4.        
[If
applicable:]  The duration of the Interest Period for the [Revolving] [Term] Loans
included in the [conversion]
[continuation] shall be _________ months.

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the proposed conversion/continuation date, before
and after giving effect thereto and to the application of the proceeds
therefrom:

     

    (a)        
the representations and warranties of the Borrower contained in Section 6
of the Credit Agreement are true and correct in all material respects as though
made on and as of such date (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct as
of such date); provided,
however, that this condition shall not apply to the conversion of an
outstanding Eurodollar Loan to a Base Rate Loan; and

     

    (b)        
no Default or Event of Default exists, or would result from such proposed [conversion]
[continuation].

    


    
      
        
          
            
              
                	 
      
	 
      
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit D-1

     

    Term
Note

     

    
      	
              U.S.
      $_____________

            	
              ____________,
      ___

            


    

     

    For
Value Received, the undersigned, GFA Brands,
Inc., a Delaware corporation (the “Borrower”), hereby promises
to pay to _________________________ (the “Lender”) or its registered
assigns at the principal office of the Administrative Agent in Chicago, Illinois
(or such other location as the Administrative Agent may designate to the
Borrower), in immediately available funds, the principal sum of
___________________ Dollars ($__________) or, if less, the aggregate unpaid
principal amount of all Term Loans made or maintained by the Lender to the
Borrower pursuant to the Credit Agreement, in installments in the amounts called
for by Section 1.8(a) of the Credit Agreement,
commencing on March 31, 2010, together with interest on the principal amount of
such Term Loan from time to time outstanding hereunder at the rates, and payable
in the manner and on the dates, specified in the Credit
Agreement.  

     

    This Note
is one of the Term Notes referred to in the Credit Agreement dated as of
November 4, 2009, among the Borrower, the Guarantors party thereto, the Lenders
and L/C Issuer parties thereto, and Bank of Montreal, as Administrative
Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this
Note and the holder hereof are entitled to all the benefits and security
provided for thereby or referred to therein, to which Credit Agreement reference
is hereby made for a statement thereof.  All defined terms used in
this Note, except terms otherwise defined herein, shall have the same meaning as
in the Credit Agreement.  This Note shall be governed by and construed
in accordance with the internal laws of the State of Illinois.

     

    Voluntary
prepayments may be made hereon, certain prepayments are required to be made
hereon, and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in the
Credit Agreement.

     

    The
Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder.

    


    
      
        
          
            
              
                	 
      
	 
      
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit D-2

     

    Revolving
Note

     

    
      	
              U.S.
      $_____________

            	
              ____________,
      ___

            


    

     

    For
Value Received, the undersigned, GFA Brands, Inc., a Delaware
corporation (the
“Borrower”), hereby
promises to pay to ____________________ (the “Lender”) or its registered
assigns on the Revolving Credit Termination Date of the hereinafter defined
Credit Agreement, at the principal office of the Administrative Agent in Chicago
Illinois (or such other location as the Administrative Agent may designate to
the Borrower), in immediately available funds, the principal sum of
___________________ Dollars ($__________) or, if less, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, together with interest on the principal amount
of each Revolving Loan from time to time outstanding hereunder at the rates, and
payable in the manner and on the dates, specified in the Credit
Agreement.

     

    This Note
is one of the Revolving Notes referred to in the Credit Agreement dated as of
November 4, 2009, among the Borrower, the Guarantors party thereto, the Lenders
and L/C Issuer parties thereto, and Bank of Montreal, as Administrative
Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this
Note and the holder hereof are entitled to all the benefits and security provided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a
statement thereof.  All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement.  This Note shall be governed by and construed in accordance
with the internal laws of the State of Illinois.

     

    Voluntary
prepayments may be made hereon, certain prepayments are required to be made
hereon, and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in the
Credit Agreement.

     

    The
Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder.

    


    
      
        
          
            
              
                	 
      
	 
      
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit D-3

     

    Swing
Note

     

    
      	
              U.S.
      $_____________

            	
              ____________,
      ___

            


    

     

    For
Value Received, the undersigned, GFA Brands, Inc., a Delaware corporation
(the “Borrower”),
hereby promises to pay to ___________________ (the “Lender”) or its registered
assigns on the Revolving Credit Termination Date of the hereinafter defined
Credit Agreement, at the principal office of the Administrative Agent in
Chicago, Illinois (or such other location as the Administrative Agent may
designate to the Borrower), in immediately available funds, the principal sum of
_______________________________ Dollars ($____________) or, if less, the
aggregate unpaid principal amount of all Swing Loans made by the Lender to the
Borrower pursuant to the Credit Agreement, together with interest on the
principal amount of each Swing Loan from time to time outstanding hereunder at
the rates, and payable in the manner and on the dates, specified in the Credit
Agreement.

     

    This Note
is the Swing Note referred to in the Credit Agreement dated as of November 4,
2009, among the Borrower, the Guarantors party thereto, the Lenders and
L/C Issuer parties thereto, and Bank of Montreal, as Administrative Agent
(as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this
Note and the holder hereof are entitled to all the benefits and security
provided for thereby or referred to therein, to which Credit Agreement reference
is hereby made for a statement thereof.  All defined terms used in
this Note, except terms otherwise defined herein, shall have the same meaning as
in the Credit Agreement.  This Note shall be governed by and construed
in accordance with the internal laws of the State of Illinois.

     

    Voluntary
prepayments may be made hereon, certain prepayments are required to be made
hereon, and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in the
Credit Agreement.

     

    The
Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder.

    


    
      
        
          
            
              
                	 
      
	 
      
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit E

     

    GFA
Brands, Inc.

     

    Compliance
Certificate

     

    
      
        	
                To:

              	
                Bank
      of Montreal, as Administrative Agent under, and the Lenders and
      L/C Issuer parties to, the Credit Agreement described
      below

              


      

    

     

    This
Compliance Certificate is furnished to the Administrative Agent, the
L/C Issuer, and the Lenders pursuant to that certain Credit Agreement dated
as of November 4, 2009, among us (as extended, renewed, amended or restated from
time to time, the “Credit
Agreement”).  Unless otherwise defined herein, the terms used
in this Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.

     

    The
Undersigned hereby certifies that:

     

    1.     
I am the duly elected ____________ of GFA Brands Inc.;

     

    2.    
I have reviewed the terms of the Credit Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

     

    3.    
The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below;

     

    4.    
The financial statements required by Section 8.5 of the Credit Agreement
and being furnished to you concurrently with this Compliance Certificate are
true, correct and complete in all material respects as of the date and for the
periods covered thereby, provided that with respect to any quarterly statements
delivered, such statements are subject to normal year-end audit adjustments and
the absence of footnotes; and

     

    5.    
The Schedule I hereto sets forth financial data and computations evidencing
the Borrower’s compliance with certain covenants of the Credit Agreement, all of
which data and computations are, to the best of my knowledge, true, complete and
correct and have been made in accordance with the relevant Sections of the
Credit Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Borrower has taken, is taking, or proposes to take with respect
to each such condition or event:

     

    
      

    

    
      

    

    
      

    

    
      
 

    The
foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ______ day of
__________________ 20___.

    


    
      
        
          
            
              	
                      GFA
      Brands, Inc.

                    
	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    Schedule
I

    to
Compliance Certificate

     

    GFA
Brands, Inc.

     

    Compliance
Calculations

    for
Credit Agreement dated as of November 4, 2009

     

    Calculations
as of _____________, _______

    
      


      
        
          

        

      

      


    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  A.

                                                	
                                                  Total Funded Debt/EBITDA Ratio
      (Section 8.23(a))

                                                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  1.

                                                	
                                                  Total
      Funded Debt

                                                	
                                                  $

                                                	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  2.

                                                	
                                                  Available
      Cash

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  3.

                                                	
                                                  Line
      A1 minus A2

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  4.

                                                	
                                                  Net
      Income for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  5.

                                                	
                                                  Interest
      Expense for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  6.

                                                	
                                                  Income
      and franchise taxes for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  7.

                                                	
                                                  Depreciation
      and Amortization Expense for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  8.

                                                	
                                                  Non-cash
      equity compensation for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  9.

                                                	
                                                  Non-cash
      warrant expenses for past 4 quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  10.

                                                	
                                                  Write
      off or amortization of deferred financing costs for past 4
      quarters

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  11.

                                                	
                                                  Cumulative
      effect of changes in accounting principles as required by
    GAAP

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  12.

                                                	
                                                  Other
      non-cash, non-recurring expenses

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  13.

                                                	
                                                  Pro
      forma adjustments related to Permitted Acquisitions

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  14.

                                                	
                                                  Sum
      of Lines A4, A5, A6, A7, A8, A9, A10, A11, A12 and A13 (“EBITDA”)

                                                	 
      	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  15.

                                                	
                                                  Ratio
      of Line A3 to A14

                                                	 
      	
                                                  ____:1.0

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  16.

                                                	
                                                  Line
      A15 ratio must not exceed

                                                	 
      	
                                                  ____:1.0

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  17.

                                                	
                                                  The
      Borrower is in compliance (circle yes or no)

                                                	 
      	
                                                  yes/no

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  B.

                                                	
                                                  Debt Service Coverage Ratio
      (Section 8.23(b))

                                                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  1.

                                                	
                                                  Net
      Income for past 4 quarters

                                                	
                                                  $

                                                	
                                                   

                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                  2.

                                                	
                                                  Interest
      Expense for past 4 quarters

                                                	
                                                  $

                                                	
                                                   

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            3.

                                          	
                                            Income
      and franchise taxes for past 4 quarters

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            4.

                                          	
                                            Depreciation
      and Amortization Expense for past 4 quarters

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            5.

                                          	
                                            Non-cash
      equity compensation for past 4 quarters

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            6.

                                          	
                                            Non-cash
      warrant expenses for past 4 quarters

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            7.

                                          	
                                            Write
      off or amortization of deferred financing costs for past 4
      quarters

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            8.

                                          	
                                            Cumulative
      effect of changes in accounting principles as required by
    GAAP

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            9.

                                          	
                                            Other
      non-cash, non-recurring expenses

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            10.

                                          	
                                            Pro
      forma adjustments related to Permitted Acquisitions

                                          	 
      	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            11.

                                          	
                                            Sum
      of lines B1, B2, B3, B4, B5, B6, B7, B8, B9 and B10 (“EBITDA”)

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            12.

                                          	
                                            Principal
      payments for past 4 quarters

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            13.

                                          	
                                            Interest
      Expense paid in cash for past 4 quarters

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            14.

                                          	
                                            Sum
      of Lines B12 and B13

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            15.

                                          	
                                            Ratio
      of Line B11 to Line B14

                                          	 
      	
                                            ____:1.0

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            16.

                                          	
                                            Line
      B15 ratio must not be less than

                                          	 
      	
                                            2.0:1.0

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            17.

                                          	
                                            The
      Borrower is in compliance (circle yes or no)

                                          	 
      	
                                            yes/no

                                          
	 
      	 
      	 
      	 
      	 
      
	
                                            C.

                                          	
                                            Capital Expenditures (Section
      8.23(c))

                                          	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            1.

                                          	
                                            Year-to-date
      Capital Expenditures

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            2.

                                          	
                                            Maximum
      permitted amount

                                          	
                                            $

                                          	
                                             

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            3.

                                          	
                                            The
      Borrower is in compliance (circle yes or no)

                                          	 
      	
                                            yes/no

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    Exhibit F

     

    Additional
Guarantor Supplement

     

    ______________,
___

     

    Bank of
Montreal, as Administrative Agent for the Lenders and L/C Issuer parties to
the Credit Agreement dated as of November 4, 2009, among GFA Brands, Inc., as
Borrower, the Guarantors referred to therein, the Lenders and L/C Issuer
parties thereto from time to time, and the Administrative Agent (as extended,
renewed, amended or restated from time to time, the “Credit
Agreement”)

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Credit Agreement described above.  Terms not defined
herein which are defined in the Credit Agreement shall have for the purposes
hereof the meaning provided therein.

     

    The
undersigned, [name of
Subsidiary Guarantor], a [jurisdiction of incorporation or
organization] hereby elects to be a “Guarantor” for all purposes
of the Credit Agreement, effective from the date hereof.  The
undersigned confirms that the representations and warranties set forth in
Section 6 of the Credit Agreement are true and correct as to the
undersigned as of the date hereof and the undersigned shall comply with each of
the covenants set forth in Section 8 of the Credit Agreement applicable to
it.

     

    Without
limiting the generality of the foregoing, the undersigned hereby agrees to
perform all the obligations of a Guarantor under, and to be bound in all
respects by the terms of, the Credit Agreement, including without limitation
Section 12 thereof, to the same extent and with the same force and effect
as if the undersigned were a signatory party thereto.

     

    The
undersigned acknowledges that this Agreement shall be effective upon its
execution and delivery by the undersigned to the Administrative Agent, and it
shall not be necessary for the Administrative Agent, the L/C Issuer, or any
Lender, or any of their Affiliates entitled to the benefits hereof, to execute
this Agreement or any other acceptance hereof.  This Agreement shall
be construed in accordance with and governed by the internal laws of the State
of Illinois.

    


    
      
        
          
            
              	
                      Very
      truly yours,

                    
	 
      
	
                      [Name
      of Subsidiary Guarantor]

                    
	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit G

     

    Assignment
and Acceptance

     

    Dated
_____________, _____

     

    Reference
is made to the Credit Agreement dated as of November 4, 2009 (as extended,
renewed, amended or restated from time to time, the “Credit Agreement”) among GFA
Brands, Inc., the Guarantors party thereto, the Lenders and L/C Issuer
parties thereto, and Bank of Montreal, as Administrative Agent (the “Administrative
Agent”).  Terms defined in the Credit Agreement are used herein
with the same meaning.

     

    ______________________________________________________
(the “Assignor”) and
_________________________ (the “Assignee”) agree as
follows:

     

    1.The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, the amount and specified percentage
interest shown on Annex I hereto of the Assignor’s rights and obligations
under the Credit Agreement as of the Effective Date (as defined below),
including, without limitation, the Assignor’s Commitments as in effect on the
Effective Date and the Loans, if any, owing to the Assignor on the Effective
Date and the Assignor’s Revolver Percentage of any outstanding L/C
Obligations.

     

    2.The
Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim, lien, or encumbrance of any kind;
(ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any Subsidiary or the performance or
observance by the Borrower or any Subsidiary of any of their respective
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto.

     

    3.The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered to the
Lenders pursuant to Section 8.5(a), and (b) thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take
such action as Administrative Agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; and
(v) specifies as its lending office (and address for notices) the offices
set forth on its Administrative Questionnaire.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.As
consideration for the assignment and sale contemplated in Annex I hereof,
the Assignee shall pay to the Assignor on the Effective Date in Federal funds
the amount agreed upon between them.  It is understood that commitment
and/or letter of credit fees accrued to the Effective Date with respect to the
interest assigned hereby are for the account of the Assignor and such fees
accruing from and including the Effective Date are for the account of the
Assignee.  Each of the Assignor and the Assignee hereby agrees that if
it receives any amount under the Credit Agreement which is for the account of
the other party hereto, it shall receive the same for the account of such other
party to the extent of such other party’s interest therein and shall promptly
pay the same to such other party.

     

    5.The
effective date for this Assignment and Acceptance shall be ___________ (the
“Effective
Date”).  Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent and, if required, the
Borrower.

     

    6.Upon
such acceptance and recording, as of the Effective Date, (i) the Assignee
shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

     

    7.Upon
such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit Agreement in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and commitment fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Effective Date directly between themselves.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    8.This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of Illinois.

    


    
      
        
          
            
              
                
                  
                    	
                            [Assignor
      Lender]

                          
	 
      
	
                            By

                          	 
      
	 
      	
                            Name

                          	 
      
	 
      	
                            Title

                          	 
      
	 
      
	
                            [Assignee
      Lender]

                          
	 
      
	
                            By

                          	 
      
	 
      	
                            Name

                          	 
      
	 
      	
                            Title

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
        Accepted
and consented this

      

    

    
      
          ____
day of _____________

      

    

    


    
      
        
          
            
              	
                      GFA
      Brands, Inc.

                    
	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    

     

    
      Accepted
and consented to by the Administrative

    

    
      Agent and
L/C Issuer this ___ day of ________

    

    


    
      
        
          
            
              	
                      Bank
      of Montreal,

                    
	
                      as
      Administrative Agent and L/C Issuer

                    
	 
      	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    

    



    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    Annex
I

    to
Assignment and Acceptance

     

     

    The
assignee hereby purchases and assumes from the assignor the following interest
in and to all of the Assignor’s rights and obligations under the Credit
Agreement as of the effective date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Facility
      Assigned

                                          	 	
                                            Aggregate

                                            Commitment/Loans

                                            For
      All Lenders

                                          	 	 	
                                            Amount
      of

                                            Commitment/Loans

                                            Assigned

                                          	 	 	
                                            Percentage
      Assigned

                                            of
      Commitment/Loans

                                          	 
	 	 	 	 	 	 	 	 	 	 
	
                                            Revolving
      Credit

                                          	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                            Term
      Loan

                                          	 	$	 	 	 	$	 	 	 	 	 	%


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
H

     

    Increase
Request

     

    _______________,
____

     

    
      
        	
                To:

              	
                Bank
      of Montreal, as Administrative 

                Agent
      under Credit Agreement 

                described
      below

              


      

    

     

    Ladies
and Gentlemen:

     

    The
undersigned, GFA Brands,
Inc. (the “Borrower”), hereby refers to
the Credit Agreement dated as of November, 2009, among the Borrower, the
Guarantors party thereto, the Lenders and L/C Issuer party thereto and you (as
amended, modified, restated or supplemented from time to time, the “Credit Agreement”) and
requests that the Administrative Agent consent to a(n) [increase in the aggregate Revolving
Credit Commitments][making of Incremental Term Loans] (the “Increase”), in accordance
with Section 1.16 of the Credit Agreement, to be effected by [an increase in the Revolving
Credit][the making of an Incremental Term Loan] of/by [name of existing Lender]
[the addition of [name of new Lender] (the “New
Lender”) as a Lender
under the terms of the Credit Agreement].  Capitalized terms
used herein without definition shall have the same meanings herein as such terms
have in the Credit Agreement.

     

    After
giving effect to such Increase, the [Revolving Credit
Commitment][Incremental Term Loan] of the [Lender] [New Lender] shall be
$_____________.

     

    [Include
paragraphs 1-4 for a New Lender]

     

                  1.The New Lender hereby confirms that it has
received a copy of the Loan Documents and the exhibits related thereto, together
with copies of the documents which were required to be delivered under the
Credit Agreement as a condition to the making of the Loans and other extensions
of credit thereunder.  The New Lender acknowledges and agrees that it
has made and will continue to make, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, its own credit analysis and decisions
relating to the Credit Agreement.  The New Lender further acknowledges
and agrees that the Administrative Agent has not made any representations or
warranties about the credit worthiness of the Borrowers or any other party to
the Credit Agreement or any other Loan Document or with respect to the legality,
validity, sufficiency or enforceability of the Credit Agreement or any other
Loan Document or the value of any security therefor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                  2.Except as otherwise provided in the Credit
Agreement, effective as of the date of acceptance hereof by the Administrative
Agent, the New Lender (i) shall be deemed automatically to have become a
party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit
Agreement as if it were an original signatory thereto and (ii) agrees to be
bound by the terms and conditions set forth in the Credit Agreement as if it
were an original signatory thereto.

     

                  3.The New Lender shall deliver to the
Administrative Agent an Administrative Questionnaire.

     

                  4.[The New Lender has delivered, if
appropriate, to the Borrower and the Administrative Agent (or is delivering to
the Borrower and the Administrative Agent concurrently herewith) the tax forms
referred to in Section 13.1 of the Credit Agreement.]

     

    This
Agreement shall be deemed to be a contractual obligation under, and shall be
governed by and construed in accordance with, the laws of the state of
Illinois.

     

    The
Increase shall be effective when the executed consent of the Administrative
Agent is received or otherwise in accordance with Section 1.16 of the
Credit Agreement, but not in any case prior to ___________________,
____.  It shall be a condition to the effectiveness of the Increase
that all expenses referred to in Section 1.16 of the Credit Agreement shall
have been paid.

     

    The
Borrower hereby certifies that no Default or Event of Default has occurred and
is continuing.

     

    Please
indicate the Administrative Agent’s consent to such Increase by signing the
enclosed copy of this letter in the space provided below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Very
      truly yours,

                                          
	 
	 
      	 
      	 
      
	 	 	 
	
                                            By

                                          	 
      	 
      
	 
      	
                                            Name

                                          	 
      
	 
      	
                                            Title

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	
                            [New
      or Existing Lender increasing

                            commitments
      or making incremental

                            term
      loans]

                          
	 	 
	
                            By

                          	 
      
	 
      	
                            Name

                          	 
      
	 
      	
                            Title

                          	 
      


                  

                

              

            

          

        

      

    

     

    The
undersigned hereby consents on this __ 

    day of
__________________ to the 

    above-requested
Increase

     

    
      
        
          
            
              
                	
                        Bank
      of Montreal, as Administrative Agent

                      
	 
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
        -3-